Allego N.V. Post-effective amendment to a registration statement that is not immediately effective upon filing

Post-effective amendment to a registration statement that is not immediately effective upon filing

Taxation

Taxation

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Text Block [Abstract]

Taxation

17.	Income tax

The income tax

expense

for the six months ended June 30, 2022, is

recognized

based on the Group’s estimate of the weighted average effective annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the six months ended June 30, 2022 is 0.07% (June 30, 2021: 0.42%).

27. Taxation

27.1 Income taxes

Income tax expense recognized in the consolidated statement of profit or loss

The major components of income tax expense recognized in the consolidated statement of profit or loss for the years ended December 31, 2021, 2020 and 2019 are as

follows:


(in €‘000)	2021			2020			2019

Current income tax expense
Current income tax expense for the year		(200	)		(33	)		(276	)
Total current tax expense		(200	)		(33	)		(276	)

Deferred tax expense
(De)recognition of deferred tax assets		(152	)		722			—
Total deferred tax expense		(152	)		722			—
Income tax expense		(352	)		689			(276	)

Reconciliation of effective tax rate

The following table provides a reconciliation of the statutory income tax rate with the average effective income tax rate in the consolidated statement of profit or loss for the years ended December 31, 2021, 2020 and

2019:


	2021						2020						2019
	(in €‘000)			%			(in €‘000)			%			(in €‘000)			%
Effective tax reconciliation
Loss before income tax		(319,320	)					(43,945	)					(42,828	)
Income tax expense at statutory tax rate		79,830			(25.0	)		10,986			(25.0	)		10,707			(25.0	)

Adjustments to arrive at the effective tax rate:
Impact of different tax rates of local jurisdictions		—			—			(39	)		0.1			(85	)		0.2
Non-deductible expenses		(74,033	)		23.2			(1,784	)		4.1			8			—
Temporary differences for which no deferred tax is recognized		5,997			1.9			(9,196	)		20.8			(10,906	)		25.4
( De)recognition of previously (un)recognized deferred tax asset s		(152	)		0.0			722			(1.6	)		—			—
Effective tax (rate)		(352	)		0.1			689			(1.6	)		(276	)		0.6

27.2 Deferred taxes

Deferred tax assets and liabilities


(in €‘000)	2021			2020


Deferred tax assets		4,573			4,837
Deferred tax liabilities		(3,851	)		(4,837	)
Balance at January 1		722			—

Movements in deferred tax
Recognition of losses		(859	)		859
Movements of temporary differences		974			(386	)
Recognition of tax credits		(267	)		249
Balance at December 31		570			722

Deferred tax assets		8,209			4,573
Deferred tax liabilities		(7,639	)		(3,851	)
Balance at December 31		570			722

Movements of temporary differences

The following table provides an overview of the movements of temporary differences during the years

ended

December 31, 2021 and 2020 and where those movements have been recorded: the consolidated statement of profit or loss (“profit or loss”) or directly in equity.


				Recognized in
(in €‘000)	Net balance January 1			Profit or loss			Equity		Net balance December 31			DTA		DTL

Movements in 2020

Property, plant and equipment		609			271			—		880			1,060		(180	)
Intangible assets		(21	)		(52	)		—		(73	)		—		(73	)
Right-of-use assets		(3,683	)		224			—		(3,459	)		27		(3,486	)
Trade and other receivables		6			(6	)		—		—			—		—
Inventories		(70	)		70			—		—			—		—
Non-current lease liabilities		2,846			(1,127	)		—		1,719			1,719		—
Current lease liabilities		90			392			—		482			482		—
Provisions		(40	)		(23	)		—		(63	)		—		(63	)
Trade and other payables		86			(135	)		—		(49	)		—		(49	)
Net operating losses		—			859			—		859			859		—
Interest carry forward		177			249			—		426			426		—
Total		—			722			—		722			4,573		(3,851	)

Movements in 2021
Property, plant and equipment		880			52			—		932			932		—
Intangible assets		(73	)		—			—		(73	)		—		(73	)
Right-of-use assets		(3,459	)		(3,995	)		—		(7,454	)		—		(7,454	)
Trade and other receivables		—			—			—		—			—		—
Inventories		—			—			—		—			—		—
Non-current lease liabilities		1,719			3,649			—		5,368			5,368		—
Current lease liabilities		482			1,268			—		1,750			1,750		—
Provisions		(63	)		—			—		(63	)		—		(63	)
Trade and other payables		(49	)		—			—		(49	)		—		(49	)
Net operating losses		859			(859	)		—		—			—		—
Interest carry forward		426			(267	)		—		159			159		—
Total		722			(152	)		—		570			8,209		(7,639	)

Unrecognized deferred tax assets


(in €‘000)	December 31, 2021		December 31, 2020
Tax losses		132,498		116,405
Deductible temporary differences		—		—
Tax credits		—		—
Interest carry forward		16,986		12,534
Total		149,484		128,939
Potential tax benefit		40,313		34,772

Interest carry forwards do not expire.

Estimates and assumptions

Refer to Note 3.2.1 for details on estimates and assumptions made with respect to the recognition of deferred tax assets.

Changes to the applicable tax rate (the Netherlands)

December 21, 2021, changes to the Dutch corporate income tax law were substantively enacted and will be effective from January 1, 2022. Unused tax losses available for carryforward will no longer have an expiry date. The carryback period will remain

one year

. However, the amount of unused tax losses available for carryforward without an expiry date will be maximized to

% of taxable income in excess of one million euros. The revised carryforward period applies to all tax losses arising as of January 1, 2022, but also to unused tax losses available for carryforward as of that date to the extent that these tax losses have arisen in fiscal years that commenced on or after January 1, 2013.

addition, the corporate income tax rate will increase from

25.0

% to

25.8

%, for taxable income in excess of €

395

thousand (2020: €

245

thousand). The corporate income tax rate for taxable income up to €395 thousand remains unchanged at

15.0

Consequently, the relevant deferred tax balances have been remeasured.

Expiration year of loss carryforwards

at December 31, 2021, the Group had unused tax losses available for carryforward for an amount of €

132,498

thousand. These unused tax losses do not have an expiry date.

As at December 31, 2020, the Group had unused tax losses available for carryforward for an amount of

€

44,246

thousand that expire in 2025, for an amount of

€

30,208

thousand that expire in 2026 and for an amount of

€

19,269

thousand that expire in 2027. The remaining unused tax losses available for carryforward for amount of

€

22,682

thousand did not have an expiry date.

27.3 Fiscal unity for Dutch corporate income tax purposes

Exclusion from the fiscal unity for Dutch corporate income tax purposes

of June 1, 2018, the Company and its Dutch wholly-owned subsidiaries form a fiscal unity with Madeleine — the Company’s immediate parent entity — and Opera Charging B.V. (“Opera”—parent entity of Madeleine) for corporate income tax. The completion of the Transaction will result in the exclusion of the Company and its Dutch wholly-owned subsidiaries from the Dutch corporate income tax fiscal unity headed by Opera. The Company has prepared and filed a request with the Dutch Tax Authorities (“DTA”) for upfront certainty regarding the consequences of the exclusion from the fiscal unity. This request specifically covers:

•

the methodology of determining the carryforward Dutch tax losses allocable to the Company and its Dutch wholly-owned subsidiaries and the carryover of these carryforward Dutch tax losses;

•

the

non-deductibility

of interest in relation to the carryover of carryforward

non-deductible

interest allocable to the Company and its Dutch wholly-owned subsidiaries;

•

the

non-applicability

of the Dutch restriction for the use of carryforward tax

losses/non-deductible

interest after a change in control; and

•

the

non-applicability

of the clawback rules following transfers within the Dutch fiscal unity.

The Company submitted the request to the DTA on July 28, 2021. The request, together with the Company’s answers to various

follow-up

questions, was under review by the DTA for the remainder of the year ended December 31, 2021.

The Group has reached an agreement with the DTA on January 18, 2022 on this request. Refer to Note 35 for more information.