Business Registration No. 42 43 46 04
Annual Report 2022
The Annual General Meeting adopted the Annual Report on 12 April 2023
________________________
Chairman of the General Meeting
ASG Hamlet Holding ApS
1
Company information
The Company
Business Registration No.: 42 43 46 04
Established: 01 June 2021
Registered office: Horsens
Financial year: 01.01.2022 - 31.12.2022
Board of Directors
Johannes Vielberth
David George Bannerman
Executive Board
Torben Modvig, CEO
Michael Storgaard, Executive Officer
Jan Aarestrup, Executive Officer
Jesper Henkel, Executive Officer
Auditors
ASG Hamlet Holding ApS
2
Statement by Management on the annual report
Executive Board
Board of Directors
ASG Hamlet Holding ApS
3
Independent auditor's report
ASG Hamlet Holding ApS
4
ASG Hamlet Holding ApS
5
CVR No. 33963556
Identification No (MNE) mne30176 Identification No (MNE) m ne 40049
ASG Hamlet Holding ApS
6
Management Review
Key financial figures and ratios
The financial ratios have been calculated as follows:
Solvency ratio
Equity ex. non−controlling interests at year end x 100
Total equity and liabilities at year end
Return on equity
Profit after tax x 100
Average equity
DKKm
2022
2021
Statement of profit
/loss
Revenue
21
11
Gross profit/loss
-2
-8
Operating profit/loss (EBITDA)
-19
-18
Net financials
-138
-66
Profit/loss before tax
-157
-43
Profit/loss after tax
-169
-29
Balance Sheet
Total assets
3,627
2,059
Equity
1,661
997
Cash flow
Operating activities
1
-44
Investing activities
-1,498
-1,933
Financing activities
1,575
1,982
Change for the year in cash and cash equivalents
78
4
Ratios
Solvency ratio
45,8%
48.4%
Return on equity
-12,5%
-5.8%
ASG Hamlet Holding ApS
7
Management Review
Operating review
Principal activities
The Company's principal activities are to act as holding company, make investments, conduct wealth manage-
ment and any other related business.
Uncertainty regarding recognition and measurement
There is no uncertainty related to recognition and measurement in the annual report.
Unusual circumstances
The Company's assets, liabilities and financial position at 31 December 2022 and the results of the Company's
operations and cash flows for the financial year 2022 are not affected by unusual circumstances.
Development in activities and financial position
The Company reported a loss of MDKK 176,423 for 2022 (2021: MDKK 28,821), and equity in the Compa-
ny's balance sheet at 31 December 2022 stood at MDKK 1,661,486 (2021: MDKK 997,387). Which is below
expectations, which is caused by acquisition related cost to acquisition of KPC Holding Group and lower than
expected results from subsidiaries.
Outlook
The Company's subsidiaries expect to enjoy an increase in profit for 2023 compared to 2022. However, the
Company's results are affected by amortisation of the acquisition of the subsidiary and expects to report EBIT
ranging from DKK -175,000,000 to DKK -225,000,000 in 2023.
The Company's impact on the external environment and measures taken to pre-
vent, reduce environmental impact, etc.
The Company is a holding company with only limited activities, and therefore it has only a modest impact on
the external environment.
Subsequent events
No events have occurred after the financial year end, which may materially affect the Company's financial po-
sition.
ASG Hamlet Holding ApS
8
Financial Statements 1 January – 31 December
Statement of comprehensive income
DKK’000
Note
2022
1/6-31/12
2021
Revenue
3
Other external
expenses
-1,754
-1,080
Special items
4
-20,707
-17,874
Gross profit/loss
-1,910
-8,212
Employee benefits expenses
5
-17,002
-9,352
L
oss before depreciation/amortisation and
impairment losses
(EBITDA)
-18,912
-17,564
Amortisation, depreciation, and impairment
losses
-387
L
oss before finance income and expenses
(EBIT)
-19,299
-17,564
Income from equity investments in subsidiaries
-51
Finance income
6
Finance expenses
7
-209,331
-66,505
Loss before tax
-157,415
-43,238
Tax on profit/loss for the year
8
-11,923
Loss after tax
-169,338
-28,821
Other comprehensive income
Other comprehensive income that may be
reclassified to profit or loss in subsequent
periods:
Value adjustment of hedging instruments
-12,652
Income tax effect
Other comprehensive income for the year,
-9,869
Total comprehensive loss
-179,207
-28,821
ASG Hamlet Holding ApS
9
Financial Statements 1 January – 31 December
Balance sheet
DKK’000
Note
2022
2021
Right-of-use assets
9
Equity investments in subsidiaries
10
Deferred tax
11
Total non-current assets
Receivables from subsidiaries
Other receivables
Corporation tax
Prepayments
Cash and cash equivalents
Total current assets
Total assets
ASG Hamlet Holding ApS
10
Financial Statements 1 January – 31 December
Balance sheet
DKK’000
Note
2022
2021
Share capital
12
Cost of hedging reserve
12
-1,596
Cash
flow hedge reserve
12
-9,869
Retained earnings
12
Total equity
Bank loans
14
Lease liabilities
14
Total non-current liabilities
Bank loans
14
L
ease liabilities
14
Trade payables
Other payables
Other provisions
13
Total current liabilities
Total liabilities
Total equity and liabilities
ASG Hamlet Holding ApS
11
Financial Statements 1 January – 31 December
Statement of changes in equity
DKK’000
Share
capital
Reserve for
net
evaluation
according to
the equity
method
Cost of
Hedging
reserve
Cash Flow
hedge
reserve
Retained
earnings
Total equity
2022
Equity at 1 January
Loss for the year
-1,596
-167,742
-169,338
Value adjustments of hedging instruments
-12,652
-12,652
Income tax
effect
Total comprehensive income
/other comprehensive
income
-1,596
-9,869
-167,742
-179,207
Cash capital increase
Share based payment
Total
transactions with owners
Equity at 31 December 2022
-1,596
-9,869
ASG Hamlet Holding ApS
12
Financial Statements 1 June – 31 December
Statement of changes in equity
DKK’000
Share capital
Reserve for
net evaluation
according to the
equity method
Retained
earnings
Total equity
2021
Equity
1 June
L
oss for the year
-224,821
-28,821
Total comprehensive income
/other comprehensive income
-224,821
-28,821
Cash capital increase
Dividends from subsidiar
ies
-196,000
Total
transactions with owners
-196,000
Equity at 31 December 202
1
ASG Hamlet Holding ApS
13
Financial Statements 1 January – 31 December
Cash flow statement
DKK’000
Note
2022
1/6 - 31/12
2021
Loss after tax
-169,338
-28,821
Adjustments
15
Changes in working capital
16
Cash generated from operations before
net financials
-368
Received finance income
Paid finance expenses
-697
-66,505
Corporation tax paid
Cash flows from operating activities
-44,378
Acquisition of shares in subsidiaries
-1,658,189
-2,128,964
Dividends received from subsidiaries
Cash flows from investing
activities
-1,498,189
-1,932,964
Repayment of other items
-166,278
Raising of other items
Raising of loans with banks
14
Paid financials expenses related to financing activities
14
-89,038
Cash capital increase
Cash flows from financing activities
Changes in cash and cash equivalents
Cash at beginning of the period
Cash and cash equivalents at 31 December
Cash and cash equivalents are specified as follows:
Cash
Cash and cash equivalents at 31 December
ASG Hamlet Holding ApS
14
Notes
1. Accounting policies
2. Significant estimates, assumptions, and judgements
3. Revenue
4. Special items
5. Employee benefits expenses
6. Finance income
7. Finance expenses
8. Tax on profit/loss for the year
9. Right-of-use assets
10. Equity investments in subsidiaries
11. Deferred tax asset
12. Equity
13. Other provisions
14. Liabilities from financing activities
15. Cash flow statement - adjustments
16. Cash flow statement - changes in working capital
17. Financial risks and financial instruments
18. Categories of financial instruments
19. Contingencies, etc.
20. Related parties and ownership structure
21. Fees to auditors appointed at the general meeting
22. Incentive programmes
23. Events after the reporting period
24. Adoption of new and amended standards
ASG Hamlet Holding ApS
15
Financial statements 1 January – 31 December
Notes
1. Accounting policies
The financial statement of ASG Hamlet Holding ApS for 2022 have been prepared in accordance with Interna-
tional Financial Reporting Standards ("IFRS") as adopted by the EU and additional Danish disclosure require-
ments for the financial statements of reporting class C enterprises, cf. the Danish Executive Order on Adoption
of IFRSs ("IFRS-bekendtgørelsen ") issued in accordance with the Danish Financial Statements Act ("DFSA").
Basis of preparation
The financial statements are presented in Danish kroner (DKK). All amounts have been rounded to the nearest
DKK thousand, unless otherwise indicated.
For the purpose of clarity, the financial statements and the notes to the financial statements are prepared using
the concepts of materiality and relevance. This means that line items not considered material in terms of quanti-
tative and qualitative measures or relevant to financial statement users are aggregated and presented together
with other items in the financial statements. Similarly, information not considered material is not presented in
the notes.
The accounting policies, except as described below, have been applied consistently during the financial year and
for the comparative figures.
In accordance with section 112 of the Danish Financial Statements Act, the Company has omitted to prepare
consolidated financial statements. The consolidated finansial statements is prepared in ASG Domus Holding
ApS, Havnen 5 8700 Horsens, CVR-no: 42434388.
Statement of comprehensive income
Revenue
Revenue relates to management fees, thus these are recognised in the income statement when delivery and trans-
fer of risk to the buyer have taken place and if the income can be stated reliably and is expected to be received.
Revenue is measured at fair value of the agreed consideration excluding VAT and duties.
Other external expenses
Other external costs include costs for administration related expenses, IT-expenses and other costs in the opera-
tion.
ASG Hamlet Holding ApS
16
Financial statements 1 January – 31 December
Notes
1. Accounting policies (continued)
Special items
Special items includes items of a secondary nature in relation to the activities of the Group, including acquisition-
related costs of advisors etc.
Employee benefits expenses
Employee benefint expenses consist of salaries, bonuses, share-based payment, pensions and social costs, vaca-
tion pay, and other benefits. Salaries, bonuses, pensions and social costs, vacation pay, and other benefits are
recognsied in the year in which the associated services are rendered by the employees. Contributions to defined
contrituion plans are recognised in the statement of profit or loss in the period to which they relate and any
contributions outstanding are recognised in the statement of financial position as other liabilities.
Share-based payment
Selected employees in ASG Hamlet Holding ApS are included in share-based incentive plans (equity-settled
plans). For equity-settled programs, the warrants are measured at the fair value at the grant date and recognized
in the income statement as staff costs over the vesting period. The counter item is recognized in equity. The
vesting period is variable and is estimated by Management.
The fair value of granted warrants is estimated at grant date. Market based performance conditions are consid-
ered when estimating the fair value of the warrants. The number of warrants expected to vest are partly based
on measures dependent on the market value of the ASG Domus share. These measures are considered market
conditions and are reflected in the fair value at grant date. Market conditions are not subsequently revised. The
number of warrants expected to vest are partly based on employment (service condition) and is a non-market
condition. Non-market conditions are subsequently revised.
Income from equity investments in subsidiaries
The proportionate share of profit or loss after tax of subsidiaries is recognised in the income statement after full
elimination of intercompany profits or losses.
Finance income and expenses
Finance income and costs are recognised in the income statement at the amounts relating to the financial year.
Finance income and costs include interest income and expenses, finance charges on leases, transactions in for-
eign currencies and surcharges, and reverse of earn-out.
ASG Hamlet Holding ApS
17
Financial statements 1 January – 31 December
Notes
1. Accounting policies (continued)
Tax on profit/loss for the year
Tax for the year comprises current tax for the year and changes in deferred tax, including changes in tax rates.
The tax expense relating to the profit/loss for the year is recognised in the income statement at the amount
attributable to the profit/loss for the year and directly in equity at the amount attributable to entries directly in
equity.
Balance sheet
Equity investments in subsidiaries
Investments in subsidiaries are measured at the proportionate share of the equity value of the entity, calculated
according to the Group’s accounting policies with the addition or deduction of unrealised intercompany profits
or losses and with the addition or deduction of the remaining value of positive or negative goodwill calculated
in accordance with the acquisition method.
Net revaluation of investments in subsidiaries is tied as a reserve for net revaluation under equity according to
the equity method to the extent that carrying amount exceeds cost. Dividends from subsidiaries adopted prior to
the adoption of ASG Hamlet Holding ApS’annual report are not taken to the revaluation reserve.
On the acquisition of an investment in a subsidiary, any difference between the cost of the investment and the
entity’s share of the net fair value of the investee’s identifiable assets and liabilities is accounted for as goodwill
and is included in the carrying amount of the investment. Amortisation of that goodwill is not permitted.
The cost of an investment in an equity-method investee at initial recognition comprises the purchase price for
the investment and any directly attributable expenditure necessary to acquire it.
Contingent consideration is classified as a financial liability. The amount classified as a financial liability are
subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.
Receivables
Receivable, include receiveables from subsidiaries and other receivables, are measured at amortised cost.
The Company recognises an allowance for expected credit losses (ECLs) for all receivables. ECLs are recognised
in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial
recognition, ECLs are provided for expected credit losses within the next 12-months. For those credit exposures
ASG Hamlet Holding ApS
18
Financial statements 1 January – 31 December
Notes
1. Accounting policies (continued)
for which there has been a significant increase in credit risk since initial recognition, the loss allowance reflect
the lifetime expected credit loss.
Prepayments
Prepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at cost.
Equity
Net revaluation reserve in accordance with the equity method
The reserve for net revaluation in accordance with the equity method includes net revaluation of equity in-vest-
ments in subsidiaries relative to cost.
Dividends
Proposed dividends are classified as a separate item under equity. Dividends are recognised as a liability at the
time of adoption by the general meeting.
Cost of hedging reserve
The group defers the changes in the forward element of forward contracts and the time value of option contracts
in the costs of hedging reserve. These deferred costs of hedging are included in other receivables.
The cost is recognised on a straight-line basis in the profit/loss under financial expenses up until 31 December
2026.
Cash flow hedge reserve
The cash flow hedge reserve is used to recognise the effective portion of gains or losses on derivatives that are
designated and qualify as cash flow hedges. All gains or losses are recognised in other comprehensive income.
Hedging
Derivatives are initially recognised at fair value on the date a derivative contract is entered into, and they are
subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent
changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the
nature of the item being hedged.
ASG Hamlet Holding ApS
19
Financial statements 1 January – 31 December
Notes
1. Accounting policies (continued)
Cashflow hedges that qualify for hedge accounting
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash
flow hedges is recognised in the cash flow hedge reserve within equity.
Gains or losses relating to the effective portion of the change in intrinsic value of the options are recognised in
the cash flow hedge reserve within equity. The changes in the time value of the options that relate to the hedged
item (‘aligned time value’) are recognised within OCI in the costs of hedging reserve within equity.
Corporation tax and deferred tax
Current tax liabilities and current tax receivables are recognised in the statement of financial position as calcu-
lated tax on taxable income for the year, adjusted for tax on taxable income for previous years and tax paid on
account.
Deferred tax is measured using the balance sheet liability method in respect of temporary differences arising
between the carrying amounts and the tax bases of assets and liabilities calculated based on the intended use of
the asset and settlement of the liability, respectively.
Deferred tax is measured on the basis of the tax rules and tax rates applicable when the deferred tax is expected
to materialise as current tax according to the legislation in force at the date of the statement of financial position.
Any change in deferred tax as a result of changes in tax rates is recognised in the income statement except for
items that are recognised directly in equity.
The Company is subject to the Danish rules on compulsory joint taxation.
Financial liabilities
Financial liabilities, etc. are recognised initially at fair value net of transaction costs incurred. In subsequent
periods, financial liabilities are measured at amortised cost using the effective interest method, entailing that the
difference between the proceeds and the nominal value is recognised in the income statement as finance costs
over the term of the loan.
ASG Hamlet Holding ApS
20
Financial statements 1 January – 31 December
Notes
1. Accounting policies (continued)
Cash flow statement
The cash flow statement shows the cash flows from operating, investing and financing activities for the year,
changes in cash and cash equivalents during the year and cash equivalents at the beginning and end of the year.
Cash flows from operating activities
Cash flows from operating activities are determined as net profit for the year adjusted for non-cash operating
items, changes in working capital, interest paid and income tax paid.
Cash flows from investing activities
Cash flows from investing activities include payments relating to the acquisition and divestment of entities and
activities and the purchase and sale of intangible assets, property, plant and equipment and dividend recieved.
Cash flows from financing activities
Cash flows from financing activities include changes in the size or composition of the share capital and the
related costs and the raising of loans, repayment of interest-bearing debt and distribution of dividends to share-
holders
Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term securities (three months or less) which can easily be
converted into cash with insignificant risk of value changes.
ASG Hamlet Holding ApS
21
Financial statements 1 January – 31 December
Notes
2. Significant estimates, assumptions and judgements
T
he determination of the carrying amounts of certain assets and liabilities requires assessments, estimates and
assumptions of future events. The estimates and assumptions made are based on previous experience and other
factors that Management deems to be justifiable in the circumstances, but which in their nature are uncertain and
unpredictable. The assumptions may be incomplete or inaccurate, and unexpected events or circumstances may
arise. As a result of the risks and uncertainties facing the Company, the actual results may deviate from the
estimates made. It may be necessary to change previous estimates due to changes in the circumstances on which
the previous estimates were based or due to new information or subsequent events. During the financial year,
significant estimates were made in relation investment (the preparation of the take-over balance sheet).
On 9 June 2022, the company acquired and took over the control of the KPC Holding ApS Group. The invest-
ment is a nationwide property developer and turnkey contractor represented in both Herning and Copenhagen.
On 5 July 2021, the company acquired and took over the control of the Nordstern ApS Group (previously CASA
Group). The investment is a nationwide property developer and turnkey contractor represented in both Horsens
and Copenhagen.
The activity of the Group during the financial year comprised both Nordstern ApS Group (CASA) and Nordstern
Holding Group (KPC).
Specification of recognised investments
DKK’000
Recognised
value at the
date of acquisi-
tion 2022 of
KPC Group
Recognised value
at the date of ac-
quisition 2021 of
CASA Group
Net assets acquired
255,750
171,900
Brand
19,700
22,690
Order backlog
189,500
256,500
Customer relationships
35,750
0
Goodwill
1,145,089
1,677,810
Consideration
1,645,789
2,128,900
Deferred contingent consideration
12,400
-71,300
Cash consideration
1,658,189
2,057,600
ASG Hamlet Holding ApS
22
Financial statements 1 January – 31 December
Notes
2. Significant estimates, assumptions and judgements (continued)
In respect of the KPC-acquision, the Company is under an obligation to pay additional consideration of DKK
estimated 10.5 million under certain circumstances, which has been recognised as consideration at 9 June 2022.
The fair value of the contingent consideration has been calculated with interest-free interest of approx 10%.
The acquisition of the Nordstern Group (former CASA-Group) consist of an order backlog (DKK 277.5 million)
and brand (DKK 118.2 million). The fair value of the order book of DKK 277.5 million is amortised over the
expected utilisation of the order backlog during the interval from one to four years. The fair value of trademarks
of DKK 20.9 million is amortised over 3 years.
Following the recognition of identifiable assets and liabilities at fair value, goodwill arising from the acquisition
has been calculated at DKK 1,582.3 million. Goodwill mainly represents the value of existing staff members
and future construction projects won in tender rounds. Recognised goodwill is not deductible for tax purposes.
The acquisition of KPC Holding Group consist of an order backlog (DKK 189.5 million) and brand (DKK 19.7
million) and customer relationships of DKK 35.8. The fair value of the order book of DKK 189.5 million is
amortised over the expected utilisation of the order backlog during the interval from one to four years. The fair
value of trademarks of DKK 19.7 million is amortised over 2 years and the fair value customer relationships of
DKK 35.8 million is amortised over 3 years.
Following the recognition of identifiable assets and liabilities at fair value, goodwill arising from the acquisition
has been calculated at DKK 1,145.1 million. Goodwill mainly represents the value of existing staff members
and future construction projects won in tender rounds. Recognised goodwill is not deductible for tax purposes.
ASG Hamlet Holding ApS
23
Financial statements 1 January – 31 December
Notes
3. Revenue
DKK’000
2022
1/6-31/12
2021
Management fee
20,551
10,742
Total revenue
20,551
10,742
Denmark
20,551
10,742
Total revenue
20,551
10,742
Revenue comes from management fee to subsidiaries. Management fees are invoiced and recognised monthly
(arrear payment) based on time spend and expenses incured by management.
4. Special items
DKK’000
2022
2021
Acquisition-related costs of advisors and pre-merger integration etc.
-20,707
-17,874
Total
-20,707
-17,874
5. Employee benefits
DKK’000
2022
1/6-31/12
2021
Wages and salaries
11,708
8,887
Share-based payment
4,134
0
Pension schemes, defined contribution plans
1,150
451
Other social security costs
10
14
Total expenses
17,002
9,352
Of which remuneration of the Executive Board:
Executive Board
Salaries and remuneration
10,876
8,887
Share-based payment
4,134
0
Pension contributions
1,150
451
Total
16,160
9,338
Average number of employees
For details on share based payment please refer to note 17.
ASG Hamlet Holding ApS
24
Financial statements 1 January – 31 December
Notes
6. Finance income
DKK’000
2022
1/6-31/12
2021
Interest income from subsidiary
0
137
Interest income from bank
16
0
Reverse of earn-out
71,250
0
Total
71,266
137
7. Finance expenses
DKK’000
2022
1/6-31/12
2021
Finance costs, Parent company
0
844
Other finance costs
35,759
64,916
Interest expenses
173,549
0
Interest expenses – lease
23
0
Exchange adjustments
0
745
Total
209,331
66,505
8. Tax on profit/loss for the year
DKK’000
2022
1/6-31/12
2021
Current tax for the year
-628
14,417
Deferred tax for the period
164
0
Adjustments of tax ralting to previous years
-12,715
0
-11,923
14,417
Tax on profit/loss for the year is calculated as follows:
Computed 22% tax on profit/loss for the year before tax
34,631
9,512
Non-deductible costs and non-taxable income:
Income from subsidiaries
-11
0
Acquisition of subsidiaries
-4,477
0
Financial items, including limitation
-28,676
0
Other
-839
0
Deferred tax for the period
164
4,905
Adjustment of tax relating to previous years
-12,715
0
Total
-11,923
14,417
Effective tax rate
5,8%
-33.3%
ASG Hamlet Holding ApS
25
Financial statements 1 January – 31 December
Notes
9. Right of use assets
DKK’000
Right-of-use
assets
Cost at 1 January 2022
0
Additions during the period
1,924
Disposals during the period
0
Cost at 31 December 2022
1,924
Depreciation and impairment losses at 1 January 2022
0
Depreciation for the period
387
Depreciation and impairment losses at 31 December 2022
387
Carrying amount at 31 December 2022
1,537
Amount recognised over profit/loss:
Costs related to leases with low value
0
Costs of short-term leases
0
Right of use assets consist of buildings. For details on lease interest expenses please refer to note 7 and for de-
tails on maturity analysis of lease liabilities please refer to note 17.
10. Equity investments in subsidiaries
DKK’000
2022
1/6-31/12
2021
Cost at beginning of the period
2,128,964
0
Additions during the year
1,645,789
2,128,964
Cost at 31 December
3,774,753
2,128,964
Value adjustments at beginning of the period
-155,305
0
Profit for the year
146,516
130,198
Dividends received
-160,000
-196,000
Share based payment
2,343
0
Amortisation
-146,567
-89,503
Value adjustments at 31 December
-313,013
-155,305
Carrying amount at 31 December
3,461,740
1,973,659
Equity investments in subsidiaries are specified as follows:
Name/legal form
Registered
office
Share
capital
Equity
interest
Nordstern ApS
Horsens
5,000,000
100%
KPC Holding ApS
Herning
400,000
100%
ASG Hamlet Holding ApS
26
Financial statements 1 January – 31 December
Notes
11. Deferred tax asset
DKK’000
2022
Deferred tax at 1 January
0
Provision during the period
164
Total
164
Provision for deferred tax relate to:
Share based payment
164
Carrying amount at 31 December 2022
164
12. Equity
The share capital consists of 40 shares of a nominal face value of DKK 1,000 thousand each (fully paid in). No
shares carry special rights.
The Company’s financing structure is usual for a Company owned by a private equity fund. The Executive Board
and the Board of Directors regularly assesses whether the Company's capital structure supports the meeting of
the overall targets and long-term financial growth. As of 31 December 2022, the Company is financed over
equity with a solvency ratio of 45,8% (31 December 2021: 48,4%) and external bank loans, drawing facilities,
supplier credit facilities, etc.
The Company's interest-bearing debt at the balance sheet date consists partly of lease contracts and bank loans,
a total of DKK 1,955,208 thousand (31 December 2021: DKK 984,174 thousand), of which DKK 1,897,293
thousand carries long-term interest (31 December 2021: DKK 956,287 thousand). At the balance sheet date, the
Company has a bank balance (cash) of DKK 82,132 thousand (31 December 2021: DKK 4,408 thousand). The
Company's liquidity and drawing facilities are deemed to be at an acceptable level held up against the balance
sheet total (capital resources), the Company's financing structure and the regular liquidity changes part of the
Company's usual operations. The Company is deemed to have the necessary liquidity to ensure a high activity
level going forward
No dividends were paid in 2022 or 2021.
ASG Hamlet Holding ApS
27
Financial statements 1 January – 31 December
Notes
12. Equity (continued)
Movements in share capital are specified as follows:
Number of shares
2022
2021
Share capital at beginning of the period
40,000
0
Additions during the year
0
40,000
Share capital at 31 December
40,000
40,000
13. Other provisions
DKK’000
2022
2021
Other provisions comprise provision for earn-out for the purpose of
the acquisition of subsidiaries:
Provision at the beginning of the period
71,250
0
Provisions during the year
-71,250
71,250
Total balance at 31 December
0
71,250
ASG Hamlet Holding ApS
28
Financial statements 1 January – 31 December
Notes
14. Liabilities from financing activities
DKK’000
Opening
balance
Cash flows
Non-cash
changes
Closing
balance
2021
Credit institution, current and
non current
0
957,920
-1,633
956,287
Other items
0
-2,378
2,378
0
Total liabilities from financing
activities
0
955,542
745
956,287
DKK’000
Opening
balance
Cash flows
Non-cash
changes
Closing
balance
2022
Credit institution, current and
non current
956,287
783,433
258,941
1,953,661
Lease liabilities, current and
non-current
0
0
1,547
1,547
Total liabilities from financing
activities
956,287
855,267
260,488
1,955,208
15. Cash flow statement – adjustments
DKK’000
2022
1/6-31/12
2021
Finance income
-71,266
-137
Finance costs
209,331
66,505
Income from equity investments in subsidiaries
-51
-40,694
Tax on profit/loss for the year
9,140
-14,417
Other adjustments
4,623
745
Total
151,777
12,002
16. Cash flow statement - changes in working capital
DKK’000
2022
1/6-31/12
2021
Changes in receivables
10,180
-66,883
Change in trade payables, etc.
4,229
105,692
Income from equity investments in subsidiaries
14,409
38,809
ASG Hamlet Holding ApS
29
Financial statements 1 January – 31 December
Notes
17. Financial risks and financial instruments
As a consequence of its operating, investing and financing activities, the Company is exposed to financial risks,
including interest rate risks, credit risks and liquidity risks, to a limited extent only. The information provided in
this note concerns the most significant risks only.
The overall framework for the financial risk management is set out in the Company’s financial strategy, which
is updated annually and approved by the Board of Directors.
Financial risks are handled by Group Finance. Management monitors the Company’s risk concentration on a
monthly basis in areas such as customers, subcontractors, financial counterparties, etc. By doing so, Management
monitors whether any changes have occurred in the risk concentration.
The financial strategy comprises the investment policy, the financing policy and the credit risk policy relating to
financial counterparties. The strategy also includes a description of the approved risk framework. It is Company
policy not to speculate actively in financial risks. Accordingly, the financial strategy is aimed solely at managing
and reducing the financial risks that are a direct consequence of the Company’s operating, investing and financ-
ing activities.
The Company’s risk exposure and risk management activities have not been subject to significant changes com-
pared with 2021.
Interest rate risks
At year end 2022, the Company's interest-bearing loan reached DKK 1,954 million (At year end 2021: DKK
984,174 thousand). During 2022 the loan, which last year only carried a fixed interes rate, has changed. The
interest-bearing loan now consist of a fixed interest rate and a floating interest rate. The loan with a floating
interest rate is based on EURIBOR+6 plus a margin. The Company is in 2022 thus exposed to interest rate risks
and have accordance with its risk strategy engaged in a hedging transaction. For the part of the loan, which has
a floating interest rate an option of a interest cap have been agreed, which means the interest rate cannot exceed
4% on the loan with a floating interest rate.
Hedging
In 2022 the floating interest rate on the loan was hedged with an option (interest rate cap). The purpose is to
hedge the interest rate on the floating part of the loan so the interest rate is capped at 4 %. The principal of the
loan with a floating interest rate is EUR 195 million out of a total principal of EUR 240 million. The loan expires
31 December 2026.
ASG Hamlet Holding ApS
30
Financial statements 1 January – 31 December
Notes
17. Financial risks and financial instruments (continued)
The company has designated the intrinsic value of the option as the hedging instrument. As of 31 December
2022 the carrying amount of the hedge instrument is DKK 19,398 thousand and is presented within other receiv-
ables in the balance sheet.
There does not exist any significant sources of hedge ineffectiveness in relation to the interest rate cap as the
critical terms for the option is matching. The hedge ratio is 1:1.
The balance in the hedge reserve appears in the statement of changes in equity.
Credit risks
The Company is exposed to credit risk. To minimise the counterparty and credit risks, all significant financial
counterparties are approved by the Board of Directors. Financial counterparties must have at least Baa1/BBB+
(Moody’s/S&P and Fitch) ratings. The credit risk towards financial counterparties related to cash on bank ac-
counts is minimised as the banks credit rating is AAA+.
Liquidity risks
The Company is exposed to liquidity risks as a result of its investments in subsidiaries and repayment agreements
for loan financing. Both the existing and new credit facilities has a split between PIK up interest and payable
interest, which reduced the liquidity risk and payment of these interest may be postponed.
The Company is dependent on liquidity management in subsidiaries as the Company's ability to pay its financial
liabilities is vital as shortage of liquidity may result in default on loan covenants, which may have major conse-
quences for the Company. The Company is of the opinion that shortage of liquidity will have a major impact but
the actual risk of this happening is low.
The Company’s loan with banks is subject to a covenant on a net debt cover from running twelve-month
EBITDA from the general contracting business segment. Throughout the year, including at year end, the cove-
nant has not been breached, nor close to being breached. The risk of a breach before loan maturity is considered
low.
ASG Hamlet Holding ApS
31
Financial statements 1 January – 31 December
Notes
17. Financial risks and financial instruments (continued)
DKK’000
Contractual
cash flows
Within
1 year
1-3 years
3-5 years
After 5
years
2021
Non-derivative
financial
instruments
Bank loans
984,174
27,887
956,287
0
0
Provision for
earn-out
71,250
71,250
0
0
0
31 December
2021
1,055,424
99,137
956,287
0
0
DKK’000
Contractual
cash flows
Within
1 year
1-3 years
3-5 years
After 5
years
2022
Non-derivative
financial
instruments
Leases
1,587
570
1,017
0
0
Bank loans
1,954,663
57,370
0
0
1,897,293
Trade payables
1,258
1,258
0
0
0
31 December
2022
1,957,508
59,198
1,107
0
1,897,293
ASG Hamlet Holding ApS
32
Financial statements 1 January – 31 December
Notes
18. Categories of financial instruments
DKK’000
2022
1/6-31/12
2021
Financial assets measured at fair value
Other receivables*
19,398
0
19,398
0
Financial assets measured at amortised cost
Receivables from subsidiaries
20,468
45,678
Cash and cash equivalents
82,132
4,408
102,600
50,086
Financial liabilities measured at amortised cost
Credit institutions, non-current and current
-1,953,661
-984,174
Lease liabilities, non-current and current
-1,547
0
Other payables
0
-6,555
Other provisions
0
-71,250
-1,955,208
-1,061,979
Total
-1,833,210
-1,011,893
*Other receivables consist of an interest rate cap recognised at fair value. For details on interest cap please refer
to note 17 the section regarding interest rate risk and Hedging.
The fair value of financial assets and liabilities measured at amortised cost approximates their carring amount.
19. Contingencies, etc.
The Company has provided a guarantee for a group enterprise's right of withdrawal in the bank, max. DKK
150,000,000 (31 December 2021: 150,000,000). At 31 December 2022, nothing has been deducted from the
credit.
The Company has pledged shares in CASA ManCo ApS, CASA Management Holding ApS and CC Oscar Invest
ApS as collateral for a group enterprise's right of withdrawal in the bank, max. DKK 150,000,000 (31 December
2021: 150,000,000). At 31 December 2022, nothing has been deducted from the credit.
The Company has issued a pledge of subordination regarding a group entity's bank commitment.
ASG Hamlet Holding ApS
33
Financial statements 1 January – 31 December
Notes
19. Contingencies, etc. (continued)
Group enterprises are jointly and severally liable for tax payable on the Group's income, etc. subject to joint
taxation. Total income tax payable appears from the financial statements of ASG Domus Holding ApS, which
gacts as the administration company for the joint taxation scheme. Group enterprises are also jointly and sever-
ally liable for Danish withholding taxes such as dividend tax, tax on royalty payments and tax on interest. Any
subsequent adjustments to income taxes and withholding taxes may increase the liability of the Company.
20. Related parties and ownership structure
Control
ASG Domus Holding ApS, Havnen 5, 8700 Horsens, Denmark holds the majority of the share capital in the
Company.
Other related parties
The Company's other related parties comprise their Boards of Directors and Executive Boards and their family
members. Furthermore, related parties comprise companies in which the above-mentioned persons have major
interests.
Transactions with related parties
Sale of services to subsidiaries of DKK 20,551 thousand (2021: DKK 10,742 thousand) was effected at market
terms. The sale is disclosed in note 3.
Remuneration of the Executive Board is disclosed in note 5.
Financial transactions with subsidiaries are disclosed in note 6.
Transactions and balances with subsidiaries are disclosed in the balance sheet.
Dividend received from subsidiaries DKK 160,000 thousand (2021: 196,000 thousand).
A loan to a subsidiary has been repaid, DKK 40.137 thousand.
Apart therefrom, the Company has not engaged in any related party transactions.
ASG Hamlet Holding ApS
34
Financial statements 1 January – 31 December
Notes
20. Related parties and ownership structure (continued)
Consolidated financial statements
The Company is included in the consolidated financial statements of the ultimate Parent Company, ASG Domus
Holding ApS. ASG Domus Holding ApS is the smallest and largest group, in which the ASG Hamlet Holding
ApS is included as a subsidiary.
The consolidated financial statements of ASG Domus Holding ApS can be obtained on the following address:
ASG Domus Holding ApS
Havnen 5
8700 Horsens
Denmark
21. Fees to auditors appointed at the general meeting
For a specification of fees to auditors appointed at the general meeting, reference is made to the annual report of
ASG Domus Holding ApS.
22. Incentive programmes
In 2022, ASG Domus Holding ApS has implemented a warrant-based incentive program whereby members of
the Executive Management and other employees in key positions are granted warrants to subscribe for new class-
B shares in ASG Domus Holding ApS for DKK 0.01 per share. The incentive program is designed to incentivise
and retain the Management members and key employees and to participate in the fulfilment of the Group’s
business plan and future value creation.
The incentive program is a Group program where the exercising of warrants is contingent on employment in a
Group Company. Selected employees of ASG Hamlet Holding ApS participates in the incentive program.
Warrants are granted at no consideration and carry no dividend or voting rights. Participation in the program is
pursuant to the participant has made an investment in a set number of class-B shares at fair market value.
Warrants granted can only be exercised in the event of an exit, which makes the vesting period variable. The
number of warrants that can be exercised depends on the amount of the exit proceed, as well the type of exit.
ASG Hamlet Holding ApS
35
Financial statements 1 January – 31 December
Notes
22. Incentive programmes (continued)
Vesting of the warrants is contingent on employment in a group company when the exit event occurs. Vested
warrants which are not exercised by the occurrence of an exit event will lapse without any compensation.
The grant date fair value of warrants granted in 2022 is DKK 20.0 million, reflecting the most-likely type of exit,
and is recognised as a cost over the expected vesting period. In 2022, DKK 4.1 million has been recognised in
the income statement, presented within employee benefit expenses. The incentive programme has no contractual
end date.
Upon exercise, the Group is entitled to demand cash settlement of the warrants, so that instead of the participant
subscribing for and receiving class-B shares, the participant will receive cash settlement in an amount equal to
the net value of the warrants. Management has determined that the Group, in substance, does not have an obli-
gation to settle in cash, and has therefore classified the program as being equity-settled.
The fair value of warrants granted during 2022 is estimated by means of Monte Carlo simulations. The value is
calculated under the following assumptions:
Market value at the time of establishment
1,905 mDKK
Expected volatility
36.55%
Expected life of share options
4.43 years
Risk-free interest rate
-0.32%
The expected volatility is based on an analysis of historical volatility of peer-group public companies and fac-
tors specific to the company.
The number of warrants that will vest depends on the amount of the exit proceeds. Being a market condition,
potential exit proceed and the related impact on the number of warrants expectd to vest, have been included in
the determination of the grant date fair value as part of applying the Monte Carlo simulation.
Set out below are summaries of warrants granted, all under the same conditions.
ASG Hamlet Holding ApS
36
Financial statements 1 January – 31 December
Notes
22. Incentive programmes (continued)
Number of warrants
Number of warrants
Weighted average
fair value per war-
rant (determined on
grant date)
1 January 2022
0
0
Granted during the year
297,365
67,19
Forfeited during the
year
0
N/A
31 December 2022
297,365
67,19
All outstanding warrants have an exercise price of DKK 0.01 per share.
23. Events after the reporting period
From the statement of financial position date and until today, no further matters, which would influence the
evaluation of the Annual Report has occurred.
The financial statements were approved by the board of directors and authorised for issue on 12 April 2023.
24. Adoption of new and amended standards
The following amendments to IFRSs are effective for accounting periods beginning 1 January 2022 or later:
• Reference to the Conceptual Framework – Amendments to IFRS 3 (Issued in May 2020 – effective 1
January 2022)
• Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16 (Issued in May
2020 – effective 1 January 2022)
• Onerous Contracts – Cost of Fulfilling a Contract – Amendments to IAS 37 (Issued in May 2020 – effec-
tive 1 January 2022)
• Annual Improvements to IFRS Standards 2018-2020 (Issued in May 2020 – effective 1 January 2022)
• Covid-19-Related Rent Concessions beyond 30 June 2021 – Amendment to IFRS 16 (Issued in March
2021 – effective 1 April 2021)
None of the changed standards have had an effect on recognition and measurement in the financial statements
for 2022.
ASG Hamlet Holding ApS
37
Financial statements 1 January – 31 December
Notes
24. Adoption of new and amended standards
New standards and interpretations not yet adopted
Certain new accounting standards, amendments to accounting standards and interpretations have been published
that are not mandatory for 31 December 2022 reporting periods and have not been early adopted by the company.
These standards, amendments or interpretations are not expected to have a material impact on the company in
the current or future reporting periods and on foreseeable future transactions.