Annual Report • Feb 9, 2022
Annual Report
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Treasure ASA
Group Directors' report
2 Treasure ASA Annual Report 2021
Treasure ASA
The group owns 4 125 000 (11.0%) shares in Hyundai Glovis, a global transportation and logistics provider based in Seoul, Republic of Korea.
The group's ambition is to generate significant shareholder return from investments within the maritime and logistics industries, either by increasing the market value of its shares, through dividends or other distributions to shareholders. During 2021, the company distributed NOK 1.5 per share per share in cash dividend and bought back 6 million own shares.
Whereas the primary focus is on managing the shareholding in Hyundai Glovis, the financial capability of the group is strong. The board and management continue to enhance the relationship with the Hyundai Group and other stakeholders.
Going concern assumption Pursuant to section 4, sub-section 5, confer section 3, sub-section 3a of the Norwegian Accounting Act, it is confirmed that the annual accounts have been prepared under the assumption that the enterprise is a going concern and that the conditions are present.
The Treasure ASA group's main source of income is the dividend received as a shareholder of Hyundai Glovis.
The group's financial accounts for 2021 showed an income of USD 12.8 million (2020: USD 12.3 million) and a loss before tax of USD 102.1 million (2020: profit of USD 215.2 million).
The profit before tax is including net change in fair value of the shares in Hyundai Glovis
with a loss of USD 115.4 million (2020: gain of USD 201.4 million). Tax was included with an expense of USD 2.4 million (2020: USD 1.6 million) and net loss after tax was USD 104.5 million (2020: Net gain of USD 213.7 million) in 2021.
The shareholding in Hyundai Glovis is classified as financial assets to fair value with the change in fair value accounted for through the income statement.
Total assets for Treasure ASA group at the end of 2021 was USD 609.9 million (2020: USD 763.5 million), of which USD 26.6 million (2020: USD 64.4 million) was cash and cash equivalents. The group has no interestbearing debt.
Revenues and profitability of Hyundai Glovis are intricately linked to the performance of the main customer, Hyundai Motor Group. The Hyundai Glovis share price decreased 8.7% during 2021, performing on par with the Korean Stock Market.
The Treasure ASA group had a net decrease in cash and cash equivalents of USD 37.8 million (2020: USD increase of 60.8 million) for the year, reflecting received dividend from Hyundai Glovis, payment of dividend, and share buy-backs during 2021.
The shareholding in Hyundai Glovis, through its capital intensity and cyclical exposure to demand and supply of vehicles, dominates the risk of Treasure ASA group. Changes in trade conditions and global demand for Hyundai and Kia vehicles may affect transportation flows and thereby the financial performance and the volatility in the share price of Hyundai Glovis.
The group has no employees. Corporate functions such as general management, accounting, investor relations, legal, tax, communication etc. are covered via detailed Service Level Agreements (SLA) with Wilh Wilhelmsen Holding ASA group (WWH). The board is familiar and confident with the quality of these services.
The group remains exposed to a range of financial risk factors, particularly stemming from the equity market conditions as well as from movements in the Korean Won.
The group is committed to manage risks related to its investments in a sound and professional manner. This commitment spans monitoring of the current environment, implementation of measures to mitigate risks and responding to risks to mitigate consequences.
The group's exposure to and management of financial risk are further described in Note 8 of the accounts. This includes foreign exchange rate risk, credit risk and liquidity risk.
While the main investment is of a long-term nature, any fluctuations in values will have impact on the net asset value and solidity of the group and may affect profitability.
Treasure ASA group observes the Norwegian Code of Practice for corporate governance, in addition to requirements as specified in the Norwegian Public Companies Act and the Norwegian Accounting Act.
It is the board's view that, given the company's business model, the company has an appropriate governance structure and that it is managed in a satisfactory way.
The board's corporate governance report can be found on treasureasa.com.
With no employees, the board considers health and working environment based on the services provided by WWH. The board is unaware of any material issues concerning work related issues nor is it aware of any material alleged violations stemming from the SLAs between the company and WWH. Two of four board members are female, while the CEO and CFO are both male.
The company has a clear policy stating that employees have the right to equal opportunities. Harassment and discrimination based on race, gender or similar grounds, or other behavior that may be perceived as threatening or degrading, is not acceptable.
A separate remuneration report has been prepared by the board and can be found on treasureasa.com. The report will be proposed to the Annual General Meeting for an advisory vote.
The company has for 2021 developed a separate sustainability report and intend to continue to do so. This deviates from previous years practice with no sustainability report developed due to the argument that the group's main asset is a shareholding in a listed company.
The company builds its social responsibility guidelines on the foundation set by its majority shareholder and includes environmental, social, and corporate governance issues in its investment analysis, business decisions, ownership practices, and financial reporting.
Through clearly expressed expectations to Hyundai Glovis, the group contribute to promote human rights, sound working standards, reduce environmental impact, and work towards eliminating corruption in own operations and investments, as well as the operations of suppliers and business partners.
The sustainability report can be found on treasureasa.com.
The directors and officers of Treasure ASA are covered by Wilh Wilhelmsen Holding ASA's Directors and Officers Liability Insurance (D&O) placed with AIG, AXA XL and Risk Point. The insurance comprises the directors' and officers' personal legal liabilities, including defence- and legal costs. The cover also includes employees in managerial positions or employees who become named in a claim or investigation, or is named co-defendant, and is extended to include members of the company's steering committee, audit committee, compensation committee, litigation committee, advisory committee or other management or board committees.
The board's proposal for allocation of the net profit for the year is as follows:
| Parent company accounts (NOK thousand) | |
|---|---|
| Profit for the year | 2 557 |
| From equity | (205 278) |
| Proposed Dividend | 207 835 |
| Total Allocation | 2 557 |
The board is proposing to the Annual General Meeting a NOK 1.00 dividend per share payable during the first half of 2022, representing a total payment of NOK 207.8 million.
Treasure ASA is an investment company with currently one asset. The prospects for the
group correlates strongly with the general development of the Hyundai Glovis financial and share price performance.
The main customers of Hyundai Glovis - Hyundai Motor Group and Kia Motor Group - are experiencing an increasing global demand for their vehicles. Hyundai Glovis is continuously extending its maritime footprint into zero-emission and hydrogen initiatives, new value chain and energy segments through a combination of partnerships and direct investments, which is viewed as positive.
Extensive information on Hyundai Glovis can be found on ir.glovis.net.
In 2022, Treasure ASA will continue to build and extend its strategic relationship with Hyundai Glovis.
The board expects the value of the group's main asset to fluctuate in line with the general equity indexes of the Korean Stock Exchange.
Lysaker, 9 February 2022 The board of directors of Treasure ASA
Thomas Wilhelmsen Chair
Marianne Hagen
Benedicte Bakke Agerup
Christian Berg Magnus Sande CEO
| USD thousand | Note | 2021 | 2020 |
|---|---|---|---|
| Dividend from Hyundai Glovis | 4 | 12 810 | 12 287 |
| Other income | 1 | 1 017 | 1 809 |
| Change in fair value of shares in Hyundai Glovis | 4 | (115 440) | 201 568 |
| Other expenses | 1 | (525) | (424) |
| Profit/(loss) before tax | (102 137) | 215 240 | |
| Tax income/(expense) | 2 | (2 361) | (1 576) |
| Profit/(loss) for the year | (104 498) | 213 664 | |
| Basic / diluted earnings per share (USD) | 3 | (0.49) | 0.99 |
| Profit/(loss) for the year | (104 498) | 213 664 |
|---|---|---|
| Items that will not be reclassified to the income statement | ||
| Currency translation differences | (186) | (166) |
| Other comprehensive income, net of tax | (186) | (166) |
| Total comprehensive income for the year | (104 684) | 213 498 |
| USD thousand | Note | 31.12.2021 | 31.12.2020 |
|---|---|---|---|
| ASSETS Non current assets |
|||
| Deferred tax asset | 2 | 172 | 547 |
| Financial assets to fair value | 4/5/8 | 583 127 | 698 567 |
| Total non current assets | 583 299 | 699 114 | |
| Current assets | |||
| Other current assets | 8 | 14 | 10 |
| Cash and cash equivalents | 8 | 26 570 | 64 405 |
| Total current assets | 26 584 | 64 414 | |
| Total assets | 609 884 | 763 528 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Paid-in capital | 2 648 | 2 694 | |
| Own shares | (70) | (42) | |
| Retained earnings and other reserves | 607 217 | 760 858 | |
| Attributable to equity holders of the parent | 609 795 | 763 509 | |
| Current liabilities | |||
| Other current liabilities | 89 | 19 | |
| Total current liabilities | 89 | 19 | |
| Total equity and liabilities | 609 884 | 763 528 |
Lysaker, 9 February 2022 The board of directors of Treasure ASA
Thomas Wilhelmsen Chair
Marianne Hagen
Benedicte Bakke Agerup
Christian Berg Magnus Sande CEO
| USD thousand | Note | 2021 | 2020 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Dividend from Hyundai Glovis | 4 | 12 810 | 12 287 |
| Net proceed from sale of shares in Hyundai Glovis | 4 | 62 635 | |
| Other income | 360 | 3 010 | |
| Change in working capital | 102 | (517) | |
| Tax paid | 2 | (2 001) | (1 923) |
| Net cash provided by operating activities | 11 271 | 75 491 | |
| Cash flow from investing activities | |||
| Financial income | 1 | 2 | 11 |
| Financial expenses Net cash flow from investing activities |
1 | (77) (75) |
(1 262) (1 252) |
| Cash flow from financing activities | |||
| Purchase of own shares | (11 033) | (4 143) | |
| Dividend to shareholders | (37 998) | (9 239) | |
| Net cash flow from financing activities | (49 030) | (13 381) | |
| Net increase/(decrease) in cash and cash equivalents | (37 834) | 60 858 | |
| Cash and cash equivalents at the beginning of the period | 64 405 | 3 547 | |
| Cash and cash equivalents at 31.12 | 26 570 | 64 405 |
The group has bank accounts in different currencies. The cash flow effect from revaluation of cash and cash equivalents is included in net cash flow provided by operating activities.
| USD thousand | Share capital | Own shares | Retained earnings | Total equity |
|---|---|---|---|---|
| Balance 31.12.2020 | 2 694 | (42) | 760 858 | 763 509 |
| Purchase of own shares | (70) | (10 963) | (11 033) | |
| Liquidation of own shares | (42) | 42 | 0 | |
| Profit/(loss) for the period | (104 498) | (104 498) | ||
| Dividend to shareholders | (37 998) | (37 998) | ||
| Other comprehensive income | (186) | (186) | ||
| Balance 31.12.2021 | 2 652 | (70) | 607 213 | 609 795 |
| USD thousand | Share capital | Own shares | Retained earnings | Total equity |
|---|---|---|---|---|
| Balance 31.12.2019 | 2 694 | (5) | 560 704 | 563 393 |
| Purchase of own shares | (37) | (4 106) | (4 143) | |
| Profit for the period | 213 664 | 213 664 | ||
| Dividend to shareholders | (9 239) | (9 239) | ||
| Other comprehensive income | (166) | (166) | ||
| Balance 31.12.2020 | 2 694 | (42) | 760 858 | 763 509 |
Dividend for fiscal year 2020 was NOK 1.50 per share and was paid in May 2021. The proposed dividend for fiscal year 2021 is NOK 1.00 per share, payable in 1. half year of 2022. A decision on this proposal will be taken by the annual general meeting on 15 March 2022. The proposed dividend is not accrued in the year-end balance sheet. The dividend will have effect on retained earnings in 1. half year of 2022.
Treasure ASA (referred to as the parent company) is domiciled in Norway. The parent company's consolidated accounts for fiscal year 2021 include the parent company and its subsidiary (referred to collectively as the group).
The annual accounts for the group and the parent company were issued by the board of directors on 9 February 2022.
The parent company is a public limited liability company which is listed on the Oslo Stock Exchange.
The main assets of the Treasure group are shares held in Hyundai Glovis, which are accounted as financial assets to fair value through the income statement. The share price of Hyundai Glovis is quoted in KRW and traded on the Korean Stock Exchange.
The consolidated accounts have been prepared in accordance with the International Financial Reporting Standards (IFRS), as endorsed by the European Union. The separate financial statements for the parent company have been prepared and presented in accordance with simplified IFRS as approved by Ministry of Finance 10 December 2019.
In the separate statements the exception from IFRS for recognition of dividends and group contributions is applied. Otherwise, the accounting policy for the group also apply to the separate statements, and the notes to the consolidated financial statements will to a large degree also cover the separate statements. The Group also provides additional disclosures in accordance with requirements in the Norwegian Accounting Act related to remuneration to the board.
The principal activity of the Company is investment in financial assets and investments in other companies with similar activities.
The group accounts are presented in US dollars (USD), rounded off to the nearest thousand. Treasure ASA is a subsidiary of Wilh. Wilhelmsen Holding ASA (own 74.82% of the shares). Since Wilh. Wilhelmsen Holding group presents its group accounts in USD, the same presentation currency is chosen for Treasure's group accounts.
The parent company accounts are presented in its functional currency NOK, rounded off to the nearest thousand.
The income statements and balance sheets for group companies with a functional currency which differs from the presentation currency (USD) are translated as follows:
Preparing financial statements in conformity with IFRS and simplified IFRS requires the management to make use of estimates and assumptions which affect the application of the accounting policies and the reported amounts of assets and liabilities, revenues and expenses.
Estimates and associated assumptions are based on historical experience and other factors regarded as reasonable in the circumstances. The actual result can vary from these estimates.
The financial reporting principles are described in the relevant notes in the consolidated financial statements and in the notes in the financial statements of the parent company.
Significant accounting policies adopted in the preparation of these consolidated financial statements are included below to the extent they have not already been disclosed in other relevant notes. These policies have been consistently applied to all the years presented, unless otherwise stated.
The financial reporting principles described in the consolidated financial statements also apply to the financial statements of the parent company, unless otherwise stated.
The following are new or amended to standards and interpretations have been issued and become effective during the current period:
No new standards or amendments were implemented for the first time in the annual reporting period commencing 1 January 2021. There was no impact on the amounts recognised in prior periods and no expected significant effect on the current or future periods.
• Amendment to IAS 1 Classification of Liabilities as Current or Non-current applicable for annual periods beginning on or after 1 January 2022. The amendment changes the guidance for the classification of liabilities as current or non-current depending on the rights that exist at the end of the reporting period.
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2021 reporting periods and have not been early adopted by the group. These standards are not expected to have an impact on the entity in the current or future reporting periods.
The group consolidate the 100% owned subsidiary Den Norske Amerikalinje AS.
Transactions in foreign currencies are initially recorded in the functional currency by applying the rate of exchange as of the transaction. Monetary assets and liabilities denominated in foreign currencies are subsequently retranslated into the functional currency at the rate of the exchange at the balance sheet date. The realised and unrealised currency gains or losses are included in financial income or expense.
In the consolidated financial statements, the assets and liabilities of non USD functional currency subsidiaries, including any related goodwill, are translated into USD using the rate of exchange as of the balance sheet date. The results and cash flow of non USD functional currency subsidiaries, are translated into USD using exchange rate for the period reported (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions).
Exchange adjustments arising when the opening net assets and the net income for the year retained by non USD operation are translated into USD are recognised in other comprehensive income. On disposals of a non USD functional currency subsidiary, the deferred cumulative amount recognised in equity relating to that particular entity is recognised in the income statement.
Contingent liabilities are possible obligations that arises from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events. No contingent liabilities have been recognized per the reporting date, as it is not probable that outflow of resources will be required to settle any possible obligations. See note 8 for further description of the group's off-balance sheet items.
Cash and cash equivalents include, deposits held at call with banks, other current highly liquid investments with original maturities of three months or less.
Dividend payments to the parent company's shareholders are recognised as a liability in the group's financial statements from the date when the dividend is approved by the general meeting.
Proposed dividend for the parent company's shareholders is recognised in the parent company account as a liability at 31 December in the current year.
| Total other income | 1 017 | 1 809 |
|---|---|---|
| Currency gain | 652 | 1 452 |
| Interest income | 2 | 11 |
| Advisory fee | 363 | 346 |
| OTHER INCOME | ||
| USD thousand Note |
2021 | 2020 |
| Personnel expenses | (45) | (39) |
|---|---|---|
| Audit fee | (25) | (21) |
| Consultant and legal fees | (56) | (24) |
| Other operating expenses | (52) | (40) |
| Management fee 9 |
(269) | (238) |
| Other financial expenses | (77) | (61) |
| Total operating expenses | (525) | (424) |
Treasure ASA does not have any employees. The CEO and CFO who composes the management of Treasure ASA are employed by Wilh.Wilhelmsen Holding ASA (WWH) and are hired in on the basis of an Service Level Agreement. See note 9 and the remuneration report for further details. The remuneration report can be found on treasureasa.com.
| Total expensed audit fee | (25) | (21) |
|---|---|---|
| Statutory audit | (25) | (21) |
| USD thousand | 2021 | 2020 |
Deferred tax is calculated using the liability method on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates and laws which have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised, or when the deferred income tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available, and that the temporary differences can be deducted from this profit.
Deferred tax is calculated on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the group.
The ordinary rate of corporation tax in Norway is 22% of net profit for 2021 (analogous for 2020). Norwegian limited liability companies are encompassed by the participation exemption method for share income. Thus, share dividends and gains are tax free for the receiving company. Corresponding losses on shares are not deductible. The participation exemption method does not apply to share income from companies considered low taxed and that are located outside the European Economic Area (EEA), and on share income from companies owned by less than 10% resident outside the EEA.
For group companies located in the same country and within the same tax regime, taxable profits in one company can be offset against tax losses and tax loss carry forwards in other group companies. Deferred tax/deferred tax asset has been calculated on temporary differences to the extent that it is likely that these can be utilised in each country and for Norwegian entities the group has applied a rate of 22%.
The effective tax rate for the group will, from period to period, change dependent on the group gains and losses from investments inside the exemption method.
The ownership of Hyundai Glovis is 11.00% at the end of 2021 and the share income is thus considered tax free.
Dividends from Hyundai Glovis Co Ltd are subject to 15% withholding tax in Republic of Korea.
| Total tax income/(expense) | (2 361) | (1 576) |
|---|---|---|
| Change in deferred tax | (360) | 347 |
| Witholding tax | (2 001) | (1 923) |
| Allocation of tax income/(expense) for the year | ||
| USD thousand | 2021 | 2020 |
The tax expense for 2021 and 2020 is mainly driven by the witholding tax on received dividend.
| 215 240 | |
|---|---|
| 22 470 | (47 353) |
| 47 129 | |
| 571 | |
| (1 923) | |
| (2 361) | (1 576) |
| neg. | 0.7% |
| (102 137) (22 494) (336) (2 001) |
The permanent differences are principally due to unrealized gain on financial asset and dividends received. The effective tax rate for the group will, from period to period, change dependent on the group gains and losses from investments inside the exemption method.
| Net deferred tax assets at 31.12 | 172 | 547 |
|---|---|---|
| Income statement charge | (360) | 347 |
| Currency translation differences | (15) | 23 |
| Opening balance 01.01 | 547 | 177 |
| Net deferred tax assets | 172 | 547 |
| Deferred tax assets to be recovered after more than 12 months | 172 | 547 |
| USD thousand | 2021 | 2020 |
The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
| Tax losses | Tax losses | |
|---|---|---|
| USD thousand | carried forward | carried forward |
| Deferred tax assets | ||
| Deferred tax assets 01.01 | 547 | 177 |
| Through income statement | (360) | 347 |
| Currency translations | (15) | 23 |
| Deferred tax assets 31.12 | 172 | 547 |
Basic/diluted earnings per share (EPS) is calculated by dividing profit for the period, by average number of total outstanding shares.
The calculation of basic and diluted earnings per share is based on the income attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding. Treasury shares are not included in the weighted average number of ordinary shares. Weighted average number of diluted and ordinary shares is the same, as the company does not have any dilutive instruments.
Earnings per share take into consideration the number of outstanding shares in the period. EPS is based on average weighted oustanding shares of 213 085 000 for 2021 (2020: 215 335 000).
At 31 December 2021 Treasure ASA had 6 000 000 own shares (31 December 2020: 3 965 000).
Management determines the classification of financial assets at their initial recognition.
Financial assets subsequently carried at fair value are initially recognised at fair value, and transaction costs are expensed in the income statement.
Change in fair value during the period is recognised in the income statement. Financial assets to fair value are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.
Dividend income is recognised when it is probable that a transaction will generate a future economic benefit that will accrue to the entity and the size of the amount can be reliably estimated. Dividend from the investment in Hyundai Glovis is recognised when it is confirmed at a shareholder's meeting.
Dividend income are recognised at fair value and presented net of value added tax and discounts. Other income is mainly consultant fee to Hyundai Glovis, see note 1.
Equity investments in listed companies:
The financial asset is classified and measured as equity instruments designated at fair value through income statement.
| USD thousand | 2021 | 2020 |
|---|---|---|
| Financial assets to fair value | ||
| Opening balance 31.12 | 698 567 | 559 634 |
| Sale of shares | (62 635) | |
| Change in value financial assets | (115 440) | 201 568 |
| Total financial assets to fair value | 583 127 | 698 567 |
| Financial assets to fair value | ||
| Hyundai Glovis Ltd | 583 127 | 698 567 |
The fair value of the investment has decreased from previous year and recognised in the income statement. The group holds 4 125 000 shares per 31 December 2021. Dividend received was KRW 3 500 per share, totally USD 12 810 thousand before withholding tax (2020: 3 500 per share).
Financial assets are denominated in KRW.
| USD thousand | 2021 | 2020 |
|---|---|---|
| Level 1 | Level 1 | |
| Financial assets at fair value | ||
| Financial assets | 583 127 | 698 567 |
| Total financial assets 31.12 | 583 127 | 698 567 |
The fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date.
A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis.
The quoted market price used for financial assets held by the group is the current close price. These instruments are included in level 1. Instruments included in level 1 at the end of 2021 are liquid listed equities.
| Den Norske Amerikalinje AS | Lysaker, Norway | Investments | 100% | 100% |
|---|---|---|---|---|
| Business office/country | Nature of business | Proportion of ordinary shares directly held by parent (%) |
Proportion of ordinary shares held by the group (%) |
The group's subsidiary at 31 December 2021 are set out above, and has share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.
The group's chief operating decision makers, being the Board of Directors and CEO Group Management team, measures the financial and operating performance of the group on a consolidated level. The group's chief operating decision makers does not review a measure of operating result on a lower level than the consolidated group, therefore the group have one reportable segment being it's investment in Hyundai Glovis Ltd. Refer to note 4 for additional information regarding the investment in Hyundai Glovis Ltd.
The group has exposure to the following financial risks from its ordinary operations:
The group has exposure to risk connected with the movements in the share price of Hyundai Glovis. Although financial fundamentals have been stable and reflecting the underlying business model of Hyundai Glovis, valuation has been volatile, causing the share price to periodically exhibit elevated levels of volatility and not always in sync with the broader Korean Equity Market. The COVID-19 pandemic may affect the economic conditions and the share price of Hyundai Glovis. The ultimate severity of the pandemic is uncertain and therefore the group cannot predict the impact it may have on the group's financial investment.
The group has exposure to currency risk mainly on balance sheet items denominated in currencies other than non-functional currencies (translation risk, mainly share price of Hyundai Glovis, denominated in KRW), and to a much lesser extent on revenues and costs in non-functional currencies (transaction risk, mainly dividends from Hyundai Glovis, denominated in KRW).
The group has not established hedging strategies to mitigate risks originating from movements in share price and/or currencies.
The group has very limited exposure to credit risk due to lack of material receivables.
The Norwegian Company Act Law § 14-11, section 3 decides that the company under certain conditions will support repayment of debt issued by its former parent company Wallenius Wilhelmsen ASA at the date of the demerger. The nominal size of this joint liability – which is treated as an off-balance sheet item – has been significantly reduced since the demerger, due to debt restructuring at Wallenius Wilhelmsen ASA.
The group's liquidity risk is low in that it holds liquid assets in operational bank accounts. The group's management approach is to have adequate liquidity to meet its liabilities under both normal and stressed conditions.
The group's policy is to maintain a strong capital base to maintain investor, creditor, and market confidence and to sustain future investment capabilities. The Group's main source of liquidity is the annual dividend payment from its shares in Hyundai Glovis and sale of shares in Hyundai Glovis and will utilize these proceeds in addition to available liquidity to cover operational payments and the proposed dividend distribution to its shareholders.
| Change in Value | 146 | 65 | (53) | (97) | |
|---|---|---|---|---|---|
| USDKRW exchange rate | 951 | 1 070 | 1 188 | 1 307 | 1 426 |
| Sensitivities | (20%) | (10%) | 0% | 10% | 20% |
| Change in Value | (117) | (58) | 58 | 117 | |
| Share price of Hyundai Glovis (KRW) | 134 400 | 151 200 | 168 000 | 184 800 | 201 600 |
| Sensitivities | (20%) | (10%) | 0% | 10% | 20% |
| USD thousand | Financial assets at amortised cost |
Fair value through the income statement |
Total | |
|---|---|---|---|---|
| Assets | Note | |||
| Financial assets to fair value | 4 | 583 127 | 583 127 | |
| Other current assets | 14 | 14 | ||
| Cash and cash equivalent | 26 570 | 26 570 | ||
| Assets at 31.12.2021 | 26 584 | 583 127 | 609 712 | |
| USD thousand Assets |
Note | Financial assets at amortised cost |
Fair value through the income statement |
Total |
| Financial assets to fair value | 4 | 698 567 | 698 567 | |
| Other current assets | 10 | 10 | |
|---|---|---|---|
| Cash and cash equivalent | 64 405 | 64 405 | |
| Assets at 31.12.2020 | 64 414 | 698 567 | 762 981 |
Related parties are defined as entities outside of the group that are under control directly or indirectly, joint control or significant influence by the owners of Treasure ASA. All transactions with related parties are entered into on marked terms based on arm's length principles. Transactions with related parties include shared services and other services provided by the Wilh. Wilhelmsen Holding ASA group. Shared Services are priced in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually.
The ultimate owner of the group Treasure ASA is Tallyman AS, which controls about 60% of voting shares of the group Wilh. Wilhelmsen Holding ASA. Wilh. Wilhelmsen Holding ASA controls 74.82% of the Treasure group. Tallyman AS is controlled by Thomas Wilhelmsen.
The services provided by related parties are:
• Management team (CEO and CFO)
• Shared services (Accounting, Financial Reporting and Internal Control Services)
| Material related parties for Treasure group are: | Business office, country | ||
|---|---|---|---|
| -------------------------------------------------- | -- | -------------------------- | -- |
| Wilh Wilhelmsen Holding ASA (WWH) | Lysaker, Norway | Owns 74.82% of Treasure ASA |
|---|---|---|
| Wilhelmsen Accounting Services AS | Lysaker, Norway | Owned 100% by WWH |
| Wilhelmsen Ships Service AS | Lysaker, Norway | Owned 100% by WWH |
| Operating expenses from related party | (269) | (238) |
|---|---|---|
| Management and accounting services | (269) | (238) |
| OPERATING EXPENSES FROM RELATED PARTY | ||
| USD thousand | 2021 | 2020 |
No material events occurred between the balance sheet date and the date when the accounts were presented which provide new information about conditions prevailing on the balance sheet date.
Account and notes Group
Treasure ASA Annual Report 2021 17
| NOK thousand | Note | 2021 | 2020 |
|---|---|---|---|
| Operating income | |||
| Dividend and group contribution from subsidiary | 7 | 0 | 641 327 |
| Other income | |||
| Reversal impairment subsidiary | 4 | 1 178 271 | |
| Consultant fee Hyundai Glovis | 3 121 | 3 257 | |
| Total income | 3 121 | 1 822 856 | |
| Operating expenses | |||
| Other expenses | 1 | (3 565) | (3 125) |
| Total operating expenses | (3 565) | (3 125) | |
| Operating profit | (444) | 1 819 731 | |
| Financial income/(expenses) | |||
| Net financial income | 1 | 5 360 | 101 |
| Net financial expenses | 1 | (655) | (7 751) |
| Financial income/(expenses) | 4 705 | (7 649) | |
| Profit before tax | 4 261 | 1 812 081 | |
| Tax income/(expenses) | 3 | (1 703) | 898 |
| Profit for the year | 2 557 | 1 812 979 | |
| Transfers and allocations | |||
| To equity | 5 | (205 278) | 1 492 227 |
| Proposed dividend | 5 | 207 835 | 320 753 |
| Total transfers and allocations | 2 557 | 1 812 979 |
| NOK thousand | Note | 31.12.2021 | 31.12.2020 |
|---|---|---|---|
| ASSETS | |||
| Non current assets Deferred tax asset |
3 | 2 139 | 3 159 |
| Investments in subsidiaries | 4 | 5 906 857 | 5 906 857 |
| Total non current assets | 5 908 996 | 5 910 016 | |
| Current assets | |||
| Other current assets | 111 | 82 | |
| Cash and cash equivalents | 6 | 234 636 | 549 384 |
| Total current assets | 234 747 | 549 466 | |
| Total assets | 6 143 743 | 6 459 482 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Paid-in capital | 5 | 21 384 | 21 780 |
| Own shares | 5 | (600) | (397) |
| Retained earnings | 5 | 5 805 270 | 6 104 713 |
| Total equity | 5 826 054 | 6 126 097 | |
| Current liabilities | |||
| Account payables | 131 | 60 | |
| Account payables related parties | 7 | 652 | |
| Cash pool payables | 6/7 | 109 071 | 12 481 |
| Accrued dividend | 5 | 207 835 | 320 753 |
| Other current liabilities | 92 | ||
| Total current liabilities | 317 689 | 333 386 | |
| Total equity and liabilities | 6 143 743 | 6 459 482 |
Lysaker, 9 February 2022 The board of directors of Treasure ASA
Thomas Wilhelmsen Chair
Benedicte Bakke Agerup
Marianne Hagen
Christian Berg Magnus Sande CEO
| NOK thousand | Note | 2021 | 2020 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit before tax | 4 261 | 1 812 081 | |
| Financial (income)/expenses | 1 | (4 705) | 7 649 |
| Reversal impairment subsidiary | 4 | (1 178 271) | |
| Change in working capital | 5 295 | (1 359) | |
| Tax paid (withholding tax) | 3 | (684) | (756) |
| Tax paid (withholding tax) | 3 | (684) | (756) |
| Cash flow from investing activities | |||
| Interest received | 1 | 15 | 101 |
| Financial income/expenses | 1 | (655) | (7 751) |
| Net cash flow from investing activities | (640) | (7 649) | |
| Cash flow from financing activities | |||
| Dividend to shareholders | 5 | (320 753) | (86 934) |
| Changes in cash pool | 97 242 | 12 481 | |
| Purchase of own shares | 5 | (94 765) | (38 983) |
| Net cash flow from financing activities | (318 276) | (113 435) | |
| Net increase in cash and cash equivalents | (314 748) | 518 260 | |
| Cash and cash equivalents, at the beginning of the period | 549 384 | 31 124 | |
| Cash and cash equivalents at 31.12 | 234 636 | 549 384 |
The company has bank accounts in both USD and NOK. Unrealised currency effects are included in net cash provided by operating activities.
| NOK thousand | Note | 2021 | 2020 |
|---|---|---|---|
| OTHER EXPENSES | |||
| Board of directors fee (incl soc. sec.) | 2 | (377) | (320) |
| Expenses to related parties | 7 | (2 088) | (2 053) |
| External services | 2 | (662) | (391) |
| Other administration expenses | (439) | (361) | |
| Total other expenses | (3 565) | (3 125) | |
| FINANCIAL INCOME/(EXPENSES) Financial income |
|||
| Interest income Net currency gain |
15 5 345 |
101 | |
| Net financial income | 5 360 | 101 | |
| Financial expenses | |||
| Other financial items | 6 | (655) | (667) |
| Net currency loss | (7 084) | ||
| Net financial expenses | (655) | (7 751) | |
| Net financial income/(expenses) | 4 705 | (7 649) |
| Total audit fee expenses | (178) | (159) |
|---|---|---|
| Statutory audit | (178) | (159) |
| NOK thousand | 2021 | 2020 |
| NOK thousand | 2021 | 2020 |
|---|---|---|
| Allocation of tax income/(expense) | ||
| Withholding tax | (684) | (756) |
| Change in deferred tax | (1 020) | 1 654 |
| Total tax income/(expense) | (1 703) | 898 |
| Basis for tax computation | ||
| Profit before tax | 4 261 | 1 812 081 |
| 22% tax | (937) | (398 658) |
| Tax effect from | ||
| Permanent differences | (82) | 141 092 |
| Withholding tax | (684) | (756) |
| Reversal impairement subsidiaries | 259 220 | |
| Current year calculated tax | (1 703) | 898 |
| Effective tax rate | 40.0% | 0.0% |
| Deferred tax asset | ||
| Tax losses carried forward | 2 139 | 3 159 |
| Deferred tax asset | 2 139 | 3 159 |
| Deferred tax asset 01.01 | 3 159 | 1 505 |
| Change of deferred tax through income statement | (1 020) | 1 654 |
| Deferred tax asset 31.12 | 2 139 | 3 159 |
FINANCIAL REPORTING PRINCIPLES Investments in subsidiaries are recorded at cost. Where a reduction in the value of shares in subsidiaries is considered to be permanent and significant, an impairment to net realisable value is recorded.
| Den Norske Amerikalinje AS Total investments in subsidiaries |
Lysaker, Norway | Investment | 100% | 5 906 857 5 906 857 |
5 906 857 5 906 857 |
|---|---|---|---|---|---|
| NOK thousand | Business office country |
Nature of business |
Voting share/ ownership share |
2021 Book value |
2020 Book value |
The company's subsidiary at 31 December 2021 is set out above.
The share capital consist solely of ordinary shares that are held directly by the company, and the propotion of ownership interest held equals the voting rights held by the company. The country of incorporation or registration is also their prinsipal place of business.
| Equity 31.12.2021 | 21 384 | (600) | 5 805 270 | 5 826 054 |
|---|---|---|---|---|
| Proposed dividend | (207 835) | (207 835) | ||
| Profit for the year | 2 557 | 2 557 | ||
| Liquidation of own shares | (397) | 397 | 0 | |
| Purchase of own shares | (600) | (94 165) | (94 765) | |
| Equity 31.12.2020 | 21 780 | (397) | 6 104 713 | 6 126 097 |
| Current year's change in equity | ||||
| NOK thousand | Share capital | Own shares | Retained earnings |
Total |
At 31 December 2021 Treasure ASA had 6 000 000 own shares (corresponding figures at 31 December 2020 was 3 965 000 own shares). At 31 December 2021 Treasure ASA's share capital comprises 213 835 000 shares with a nominal value of NOK 0.10 each.
| Equity 31.12.2020 | 21 780 | (397) | 6 104 713 | 6 126 097 |
|---|---|---|---|---|
| Proposed dividend | (320 753) | (320 753) | ||
| Profit for the year | 1 812 979 | 1 812 979 | ||
| Purchase of own shares | (350) | (38 633) | (38 983) | |
| Equity 31.12.2019 | 21 780 | (47) | 4 651 119 | 4 672 852 |
| 2020 change in equity | ||||
| NOK thousand | Share capital | Own shares | Retained earnings |
Total |
The proposed dividend for fiscal year 2021 is NOK 1.00 per share, payable in first half of 2022. A decision on this proposal will be taken by the annual general meeting on 15 March 2022.
Dividend for fiscal year 2020 was NOK 1.50 per share paid in 2021.
| Shareholders | Total number of shares |
% of total shares |
|---|---|---|
| Total number of shares | 213 835 000 | 100.00% |
|---|---|---|
| Others | 11 813 283 | 5.52% |
| UBS AG London Branch | 364 100 | 0.17% |
| UBS Switzerland AG (nominee) | 386 498 | 0.18% |
| Stiftelsen Tom Wilhelmsen | 400 000 | 0.19% |
| Bergen Kommunale Pensjonskasse | 450 000 | 0.21% |
| J.P. Morgan Bank Luxembourg S.A. (nominee) | 461 202 | 0.22% |
| J.P. Morgan Bank Luxembourg S.A. (nominee) | 544 205 | 0.25% |
| Verdipapirfondet Storebrand Norge | 775 137 | 0.36% |
| Kvaal Invest AS | 900 800 | 0.42% |
| Verdipapirfondet Nordea Norge Plus | 939 564 | 0.44% |
| Tallyman AS | 1 109 095 | 0.52% |
| Varner Equities AS | 1 303 044 | 0.61% |
| VPF Nordea Avkastning | 1 306 502 | 0.61% |
| Verdipapirfondet SR-Utbytte | 1 529 220 | 0.72% |
| Verdipapirfondet Nordea Kapital | 1 837 433 | 0.86% |
| VJ Invest AS | 2 167 123 | 1.01% |
| Treasure ASA | 6 000 000 | 2.81% |
| Folketrygdfondet | 7 618 031 | 3.56% |
| VPF Nordea Norge Verdi | 13 929 763 | 6.51% |
| Wilh. Wilhelmsen Holding ASA | 160 000 000 | 74.82% |
At 31. December 2021 - 4 797 396 (2.24%) shares were owned by foreign owners. Corresponding figures at 31. December 2020 - 6 116 287 (2.81%) shares.
| Board of directors | Total | % of total shares |
|---|---|---|
| Thomas Wilhelmsen | 56 000 | 0.03% |
| Benedicte Bakke Agerup | 585 | |
| Christian Berg | ||
| Marianne Hagen | ||
| Magnus Sande (CEO) |
According to The Norwegian Company Act Law § 14-11 section 3, the company will under certain conditions support repayment of debt issued by its former parent company Wallenius Wilhelmsen ASA at the date of the demerger. This joint liability is treated as an off-balance sheet item.
The company's general policy is that no financial guarantees are provided by the parent company.
The company's exposure to credit risk on cash and bank deposits is
considered to be very limited as the company maintain banking relationships with a selection of well-known banks.
The company is the owner of the cash pool with the subsidiary Den Norske Amerikalinje AS (NAL) as participant. Bank balances in NAL is presented as intercompany receivable/ liability in the parent financial statements.
The company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to at all times meet its liabilities, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company and the group's reputation.
The ultimate owner of Treasure ASA is Tallyman AS, which controls the company through its ownership in Wilh. Wilhelmsen Holding ASA. Tallyman AS control about 60% of voting shares of Wilh. Wilhelmsen Holding ASA who has an ownership of approximately 75% in Treasure ASA. In addition, Tallyman AS directly owns 1% of Treasure ASA.
Tallyman AS is controlled by Thomas Wilhelmsen.
The company has undertaken several transactions with related parties within
the Wilh. Wilhelmsen Holding group. All transactions are entered into in the ordinary course of business of the company and the agreements pertaining to the transactions are all entered into on market terms.
Shared Services delived to Treasure ASA relates to management, tax, communication, treasury, legal services, accounting and rent of office facilities. Generally, Shared Services are priced using a cost plus 5% margin calculation, in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually.
| NOK thousand | Note | 2021 | 2020 |
|---|---|---|---|
| OPERATING EXPENSES TO RELATED PARTIES | |||
| Wilhelmsen Ships Service AS | (131) | ||
| Wilhelmsen Accounting Services AS | (131) | (258) | |
| Wilh. Wilhelmsen Holding ASA | (1 826) | (1 796) | |
| Operating expenses to related parties | 1 | (2 088) | (2 053) |
| DIVIDEND AND GROUP CONTRIBUTION FROM SUBSIDIARIES | |||
| Den Norske Amerikalinje AS | 641 327 | ||
| Dividend and group contribution from subsidiary | 0 | 641 327 | |
| INTEREST INCOME FROM GROUP COMPANIES | |||
| Den Norske Amerikalinje AS | 1 | ||
| Interest income from group companies | 0 | 1 | |
| INTEREST EXPENSES TO GROUP COMPANIES | |||
| Den Norske Amerikalinje AS | (92) | ||
| Interest expenses to group companies | 0 | (92) | |
| ACCOUNT PAYABLES | |||
| Wilhelmsen Ships Service AS | (82) | ||
| Wilh. Wilhelmsen Holding ASA | (571) | ||
| Account payables to related parties | (652) | 0 | |
| CASH POOL PAYABLES | |||
| Den Norske Amerikalinje AS | (109 071) | (12 481) | |
| Cash pool payables | (109 071) | (12 481) |
No material events occurred between the balance sheet date and the date when the accounts were presented which provide new information about conditions prevailing on the balance sheet date.

To the General Meeting of Treasure ASA
We have audited the financial statements of Treasure ASA, which comprise:
In our opinion:
Our opinion is consistent with our additional report to the Audit Committee.
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by laws and regulations and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
| accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. We have been the auditor of the Company for 6 years from the election by the general meeting of the shareholders on 12.02.2016 for the accounting year 2016. 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 our 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. |
| We have determined that there are no key audit matters to communicate in our report. |
| Other Information |
| The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors' report and the other information presented with the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors' report and the other information presented with the financial statements. |
| In connection with our audit of the financial statements, our responsibility is to read the Board of Directors' report and the other information presented with the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors' report and the other information presented with the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors' report and the other information presented with the financial statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors' report and the other information presented with the financial statements. We have nothing to report in this regard. |
| Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors' report |
| • is consistent with the financial statements and |
| • contains the information required by applicable legal requirements. |
| Our opinion on the Board of Director's report applies correspondingly for the statements on Corporate Governance and Corporate Social Responsibility. |
| (2) |



We confirm, to the best of our knowledge, that the financial statements for the period from 1 January to 31 December 2021 have been prepared in accordance with current applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit for the entity and the group taken as a whole.
We also confirm that the Board of Directors' Report includes a true and fair review of the development and performance of the business and the position of the entity and the group, together with a description of the principal risks and uncertainties facing the entity and the group.
Lysaker, 9 February 2022 The board of directors of Treasure ASA
Thomas Wilhelmsen Chair
Marianne Hagen
Benedicte Bakke Agerup
Christian Berg Magnus Sande CEO
As of 31 December 2021
| TREASURE group | ||
|---|---|---|
| Treasure ASA, Norway | ||
| Den Norske Amerikalinje AS Norway |
||
| Hyundai Glovis Ltd Republic of Korea, 11% |
Unless otherwise stated, the company is wholly-owned
Treasure ASA P O Box 33 NO-1324 Lysaker, NORWAY Tel: +47 67 58 40 00
Org no 916 803 222 MVA
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