Dato for ledelsens godkendelse af årsrapporten:2023-03-23
Ledelsespåtegning:Management’s Statement
Beskrivelse af usikkerhed ved indregning eller måling:GOING CONCERNRetaining sufficient liquidity and capital to withstand market pressuresremains central to the Company’s strategy. The cash flows from thesubsidiaries in the group have developed in line with expectations in2022 and the Company is well positioned for future growth. However,there is still uncertainty attached to how cash flow will develop infuture. Specifically, impacts of unknown events on the operationalcapacity of the business, access to liquidityand capital, contractualobligations, asset valuations, other critical accounting judgements,forecast uncertainty and how these can affect liquidity have beenconsidered. The Company will need to raise capital during 2023 to fully support itsexpansion and growth plans. Additionally, the Company also hasaccess to loan facilities and has investments that could be sold toraise other forms of liquidity if a capital raise was delayed during theyear. The Company has had interest expressed by investors, both oldand new in participating in a fund raise in the future.
Oplysning om usædvanlige forhold:PRIOR YEAR ADJUSTMENTThrough a review of the 2021 financial statements, and subsequent questioning by theErhvervsstyrelsen (Danish Business Authority), the company has been inadequately able to explaincertain accounting or reporting decisions and disclosures made, and therefore has had to restate the2021 financial statements. Four key errors were found in relation to'-The reverse acquisiton of Npinvestor. com A/S by Blockbonds AS'-The valuation of Kazang Zambia Limited'-The sale of CPH Crypto A/S to JengaX AS'-The acquisiton of JengaX AS shares during the period'- The revenue generated by Kazang Zambia post acquisition to be on a net basis under the agent-principle principals of revenue accounting. The revenue was shown on a gross basis in the 2021financial statements. '- The company has finalised its purchase price allocation for it’s share of the fair value of theassets acquired as part of the Kazang ZambiaAcquisition. It has reduced the goodwillrecognised, and the value of goodwill has been allocated to the intangible asset balance,recognising the fair value of the agent network, and branding of Kazang Zambia. Reverse Acquisiton of NPInvestor. com A/S by Blockbonds ASThe company had used the residual value of the transaction to calculate the goodwill on thetransaction, as it had not identified any specific assets that could be recognised at their fair value,outside of goodwill. The company should have applied IFRS 3 B. 20 for guidance, which directs the company to calculatehow many shares it would have had to issue, to acquire the company at an arms length transaction,if it were to be an ordinary subsidiary of the group. This has resulted in the group recognising t. DKK4,196 of goodwill, rather than the original value of t. DKK 3,421. Acquisiton of Kazang Zambia LimitedThe company had calculated the consideration of the shares issued at the date of the signing of thecontract, where the shares had a market value of DKK 2. 16 each, giving a total value of equitygranted of m. DKK 23. Due to a typographical error within the accounts, this was stated as m. DKK30. 8 of equity granted. However provisions within the sale contract stated that the sale was not to be completed until thesellers were able to trade the shares that they had received as part of the transaction, which occuredon 4 November 2021. At this date, the shares had a market value of DKK 0. 468, resulting in totalconsideration of m. DKK12. 7, being m. DKK 7. 9 in cash and m. DKK 4. 8 in the fair value of issuedequity at the date of the contract competion. Sale of CPH Crypto A/SThe company had omitted including the recievable from JengaX AS for the sale of CPH Crypto inboth it’s Statement of Financial Position and Statement of Comprehensive income. The value ofservices receivable was m. NOK 43. 2 (m. DKK 31. 6). Acquisiton of shares in JengaX AS. The company had disclosed that is had purchased 947,965 shares in JengaX AS from related parties, at avalue of NOK 0. 1 each, and that this was considered to have been entered into on pricing at a market basis. The company did not acquire these shares on a market basis principle, due to the relationship held with therelated parties, but acquired them at a nominal value of each share, which was below the fair value. Total impact to the financial statements as a result of the restatementDKK ‘0002021Adjustments to Statement of Financial PositionAdjustment to goodwill on acquisition of - NPIinvestor. comAdjustment to goodwill on acquisition of Kazang- 17. 764 Zambia LimitedDerecognition of remaining goodwill after adjustments- 13. 095 on acquisition of KazangZambia LimitedRecognition of fair value of intangible assets on 28. 022 acquisition of / investment in KazangZambia LimitedAdditional amortisation expense on Npinvestor. com - goodwillAmortisation expense on acquired intangible assets in- 467 KazangZambia LimitedReversal of amortisation on KazangZambia goodwill 474 Adjustment for the receivable on the sale of CPH Crypto 31. 671 A/SShare Premium / Retained Earnings* 17. 764 Reverse Acquisition reserve - DKK ‘0002021Adjustments to Income StatementReduction in revenue - Reduction in cost of sales - Additional amortisation –NPInvestor. com - Additional amortisation –Intangible assets Kazang 467 Zambia LimtiedReversal of amortisation –KazangZambia Limited- 474 goodwillProceeds from the sale of CPH Crypto- 31. 671 Gain on bargain purchase –KazangZambia Limited- 14. 927 Total- 46. 605 There has been no tax impact as a result of the restatement. *Share Premium was transferred to Retained Earnings at the end of the 2021 Financial Year.
Statement by Management on the annual report
Identifikation af den godkendte årsrapport:The Board of Directors and the Executive Board have today discussed andapproved the Annual Report of SPENN Technology A/S for the financial year1 January –31 December 2022.
Management's review
Beskrivelse af virksomhedens væsentligste aktiviteter:PRINCIPAL ACTIVITIESSPENN Technology A/S (“The Company”) is a public companyincorporated under the laws of Denmark, CVR no. 26 51 81 99. TheCompany’s principal activities are development, maintenance, licensing orsale of IT-systems and consultancy services. Furthermore, the Companyintend to invest in companies which can enhance demand of itsdeveloped software and IT-systems or companies providingcomplimentary services. The Company isalso financial media through itssubsidiary Netposten A/S. The Company has been listed on Nasdaq FirstNorth Growth Market Denmark since 17 January 2018. Kazang Zambia is an agnostic bank and wallet provider and B2B supplierof vendor terminals to agents and merchants used to process mobilemoney payments. 60% of Kazang Zambia was acquired by SPENNTechnology A/S on 4 November 2021.
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