Chip Bidco AS
Group annual
report 2022
1
TABLE OF CONTENTS
LETTER FROM CEO
3
BOARD OF DIRECTORS REPORT
6
GROUP ANNUAL ACCOUNTS
18
COMPANY ANNUAL ACCOUNTS
58
AUDITOR’S REPORT
69
2
Acceleration after a successful merger • Increasing momentum in financial
performance during H2, where all four
business divisions contributed to the
strong growth compared to 2021. For pro
forma comparisons between 2022 and
2021 on key financial figures, we refer to
our interim quarterly report for the fourth
quarter in 2022 as published on
www.cegal.com.
• High people engagement score between
74-78, consistently higher than industry
benchmark at 73.
• Very strong employer brand, with great
ability to attract talent despite the fierce
fight for talent in tech, with 120 organic
new hires in 2022 and attrition at 13%,
versus 20% in the Nordic IT industry.
• Acquired Systemtech A/S, a database
specialist company, increasing our
footprint in Denmark.
• Won Annual Norvestor ESG Award.
• Recertified for ISO 27001 (security), 9001
(quality), 14001 (environment) and 45001
(health and safety). All with great feedback
from the auditors.
AN EXTRAORDINARY YEAR FOR CEGAL, WITH
ACCELLERATED GROWTH AND STRONG MOMENTUM
CEO LETTER 2022 3
Chip Bidco | ANNUAL REPORT 2022
2022 was our first full
year as a fully merged
company, and what a
year it has been. The
new Cegal really
accelerated as a result
of the two companies
joining forces, we grew
faster than many of our
competitors,
we won customers that neither Cegal nor
Sysco would have won standalone, we
maintained high employee engagement
scores and attrition levels were below
industry standards. Overall, a year during
which we have been through a large
integration process and many
organizational changes. Not many
companies manage to do that, and it is
something our entire team and all our
employees deserve big kudos for. It also
shows the potential of our company going
forward.
Some of the highlights of the year:
• Successful merger of Cegal and Sysco.
• New vision, mission, strategy and brand
launched in Q1.
• Key new contracts won with Petronas,
Skagerag Energi, Haugaland Kraft,
Okea, Helse SørØst, Shell, Aker BP,
Eviny, Lyse and BW Energy.
Building a tech superpower that enables
a more sustainable future
The vision for Cegal going forward is to build
a next generation tech company that is
enabling a more sustainable future.
The energy industry is transforming at a very
high pace, and we see a clear trend in
traditional oil and gas companies joining
forces with power and utilities companies to
collaborate towards more renewable and
sustainable energy. These are not different
industries anymore, but a joint Energy
sector, committed to producing secure,
reliable and more renewable energy.
The key to this green energy transformation
lies in technology, and we believe we will
see unprecedented tech investments within
this sector over the next decade. Not only on
windmills, solar panels and equipment, but
also on software, data analytics services,
integration, cloud operations, and security.
On top of this rapid transformation,
customers are struggling with increasingly
complex IT, huge amounts of data from a
myriad of systems, sensors and sources,
increased demands on turning tech
investments into business value, and
increased pressure on security and
compliance.
That is why the Group’s mission is to turn
complex IT into digital success, by delivering
modern Industry Software that increases
efficiency and control, super skilled
Consulting services that integrate
technologies and turn data into insight, and
specialized Cloud Operations services of
mission critical IT in modern hybrid cloud
environments.
To remain competitive and win, everything in
Cegal starts and stops with our people. Post
Covid, many tech companies struggle with
higher turnover, significantly increased salary
pressure (at times outgrowing the ability to
increase prices) and a general challenge
around building strong company cultures,
when large amounts of employees have been
working from home. We now see that more
and more Cegal people are coming back to
the office, and we will also invest more in
training, competencies and social
engagements through 2023. Only then we
can build the unstoppable culture we strive for
that fuels our business.
When Cegal and Sysco merged one year
ago, we launched a vision to build a stellar
nextgen tech company that contributes to a
more sustainable future. It gives us
tremendous energy to see our formula being
successful. Our growth is accelerating, our
pipeline and backlog remains solid and our
people are thriving. That makes us both
optimistic and energized for 2023 and ready
to continue our mission to help energy
customers turn complex IT into digital
success.
Best regards,
Dagfinn Ringås (dig. sign.)
CEO
CEO LETTER 2022 4
Chip Bidco | ANNUAL REPORT 2022
Chip Bidco, a Cegal Group company, is a
trusted global technology powerhouse
broad and deep domain competencies across
the whole energy vertical, including
renewables. Our employees are working from
offices in Stavanger (HQ), Oslo, Trondheim,
Bergen, Stord, Mosjøen, Larvik, Hamar,
Haugesund, London, Aberdeen, Uppsala,
Lund, Ørebro, Stockholm, Copenhagen,
Skanderborg, Aberdeen, Dubai, Houston,
Calgary, Tallinn, Perth and Kuala Lumpur,
enabling a strong geographical presence.
Traditionally, the Group has been an
important provider of technology to the
international Oil & Gas industry. The
transformation of this sector and the move
towards renewables is happening at a high
speed, with technology and diversity as
important keys.
The Group has further strengthened its
renewable footprint in 2022 with significant
wins of key clients within the renewable
sector. Also, the Group established four new
reportable segments from January 1, 2022 as
presented in note 21.
In June 2022, the Group acquired the
remaining 49% of Cegal EnergyX and now
holds 100% of the shares in the company.
Furthermore, the Group acquired Systemtech
A/S to strengthen its consulting arm in
Denmark.
As at 31 December 2022, the Group had 769
employees compared to 739 as at 31
December 2021.
Scope of Business
Going forward, the Group’s vision is to build a
true nextgen tech company that enables a
more sustainable future.
Business units
Cloud operations
The Group’s cloud-based solutions provide
high performance IT systems and customized
software solutions that boost speed and
productivity for our customers, enabling them
to securely collaborate in the cloud. We have
customized our offering for the broader
energy sector, covering the full value chain
with our cloud offering and customized
applications.
In 2022, Cloud operations represented 42%
of our revenues compared to 56% in 2021, a
decrease in 2022 due to the merger with
Sysco which took place in Q4, 2021.
Products
The Group develops and sells software to
extend, improve and speed up workflows
within geology, geophysics, reservoir
engineering and data management as well as
providing energy products.
In 2022, Products represented 16% of our
revenues compared to 17% in 2021.
BOARD OF DIRECTORS’ REPORT CHIP BIDCO AS
BOARD OF DIRECTORS’ REPORT 2022 5
Chip Bidco | ANNUAL REPORT 2022
Services
The Group offers highly experienced on-site
consultants, primarily to the broader energy
industry. Our technical expertise adds real
value in key areas, such as integrating and
monitoring technologies, turning data into
insights and driving professional IT processes
as a service.
In 2022, Services represented 38% of our
revenues compared to 26% in 2021.
Third-party resale
The Group provides hardware and software
licenses for resale to our customers, typically
bundled with sales within our other business
units.
In 2022, third-party resale represented 4% of
our revenues. No comparison to 2021 is
available.
Research and development
The Group spent NOK 31.3 million on
research & development activities during the
year, providing new products to the market
and improving existing products with new
functionalities.
BOARD OF DIRECTORS’ REPORT 2022 6
Chip Bidco | ANNUAL REPORT 2022
Statement of income, cash flow and
balance sheet
The Group’s financial statement for 2022 has
been prepared in accordance with the IFRS
accounting principles as adopted by EU.
Operating Revenue
Total revenues were NOK 1 627.1 million in
2022 compared to 992.4 million in 2021.
Operating Result (EBITDA, alternative
Performance Measure)
The Group’s earnings before interest, tax,
depreciation and amortisation (EBITDA) was
NOK 279.4 million in 2022 compared to NOK
142.3 million in 2021.
Depreciations and amortisations
Depreciation of tangible assets and
amortisation of intangible assets was NOK
229.5 million in 2022 compared to NOK 193.8
million in 2021.
Net financial items and profit before and after
tax
Net financial items amounted to NOK -135.2
million in 2022 compared to NOK -91.2 million
in 2021 and profit tax was NOK 5.3 million
resulting in a net loss or the year of NOK –
80.0 million compared to NOK -112.3 million
in 2021.
Cash flow and financial positions
Total cash flow from operations for the Group
was NOK 209.5 million compared to NOK
164.3 million in 2021.
Cash flow from investment activities was
NOK -57.7 million compared to NOK -785.0
million in 2021 when Sysco was acquired.
Cash flow from financing activities was NOK
-171.8 million compared to NOK 646.5 million
in 2021 when Sysco was acquired.
As at 31 December 2022, the Group had
bank deposits totaling NOK 42.2 million plus
available bank overdraft facilities of NOK
128.6 million. As at 31 December 2021, the
Group had bank deposits totaling NOK 62.1
million.
The Group's current assets amounted to 12.4
% of total assets per 31 December 2022.
Total assets at the end of the year was NOK
3 211.6 million and the equity ratio was
32.0%.
As at 31 December 2021, the Group’s current
assets amounted to 11.3% of total assets of
NOK 3 285.2 million and the equity ratio was
33.9%.
BOARD OF DIRECTORS’ REPORT 2022 7
Chip Bidco | ANNUAL REPORT 2022
Corporate governance in the group and Chip
Bidco AS comprises the values, goals, and
overall principles according to which the
Group is managed and controlled to secure
the interests of shareholders, customers,
employees, and other interested parties of the
company.
The Group submits in accordance with the
Accounting Act § 3-3b and The Norwegian
Code of Practice for Corporate Governance a
statement of the principles and practices of
corporate governance.
Accounting Act § 3-3b, 2nd paragraph
1. Principles and practices for corporate
governance in the group is based on
Norwegian law and the group follows The
Norwegian Code of Practice for Corporate
Governance issued by The Norwegian
Corporate Governance Board (NCGB), as far
as it is appropriate for IT companies.
2. The recommendation for corporate
governance is available at nues.no.
3. Any deviations of compliance with The
Norwegian Code of Practice for Corporate
Governance are commented in corporate
governance below.
4. Reference is made to point 10 under The
Norwegian Code of Practice for Corporate
Governance, and corporate governance
below for a description of internal control and
risk management related to the financial
reporting process.
5. Reference is made to point 6 under The
Norwegian Code of Practice for Corporate
Governance, and to corporate governance
below for a description of compliance.
6. See points 6, 7, 8 and 9 under The
Norwegian Code of Practice for Corporate
Governance, and corporate governance
below.
7. See the explanation of section 8 of the
recommendation below.
8. See point 3 under The Norwegian Code of
Practice for Corporate Governance below.
9. See point 8 under The Norwegian Code of
Practice for Corporate Governance below.
The Norwegian Code of Practice for
Corporate Governance
The description below explains how the 15
points in The Norwegian Code of Practice for
Corporate Governance of 14 October 2021
have been followed up in the Group.
BOARD OF DIRECTORS’ REPORT 2022 8
Statement of compliance
Chip Bidco | ANNUAL REPORT 2021 Chip Bidco | ANNUAL REPORT 2022
1. Statement of corporate governance
Corporate governance at Chip Bidco AS and
the Group shall ensure sustainable
operations and value creation over time to the
benefit of shareholders and other
stakeholders.
Corporate governance is a framework of
policies, processes, controls, and
responsibilities for managing the business
and making sure the right objectives and
strategies are set and implemented with
results that can be measured and followed
up. The Corporate Governance Report is
prepared by the board of directors of Chip
Bidco AS and presents the corporate
governance of the company and the Group. It
is structured to cover all sections of the
Norwegian Code of Practice for Corporate
Governance. Compliance with and
implementation of sound corporate
governance is continuously monitored by the
board of directors and the HSEQ Forum.
The board of directors regularly receives
extensive reports from the chief executive
officer and the chief financial officer on key
aspects of the business. These reports reflect
underlying reporting to executive
management from the business units through
regular review sessions.
The Group’s Code of Conduct and Ethical
Guidelines were last revised in 2021 and it
forms a framework for behavior and attitudes
in accordance with the norms, rules and laws
set by the authorities, by the society, and
between the individual employees. The
ethical guidelines apply to all employees in
the group, including temporary staff and hired
consultants. The guidelines, except for
employee-related sections, also apply to the
Group's shop stewards. The Group's
operations depend on trust from customers,
local communities and public authorities, and
the ethical guidelines are based on the
Group's core values
Inventive – Courageous – Passionate –
Balanced
Deviation from section 1 of the
recommendation: None
2. Business
Chip Bidco AS is a holding company and its
purpose is to invest in and own shares,
financial instruments and interests in other
companies, and other activities naturally
related to that.
Chip Bidco AS is wholly-owned (100%) by
Chip Midco AS, which is wholly owned
(100%) by Chip Topco AS. Credo Partners
AS, Norvestor SPV 1 Holding AS and
employees/management/board of the Cegal
group are indirect owners of the Company
with indirect shareholdings of 8%, 60% and
32%, respectively. The Company's board of
directors comprise of only one board member
and no employees are employed in Chip
Bidco AS. The Company Chip Bidco AS is not
an operative entity and has therefore not
established a separate management team.
The Group's operations are thereby carried
out through the Company's operating
subsidiaries. The Group is a professional
digitalization partner delivering cloud
solutions, software applications and
consultancy services for the energy industry.
Chip Bidco AS is a holding company with no
employees, no management or operational
activities and with one sole Board member.
Chip Bidco AS elects its board members on
the general meeting. The Group’s highly
scalable solutions run on data centres
powered by clean energy. The cloud products
enable true digital collaboration and secure
access to critical industrial control systems,
thereby reducing the need for travel.
BOARD OF DIRECTORS’ REPORT 2022 9
Chip Bidco | ANNUAL REPORT 2022
Statement of corporate governance report
The Group aims to be a valuable contributor
to driving the green shift and solving
challenges in other industries with similar
needs. The Group looks at the relevance of
sustainability from an industry perspective,
and what a long-term vision looks like. The
Group has identified material themes to focus
on, taking a perspective of the full value chain
and reviewing these at least annually.
The Group have identified some key
performance indicators (KPI) on the identified
material themes, as well as value creation
opportunities and formulated an action plan to
drive progress.
The company is committed to reducing its
energy consumption and associated carbon
emissions. By 2024, the company aims to be
carbon neutral in targeted areas, including
products and components, logistics, travel
and own sites and operations.
Energy & carbon are managed and monitored
in accordance with the ISO 14001 certification
(certified since 2021). The Group’s cloud
solutions are primarily based in Norway and
are powered by hydropower, the energy
consumption of these data centres is closely
monitored. During 2021 and 2022, the
additional data centres in the UK and the
Netherlands improved their renewable rating
and are now powered by 100% renewable
electricity.
Initiatives have been implemented to reduce
carbon emissions, including motion-sensor
lighting at multiple offices, hybrid working
opportunities, promotion of public transport
use, and cycle-to- work schemes. With
employees across nine different countries,
The Group is growing to become a leading
technology powerhouse and acknowledges
that talent is its most important asset and
invests accordingly.
Diversity and equality are core to the Group's
ESG strategy where it has set KPIs for
example for the number of female hires.
Women@Cegal, a female network and
platform for both professional and social
activities for all Women in the Group was
established in 2020. The mission is
'SHAPING the future workplace' through the
exchange of experiences, skills and personal
development. The Group is also a platinum
member of the ODA-network, a leading
network for women in tech in the Nordic
countries, where it works to reach 40% of
women in tech by 2025. The Group aims to
build employee competence and skills. During
2021, the proprietary Learning Management
System was upgraded to include LinkedIn
courses. A transparent reward policy is in
place built on the Group’s career framework
to ensure employees are fairly paid.
Health & safety is ensured based on ISO
45001 standards, for which the company
became certified in 2021. Well-being and
satisfaction are tracked through a monthly
survey that monitors work tasks, culture,
workload etc.
Deviation from section 2 of the
recommendation: None
3. Equity and dividends
Total assets at the end of the year was NOK
3 211.6 million and the equity ratio was
32.0%.
No dividend is proposed for 2022.
Deviation from section 3 of the
recommendation: None
BOARD OF DIRECTORS’ REPORT 2022 10
Chip Bidco | ANNUAL REPORT 2022
4. Equal treatment of shareholders
The board of Chip Bidco AS emphasize that
all shareholders must be treated equally and
have the same opportunity for influence. The
Company's board of directors comprise of
only one board member and no employees
are employed in Chip Bidco AS. The board
instructions further stipulate that board
members shall, on their own initiative, state
whether any interest the individual or his or
her close relatives may have in the decision
of a question. Unless the board member
himself /herself chooses to resign during the
consideration or decision of a case, the board
shall decide whether he or she shall resign. In
the assessment, all aspects of personal,
financial, or other interests of the board
member is included, in addition to the need
for public confidence in the Group's activities.
The board's assessments of impartiality
issues are recorded.
Significant transactions in 2022:
In 2022, Cegal AS, A Chip Bidco Group
company, signed the acquisition of the
remaining 49% of EnergyX in June and
Systemtech A/S in Denmark in September.
Deviation from section 4 of the
recommendation: None
5. Shares and negotiability
Chip Bidco AS’s shares are not listed on a
stock exchange and all of the Group’s
subsidiaries are wholly owned. Chip Bidco AS
is wholly-owned (100%) by Chip Midco AS,
which is wholly owned (100%) by Chip Topco
AS.
Credo Partners AS, Norvestor SPV 1 Holding
AS and employees/management/board of the
Cegal Group are indirect owners of the
Company with indirect shareholdings of 8%,
60% and 32%, respectively.
Deviation from section 5 of the
recommendation: None
6. General meetings
The board of directors ensure that the
company’s shareholders can participate in the
general meeting. The resolutions and
supporting information distributed are
sufficiently detailed, comprehensive, and
specific to allow shareholders to form a view
on all matters to be considered at the
meeting. Deadline for shareholders to give
notice of their intention to attend the meeting
is set as close to the date of the meeting as
possible. The members of the board of
directors and the chairman of the nomination
committee attend the general meeting. The
general meeting is able to elect an
independent chairman for the general
meeting.
Deviation from section 6 of the
recommendation: None
7. Nomination committee
The Company's board of directors comprise
of only one board member and there is no
need for a nomination committee in Chip
Bidco AS.
Deviation from section 7 of the
recommendation: None
BOARD OF DIRECTORS’ REPORT 2021 11
Chip Bidco | ANNUAL REPORT 2022
8. Board of directors: composition and
independence
The board consists of one board member
elected by the General Meeting.
Deviation from section 8 of the
recommendation: None
9. The work of the board of directors
The board of Chip Bidco AS has an annual
plan for its work with special emphasis on
goals, strategy and business plans. The
board has the overall responsibility for the
management and organization of the
company in accordance with laws,
regulations, articles of association and
resolutions passed at the general meeting.
The board receives periodic reporting of profit
development, market development,
management, personnel and organizational
development and development in the risk
picture and risk exposure for the company.
The board's responsibilities and tasks are
reviewed annually, and the board's work
follows an established work plan and
instructions.
The board conducts an annual self-evaluation
of its work with a view to working methods,
case processing, meeting structure and
prioritization of tasks. The requirements for
composition and competence are met. In
2022,, one ordinary board meeting was held.
The attendance percentage in 2022 was
100%. There is a board insurance in place
for Chip Topco AS which also cover all
subsidiaries including Chip Bidco AS.
Deviation from section 9 of the
recommendation: None
10. Risk management and internal control
Risk management in the Group shall support
the company's strategic development and
goal achievement as well as ensure financial
stability and sound management. The
company's overall goals and strategic choices
are determined through regular strategy
processes. The board of Chip Bidco AS is
responsible for ensuring that the Group has
subordinated capital that is prudent based on
adopted risk profile and regulatory
requirements. The board sets the overall
objectives such as risk profile and return
target. The board also determines the overall
framework, authorizations and guidelines for
risk management in the Group. The board of
Cegal Group AS reviews the Group's
development on a quarterly basis within the
most important risk areas in relation to
adopted policies, frameworks and target
figures, and conducts an annual review of
internal control. The HSEQ department is
organized independently of the business units
and reports to the CFO.
The department is responsible for
independent risk assessment, risk reporting
and the overall risk monitoring in the Group
and reports periodically to the board on
developments in the risk picture.
The company's management is responsible
for establishing and maintaining sound
internal control related to the group's financial
reporting. The internal control related to
financial reporting in the group is a process
that under the supervision of the CEO and
CFO is designed to provide reasonable
assurance for reliable financial reporting and
preparation of the group's quarterly and
annual accounts in accordance with IFRS as
adopted by the EU.
BOARD OF DIRECTORS’ REPORT 2022 12
Chip Bidco | ANNUAL REPORT 2022
The accounting principles applied by the
Group are also in accordance with IFRS as
issued by the International Accounting
Standards Boards (IASB). The company's
finance department prepares financial
reporting for the group. The department
ensures that the reporting takes place in
accordance with current legislation,
accounting standards and the Group's
accounting principles. The department has
established processes that ensure that the
accounting reporting is quality assured and
that any errors and deficiencies are followed
up and corrected on an ongoing basis. For all
financial reporting, several control measures
have been established to ensure correct,
valid, and complete reporting. In addition,
detailed reconciliation controls are performed
daily and monthly.
Deviation from section 10 of the
recommendation: None
11. Remuneration of the board of directors
No remuneration has been paid to the one
member of the board in 2022.
Deviation from section 11 of the
recommendation: None
12. Remuneration of executive personnel
No remuneration has been paid to senior
executives in 2022 as there are no
employees in Chip Bidco AS.
Deviation from section 12 of the
recommendation: None
13. Information and communications
Chip Bidco AS emphasis strongly on correct,
relevant and timely information about the
company's development and results to create
confidence in the investor market.
Information to the market is disseminated
through investor presentations, websites on
the Internet, press releases and financial
reports. Regular presentations are held with
investors, banks and other partners.
Deviation from section 13 of the
recommendation: None
14. Take-overs
In a bid situation, the company’s board of
directors and management have an
independent responsibility to help ensure that
shareholders are treated equally, and that the
company’s business activities are not
disrupted unnecessarily. The board has a
particular responsibility to ensure that
shareholders are given sufficient information
and time to form a view of the offer.
Deviation from section 14 of the
recommendation: None
15. Auditor
The external auditor is elected by the general
meeting. Ernst & Young was the Group’s
external auditor in 2022.
The external auditor participates in board
meetings where the annual accounts are on
the agenda, and issues the statutory
confirmation of the financial information
provided by the group. The board informs the
general meeting of the auditor's remuneration
in a meeting. The external auditor has not
performed significant consulting assignments
for the Group. Specified auditor's fees for
financial auditing and services other than
auditing are stated in the note to the annual
accounts.
Deviation from section 15 of the
recommendation: None
BOARD OF DIRECTORS’ REPORT 2022 13
Chip Bidco | ANNUAL REPORT 2022
Going concern
In accordance with the Accounting Act § 3-3a,
we confirm that the financial statements have
been prepared under the assumption of going
concern. This assumption is based on the
current cash balances, the current overdraft
facility and the Group’s long-term strategic
financial trajectory.
Although the majority of Group’s revenues
are generated in the energy sector, our
business model has proven robust even in
tough times. We see the digitalization in the
energy sector as a growth opportunity as we
offer products and services that will enable
our customers more flexibility and also to
operate more cost efficient. With Envision,
Sysco Group, EnergyX and Systemtech now
onboard, we have diversified our value
proposition further with more focus on the
renewable energy industry.
Even if the Group’s exposure to the ongoing
situation in Ukraine is considered as very
limited, we have established a task force to
monitor the situation on a continuous basis,
addressing social aspects of employees as
well as potential consequences on the
financial and legal side.
Risk factors
Market risk
The Group has exposure to currency and
interest rate risk. Currency risk includes risk
from contractual purchase or sale
denominated in foreign currencies, in addition
to foreign investments and future cash flow
from these investments.
This currency risk is reduced by having parts
of the cost base in foreign currencies as well.
The Group is on an ongoing basis
considering various risk mitigating factors
including hedging of foreign currency risks as
well as changes in interest rates.
In addition, the Group is exposed to changes
in interest rates. To limit its exposure to
changes in interest rates, the Group entered
into an interest rate swap agreement in June
2022, covering 50% of its exposure related to
changes in interest rates on the Group’s bond
loan. For more information about market risk,
see note 3.
BOARD OF DIRECTORS’ REPORT 2022 14
Chip Bidco | ANNUAL REPORT 2022
Statement of social responsibility and Transparency Act
The Group’s social responsibility statement
is available on the Group’s web page
www.cegal.com/en/about-us/sustainability
The Group is currently conducting due
diligence assessments with regards to the
Transparency Act and a report will be
published on www.cegal.com before June
30, 2023, to address the guidelines in the
act.
Board of Director’s report
Credit risk
The loss on receivables has historically been
very limited for the Group, and the risk of
losses on receivables is also considered
limited.
Liquidity risk
The Group held liquid assets of NOK 42.2
million at the end of the year compared to
NOK 62.1 million in 2021, as well as having
access to bank overdraft facilities of NOK
128.6 million. The Group considers its
liquidity as good, and its exposure to liquidity
risk is considered to being limited.
Work environment
Sick leave in the Group was approximately
2.8% in 2022 compared to 2.3% in 2021.
During the course of the year, it has not
occurred or been reported serious workplace
accidents, which resulted in significant
damage or injuries. The working environment
is good, and improvements are being
continuously evaluated and implemented.
Equality
At the end of 2022, the Group consisted of a
total of 769 employees compared to 739 in
2021, including 160 (148 in 2021) women and
609 (591 in 2021 men). The goal is to be a
workplace where there is full gender equality.
The Board and management are aware of the
societal expectations on measures to
promote gender.
Discrimination
The Anti-Discrimination Act is to promote
equality, ensure equal opportunities and
rights and prevent discrimination based on
ethnicity, national origin, ancestry, color,
language, religion and belief. The Group
works actively, purposefully and
systematically to promote the purpose within
our business. The activities include
recruitment, pay and working conditions,
promotion, development and protection
against harassment.
The Group aims to be a workplace where
there is no discrimination on grounds of
disability. The Group works actively and
purposefully to design and facilitate the
physical conditions so that the different
functions can be used by as many people as
possible. For employees or applicants with
disabilities, individual arrangements are made
with regards to workplaces and work tasks.
Environment
The operations do not affect the external
environment beyond the normal for the
company business.
BOARD OF DIRECTORS’ REPORT 2022 15
Chip Bidco | ANNUAL REPORT 2022
Subsequent events
On 1 April 2023, Cegal AS. A Chip Bidco
Group company, divested Cegal Finans AS in
which it held 100% of the shares until 31
March 2023.
Furthermore, with effect from 1 January 2023,
Cegal Danmark A/S merged with Systemtech
A/S and Sysco Holding Aps in Denmark with
Cegal Danmark A/S as the acquiring
company.
Future outlook
The Group’s main markets are expected to be
growing in 2023.
Based on the current demand from our
customers, a focused organization, our
unique offerings and a strong order estimated
order backlog of NOK 2.5 billion, the
company expects further growth, increased
profitability and a positive cash flow going
forward.
Net profit and allocations
For 2022, the Board proposes the following
allocation of the net income for Chip Bidco
AS:
Transferred loss to other equity: NOK -40.5
million
Total allocation: NOK -40.5
million
No dividend is proposed in respect of the
2022 financial year.
BOARD OF DIRECTORS’ REPORT 2022 16
Stavanger, 2 May 2023
Fredrik Gyllenhammar Raaum (dig. sign.)
Chairman
Chip Bidco | ANNUAL REPORT 2022
The Board of Directors and the CEO confirm that to the best of our knowledge the financial
statements as of 31 December 2022, which have been prepared in accordance with IFRS as
adopted by the European Union and generally accepted accounting practice in Norway,
provides a true and fair view on the Group’s consolidated assets, liabilities, financial position
and result.
We also confirm, to the best of our knowledge that the Board of Directors’ report includes a true
and fair overview of the development, performance and financial position of the Group, together
with a description of the principal risks and uncertainties they face.
RESPONSIBILITY STATEMENT
RESPONSIBILITY STATEMENT 2022 17
Stavanger, 2 May 2023
Fredrik Gyllenhammar Raaum (dig. sign.) Dagfinn Ringås (dig. sign.)
Chairman CEO
Chip Bidco | ANNUAL REPORT 2022
Chip Bidco AS
Group annual
accounts 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(NOK THOUSANDS)
NOTE 2022 2021
Revenues
Sales revenue 20 1 627 062 990 042
Other operating income 0 2 336
Total Revenues 1 627 062 992 378
Operating expenses
Cost of materials 447 673 288 603
Payroll expenses 13 785 789 473 514
Other operating expenses 8, 13 114 188 88 005
Total operating expenses before depreciation 1 347 650 850 122
Earnings before interest, tax, depreciation & amortization (EBITDA) 279 412 142 256
Depreciation and amortization 7, 8 229 524 193 818
Operating result (EBIT) 49 888 -51 562
Financial income and expenses
Interest income 7 954 1 940
Interest expenses 15 -127 470 -82 672
Financial cost -23 714 -7 809
Net foreign exchange gains/-losses 8 019 -2 650
Net financial income (loss) -135 211 -91 191
Net profit (loss) before tax -85 324 -142 752
Tax expense 14 5 304 30 502
Net profit (loss) for the year -80 020 -112 250
Non-controlling interest -2 211 -592
Net profit (loss) - equity holders of the parent -82 231 -112 842
Earnings per share 10 -2.67 -3.74
Earnings per share diluted 10 -2.67 -3.74
(NOK thousands) 2022 2021
Profit (loss) for the year -80 020 -112 250
Other comprehensive income, items to be reclassified to profit & loss
Translation differences -473 444
Total compehensive income -80 493 -111 806
Total comprehensive income attributable to:
Equity holders of the parent company -82 704 -112 398
Non-controlling interest 2 211 592
Total comprehensive income continuing operations -80 493 -111 806
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (NOK
THOUSANDS)
NOTE 2022 2021
FIXED ASSETS
Intangible assets
Goodwill 7, 19 1 814 100 1 805 143
Other intangible assets 7 863 351 979 103
Total intangible assets 2 677 451 2 784 246
Tangible assets
Property, plant, equipment & machineries 8 135 369 156 922
Total tangible assets 135 369 156 922
Financial assets
Other long-term receivables 4 159 3 611
Total financial assets 159 3 611
NON- CURRENT ASSETS 2 812 979 2 944 779
CURRENT ASSETS
Receivables
Trade receivables 4, 9 312 446 240 956
Other receivables 4 17 292 23 464
Prepayments 26 707 13 942
Total receivables 356 444 278 362
Cash and cash equivalents 4, 11 42 156 62 091
Total current assets 398 600 340 453
TOTAL ASSETS 3 211 580 3 285 232
Stavanger, 2 May 2023
Fredrik Gyllenhammar Raaum (dig. sign.) Dagfinn Ringås (dig. sign.)
Chairman CEO
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (NOK
THOUSANDS)
NOTE 2022 2021
EQUITY
Paid-in capital
Share capital 18 240 180
Share premium reserve 18 1 366 021 1 319 366
Total paid-in capital 1 366 261 1 319 546
Retained earnings
Other equity -337 052 -209 776
Total retained earnings -337 052 -209 776
Equity attributable to equity holders of the parent 1 029 209 1 109 770
Non-controlling interests 0 2 572
Total equity 1 029 209 1 112 342
LIABILITIES
Provisions
Deferred tax liability 14 161 311 171 443
Total provisions 161 311 171 443
Long-term liabilities
Interest bearing loans and borrowings 4, 6 1 482 935 1 470 268
Other long-term liabilities 4 0 12 347
Lease liabilities 3, 6, 15 74 155 89 029
Total other long-term liabilities 1 557 090 1 571 644
Current liabilities
Short-term lease liabilities 3, 5, 6 45 427 53 966
Short-term interest bearing debt 3, 4, 5, 15 21 429 24 200
Trade creditors 3, 4, 5 88 401 73 744
Public duties payable 3, 4, 5 90 367 79 158
Taxes payable 4, 5, 14 1 618 1 219
Other short-term liabilities 4, 5, 16 216 727 197 516
Total current liabilities 463 970 429 803
Total liabilities 2 182 370 2 172 890
TOTAL EQUITY AND LIABILITIES 3 211 580 3 285 232
CONSOLIDATED STATEMENT OF CASH FLOWS (NOK
THOUSANDS)
NOTE 2022 2021
Cash flow from operating activities
Net profit (loss) before tax -85 324 -142 752
Depreciation and amortization 7, 8 229 524 193 818
Taxes paid 14 -1 219 -444
Financial income -15 973 -1 940
Financial expenses 151 184 93 131
Change in trade receivables and trade creditors -56 833 7 010
Changes in other current balance sheet items -11 836 15 526
Net cash flow from operating activities 209 525 164 349
Cash flow from investing activities
Acquisition of Sysco group, net of cash acquired -2 899 -719 301
Acquisition of Envision Group, net of cash acquired 0 -20 100
Acquisition of Systemtech, net of cash acquired 22 -12 357 0
Acquisition of tangible fixed assets 8 -19 245 -19 261
Acquisition of intangible assets 7 -31 111 -28 299
Interest received 7 954 1 940
Net cash flow from investment activities -57 659 -785 021
Cash flow from financing activities
Proceeds from new long-term debt 6 0 596 308
Increase (decrease) in short-term interest-bearing debt -2 771 24 200
Capital contribution 12 385 174 283
Interest payments to financial institutions -127 470 -90 481
Installment leasing-debt (IFRS 16) 6 -53 966 -57 794
Net cash flow from financing activities -171 822 646 514
Total change in cash and cash equivalents -19 956 25 842
Currency effect on cash 21 -10
Cash and cash equivalents beginning of period 62 091 36 259
Cash and cash equivalents end of period 42 156 62 091
Non-controlling interests in 2022 of NOK -37.2 million relates to the acquisition of the
remaining 49% of the shares in Cegal EnergyX.
STATEMENT OF CHANGES IN
EQUITY (NOK THOUSANDS)
NOTE
SHARE
CAPITAL
SHARE
PREMIUM
RESERVE
OTHER
EQUITY
EQUITY
ATTRIBUTABLE
TO EQUITY
HOLDERS OF
THE PARENT
NON-
CONTROL-
LING
INTERESTS
TOTAL
EQUITY
Equity as of 31 December 2020 60 757 136 -97 378 659 818 0 659 818
Net profit (loss) for the year 2021 -112 842 -112 842 592 -112 250
Translation differences 444 444 0 444
Total comprehensive income 2021 -112 398 -112 398 592 -111 806
Shareholder contribution 120 562 230 562 350 0 562 350
Non-controlling interests
Equity as of 31 December 2021 180 1 319 366 -209 776 1 109 770 2 572 1 112 342
Net profit (loss) for the year 2022 0 -82 231 -82 231 2 211 -80 020
Translation differences -473 -473 0 -473
Total comprehensive income 2022 0 -82 704 -82 704 2 211 -80 493
Shareholder contribution 18 60 46 655 0 46 715 0 46 715
Reclassifications and other changes -12 155 -12 155 0 -12 155
Non-controlling interests -32 416 -32 416 -4 783 -37 199
Equity as of 31 December 2022 240 1 366 021 -337 052 1 029 209 0 1 029 209
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 24
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 25
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 26
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 27
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 28
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 29
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 30
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 31
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 32
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 33
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 34
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 35
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 36
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 37
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 38
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 39
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 40
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 41
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 42
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 43
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 44
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 45
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 46
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 47
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 48
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 49
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 50
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 51
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 52
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 53
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 54
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 55
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 56
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE GROUP FINANCIAL STATEMENT 2022 57
Chip Bidco | ANNUAL REPORT 2022
Chip Bidco AS
Company annual accounts
2022
INCOME STATEMENT (NOK thousands)
NOTE 2022 2021
Operating expenses
Other operating expenses 2 4 377 1 892
Total operating expenses 4 377 1 892
Operating result -4 377 -1 892
Financial income and expenses
Income from subsidiaries 185 627 4 543
Interest income from group companies 4 6 843 0
Other interest income 9 069 3
Interest expense to group companies 4 10 242 3 207
Other interest expenses 9 134 894 74 296
Net financial income (loss) 56 404 -72 957
Net profit (loss) before tax 52 026 -74 849
Tax expense 3 11 487 -16 467
Net profit (loss) for the year 40 539 -58 382
Allocation of result for the year
Allocated to other equity 40 539 -58 382
Total allocation 40 539 -58 382
BALANCE SHEET AS OF DECEMBER 31 (NOK thousands)
NOTE 2022 2021
NON-CURRENT ASSETS
Intangible assets
Deferred tax assets 3 5 396 16 883
Total intangible assets 5 396 16 883
Financial assets
Receivables from group companies 4 111 792 75 114
Investments in subsidiaries 5 2 968 461 2 765 462
Total financial assets 3 080 253 2 840 576
NON- CURRENT ASSETS 3 085 649 2 857 459
CURRENT ASSETS
Receivables
Other receivables 38 561
Total receivables 38 561
Cash and cash equivalents 6 405 327
Total current assets 443 888
TOTAL ASSETS 3 086 091 2 858 347
Stavanger, 2 May 2023
Fredrik Gyllenhammar Raaum (dig. sign.) Dagfinn Ringås (dig. sign.)
Chairman CEO
BALANCE SHEET AS OF DECEMBER 31 (NOK thousands)
NOTE 2022 2021
EQUITY
Paid-in capital
Share capital 7, 8 240 180
Share premium reserve 8 1 366 020 1 319 365
Total paid-in capital 1 366 260 1 319 545
Retained earnings
Other equity 8 -21 831 -62 371
Total retained earnings -21 831 -62 371
Total equity 1 344 429 1 257 174
LIABILITIES
Long-term liabilities
Bonds 9 1 482 935 1 470 268
Liabilities to group companies 4 252 181 126 040
Total other long-term liabilities 1 735 116 1 596 308
Current liabilities
Trade creditors 0 1 524
Other current debt 6 548 3 341
Total current liabilities 6 548 4 865
Total liabilities 1 741 664 1 601 173
TOTAL EQUITY AND LIABILITIES 3 086 092 2 858 347
STATEMENT OF CASH FLOWS (NOK thousands)
NOTE 2022 2021
Cash flow from operating activities
Profit (loss) before tax 52 026 -74 849
Change in account payable -1 524 1 197
Changes in other current balance sheet items 16 397 1 090
Net cash flow from operating activities 66 899 -72 562
Cash flow from investing activities
Investment in subsidiary -12 415 -762 478
Change in non-current receivables from group companies -70 978 -4 330
Net cash flow from investment activities -83 393 -766 808
Cash flow from financing activities
Proceeds from new long-term debt 0 596 308
Change in non-current liabilities to group companies 4 157 68 907
Capital contribution 12 415 174 281
Net cash flow from financing activities 16 572 839 496
Total change in cash and cash equivalents 78 126
Cash and cash equivalents beginning of period 327 201
Cash and cash equivalents end of period 405 327
The annual accounts have been prepared in
accordance with the Norwegian Accounting
Act and generally accepted accounting
principles.
Use of estimates
The preparation of accounts in accordance
with the Accounting Act requires the use of
estimates. It also requires Group
management to exercise judgment in
applying the Group's accounting policies. The
areas where significant judgments and
estimates have been made in preparing the
financial statements and their effect are
disclosed in the notes.
Investments in subsidiaries and
associated companies
Subsidiaries and investment in associated
companies are valued by the cost method in
the company accounts. The investment is
valued as cost of acquiring shares in the
subsidiary, providing that write-down is not
required. Write-down to fair value will be
carried out if the reduction in value is caused
by circumstances which may not be regarded
as incidental and deemed necessary by
generally accepted accounting principles.
Write-downs are reversed when the cause of
the initial write-down is no longer present.
Dividends and other distributions are
recognized in the same year as appropriated
in the subsidiary accounts. If dividends
exceed withheld profits after acquisition, the
exceeding amount represents reimbursement
of invested capital, and the distribution will be
subtracted from the value of the acquisition in
the balance sheet.
Long-term liabilities
Interest bearing loans and borrowings are
recognized at amortized cost net of directly
attributable transaction costs.
After initial recognition loans and borrowings
are subsequently measured at amortized cost
using the effective interest rate method (EIR).
Amortized cost is calculated by taking into
account any discount or premium on
acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation
is included as finance costs in the statement
of profit or loss.
Receivables
Trade receivables and other receivables are
recorded in the balance sheet at face value
after deduction of provisions for expected
loss. Provisions for losses are made on the
basis of individual assessments of the
individual receivables. Additionally, for trade
receivables, an unspecified provision is made
to cover expected losses.
NOTES TO THE FINANCIAL STATEMENT 2022
NOTE 1 ACCOUNTING PRINCIPLES
Chip Bidco | ANNUAL REPORT 2022
NOTES TO THE FINANCIAL STATEMENT 2022 63
Tax
The tax charge in the income statement
includes both payable taxes for the period
and changes in deferred tax. Deferred tax is
calculated at 22 % on the basis of the
temporary differences that exist between
accounting and tax values, as well as any
possible taxable loss carried forwards at the
end of the accounting year. Tax enhancing or
tax reducing temporary differences, which are
reversed or may be reversed in the same
period, have been offset and netted. The
disclosure of deferred tax benefits on net tax
reducing differences which have not been
eliminated, and tax losses varied forward
losses, is based on estimated future earnings.
Deferred tax and tax benefits which may be
shown in the balance sheet are presented
net. To what extent group contribution is not
registered in the profit and loss, the tax effect
of group contribution is posted directly against
the investment in the balance.
Cash Flow statement
The cash flow statement has been prepared
according to the indirect method. Cash and
cash equivalents include cash, bank deposits,
and other short-term investments which
immediately and with minimal exchange risk
can be converted into known cash amounts,
with due date less than three months from
purchase date.
NOTES TO THE FINANCIAL STATEMENT 2022 64
Chip Bidco | ANNUAL REPORT 2022
No remuneration has been paid to senior
executives or members of the board in 2022.
No loans/securities has been granted to the
general manager, the Board chairman or
other related parties.
Chip Bidco Group does not have its own
General Manager. However, the General
Manager of Cegal Group is also the acting
General Manager in Chip Bidco Group.
OTP (Statutory occupational pension)
The company does not have employees,
consequently it has not been necessary to
establish a statutory occupational pension
scheme in accordance with the Norwegian
law on required occupational pension ("lov
om obligatorisk tjenestepensjon").
NOTE 2 WAGE COSTS, NUMBER OF EMPLOYEES,
REMUNERATION, LOANS TO EMPLOYEES AND AUDITOR’S
NOTES TO THE FINANCIAL STATEMENT 2022 65
Chip Bidco | ANNUAL REPORT 2022
NOTE 3 TAX
INCOME TAX EXPENSE (NOK thousand)
2022 2021
Total payable tax 0 0
Changes in deffered taxes 11 487 -16 467
Tax expense 11 487 -16 467
SPECIFICATION OF BASE FOR PAYABLE TAXES (NOK thousand)
2022 2021
Net profit (loss) before tax 52 026 -74 849
Permanent differences 186 0
Use of tax loss carried forward -52 212 0
Base for payable tax 0 -74 849
Expensed audit fee
Expenses to the auditor for 2022 (excl.vat.);
Statutory audit fee 1 896 871
Other services 0
Total audit fee 1 896 871
NOTES TO THE FINANCIAL STATEMENT 2022 66
Chip Bidco | ANNUAL REPORT 2022
Summary of temporary differences: 2022 2021
Loss carried forward -24 529 -76 741
Temporary differences -24 529 -76 741
Loss carry forward not recognized 0 0
Basis for deffered tax -24 529 -76 741
Deferred tax/-deferred tax assets -5 396 -16 883
Effective tax rate
2022 2021
Expected income taxes, statutory rate 22 %
11 446 -23 438
Changes in deferred tax asset not recog. and other
41 6 971
Total tax cost 11 487 -16 467
Effective tax rate
22 % 22 %
NOTE 4 INTERCOMPANY BALANCES
Calculated interest cost intra-company loan was NOK 3 207 003 in 2021 and NOK 10 241 520
NOK in 2022. Interest income was NOK 6 843 107 in 2022 (no income in 2021).
RECEIVABLES (NOK thousands)
2022 2021
Group contribution 2 279 4 543
Other receivables 109 513 70 571
Total 111 792 75 114
LIABILITIES (NOK thousands)
2022 2021
Liabilities to group companies 252 181 126 040
Total 252 181 126 040
NOTE 5 INVESTMENT IN SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENT 2022 67
Chip Bidco | ANNUAL REPORT 2022
NOTE 6 BANK DEPOSITS
The company has no restricted cash deposits as of 31.12.2021 and 31.12.2022.
NOTE 7 SHARE CAPITAL AND SHAREHOLDER INFORMATION
SHARE CAPITAL (NOK thousands)
NUMBER OF
SHARES
FACE VALUE
(NOK)
NOMINAL VALUE
(TNOK)
SHARE PREMIUM
(TNOK)
Shares
30 000 8,0 240 1 366 020
Total per 31 December 30 000 8,0 240 1 366 020
Main shareholders per 31.12:
SHARES VOTING RIGHTS
OWNERSHIP
SHARES
Chip Midco AS
30 000 100,00 % 100,00 %
Total 30 000 100,00 % 100,00 %
COMPANY
(NOK thousands)
ACQUISITION
DATE
LOCATION
SHARE
OWNERS
VOTING
RIGHTS
NET
PROFIT
2022
EQUITY
31.12.
BOOK
VALUE
31.12.
Cegal Group AS 20.12.2019 Norway 100 % 100 % -2 199 1 625 503 2 968 461
Interest bearing loans and borrowings -
Bond
The Group, through Chip Bidco AS, has
resolved to issue a series of bonds in the
maximum amount of NOK 1 800 million in
December 2021.
The Company is required to report a
compliance certificate quarterly basis stating
that there has been no material adverse
change to the financial condition since the
date of the last financial reports. The bond
terms hold certain requirements to interest
cover ratio and leverage ratio for distributions
to be allowed and additional bonds to be
issued. The bond was initially listed at
Frankfurt Open Market Stock Exchange
13 December 2019, the Nordic ABM in June
2020 and at Oslo Børs on 21 March 2022.
The bonds may be issued on different issue
dates and the initial bond issue was in the
amount of NOK 900 million and extended by
NOK 600 million in 2021. Additional bonds
may be issued subject to certain conditions.
Maturity
The outstanding bonds will mature in full on
the 13 December 2024 and shall be
redeemed by Chip Bidco AS on the maturity
date at a price equal to 100 per cent. of the
nominal amount. The bonds may be
redeemed at an earlier date subject to certain
conditions as set out in the agreement.
Interest rate
The interest rate for the bonds is NIBOR plus
a margin of 5.5 per cent. pa. Interests are
paid on a quarterly basis. To limit its exposure
to changes in interest rates, the company
entered into an interest swap agreement in
June 2022, covering 50% of its exposure
related to changes in interest rates on the
company’s bond loan.
Pledged as security
The shares in Chip Bidco AS has been
pledged as security for the bonds. In addition,
the bonds hold a negative pledge in all of the
Group’s assets.
NOTE 8 EQUITY
NOTE 9 LONG-TERM LIABILITIES
NOTES TO THE FINANCIAL STATEMENT 2022 68
Chip Bidco | ANNUAL REPORT 2022
(NOK thousands)
SHARE
CAPITAL
SHARE
PREMIUM
RESERVE
RETAINED
EARNINGS
TOTAL CAPITAL
Equity 01.01
180 1 319 365 -62 371 1 257 174
Shareholder's contribution - cash
30
12 385 0 12 415
Shareholder's contribution - in kind
30
34 270 0 34 300
Net profit (loss) for the year
0
0 40 539 40 539
Total 240 1 366 020 -21 831 1 344 429
LONG-TERM LIABILITIES (NOK thousands)
2022 2021
Interest bearing loans and borrowings -1 482 935 -1 470 268
Interest expense 111 180 66 186
Chip Bidco AS
Org. nr. 923 807 888
www.cegal.com
+47 52 04 00 00