Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Borrowings

v3.22.1
Borrowings
12 Months Ended
Dec. 31, 2021
Text Block [Abstract]  
Borrowings
24. Borrowings
This note provides a breakdown of borrowings in place as at December 31, 2021 and 2020.
 
(in €‘000)
  
Interest rate
  
Maturity
  
December 31,
2021
  
December 31,
2020
Senior debt
   Euribor* + 5%**    May 27, 2026    112,935    67,579
Shareholder loans
   9%   
November 30, 2035,
May 31, 2035***
   100,193    92,031
Total
            
213,128
  
159,610
 
*
The Euribor rate (6M) is floored at 0%. This floor is closely related to the contract of the loan and is therefore not presented separately in the consolidated statement of financial position.
**
The margin of 5% will increase by 0.25% per year, for the first time in June 2022.
***
Of the total shareholder loans, one shareholder loan has a maturity date of November 30, 2035. The carrying amount at December 31, 2021 was €8,129 thousand (2020: €7,853 thousand).
Senior debt
In May 2019, the Group entered into a senior debt bank facility agreement to finance its operations. The principal terms and conditions of the senior debt bank facility are as follows:
 
   
a facility of €120 million;
 
   
drawdown stop when conditions precedent (covenant ratios) are not met;
 
   
repayment in full at maturity date;
 
   
commitment fee per year equal to 35% of the applicable margin. For the years ended December 31, 2021 and 2020, the commitment fee was 1.75% per year (equal to 35% of the margin of 5%).
During the year ended December 31, 2021, the Group completed three (2020: two, 2019: two) drawdowns on the facility for a total amount of €44,315 thousand (2020: 37,345 thousand, 2019: 38,339 thousand). On March 31, 2021, September 30, 2021, and December 2, 2021, the Group completed drawdowns on the facility of €24,203 thousand, €5,660 thousand and €14,452 thousand, respectively. As a result of these drawdowns, the Group has utilized the maximum amount of credit as allowed under the facility as of December 2, 2021.
Assets pledged as security
The senior debt bank facility is secured by pledges on the bank accounts (presented as part of cash and cash equivalents), pledges on trade and other receivables presented in Note 19 and pledges on the shares in the capital of Allego B.V. and Allego Innovations B.V. held by the Company. These pledges may be enforced on the occurrence of an event of default which is continuing. The carrying amount of assets pledged as security for the senior debt are as follows:
 
(in €‘000)
  
December 31,
2021
    
December 31,
2020
 
Current assets
     
Floating charge
     
Cash and cash equivalents
     6,206        6,363  
Trade receivables
     38,767        22,287  
Other receivables
     5,752        827  
Total current assets pledged as security
  
 
50,725
 
  
 
29,477
 
Transaction costs
During the year ended December 31, 2021, the Group incurred €517 thousand (2020: €1,291 thousand, 2019: €7,356 thousand) of transaction costs that are directly attributable to the senior debt bank facility. These costs are included in the measurement of the loan and are amortized over the term of the loan using the effective interest method. Interest expenses on the Group’s senior debt bank facility are recognized as part of finance costs in the consolidated statement of profit or loss. Refer to Note 11 for details.
Prior to the drawdown on December 2, 2021 — the date on which the Group has utilized the maximum amount of credit as allowed under the facility — the Group expected that it would draw on the funds available under the senior debt facility. Therefore, commitment fees paid on the unused portion of the senior debt bank facility were deferred and treated as an adjustment to the loan’s effective interest rate and recognized as interest expense over the term of the loan. The Group did not incur additional commitment fees after December 2, 2021, as the Group has utilized the maximum amount of credit as allowed under the facility.
Loan covenants
The senior debt bank facility contains loan covenants. Refer to Note 31 for details.
Shareholder loans
In 2018 and 2019, the Group entered into six shareholder loans with Madeleine (the Company’s immediate parent) to finance its operations. All shareholder loans have similar terms and conditions. The principal terms and conditions are as follows:
 
   
repayment in full at maturity date;
 
   
interest can be paid or accrued at the discretion of the Group. Any accrued interest is due at the maturity date of the loan.
Interest expenses on the Group’s shareholder loans have been accrued to the carrying value of the shareholder loans and are recognized as part of finance costs in the consolidated statement of profit or loss. Refer to Note 11 for details.
Maturity profile of borrowings
The maturity profile of the borrowings is included in Note 30.
Changes in liabilities arising from financing activities
The movements in liabilities from financing activities in 2021 and 2020 have been as follows:
 
(in €‘000)
  
Senior
debt
    
Shareholder
loans
    
Lease
liabilities
    
Total
 
As at January 1, 2020
  
 
29,965
 
  
 
84,502
 
  
 
14,579
 
  
 
129,046
 
Proceeds from borrowings
     38,339        —          —          38,339  
Payment of principal portion of lease liabilities
     —          —          (1,658      (1,658
New leases
     —          —          1,571        1,571  
Termination of leases
     —          —          (589      (589
Other changes
     (725      7,529        —          6,804  
As at December 31, 2020
  
 
67,579
 
  
 
92,031
 
  
 
13,903
 
  
 
173,513
 
As at January 1, 2021
  
 
67,579
 
  
 
92,031
 
  
 
13,903
 
  
 
173,513
 
Proceeds from borrowings
     44,315        —          —          44,315  
Payment of principal portion of lease liabilities
     —          —          (3,215      (3,215
New leases
     —          —          20,800        20,800  
Termination of leases
     —          —          (670      (670
Other changes
     1,041        8,162        799        10,002  
As at December 31, 2021
  
 
112,935
 
  
 
100,193
 
  
 
31,617
 
  
 
244,745
 
Other changes for the year ended December 31, 2021 of €10,002 thousand (2020: €6,804 thousand) include the effect of accrued but not yet paid interest on the Group’s borrowings of €14,674 thousand (2020: €11,015 thousand), offset by interest payments on the Group’s borrowings of €5,469 thousand (2020: €4,211 thousand) and exchange differences on translation of foreign denominated lease liabilities of €798 thousand (2020: € nil). The Group presents interest paid as cash flows from operating activities.