Notes to group consolidated financial statements
General
Note 1. General Information
Hermana Holding ASA\u201cthe Company\u201d is a limited liability company incorporated and domiciled in NorwayThe address of its registered office is Karenslyst All\u00e9 6, 0278 OsloThe Company is listed on the Oslo Stock Exchange main list, ticker: HERMA.
Hermana Holding ASA (the \u2018Company\u2019) and its subsidiary (the \u2018Group\u2019 or \u2018Hermana\u2019) is a company with investments in royalties, and with a focus on growth within equity and/or royalty investments in Norway but also internationally.
The Group has a licensing agreement for the Western Isles FPSO and is evaluating other investments. The Group portfolio is primarily built organically, with a pragmatic approach to growth with the objective of generating further shareholder value.
Hermana Holding ASA previously named Project Tripartite 3 AS and Magnora Legacy Holding ASwas incorporated 23 August 2023 as a subsidiary of Magnora ASA and became the parent of the consolidated group through an internal reorganization in Magnora ASA in June 2024 (see Note 2 section Basis of preparation for further information).
The demerger steps, as described below in note 3, were completed during the first half of 2024, and ended with the listing of the Group on the Oslo Stock Exchange on 18 June 2024. Through the steps described in note 3, Magnora ASA transferred its licensing business to the Group through a demerger and contribution in kind.
These consolidated financial statements have been approved for issuance by the Board of Directors on 26 February 2025 and are subject to approval by the Annual General meeting on 29 April 2025.
Note 2. General Accounting Policies and Principles
Basis of Preparation
First-time consolidated financial statements and statement of compliance
These first-time consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations as adopted by the European Union (EU) and valid as of 31 December 2024.
Special purpose carve-out financial statements were prepared for the Hermana business in line with International Financial Reporting Standards as adopted by the European Union (IFRS) for the years ended 31 December 2023, 2022 and 2021.
The formation of the Group was completed on 17 June 2024. Until the formation of the Group, the accounting policies, principles of carve-out, and allocation as described in the carve-out financial statements were applied.
Upon the legal formation of the Hermana Group, Magnora ASA has controlled the net assets transferred within the meaning of IFRS 10, Consolidated Financial Statements. Therefore, first-time consolidated financial statements have been prepared in accordance with IFRS 1, First-Time Adoption of International Financial Reporting Standards, for the reporting period ended 31 December 2024. As consolidated financial statements previously were not prepared for the carved-out Hermana business, no reconciliation for consolidated equity and for consolidated total comprehensive income is required pursuant to IFRS 1.
For Hermana Holding ASA, as the acquirer, the restructuring is not a business combination and, consequently, it is not a reverse acquisition as defined in IFRS 3. The demerger is therefore accounted for
as a \u2018capital restructuring\u2019, with analogy of the guidance in IFRS 3 on reverse acquisition. The transferred interests, assets, and liabilities have therefore been accounted for at their historical carrying amounts recognised in Magnora ASA Group, as if the reorganisation occurred at the beginning of the earliest period presented. In addition, prior-periods comparative information has been presented as if the legal structure of Hermana Holding ASA, after taking into account the legal transfers of the business activities, had already existed in the past. Accordingly, disclosures in the carve-out financial statements published as part of the prospectus dated 17 June 2024 for listing of the shares of Hermana Holding ASA on Oslo B\u00f8rs can be consulted for comparative information. The comparative information in these financial statements prior to the legal formation of the Hermana group on 17 June 2024 is labelled as \u201ccarve-out\u201d and derived from the carve-out financial statements up to and including 31 December 2023, and from Magnora ASA\u2019s internal consolidation system for the period 1 January to 17 June 2024.
Background and formation for the carve-out and consolidated financial statements
See note 3 for background for formation of the group.
Principles used in the consolidated financial statements relating to carve-out comparatives
IFRS 10 requires the parent company, Hermana Holding ASA, to control its subsidiary at the end of the reporting period to prepare consolidated financial statements. Hermana Holding ASA did not obtain such control until June 2024, and IFRS 10 has therefore not been applied for the carve-out comparative figures. IFRS provides no guidance for the preparation of carve-out financial statements. Following IAS 8.12 and industry practice, the predecessor accounting approach has been applied in the carve-out financial statements. The carve-out financial statements of Hermana Holding Group reflect the Magnora ASA licence business included in the IFRS consolidated financial statement of Magnora ASA Group. Hermana Holding Group applies the same accounting policies and measurement principles in preparing the carve-out financial statements as used by the Magnora ASA Group.
Consequently, it is not meaningful to show share capital or an analysis of other reserves for the carved-out entity prior to the legal formation of the Hermana Group. However, within the statement of changes in equity for comparative period, Hermana Holding ASA has presented \u201cContributed capital and retained earnings\u201d which includes an analysis of the net equity impact of transactions with Magnora ASA Group including allocations made in preparing the carve-out financial statements. For further details see note 17.
Earnings per share
Pro-forma earnings per share information have been presented reflecting the number of shares of Hermana Holding ASA at the date of the listing on the Oslo Stock Exchange in 2024. The pro-forma comparable figures have been adjusted to reflect the merger of the shares that took place in November 2024.
Basis for Allocation for the carve-out comparative figures
The carve-out comparative figures has required certain allocations of expenses and related balance sheet items that Magnora ASA Group had previously not charged or allocated to the licensing business as this was directly owned by Magnora ASA and reported as part of the corporate segment. The principles and reasons for these allocations are described below. The historical results of operations, financial position, and cash flows of the Hermana Holding Group may not be indicative of what they would have been had the carve-out Hermana Holding Group been a separate independent stand-alone group. Management believes the principles used in preparing the carve-out comparative figures are reasonable. As a separately listed entity, Hermana Holding ASA will incur additional administrative expenses in the future. The carve-out comparative figures may not be indicative of future performance.
Income
The licensing income from the two licensing agreements have been allocated in accordance with actual revenues recognised from both licensing agreements during the period up until 31 December 2023. After 31 December 2023, only the revenues from the Dana Petroleum agreement have been recognised by the Group. Only the Dana Petroleum agreement was transferred to the Hermana Holding Group through the steps described in note 3 below, as the other licensing agreement with Shell Penguins is owned by Magnora ASA and will soon be completed.
General administrative and overhead costs
Magnora ASA provides management services to the Group through a service level agreement, where the
services provided have been charged per hour based on timesheets from the time-keeping system. Prior to the decision of restructuring the Magnora Group and establishing the legal entity Hermana Holding ASA, there was no separate time code for hours spent on securities investment activities and activities related to license agreements or other oil and gas related topics. The cost allocation for remuneration-related expenses is therefore based on an estimate made by the CEO and CFO for how much time they have spent on licence agreements and securities investments activities.
The investment-related activities include creating a daily portfolio report with updated values for all shares held based on the share prices at the close of the markets the prior day. The investment-related activities also involve daily research activities on various shares to identify undervalued shares to add to the portfolio.
The follow-up activities from the licence business, include keeping in contact with Dana Petroleum to understand the development plans for the current oil field in order to have accurate revenue forecasts, verify production and offloading amounts with the UK Oil & Gas Authority to ensure the revenues received are accurate, following up with Dana when production and/or offloading numbers are reported lower than expected, renegotiate the licensing agreement for the Western Isles to be moved to a new oil field and change of ownership of the vessel, deal with disposal of interests in offshore installations that were entered into by Magnora ASA during its time as an Oil & Gas company, apply for tax exemption certificate and changes to existing ones when needed, follow up old tax cases from old projects or disposed vessels, and close down foreign subsidiaries used for FPSO construction projects.
Other general administrative and overhead costs related to Magnora ASA Group\u2019s corporate office have in the carve-out financial statements been allocated based on this same estimated percentage share. The percentage has been estimated at 30% of the remuneration expenses for the CEO and CFO. Stock exchange listing expenses have also been based on this same estimate. Insurance related costs consists of a professional indemnity insurance held for the licensing business liability exposures which is 100% allocated to Hermana Holding ASA, and a Directors and Officers Liability insurance, which is allocated to Hermana Holding ASA based on the same 30% estimate. Expenses directly related to the Group is procured directly and paid for by the Group.
Cash and cash equivalents
Magnora ASA transferred NOK 25 million to the Group as part of the demerger transaction in 2024 to ensure adequate working capital. There was no cash balance as of 31 December 2023.
Trade and other receivables
Trade and other receivables as of each year end consists of receivable licence payments from Dana Petroleum and Shell Penguins.
Income taxes
Tax expenses in the comparative carve-out figures comprise the tax expenses that would have been charged to the Group based on effective tax rate and the financial results of the Group during the reporting period. As Magnora had significant losses carried forward and deductible costs from the renewable business in Magnora, meaning there are no taxes paid, the allocation of tax expense is posted against equity.
Hermana Holding ASA, as part of the demerger in 2024, received a pro-rata share of losses carried forward based on the relative fair value of the business transferred. As these do not directly derive from the carve-out business, these losses were not allocated in the carve-out financial statements. Magnora ASA had approximately NOK 900 million in deferred taxes as of 31 December 2023, of which NOK 409 million was allocated to Hermana Group after the completion of the demerger in 2024.
Statement of cash flows
The statement of cash flow is prepared according to the indirect method. In the comparative carve-out figures cash and cash equivalents were zero because there existed no legal entities during the reporting periods.
Foreign exchange gain/(loss)
Foreign exchange gain/ (loss) are based on actual figures from the transactions in foreign currency related to the Group.
Material accounting policies
The accounting policies applied to the consolidated financial statements as a whole are described below, while the remaining accounting policies are described in the notes to which they relate. For the comparative carve-out figures the policy is stated above.
Basis of Measurement
The consolidated financial statements have been prepared on a historical cost basis. Historical cost is generally based on fair value of the consideration transferred when acquiring assets and services.
Amounts are rounded to the nearest million, unless otherwise stated. As a result of rounding adjustments, amounts and percentages in certain columns may not round up to the sum of those columns.
Going concern
The consolidated financial statements have been prepared on the going concern basis.
Basis And Principles for Consolidation
The consolidated financial statements comprise the financial statements of the parent company Hermana Holding ASA and its subsidiary Western Isles Holding AS.
Foreign Currency Translation
Functional and Presentation Currency
Amounts are presented in Norwegian Kroner (NOK), which is Hermana Holding ASA\u2019s functional currency, since it is the currency of the primary economic environment in which it operates. The headquarter is in Norway and all costs are in NOK. The revenues have historically been in dollar, but more of the revenues are expected to come from NOK and other currencies in the future. Transactions in currencies other than the entity\u2019s functional currency are recognized by applying the exchange rate at the date of transaction. Monetary items denominated in foreign currencies are translated using the exchange rate at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re- translated.
Principles of Cash Flow Statement
The cash flow statement has been prepared using the indirect method.
Change in Accounting Policies
The IASB has also adopted several minor changes and clarifications in several different standards. It is not expected that any of these changes will have considerable effect for the Group. The Group has not chosen to adopt early any standards, interpretations or amendments that have been issued but are not yet effective.
Future Changes in Standards
The Group is not aware of any future IFRS changes that could affect the consolidated financial statements.
Note 3. Demerger
Hermana Holding ASA (previously named Project Tripartite 3 AS and Magnora Legacy Holding AS) was incorporated 23 August 2023 as a subsidiary of Magnora ASA. Prior to the process of listing the company on the Oslo Stock Exchange, it was converted into a public liability company and renamed Hermana Holding ASA as the holding company of the Hermana Holding group.
The Group\u2019s business activities consist of holding, managing and operating a licence agreement transferred from Magnora ASA, which was established during the period Magnora ASA operated in the oil and gas industry. In addition, the Group will invest available funds from its cash assets and revenues from the licensing business. The investments will be focused on royalties and revenue streams.
The historical background of the Magnora Group\u2019s original business consisted of the design and construction of cylindrical vessels known as floating production, storage and offloading units (FPSOs) and drilling vessels. In 2018, Magnora sold its patents and related technology rights linked to the FPSO business but retained the right to use the technology under two existing agreements for two FPSOs, 1) Western Isles FPSO and 2) Shell Penguins FPSO, one of which was already in operation and another under construction. The amount of royalty payments varies depending on the level of production and offloading of the Western Isles FPSO owned and used by the licence holder.
Magnora carved out the licensing business, transferring the licence agreement with Dana Petroleum into an existing and wholly owned subsidiary, Western Isles Holding AS. The carve-out was implemented by means of a demerger of Magnora, where the licensing business was transferred to a wholly owned subsidiary of Magnora. As part of the demerger, Western Isles Holding AS received demerger receivables of NOK 25 000 000 and USD 8 625 000. Magnora ASA settled the receivables of NOK 25 000 000 before the listing took place.
The purpose of carving out the licence business into another entity was to separate the income related to oil production into a stand-alone business model, making Magnora more attractive for investors whose investment mandates are limited to renewable energy companies.
As a result of the spin-off demerger, the share capital in Magnora was reduced, and the shareholders in Magnora received 70% of the total number of shares in Hermana Holding ASA on completion of the spin- off demerger.
The demerger (reorganization) was carried out with tax continuity for Norwegian tax purposes pursuant to the provisions in Chapter 11 of the Norwegian Taxation Act. The demerger was also carried out with accounting continuity, so that book values of Magnora\u2019s assets and rights and obligations relating to the licence business and transferred to Hermana Holding ASA are continued without any other changes than the transfer of ownership.
The demerger of Hermana Holding ASA from Magnora ASA achieved the following:
(i)\tHermana ceased to be a wholly owned subsidiary of Magnora,
(ii)\tis owned 70% by the current shareholders of Magnora ASA and 30% directly by Magnora ASA,
(iii)\thas become the parent company of the Hermana Group
(iv)\thas become the sole owner of the shares in Western Isles Holding AS, which holds the licence
business including the license agreement with Dana Petroleum (E&P) Limited and NEO Energy.
Group Structure | ||||
Legal Entity | Shareholding | Voting Rights | Country of Incorporation | Description |
Hermana Holding ASA | Norway | Parent Company | ||
Western Isles Holding ASA | 100% | 100% | Norway | Owner and operator of the Licence Business |
Note 4. Key Accounting Estimates and Judgements
In preparing the Group\u2019s consolidated financial statements, management has made assumptions and estimates about future events and applied judgements that affect the reported values of assets, liabilities, revenues, expenses and related disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require material adjustment to the carrying amount of assets or liabilities affected in future periods. The assumptions and estimates are based on historical experience, current trends and other relevant factors available when the consolidated financial statements are prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes beyond the control of the Group. Such changes are reflected in the financial statements when the changes in assumptions occur.
The carve-out financial statements include estimates for cost allocations and taxes as set out in Note 2.
Key sources of estimation uncertainty and areas of significant judgement
Deferred tax asset recognition
Deferred tax assets are recognised for unused tax losses only to the extent it is probable a taxable profit will be available to be offset by the tax credit carry-forward from previous losses. Significant management judgement is required to determine the amount of deferred tax assets to be recognised, based upon the likely timing and level of future taxable profits. The recognised deferred tax asset is most sensitive to expected future taxable profits.
The deferred tax asset recognised is expected to be utilised within the next 5-10 years based on the company\u2019s expected operating income and cost base as of the reporting date. The book value of the deferred tax asset represents a minor part of the total accumulated tax losses of over NOK 409 million
Note 5. Key Risk Factors
Through its business activities, the Group is exposed to various risks. The Group\u2019s overall risk management is designed to leverage the Group\u2019s financial strength, development strategies and expertise to minimise potential adverse effects on its financial performance. Risk management focuses on identifying threats and opportunities, as well as managing the Group\u2019s overall exposure to financial and operational risks. Key risks are summarised below, with detailed descriptions of market and financial risks.
Market Risk
Oil Price
The Group has a licensing agreement for the Western Isles FPSO, and the activity level on the oil field is dependent on the prevailing and expected future oil prices. A significant decline in the oil price can cause the operators of the FPSO to decrease or halt production, which directly impacts the Group\u2019s revenues from the licensing agreement.
Climate Risk
While the Group has no physical assets at risk, future climate policy shifts could impact its revenues from the royalty agreement. The Group seeks to mitigate this risk by diversifying investments across industry segments and regions. Climate change may lead to political decisions related to oil exploration which could have a negative or positive impact on the exploration project the Western Isles is operating at.
Financial Risks
Interest rate risk
With minimal debt at the balance sheet date, the Group has limited exposure to interest rate fluctuations, though future financing may increase sensitivity to interest rate changes.
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the USD as the Group has revenues and a receivable in that currency. Foreign exchange risk arises from future commercial transactions, recognised assets or liabilities, and net investments in foreign operations when such transactions, assets or liabilities are denominated in a currency that is not the entity\u2019s functional currency.
The Group\u2019s exposure to the risk of changes in foreign exchange rates relates primarily to the Group\u2019s revenue. Any annualised increase or decrease in the USD/NOK foreign exchange by 10 percent would have increased or decreased the Group\u2019s 2024 profit before tax by NOK 0.39 million (2023: NOK 1.03 million).
Liquidity risk
The Group manages liquidity risk by maintaining sufficient cash to meet its obligations. Cash flow forecasts are regularly updated to reflect changes in assumptions, such as payment schedules and licence milestones, allowing the Group to anticipate and address potential liquidity challenges.
As of balance sheet date, the Group has no borrowings. Trade receivables and payables are current and due within 30 days, except for the demerger-related receivable from Magnora ASA. Hermana maintains a strong liquidity position relative to its activity level, with a cash balance of NOK 16.6 million.
Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as loans and credit exposures to customers. The Group has one main banking relationship with a financial institution that is currently rated AA-.
The Group\u2019s major customers are oil companies with a strong financial basis, but, as with suppliers and customers in general, there is a risk that unforeseen financial difficulties on the counterparty\u2019s side may arise which could have material adverse effects on the financial condition, the cash flows and/or the prospects of the Group.
Note 6. Financial instruments
Financial assets
The Group\u2019s cash and cash equivalents are measured at fair value. Trade receivables and other financial assets are measured at transaction price.
Financial liabilities
The Group\u2019s financial liabilities are initially measured at fair value and subsequently measured at amortised cost using the effective interest method. Interest incurred on these financial liabilities is recognised as finance expenses in the income statement.
The carrying amount for financial assets and financial liabilities measured at amortised cost is believed to approximate their fair value.
Below is a table that shows the Group\u2019s financial instruments with their carrying amounts recognised on 31 December 2024:
NOK million | 2024 | 2023 | |
Category: | Asset: | ||
Financial assets at amortised cost | Trade and other receivables | 98.0 | - |
Fair value through profit and loss | Cash and cash equivalents | 16.6 | - |
Total financial assets | 114.6 | - |
NOK million | 2024 | 2023 | |
Category: | Liability: | ||
Financial liability at amortised cost | Trade payables | 0.3 | - |
Financial liability at amortised cost | Other current liabilities | 0.6 | - |
Total financial liabilities | 0.9 | - |
Note 7. Operating revenue
The Group only has one reporting segment, as all its activities is related to the licencing business in Western Isles Holding AS. Royalty from the Dana Western Isles FPSO constitutes 100% (2023: 51 percent) of total operating revenue. Revenue from contracts with customers is recognised, at a point in time, when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group receives royalty income in exchange for the licence of intellectual property (design fees). The royalty received is recognised when the sale or usage occurs and the performance obligation related to the royalty payment has been satisfied. The royalty received from the Western Isles agreement is based on production and offloading of oil barrels and the revenue is recognised as the offloading occurs.
Operating revenue in 2024 consisted of revenue from royalty income from the Western Isles FPSO.
NOK million | 2024 | 2023 |
Licence fee | 3.9 | 10.3 |
Total operating revenue | 3.9 | 10.3 |
Revenue by country:
NOK million | 2024 | 2023 |
United Kingdom | 3.9 | 10.3 |
Total operating revenue | 3.9 | 10.3 |
Note 8. Board remuneration
The Group has no employees as of the end of the year and therefore no employee benefit expenses for 2024.
Remuneration of the Board of Directors:
NOK thousand | Function | Member from | Member to | 2024 | 2023 |
Erik Sneve | Chairman of the board | March 2024 | - | - | - |
Torstein Sanness | Board member | March 2024 | - | - | - |
Hilde \u00c5dland | Board member | March 2024 | - | - | - |
Nina Skage | Board member | May 2024 | - | 150.0 | - |
Lars \u00d8rving Eriksen | Board member | May 2024 | - | 150.0 | - |
Total remuneration paid | 300.0 | - |
All board members attended 100 percent of the board meetings held during 2024.
As of 31 December 2024, the Board members and hired-in Senior Management owned or controlled the following shares in the Company:
Function | Shares owned or controlled | |
Erik Sneve | Chairman of the board | 167,692 |
Torstein Sanness | Board member | 89,920 |
Hilde \u00c5dland | Board member | 5,572 |
Nina Skage | Board member | - |
Lars \u00d8rving Eriksen | Board member | - |
Stein Bj\u00f8rnstad | CEO | 14,286 |
B\u00e5rd Olsen | CFO | 23,270 |
Total shares | 300,740 |
Reference is made to the \u2019Hermana Holding Remuneration Report 2024\u2019 for further details of remuneration of the board.
Note 9. Other operating expense
NOK million | 2024 | 2023 |
Legal fees | 3.5 | 1.0 |
Consulting fees | 3.2 | 0.2 |
Management fees | 2.6 | - |
Auditor fees | 1.9 | 0.2 |
Other expenses | 1.6 | 0.5 |
Board remuneration | 0.3 | - |
Office costs | - | 0.2 |
Employee benefit expense | - | 5.1 |
Total other operating expenses | 13.1 | 7.2 |
Expenses related to auditor fees are presented below:
NOK million | 2024 | 2023 |
Statutory audit | 1.5 | - |
Other certification services | 0.4 | - |
Total auditor fees | 1.9 | - |
Note 10. Foreign exchange gains
NOK million | 2024 | 2023 |
Exchange rate gains | 10.2 | 3.1 |
Total foreign exchange gain | 10.2 | 3.1 |
Exchange gains for the year are related to the demerger receivable, which is denominated in USD and amounts to USD 8.6 million.
Note 11. Income taxes
The tax expense for the period comprises current and changes in deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit and loss. Deferred income tax is determined using tax rates (and legislation) that have been enacted or substantially enacted by balance sheet date and are expected to apply when the deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits. The tax base included in the calculation of deferred income tax is calculated in local currency and translated into NOK at foreign exchange rates prevailing at balance sheet date. Deferred income tax asset and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities related to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred income tax assets and liabilities are offset when a legally enforceable right to offset current tax assets against current tax liabilities exists. For 2024 a tax rate of 22% has been used when calculating the deferred tax assets and liabilities (2023: 22%). The Group is not affected by Pillar 2.
Deferred income tax assets are recognised for tax losses carried forward and deductible temporary differences to the extent that the realisation of the tax benefit through future taxable profits is probable.Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits. The recognised deferred tax asset is most sensitive to expected future taxable profits.
At balance sheet date, the recognition criteria in IAS 12 were met. The deferred tax asset recognised is expected to be utilised in the future based upon on the Group\u2019s contract portfolio and cost base as of today. The book value of the deferred tax asset represents a minor part of the total of NOK 409 million losses carried forward. Reference is made to the Deferred tax asset recognition section of note 4 for further information.
For 2024 a tax rate of 22% has been used when calculating the tax income/(expense), (2023: 22%).
Specification of booked deferred tax assets/(liabilities): | ||
NOK million | 2024 | 2023 |
Specification net deferred tax assets /(liabilities): | ||
Deferred tax asset to be reversed after more than 12 months | 90.0 | - |
Deferred tax liability to be reversed after more than 12 months | - | - |
Net deferred tax assets/(liabilities) | 90.0 | - |
Deferred tax assets not recognised in the balance sheet | 82.2 | - |
Net deferred tax /(liabilities) recognised in the balance sheet | 7.8 | - |
Reconciliation of deferred tax assets: | ||
NOK million | 2024 | 2023 |
Transferred in demerger | 6.9 | 0.2 |
Income statement charge relating to deferred tax assets | 0.9 | - |
Book value 31 December | 7.8 | 0.2 |
Reconciliation of nominal tax rate and effective tax rate: | ||
NOK million | 2024 | 2023 |
Profit/(loss) before tax: | 0.9 | 6.2 |
Nominal tax rate | 22% | 22% |
Expected tax expense | -0.2 | -1.4 |
Effect on taxes of: | ||
Permanent differences | - | - |
Change in recognised tax assets | 1.1 | - |
Tax income/(expense) | 0.9 | -1.4 |
Note 12. Investments in subsidiary
In the parent company\u2019s accounts, investments in subsidiaries and associated companies are recorded
under the cost method. Investments are written down to fair value when a reduction in value is expected
to be permanent.
Investment in subsidiaries as of 31 December 2024 (NOK million):
Name of entity | Registered office | Cost price | No. of shares | Equity | Book value | Profit/ (loss) | Share-holder interest |
Western Isles Holding AS | Norway | 92.7 | 100 | 92.7 | 92.7 | -4.5 | 100% |
Hermana did not have any investment in subsidiaries as of 31 December 2023.
Note 13. Cash and cash equivalents
The consolidated statement of cash flow, cash and cash equivalents consists of bank deposits.
Specification of cash and cash equivalents: | ||
NOK million | 2024 | 2023 |
Cash at bank and in hand | 16.6 | - |
Total cash and cash equivalents | 16.6 | - |
Note 14. Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at transaction price according to IFRS 15 and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
The Group recognises an allowance for expected credit losses (ECLs) for all financial assets not held at fair value through profit or loss (e.g., trade receivables). ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The provision for impairment of trade receivables is recognised in the income statement as \u2018other operating
expense\u2019. Hedge accounting has not been applied in 2024 or 2023. The Group\u2019s financial assets at amortised cost include trade receivables and other short-term receivables. Trade receivables that do not contain a significant financing component are measured at the transaction price determined under IFRS 15 Revenue from contracts with customer.
Specification of trade and other receivables: | ||
NOK million | 2024 | 2023 |
Accrued income | 0.1 | - |
Other receivables* | 97.9 | - |
Total trade and other receivables | 98.0 | - |
*Demerger receivable from Magnora ASA, 8,625,000 USD.
Note 15. Share capital
The Group has one class of shares, ordinary shares with equal rights for all shares, classified as equity. The holders of ordinary shares are entitled to receive dividends and entitled to one vote per share at General Meetings. Incremental costs directly attributable to the issue of new shares is shown in equity as a deduction, net of tax, from the proceeds. The Group holds no treasury shares.
The total authorised number of ordinary shares was 13,418,740 (2023: 0) with a par value of NOK 1 (2023: N/A) per share. All issued shares were fully paid at the balance sheet date. All shares were issued as part of the demerger from Magnora ASA in the second quarter of 2024. A share consolidation was performed in the fourth quarter 2024 in accordance with the resolution from an extraordinary general meeting held on 29 October 2024.
NOK million | Number of shares | Share capital | Share premium | Total |
1 January 2024 | 1 | - | - | - |
Demerger | 65,751,825 | 6.7 | - | 6.7 |
Contribution in kind | 28,179,352 | 2.9 | 32.4 | 35.3 |
Share consolidation* | -80,512,438 | - | - | - |
Bonus issue** | 3.9 | - | 3.9 | |
31 December 2024 | 13,418,740 | 13.4 | 32.4 | 45.8 |
NOK million | Number of shares | Share capital | Share premium | Total |
23 August 2023 | 1 | - | - | - |
31 December 2023 | 1 | - | - | - |
* A share consolidation in the ratio of 7:1 was performed on 21 November 2024, reducing the number of outstanding shares from 93,931,178 shares to 13,418,740 shares.
** The Group\u2019s share capital was increased by NOK 3.9 million immediately after completion of the share consolidation by transfer of NOK 3.9 million from the Group\u2019s unrestricted equity to the Group\u2019s share capital.
Shareholders | Number of shares | Percent ownership |
MAGNORA ASA | 4,025,621 | 30.0% |
HAFSLUND VEKST AS | 639,181 | 4.8% |
KING KONG INVEST AS | 381,570 | 2.8% |
GINNY INVEST AS | 352,734 | 2.6% |
F2 FUNDS AS | 326,892 | 2.4% |
ALDEN AS | 316,832 | 2.4% |
F1 FUNDS AS | 258,838 | 1.9% |
PHILIP HOLDING AS | 235,482 | 1.8% |
CARE HOLDING AS | 214,285 | 1.6% |
DNB BANK AS | 210,100 | 1.6% |
JP MORGAN CHASE BANK | 204,961 | 1.5% |
NORDNET LIVSFORSIKRING AS | 196,706 | 1.5% |
ALTEA AS | 164,992 | 1.2% |
MP PENSJON PK | 163,247 | 1.2% |
AARSKOG, PHILIP GEORGE | 142,857 | 1.1% |
MORGAN STANLEY & CO INT. PLC. | 123,384 | 0.9% |
BALLISTA AS | 108,623 | 0.8% |
BAKLIEN, \u00c5SMUND | 108,014 | 0.8% |
BILL INVEST AS | 103,021 | 0.8% |
TORSTEIN SANNESS | 89,920 | 0.7% |
Total 20 largest shareholders | 8,367,260 | 62.4% |
Other shareholder accounts | 5,051,480 | 37.6% |
Total number of shares | 13,418,740 | 100.0% |
Foreign ownership | 933,025 | 7.0% |
Note 16. Current liabilities
Trade Payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Specification of trade payables and other current liabilities: | ||
NOK million | 2024 | 2023 |
Trade payables | 0.3 | - |
Other current liabilities | 0.6 | - |
Total current liabilities | 0.9 | - |
Note 17. Earnings per share
Basic earnings per share were calculated by dividing the profit attributable to equity holders of the Group by the weighted average number of ordinary shares on issue during the year.
2024 | 2023\u00b9 | |
Basic earnings per share (NOK) | 0.13 | 0.36 |
Diluted earnings per share (NOK) | 0.13 | 0.36 |
Weighted avg. no. of ordinary shares outstanding (thousands) | 13,419 | 13,419 |
Weighted diluted avg. no. of ordinary shares outstanding (thousands) | 13,419 | 13,419 |
1) Pro-forma earnings per share reflecting the actual number of shares of Hermana Holding ASA after of the listing on the Oslo Stock Exchange
on 18 June 2024, and subsequently consolidating its shares on 21 November 2024.
Note 18. Related party transactions
From 2024, Hermana Holding ASA has an agreement with Magnora ASA that allows services to be provided by Magnora ASA at agreed hourly rates. The total operating expenses from Magnora ASA in 2024 was NOK 2.6 million (2023: NOK nil).
See note 2 for details regarding cost allocation for the carve-out 2023 comparatives. Intercompany transactions between Hermana Holding Group and Magnora ASA have been included in these carve-out comparative figures and are forgiven at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the statement of cash flows as financing activity and in the balance sheet as parent\u2019s investment. The components of the net transfer to and from Magnora ASA as of 31 December 2023 are as follows:
NOK million | 2024 | 2023* |
Employee benefit expenses | - | 5.1 |
Other operating expenses | - | 2.1 |
Net finance loss/(gain) | - | -3.1 |
Distribution of operating revenue | - | -84.2 |
Management services from Magnora ASA | 2.6 | - |
Net contribution from parent | 2.6 | -80.2 |
Income tax expense | - | 1.4 |
Net decrease in Parent company investment | - | -78.7 |
*There are no related party transactions during 2023, but the management agreement between Magnora ASA and Hermana Holding ASA established in 2024 created related party transactions between the two entities during 2024. The amounts for 2023 are the details regarding cost allocations between Hermana Holding ASA and Magnora ASA in the carve-out financial statements prepared as part of the demerger process.
Note 19. Events after balance sheet date
There have been no significant events after the reporting period that would materially affect the Group\u2019s financial position or operations.
Note 1. General Information
Hermana Holding ASA\u201cthe Company\u201d is a limited liability company incorporated and domiciled in NorwayThe address of its registered office is Karenslyst All\u00e9 6, 0278 OsloThe Company is listed on the Oslo Stock Exchange main list, ticker: HERMA.
Hermana Holding ASA (the \u2018Company\u2019) and its subsidiary (the \u2018Group\u2019 or \u2018Hermana\u2019) is a company with investments in royalties, and with a focus on growth within equity and/or royalty investments in Norway but also internationally.
The Group has a licensing agreement for the Western Isles FPSO and is evaluating other investments. The Group portfolio is primarily built organically, with a pragmatic approach to growth with the objective of generating further shareholder value.
Hermana Holding ASA previously named Project Tripartite 3 AS and Magnora Legacy Holding ASwas incorporated 23 August 2023 as a subsidiary of Magnora ASA and became the parent of the consolidated group through an internal reorganization in Magnora ASA in June 2024 (see Note 2 section Basis of preparation for further information).
The demerger steps, as described below in note 3, were completed during the first half of 2024, and ended with the listing of the Group on the Oslo Stock Exchange on 18 June 2024. Through the steps described in note 3, Magnora ASA transferred its licensing business to the Group through a demerger and contribution in kind.
These consolidated financial statements have been approved for issuance by the Board of Directors on 26 February 2025 and are subject to approval by the Annual General meeting on 29 April 2025.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__7": { "value": "Hermana Holding ASA", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__15": { "value": "Hermana Holding ASA", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__16": { "value": "Hermana Holding ASA", "dimensions": { "concept": "ifrs-full:NameOfUltimateParentOfGroup", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__10": { "value": "limited liability company ", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__9": { "value": "Norway", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__11": { "value": "Norway", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__13": { "value": "Norway", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__12": { "value": "Karenslyst All\u00e9 6, 0278 Oslo", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__14": { "value": "The Group has a licensing agreement for the Western Isles FPSO and is evaluating other investments. The Group portfolio is primarily built organically, with a pragmatic approach to growth with the objective of generating further shareholder value.", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__8": { "value": "previously named Project Tripartite 3 AS and Magnora Legacy Holding AS", "dimensions": { "concept": "ifrs-full:ExplanationOfChangeInNameOfReportingEntityOrOtherMeansOfIdentificationFromEndOfPrecedingReportingPeriod", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__17": { "value": "These consolidated financial statements have been approved for issuance by the Board of Directors on 26 February 2025 and are subject to approval by the Annual General meeting on 29 April 2025.", "dimensions": { "concept": "ifrs-full:DisclosureOfAuthorisationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__18": { "value": "Note 2. General Accounting Policies and Principles
Basis of Preparation
First-time consolidated financial statements and statement of compliance
These first-time consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations as adopted by the European Union (EU) and valid as of 31 December 2024.
Special purpose carve-out financial statements were prepared for the Hermana business in line with International Financial Reporting Standards as adopted by the European Union (IFRS) for the years ended 31 December 2023, 2022 and 2021.
The formation of the Group was completed on 17 June 2024. Until the formation of the Group, the accounting policies, principles of carve-out, and allocation as described in the carve-out financial statements were applied.
Upon the legal formation of the Hermana Group, Magnora ASA has controlled the net assets transferred within the meaning of IFRS 10, Consolidated Financial Statements. Therefore, first-time consolidated financial statements have been prepared in accordance with IFRS 1, First-Time Adoption of International Financial Reporting Standards, for the reporting period ended 31 December 2024. As consolidated financial statements previously were not prepared for the carved-out Hermana business, no reconciliation for consolidated equity and for consolidated total comprehensive income is required pursuant to IFRS 1.
For Hermana Holding ASA, as the acquirer, the restructuring is not a business combination and, consequently, it is not a reverse acquisition as defined in IFRS 3. The demerger is therefore accounted for
as a \u2018capital restructuring\u2019, with analogy of the guidance in IFRS 3 on reverse acquisition. The transferred interests, assets, and liabilities have therefore been accounted for at their historical carrying amounts recognised in Magnora ASA Group, as if the reorganisation occurred at the beginning of the earliest period presented. In addition, prior-periods comparative information has been presented as if the legal structure of Hermana Holding ASA, after taking into account the legal transfers of the business activities, had already existed in the past. Accordingly, disclosures in the carve-out financial statements published as part of the prospectus dated 17 June 2024 for listing of the shares of Hermana Holding ASA on Oslo B\u00f8rs can be consulted for comparative information. The comparative information in these financial statements prior to the legal formation of the Hermana group on 17 June 2024 is labelled as \u201ccarve-out\u201d and derived from the carve-out financial statements up to and including 31 December 2023, and from Magnora ASA\u2019s internal consolidation system for the period 1 January to 17 June 2024.
Background and formation for the carve-out and consolidated financial statements
See note 3 for background for formation of the group.
Principles used in the consolidated financial statements relating to carve-out comparatives
IFRS 10 requires the parent company, Hermana Holding ASA, to control its subsidiary at the end of the reporting period to prepare consolidated financial statements. Hermana Holding ASA did not obtain such control until June 2024, and IFRS 10 has therefore not been applied for the carve-out comparative figures. IFRS provides no guidance for the preparation of carve-out financial statements. Following IAS 8.12 and industry practice, the predecessor accounting approach has been applied in the carve-out financial statements. The carve-out financial statements of Hermana Holding Group reflect the Magnora ASA licence business included in the IFRS consolidated financial statement of Magnora ASA Group. Hermana Holding Group applies the same accounting policies and measurement principles in preparing the carve-out financial statements as used by the Magnora ASA Group.
Consequently, it is not meaningful to show share capital or an analysis of other reserves for the carved-out entity prior to the legal formation of the Hermana Group. However, within the statement of changes in equity for comparative period, Hermana Holding ASA has presented \u201cContributed capital and retained earnings\u201d which includes an analysis of the net equity impact of transactions with Magnora ASA Group including allocations made in preparing the carve-out financial statements. For further details see note 17.
Earnings per share
Pro-forma earnings per share information have been presented reflecting the number of shares of Hermana Holding ASA at the date of the listing on the Oslo Stock Exchange in 2024. The pro-forma comparable figures have been adjusted to reflect the merger of the shares that took place in November 2024.
Basis for Allocation for the carve-out comparative figures
The carve-out comparative figures has required certain allocations of expenses and related balance sheet items that Magnora ASA Group had previously not charged or allocated to the licensing business as this was directly owned by Magnora ASA and reported as part of the corporate segment. The principles and reasons for these allocations are described below. The historical results of operations, financial position, and cash flows of the Hermana Holding Group may not be indicative of what they would have been had the carve-out Hermana Holding Group been a separate independent stand-alone group. Management believes the principles used in preparing the carve-out comparative figures are reasonable. As a separately listed entity, Hermana Holding ASA will incur additional administrative expenses in the future. The carve-out comparative figures may not be indicative of future performance.
Income
The licensing income from the two licensing agreements have been allocated in accordance with actual revenues recognised from both licensing agreements during the period up until 31 December 2023. After 31 December 2023, only the revenues from the Dana Petroleum agreement have been recognised by the Group. Only the Dana Petroleum agreement was transferred to the Hermana Holding Group through the steps described in note 3 below, as the other licensing agreement with Shell Penguins is owned by Magnora ASA and will soon be completed.
General administrative and overhead costs
Magnora ASA provides management services to the Group through a service level agreement, where the
services provided have been charged per hour based on timesheets from the time-keeping system. Prior to the decision of restructuring the Magnora Group and establishing the legal entity Hermana Holding ASA, there was no separate time code for hours spent on securities investment activities and activities related to license agreements or other oil and gas related topics. The cost allocation for remuneration-related expenses is therefore based on an estimate made by the CEO and CFO for how much time they have spent on licence agreements and securities investments activities.
The investment-related activities include creating a daily portfolio report with updated values for all shares held based on the share prices at the close of the markets the prior day. The investment-related activities also involve daily research activities on various shares to identify undervalued shares to add to the portfolio.
The follow-up activities from the licence business, include keeping in contact with Dana Petroleum to understand the development plans for the current oil field in order to have accurate revenue forecasts, verify production and offloading amounts with the UK Oil & Gas Authority to ensure the revenues received are accurate, following up with Dana when production and/or offloading numbers are reported lower than expected, renegotiate the licensing agreement for the Western Isles to be moved to a new oil field and change of ownership of the vessel, deal with disposal of interests in offshore installations that were entered into by Magnora ASA during its time as an Oil & Gas company, apply for tax exemption certificate and changes to existing ones when needed, follow up old tax cases from old projects or disposed vessels, and close down foreign subsidiaries used for FPSO construction projects.
Other general administrative and overhead costs related to Magnora ASA Group\u2019s corporate office have in the carve-out financial statements been allocated based on this same estimated percentage share. The percentage has been estimated at 30% of the remuneration expenses for the CEO and CFO. Stock exchange listing expenses have also been based on this same estimate. Insurance related costs consists of a professional indemnity insurance held for the licensing business liability exposures which is 100% allocated to Hermana Holding ASA, and a Directors and Officers Liability insurance, which is allocated to Hermana Holding ASA based on the same 30% estimate. Expenses directly related to the Group is procured directly and paid for by the Group.
Cash and cash equivalents
Magnora ASA transferred NOK 25 million to the Group as part of the demerger transaction in 2024 to ensure adequate working capital. There was no cash balance as of 31 December 2023.
Trade and other receivables
Trade and other receivables as of each year end consists of receivable licence payments from Dana Petroleum and Shell Penguins.
Income taxes
Tax expenses in the comparative carve-out figures comprise the tax expenses that would have been charged to the Group based on effective tax rate and the financial results of the Group during the reporting period. As Magnora had significant losses carried forward and deductible costs from the renewable business in Magnora, meaning there are no taxes paid, the allocation of tax expense is posted against equity.
Hermana Holding ASA, as part of the demerger in 2024, received a pro-rata share of losses carried forward based on the relative fair value of the business transferred. As these do not directly derive from the carve-out business, these losses were not allocated in the carve-out financial statements. Magnora ASA had approximately NOK 900 million in deferred taxes as of 31 December 2023, of which NOK 409 million was allocated to Hermana Group after the completion of the demerger in 2024.
Statement of cash flows
The statement of cash flow is prepared according to the indirect method. In the comparative carve-out figures cash and cash equivalents were zero because there existed no legal entities during the reporting periods.
Foreign exchange gain/(loss)
Foreign exchange gain/ (loss) are based on actual figures from the transactions in foreign currency related to the Group.
Material accounting policies
The accounting policies applied to the consolidated financial statements as a whole are described below, while the remaining accounting policies are described in the notes to which they relate. For the comparative carve-out figures the policy is stated above.
Basis of Measurement
The consolidated financial statements have been prepared on a historical cost basis. Historical cost is generally based on fair value of the consideration transferred when acquiring assets and services.
Amounts are rounded to the nearest million, unless otherwise stated. As a result of rounding adjustments, amounts and percentages in certain columns may not round up to the sum of those columns.
Going concern
The consolidated financial statements have been prepared on the going concern basis.
Basis And Principles for Consolidation
The consolidated financial statements comprise the financial statements of the parent company Hermana Holding ASA and its subsidiary Western Isles Holding AS.
Foreign Currency Translation
Functional and Presentation Currency
Amounts are presented in Norwegian Kroner (NOK), which is Hermana Holding ASA\u2019s functional currency, since it is the currency of the primary economic environment in which it operates. The headquarter is in Norway and all costs are in NOK. The revenues have historically been in dollar, but more of the revenues are expected to come from NOK and other currencies in the future. Transactions in currencies other than the entity\u2019s functional currency are recognized by applying the exchange rate at the date of transaction. Monetary items denominated in foreign currencies are translated using the exchange rate at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re- translated.
Principles of Cash Flow Statement
The cash flow statement has been prepared using the indirect method.
Change in Accounting Policies
The IASB has also adopted several minor changes and clarifications in several different standards. It is not expected that any of these changes will have considerable effect for the Group. The Group has not chosen to adopt early any standards, interpretations or amendments that have been issued but are not yet effective.
Future Changes in Standards
The Group is not aware of any future IFRS changes that could affect the consolidated financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__19": { "value": "Note 2. General Accounting Policies and Principles
Basis of Preparation
First-time consolidated financial statements and statement of compliance
These first-time consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations as adopted by the European Union (EU) and valid as of 31 December 2024.
Special purpose carve-out financial statements were prepared for the Hermana business in line with International Financial Reporting Standards as adopted by the European Union (IFRS) for the years ended 31 December 2023, 2022 and 2021.
The formation of the Group was completed on 17 June 2024. Until the formation of the Group, the accounting policies, principles of carve-out, and allocation as described in the carve-out financial statements were applied.
Upon the legal formation of the Hermana Group, Magnora ASA has controlled the net assets transferred within the meaning of IFRS 10, Consolidated Financial Statements. Therefore, first-time consolidated financial statements have been prepared in accordance with IFRS 1, First-Time Adoption of International Financial Reporting Standards, for the reporting period ended 31 December 2024. As consolidated financial statements previously were not prepared for the carved-out Hermana business, no reconciliation for consolidated equity and for consolidated total comprehensive income is required pursuant to IFRS 1.
For Hermana Holding ASA, as the acquirer, the restructuring is not a business combination and, consequently, it is not a reverse acquisition as defined in IFRS 3. The demerger is therefore accounted for
as a \u2018capital restructuring\u2019, with analogy of the guidance in IFRS 3 on reverse acquisition. The transferred interests, assets, and liabilities have therefore been accounted for at their historical carrying amounts recognised in Magnora ASA Group, as if the reorganisation occurred at the beginning of the earliest period presented. In addition, prior-periods comparative information has been presented as if the legal structure of Hermana Holding ASA, after taking into account the legal transfers of the business activities, had already existed in the past. Accordingly, disclosures in the carve-out financial statements published as part of the prospectus dated 17 June 2024 for listing of the shares of Hermana Holding ASA on Oslo B\u00f8rs can be consulted for comparative information. The comparative information in these financial statements prior to the legal formation of the Hermana group on 17 June 2024 is labelled as \u201ccarve-out\u201d and derived from the carve-out financial statements up to and including 31 December 2023, and from Magnora ASA\u2019s internal consolidation system for the period 1 January to 17 June 2024.
Background and formation for the carve-out and consolidated financial statements
See note 3 for background for formation of the group.
Principles used in the consolidated financial statements relating to carve-out comparatives
IFRS 10 requires the parent company, Hermana Holding ASA, to control its subsidiary at the end of the reporting period to prepare consolidated financial statements. Hermana Holding ASA did not obtain such control until June 2024, and IFRS 10 has therefore not been applied for the carve-out comparative figures. IFRS provides no guidance for the preparation of carve-out financial statements. Following IAS 8.12 and industry practice, the predecessor accounting approach has been applied in the carve-out financial statements. The carve-out financial statements of Hermana Holding Group reflect the Magnora ASA licence business included in the IFRS consolidated financial statement of Magnora ASA Group. Hermana Holding Group applies the same accounting policies and measurement principles in preparing the carve-out financial statements as used by the Magnora ASA Group.
Consequently, it is not meaningful to show share capital or an analysis of other reserves for the carved-out entity prior to the legal formation of the Hermana Group. However, within the statement of changes in equity for comparative period, Hermana Holding ASA has presented \u201cContributed capital and retained earnings\u201d which includes an analysis of the net equity impact of transactions with Magnora ASA Group including allocations made in preparing the carve-out financial statements. For further details see note 17.
Earnings per share
Pro-forma earnings per share information have been presented reflecting the number of shares of Hermana Holding ASA at the date of the listing on the Oslo Stock Exchange in 2024. The pro-forma comparable figures have been adjusted to reflect the merger of the shares that took place in November 2024.
Basis for Allocation for the carve-out comparative figures
The carve-out comparative figures has required certain allocations of expenses and related balance sheet items that Magnora ASA Group had previously not charged or allocated to the licensing business as this was directly owned by Magnora ASA and reported as part of the corporate segment. The principles and reasons for these allocations are described below. The historical results of operations, financial position, and cash flows of the Hermana Holding Group may not be indicative of what they would have been had the carve-out Hermana Holding Group been a separate independent stand-alone group. Management believes the principles used in preparing the carve-out comparative figures are reasonable. As a separately listed entity, Hermana Holding ASA will incur additional administrative expenses in the future. The carve-out comparative figures may not be indicative of future performance.
Income
The licensing income from the two licensing agreements have been allocated in accordance with actual revenues recognised from both licensing agreements during the period up until 31 December 2023. After 31 December 2023, only the revenues from the Dana Petroleum agreement have been recognised by the Group. Only the Dana Petroleum agreement was transferred to the Hermana Holding Group through the steps described in note 3 below, as the other licensing agreement with Shell Penguins is owned by Magnora ASA and will soon be completed.
General administrative and overhead costs
Magnora ASA provides management services to the Group through a service level agreement, where the
services provided have been charged per hour based on timesheets from the time-keeping system. Prior to the decision of restructuring the Magnora Group and establishing the legal entity Hermana Holding ASA, there was no separate time code for hours spent on securities investment activities and activities related to license agreements or other oil and gas related topics. The cost allocation for remuneration-related expenses is therefore based on an estimate made by the CEO and CFO for how much time they have spent on licence agreements and securities investments activities.
The investment-related activities include creating a daily portfolio report with updated values for all shares held based on the share prices at the close of the markets the prior day. The investment-related activities also involve daily research activities on various shares to identify undervalued shares to add to the portfolio.
The follow-up activities from the licence business, include keeping in contact with Dana Petroleum to understand the development plans for the current oil field in order to have accurate revenue forecasts, verify production and offloading amounts with the UK Oil & Gas Authority to ensure the revenues received are accurate, following up with Dana when production and/or offloading numbers are reported lower than expected, renegotiate the licensing agreement for the Western Isles to be moved to a new oil field and change of ownership of the vessel, deal with disposal of interests in offshore installations that were entered into by Magnora ASA during its time as an Oil & Gas company, apply for tax exemption certificate and changes to existing ones when needed, follow up old tax cases from old projects or disposed vessels, and close down foreign subsidiaries used for FPSO construction projects.
Other general administrative and overhead costs related to Magnora ASA Group\u2019s corporate office have in the carve-out financial statements been allocated based on this same estimated percentage share. The percentage has been estimated at 30% of the remuneration expenses for the CEO and CFO. Stock exchange listing expenses have also been based on this same estimate. Insurance related costs consists of a professional indemnity insurance held for the licensing business liability exposures which is 100% allocated to Hermana Holding ASA, and a Directors and Officers Liability insurance, which is allocated to Hermana Holding ASA based on the same 30% estimate. Expenses directly related to the Group is procured directly and paid for by the Group.
Cash and cash equivalents
Magnora ASA transferred NOK 25 million to the Group as part of the demerger transaction in 2024 to ensure adequate working capital. There was no cash balance as of 31 December 2023.
Trade and other receivables
Trade and other receivables as of each year end consists of receivable licence payments from Dana Petroleum and Shell Penguins.
Income taxes
Tax expenses in the comparative carve-out figures comprise the tax expenses that would have been charged to the Group based on effective tax rate and the financial results of the Group during the reporting period. As Magnora had significant losses carried forward and deductible costs from the renewable business in Magnora, meaning there are no taxes paid, the allocation of tax expense is posted against equity.
Hermana Holding ASA, as part of the demerger in 2024, received a pro-rata share of losses carried forward based on the relative fair value of the business transferred. As these do not directly derive from the carve-out business, these losses were not allocated in the carve-out financial statements. Magnora ASA had approximately NOK 900 million in deferred taxes as of 31 December 2023, of which NOK 409 million was allocated to Hermana Group after the completion of the demerger in 2024.
Statement of cash flows
The statement of cash flow is prepared according to the indirect method. In the comparative carve-out figures cash and cash equivalents were zero because there existed no legal entities during the reporting periods.
Foreign exchange gain/(loss)
Foreign exchange gain/ (loss) are based on actual figures from the transactions in foreign currency related to the Group.
Material accounting policies
The accounting policies applied to the consolidated financial statements as a whole are described below, while the remaining accounting policies are described in the notes to which they relate. For the comparative carve-out figures the policy is stated above.
Basis of Measurement
The consolidated financial statements have been prepared on a historical cost basis. Historical cost is generally based on fair value of the consideration transferred when acquiring assets and services.
Amounts are rounded to the nearest million, unless otherwise stated. As a result of rounding adjustments, amounts and percentages in certain columns may not round up to the sum of those columns.
Going concern
The consolidated financial statements have been prepared on the going concern basis.
Basis And Principles for Consolidation
The consolidated financial statements comprise the financial statements of the parent company Hermana Holding ASA and its subsidiary Western Isles Holding AS.
Foreign Currency Translation
Functional and Presentation Currency
Amounts are presented in Norwegian Kroner (NOK), which is Hermana Holding ASA\u2019s functional currency, since it is the currency of the primary economic environment in which it operates. The headquarter is in Norway and all costs are in NOK. The revenues have historically been in dollar, but more of the revenues are expected to come from NOK and other currencies in the future. Transactions in currencies other than the entity\u2019s functional currency are recognized by applying the exchange rate at the date of transaction. Monetary items denominated in foreign currencies are translated using the exchange rate at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re- translated.
Principles of Cash Flow Statement
The cash flow statement has been prepared using the indirect method.
Change in Accounting Policies
The IASB has also adopted several minor changes and clarifications in several different standards. It is not expected that any of these changes will have considerable effect for the Group. The Group has not chosen to adopt early any standards, interpretations or amendments that have been issued but are not yet effective.
Future Changes in Standards
The Group is not aware of any future IFRS changes that could affect the consolidated financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__20": { "value": "Basis of Preparation
First-time consolidated financial statements and statement of compliance
These first-time consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations as adopted by the European Union (EU) and valid as of 31 December 2024.
Special purpose carve-out financial statements were prepared for the Hermana business in line with International Financial Reporting Standards as adopted by the European Union (IFRS) for the years ended 31 December 2023, 2022 and 2021.
The formation of the Group was completed on 17 June 2024. Until the formation of the Group, the accounting policies, principles of carve-out, and allocation as described in the carve-out financial statements were applied.
Upon the legal formation of the Hermana Group, Magnora ASA has controlled the net assets transferred within the meaning of IFRS 10, Consolidated Financial Statements. Therefore, first-time consolidated financial statements have been prepared in accordance with IFRS 1, First-Time Adoption of International Financial Reporting Standards, for the reporting period ended 31 December 2024. As consolidated financial statements previously were not prepared for the carved-out Hermana business, no reconciliation for consolidated equity and for consolidated total comprehensive income is required pursuant to IFRS 1.
For Hermana Holding ASA, as the acquirer, the restructuring is not a business combination and, consequently, it is not a reverse acquisition as defined in IFRS 3. The demerger is therefore accounted for
as a \u2018capital restructuring\u2019, with analogy of the guidance in IFRS 3 on reverse acquisition. The transferred interests, assets, and liabilities have therefore been accounted for at their historical carrying amounts recognised in Magnora ASA Group, as if the reorganisation occurred at the beginning of the earliest period presented. In addition, prior-periods comparative information has been presented as if the legal structure of Hermana Holding ASA, after taking into account the legal transfers of the business activities, had already existed in the past. Accordingly, disclosures in the carve-out financial statements published as part of the prospectus dated 17 June 2024 for listing of the shares of Hermana Holding ASA on Oslo B\u00f8rs can be consulted for comparative information. The comparative information in these financial statements prior to the legal formation of the Hermana group on 17 June 2024 is labelled as \u201ccarve-out\u201d and derived from the carve-out financial statements up to and including 31 December 2023, and from Magnora ASA\u2019s internal consolidation system for the period 1 January to 17 June 2024.
Background and formation for the carve-out and consolidated financial statements
See note 3 for background for formation of the group.
Principles used in the consolidated financial statements relating to carve-out comparatives
IFRS 10 requires the parent company, Hermana Holding ASA, to control its subsidiary at the end of the reporting period to prepare consolidated financial statements. Hermana Holding ASA did not obtain such control until June 2024, and IFRS 10 has therefore not been applied for the carve-out comparative figures. IFRS provides no guidance for the preparation of carve-out financial statements. Following IAS 8.12 and industry practice, the predecessor accounting approach has been applied in the carve-out financial statements. The carve-out financial statements of Hermana Holding Group reflect the Magnora ASA licence business included in the IFRS consolidated financial statement of Magnora ASA Group. Hermana Holding Group applies the same accounting policies and measurement principles in preparing the carve-out financial statements as used by the Magnora ASA Group.
Consequently, it is not meaningful to show share capital or an analysis of other reserves for the carved-out entity prior to the legal formation of the Hermana Group. However, within the statement of changes in equity for comparative period, Hermana Holding ASA has presented \u201cContributed capital and retained earnings\u201d which includes an analysis of the net equity impact of transactions with Magnora ASA Group including allocations made in preparing the carve-out financial statements. For further details see note 17.
Earnings per share
Pro-forma earnings per share information have been presented reflecting the number of shares of Hermana Holding ASA at the date of the listing on the Oslo Stock Exchange in 2024. The pro-forma comparable figures have been adjusted to reflect the merger of the shares that took place in November 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__21": { "value": "Special purpose carve-out financial statements were prepared for the Hermana business in line with International Financial Reporting Standards as adopted by the European Union (IFRS) for the years ended 31 December 2023, 2022 and 2021. ", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__23": { "value": "For Hermana Holding ASA, as the acquirer, the restructuring is not a business combination and, consequently, it is not a reverse acquisition as defined in IFRS 3. The demerger is therefore accounted for
as a \u2018capital restructuring\u2019, with analogy of the guidance in IFRS 3 on reverse acquisition. The transferred interests, assets, and liabilities have therefore been accounted for at their historical carrying amounts recognised in Magnora ASA Group, as if the reorganisation occurred at the beginning of the earliest period presented. In addition, prior-periods comparative information has been presented as if the legal structure of Hermana Holding ASA, after taking into account the legal transfers of the business activities, had already existed in the past. Accordingly, disclosures in the carve-out financial statements published as part of the prospectus dated 17 June 2024 for listing of the shares of Hermana Holding ASA on Oslo B\u00f8rs can be consulted for comparative information. The comparative information in these financial statements prior to the legal formation of the Hermana group on 17 June 2024 is labelled as \u201ccarve-out\u201d and derived from the carve-out financial statements up to and including 31 December 2023, and from Magnora ASA\u2019s internal consolidation system for the period 1 January to 17 June 2024.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTransactionsWithRelatedPartiesExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__22": { "value": "Earnings per share
Pro-forma earnings per share information have been presented reflecting the number of shares of Hermana Holding ASA at the date of the listing on the Oslo Stock Exchange in 2024. The pro-forma comparable figures have been adjusted to reflect the merger of the shares that took place in November 2024.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__24": { "value": "Basis for Allocation for the carve-out comparative figures The carve-out comparative figures has required certain allocations of expenses and related balance sheet items that Magnora ASA Group had previously not charged or allocated to the licensing business as this was directly owned by Magnora ASA and reported as part of the corporate segment. The principles and reasons for these allocations are described below. The historical results of operations, financial position, and cash flows of the Hermana Holding Group may not be indicative of what they would have been had the carve-out Hermana Holding Group been a separate independent stand-alone group. Management believes the principles used in preparing the carve-out comparative figures are reasonable. As a separately listed entity, Hermana Holding ASA will incur additional administrative expenses in the future. The carve-out comparative figures may not be indicative of future performance.", "dimensions": { "concept": "ifrs-full:DescriptionOfReasonWhyFinancialStatementsAreNotEntirelyComparable", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__25": { "value": "Income
The licensing income from the two licensing agreements have been allocated in accordance with actual revenues recognised from both licensing agreements during the period up until 31 December 2023. After 31 December 2023, only the revenues from the Dana Petroleum agreement have been recognised by the Group. Only the Dana Petroleum agreement was transferred to the Hermana Holding Group through the steps described in note 3 below, as the other licensing agreement with Shell Penguins is owned by Magnora ASA and will soon be completed.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__29": { "value": "General administrative and overhead costs
Magnora ASA provides management services to the Group through a service level agreement, where the
services provided have been charged per hour based on timesheets from the time-keeping system. Prior to the decision of restructuring the Magnora Group and establishing the legal entity Hermana Holding ASA, there was no separate time code for hours spent on securities investment activities and activities related to license agreements or other oil and gas related topics. The cost allocation for remuneration-related expenses is therefore based on an estimate made by the CEO and CFO for how much time they have spent on licence agreements and securities investments activities.
The investment-related activities include creating a daily portfolio report with updated values for all shares held based on the share prices at the close of the markets the prior day. The investment-related activities also involve daily research activities on various shares to identify undervalued shares to add to the portfolio.
The follow-up activities from the licence business, include keeping in contact with Dana Petroleum to understand the development plans for the current oil field in order to have accurate revenue forecasts, verify production and offloading amounts with the UK Oil & Gas Authority to ensure the revenues received are accurate, following up with Dana when production and/or offloading numbers are reported lower than expected, renegotiate the licensing agreement for the Western Isles to be moved to a new oil field and change of ownership of the vessel, deal with disposal of interests in offshore installations that were entered into by Magnora ASA during its time as an Oil & Gas company, apply for tax exemption certificate and changes to existing ones when needed, follow up old tax cases from old projects or disposed vessels, and close down foreign subsidiaries used for FPSO construction projects.
Other general administrative and overhead costs related to Magnora ASA Group\u2019s corporate office have in the carve-out financial statements been allocated based on this same estimated percentage share. The percentage has been estimated at 30% of the remuneration expenses for the CEO and CFO. Stock exchange listing expenses have also been based on this same estimate. Insurance related costs consists of a professional indemnity insurance held for the licensing business liability exposures which is 100% allocated to Hermana Holding ASA, and a Directors and Officers Liability insurance, which is allocated to Hermana Holding ASA based on the same 30% estimate. Expenses directly related to the Group is procured directly and paid for by the Group.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__26": { "value": "Trade and other receivables
Trade and other receivables as of each year end consists of receivable licence payments from Dana Petroleum and Shell Penguins.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__27": { "value": "Income taxes
Tax expenses in the comparative carve-out figures comprise the tax expenses that would have been charged to the Group based on effective tax rate and the financial results of the Group during the reporting period. As Magnora had significant losses carried forward and deductible costs from the renewable business in Magnora, meaning there are no taxes paid, the allocation of tax expense is posted against equity.
Hermana Holding ASA, as part of the demerger in 2024, received a pro-rata share of losses carried forward based on the relative fair value of the business transferred. As these do not directly derive from the carve-out business, these losses were not allocated in the carve-out financial statements. Magnora ASA had approximately NOK 900 million in deferred taxes as of 31 December 2023, of which NOK 409 million was allocated to Hermana Group after the completion of the demerger in 2024.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__28": { "value": "Statement of cash flows
The statement of cash flow is prepared according to the indirect method. In the comparative carve-out figures cash and cash equivalents were zero because there existed no legal entities during the reporting periods.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForCashFlowsExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__30": { "value": "Basis And Principles for Consolidation
The consolidated financial statements comprise the financial statements of the parent company Hermana Holding ASA and its subsidiary Western Isles Holding AS.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__31": { "value": "Basis And Principles for Consolidation
The consolidated financial statements comprise the financial statements of the parent company Hermana Holding ASA and its subsidiary Western Isles Holding AS.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__32": { "value": "Foreign Currency Translation
Functional and Presentation Currency
Amounts are presented in Norwegian Kroner (NOK), which is Hermana Holding ASA\u2019s functional currency, since it is the currency of the primary economic environment in which it operates. The headquarter is in Norway and all costs are in NOK. The revenues have historically been in dollar, but more of the revenues are expected to come from NOK and other currencies in the future. Transactions in currencies other than the entity\u2019s functional currency are recognized by applying the exchange rate at the date of transaction. Monetary items denominated in foreign currencies are translated using the exchange rate at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re- translated.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__33": { "value": "Foreign Currency Translation
Functional and Presentation Currency
Amounts are presented in Norwegian Kroner (NOK), which is Hermana Holding ASA\u2019s functional currency, since it is the currency of the primary economic environment in which it operates. The headquarter is in Norway and all costs are in NOK. The revenues have historically been in dollar, but more of the revenues are expected to come from NOK and other currencies in the future. Transactions in currencies other than the entity\u2019s functional currency are recognized by applying the exchange rate at the date of transaction. Monetary items denominated in foreign currencies are translated using the exchange rate at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re- translated.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__34": { "value": "Principles of Cash Flow Statement
The cash flow statement has been prepared using the indirect method.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashFlowStatementExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__35": { "value": "Change in Accounting Policies
The IASB has also adopted several minor changes and clarifications in several different standards. It is not expected that any of these changes will have considerable effect for the Group. The Group has not chosen to adopt early any standards, interpretations or amendments that have been issued but are not yet effective.
", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__36": { "value": "Note 3. Demerger
Hermana Holding ASA (previously named Project Tripartite 3 AS and Magnora Legacy Holding AS) was incorporated 23 August 2023 as a subsidiary of Magnora ASA. Prior to the process of listing the company on the Oslo Stock Exchange, it was converted into a public liability company and renamed Hermana Holding ASA as the holding company of the Hermana Holding group.
The Group\u2019s business activities consist of holding, managing and operating a licence agreement transferred from Magnora ASA, which was established during the period Magnora ASA operated in the oil and gas industry. In addition, the Group will invest available funds from its cash assets and revenues from the licensing business. The investments will be focused on royalties and revenue streams.
The historical background of the Magnora Group\u2019s original business consisted of the design and construction of cylindrical vessels known as floating production, storage and offloading units (FPSOs) and drilling vessels. In 2018, Magnora sold its patents and related technology rights linked to the FPSO business but retained the right to use the technology under two existing agreements for two FPSOs, 1) Western Isles FPSO and 2) Shell Penguins FPSO, one of which was already in operation and another under construction. The amount of royalty payments varies depending on the level of production and offloading of the Western Isles FPSO owned and used by the licence holder.
Magnora carved out the licensing business, transferring the licence agreement with Dana Petroleum into an existing and wholly owned subsidiary, Western Isles Holding AS. The carve-out was implemented by means of a demerger of Magnora, where the licensing business was transferred to a wholly owned subsidiary of Magnora. As part of the demerger, Western Isles Holding AS received demerger receivables of NOK 25 000 000 and USD 8 625 000. Magnora ASA settled the receivables of NOK 25 000 000 before the listing took place.
The purpose of carving out the licence business into another entity was to separate the income related to oil production into a stand-alone business model, making Magnora more attractive for investors whose investment mandates are limited to renewable energy companies.
As a result of the spin-off demerger, the share capital in Magnora was reduced, and the shareholders in Magnora received 70% of the total number of shares in Hermana Holding ASA on completion of the spin- off demerger.
The demerger (reorganization) was carried out with tax continuity for Norwegian tax purposes pursuant to the provisions in Chapter 11 of the Norwegian Taxation Act. The demerger was also carried out with accounting continuity, so that book values of Magnora\u2019s assets and rights and obligations relating to the licence business and transferred to Hermana Holding ASA are continued without any other changes than the transfer of ownership.
The demerger of Hermana Holding ASA from Magnora ASA achieved the following:
(i)\tHermana ceased to be a wholly owned subsidiary of Magnora,
(ii)\tis owned 70% by the current shareholders of Magnora ASA and 30% directly by Magnora ASA,
(iii)\thas become the parent company of the Hermana Group
(iv)\thas become the sole owner of the shares in Western Isles Holding AS, which holds the licence
business including the license agreement with Dana Petroleum (E&P) Limited and NEO Energy.
Group Structure | ||||
Legal Entity | Shareholding | Voting Rights | Country of Incorporation | Description |
Hermana Holding ASA | Norway | Parent Company | ||
Western Isles Holding ASA | 100% | 100% | Norway | Owner and operator of the Licence Business |
Note 3. Demerger
Hermana Holding ASA (previously named Project Tripartite 3 AS and Magnora Legacy Holding AS) was incorporated 23 August 2023 as a subsidiary of Magnora ASA. Prior to the process of listing the company on the Oslo Stock Exchange, it was converted into a public liability company and renamed Hermana Holding ASA as the holding company of the Hermana Holding group.
The Group\u2019s business activities consist of holding, managing and operating a licence agreement transferred from Magnora ASA, which was established during the period Magnora ASA operated in the oil and gas industry. In addition, the Group will invest available funds from its cash assets and revenues from the licensing business. The investments will be focused on royalties and revenue streams.
The historical background of the Magnora Group\u2019s original business consisted of the design and construction of cylindrical vessels known as floating production, storage and offloading units (FPSOs) and drilling vessels. In 2018, Magnora sold its patents and related technology rights linked to the FPSO business but retained the right to use the technology under two existing agreements for two FPSOs, 1) Western Isles FPSO and 2) Shell Penguins FPSO, one of which was already in operation and another under construction. The amount of royalty payments varies depending on the level of production and offloading of the Western Isles FPSO owned and used by the licence holder.
Magnora carved out the licensing business, transferring the licence agreement with Dana Petroleum into an existing and wholly owned subsidiary, Western Isles Holding AS. The carve-out was implemented by means of a demerger of Magnora, where the licensing business was transferred to a wholly owned subsidiary of Magnora. As part of the demerger, Western Isles Holding AS received demerger receivables of NOK 25 000 000 and USD 8 625 000. Magnora ASA settled the receivables of NOK 25 000 000 before the listing took place.
The purpose of carving out the licence business into another entity was to separate the income related to oil production into a stand-alone business model, making Magnora more attractive for investors whose investment mandates are limited to renewable energy companies.
As a result of the spin-off demerger, the share capital in Magnora was reduced, and the shareholders in Magnora received 70% of the total number of shares in Hermana Holding ASA on completion of the spin- off demerger.
The demerger (reorganization) was carried out with tax continuity for Norwegian tax purposes pursuant to the provisions in Chapter 11 of the Norwegian Taxation Act. The demerger was also carried out with accounting continuity, so that book values of Magnora\u2019s assets and rights and obligations relating to the licence business and transferred to Hermana Holding ASA are continued without any other changes than the transfer of ownership.
The demerger of Hermana Holding ASA from Magnora ASA achieved the following:
(i)\tHermana ceased to be a wholly owned subsidiary of Magnora,
(ii)\tis owned 70% by the current shareholders of Magnora ASA and 30% directly by Magnora ASA,
(iii)\thas become the parent company of the Hermana Group
(iv)\thas become the sole owner of the shares in Western Isles Holding AS, which holds the licence
business including the license agreement with Dana Petroleum (E&P) Limited and NEO Energy.
Group Structure | ||||
Legal Entity | Shareholding | Voting Rights | Country of Incorporation | Description |
Hermana Holding ASA | Norway | Parent Company | ||
Western Isles Holding ASA | 100% | 100% | Norway | Owner and operator of the Licence Business |
Note 12. Investments in subsidiary
In the parent company\u2019s accounts, investments in subsidiaries and associated companies are recorded
under the cost method. Investments are written down to fair value when a reduction in value is expected
to be permanent.
Investment in subsidiaries as of 31 December 2024 (NOK million):
Name of entity | Registered office | Cost price | No. of shares | Equity | Book value | Profit/ (loss) | Share-holder interest |
Western Isles Holding AS | Norway | 92.7 | 100 | 92.7 | 92.7 | -4.5 | 100% |
Hermana did not have any investment in subsidiaries as of 31 December 2023.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__38": { "value": "Note 4. Key Accounting Estimates and Judgements
In preparing the Group\u2019s consolidated financial statements, management has made assumptions and estimates about future events and applied judgements that affect the reported values of assets, liabilities, revenues, expenses and related disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require material adjustment to the carrying amount of assets or liabilities affected in future periods. The assumptions and estimates are based on historical experience, current trends and other relevant factors available when the consolidated financial statements are prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes beyond the control of the Group. Such changes are reflected in the financial statements when the changes in assumptions occur.
The carve-out financial statements include estimates for cost allocations and taxes as set out in Note 2.
Key sources of estimation uncertainty and areas of significant judgement
Deferred tax asset recognition
Deferred tax assets are recognised for unused tax losses only to the extent it is probable a taxable profit will be available to be offset by the tax credit carry-forward from previous losses. Significant management judgement is required to determine the amount of deferred tax assets to be recognised, based upon the likely timing and level of future taxable profits. The recognised deferred tax asset is most sensitive to expected future taxable profits.
The deferred tax asset recognised is expected to be utilised within the next 5-10 years based on the company\u2019s expected operating income and cost base as of the reporting date. The book value of the deferred tax asset represents a minor part of the total accumulated tax losses of over NOK 409 million
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__39": { "value": "Deferred tax assets are recognised for unused tax losses only to the extent it is probable a taxable profit will be available to be offset by the tax credit carry-forward from previous losses. Significant management judgement is required to determine the amount of deferred tax assets to be recognised, based upon the likely timing and level of future taxable profits. The recognised deferred tax asset is most sensitive to expected future taxable profits.
The deferred tax asset recognised is expected to be utilised within the next 5-10 years based on the company\u2019s expected operating income and cost base as of the reporting date. The book value of the deferred tax asset represents a minor part of the total accumulated tax losses of over NOK 409 million
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__40": { "value": "Note 5. Key Risk Factors
Through its business activities, the Group is exposed to various risks. The Group\u2019s overall risk management is designed to leverage the Group\u2019s financial strength, development strategies and expertise to minimise potential adverse effects on its financial performance. Risk management focuses on identifying threats and opportunities, as well as managing the Group\u2019s overall exposure to financial and operational risks. Key risks are summarised below, with detailed descriptions of market and financial risks.
Market Risk
Oil Price
The Group has a licensing agreement for the Western Isles FPSO, and the activity level on the oil field is dependent on the prevailing and expected future oil prices. A significant decline in the oil price can cause the operators of the FPSO to decrease or halt production, which directly impacts the Group\u2019s revenues from the licensing agreement.
Climate Risk
While the Group has no physical assets at risk, future climate policy shifts could impact its revenues from the royalty agreement. The Group seeks to mitigate this risk by diversifying investments across industry segments and regions. Climate change may lead to political decisions related to oil exploration which could have a negative or positive impact on the exploration project the Western Isles is operating at.
Financial Risks
Interest rate risk
With minimal debt at the balance sheet date, the Group has limited exposure to interest rate fluctuations, though future financing may increase sensitivity to interest rate changes.
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the USD as the Group has revenues and a receivable in that currency. Foreign exchange risk arises from future commercial transactions, recognised assets or liabilities, and net investments in foreign operations when such transactions, assets or liabilities are denominated in a currency that is not the entity\u2019s functional currency.
The Group\u2019s exposure to the risk of changes in foreign exchange rates relates primarily to the Group\u2019s revenue. Any annualised increase or decrease in the USD/NOK foreign exchange by 10 percent would have increased or decreased the Group\u2019s 2024 profit before tax by NOK 0.39 million (2023: NOK 1.03 million).
Liquidity risk
The Group manages liquidity risk by maintaining sufficient cash to meet its obligations. Cash flow forecasts are regularly updated to reflect changes in assumptions, such as payment schedules and licence milestones, allowing the Group to anticipate and address potential liquidity challenges.
As of balance sheet date, the Group has no borrowings. Trade receivables and payables are current and due within 30 days, except for the demerger-related receivable from Magnora ASA. Hermana maintains a strong liquidity position relative to its activity level, with a cash balance of NOK 16.6 million.
Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as loans and credit exposures to customers. The Group has one main banking relationship with a financial institution that is currently rated AA-.
The Group\u2019s major customers are oil companies with a strong financial basis, but, as with suppliers and customers in general, there is a risk that unforeseen financial difficulties on the counterparty\u2019s side may arise which could have material adverse effects on the financial condition, the cash flows and/or the prospects of the Group.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__41": { "value": "Market Risk
Oil Price
The Group has a licensing agreement for the Western Isles FPSO, and the activity level on the oil field is dependent on the prevailing and expected future oil prices. A significant decline in the oil price can cause the operators of the FPSO to decrease or halt production, which directly impacts the Group\u2019s revenues from the licensing agreement.
Climate Risk
While the Group has no physical assets at risk, future climate policy shifts could impact its revenues from the royalty agreement. The Group seeks to mitigate this risk by diversifying investments across industry segments and regions. Climate change may lead to political decisions related to oil exploration which could have a negative or positive impact on the exploration project the Western Isles is operating at.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__42": { "value": "Liquidity risk
The Group manages liquidity risk by maintaining sufficient cash to meet its obligations. Cash flow forecasts are regularly updated to reflect changes in assumptions, such as payment schedules and licence milestones, allowing the Group to anticipate and address potential liquidity challenges.
As of balance sheet date, the Group has no borrowings. Trade receivables and payables are current and due within 30 days, except for the demerger-related receivable from Magnora ASA. Hermana maintains a strong liquidity position relative to its activity level, with a cash balance of NOK 16.6 million.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__43": { "value": "Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as loans and credit exposures to customers. The Group has one main banking relationship with a financial institution that is currently rated AA-.
The Group\u2019s major customers are oil companies with a strong financial basis, but, as with suppliers and customers in general, there is a risk that unforeseen financial difficulties on the counterparty\u2019s side may arise which could have material adverse effects on the financial condition, the cash flows and/or the prospects of the Group.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__44": { "value": "Note 6. Financial instruments
Financial assets
The Group\u2019s cash and cash equivalents are measured at fair value. Trade receivables and other financial assets are measured at transaction price.
Financial liabilities
The Group\u2019s financial liabilities are initially measured at fair value and subsequently measured at amortised cost using the effective interest method. Interest incurred on these financial liabilities is recognised as finance expenses in the income statement.
The carrying amount for financial assets and financial liabilities measured at amortised cost is believed to approximate their fair value.
Below is a table that shows the Group\u2019s financial instruments with their carrying amounts recognised on 31 December 2024:
NOK million | 2024 | 2023 | |
Category: | Asset: | ||
Financial assets at amortised cost | Trade and other receivables | 98.0 | - |
Fair value through profit and loss | Cash and cash equivalents | 16.6 | - |
Total financial assets | 114.6 | - |
NOK million | 2024 | 2023 | |
Category: | Liability: | ||
Financial liability at amortised cost | Trade payables | 0.3 | - |
Financial liability at amortised cost | Other current liabilities | 0.6 | - |
Total financial liabilities | 0.9 | - |
Note 6. Financial instruments
Financial assets
The Group\u2019s cash and cash equivalents are measured at fair value. Trade receivables and other financial assets are measured at transaction price.
Financial liabilities
The Group\u2019s financial liabilities are initially measured at fair value and subsequently measured at amortised cost using the effective interest method. Interest incurred on these financial liabilities is recognised as finance expenses in the income statement.
The carrying amount for financial assets and financial liabilities measured at amortised cost is believed to approximate their fair value.
Below is a table that shows the Group\u2019s financial instruments with their carrying amounts recognised on 31 December 2024:
NOK million | 2024 | 2023 | |
Category: | Asset: | ||
Financial assets at amortised cost | Trade and other receivables | 98.0 | - |
Fair value through profit and loss | Cash and cash equivalents | 16.6 | - |
Total financial assets | 114.6 | - |
NOK million | 2024 | 2023 | |
Category: | Liability: | ||
Financial liability at amortised cost | Trade payables | 0.3 | - |
Financial liability at amortised cost | Other current liabilities | 0.6 | - |
Total financial liabilities | 0.9 | - |
Note 6. Financial instruments
Financial assets
The Group\u2019s cash and cash equivalents are measured at fair value. Trade receivables and other financial assets are measured at transaction price.
Financial liabilities
The Group\u2019s financial liabilities are initially measured at fair value and subsequently measured at amortised cost using the effective interest method. Interest incurred on these financial liabilities is recognised as finance expenses in the income statement.
The carrying amount for financial assets and financial liabilities measured at amortised cost is believed to approximate their fair value.
Below is a table that shows the Group\u2019s financial instruments with their carrying amounts recognised on 31 December 2024:
NOK million | 2024 | 2023 | |
Category: | Asset: | ||
Financial assets at amortised cost | Trade and other receivables | 98.0 | - |
Fair value through profit and loss | Cash and cash equivalents | 16.6 | - |
Total financial assets | 114.6 | - |
NOK million | 2024 | 2023 | |
Category: | Liability: | ||
Financial liability at amortised cost | Trade payables | 0.3 | - |
Financial liability at amortised cost | Other current liabilities | 0.6 | - |
Total financial liabilities | 0.9 | - |
Note 7. Operating revenue
The Group only has one reporting segment, as all its activities is related to the licencing business in Western Isles Holding AS. Royalty from the Dana Western Isles FPSO constitutes 100% (2023: 51 percent) of total operating revenue. Revenue from contracts with customers is recognised, at a point in time, when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group receives royalty income in exchange for the licence of intellectual property (design fees). The royalty received is recognised when the sale or usage occurs and the performance obligation related to the royalty payment has been satisfied. The royalty received from the Western Isles agreement is based on production and offloading of oil barrels and the revenue is recognised as the offloading occurs.
Operating revenue in 2024 consisted of revenue from royalty income from the Western Isles FPSO.
NOK million | 2024 | 2023 |
Licence fee | 3.9 | 10.3 |
Total operating revenue | 3.9 | 10.3 |
Revenue by country:
NOK million | 2024 | 2023 |
United Kingdom | 3.9 | 10.3 |
Total operating revenue | 3.9 | 10.3 |
Note 7. Operating revenue
The Group only has one reporting segment, as all its activities is related to the licencing business in Western Isles Holding AS. Royalty from the Dana Western Isles FPSO constitutes 100% (2023: 51 percent) of total operating revenue. Revenue from contracts with customers is recognised, at a point in time, when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group receives royalty income in exchange for the licence of intellectual property (design fees). The royalty received is recognised when the sale or usage occurs and the performance obligation related to the royalty payment has been satisfied. The royalty received from the Western Isles agreement is based on production and offloading of oil barrels and the revenue is recognised as the offloading occurs.
Operating revenue in 2024 consisted of revenue from royalty income from the Western Isles FPSO.
NOK million | 2024 | 2023 |
Licence fee | 3.9 | 10.3 |
Total operating revenue | 3.9 | 10.3 |
Revenue by country:
NOK million | 2024 | 2023 |
United Kingdom | 3.9 | 10.3 |
Total operating revenue | 3.9 | 10.3 |
Note 8. Board remuneration
The Group has no employees as of the end of the year and therefore no employee benefit expenses for 2024.
Remuneration of the Board of Directors:
NOK thousand | Function | Member from | Member to | 2024 | 2023 |
Erik Sneve | Chairman of the board | March 2024 | - | - | - |
Torstein Sanness | Board member | March 2024 | - | - | - |
Hilde \u00c5dland | Board member | March 2024 | - | - | - |
Nina Skage | Board member | May 2024 | - | 150.0 | - |
Lars \u00d8rving Eriksen | Board member | May 2024 | - | 150.0 | - |
Total remuneration paid | 300.0 | - |
All board members attended 100 percent of the board meetings held during 2024.
As of 31 December 2024, the Board members and hired-in Senior Management owned or controlled the following shares in the Company:
Function | Shares owned or controlled | |
Erik Sneve | Chairman of the board | 167,692 |
Torstein Sanness | Board member | 89,920 |
Hilde \u00c5dland | Board member | 5,572 |
Nina Skage | Board member | - |
Lars \u00d8rving Eriksen | Board member | - |
Stein Bj\u00f8rnstad | CEO | 14,286 |
B\u00e5rd Olsen | CFO | 23,270 |
Total shares | 300,740 |
Reference is made to the \u2019Hermana Holding Remuneration Report 2024\u2019 for further details of remuneration of the board.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:2549005RGU6BUYK07L22", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s9__6__50": { "value": "Note 9. Other operating expense
NOK million | 2024 | 2023 |
Legal fees | 3.5 | 1.0 |
Consulting fees | 3.2 | 0.2 |
Management fees | 2.6 | - |
Auditor fees | 1.9 | 0.2 |
Other expenses | 1.6 | 0.5 |
Board remuneration | 0.3 | - |
Office costs | - | 0.2 |
Employee benefit expense | - | 5.1 |
Total other operating expenses | 13.1 | 7.2 |
Expenses related to auditor fees are presented below:
NOK million | 2024 | 2023 |
Statutory audit | 1.5 | - |
Other certification services | 0.4 | - |
Total auditor fees | 1.9 | - |
Note 9. Other operating expense
NOK million | 2024 | 2023 |
Legal fees | 3.5 | 1.0 |
Consulting fees | 3.2 | 0.2 |
Management fees | 2.6 | - |
Auditor fees | 1.9 | 0.2 |
Other expenses | 1.6 | 0.5 |
Board remuneration | 0.3 | - |
Office costs | - | 0.2 |
Employee benefit expense | - | 5.1 |
Total other operating expenses | 13.1 | 7.2 |
Expenses related to auditor fees are presented below:
NOK million | 2024 | 2023 |
Statutory audit | 1.5 | - |
Other certification services | 0.4 | - |
Total auditor fees | 1.9 | - |
Note 9. Other operating expense
NOK million | 2024 | 2023 |
Legal fees | 3.5 | 1.0 |
Consulting fees | 3.2 | 0.2 |
Management fees | 2.6 | - |
Auditor fees | 1.9 | 0.2 |
Other expenses | 1.6 | 0.5 |
Board remuneration | 0.3 | - |
Office costs | - | 0.2 |
Employee benefit expense | - | 5.1 |
Total other operating expenses | 13.1 | 7.2 |
Expenses related to auditor fees are presented below:
NOK million | 2024 | 2023 |
Statutory audit | 1.5 | - |
Other certification services | 0.4 | - |
Total auditor fees | 1.9 | - |
Expenses related to auditor fees are presented below:
NOK million | 2024 | 2023 |
Statutory audit | 1.5 | - |
Other certification services | 0.4 | - |
Total auditor fees | 1.9 | - |
Note 10. Foreign exchange gains
NOK million | 2024 | 2023 |
Exchange rate gains | 10.2 | 3.1 |
Total foreign exchange gain | 10.2 | 3.1 |
Exchange gains for the year are related to the demerger receivable, which is denominated in USD and amounts to USD 8.6 million.
Note 10. Foreign exchange gains
NOK million | 2024 | 2023 |
Exchange rate gains | 10.2 | 3.1 |
Total foreign exchange gain | 10.2 | 3.1 |
Exchange gains for the year are related to the demerger receivable, which is denominated in USD and amounts to USD 8.6 million.
Note 11. Income taxes
The tax expense for the period comprises current and changes in deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit and loss. Deferred income tax is determined using tax rates (and legislation) that have been enacted or substantially enacted by balance sheet date and are expected to apply when the deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits. The tax base included in the calculation of deferred income tax is calculated in local currency and translated into NOK at foreign exchange rates prevailing at balance sheet date. Deferred income tax asset and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities related to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred income tax assets and liabilities are offset when a legally enforceable right to offset current tax assets against current tax liabilities exists. For 2024 a tax rate of 22% has been used when calculating the deferred tax assets and liabilities (2023: 22%). The Group is not affected by Pillar 2.
Deferred income tax assets are recognised for tax losses carried forward and deductible temporary differences to the extent that the realisation of the tax benefit through future taxable profits is probable.Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits. The recognised deferred tax asset is most sensitive to expected future taxable profits.
At balance sheet date, the recognition criteria in IAS 12 were met. The deferred tax asset recognised is expected to be utilised in the future based upon on the Group\u2019s contract portfolio and cost base as of today. The book value of the deferred tax asset represents a minor part of the total of NOK 409 million losses carried forward. Reference is made to the Deferred tax asset recognition section of note 4 for further information.
For 2024 a tax rate of 22% has been used when calculating the tax income/(expense), (2023: 22%).
Specification of booked deferred tax assets/(liabilities): | ||
NOK million | 2024 | 2023 |
Specification net deferred tax assets /(liabilities): | ||
Deferred tax asset to be reversed after more than 12 months | 90.0 | - |
Deferred tax liability to be reversed after more than 12 months | - | - |
Net deferred tax assets/(liabilities) | 90.0 | - |
Deferred tax assets not recognised in the balance sheet | 82.2 | - |
Net deferred tax /(liabilities) recognised in the balance sheet | 7.8 | - |
Reconciliation of deferred tax assets: | ||
NOK million | 2024 | 2023 |
Transferred in demerger | 6.9 | 0.2 |
Income statement charge relating to deferred tax assets | 0.9 | - |
Book value 31 December | 7.8 | 0.2 |
Reconciliation of nominal tax rate and effective tax rate: | ||
NOK million | 2024 | 2023 |
Profit/(loss) before tax: | 0.9 | 6.2 |
Nominal tax rate | 22% | 22% |
Expected tax expense | -0.2 | -1.4 |
Effect on taxes of: | ||
Permanent differences | - | - |
Change in recognised tax assets | 1.1 | - |
Tax income/(expense) | 0.9 | -1.4 |
Note 11. Income taxes
The tax expense for the period comprises current and changes in deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit and loss. Deferred income tax is determined using tax rates (and legislation) that have been enacted or substantially enacted by balance sheet date and are expected to apply when the deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits. The tax base included in the calculation of deferred income tax is calculated in local currency and translated into NOK at foreign exchange rates prevailing at balance sheet date. Deferred income tax asset and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities related to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred income tax assets and liabilities are offset when a legally enforceable right to offset current tax assets against current tax liabilities exists. For 2024 a tax rate of 22% has been used when calculating the deferred tax assets and liabilities (2023: 22%). The Group is not affected by Pillar 2.
Deferred income tax assets are recognised for tax losses carried forward and deductible temporary differences to the extent that the realisation of the tax benefit through future taxable profits is probable.Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits. The recognised deferred tax asset is most sensitive to expected future taxable profits.
At balance sheet date, the recognition criteria in IAS 12 were met. The deferred tax asset recognised is expected to be utilised in the future based upon on the Group\u2019s contract portfolio and cost base as of today. The book value of the deferred tax asset represents a minor part of the total of NOK 409 million losses carried forward. Reference is made to the Deferred tax asset recognition section of note 4 for further information.
For 2024 a tax rate of 22% has been used when calculating the tax income/(expense), (2023: 22%).
Specification of booked deferred tax assets/(liabilities): | ||
NOK million | 2024 | 2023 |
Specification net deferred tax assets /(liabilities): | ||
Deferred tax asset to be reversed after more than 12 months | 90.0 | - |
Deferred tax liability to be reversed after more than 12 months | - | - |
Net deferred tax assets/(liabilities) | 90.0 | - |
Deferred tax assets not recognised in the balance sheet | 82.2 | - |
Net deferred tax /(liabilities) recognised in the balance sheet | 7.8 | - |
Reconciliation of deferred tax assets: | ||
NOK million | 2024 | 2023 |
Transferred in demerger | 6.9 | 0.2 |
Income statement charge relating to deferred tax assets | 0.9 | - |
Book value 31 December | 7.8 | 0.2 |
Reconciliation of nominal tax rate and effective tax rate: | ||
NOK million | 2024 | 2023 |
Profit/(loss) before tax: | 0.9 | 6.2 |
Nominal tax rate | 22% | 22% |
Expected tax expense | -0.2 | -1.4 |
Effect on taxes of: | ||
Permanent differences | - | - |
Change in recognised tax assets | 1.1 | - |
Tax income/(expense) | 0.9 | -1.4 |
Note 13. Cash and cash equivalents
The consolidated statement of cash flow, cash and cash equivalents consists of bank deposits.
Specification of cash and cash equivalents: | ||
NOK million | 2024 | 2023 |
Cash at bank and in hand | 16.6 | - |
Total cash and cash equivalents | 16.6 | - |
Note 14. Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at transaction price according to IFRS 15 and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
The Group recognises an allowance for expected credit losses (ECLs) for all financial assets not held at fair value through profit or loss (e.g., trade receivables). ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The provision for impairment of trade receivables is recognised in the income statement as \u2018other operating
expense\u2019. Hedge accounting has not been applied in 2024 or 2023. The Group\u2019s financial assets at amortised cost include trade receivables and other short-term receivables. Trade receivables that do not contain a significant financing component are measured at the transaction price determined under IFRS 15 Revenue from contracts with customer.
Specification of trade and other receivables: | ||
NOK million | 2024 | 2023 |
Accrued income | 0.1 | - |
Other receivables* | 97.9 | - |
Total trade and other receivables | 98.0 | - |
*Demerger receivable from Magnora ASA, 8,625,000 USD.
Note 15. Share capital
The Group has one class of shares, ordinary shares with equal rights for all shares, classified as equity. The holders of ordinary shares are entitled to receive dividends and entitled to one vote per share at General Meetings. Incremental costs directly attributable to the issue of new shares is shown in equity as a deduction, net of tax, from the proceeds. The Group holds no treasury shares.
The total authorised number of ordinary shares was 13,418,740 (2023: 0) with a par value of NOK 1 (2023: N/A) per share. All issued shares were fully paid at the balance sheet date. All shares were issued as part of the demerger from Magnora ASA in the second quarter of 2024. A share consolidation was performed in the fourth quarter 2024 in accordance with the resolution from an extraordinary general meeting held on 29 October 2024.
NOK million | Number of shares | Share capital | Share premium | Total |
1 January 2024 | 1 | - | - | - |
Demerger | 65,751,825 | 6.7 | - | 6.7 |
Contribution in kind | 28,179,352 | 2.9 | 32.4 | 35.3 |
Share consolidation* | -80,512,438 | - | - | - |
Bonus issue** | 3.9 | - | 3.9 | |
31 December 2024 | 13,418,740 | 13.4 | 32.4 | 45.8 |
NOK million | Number of shares | Share capital | Share premium | Total |
23 August 2023 | 1 | - | - | - |
31 December 2023 | 1 | - | - | - |
* A share consolidation in the ratio of 7:1 was performed on 21 November 2024, reducing the number of outstanding shares from 93,931,178 shares to 13,418,740 shares.
** The Group\u2019s share capital was increased by NOK 3.9 million immediately after completion of the share consolidation by transfer of NOK 3.9 million from the Group\u2019s unrestricted equity to the Group\u2019s share capital.
Shareholders | Number of shares | Percent ownership |
MAGNORA ASA | 4,025,621 | 30.0% |
HAFSLUND VEKST AS | 639,181 | 4.8% |
KING KONG INVEST AS | 381,570 | 2.8% |
GINNY INVEST AS | 352,734 | 2.6% |
F2 FUNDS AS | 326,892 | 2.4% |
ALDEN AS | 316,832 | 2.4% |
F1 FUNDS AS | 258,838 | 1.9% |
PHILIP HOLDING AS | 235,482 | 1.8% |
CARE HOLDING AS | 214,285 | 1.6% |
DNB BANK AS | 210,100 | 1.6% |
JP MORGAN CHASE BANK | 204,961 | 1.5% |
NORDNET LIVSFORSIKRING AS | 196,706 | 1.5% |
ALTEA AS | 164,992 | 1.2% |
MP PENSJON PK | 163,247 | 1.2% |
AARSKOG, PHILIP GEORGE | 142,857 | 1.1% |
MORGAN STANLEY & CO INT. PLC. | 123,384 | 0.9% |
BALLISTA AS | 108,623 | 0.8% |
BAKLIEN, \u00c5SMUND | 108,014 | 0.8% |
BILL INVEST AS | 103,021 | 0.8% |
TORSTEIN SANNESS | 89,920 | 0.7% |
Total 20 largest shareholders | 8,367,260 | 62.4% |
Other shareholder accounts | 5,051,480 | 37.6% |
Total number of shares | 13,418,740 | 100.0% |
Foreign ownership | 933,025 | 7.0% |
Note 16. Current liabilities
Trade Payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Specification of trade payables and other current liabilities: | ||
NOK million | 2024 | 2023 |
Trade payables | 0.3 | - |
Other current liabilities | 0.6 | - |
Total current liabilities | 0.9 | - |
Note 17. Earnings per share
Basic earnings per share were calculated by dividing the profit attributable to equity holders of the Group by the weighted average number of ordinary shares on issue during the year.
2024 | 2023\u00b9 | |
Basic earnings per share (NOK) | 0.13 | 0.36 |
Diluted earnings per share (NOK) | 0.13 | 0.36 |
Weighted avg. no. of ordinary shares outstanding (thousands) | 13,419 | 13,419 |
Weighted diluted avg. no. of ordinary shares outstanding (thousands) | 13,419 | 13,419 |
1) Pro-forma earnings per share reflecting the actual number of shares of Hermana Holding ASA after of the listing on the Oslo Stock Exchange
on 18 June 2024, and subsequently consolidating its shares on 21 November 2024.
Note 18. Related party transactions
From 2024, Hermana Holding ASA has an agreement with Magnora ASA that allows services to be provided by Magnora ASA at agreed hourly rates. The total operating expenses from Magnora ASA in 2024 was NOK 2.6 million (2023: NOK nil).
See note 2 for details regarding cost allocation for the carve-out 2023 comparatives. Intercompany transactions between Hermana Holding Group and Magnora ASA have been included in these carve-out comparative figures and are forgiven at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the statement of cash flows as financing activity and in the balance sheet as parent\u2019s investment. The components of the net transfer to and from Magnora ASA as of 31 December 2023 are as follows:
NOK million | 2024 | 2023* |
Employee benefit expenses | - | 5.1 |
Other operating expenses | - | 2.1 |
Net finance loss/(gain) | - | -3.1 |
Distribution of operating revenue | - | -84.2 |
Management services from Magnora ASA | 2.6 | - |
Net contribution from parent | 2.6 | -80.2 |
Income tax expense | - | 1.4 |
Net decrease in Parent company investment | - | -78.7 |
*There are no related party transactions during 2023, but the management agreement between Magnora ASA and Hermana Holding ASA established in 2024 created related party transactions between the two entities during 2024. The amounts for 2023 are the details regarding cost allocations between Hermana Holding ASA and Magnora ASA in the carve-out financial statements prepared as part of the demerger process.
Note 19. Events after balance sheet date
There have been no significant events after the reporting period that would materially affect the Group\u2019s financial position or operations.