VNV Global AB (publ) Financial Report

for the Third Quarter and the First Nine Months 2020

Financial Report

for the Third Quarter and the First Nine Months 2020

Net asset value (NAV) and financial results

Financial results for the third quarter 2020

Key events during the quarter

Key events after the end of the period

for the nine-month period 2020

Net result for the quarter was USD 38.33 mln (-9.44).

July 1, 2020-September 30, 2020

No significant events have occurred after the end of the

The VNV Global AB (publ) ("VNV Global") group's net

Earnings per share were USD 0.42 (-0.12).

On July 24, 2020, VNV Global announced that the

reporting period.

asset value was USD 902.67 million (mln) on September

Company's Rights Issue was significantly oversub-

30, 2020 (December 31, 2019: 776.98), correspond-

scribed. The Rights Issue provided VNV Global with

ing to USD 9.49 per share (December 31, 2019: 9.94).

proceeds amounting to approximately SEK 872 million

Given a SEK/USD exchange rate of 9.03 the NAV was

prior to transaction costs. Upon full exercise of warrants,

SEK 8,150.29 mln (December 31, 2019: 7,239.24)

the Company is from and including July 13, 2023 up until

and SEK 85.72 per share (December 31, 2019: 92.63),

and including August 10, 2023, expected to raise an

respectively.

additional SEK 1,009.5 mln prior to transaction costs.

The group's NAV per share in USD, excluding the

In August 2020, Voi closed a new financing round

rights issue effect, increased by 0.62%. The value

where VNV Global participated with USD 10 mln.

change in the portfolio is mainly driven by positive reval-

uations of Babylon and Gett and negative revaluations of

Voi, BlaBlaCar and OneTwoTrip.

Net result for the period was USD 29.64 mln (January

1, 2019-September 30, 2019: 76.47). Earnings per

share were USD 0.35 (0.97).

The Company will hold a telephone conference with an interactive presentation at 15:00 CEST (09:00 a.m. EDT) Friday,

October 23. For call-in details, see separate press release issued Wednesday, October 21, at www.vnv.global.

2

Management report

Babylon

Babylon is continuing its push to change the health care sector as we know it, standing on the barricades of a sector that is changing at lightspeed. Again 10 years of change is happening at the change of 10 days. Lots of work remains but Babylon is likely the most important company in the space in the world today.

The company is working to sign contracts worth annual revenues of some USD 600 mln by December this year. It takes some time for a contract to start generating revenues but the company believes it will convert enough to reach some USD 250 mln in revenues next year and possibly as much as USD 400 mln, potentially growing to as much as USD 900 mln in 2022.

Per Brilioth, Managing Director

Photo: Tobias OhlsVoi

We have spoken at length on Voi being in some kind of sweet spot in this Covid environment that we are in. Travelers want to move around their cities using a means of transportation that is as secure as possible in terms of the virus. This means walking, biking, driving or using e-scooters. Cities want to limit the use of public transport to stop the spread of the virus and at the same time free up their streets from cars. This also means e-scooters.

Again, UK is the best example of how Covid 19 has accelerated the use of e-scooter platforms. It is great to see that Voi is killing it in this country, by far the leader in terms of winning licenses, many of them exclusive.

With the new generation of scooters unit economics have transformed through longer lifetime and the easier/ cheaper charging operation on the back of swappable batteries which have allowed the company to show EBITDA positive results during a few consecutive months since July.

All of this means that Voi now is attracting serious attention from 800k gorilla type of investors in the US and we are expecting the company to announce its next round materially faster than initially envisaged, leaving the competition scrambling in every sense.

Inturn

We have invested USD 6 mln in Inturn which together with the initial USD 5 mln in has rendered us a 10% stake in this exciting company. Inturn is also our very first investment into the US although their product is truly global.

Inturn is a SaaS enabled B2B marketplace for inventory disposition. Amazingly, large brands exit their unsold inventory in arcane ways with enormous room for improvement in terms of optimizing for efficiency, speed, price, protection of brand etc.

Inturn, an SAP Endorsed App, is the leading platform to manage and optimize inventory disposition, in the world! And the world is large! This is an annual USD 170 bln market of excess inventory in consumer categories and significantly larger across all categories. The software has helped provide up to 85% cost reduction and up to 10% margin recovery. Simplistically at the Inturn marketplace large brands like Levi's and Unilever sell their slow moving or excess inventory to a range of different business buyers. Inturn's take rate is at this stage small, 1% growing to 2% but we believe it has the opportunity to grow as the market becomes broader and more liquid with 5% being realistic.

Inturn has gained traction within fashion and apparel which is a USD 75 bln opportunity. In fact 5 of the 10 largest global brands transacted on the platform in 2019. The company has also expanded its offering into FMCG categories such as food & beverage, personal care and health & beauty. The product as such is industry-agnostic and clearly scalable across multiple verticals.

Numan

We during the quarter continued to invest into Numan, bringing our total USD investment to 4.6 mln giving us a 20% stake in the company. Numan is Europe's leading online health clinic for men. One US equivalent just listed at a USD 500 mln valuation and the other one is expected to go public at a USD 1.6 bln price. We have Numan marked at company valuation of USD 50 mln. There is upside…

Capital Markets Week

Finally, we want to thank everyone who participated in our Capital Markets Week October 12-16 where we virtually hosted Babylon, BlaBlaCar, Voi, Gett and SWVL to present. We had a great turn out with interesting presentations and lots of insightful questions from the audience. If you missed it, I encourage you to watch the recordings which are available through the VNV website. Next time, fingers crossed, we can all meet in person again!

Per Brilioth

Managing Director

3

Investment portfolio

The VNV Global investment portfolio /September 30, 2020/

Category

Category

Category

Category

Mobility

Digital Health

Classifieds

Other

43.5%

30.9%

14.7%

10.9%

Company

Company

Company

Company

BlaBlaCar

19.1%

Babylon

28.9%

Property Finder

4.4%

Cash and cash equivalents

8.1%

Gett

9.2%

Numan

0.9%

Hemnet

2.9%

Liquidity management

1.6%

Voi

7.8%

Vezeeta

0.4%

Booksy

1.5%

YouScan

0.5%

SWVL

2.7%

Grace Health

0.3%

Inturn

1.3%

Other

0.5%

OneTwoTrip

2.1%

Napopravku

0.2%

Housing Anywhere

1.0%

Marley Spoon

0.2%

Dostavista

1.3%

Yoppie

0.2%

El Basharsoft

0.9%

Olio

0.1%

Monopoliya

0.8%

DOC+

0.2%

Wallapop

0.9%

Scout investments

0.0%

Shohoz

0.7%

Merro

0.8%

JamesEdition

0.3%

Naseeb Networks

0.3%

Shwe Property

0.1%

Dubicars

0.1%

JobNet

0.1%

Agente Imóvel

0.1%

CarZar

0.0%

4

Portfolio structure

- Net Asset Value

The investment portfolio stated at fair market value as at 9M 2020, is shown below.

/Expressed in USD thousands/

Category

Company

Fair value,

Investments/

Fair value

Valuation change

Fair value,

Percentage

Ownership

Valuation

09/30/2020

Disposals

change

per share

12/31/2019

weight

method

Digital Health

Babylon

287,371

-

87,371

44%

200,000

28.9%

10.8%

Revenue multiple

Mobility

BlaBlaCar

190,151

-

-19,303

-9%

209,454

19.1%

8.7%

Revenue multiple

Mobility

Gett

91,052

5,300

10,899

11%

74,853

9.2%

5.6%

Revenue multiple

Mobility

Voi

77,111

10,000

-35,323

-34%

102,434

7.8%

31.7%

Latest transaction

Classifieds

Property Finder

44,143

-

-3,740

-8%

47,883

4.4%

9.5%

Revenue multiple

Classifieds

Hemnet1

28,512

-

2,667

10%

25,845

2.9%

6.0%

EBITDA multiple

Mobility

SWVL

26,437

7,002

3,433

24%

16,002

2.7%

12.6%

Revenue multiple

Mobility

OneTwoTrip

21,142

-

-7,511

-26%

28,653

2.1%

21.1%

Revenue multiple

Classifieds

Booksy

14,528

-

1,597

12%

12,931

1.5%

11.8%

Revenue multiple

Mobility

Dostavista

12,561

1,000

-

0%

11,561

1.3%

16.5%

Latest transaction

Classifieds

Inturn

12,538

11,230

1,308

12%

-

1.3%

10.1%

Latest transaction

Classifieds

Housing Anywhere

9,962

3,315

282

7%

6,366

1.0%

29.4%

Revenue multiple

Other share investments2

81,380

11,909

2,299

3%

67,173

8.2%

Other convertible notes2

1,463

-5,874

170

-

7,167

0.1%

Other

Liquidity management

15,768

-5,071

179

-

20,660

1.6%

Investment portfolio

914,119

38,812

44,325

830,982

91.9%

Other

Cash and cash equivalents

80,599

18,855

8.1%

Total investment portfolio

994,717

849,836

100.0%

Borrowings

-88,966

-68,582

Other net receivables/liabilities

-3,083

-4,270

Total NAV

902,669

776,984

  1. Indirect holding through YSaphis S.A. and Sprints Capital Rob R Partners S.A.
  2. For further details on the holdings, see Note 3.

5

Portfolio structure

- Net Asset Value

Change in financial assets at fair value through profit or loss per Q3 2020, is shown below.

/Expressed in USD thousands/

Category

Company

Fair value,

Investments/

Fair value

Valuation change

Fair value,

Percentage

Ownership

Valuation

09/30/2020

Disposals

change

per share

06/30/2020

weight

method

Digital Health

Babylon

287,371

-

9,129

3%

278,242

28.9%

10.8%

Revenue multiple

Mobility

BlaBlaCar

190,151

-

14,126

8%

176,025

19.1%

8.7%

Revenue multiple

Mobility

Gett

91,052

3,000

7,519

8%

80,533

9.2%

5.6%

Revenue multiple

Mobility

Voi

77,111

10,000

-

0%

67,111

7.8%

31.7%

Latest transaction

Classifieds

Property Finder

44,143

-

2,710

7%

41,433

4.4%

9.5%

Revenue multiple

Classifieds

Hemnet1

28,512

-

3,265

13%

25,247

2.9%

6.0%

EBITDA multiple

Mobility

SWVL

26,437

-

259

1%

26,178

2.7%

12.6%

Revenue multiple

Mobility

OneTwoTrip

21,142

-

-1,402

-6%

22,544

2.1%

21.1%

Revenue multiple

Classifieds

Booksy

14,528

-

2,419

20%

12,109

1.5%

11.8%

Revenue multiple

Mobility

Dostavista

12,561

-

-

0%

12,561

1.3%

16.5%

Latest transaction

Classifieds

Inturn

12,538

11,230

1,908

12%

-

1.3%

10.1%

Latest transaction

Classifieds

Housing Anywhere

9,962

-

61

1%

9,901

1.0%

29.4%

Revenue multiple

Other share investments2

81,380

8,270

6,086

1%

67,024

8.2%

Other convertible notes2

1,463

-5,785

76

-

7,171

0.1%

Other

Liquidity management

15,768

7,206

148

8,414

1.6%

Investment portfolio

914,119

33,921

45,705

834,493

91.9%

Other

Cash and cash equivalents

80,599

24,915

8.1%

Total investment portfolio

994,717

859,408

100.0%

Borrowings

-88,966

-85,841

Other net receivables/liabilities

-3,083

-4,724

Total NAV

902,669

768,843

  1. Indirect holding through YSaphis S.A. and Sprints Capital Rob R Partners S.A.
  2. For further details on the holdings, see Note 3.

6

Portfolio events

Investment activities during the nine-month period During the nine-month period 2020, net investments in financial assets, excluding liquidity management invest- ments, were USD 44.0 mln (2019: 156.1) and proceeds from sales, excluding liquidity management investments, were USD - mln (2019: 539.87).

For further information about the portfolio companies please see: VNV Global's website

Current portfolio

During the third quarter of 2020, global markets have continued to see volatility on the back of the global outbreak of Covid-19 earlier in 2020. During the quarter most cities had lifted the hard restrictions and activity gradually recovered. Signs of increased infection levels in various markets appeared towards the end of the quarter, but thus far the very har restrictions in late spring/early summer have not been reimposed. VNV Global's portfolio companies, to various degrees, have seen direct and indirect effects on their operations due to Covid-19.

Babylon

During the first nine months 2020, Babylon has continued to expand its services across markets and have also continued to see an elevated demand of their services on the back of Covid-19. In the US, Babylon has launched clinical services to approx. 3 million Americans in California, New York, Iowa, Missouri and Nevada with more to come. Babylon also launched a partnership with Mount Sinai Health Partners to serve 8.6 million New Yorkers. Babylon also expanded its service in Southeast Asia to six additional countries, now covering nearly 10 million Prudential members.

Babylon also invested in Higi, a consumer health engagement company, to increase access to Babylon services through 10k community and retail units within 5 miles of over 75% of the US population.

During the third quarter 2020, Babylon delivered 11.1k daily consultations, up 35.4% yoy. Global registrations reached 5.8 million, up from 3.8 million as per year-end 2019.

BlaBlaCar

Due to the different measures governments across Europe have introduced to limit the spread of Covid-19, BlaBlaCar has seen direct negative effects on the activity on their platform during the first nine months of 2020. In March, BlaBlaCar temporarily suspended all bus operations, on the back of this situation and is expected to resume operations as soon as practically. BlaBlaCar's main ride-sharing business has continued to operate, but given the measures in place across Europe during the second quarter, activity was very low in April/May. In June 2020, search intent on the BlaBlaCar platform in Spain and France recovered and surpassed levels during the same period in 2019. BlaBlaCar has a strong financial position and has also taken well balanced decisions during these volatile times, which allowed them a strong start of a recovery phase when markets started open up again in the end of the second quarter.

BlaBlaCar ended the third quarter with 98.8 mln members. During the third quarter of 2020 BlaBlaCar noted 14.3 mln passengers, which is a -29.8% decrease on the same quarter in 2019, severely impacted by Covid-19 related lockdowns. This represent a strong recovery compared with the second quarter which was down 71.3%.

Voi

In July 2020, Voi announced it had achieved double-digit EBITDA margins in June on the group level across its 40 markets in 11 countries. The company also announced it would raise up to USD 30 mln in new capital to enable further growth and expansion into newly opened UK market. VNV Global participated with USD 10 mln in the funding round alongside other existing and new investors that closed in August 2020. During the third quarter Voi has won several large pilot licenses in the UK, including West Midlands where Voi has an exclusive contract allowing them to deploy up to 10 thousand scooters.

Gett

In July 2020, Gett announced the completion of a USD 100 mln funding round. VNV Global participated with an additional USD 2.3 mln in May and another USD 3 mln in August 2020 as part of the final close of the round.

Numan

During the third quarter 2020 Numan closed a new GBP 10 mln series A round. VNV Global participated by converting existing convertible notes as well as injecting a smaller amount of new cash. The new round values VNV Global's stake in the company to USD 8.5 mln.

Inturn

During the third quarter 2020, VNV Global led a new funding round in Inturn. VNV invested an additional USD 6 mln in addition to the existing USD 5 mln note that was converted in connection of the round. Following the round VNV Global owns 10.1% of the company valued at USD 8.5 mln.

New investments during the third quarter

VNV Global did not complete any significant investments in new names during the third quarter 2020.

Liquidity management

The Company also has investments in money market funds, as part of its liquidity management operations. As per September 30, 2020, the liquidity management investments are valued at USD 15.77 mln (2019: 22.99), based on the latest NAV of each fund and bond's market value.

7

Financial information

The financial report of VNV Global AB (publ) after the Redomestication and the comparative figures presented in this financial report are attributable to the VNV Global Ltd. Group with VNV Global Ltd. as the former parent Company.

Group - results for the nine-month period 2020 and net asset value

During the period, the result from financial assets at fair value through profit or loss amounted to USD 44.20 mln (2019: 110.39) mainly derived from Babylon and Gett. Dividend and coupon income was USD 0.12 mln related to Merro dividends (2019: 3.07 related to Merro dividends).

Net operating expenses (defined as operating expenses less other operating income) amounted to USD -6.34 mln (2019: -28.75). Last year's increase in net operating expenses is mainly related to one-time extraordinary bonus following the successful exit of Avito.

Net financial items were USD -8.35 mln (2019: -8.24), mainly related to SEK/USD depreciation.

Net result for the period was USD 29.64 mln (2019: 76.47).

Total shareholders' equity amounted to USD 902.67 mln on September 30, 2020 (December 31, 2019: 776.98).

Liquid assets

Cash and cash equivalents of the group amounted to USD 80.60 mln (December 31, 2019: 18.86). The liquid asset investments, USD 15.77 mln (2019: 22.99), are in money market funds, as part of its liquidity management operations.

Group - results for the third quarter 2020

During the third quarter, the result from financial assets at fair value through profit or loss amounted to USD

45.70 mln (2019: -4.25) related to general positive value changes in the entire portfolio. Dividend and coupon income was USD - mln (2019: 0.84 related to Merro dividends).

Net operating expenses (defined as operating expenses less other operating income) amounted to USD -2.51 mln (2019: -5.98).

Net financial items were USD -4.87 mln (2019: -0.05), mainly related to SEK/USD depreciation.

Net result for the quarter was USD 38.33 mln (2019: -9.43).

Covid-19 impact on the investment portfolio During the third quarter of 2020, global markets have continued to see volatility on the back of the global outbreak of Covid-19 earlier in 2020. During the quarter 2020 most cities had lifted the hard restrictions and activity gradually recovered. Signs of increased infection levels in various markets appeared towards the end of the quarter, but thus far the very har restrictions in late spring/early summer have not been reimposed. VNV Global's portfolio companies, to various degrees, have seen direct and indirect effects on their operations due to Covid-19.

The direct impact of Covid-19 to date differs from company to company. During the first nine months of 2020, mobility and travel-related businesses have, as an example, seen a direct negative effect given the significant impact on domestic and international travel (both ground and air) across the globe, while businesses in the digital health space currently are seeing unprecedented demand for their services and products.

Risks and risk management

For a more detailed description of risks and risk manage- ment, please see the section "Business combinations under common control" within the financial report H1 2020.

8

Income statements

Group

/Expressed in USD thousands/

9M 2020

9M 2019

Q3 2020

Q3 2019

FY 2019

Result from financial assets at fair value through profit or loss¹

44,203

110,393

45,705

-4,254

203,825

Dividend and coupon income

122

3,065

-

844

3,065

Other operating income

249

224

82

74

336

Operating expenses

-6,590

-28,975

-2,590

-6,049

-33,641

Operating result

37,985

84,707

43,197

-9,385

173,585

Financial income and expenses

Interest income

166

477

22

403

756

Interest expense

-3,789

-4,022

-1,383

-1

-5,234

Currency exchange gains/losses, net

-4,724

-4,696

-3,534

-452

-5,189

Other financial income

-

-

28

-

-

Net financial items

-8,346

-8,241

-4,867

-50

-9,667

Result before tax

29,639

76,466

38,330

-9,435

163,918

Taxation

-

-

-

-

-241

Net result for the financial period

29,639

76,466

38,330

-9,435

163,677

Earnings per share (in USD)

0.35

0.97

0.42

-0.12

2.08

Diluted earnings per share (in USD)

0.35

0.97

0.42

-0.12

2.07

1. Financial assets at fair value through profit or loss (including listed bonds) are carried at fair value. Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the income statement within 'Result from financial assets at fair value through profit or loss' in the period in which they arise.

Statement of comprehensive income

/Expressed in USD thousands/

9M 2020

9M 2019

Q3 2020

Q3 2019

FY 2019

Net result for the financial period

29,639

76,466

38,330

-9,435

163,677

Other comprehensive income for the period

Items that may be classified subsequently to profit or loss:

Currency translation differences

-

-119

-

-82

-45

Total other comprehensive income for the period

-

-119

-

-82

-45

Total comprehensive income for the period

29,639

76,347

38,330

-9,517

163,632

9

Balance sheet

Group

/Expressed in USD thousands/

09/30/2020

09/30/2019

12/31/2019

Non-current assets

Tangible non-current assets

Property, plant and equipment

849

1,108

1,080

Total tangible non-current assets

849

1,108

1,080

Financial non-current assets

Financial assets at fair value

through profit or loss

914,119

680,949

830,982

Total financial non-current assets

914,119

680,949

830,982

Current assets

Cash and cash equivalents

80,599

10,590

18,855

Tax receivables

534

663

523

Other current receivables

420

478

428

Total current assets

81,553

11,731

19,806

Total assets

996,521

693,788

851,868

/Expressed in USD thousands/

09/30/2020

09/30/2019

12/31/2019

Shareholders' equity (including

net result for the financial period)

902,669

689,245

776,984

Non-current liabilities

Interest bearing liabilities

Long-term debts and leasing liabilities

89,395

690

69,233

Total non-current liabilities

89,395

690

69,233

Current liabilities

Non-interest bearing current liabilities

Tax payables

-

394

437

Other current liabilities

1,134

1,892

1,503

Accrued expenses

3,323

1,567

3,711

Total current liabilities

4,457

3,853

5,651

Total shareholders' equity and liabilities

996,521

693,788

851,868

10

Statement of Changes in Equity

Group

/Expressed in USD thousands/

Note

Share capital

Additional paid in capital

Other reserves

Retained earnings

Total

Balance at January 1, 2019

14

-

-

876,695

876,709

Net result for the period January 1, 2019 to September 30, 2019

-

-

-

76,466

76,466

Other comprehensive income for the period

Currency translation differences

-

-

-

-119

-119

Total comprehensive income for the period January 1, 2019 to September 30, 2019

-

-

-

76,347

76,347

Transactions with owners:

Redemption program

-

-

-

-215,310

-215,310

Value of employee services:

- Share-based remuneration

-

-

-

3,200

3,200

- Share-basedlong-term incentive program

-

-

-

2,285

2,285

Buy-back of own shares

-

-

-

-53,986

-53,986

Total transactions with owners

-

-

-

-263,812

-263,812

Balance at September 30, 2019

14

-

-

689,231

689,245

Balance at January 1, 2019

14

-

-

876,695

876,709

Net result for the period January 1, 2019 to December 31, 2019

-

-

-

163,677

163,677

Other comprehensive income for the period

Currency translation differences

-

-

-

-45

-45

Total comprehensive income for the period January 1, 2019 to December 31, 2019

-

-

-

163,632

163,632

Transactions with owners:

Value of employee services:

- Share-based remuneration

-

-

-

3,200

3,200

- Share-basedlong-term incentive program

-

-

-

2,739

2,739

Buy-back of own shares

-

-

-

-53,986

-53,986

Total transactions with owners

-

-

-

-263,357

-263,357

Balance at December 31, 2019

14

-

-

776,970

776,984

Balance at January 1, 2020

14

-

-

776,970

776,984

Net result for the period January 1, 2020 to September 30, 2020

-

-

-

29,639

29,639

Other comprehensive income for the period

Currency translation differences

-

-

-

-

-

Total comprehensive income for the period January 1, 2020 to September 30, 2020

-

-

-

29,639

29,639

Transactions with owners:

Rights issue

180

99,039

-

-

99,039

Rights issue, cost

-

-3,994

-

-

-3,994

Bonus share issue

775

-

-

-775

-

Value of employee services:

- Share-basedlong-term incentive program

6

28

-

-

792

821

Total transactions with owners

984

95,045

-

18

96,046

Balance at September 30, 2020

997

95,045

-

806,626

902,669

11

Cash flow statements

Group

/Expressed in USD thousands/

9M 2020

9M 2019

Q3 2020

Q3 2019

FY 2019

Operating activities

Result before tax

29,639

76,466

38,330

-9,435

163,918

Adjustment for:

Interest income

-166

-477

-21

-403

-756

Interest expense

3,789

4,022

1,384

1

5,234

Currency exchange gains/-losses

4,724

4,696

3,534

452

5,189

Depreciation

263

253

-59

83

335

Result from financial assets at fair value through profit or loss

-44,203

-110,393

-45,704

4,254

-203,825

Dividend and coupon income

-122

-3,065

-

-844

-3,065

Other non-cash adjustments

2,476

4,550

2,152

609

7,126

Change in current receivables

80

129

24

-2

253

Change in current liabilities

-782

92

-301

563

-116

Net cash used in operating activities

-4,302

-23,727

-661

-4,722

-25,707

Investments in financial assets

-60,014

-203,362

-38,258

-64,267

-279,609

Sales of financial assets

21,026

565,325

3,283

25,451

584,955

Dividend and coupon income

122

3,065

-

844

3,065

Tax paid

-447

-112

-447

-86

-169

Net cash flow used in/from operating activities

-43,615

341,189

-36,083

-42,780

282,535

Investment activities

Net cash flow used in investment activities

-

-

-

-

-

Financing activities

Rights issue, net

95,225

-

95,225

-

-

Proceeds from borrowings

15,551

-

-

-

65,012

Repayment of borrowings

-

-91,205

-

-

-91,205

Interest paid for borrowings

-3,395

-3,113

-1,232

-

-3,113

Repayment of lease liabilities

-223

-259

-73

-259

-343

Redemption program including transaction fees

-

-215,310

-

-

-215,310

Proceeds from LTIP and options issued to employees

-

1,118

-

1,118

1,118

Buy back of own shares

-

-53,986

-

-495

-53,986

Net cash flow from/used in financing activities

107,158

-362,755

93,920

364

-297,827

Change in cash and cash equivalents

63,543

-21,566

57,837

-42,416

-15,292

Cash and cash equivalents at beginning of the period

18,855

40,303

24,914

53,535

40,303

Exchange gains/losses on cash and cash equivalents

-1,799

-8,147

-2,152

-529

-6,156

Cash and cash equivalents at end of period

80,599

10,590

80,599

10,590

18,855

12

Income statement

Parent

/Expressed in SEK thousands/

9M 2020

9M 2019

Q3 2020

Q3 2019

FY 2019

Result from financial assets at fair value through profit or loss

5,724

-

4,083

-

-

Other operating income

12,794

50,608

1,678

27,079

57,908

Operating expenses

-33,935

-50,157

-9,451

-27,067

-57,024

Operating result

-15,417

451

-3,689

12

884

Financial income and expenses

Interest income

10,837

-

8,797

-

-

Interest expense

-15,221

-

-12,629

-

-

Currency exchange gains/losses, net

4,311

-

4,317

-

-

Net financial items

-73

-

485

-

-

Result before tax

-15,490

451

-3,204

12

884

Taxation

-

-

-

-

-569

Net result for the financial period

-15,490

451

-3,204

12

315

Statement of comprehensive income

/Expressed in SEK thousands/

9M 2020

9M 2019

Q3 2020

Q3 2019

FY 2019

Net result for the financial period

-15,490

451

-3,204

12

315

Total other comprehensive income for the period

-

-

-

-

-

Total comprehensive income for the period

-15,490

451

-3,204

12

315

13

Balance sheet

Parent

/Expressed in SEK thousands/

09/30/2020

09/30/2019

12/31/2019

Non-current assets

Tangible non-current assets

Property, plant and equipment

1,263

1,580

1,501

Total tangible non-current assets

1,263

1,580

1,501

Financial non-current assets

Shares in subsidiaries

6,809,656

-

-

Financial assets at fair value

through profit or loss

122,333

-

-

Receivables from Group companies

592,134

8,908

10,675

Total financial non-current assets

7,524,123

8,908

10,675

Current assets

Cash and cash equivalents

705,701

7,673

1,194

Tax receivable

3,511

3,485

2,507

Other current receivables

4,297

1,509

1,944

Total current assets

713,509

12,667

5,645

Total assets

8,238,895

23,155

17,821

/Expressed in SEK thousands/

09/30/2020

09/30/2019

12/31/2019

Shareholders' equity (including

net result for the financial period)

7,431,242

14,144

14,008

Non-current liabilities

Interest bearing liabilities

Long-term debts

803,284

-

-

Total non-current liabilities

803,284

-

-

Current liabilities

Non-interest-bearing current liabilities

Other current liabilities

1,370

6,846

2,098

Accrued expenses

2,999

2,165

1,715

Total current liabilities

4,369

9,011

3,813

Total shareholders' equity and liabilities

8,238,895

23,155

17,821

14

Statement of Changes in Equity

Parent

/Expressed in SEK thousands/

Note

Share capital

Additional paid in capital

Other reserves

Retained earnings

Total

Balance at January 1, 2019

100

-

43,430

-32,055

11,475

Net result for the period January 1, 2019 to September 30, 2019

-

-

-

451

451

Total comprehensive income for the period January 1, 2019 to September 30, 2019

-

-

-

451

451

Transactions with owners:

Shareholders contribution

-

-

2,218

-

2,218

Total transactions with owners

-

-

2,218

-

2,218

Balance at September 30, 2019

100

-

45,648

-31,604

14,144

Balance at January 1, 2019

100

-

43,430

-32,055

11,475

Net result for the period January 1, 2019 to December 31, 2019

-

-

-

315

315

Total comprehensive income for the period January 1, 2019 to December 31, 2019

-

-

-

315

315

Transactions with owners:

Shareholders contribution

-

-

2,218

-

2,218

Total transactions with owners

-

-

2,218

-

2,218

Balance at December 31, 2019

100

-

45,648

-31,740

14,008

Balance at January 1, 2020

100

-

-

13,908

14,008

Net result for the period January 1, 2020 to September 30, 2020

-

-

-

-15,490

-15,490

Total comprehensive income for the period January 1, 2020 to September 30, 2020

-

-

-

-15,490

-15,490

Transactions with owners:

Rights issue

1,585

869,950

-

-

871,535

Rights issue, cost

-

-35,264

-

-

-35,264

Bonus share issue

7,823

-

-

-7,823

-

Shareholder contribution

-

-

-

6,596,075

6,596,075

Value of employee services:

- Share-basedlong-term incentive program

6

263

-

-

116

378

Total transactions with owners

9,670

834,686

-

6,588,368

7,432,724

Balance at September 30, 2020

9,770

834,686

-

6,586,786

7,431,242

15

Notes to the financial statements

⁄ Expressed in USD thousand unless indicated otherwise ⁄

Note 1

General information

VNV Global AB (publ) was incorporated in Stockholm on March 11, 2005. The common shares of VNV Global are listed on Nasdaq Stockholm, Mid Cap segment, with the ticker VNV. The common shares of VNV Global replaced the Swedish Depository Receipts representing shares in VNV Global Ltd. with effect as from June 29, 2020, in connection with the transfer of domicile of the group from Bermuda to Sweden.

As of September 30, 2020, the VNV Global Group consists of the Swedish parent company VNV Global AB (publ), three direct wholly owned subsidiar- ies, two indirect wholly owned companies through its subsidiaries and one controlled Dutch cooperative.

The financial year is January 1-December 31.

Parent company

The parent company VNV Global AB (publ) is a Swedish limited liability com- pany, incorporated in Sweden and operating under Swedish law. VNV Global AB (publ) owns directly or indirectly all the companies in the Group. The net result for the period was SEK -15.49 mln (2019: -3.20). Financial assets at fair value through profit or loss refers to liquidity management investments. The parent company had eight employees per September 30, 2020.

Accounting principles

This interim report has, for the Group, been prepared in accordance with IAS 34 Interim Financial Reporting and the Swedish Annual Accounts Act. The financial reporting for the Parent Company has been prepared in accordance with the Swedish Annual Accounts Act and RFR 2 Accounting for legal enti- ties, issued by the Swedish Financial Reporting Board.

Under Swedish company regulations it is not allowed to report the Parent Company results in any other currency than Swedish Krona or Euro and consequently the Parent Company's financial information is reported in Swedish Krona and not the Group's reporting currency of US Dollar.

The capital reorganisation within the Group where VNV Global AB (publ) has become the new parent company is a transaction under common control. As such, the transaction is excluded from business combinations under IFRS 3 and will not affect the consolidated financial statements of the VNV Group. The accounting principles in the Financial report H1 2020/ section "Business combination under common control" sets out the principles for the Group and the Parent company.

The comparative figures for the consolidated financial statements presented in this financial report are attributable to the VNV Global Ltd. Group with VNV Global Ltd. as the former parent Company.

Note 2

Related party transactions

During the period, VNV Global has recognized the following related party transactions:

Operating expenses

Current liabilities

9M 2020

9M 2019

9M 2020

9M 2019

Key management and

Board of Directors1

-2,303

-19,295

-205

-180

1. Compensation paid or payable includes salary and accrued bonus to the management and remuneration to the Board members.

VNV Global has entered into agreements with Keith Richman, Victoria Grace and Josh Blachman, all Directors of VNV Global, for consultancy services above and beyond their duties as Directors in the Company in relation to current or prospective investments. The gross annual cost per contract is USD 0.1 mln.

The costs for the long-term incentive programs (LTIP 2018, LTIP 2019 and LTIP 2020) for the management amounted to USD 0.7 mln, excluding social taxes and bonus payments, during the nine-month period 2020. See details of LTIP 2018, LTIP 2019 and LTIP 2020 in Note 6.

Note 3

Fair value estimation

The fair value of financial instruments is measured by level of the following fair value measurement hierarchy

  • Quoted prices (unadjusted) in active markets for identical assets or liabili- ties (level 1).
  • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
  • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

See Financial report H1 2020/section "Business combination under control: Accounting policies" for more information.

The following table presents the group's assets that are measured at fair value at September 30, 2020.

Level 1

Level 2

Level 3

Total balance

Financial assets at

fair value through

profit or loss

17,739

130,616

765,764

914,119

Total assets

17,739

130,616

765,764

914,119

The following table presents the group's assets that are measured at fair value at December 31, 2019.

Level 1

Level 2

Level 3

Total balance

Financial assets at

fair value through

profit or loss

20,828

384,914

425,240

830,982

Total assets

20,828

384,914

425,240

830,982

16

Notes to the financial statements

The following table presents the group's changes of financial assets in level 3.

9M

Opening balance January 1, 2020

425,240

Transfers from level 3

-629

Transfers to level 3

270,917

Change in fair value and other

70,236

Closing balance September 30, 2020

765,764

Q3

Opening balance July 1, 2020

723,021

Transfers from level 3

-

Transfers to level 3

-

Change in fair value and other

42,743

Closing balance September 30, 2020

765,764

During the third quarter of 2020, VNV invested an additional USD 3.0 in Gett which was already classified as a level 3 investment. The level 3 investments are either based on valuation models, usually using EBITDA and revenue multiples of comparable listed peers or transactions that include more uncertainty given the time elapsed since it closed or structure of the transactions.

The fair value of financial instruments traded in active markets 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 bid price. These instruments are included in level 1.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in

level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Investments in assets that are not traded on any market will be held at fair value determined by recent transactions made at prevailing market conditions or different valuation models depending on the characteristics of the company as well as the nature and risks of the investment. These different techniques may include discounted cash flow valuation (DCF), exit-multiple valuation, also referred to as Leveraged Buyout (LBO) valuation, asset-based valuation as well as forward-looking multiples valuation based on comparable traded companies. Usually, transaction-based valuations are kept unchanged for a period of 12 months unless there is cause for a significant change in valuation. After 12 months, the Group usually derives fair value for non-traded assets through any of the models described above.

The validity of valuations based on a transaction is inevitably eroded over time, since the price at which the investment was made reflects the conditions that existed on the transaction date. At each reporting date, possible changes or events subsequent to the relevant transaction are assessed and if this assessment implies a change in the investment's fair value, the valuation is adjusted accordingly. No significant events in the portfolio companies, which have had an impact on the valuations, has occurred since the latest transactions except as described below. The transaction-based valuations are also frequently assessed using multiples of comparable traded companies for each unlisted investment or other valuation models when warranted.

The outstanding convertible notes are valued at nominal value including accrued interest, which is deemed to correspond to fair value.

VNV Global follows a structured process in assessing the valuation of its unlisted investments. VNV Global evaluates company specific and external data relating to each specific investment on a monthly basis. The data is then assessed at monthly and quarterly valuation meetings by senior manage- ment. If internal or external factors are deemed to be significant further assessment is undertaken and the specific investment is revalued to the best fair value estimate. Revaluations are approved by the Board of Directors in connection with the Company's financial reports.

Babylon

As per September 30, 2020, VNV Global values its 10.8% ownership in Babylon, based on a forward-looking EV/Revenue model, at USD 287.4 mln. VNV Global has invested USD 92.6 mln in the company and it is classified as a level 3 investment. The EV/Revenue model reflects better fair value of the company on the back of Covid-19 during 9M20 than valuation based on latest transaction used in December 31, 2019. On the back of Covid-19 the

company has seen higher demand of its services and signed a number of new deals and expanded existing contracts.

The peer group includes 10 digital health related companies including Livongo, Teladoc, PA Good Doctor, to name a few. The unadjusted median multiple of the peer group is 9.4x. The multiple used in the model has been discounted significantly to reflect the higher uncertainty in VNV Global's forward -looking revenue estimate compared with the more mature companies in the peer group.

BlaBlaCar

As per September 30, 2020, VNV Global values its 8.7% ownership in BlaBlaCar, based on a forward-looking EV/Revenue model, at USD 190.2 mln. VNV Global has invested USD 122.4 mln in the company and it is classified as a level 3 investment. The model looks at EV/Revenue multiples for a peer group including high margin marketplace businesses such as Auto Trader, REA Group, Head Hunter, to name a few that has been adjusted to better reflect BlaBlaCar's business model which comprise of both a high margin C2C market place and lower margin bus operations. The model has also been adjusted to reflect the direct negative impact of Covid-19 expected on the back of Covid-19.Short-term impacts include suspended bus operations across Europe because of city and nation-widelock-downs. The unadjusted median multiple of the peer group relevant to the c2c ridesharing marketplace is 11.4x. The implied revenue multiple for the bus operations is 4.8x.

Gett

As per September 30, 2020, VNV Global values Gett based on a forward -looking revenue multiple-based valuation at USD 91.1 mln. VNV Global owns 5.6% of Gett on a fully diluted basis and believes that the revenue multiple valuations accounting for the company's preference structure is the best fair value estimate. The company is classified as a level 3 invest- ment. Compared to the company's listed peers Uber and Lyft, which show significant losses, Gett became operationally profitable globally in December last year and has grown since then. It is on track to become cashflow positive despite Covid-19 impacts.

Voi

As per September 30, 2020, VNV Global values Voi based on the latest funding round closed in July 2020, where existing and new investors also participated, at USD 67.1 mln. As per September 30, 2020, VNV Global has invested USD 70.8 mln in Voi Technology, the leading European free-floating electric scooter sharing service and owns 31.7% of the company on a fully

17

Notes to the financial statements

diluted basis and classified as a level 2 investment. Despite Covid-19, which negatively impacted Voi's operations in the short term, with suspended operations in cities, has turned in a more positive tune with end of lockdowns. The company's long-term potential remains also intact due to Voi's strong balance sheet.

Property Finder

As per September 30, 2020, VNV Global values Property Finder at USD 44.1 mln based on a forward-looking revenue multiple-based valuation, classified as a level 3 investment. VNV Global owns 9.5% of Property Finder on a fully diluted basis and believes that the revenue multiple valuation is the best fair value estimate. The unadjusted median multiple of the listed peer group is 14.1x.

Hemnet (through YSaphis S.A. and Sprints Capital Rob R Partners S.A.) As per September 30, 2020, Hemnet is valued at USD 28.5 mln and is classified as a level 3 investment, based on a forward-looking EV/EBITDA valuation model. EV/EBITDA is used as Hemnet is a mature and profitable company compared to many other portfolio investments that have not reached profitability yet. The peer group's median multiple is 29.9x.

SWVL

As per September 30, 2020, SWVL is valued at USD 26.4 mln and is classified as a level 3 investment based on a forward-looking EV/revenue valuation model, although the latest transaction was in February 2020 where VNV Global invested USD 7 mln. The EV/Revenue valuation model looks

at expected revenue, adjusted for Covid-19 related impacts, and the peer group consists of listed mobility and delivery business where the unadjusted median multiple of the peer group is 3.6x.

OneTwoTrip

As per September 30, 2020, OneTwoTrip is classified as a level 3 investment based on a forward-looking peer multiples model, valued at USD 21.1 mln. VNV Global owns 21.1% of the company on a fully diluted basis. Current global travel restrictions, RUB weakness to USD and lower oil prices negatively impact the company, thereof the peer multiples model valuation. The unadjusted median multiple of the peer group is 2.9x.

Booksy

As per September 30, 2020, Booksy is valued at USD 14.5 mln and is classified as a level 3 investment based on a forward-looking EV/Revenue

valuation model. The EV/Revenue model is using a broad classifieds peer group given the similarities in those business models with Booksy's very niched approach for one vertical. The same network effects characteristics and margins dynamics should apply at maturity. The peer group's median multiple is 10.3x.

Dostavista

As per September 30, 2020, Dostavista is valued at USD 12.6 mln and is classified as a level 2 investment based on a transaction in the company in 2Q20. The company has been developing according to plan since closing of the transaction and seen accelerating activity on the back of Covid-19 during 1Q20. This positive development is offset by a depreciating RUB.

Inturn

As per September 30, 2020, Inturn, a SaaS-enabled marketplace for excess inventory for retail and FMCG, is valued at USD 12.5 mln and is classified as a level 2 investment based on a transaction in the company in 3Q20.

Housing Anywhere

As per September 30, 2020, Housing Anywhere is valued at USD 10.0 mln and classified as a level 3 investment based on a forward-looking EV/ Revenue multiples model, although the latest transaction was in 1Q20 where VNV Global invested USD 3.3 mln. The peer group's unadjusted median multiple is 10.3x.

Merro

As per September 30, 2020, Merro is valued at USD 7.6 mln and classified as a level 3 investment based on a Sum of the Parts valuation model.

Liquidity management (Level 1)

As per September 30, 2020, VNV Global owns USD 15.77 mln in money market funds and bonds as part of the Company's liquidity management operations. The funds and bonds are quoted daily and the fair value as per September 30, 2020, is the last published NAV as per end of September 2020.

Current liabilities

The book value for interest-bearing loans, accounts payable and other financial liabilities are deemed to correspond to the fair values.

18

Notes to the financial statements

The following table presents the group's sensitivity in level 3 valuations.

/Expressed in USD thousands/

Company

Investment amount

Ownership, %

Sensitivity valuation

Benchmark

-15%

-10%

9M 2020

+10%

+15%

Babylon

92,562

10.8

244,265

258,634

287,371

316,108

330,476

Revenue multiple

BlaBlaCar

122,425

8.7

161,629

171,136

190,151

209,166

218,674

Revenue multiple

Gett

57,880

5.8

77,394

81,947

91,052

100,158

104,710

Revenue multiple

Property Finder

24,655

9.5

37,522

39,729

44,143

48,558

50,765

Revenue multiple

Hemnet

10,118

6.0

24,235

25,661

28,512

31,363

32,789

EBITDA multiple

SWVL

23,004

12.6

22,471

23,793

26,437

29,081

30,402

Revenue multiple

OneTwoTrip

20,654

21.1

17,971

19,028

21,142

23,256

24,313

Revenue multiple

Booksy

9,489

11.8

12,349

13,075

14,528

15,981

16,707

Revenue multiple

Housing Anywhere

9,601

29.4

8,468

8,966

9,962

10,958

11,456

Revenue multiple

Wallapop

9,059

2.4

7,273

7,701

8,556

9,412

9,840

Revenue multiple

El Basharsoft (Wuzzuf and Forasna)

3,801

23.7

6,971

7,381

8,202

9,022

9,432

Revenue multiple

Merro

8,763

22.6

6,485

6,866

7,629

8,392

8,773

Mixed

Monopoliya

9,372

9.1

6,475

6,856

7,618

8,380

8,761

Model valuation

Shohoz

7,004

15.5

5,596

5,925

6,583

7,241

7,570

Revenue multiple

YouScan

8,094

33.2

3,898

4,128

4,586

5,045

5,274

Revenue multiple

JamesEdition

3,341

27.6

2,900

3,070

3,411

3,752

3,923

Revenue multiple

Naseeb Networks (Rozee and Mihnati)

4,500

24.3

2,594

2,746

3,052

3,357

3,509

Revenue multiple

DOC+

8,000

26.7

1,275

1,350

1,500

1,650

1,725

Revenue multiple

JobNet

500

3.9

571

605

672

739

773

Revenue multiple

Agente Imóvel

2,000

27.3

558

591

657

722

755

Revenue multiple

Total level 3

434,822

650,900

689,188

765,764

842,341

880,629

19

Notes to the financial statements

Change in financial assets at fair value through profit or loss per 9M 2020 /Expressed in USD thousands/

Category

Company

Opening balance

Investments/

FV change

Closing balance

Valuation method

01/01/2020

(disposals), net

09/30/2020

Digital Health

Babylon

200,000

-

87,371

287,371

Revenue multiple

Mobility

BlaBlaCar

209,454

-

-19,303

190,151

Revenue multiple

Mobility

Gett

74,853

5,300

10,899

91,052

Revenue multiple

Mobility

Voi

102,434

10,000

-35,323

77,111

Latest transaction

Classifieds

Property Finder

47,883

-

-3,740

44,143

Revenue multiple

Classifieds

Hemnet1

25,845

-

2,667

28,512

EBITDA multiple

Mobility

SWVL

16,002

7,002

3,433

26,437

Revenue multiple

Mobility

OneTwoTrip

28,653

-

-7,511

21,142

Revenue multiple

Classifieds

Booksy

12,931

-

1,597

14,528

Revenue multiple

Mobility

Dostavista

11,561

1,000

-

12,561

Latest transaction

Classifieds

Inturn

-

11,230

1,308

12,538

Latest transaction

Classifieds

Housing Anywhere

6,366

3,315

282

9,962

Revenue multiple

Classifieds

Wallapop

7,347

-

1,209

8,556

Revenue multiple

Digital Health

Numan

1,064

3,550

3,924

8,538

Latest transaction

Classifieds

El Basharsoft (Wuzzuf and Forasna)

8,630

16

-445

8,202

Revenue multiple

Classifieds

Merro

7,652

-122

99

7,629

Mixed

Mobility

Monopoliya

9,372

-

-1,754

7,618

Model valuation

Mobility

Shohoz

7,004

-

-421

6,583

Revenue multiple

Other

YouScan2

3,867

-

719

4,586

Revenue multiple

Digital Health

Vezeeta

3,156

-

1,213

4,369

Latest transaction

Classifieds

JamesEdition

3,359

-

52

3,411

Revenue multiple

Classifieds

Naseeb Networks (Rozee and Mihnati)

3,528

-

-477

3,052

Revenue multiple

Digital Health

Grace Health

1,073

995

444

2,512

Latest transaction

Digital Health

Napopravku

-

2,031

-

2,031

Latest transaction

Other

Marley Spoon

168

-

1,802

1,970

Listed company

Digital Health

Yoppie

1,481

-

57

1,538

Latest transaction

Digital Health

DOC+

3,556

250

-2,306

1,500

Revenue multiple

Classifieds

Shwe Property

1,435

-

-

1,435

Latest transaction

Classifieds

Dubicars

508

400

147

1,056

Latest transaction

Other

Olio

-

822

6

827

Latest transaction

Classifieds

JobNet

719

-

-47

672

Revenue multiple

Classifieds

Agente Imóvel

2,800

-

-2,144

657

Revenue multiple

Other

Scout investments

-

54

2

56

Latest transaction

Classifieds

CarZar

451

-507

56

-

Model valuation

Other

Other

-

4,420

162

4,582

Latest transaction

Classifieds

El Basharsoft, convertible debt

-

1,000

44

1,044

Convertible

Classifieds

Naseeb Networks, convertible debt

212

-

15

227

Convertible

Classifieds

Housing Anywhere, convertible debt

562

-374

4

191

Convertible

Classifieds

Inturn, convertible debt

5,062

-5,230

168

-

Convertible

Digital Health

Napopravku, convertible debt

-

-31

31

-

Convertible

Digital Health

Numan, convertible debt

1,332

-1,239

-93

-

Convertible

Other

Liquidity management

20,660

-5,071

179

15,768

Total investment portfolio

830,982

38,812

44,325

914,119

  1. Indirect holding through YSaphis S.A. and Sprints Capital Rob R Partners S.A.
  2. Reflects VNV Global's indirect shareholding in YouScan through a 33.2% holding in Kontakt East Holding AB, which owns 63% of YouScan.

20

Notes to the financial statements

Note 4

Share capital

Year

Event

Change in number

Total number

Quota value,

Change in

Total share

The Company's share capital amounts to SEK 9,770,154.66 and the number

of shares to 97,701,547, distributed among 95,076,547 common shares,

of shares

of shares after

SEK

share capital,

capital after

2,100,000 LTIP 2019 Incentive Shares and 525,000 LTIP 2020 Incentive

change

SEK

change, SEK

Shares.

Jan 1, 2020

Opening balance

-

100,000

1.00

-

100,000

2020

Reversed share split/

79,230,456

79,230,456

0.10

7,823,046

7,923,045.60

Share split and bonus issue1

2020

Issuance of LTIP 2019 Incentive Shares2

2,100,000

81,330,456

0.10

210,000

8,133,045.60

2020

Issuance of LTIP 2020 Incentive Shares3

525,000

81,855,456

0.10

52,500

8,185,545.60

2020

Rights issue4

15,846,091

97,701,547

0.10

1,584,609

9,770,154.66

Sep 30, 2020

Closing balance

-

97,701,547

0.10

-

9,770,154.66

  1. At the Company's annual general meeting on April 24, 2020, it was resolved to i) merge the Company's shares of 1,000:1, whereby the previous 1,000 shares were merged into one (1) share, ii) share split of 1:79,230,456, whereby one (1) existing share was divided into 79,230,456 shares, and iii) bonus issue whereby the Company's share capital was increased by SEK 7,823,045.60 through transfer of funds from unrestricted equity. The bonus issue was made without issue of new shares. The purpose was to adjust the number of outstanding shares in VNV Global AB prior to the change of domicile.
  2. The company issued LTIP 2019 Incentive Shares to VNV Global Ltd. as part of the Group's change of domicile. The subscription price amounted to SEK 0.1.
  3. The company issued LTIP 2020 Incentive Shares to VNV Global Ltd. as part of the Group's change of domicile. The subscription price amounted to SEK 0.1.
  4. In August 2020, the company completed a share issue whereby 15,846,091 new shares and 15,846,091 warrants were issued in units comprising one share and one warrant each for a consideration of SEK 55 per unit each. The transaction cost proceeds from the share issue was USD 3,994 thousand.

21

Notes to the financial statements

Note 5

Long-term debts

Bond 2019/2022

During the first quarter 2020, VNV Global carried out a subsequent issue of bonds in an amount of SEK 150 mln under the framework of its outstanding bond 2019/2022 with ISIN SE0013233541. The subsequent issue was priced at 102.75 per cent of par. Following the subsequent issue, the total amount outstanding under the Company's bond loan is SEK 800 mln.

Leasing liabilities

As per September 30, 2020, leasing liabilities are recognized with a provision of future long-term lease payments amounting to USD 0.5 mln.

Note 6

Long-term incentive programs (LTIP)

LTIP 2017/Completed

LTIP 2018

LTIP 2019

LTIP 2020

Program measurement period

Jan 2017-Dec 2019

Jan 2018-Dec 2020

Jan 2019-Dec 2023

Jan 2020-Dec 2024

Vesting period

May 2017-May 2020

May 2018-May 2021

Aug 2019-May 2024

Jun 2020-May 2025

Maximum number of depository receipts not

adjusted for split and redemption program Mar 2019

225,000

510,000

2,100,000

525,000

Maximum number of depository receipts adjusted

for split and redemption program Mar 2019

330,750

742,350

2,100,000

525,000

Maximum dilution, adjusted for redemption program

0.42%

0.95%

2.7%

0.66%

Common share price per grant day in SEK

72.50

74.70

63.50

68.80

Common share price per grant day in USD

8.25

8.59

6.60

7.44

Plan share price per grant day in SEK

-

-

6.84

2.44

Plan share price per grant day in USD

-

-

0.71

0.26

/LTIP share-based remuneration expense,

LTIP 2017/Completed

LTIP 2018

LTIP 2019

LTIP 2020

excluding social fees in USD mln/

9m 2020

-

0.62

0.14

0.06

2019

0.71

0.83

0.09

-

2018

0.70

0.52

-

-

2017

0.45

-

-

-

Total

1.86

1.97

0.23

0.06

22

Notes to the financial statements

There are three running long-termshare-based incentive programs for management and key personnel in the VNV Global Group. The 2018 program is linked to the long-term performance of the Company's Net Asset Value, the 2019 and 2020 programs are linked to the long-term performance of both the Company's Net Asset Value and of the VNV Global share price.

Outstanding program 2018

Participants in the 3-year 2018 program purchased shares (Swedish Depository Receipts) in the Company. For each purchased share, participants are entitled to receive additional shares, so-called performance shares, free of charge, subject to fulfillment of performance conditions set by the Board of Directors based on the Company's Net Asset Value.

The rights to receive shares automatically convert into common shares at the end of the program at an exercise price of nil. The participants do not receive any dividends and are not entitled to vote in relation to the rights to receive shares during the vesting period. If a participant ceases to be employed by the Group within this period, the rights will be forfeited, except in limited circumstances that are approved by the board on a case-by-case basis.

The fair value of the depository receipts on the grant date was calculated on the basis of the market price of the Company's depository receipts on the grant date per depository receipt without adjustment for any dividends during the vesting period.

Outstanding programs 2019 and 2020

Similarly, to the 2018 program, participants in the five-year 2019 and 2020 programs purchased shares in the Company.

For each purchased share, participants are entitled to subscribe for newly issued redeemable common shares (2019 and 2020 Plan Shares) in the Company. Depending on the performance of both the Company's Net Asset Value and of the VNV Global share price, the 2019 and 2020 Plan Shares will be redeemed or reclassified as ordinary common shares and represented by Swedish Depository Receipts, provided certain performance conditions have been fulfilled. If the performance conditions have not been fulfilled, then the plan shares will be redeemed.

The participants will be compensated for dividends and other value transfers to the shareholders. The participants are also entitled to vote for their 2019 and 2020 Plan Shares during the measurement period.

If a participant ceases to be employed by the Group within this period, the plan shares will be redeemed, unless otherwise resolved by the Board on a case-by-case basis.

The fair value of the 2019 and 2020 Plan Shares on the grant date was calculated on the basis of the market price of the Company's depository receipts on the grant date and prevailing market conditions by using a Monte Carlo Valuation Method.

To carry through the incentive program, the Company subsidized the subscription price payable by the incentive program participants for the 2019 Plan Shares. The subsidy for LTIP 2019 amounted to USD 2.6 mln and for LTIP 2020 the subsidy amounted to USD 0.3 mln, social fees excluded, for the cost of acquiring plan shares. The cost for financing and acquiring plan shares is expensed directly.

The Company also compensated participants for the tax impact arising from the fact that the subscription price was below fair market value. The cost of this subsidy, social fee excluded, amounts to USD 1 mln for LTIP 2019 and USD 0.01 mln for LTIP 2020 and will be expensed over five years, treated as vesting expense.

Completed program 2017

On March 24, 2020, the Board of Directors determined that the development of the Company's Net Asset Value over the performance measurement period of LTIP 2017 (January 1, 2017 through December 31, 2019), meets the so-called target level, whereby each savings share held by program participants throughout the vesting period (until March 31, 2020) was allocated of five performance shares free of charge. As a result, following adjustment for the redemption program of SEK 25 per share, participants in LTIP 2017 received a total of 330,750 shares in May 2020.

Accounting principles

In accordance with IFRS 2, the costs for the program, including social fees, will be reported over the income statement during the program's vesting period. The value is recognized in the income statement as a personnel cost on-line operating expenses, allocated over the vesting period with a corresponding increase in equity. The recognized cost corresponds to the fair value of the estimated number of shares that are expected to vest. This cost is adjusted in subsequent periods to reflect the actual number of vested shares. However, no adjustment is made when shares expire only because share price-related conditions do not reach the level.

Note 7

Events after the reporting period

No significant events have occurred after the end of the reporting period.

23

Key and Alternative

Performance Measures

Group

Alternative Performance Measures (APM) apply the European Securities and Markets Authority (ESMA) guidelines.

APMs are financial measures other than financial measures defined or specified by International Financial Reporting Standards (IFRS).

VNV Global regularly uses alternative performance measures to enhance comparability from period to period and to give deeper information and provide meaningful supplemental information to analysts, investors and other parties.

It is important to know that not all companies calculate alternative performance measures identically, therefore these measurements have limitations and should not be used as a substitute for measures of performance in accordance with IFRS.

Definitions of all APMs used are found below.

IFRS-defined performance measurements (not alternative performance measurements)

PerformanceDefinitions measurements

Earnings per share, USD When calculating earnings per share, the average number of shares is based on average outstanding common shares. 2019 and 2020 Plan Shares, issued to participants in the Company's 2019 and 2020 long-termshare-based Incentive programs (LTIP 2019 and 2020), are not treated as outstanding common shares and thus are not included in the weighted calcu- lation. The issue of 2019 and 2020 Plan Shares is however recognized as an

Alternative performance measurements

Performance

Definitions

Motives

measurements

Equity ratio, %

Equity ratio is defined as

The performance measure demon-

Shareholders' equity in percent in

strates how much of the total assets

relation to total assets.

that have been financed with equity

for the assessment of the company's

capital structure and financial risk.

Net asset value,

Net asset value is defined as the

The performance measure determines

USD and SEK

amount of shareholders' equity

the value of the company's net assets

according to the balance sheet.

and thus shows the carrying amount of

the company enabling a comparison

with the company's enterprise value.

Net asset value per share,

Shareholders' equity divided by

An established performance mea-

USD and SEK

total number of common shares at

sure for investment companies that

the end of the period.

demonstrates the owners' share of the

company's total net assets per share

and enables comparison with the com-

pany's share price.

increase in shareholders' equity.

Diluted earnings per share When calculating diluted earnings per share, the average number of common

USDshares is adjusted to consider the effects of potential dilutive common shares that have been offered to employees, originating during the reported periods from share-based incentive programs. Dilutions from share-based incentive programs affect the number of shares and only occur when the incentive program performance conditions of the respective programs are fulfilled.

Weighted average number Weighted average number of common shares for the period. of shares outstanding

Net asset value/share adjusted for the February 2019 split and redemption program, USD

Net asset value development per share adjusted for the February 2019 split and redemption program, USD, %

Net asset value/share adjusted for the February 2019 split and redemption program is defined as equity increased by an amount corresponding to the redemption amount increased by the development in equity since the redemption date, divided by total number of outstanding common shares.

Change in net asset value per share in USD compared with previous accounting year, in percent, adjusted for the February 2019 split and redemption program

The net asset value cleared for effects of non-recurring items, e.g. redemption program 2019 which enables a true comparison with earlier periods.

A measure of profitability that shows the company's return and how the net asset value per share develops between different periods.

24

Key and Alternative

Performance Measures

Group

Key ratios

9M 2020

FY 2019

9M 2019

QTD Earnings per share /USD/

0.42

1.12

-0.12

QTD Diluted earnings per share /USD/

0.42

1.11

-0.12

YTD Earnings per share /USD/

0.35

2.08

0.97

YTD Diluted earnings per share /USD/

0.35

2.07

0.97

Number of common shares outstanding

95,076,547

78,150,006

78,150,006

YTD Weighted average number of common shares

84,440,141

78,787,830

79,002,775

YTD Weighted average number of common shares

- diluted

84,440,141

79,118,580

79,119,676

Alternative Performance Measures

9M 2020

FY 2019

9M 2019

Equity ratio

90.58%

91.21%

99.35%

Net asset value /USD/

902,668,537

776,983,782

689,244,584

Net asset value /SEK/

8,150,287,195

7,239,235,595

6,757,836,373

Net asset value per share /USD/

9.49

9.94

8.82

Net asset value per share /SEK/

85.72

92.63

86.47

Net asset value per share adjusted for split and

redemption program and rights issue /USD/

13.57

13.49

11.96

Net asset value per share development

1%

30%

15%

Reconciliation tables, VNV Global

9M 2020

FY 2019

9M 2019

Number of common shares outstanding

95,076,547

78,150,006

78,150,006

Number of plan shares outstanding

2,625,000

2,100,000

2,100,000

Total number of shares outstanding

97,701,547

80,250,006

80,250,006

QTD

Q3 2020

Q4 2019

Q3 2019

QTD Weighted average number of common shares

90,410,121

78,150,006

78,152,952

QTD Weighted average number of plan shares

2,625,000

2,100,000

2,100,000

QTD Weighted average number of total shares

93,035,121

80,250,006

80,252,952

QTD Weighted average number of common shares

- diluted

90,410,121

78,480,756

78,270,396

QTD Earnings per share /USD/

QTD Net result for the financial period

38,329,990

87,211,201

-9,434,950

QTD Weighted average number of common shares

90,410,121

78,150,006

78,152,952

QTD Earnings per share /USD/

0.42

1.12

-0.12

QTD Diluted earnings per share /USD/

QTD Net result for the financial period

38,329,990

87,211,201

-9,434,950

QTD Weighted average number of common shares

- diluted

90,410,121

78,480,756

78,270,396

QTD Diluted earnings per share /USD/

0.42

1.11

-0.12

25

Key and Alternative

Performance Measures

Group

YTD

9M 2020

FY 2019

9M 2019

YTD Weighted average number of common shares

84,440,141

78,787,830

79,002,775

YTD Weighted average number of plan shares

2,625,000

2,100,000

2,100,000

YTD Weighted average number of total shares

87,065,141

80,887,830

81,102,775

YTD Weighted average number of common shares

- diluted

84,440,141

79,118,580

79,119,676

YTD Earnings per share /USD/

YTD Net result for the financial period

29,638,644

163,677,067

76,465,866

YTD Weighted average number of common shares

84,440,141

78,787,830

79,002,775

YTD Earnings per share /USD/

0.35

2.08

0.97

YTD Diluted earnings per share /USD/

YTD Net result for the financial period

29,638,644

163,677,067

76,465,866

YTD Weighted average number of common shares

- diluted

84,440,141

79,118,580

79,119,676

YTD Diluted earnings per share /USD/

0.35

2.07

0.97

Reconciliations of Alternative Performance Measures

9M 2020

FY 2019

9M2019

Equity ratio

Shareholders' equity /USD/

902,668,537

776,983,782

689,244,584

Total assets /USD/

996,520,860

851,867,898

693,788,301

Equity ratio

90.58%

91.21%

99.35%

Net asset value /USD/

902,668,537

776,983,782

689,244,584

Net asset value /SEK/

Net asset value /USD/

902,668,537

776,983,782

689,244,584

SEK/USD

9.0291

9.3171

9.8047

Net asset value /SEK/

8,150,287,195

7,239,235,595

6,757,836,373

Net asset value per share /USD/

Net asset value /USD/

902,668,537

776,983,782

689,244,584

Number of common shares outstanding

95,076,547

78,150,006

78,150,006

Net asset value per share /USD/

9.49

9.94

8.82

Net asset value per share /SEK/

Net asset value /USD/

902,668,537

776,983,782

689,244,584

SEK/USD

9.0291

9.3171

9.8047

Net asset value /SEK/

8,150,287,195

7,239,235,595

6,757,836,373

Number of common shares outstanding

95,076,547

78,150,006

78,150,006

Net asset value per share /SEK/

85.72

92.63

86.47

26

Key and Alternative

Performance Measures

Group

Reconciliations of Alternative Performance Measures (continued)

9M 2020

FY 2019

9M 2019

Net asset value per share adjusted for the

rights issue August 3, 2020 /USD/

Net asset value /USD/

902,668,537

-

-

Rights issue /USD/

-99,219,596

-

-

Rights issue, cost /USD/

3,994,335

-

-

Net asset value adjusted for rights issue /USD/

807,443,276

-

-

Number of common shares outstanding

95,076,547

-

-

New shares issued August 3, 2020

-15,846,091

-

-

Number of common shares before rights issue

79,230,456

-

-

Net asset value adjusted for rights issue /USD/

807,443,276

-

-

Number of common shares before rights issue

79,230,456

-

-

NAV per share adjusted for rights issue /USD/

10.19

-

-

Net asset value /USD/

902,668,537

-

-

Number of common shares outstanding

95,076,547

-

-

NAV per share including rights issue /USD/

9.49

-

-

NAV per share adjusted for rights issue /USD/

10.19

-

-

NAV per share including rights issue /USD/

9.49

-

-

Rights issue effect on NAV per share, change

/USD/

0.70

-

-

Rights issue effect on NAV per share, ratio

1.07

-

-

Rights issue effect on NAV per share, change

/USD/

0.70

-

-

Net asset value per share adjusted for split

and redemption program and rights issue

(presentation below) /USD/

13.57

-

-

Net asset value per share development

0.62%

-

-

Reconciliations of Alternative Performance Measures (continued)

9M 2020

FY 2019

9M 2019

Net asset value per share adjusted for the February

2019 split and redemption program /USD/

Net asset value /USD/

902,668,537

776,983,782

689,244,584

Split and redemption program /SEK/

Number of shares at redemption

79,660,042

79,660,042

79,660,042

Redemption program /SEK 25 krona per share/

25

25

25

Redemption program /SEK/

1,991,501,050

1,991,501,050

1,991,501,050

Split and redemption program /USD/

SEK/USD redemption

9.2678

9.2678

9.2821

Redemption program /USD/

214,882,963

214,882,963

214,882,963

Price development per share /%/

Net asset value per share - opening value /USD/

7.57

7.57

7.57

Net asset value per share - closing value /USD/

9.49

9.94

8.82

Net asset value per share - development /USD/

25.42%

31.34%

16.51%

February 2019 split and redemption program - adjust-

ed for share price development /USD/

269,501,390

282,220,816

250,351,646

Number of shares at redemption

79,660,042

79,660,042

79,660,042

Redemption share price /USD/

3.38

3.54

3.14

Rights issue effect on NAV per share, change /USD/

0.70

-

-

Net asset value per share /USD/

9.49

9.94

8.82

Net asset value per share adjusted for split and

redemption program and rights issue /USD/

13.57

13.49

11.96

Net asset value development per share in USD /%/

Net asset value per share adjusted for split and redemp-

tion program and rights issue - opening value /USD/

13.49

10.37

10.37

Net asset value per share adjusted for split and redemp-

tion program and rights issue - closing value /USD/

13.57

13.49

11.96

Net asset value per share development

0.62%

30%

15%

27

Business combinations under common control

The financial report of VNV Global AB (publ) after the Redomestication and the comparative figures presented in this financial report are attributable to the VNV Global Ltd. Group with VNV Global Ltd. as the former parent company. With VNV Global AB (publ) as the parent company, the applicable accounting policies as well as risks and risk management for the Group are outlined in the VNV Global H1 2020 report. The accounting policies for VNV Global AB (publ) as a stand-alone entity are outlined in the VNV Global AB (publ) annual report for 2019.

Upcoming Reporting Dates

VNV Global's report for the twelve-month period January 1, 2020- December 31, 2020, will be published on January 28, 2021.

Stockholm, Sweden, October 23, 2020

Lars O Grönstedt

Josh Blachman

Victoria Grace

Chairman of the Board

Board member

Board member

Ylva Lindquist

Keith Richman

Per Brilioth

Board member

Board member

Managing Director and

Board member

For further information contact Per Brilioth or Björn von Sivers: Telephone: +46 8 545 015 50, www.vnv.global

28

Report on Review of Interim Financial Information

Introduction

We have reviewed the condensed interim financial information (interim report) of VNV Global AB (publ) as of September 30, 2020. The board of directors and the CEO are responsible for the preparation and presentation of the interim financial information in accordance with IAS 34. Our responsibility is to express a conclusion on this interim report based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements ISRE 2410, Review of Interim Report Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, ISA. The procedures performed in a review do not enable us

to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, in accordance with IAS 34.

Gothenburg, October 23, 2020

PricewaterhouseCoopers AB

Martin Oscarsson

Authorized Public Accountant

29

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VNV Global AB (publ) published this content on 23 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 October 2020 07:34:05 UTC