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

Capital management

Capital management
12 Months Ended
Dec. 31, 2023
Capital Management [Abstract]  
Capital management Capital management
For the purpose of the Group’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the parent. Refer to Note 23 and Note 24 for the quantitative disclosures of the Company’s share capital, share premium and other reserves.
The objective of capital management is to secure financial flexibility to maintain long-term business operations. The Group manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may amongst others issue new shares or other financial instruments.
The Group has not paid any dividends since its incorporation. The Group expects to retain all earnings, if any, generated by operations for the development and growth of its business and does not anticipate paying any dividends to shareholders in the foreseeable future. In December 2022, the Group has secured financing for its operations through a renewed facility, which is disclosed in Note 25.
No changes were made in the objectives for managing capital during the years ended December 31, 2023 and 2022.
Loan covenants
Under the terms of the renewed facility, the Group is required to comply with the following financial covenants related to interest and earnings before interest, taxes, depreciation and amortization (“EBITDA”) at the consolidated level of the Group:
1.Leverage ratio: calculated on a consolidated level as (total net debt 12 / Group EBITDA).
2.Interest cover ratio: calculated on a consolidated basis as (Group EBITDA / interest paid).
The covenants shall be determined based on the IFRS financial statements of the Group, as required by the terms and conditions of the renewed facility. The compliance with these covenants shall be tested every six months, with the testing period being twelve months ending December 31 and June 30. The first testing date of the interest cover ratio was June 30, 2023. The first testing date of the leverage ratio is June 30, 2024.
The target covenant ratios are determined based on a twelve-month running basis and are as follows:
Testing period ending on Leverage ratio Interest cover ratio
June 30, 2023 Unconditional
December 31, 2023 Unconditional
June 30, 2024
December 31, 2024
June 30, 2025
December 31, 2025
June 30, 2026
December 31, 2026
June 30, 2027
The Group may within ten business days from the occurrence of a breach or the anticipated breach of the loan covenants remedy such default by providing evidence of receipt of new funding, sufficient to cure such breach (“equity cure right”). Such remediation is available for not more than two consecutive testing dates and four times over the duration of the renewed facility. In case if the covenants breach is not cured, such a breach is considered a default and could lead to the cancellation of the total undrawn commitments and the loan to become immediately due and payable.
Additionally, the following ratios are set as drawstop event conditions for the part of the renewed facility aimed at financing and refinancing certain capital expenditures and permitted acquisitions, which if breached prior to the anticipated utilization of the capex portion of the renewed facility – will result in the drawdown stop:
Group EBITDA margin ratio: calculated on a consolidated level as (Group EBITDA / Group Revenue).
Group EBITDA amount: calculated on a consolidated level
Fast/ultra-fast charging equipment utilization rate: calculated on a consolidated level as (average number of sessions over the relevant Group charger base, divided by 50).
The target drawdown stop conditions are determined based on a twelve-month running basis and are as follows:
Testing period ending on EBITDA margin (drawstop) EBITDA (drawstop) Fast/ultra-fast charging equipment utilization rate (drawstop)
June 30, 2023 -4.3  % (8.5)  million 10.4  %
December 31, 2023 -5.8  % (11.6)  million 11.5  %
June 30, 2024 8.1  % 19.8   million 12.7  %
December 31, 2024 19.4  % 68.2   million 12.9  %
June 30, 2025 24.1  % 111.2   million 14.2  %
December 31, 2025 27.3  % 157.5   million 15.5  %
June 30, 2026 28.9  % 200.0   million 16.6  %
December 31, 2026 Unconditional Unconditional Unconditional
June 30, 2027 Unconditional Unconditional Unconditional
Breaching the requirements would cause a drawdown stop. Continuing breaches in the drawstop conditions would permit the bank to cancel the total undrawn commitments. The Group may within twenty business days from the occurrence of a drawstop event provide a remedial plan setting out the actions, steps and/or measures (which may include a proposal for adjustments of the financial covenants' or utilization rate's levels) which are proposed to be implemented in order to remedy such drawstop event.
In the preparation of its consolidated financial statements, the Group assessed whether information about the existence of the covenant and its terms is material information, considering both the consequences and the likelihood of a breach occurring. The consequences of a covenant breach have been described in this note. A covenant breach would affect the Group’s financial position and cash flows in a way that could reasonably be expected to influence the decisions of the primary users of these consolidated financial statements. Refer to Note 2.2 for additional information.
The Group has complied with these covenants in the reporting period ended December 31, 2023. The actual interest cover ratio for the twelve months ended December 31, 2023 was 0.6.