tonies SE
Société européenne
ANNUAL ACCOUNTS
FOR THE YEAR ENDED
31 DECEMBER 2022
AND REPORT OF THE
REVISEUR D’ENTREPRISES AGREE
Registered office: 9, rue de Bitbourg
L - 1273 Luxembourg
R.C.S. Luxembourg: B252939
Table of contents
Page(s)
Management report
1 - 3
Corporate governance statement
4
Auditor’s report
5 - 9
Balance sheet
10 - 14
Profit and loss account
15 - 16
Notes to the annual accounts for the year ended 31 December 2022
17 - 29
tonies SE
Luxembourg
Management Report for the year ended 31 December 2022
1. Basic information on the Company
tonies SE (the “Company” or “tonies”) was a special purpose vehicle that was incorporated on
18 March 2021 and registered with the Luxembourg Trade and Companies Register under the number
B252939 on 29 March 2021. Since 30 April 2021 it has been listed on Frankfurt Stock Exchange under
the symbol “TNIE” and ISIN LU2333563281.
2. Review and development of the Company’s business, finance
performance and financial position
The Company heads the tonies group (the “Group”). It is a holding entity and does not have active
operational activities for the year ended 31 December 2022. During the year, the Company raised
additional financing for the tonies group to support its growth and expansion phase.
i.
Financial performance highlights
The Company incurred expenses as a result of being a public company (for legal, financial
reporting, accounting and auditing compliance) and capital raising activities.
The loss of the Company for the year ended 31 December 2022 is EUR 184.877.597,83,
mainly due to the operating expenses and value adjustment on the investments in affiliated
undertakings.
ii. Financial position highlights
As at 31 December 2022, the Company has EUR 2.427.608,44 cash at bank. The main assets
of the Company are the investments in affiliated undertakings amounting to
EUR 783.152.707,35. The Company also has convertible notes with a principal amount of
EUR 10.000.00,00 and provisions for certain employee benefits.
3. Annual accounts of the Company
The Annual Accounts of the Company are shown on page 12 to page 30. These were prepared in
accordance with Luxembourg’s legal and regulatory requirements and using the going concern basis of
accounting.
The loss for the year ended 31 December 2022 is EUR 184.877.597,83 mainly due to the operating
expenses and value adjustment on the investments in affiliated undertakings. It is proposed that the loss
for the year ended 31 December 2022 to be allocated to profit and loss brought forward at 1 January
2023.
4. Financial and non-financial risk, risk management, internal control and
corporate governance
The Company’s approach to risk management, internal control and corporate governance is consistent
with that applied to affiliates in the Group and are detailed in the Group Management Report section 1.2
Capital markets, governance and takeover law and section 7 Risk and opportunities report. Non-financial
information required by regulation is provided below.
- 1 -
No risks were identified that could jeopardise the Company as a going concern in the 12 months period
after issuing this report. The below summarises and sets out the most important risks.
i.
Macroeconomic and geopolitical risks
The current macroeconomic situation remains challenging particularly due to ongoing effects
from Covid-19, especially in China, and the war in Ukraine. The consequences include
deteriorating consumer sentiment as a result of high inflation, especially due to rising
commodity and energy prices, limited availability of raw materials and freight capacities, and
the EUR devaluating against the USD.
Management implemented constant monitoring and prudent corporate management as
fundamental measures. Ongoing cost and efficiency management is important part of
corporate management, which will be pursued even more intensively in view of these
framework conditions. Management is monitoring the situation closely and prepared to
respond flexibly depending on what the situation requires.
ii.
Compliance
Designated compliance areas have been identified as part of an initial compliance risk
analysis. These areas are associated with significant compliance risks. This means that a
breach of the legal requirements within this area can lead to significant financial, reputational
and/or other damages for the Company.
Designated compliance areas are anti-corruption, anti-money laundering / combating the
financing of terrorism, antitrust law, economics sanctions, data protection, human rights and
capital markets compliance. As is often the case with compliance risks, management
assessed the probability of occurrence as comparatively low. However, in the event of
occurrence, the negative effect for the Company is likely to be high.
In the case of an event, immediate measures are taken. In addition, various measures have
been established to reduce the overall risk. In order to identify whether the mitigating measures
that have been already implemented are appropriate and effective, a compliance risk analysis
is planned for 2023.
iii.
Solvency risks
There is a risk that additional financial resources in the form of equity or debt will be needed
in the future. While there is no guarantee that such potentially needed funding activities are
successful, the Company has a track record of securing additional funds if needed and is
proactively addressing its liquidity planning well ahead of time. Another risk that has become
more pronounced again is the risk of a bank defaulting and its possible spill over onto the
financial markets.
iv.
Risks in relation to business, operations and the financial position
As at the end of 31 December 2022, the Company has EUR 2.427.608,44 cash at bank.
The Management Board believes that the funds available to the Company are sufficient to
pay costs and expenses incurred by the Company.
5. Research and development
The Company did not have any activities in the field of research and development during the financial
year ended 31 December 2022.
6. Branches
The Company does not have any branches as at 31 December 2022.
- 2 -
7. Transactions in own shares
On 28 November 2022, the Company transferred 1.375.604 of its class A shares held in treasury to
Höllenhunde GmbH for an amount of EUR 0,016 per class A share, which corresponds to the par value
of such class A shares, in accordance with the terms of an equity stock option plan dated 23 November
2021.
The Company holds 15.030.281 class A shares of the Company in treasury as at 31 December 2022.
8. Outlook
The Company, through its subsidiaries, anticipates a very positive business performance in 2023 that is
shaped by ongoing significant growth, assuming that there will be no further material deterioration of
consumer sentiment in 2023 and that Covid-19 will not lead to far-reaching closures of production in
industry and retail.
9. Events after the end of the reporting period
Please see Note 17 in the notes to the annual accounts for information on events after the end of the
2022 financial year that have a material impact on the future financial position and performance of the
Company.
Luxembourg, 12 April 2023
tonies SE
Patric Faßbender
Marcus Stahl
Managing Director
Managing Director
- 3 -
tonies SE
Luxembourg
Corporate Governance Statement by the Management Board
for the year ended 31 December 2022
The Management Board of the Company reaffirm their responsibility to ensure the maintenance of
proper accounting records disclosing the financial position of the Company with reasonable accuracy at
any lime and ensuring that an appropriate system of internal controls is in place to ensure that the
Company's business operations are carried out efficiently and transparently.
In accordance with Article 3 of the law of 11 January 2008 on transparency requirements in relation to
information about issuers whose securities are admitted to trading on a regulated market, the Company
declares that, to the best of our knowledge, the audited annual accounts for the year ended
31 December 2022, prepared in accordance with Luxembourg legal and regulatory requirements, give
a true and fair view of the assets, liabilities, financial position as of that date and results for the year then
ended.
In addition, management's report includes a fair review of the development and performance of the
Company's operations during the year and of business risks, where appropriate, faced by the Company,
as well as other information required by the Article 68ter of the law of 19 December 2002 on the
commercial companies register and on the accounting records and financial statements of undertakings,
as amended.
Luxembourg, 12 April 2023
tonies SE
Patric Faßbender
Marcus Stahl
Managing Director
Managing Director
- 4 -
To the Shareholders of
tonies SE
9, rue de Bitbourg
L-1273 Luxembourg
R.C.S. Luxembourg B 252.939
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of tonies SE (the “Company”), which comprise the balance
sheet as of 31 December 2022, the profit and loss for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects the
financial position of the Company as of 31 December 2022, and the result of its operations for the year
then ended in accordance with Luxembourg legal and regulatory requirements relating to the
preparation and presentation of the financial statements.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016
on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”)
as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our
responsibilities under the EU regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted
for Luxembourg by the CSSF are further described in the « Responsibilities of “réviseur d’entreprises
agréé” for the Audit of the Financial Statements » section of our report. We are also independent of
the Company in accordance with the International Code of Ethics for Professional Accountants,
including International Independence Standards, issued by the International Ethics Standards Board
for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical
requirements that are relevant to our audit of the financial statements, and have fulfilled our other
ethical responsibilities under those ethical requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of the audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
- 5 -
Key audit
Impairment of shares in affiliated undertakings
matter:
Description
of
tonies SE, as ultimate parent of the tonies group, holds shares in affiliated
key
undertaking tonies Holding GmbH amounting to an aggregate amount of EUR
audit
matter:
783.152.707,35 as of 31 December 2022 as disclosed in Note 3 to the annual
accounts. A value adjustment of EUR 178.949.691,42 was recognised during the
year.
As stated in Note 2.2.3 to the annual accounts, value adjustments are made in
respect of financial assets so that these are valued at the lower amount to be
attributed at the balance sheet date with any resulting impairments reflected in
the profit and loss account in the relevant period.
If an impairment indicator is identified, the estimated recoverable amount of the
shares is determined. The estimated recoverable amount is calculated as the
higher of the value-in-use or fair value less costs to sell.
The key factors used by management in determining the estimated recoverable
amount are:
•
the future revenue and EBITDA assumptions taken from tonies group’s
most recent budgets (the “Plan”);
•
the long-term growth rate used beyond the period covered by the Plan;
•
the pre-tax discount rate applied to future cash flows.
The outcome of the impairment review could vary significantly if different
assumptions were applied in the valuation model.
Impairment of shares in affiliated undertakings is considered a key audit matter
because of the significant judgement involved regarding the assessment of their
recoverable amount.
Our response:
Our audit procedures in relation to the valuation of the shares in affiliated
undertakings included the following, among others:
We assessed management’s impairment testing by obtaining the supporting
model and assessing the methodology and key assumptions used:
•
future revenue and EBITDA forecasts – we assessed management’s
forecasts and tested the underlying values used in the calculations by
comparing managements’ forecasts to the latest budget;
•
long-term growth rate – we compared the rates applied by management
to available externally developed rates;
•
pre-tax discount rates – we involved valuation specialists in our
assessment of the appropriateness of discount rates used;
•
net assets – we agreed the net assets to the financial records of the
respective companies; and
•
key inputs – we performed sensitivity analysis on the main assumptions
of the model including but not limited to future revenue and EBITDA
forecasts, long-term growth rate and pre-tax discount rates.
We compared the carrying amount of the shares to their recoverable amount in
order to assess whether an impairment exists.
We assessed the completeness and appropriateness of the disclosures in Note
2.2.1 and Note 3 of the annual accounts.
- 6 -
Other information
The Board of Directors is responsible for the other information. The other information comprises the
information stated in the Management Report and the Corporate Governance Statement but does not
include the financial statements and our report of the “réviseur d’entreprises agréé” thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements, or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report this fact. We have nothing to report in
this regard.
Responsibilities of the Board of Directors and Those Charged with Governance of the Company
for the Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the financial
statements in accordance with Luxembourg legal and regulatory requirements relating to the
preparation and presentation of the financial statements, and for such internal control as the Board of
Directors determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
The Board of Directors is also responsible for presenting the financial statements in compliance with
the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic
Format, as amended (“ESEF Regulation”).
In preparing the financial statements, the Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
Responsibilities of the “Réviseur d’Entreprises Agréé” for the Audit of the Financial Statements
The objectives of our audit are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue a report of the “Réviseur d’Entreprises Agréé” that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with
accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted
for Luxembourg by the CSSF will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
- 7 -
As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and
with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
•
Conclude on the appropriateness of Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our report of the “Réviseur d’Entreprises Agréé” to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our report of the
“Réviseur d’Entreprises Agréé”. However, future events or conditions may cause the Company to
cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
•
Assess whether the financial statements have been prepared, in all material respects, in
compliance with the requirements laid down in the ESEF Regulation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence and communicate to them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our report unless law or regulation
precludes public disclosure about the matter.
Report on Other Legal and Regulatory Requirements
We have been appointed as “réviseur d’entreprises agréé” on 2 June 2022 and the duration of our
uninterrupted engagement, including previous renewals and reappointments, is 2 years.
The Management Report is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
- 8 -
The Corporate Governance Statement is included in the Management report. The information
required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the
commercial companies register and on the accounting records and financial statements of
undertakings, as amended, is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
We have checked the compliance of the financial statements of the Company as of 31 December
2022 with relevant statutory requirements set out in the ESEF Regulation that are applicable to the
financial statements.
For the Company, it relates to financial statements prepared in valid xHTML format.
In our opinion, the financial statements of the Company as of 31 December 2022, have been
prepared, in all material respects, in compliance with the requirements laid down in the ESEF
Regulation.
We confirm that the audit opinion is consistent with the additional report to the audit committee or
equivalent.
We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not
provided and that we remained independent of the Company in conducting the audit.
Luxembourg, 12 April 2023
For Mazars Luxembourg, Cabinet de révision agréé
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Fabien DELANTE
Réviseur d’entreprises agréé
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Annual Accounts Helpdesk :
eCDF entry date :
Tel.
: (+352) 247 88 494
Email : centralebilans@statec.etat.lu
BALANCE SHEET
Financial year from
to
01/01/2022
31/12/2022
EUR
(in
)
03
01
02
tonies SE
9, rue de Bitbourg
L-1273 Luxembourg
ASSETS
Reference(s)
Current year
Previous year
A. Subscribed capital unpaid
1101
101
102
I. Subscribed capital not called
1103
103
104
II. Subscribed capital called but
unpaid
1105
105
106
B. Formation expenses
1107
107
108
C. Fixed assets
783.152.707,35
891.733.523,79
1109
109
110
I. Intangible assets
1111
111
112
1. Costs of development
1113
113
114
2. Concessions, patents, licences,
trade marks and similar rights
and assets, if they were
1115
115
116
a) acquired for valuable
consideration and need not be
shown under C.I.3
1117
117
118
b) created by the undertaking
itself
1119
119
120
3. Goodwill, to the extent that it
was acquired for valuable
consideration
1121
121
122
4. Payments on account and
intangible assets under
development
1123
123
124
II. Tangible assets
1125
125
126
1. Land and buildings
1127
127
128
2. Plant and machinery
1129
129
130
The notes in the annex form an integral part of the annual accounts
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Reference(s)
Current year
Previous year
3. Other fixtures and fittings, tools
and equipment
1131
131
132
4. Payments on account and
tangible assets in the course
of construction
1133
133
134
III. Financial assets
3
783.152.707,35
891.733.523,79
1135
135
136
1. Shares in affiliated undertakings
783.152.707,35
791.043.280,21
1137
137
138
2. Loans to affiliated undertakings
1139
139
140
3. Participating interests
1141
141
142
4. Loans to undertakings with
which the undertaking is linked
by virtue of participating
interests
1143
143
144
5. Investments held as fixed
assets
100.690.243,58
1145
145
146
6. Other loans
1147
147
148
D. Current assets
3.268.974,79
11.510.212,04
1151
151
152
I. Stocks
1153
153
154
1. Raw materials and consumables
1155
155
156
2. Work in progress
1157
157
158
3. Finished goods and goods
for resale
1159
159
160
4. Payments on account
1161
161
162
II. Debtors
4
547.052,59
397.699,21
1163
163
164
1. Trade debtors
1165
165
166
a) becoming due and payable
within one year
1167
167
168
b) becoming due and payable
after more than one year
1169
169
170
2. Amounts owed by affiliated
undertakings
537.225,26
290.000,00
1171
171
172
a) becoming due and payable
within one year
537.225,26
290.000,00
1173
173
174
b) becoming due and payable
after more than one year
1175
175
176
3. Amounts owed by undertakings
with which the undertaking is
linked by virtue of participating
interests
1177
177
178
a) becoming due and payable
within one year
1179
179
180
b) becoming due and payable
after more than one year
1181
181
182
4. Other debtors
9.827,33
107.699,21
1183
183
184
a) becoming due and payable
within one year
9.827,33
107.699,21
1185
185
186
b) becoming due and payable
after more than one year
1187
187
188
The notes in the annex form an integral part of the annual accounts
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Reference(s)
Current year
Previous year
III. Investments
294.313,76
321.250,00
1189
189
190
1. Shares in affiliated undertakings
1191
191
192
2. Own shares
5
294.313,76
321.250,00
1209
209
210
3. Other investments
1195
195
196
IV. Cash at bank and in hand
2.427.608,44
10.791.262,83
1197
197
198
E. Prepayments
404.756,37
190.653,37
1199
199
200
TOTAL (ASSETS)
786.826.438,51
903.434.389,20
201
202
The notes in the annex form an integral part of the annual accounts
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CAPITAL, RESERVES AND LIABILITIES
Reference(s)
Current year
Previous year
A. Capital and reserves
6
773.900.768,25
898.778.366,08
1301
301
302
I. Subscribed capital
2.029.561,36
1.837.561,36
1303
303
304
II. Share premium account
968.252.888,64
908.444.888,64
1305
305
306
III. Revaluation reserve
1307
307
308
IV. Reserves
10.283.650,00
10.283.650,00
1309
309
310
1. Legal reserve
1311
311
312
2. Reserve for own shares
294.313,76
321.250,00
1313
313
314
3. Reserves provided for by the
articles of association
262.400,00
262.400,00
1315
315
316
4. Other reserves, including the
fair value reserve
9.726.936,24
9.700.000,00
1429
429
430
a) other available reserves
26.936,24
1431
431
432
9.700.000,00
9.700.000,00
b) other non available reserves
1433
433
434
V. Profit or loss brought forward
-21.787.733,92
1319
319
320
VI. Profit or loss for the financial year
-184.877.597,83
-21.787.733,92
1321
321
322
VII. Interim dividends
1323
323
324
VIII. Capital investment subsidies
1325
325
326
B. Provisions
1.692.638,00
1331
331
332
1. Provisions for pensions and
similar obligations
1333
333
334
2. Provisions for taxation
1335
335
336
3. Other provisions
7
1.692.638,00
1337
337
338
C. Creditors
8
11.233.032,26
4.656.023,12
1435
435
436
1. Debenture loans
10.243.835,61
1437
437
438
a) Convertible loans
10.243.835,61
1439
439
440
i) becoming due and payable
within one year
243.835,61
1441
441
442
ii) becoming due and payable
after more than one year
10.000.000,00
1443
443
444
b) Non convertible loans
1445
445
446
i) becoming due and payable
within one year
1447
447
448
ii) becoming due and payable
after more than one year
1449
449
450
2. Amounts owed to credit
institutions
1355
355
356
a) becoming due and payable
within one year
1357
357
358
b) becoming due and payable
after more than one year
1359
359
360
The notes in the annex form an integral part of the annual accounts
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Reference(s)
Current year
Previous year
3. Payments received on account
of orders in so far as they are
not shown separately as
deductions from stocks
1361
361
362
a) becoming due and payable
within one year
1363
363
364
b) becoming due and payable
after more than one year
1365
365
366
4. Trade creditors
536.691,11
4.434.785,31
1367
367
368
a) becoming due and payable
within one year
536.691,11
4.434.785,31
1369
369
370
b) becoming due and payable
after more than one year
1371
371
372
5. Bills of exchange payable
1373
373
374
a) becoming due and payable
within one year
1375
375
376
b) becoming due and payable
after more than one year
1377
377
378
6. Amounts owed to affiliated
undertakings
212.160,00
212.160,00
1379
379
380
a) becoming due and payable
within one year
212.160,00
212.160,00
1381
381
382
b) becoming due and payable
after more than one year
1383
383
384
7. Amounts owed to undertakings
with which the undertaking is
linked by virtue of participating
interests
1385
385
386
a) becoming due and payable
within one year
1387
387
388
b) becoming due and payable
after more than one year
1389
389
390
8. Other creditors
240.345,54
9.077,81
1451
451
452
a) Tax authorities
240.345,54
9.077,81
1393
393
394
b) Social security authorities
1395
395
396
c) Other creditors
1397
397
398
i) becoming due and
payable within one year
1399
399
400
ii) becoming due and
payable after more than
one year
1401
401
402
D. Deferred income
1403
403
404
TOTAL (CAPITAL, RESERVES AND LIABILITIES)
786.826.438,51
903.434.389,20
405
406
The notes in the annex form an integral part of the annual accounts
- 14 -
BEULSGP20230320T10241401_003
Page 1/2
RCSL Nr. : B252939
Matricule : 2021 8400 052
Annual Accounts Helpdesk :
eCDF entry date :
Tel.
: (+352) 247 88 494
Email : centralebilans@statec.etat.lu
PROFIT AND LOSS ACCOUNT
Financial year from
to
01/01/2022
31/12/2022
EUR
(in
)
03
01
02
tonies SE
9, rue de Bitbourg
L-1273 Luxembourg
Reference(s)
Current year
Previous year
1. Net turnover
1701
701
702
2. Variation in stocks of finished
goods and in work in progress
1703
703
704
3. Work performed by the undertaking
for its own purposes and capitalised
1705
705
706
4. Other operating income
52.688,61
1713
713
714
5. Raw materials and consumables and
other external expenses
9
-3.349.232,11
-20.790.637,68
1671
671
672
a) Raw materials and consumables
1601
601
602
b) Other external expenses
-3.349.232,11
-20.790.637,68
1603
603
604
6. Staff costs
1605
605
606
a) Wages and salaries
1607
607
608
b) Social security costs
1609
609
610
i) relating to pensions
1653
653
654
ii) other social security costs
1655
655
656
c) Other staff costs
1613
613
614
7. Value adjustments
1657
657
658
a) in respect of formation expenses
and of tangible and intangible
fixed assets
1659
659
660
b) in respect of current assets
1661
661
662
8. Other operating expenses
10
-2.696.503,40
-597.846,14
1621
621
622
The notes in the annex form an integral part of the annual accounts
- 15 -
BEULSGP20230320T10241401_003
Page 2/2
RCSL Nr. : B252939
Matricule : 2021 8400 052
Reference(s)
Current year
Previous year
9. Income from participating interests
1715
715
716
a) derived from affiliated undertakings
1717
717
718
b) other income from participating
interests
1719
719
720
10. Income from other investments and
loans forming part of the fixed assets
1721
721
722
a) derived from affiliated undertakings
1723
723
724
b) other income not included under a)
1725
725
726
11. Other interest receivable and similar
income
1727
727
728
a) derived from affiliated undertakings
1729
729
730
b) other interest and similar income
1731
731
732
12. Share of profit or loss of
undertakings accounted for under
the equity method
1663
663
664
13. Value adjustments in respect of
financial assets and of investments
held as current assets
3
-178.580.816,44
-368.874,98
1665
665
666
14. Interest payable and similar expenses
-268.909,49
-30.375,12
1627
627
628
a) concerning affiliated undertakings
1629
629
630
b) other interest and similar expenses
11
-268.909,49
-30.375,12
1631
631
632
15. Tax on profit or loss
1635
635
636
16. Profit or loss after taxation
-184.842.772,83
-21.787.733,92
1667
667
668
17. Other taxes not shown under items
1 to 16
-34.825,00
1637
637
638
18. Profit or loss for the financial year
-184.877.597,83
-21.787.733,92
1669
669
670
The notes in the annex form an integral part of the annual accounts
- 16 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
1. GENERAL
tonies SE (formerly known as 468 SPAC I SE) (the “Company”) was incorporated on 18 March 2021
(date of incorporation as per the deed of incorporation agreed between shareholders in front of the
notary) in Luxembourg as a European company (Société Européenne or “SE”) based on the laws of the
Grand Duchy of Luxembourg (“Luxembourg”) for an unlimited period of time. The Company was
registered with the Luxembourg Trade and Company Register (“Registre de Commerce et des
Sociétés”, in abbreviated “RCS”) under the number B252939 on 29 March 2021. The Company is a
listed entity with its class A shares traded in the regulated market of the Frankfurt Stock Exchange under
the symbol “TNIE” since 30 April 2021. Likewise, the Company’s class A warrants are also traded on
the open market of the Frankfurt Stock Exchange under the symbol “SPAW”. As at 31 December 2022,
the Company has 6.400.000 class B warrants issued and outstanding that are not listed on a stock
exchange. The 7.500.000 class B shares issued and outstanding as at 31 December 2021 that were
not listed on a stock exchange were converted into class A shares at a ratio of one class B share for
one class A share on 28 November 2022.
The registered office of the Company is located at 9, rue de Bitbourg, L-1273 Luxembourg.
The Company’s purpose is the creation, holding, development and realization of a portfolio, consisting
of interest and rights of any kind and of any other form of investment in entities in the Grand Duchy of
Luxembourg and in foreign entities, in particular in entities developing, producing and distributing high-
quality electronic playback devices, whether such entities exist or are to be created, especially by way
of subscription, by purchase, sale, or exchange of securities or rights of any kind whatsoever, such as
equity instruments, debt instruments as well as the administration and control of such portfolio.
The Company may further grant any form of security for the performance of any obligations of the
Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the
Company has invested in any other manner or which forms part of the same group of the entities as the
Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or
right of any kind or in which the Company has invested in any other manner or which forms part of the
same group of companies as the Company.
The Company may borrow in any form and may issue any kind of notes, bonds and debentures and
generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.
The Company may carry out any commercial, industrial, financial, real estate or intellectual property
activities which it considers useful for the accomplishment of these purposes.
Unlike other forms of companies, a Société Européenne only exists from the date of publication of its
statutes with the RCS. Accordingly, the annual accounts of the Company were prepared in accordance
with Luxembourg legal and regulatory requirements for the period from 29 March 2021 (date of
registration of the Company with the RCS) to 31 December 2021. Any act performed and any transaction
carried out by the Company between the date of incorporation and the date of registration is considered
to emanate from the Company and is therefore included in the annual accounts. The Company’s
financial year runs from 1 January to 31 December.
The Company also prepares consolidated financial statements which are prepared under International
Financial Reporting Standards as adopted by the European Union. The consolidated financial
statements are published in accordance with the European Single Electronic Format regulation on the
Company’s website (https://tonies.com/).
- 17 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1. Basis of preparation
These annual accounts have been prepared in conformity with applicable legal and statutory
requirements in Luxembourg under the historical cost convention and on a going concern basis.
The accounting and valuation methods are determined and implemented by the Management Board,
apart from the regulations of the law of 19 December 2002.
The preparation of these annual accounts requires the use of certain critical accounting estimates.
It also requires the Management Board to exercise significant judgment in the process of applying the
accounting policies. Changes in assumptions may have a significant impact on the annual accounts in
the period in which the assumptions changed. The Management Board believes that the underlying
assumptions are appropriate and that the annual accounts therefore present fairly the financial position
and results.
The Company makes estimates and assumptions that affect the reported amounts of assets and
liabilities in the next financial year. Estimates and judgments are continually evaluated and are based
on historical experience and other factors, including expectations of future events that are believed to
be reasonable under the circumstances.
2.2. Significant Accounting Policies
The following are the significant accounting policies and valuation rules adopted by the Company in the
preparation of these annual accounts.
2.2.1. Foreign Currency Translation
The Company maintains its books and records in Euro (“EUR”). The balance sheet and the profit and
loss account are expressed in EUR.
Translation of foreign currency transactions
Foreign currency transactions are translated into EUR using the exchange rates prevailing at the dates
of the transactions.
Translation of foreign currency balances as at the balance sheet date
• Financial assets denominated in currencies other than EUR are translated at the historical exchange
rates;
• Other assets denominated in currencies other than EUR are translated at the lower between the
exchange rate prevailing at the balance sheet date and historical exchange rate;
• Debts denominated in currencies other than EUR are translated at the higher between the exchange
rate prevailing at the balance sheet date and historical exchange rate; and
• Cash at bank and in hand denominated in currencies other than EUR are translated at the exchange
rates prevailing at the balance sheet date.
As a result, realized exchange gains and losses and unrealized exchange losses are recorded in the
profit and loss account. Unrealized exchange gains are not recognized unless it arises from cash at
bank and in hand.
- 18 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
2.2.2. Formation expenses
Formation expenses include costs and expenses incurred in connection with the incorporation of the
Company and subsequent capital increases. Formation expenses are charged to the profit and loss
account of the year in which they were incurred.
2.2.3. Financial assets
Shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto.
In case of durable decline in value according to the opinion of the Management Board, value
adjustments are made in respect of financial assets so that these are valued at the lower amount to be
attributed at the balance sheet date. These value adjustments are not continued if the reasons for which
the value adjustments were made ceased to apply.
2.2.4. Cash at bank and in hand
Cash at bank and in hand comprise cash at banks and on hand and short-term highly liquid deposits
with a maturity of three months or less, that are readily convertible to a known amount of cash and
subject to an insignificant risk of changes in value.
2.2.5. Debtors
Debtors are recorded at their nominal value. These are subject to value adjustments where their
recovery is compromised. These value adjustments are not continued if the reasons for which the value
adjustments were made ceased to apply.
2.2.6. Own shares
Own shares are initially measured at acquisition cost and recognized as an asset with a corresponding
non-distributable reserve. Own shares are subsequently remeasured at the lower of cost or market value
using the FIFO (First In First Out) method. These are subject to value adjustments where their recovery
is compromised. These value adjustments are not continued if the reasons for which the value
adjustments were made ceased to apply.
2.2.7. Prepayment
Prepayments include expenditure items incurred during the financial year but relating to a subsequent
financial year.
2.2.8. Provisions
Provisions are intended to cover losses or debts which originate in the financial year under review or in
the previous financial year, the nature of which is clearly defined and which, at the date of the balance
sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the
date they will arise.
Provisions for taxation
Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years
for which the tax return has not yet been filed are recorded under the caption “Creditors becoming due
and payable within one year”. The advance payments are shown in the assets of the balance sheet
under the “Debtors becoming due and payable within one year” item.
- 19 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
2.2.9. Creditors
Creditors are recorded at their reimbursement value. Where the amount repayable on account is greater
than the amount received, the related repayment premium is shown in the balance sheet as an asset
and is amortized over the period of the related debt on a straight-line method.
2.2.10. Expenses
Expenses are accounted for on an accrual basis.
2.2.11. Income tax
The Company is subject to income taxes in Luxembourg.
2.2.12. Warrants
The Company has issued class A warrants and class B warrants, which under Luxembourg legal and
regulatory requirements relating to the preparation and presentation of the financial statements are
recorded as equity. When such warrants are expected to be equity settled, the Company does not book
any provision to cover any surplus of the fair value of those warrants compared to the amounts booked
in Other non-available reserves, as the Company will not suffer any loss in relation to those warrants in
the future.
2.2.13. Share-based payments
The Company has equity-settled and cash-settled share-based payment arrangements granted to the
eligible employees of its affiliates.
For equity-settled share-based payments (Note 15), the Company records the transaction when the
shares are issued to the employees and receives cash in exchange. The shares issued are treated as
part of the capital and reserves of the Company.
For cash settled share-based payments (Note 7), the Company recognizes an expense with a
corresponding increase in liabilities equivalent to the amount payable to employees in respect of share
appreciation rights (SARs). An expense is recognized over the period during which the employees
become unconditionally entitled to payment. The liability is remeasured at each reporting date and at
settlement date based on the fair value of the SARs.
- 20 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
3. FINANCIAL ASSETS
Movements in financial assets during the year are as follows:
Shares in affiliated Investments held
Undertakings
as fixed assets
Total
EUR
EUR
EUR
Gross book value – opening balance
791.412.155,19
100.690.243,58
892.102.398,77
Additions for the period
70.000.000,00
-
70.000.000,00
Transfer of participations
100.690.243,58
(100.690.243,58)
-
Gross book value – closing balance
962.102.398,77
-
962.102.398,77
Accumulated value adjustment –
-368.874,98
-
-368.874,98
opening balance
Allocation of value adjustments for the
-178.949.691,42
-
-178.949.691,42
period
Reversals of value adjustments for the
368.874,98
-
368.874,98
period
Accumulated value adjustment –
-178.949.691,42
-
-178.949.691,42
closing balance
Net book value – opening balance
791.043.280,21
100.690.243,58
891.733.523,79
Net book value – closing balance
783.152.707,35
-
783.152.707,35
During the year, tonies Issuance GmbH & Co. KG and tonies I Advisors GmbH & Co. KG were merged
into tonies Advisors Verwaltungs-GmbH via accretion. Subsequently, tonies Advisors Verwaltungs-
GmbH was merged into tonies Holding GmbH. Furthermore, the Company contributed its participations
in tonies Beteiligungs GmbH in exchange for additional shares in tonies Holding GmbH.
The Company also made an additional capital contribution to the free capital reserve of tonies Holding
GmbH in the amount of EUR 70.000.000,00.
Shares in affiliated undertakings in which the Company holds at least 20% share capital are as follows:
Name of
Registered
Ownership %/
Net book Last balance
Net equity as Profit/(Loss) as
undertakings
office
Contribution
value
sheet date
at 31/12/2022
at 31/12/2022
EUR
EUR*
EUR*
tonies Holding GmbH
Hamburg,
100%
783.152.707,35
31/12/2022 437.687.136,51
1.109.101,74
Deutschland
(*) Unaudited Standalone accounts.
For the period ended 31 December 2022, the Management Board recognised a permanent value
adjustment within financial assets amounting to EUR 178.949.691,42 (2021: EUR 368.874,98). The
previous year value adjustments were reversed as it relates to tonies Issuance GmbH & Co. KG, tonies
I Advisors GmbH & Co. KG and tonies Advisors Verwaltungs-GmbH that were merged into tonies
Holding GmbH.
- 21 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
4. DEBTORS
Debtors due and payable within one year are composed of the following:
Total
Total
31/12/2022
31/12/2021
EUR
EUR
Amounts owed by affiliated undertakings
537.225,26
290.000,00
Other debtors
9.827,33
107.699,21
Total
547.052,59
397.699,21
5. OWN SHARES
On 26 November 2021, the Company acquired 5.885 of its class A shares at EUR 10,00 per share as
requested by the shareholders in connection with the tonies Business Combination.
On 9 December 2021, the Company acquired 16.400.000 of its class A shares at EUR 0,016 per share
to be used in case of the exercise of the class A and B warrants or to cover other equity-linked
instruments and ESOP.
On 28 November 2022, the Company delivered 1.375.604 of its class A shares held in treasury (acquired
for EUR 26.936,24) for the settlement of exercised employee share options (See Note 15) against
payment of an amount of EUR 22.009,66 corresponding to the par value of these shares. This
transaction resulted in a loss of EUR 4.926,58..
No. of own shares
Total
EUR
Opening balance
16.405.885,00
321.250,00
Reissuance of treasury shares (Note 15)
-1.375.604,00
-26.936,24
Ending balance
15.030.281,00
294.313,76
- 22 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
6. CAPITAL AND RESERVES
Movements during the year are as follows:
Reserves
provided
Other
Share
for by the
Other non-
Profit or loss Profit or loss for
available
Subscribed
premium Reserve for
articles of
available
for brought
the financial
Reserves
capital
account own shares association
reserves
forward
year
Total
EUR
EUR EUR EUR
EUR
EUR
EUR
EUR
Opening balance
1.837.561,36 908.444.888,64 321.250,00 262.400,00
-
9.700.000,00
-
-21.787.733,92
898.778.366,08
Issuance of 12.000.000
class A shares
192.000,00 59.808.000,00
-
-
-
-
-
-
60.000.000,00
Conversion of 7.500.000
class B shares to A
shares
-
-
-
-
-
-
-
-
-
Allocation of previous
year’s results to profit or
loss brought forward
-
-
-
-
-
-
-21.787.733,92
21.787.733,92
-
Other movements*
-
-
-26.936,24
-
26.936,24
-
-
-
-
Results for the financial
year
-
-
-
-
-
-
-
-184.877.597,83 -184.877.597,83
Closing balance
2.029.561,36 968.252.888,64 294.313,76
262.400,00 26.936,24 9.700.000,00 -21.787.733,92 -184.877.597,83
773.900.768,25
*Reserve for own shares was aligned to the value of own shares (see Note 5)
- 23 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
Subscribed Capital and Share premium
A. Class B shares
As at 31 December 2021, the Company has 7.500.000 Class B Shares issued and outstanding which
are not part of the private placement and are not listed on a stock exchange.
On 28 November 2022, the business day following the anniversary of the business combination, the
7.500.000 class B shares were converted into class A shares at a ratio of one class B share for one
class A share.
B. Class A shares
As at 31 December 2021, the Company has 107.347.586 class A shares issued and outstanding with a
par value of EUR 0,016, and International Securities Identification number (“ISIN”) LU2333563281.
In November 2022 (first closing on the 9th, second closing on the 29th), the Company issued 12.000.000
class A shares at EUR 5,00 per share with total proceeds of EUR 60.000.000,00. The proceeds werr
allocated to the subscribed capital in the amount of EUR 192.000,00 and to the share premium for
EUR 59.808.000,00.
As at 31 December 2022, the subscribed capital of the Company amounts to EUR 2.029.561,36 (2021:
EUR 1.837.561,36) represented by 126.847.586 class A shares without nominal value. The authorized
capital, excluding the issued share capital, is set at EUR 10.033.894,64 consisting of 627.118.414 class
A shares without nominal value.
Legal reserve
In accordance with Luxembourg law, the Company is required to allocate a minimum of 5% of its net
profits for each financial year to a legal reserve. This requirement ceases to be necessary once the
balance on the legal reserve reaches 10% of the subscribed capital. The legal reserve is not available
for distribution to the shareholders.
Reserves for own shares
The Company purchased its own shares during the year as shown in the balance sheet as Own shares
(see Note 5). Accordingly, the Company has provided a non-distributable reserve in accordance with
the Luxembourg law for an amount equivalent to the acquisition cost.
Reserves provided for by the articles of association - Warrant reserve
Pursuant to Article 29 of the amended Articles of Association, the Management Board shall create a
specific reserve in respect of the exercise of any class A warrants or class B warrants issued by the
Company (the “Warrant reserve”) and allocate and transfer sums contributed to the share premium
and/or any other distributable reserve of the Company to such Warrant reserve. The Management
Board may, at any time, fully or partially convert amounts contributed to such Warrant reserve as
payment for the subscription price of any class A shares to be issued further to an exercise of class A
warrants or class B warrants issued by the Company. The Warrant reserve is not distributable or
convertible prior to the exercise, redemption or expiration of all outstanding class A warrants and class
B warrants and may only be used as payment for the class A Shares issued pursuant to the exercise
of such class A warrants and class B warrants; thereupon, the Warrant reserve will be a distributable
reserve.
As at 31 December 2022, the warrant reserve amounted to EUR 262.400,00 (2021: EUR 262.400,00).
- 24 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
Other reserves
A. Available reserves
During the year, the amount of other reserves available for distribution increased by EUR 26.936,24
due to the reissuance of treasury shares for the settlement of employee options (see Note 15).
B. Non-available reserves
Non-available reserves refer to the class A and B warrants.
Class A warrants
On 29 April 2021, the Company had issued 10.000.000 class A warrants (the “Class A warrants”)
together with the class A shares (together, as “Unit”) for an aggregate price of EUR 10,00 per Unit,
each unit comprising one class A share and one third of a Class A Warrant. The nominal subscription
price per Class A warrant was EUR 0,01. Class A warrants has ISIN code of LU2333564099. Each
Class A warrants entitles its holder to subscribe for one class A share, with a stated exercise price
of EUR 11,50, subject to customary anti-dilution adjustments. Holders of Class A warrants can
exercise the warrants on a cashless basis unless the Company elects to require exercise against
payment in cash of the exercise price.
As at 31 December 2022, the value of the other reserves related to class A warrants is
EUR 100.000,00 (2021: EUR 100.000,00).
Class A warrants may only be exercised for a whole number of class A shares. Class A warrants will
become exercisable 30 days after the completion of a business combination. Class A warrants expire
five years from the date of the consummation of the business combination (26 November 2026), or
earlier upon redemption or liquidation. The Company may redeem Class A warrants upon at least 30
days’ notice at a redemption price of EUR 0,01 per Class A warrant if (i) the closing price of its class
A shares for any 20 out of the 30 consecutive trading days following the consummation of the
business combination equals or exceeds EUR 18,00 or (ii) the closing price of its class A shares for
any 20 out of the 30 consecutive trading days following the consummation of the business
combination equals or exceeds EUR 10,00 but is below EUR 18,00, adjusted for adjustments as
described in the section of redemption of warrants in the prospectus. Holders of Class A warrants
may exercise them after the redemption notice is given.
Class B warrants
On 16 April 2021, the sponsor and co-sponsors have subscribed for an aggregate of 5.500.000 class
B warrants at a price of EUR 1,5 per warrant (the “Sponsor Capital At Risk”) and an aggregate price
of EUR 8.250.000,00. The sponsor agreed to set off EUR 45.500,00 of the shareholder loan against
the subscription price of the class B warrants. The proceeds from the class B warrants were intended
to be used to finance the Company’s working capital requirements, private placement, and listing
expenses (except for fixed deferred underwriting fee which shall be paid from the escrow account),
and due diligence cost in connection with the business combination.
On the same date, the sponsor and co-sponsors have additionally subscribed for 900.000 class B
warrants (together with the 5.500.000 class B warrants representing the Sponsor Capital At Risk, the
“Class B Warrants”), at a price of EUR 1,5 per warrant and for an aggregate price of
EUR 1.350.000,00 (the “Additional Sponsor Subscription”). The proceeds from this Additional
Sponsor Subscription were intended to be used to cover the negative interest, if any on the cash
held in escrow. For any excess portion of the Additional Sponsor Subscription remaining after the
consummation of the business combination and any redemption of class A shares, the sponsor and
co-sponsors had the option to:
i) elect to either request repayment of the remaining cash portion under the Additional Sponsor
Subscription by redemption of the corresponding number of class B warrants subscribed for under
the Additional Sponsor Subscription; or
- 25 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
ii) not to request repayment of the remaining cash portion of the Additional Sponsor Subscription
and to keep the class B warrants subscribed under the Additional Sponsor Subscription.
The Company did not request repayment of the remaining cash portion on the Additional Sponsor
Subscription at the closing of the tonies Business Combination.
Class B warrants are identical to the Class A warrants underlying the Units sold in the private
placement, except that the Class B warrants are not redeemable and may always be exercised on a
cashless basis while held by the sponsor and the co-sponsors or their Permitted Transferees (defined
in the prospectus). Class B warrants are not part of the private placement and are not listed on a
stock exchange.
As at 31 December 2022, the value of the other reserves related to class B warrants is
EUR 9.600.000,00 (2021: EUR 9.600.000,00).
7. PROVISIONS
Starting in 2022, the Company has implemented a share-based payment compensation scheme for
eligible employees of tonies US, Inc., an affiliate of the Company, in the form of virtual stock options.
The scheme is entirely cash-settled with an option of equity settlement.
The scheme has a vesting period of 48 months and cliff period of 12 months. It includes a certain number
of fixed, virtual shares. In individual cases, it includes a certain number of shares that vest if performance
conditions, such as sales targets, are achieved.
As at 31 December 2022, the scheme involves 19 management employees. As of 31 December 2022,
no vesting has taken place.
For two beneficiaries, the program is partly dependent on certain milestones to be reached in local
businesses. These components are treated as time-based options for simplification.
As at 31 December 2022, EUR 1.692.638,00 (2021: nil) was recognised as provisions under this share-
based payment compensation scheme. The fair value has been calculated using the Black-Scholes
model.
8. CREDITORS
Creditors are composed of the following:
Due within
Due more
one year than one year
and within
Total
Total
five years
31/12/2022
31/12/2021
EUR
EUR
EUR
EUR
Convertible notes
243.835,61 10.000.000,00 10.243.835,61
-
Trade creditors and accruals
536.691,11
-
536.691,11
4.434.785,31
Amounts owed to affiliated
212.160,00
-
212.160,00
212.160,00
undertakings
Other creditors
240.345,54
-
240.345,54
9.077,81
Total
1.233.032,26 10.000.000,00 11.233.032,26
4.656.023,12
- 26 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
Convertible notes
On 1 July 2022 (the “First Closing Date”), the Company issued convertible notes with an aggregate
principal amount of EUR 10.000.000,00, with two EUR 10.000.000,00 upsize options. On the First
Closing Date, only EUR 10.000.000,00 has been drawn with a denomination of EUR 100.000,00 each.
The remaining EUR 20.000.000,00 can only be drawn up until 15 December 2022. The convertible notes
has a maturity date on 1 July 2027 and are convertible to the Company’s class A shares at the option
of the holder. The convertible notes can be converted at any time from the closing date until the 5th
business day prior to the maturity date. The Company may at the earliest on the second anniversary of
the closing date and at the latest on the 10th business day prior to the Maturity Date, redeem all, but not
some only, of the outstanding notes on giving not less than 30 nor more than 60 days prior to the
redemption date notice to the holder. In the case such notice is given and to the extent the notes have
not been converted, the Company will redeem the notes on the redemption date at 110% of their
principal amount plus accrued interest. The convertible notes has a conversion premium of 25,00%
above the volume weighted average price of the tonies class A shares on XETRA during the five trading
days period that ended on 23 June 2022. The convertible notes bear interest at the rate of 5,00% per
annum for the first EUR 10.000.000,00 and is payable annually in arrears on each anniversary of the
closing date. As at 31 December 2022 the interest accrued amounted to EUR 243.835,61.
The convertible notes are unsecured and unsubordinated obligations of the Company.
9. OTHER EXTERNAL EXPENSES
Other external expenses are composed of:
From 01/01/2022 From 29/03/2021
to 31/12/2022
to 31/12/2021
EUR
EUR
Underwriting fees
-1.150.000,00
-11.532.000,00
Insurance expenses
-515.827,13
-426.102,78
Legal fees
-487.732,74
-2.276.526,55
Audit fees
-346.804,99
-370.601,41
Accounting and administration fees
-150.640,63
-348.024,13
Advisory fees
-
-4.575.000,00
Tax advice fees
-
-217.154,49
Other professional fees
-466.101,44
-867.296,48
Notary fees
-104.478,30
-16.427,75
Bank charges
-53.549,59
-8.532,01
Agency fees
-20.000,00
-123.900,00
Other expenses
-54.097,29
-29.072,08
Total
-3.349.232,11
-20.790.637,68
The total audit fees paid are as follows:
From 01/01/2022 From 29/03/2021
to 31/12/2022
to 31/12/2021
EUR
EUR
Statutory audit of the annual accounts
-254.929,99
-126.000,00
Audit-related fees*
-91.875,00
-244.601,41
Total
-346.804,99
-370.601,41
*2021: not included above are audit-related fees amounting to EUR 89.655 are capitalized as directly attributable costs on the
acquisition of tonies Holding GmbH and tonies Beteiligungs GmbH
- 27 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
10. OTHER OPERATING EXPENSES
Other operating expenses are composed of:
From 01/01/2022 From 29/03/2021
to 31/12/2022
to 31/12/2021
EUR
EUR
Operating provisions (see Note 7)
-1.692.638,00
-
Directors’ fees
-527.500,00
-258.500,00
Non-refundable VAT
-440.083,03
-
CSSF fees
-
-266.729,00
Listing fees
-36.272,27
-72.617,14
Other expenses
-10,10
-
Total
-2.696.503,40
-597.846,14
11. OTHER INTEREST AND SIMILAR EXPENSES
Other interest and similar expenses are composed of:
From 01/01/2022 From 29/03/2021
to 31/12/2022
to 31/12/2021
EUR
EUR
Loss on own shares
-4.926,58
-
Interest on convertible notes (see Note 8)
-243.835,61
-
Other financial charges
-20.147,30
-30.375,12
Total
-268.909,49
-30.375,12
12. STAFF
The Company did not employ any staff during the financial year ended on 31 December 2022 (2021:
nil).
13. EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY
BODIES AND COMMITMENTS IN RESPECT OF RETIREMENT PENSIONS FOR FORMER
MEMBERS OF THOSE BODIES
The Company granted emoluments amounting to EUR 527.500,00 (See Note 10) to the supervisory
board members during the year ended 31 December 2022 (2021: EUR 258.500,00). The Company has
no commitments in respect of retirement plans to members of its management and supervisory board
during the financial year ended on 31 December 2022 (2021: nil).
14. ADVANCES AND LOANS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND
SUPERVISORY BODIES
The Company did not grant any advances or loans to members of its Management Board during the
financial year ended on 31 December 2022 (2021: nil).
- 28 -
tonies SE
Notes to the annual accounts for year ended 31 December 2022
(Expressed in EUR)
15. OFF-BALANCE SHEET COMMITMENTS
On 26 November 2021 (the grant date), tonies SE has implemented an equity-settled stock option plan
(“ESOP”) in favor of Höllenhunde GmbH for the subscription of 2.751.208 class A shares of the
Company at notional value equal to their par value. A vesting period of 24 months with a cliff period of
12 months had been agreed.
During the year, tonies SE delivered 1.375.604 of its class A shares held in treasury to Höllenhunde
GmbH against the payment in cash by the latter of an amount equal to the notional value of those class
A shares.
As at 31 December 2022, the staff costs estimated in relation to this ESOP are EUR 24.538.974,00
(2021: EUR 2.154.772,00). The fair value at the grant date of the ESOP has been calculated using the
Black-Scholes model. There are no payouts from this plan.
On 28 June 2022, the Company entered into a credit facility agreement as a guarantor and is jointly
liable with tonies GmbH for a total amount of EUR 11.5m.
16. MACROECONOMIC AND GEOPOLITICAL RISKS
The current macroeconomic situation remains challenging particularly due to ongoing effects from
Covid-19, especially in China, and the war in Ukraine. The consequences include deteriorating
consumer sentiment as a result of high inflation, especially due to rising commodity and energy prices,
limited availability of raw materials and freight capacities, and the EUR devaluating against the USD.
Management is monitoring the situation closely and prepared to respond flexibly depending on what the
situation requires. Management assessed that these risks does not negatively affect the Company’s
ability to continue as going concern at of the date of this report.
17. SUBSEQUENT EVENTS
There are no other significant subsequent events after balance sheet date, other than those disclosed
in herein.
- 29 -