Note 26 Capital management Fiven is managing its financing and liquidity position to support Fiven’s growth strategy. Furthermore, the capital management objectives also include reduction of liquidity risk and to ensure that the company can meet its financial obligations at all times and to optimize the capital structure to reduce cost of capital. During 2021, Fiven refinanced its operations through a new bond of 70 mEUR expiring in June 2024. Fiven has now secured long term financing for the coming years. Fiven has maintained a strong focus on liquidity, throughout the Covid-19 pandemic, monitoring risks and uncertainty in this regard about market impact and subsequently about the company’s ability to meet its financial commitments. The results demonstrate that Fiven has been able to manage the situation well through a healthy cash position and a reduction of net-interest bearing debt (including the repayment in full of the unsured shareholder loan in full). Looking forward and to support the company’s growth strategy, it is important to optimize the availability of the external financial sources. The new bond structure allows a total maximum nominal amount of 125 mEUR. In August 2021 the new Fiven bond was listed on NASDAQ in Stockholm, and the bond is also traded at the Frankfurt Stock Exchange. Bondholders under the initial bonds are senior ranked and there will be no dividend paid to Fiven shareholders or servicing of any loan, including shareholder loan, prior to the final maturity date of the initial bond. On December 5, 2022, the Bond agreements term and condition were amended to allow restricted repayment of Shareholder loan and distribution of divided, between before 31 December 2022. Fiven did a full repayment of shareholder loan of 22,7 mEUR, accrued interest and a dividend of mEUR 2,813. The bond agreement includes covenants prescribing a maximum net interest bearing debt to EBITDA (defined in bond agreement) ratio should not exceed 4.75 (first year), 4.5 (second year) and 3.00 (third year). The descriptions of elements being included and excluded from the traditional EBITDA and net interest-bearing debt for covenant calculation is described in the bond agreement. The financial flexibility is also maintained through the existing factoring facility and an export credit facility subject to regulations described in the Bond agreement. The utilization of these facilities can potentially be extended depending on the growth pace of the business. Note 27 Equity SHARE CAPITAL AND OTHER PAID IN CAPITAL Number of shares Nominal value per share Total share capital Other paid in capital EUR NOK EUR EUR As of 1 January 2022 1 000 101 1 000 101 376 5 575 350 Contribution of equity - - - - - As of 31 December 2022 1 000 101 1 000 101 376 5 575 350 As of 1 January 2021 1 000 101 1 000 101 376 5 575 350 Contribution of equity - - - - - As of 31 December 2021 1 000 101 1 000 101 376 5 575 350 100 percent of the shares are owned by Tosca Intermediate Holdings Sàrl, a company owned by OpenGate Capital, a private equity firm. There is one class of shares, and each share carries one vote and has equal rights on distribution of income and capital. In agreement with the amended terms and conditions in the Bond Agreement of 15 June 2021 (December 5, 2022) a dividend of kEUR 2 813 was distributed to owners December 6, 2022. Fiven Annual Report 2022 74 Financial statements
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