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

Related-party transactions

v3.22.1
Related-party transactions
12 Months Ended
Dec. 31, 2021
Text Block [Abstract]  
Related-party transactions
33. Related-party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
Relationship with the
Mega-E
Group
After the sale of
Mega-E
Charging B.V.
(“Mega-E”)
to Meridiam EM SAS,
Mega-E
established subsidiaries and formed the
Mega-E
Group. As a result of the sale,
Mega-E
and its subsidiaries (the
“Mega-E
Group”) became related parties under common control (please also refer to Note 33.2 for more information).
The relationship between the Group and the
Mega-E
Group is that of a customer and service provider. Subsequent to the sale, the Group entered into several EPC and O&M contracts with the
Mega-E
Group to construct and operate charging stations across Europe. The EPC agreements relate to the engineering, design, procurement, delivery, construction, installation, testing and commissioning of electric vehicle charging infrastructure at designated areas. The Group receives a fixed contract price for these services.
The O&M agreements relate to the operation and maintenance of the delivered electric vehicle charging infrastructure by the Group to the
Mega-E
Group. The services consist of the technical operation of the charging stations, revenue management, maintenance, providing pricing recommendations and providing access to the Group’s EV Cloud platform. The Group receives a service fee that contains both fixed and variable fees per charging session.
During the year ended December 31, 2021, one of the directors of the Group was also an executive director of
Mega-E.
As at December 31, 2021, the director resigned from the Group. Additionally, one of the
non-executive
directors of the Group is also a
non-executive
director of
Mega-E.
Terms and conditions of transactions with related parties
Management services were bought from the immediate parent entity for a fixed fee. All other transactions were made on normal commercial terms and conditions and at market rates. Outstanding balances are unsecured. Asset and liability positions can either be offset or can be settled in cash. No loss allowance is recognized on these balances.
33.1 Transactions with related parties
 
(in €‘000)
  
Relationship
    
2021
    
2020
    
2019
 
Madeleine Charging B.V.
  
 
Immediate
parent entity
 
 
                          
Interest expenses on shareholder loans
              8,162        7,530        5,568  
Management fee
              —          25        25  
Reimbursement of advisory fees
              1,868        1,400        —    
Reimbursement of marketing expenses
              —          1,568        —    
Share-based payment expenses
              291,837        7,100        —    
         
Mega-E
Group
(Mega-E
Charging B.V. and its subsidiaries)
  
 
Other related
party

 
                          
Revenue from contracts with related party
              23,974        10,702        8,739  
         
EV Cars
  
 
Other related
party

 
                          
Revenue from contracts with related party
              24,566        —          —    
Share-based payment expenses
On December 16, 2020, the Company’s immediate parent entity — Madeleine — entered into a Special Fees Agreement, under which share-based payment awards are provided to an external consulting firm. Madeleine has the obligation to settle the agreement, but the Group accounts for the Special Fees Agreement as a share-based payment arrangement as the Group receives services from the consulting firm under the agreement. The Group does not have an obligation to settle the share-based payment awards with the consulting firm in cash or equity instruments and therefore the total arrangement is classified as an equity-settled share-based payment arrangement. Refer to Note 10 for details on the Special Fees Agreement.

Purchase option to acquire
Mega-E
On July 28, 2021, the Group and Meridiam EM — an indirectly wholly-owned subsidiary of Meridiam SAS, the Company’s ultimate parent — entered into a call option agreement to acquire 100%
of the share capital of Mega-E. Meridiam EM is a related party under common control. The exercise of the call option by the Group is conditional upon satisfaction of the Transaction contemplated under the BCA and the call option can be exercised by the Group at the earliest on January 15, 2022, and within the six-month period thereafter. Refer to Note 18 for details. 
Revenue from contracts with EV Cars
During the year ended December 31, 2021, a transaction with EV Cars — a new related party — was identified. EV Cars is a related party under common control of Meridiam EM SAS. On June 28, 2021, the Group entered into a contract with EV Cars for the design, construction, installation and operation and maintenance of charging stations. There have not been any transactions with this related party before the year ended December 31, 2021.
33.2 Balances with related parties
At December 31, 2021 and 2020, the Group held the following balances with related parties:
 
(in €‘000)
  
Relationship
    
December 31,
2021
    
December 31,
2020
 
Madeleine Charging B.V.
  
 
Immediate
parent entity
 
 
                 
Shareholder loans
              (100,193      (92,031
Current receivables/(payable) from related party
              106        31  
Trade payable to related party
              (140      —    
       
Opera Charging B.V.
  
 
Parent entity
 
                 
Current receivables from related party
              37        8  
       
Mega-E
Group
(Mega-E
Charging B.V. and its subsidiaries)
  
 
Other related
party
 
 
                 
Trade receivables from related party
              26,449        18,648  
Trade payable to related party
              (1,599      (23
Contract assets with related party
              277        —    
Contract liabilities with related party
              (2,291      (4,449
Other current receivables from related party
              3        3  
       
EV Cars
  
 
Other related
party

 
                 
Contract assets with related party
              237        —    
Contract liabilities with related party
              (17,997      —    
       
Meridiam EM
  
 
Other related
party
 
 
                 
Purchase option derivative
              27,200        —    
33.3 Remuneration of key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. The Group considers all members of the Executive Board to be key management personnel as defined in IAS 24
Related party disclosures
. The Executive Board consists of the chief executive officer (CEO), the chief financial officer (CFO), the chief operating officer (COO) and the chief technology officer (CTO).
The following remuneration of key management personnel was recognized as an expense in the consolidated statement of profit or loss for the years ended December 31, 2021, 2020 and 2019:

(in €‘000)
  
2021
 
  
2020
 
  
2019
 
Short-term employee benefits
     1,086        1,675        894  
Termination benefits
     —          283        —    
Share-based payments
     89,636        2,450        —    
Total
  
 
90,722
 
  
 
4,408
 
  
 
894
 
Share-based payments
On December 16, 2020, the Company’s immediate parent entity — Madeleine — entered into a Special Fees Agreement (the “Agreement”), under which share-based payment awards are provided to an external consulting firm (refer to Note 10 for details). Prior to joining the Company as members of the Executive Board, two directors were contractors of the external consulting firm, in which capacity they provided management services related to the Company to Madeleine, the Company’s immediate shareholder.
The directors are entitled to compensation from the external consulting firm in the form of a fixed percentage of the total benefits (including the proceeds from a future sale of shares in the Company) that the external consulting firm will generate under the Agreement. Therefore, the Group has considered that a portion of the share-based payment expenses represents key management compensation and accordingly recognized that portion as employee benefits expenses within general and administrative expenses. For the year ended December 31, 2021, that portion of the share-based payment expenses amounted to €89,636 thousand (2020: €2,450 thousand, 2019: € nil).
For the year ended December 31, 2021, the remaining amount of the total share-based payment expenses of €
202,201 thousand (2020: €4,650 thousand, 2019: € nil) is compensation for external consulting services. Therefore, the Group has recognized this amount as legal, accounting and consulting fees, within general and administrative expenses (refer to Note 8 and Note 10 for details).