Ordina N.V. is the holding company of the Ordina Group and owns several subsidiaries. Through the subsidiaries, Ordina operates as the largest independent IT-services supplier in the Benelux.
The company has issued 93,26 million ordinary shares, no preference shares and 1 priority share. Of the ordinary shares 45% are held by 7 major shareholders, including 1 dominant shareholder owning 15% to 20%: Jan Niessen (also member of Ordina’s supervisory board per November 2015). The priority share is held by Stichting Prioriteit Ordina Groep.
A - The fraud allegations from the period 2014-2015 have all been settled. And although this led to serious reputational damage, it is not considered to be of future relevance for the current valuation.
B - As mentioned in paragraph 3.1.1. a new law will be implemented in the Netherlands per 2021. This law might have a large impact, as it affects approximately one-third of Ordina’s project hours that currently can’t be executed by its own employees. It is possible that Ordina will become responsible for social security fees and taxes of their small independent contractors. This impact will be included in the forecasts that are illustrated further in chapter 7.
C - Ordina issued one priority share, which is held by Stichting Prioriteit Ordina Groep. According to the articles of Ordina’s association, this construction should be considered a protective measure that is in place to protect the company from any acquisition of control over the company.
In practice this measure will limit the possibilities to acquire Ordina, which can have a negative impact for Ordina’s shareholders in a transactional setting.
A – Ordina operates in the Netherlands, Belgium and Luxembourg and pays income taxes in all three countries. Hence the statutory tax rate is a blended rate based on taxes paid (30,0% in 2018).
B - Changes in Dutch legislation lowered future corporate income tax rates in the Netherlands to 22,55% per 2020 and to 20,50% per 2021.
Year-end 2018, Ordina had loss carryforwards totaling €42.3m. Based on these, Ordina recognized a deferred tax claim of €9.0m. The changes in income tax rates led to an impairment of deferred tax assets of €2.2m.
C - IFRS 16 requires Ordina per 2019 to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Up until the annual report of 2018 this recognition hasn’t been implemented at Ordina and the majority of its peers. This report won’t include the impact of this new accounting rule, as the impact on equity value is nihil.