Finanser / Financial overview

Financial overview

The financial information presented in this section represents selections of Numisbing’s reviewed consolidated financial statements for the fiscal year 2018 which comprises 1 January 2017 – 31 December 2017 and the fiscal year 2019 which comprises 1 January 2018 – 31 December 2018. Numisbing’s complete financial statements have been reviewed for 2017 and 2018, and can be found on its website, (www.numisbing.com).

The parent company, Numisbing AB, is situated in Sweden and applies Swedish Code of Obligations. There are no material deviations for accepted accounting principles in U.A.E.

Numisbing will from 2019 apply Swedish GAAP K3, however, this not expected to have any material effects on the financial statements.

Key financials

  • 194% organic net revenue growth in YTD December 2018 compared to YTD December 2017 mainly derived from strong growth in the increased interest in the company’s products.
  • Compound Annual Growth Rate is attributable to organic growth.
  • A 275% increase in Gross Profit mainly attributable to strong sales growth and low marginal costs and constantly monitored margins to ensure target 20% Gross Profit achieved.

Income Statement

Note 2018 2017
USA dollar (USD) Audited Audited
Revenue 17 4,063,649 2,092,618
Direct expenses 18 (3,333,844) (1,827,931)
Gross profit 729,805 264,687
Other income 19 25,487 10,023
General and administrative expenses 20 (168,896) (117,976)
Depreciation and amortization 22 (5,063) (6,178)
Fair value changes on investment in numismatic assets 7 32,275 245,575
Profit from operations 613,608 396,131
Finance cost 23 (19,069) (12,045)
Managerial remuneration 24 (120,426) (15,700)
Profit for the year 474,113 368 386
Total comprehensive income for the year 474,113 368 386

Balance Sheet

USA dollar (USD) Note 2018 2017
Assets
Non-current assets
Property and equipment 5 2,630 4,901
Intangible assets 6 32,893 35,371
Due from related parties – non- current 8.1 469,254 297,797
Total non-current assets 504,777 338,069
Current assets
Investment in numismatic assets 7 492,587 452,650
Due from related parties – current 8.1 80,477
Accounts and other receivables 9 606,251 163,221
Other financial assets 10 4,898 4,898
Cash and cash equivalents 11 53,116 24,710
Total current assets 1,156,852 725,956
Total Assets 1,661,629 1,064,025
Equity and Liabilities
Equity
Share capital 1 356,919 356,919
Capital contribution 12 347,555 704,820
Statutory reserve 13 40,816 40,816
Retained earnings 474,113 1,139,073
Shareholders’ current account (1,430,000)
Total equity 1,219,403 811,628
Non-current liabilities
Borrowings – non-current 14 108,073 50,564
Provision for employees’ end of service indemnity 15 5,029 3,898
Total non-current liabilities 113,102 54,462
Current liabilities
Accounts and other payables 16 293,879 157,623
Borrowings – current 14 35,245 40,312
Total current liabilities 329,124 197,935
Total Liabilities 442,226 252,397
Total Equity and Liabilities 1,661,629 1,064,025

Notes

1. Establishment and operations

Numisbing Limited (the Company) is registered with the Ras Al Khaimah International Corporate Centre (RAKICC), United Arab Emirates, as an Offshore Company under registration number ICC 20172004 on December 7, 2017.

During the financial year 2017, the directors decided to re-domicile the company from British Virgin Island to the Territory of United Arab Emirates along with a shareholding change of some of the shareholders’ shares. This process was completed on December 7, 2017 and the Company got registered with the Ras Al Khaimah International Corporate Centre (RAKICC), United Arab Emirates, as an International Business Company under registration number ICC 20172004.

The re-domiciled company is authorised to issue a maximum of 50,000,000 ordinary shares of a single class with USD 0.01 par value. The management has passed resolutions for issuing share capital of USD 356,919/- divided into 35,691,760 shares of USD 0.01/- each, legalised on January 18, 2018. The registered office of the Company is 106, Al Nayeli Building, Hor Al Anz East, Dubai, PO Box 94895, United Arab Emirates.

Activity

The principal activity of the Company is trade, invest and auction of numismatic, philatelic, other collectibles and other valuable arts and antiquities, trade in support products, including but not limited to supplies and publications, providing grading services by own or through third party, providing consultancy services in the related field and conducting and supporting related exhibition and events.

Numisbing Limited and its subsidiary (the Group) consists of the Company (the Parent), and the following subsidiary established under the UAE Federal Law No. 2 of 2015, on October 07, 2012, under License No. 677224.

Adoption of new and revised International Financial Reporting Standards and interpretation
Standards and interpretations effective in the current year
The Group has adopted the following new and amended IFRS’s in these financial statements.

IFRS 9- Financial Instruments (Replacement of IAS 39)
IFRS 15- Revenue from Contracts with Customers
IFRS 2 Classification and Measurement of Share-based Payment Transactions – Amendments to IFRS 2.
 Amendments to IFRS 4 Insurance Contracts: Relating to the different effective dates of IFRS 9 and the forthcoming new insurance contracts standard.
Transfers of Investment Property (Amendments to IAS 40) Annual Improvements to IFRS Standards 2014 – 2016 Cycle amending IFRS 1 and IAS 28
IFRIC Interpretation 22 Foreign Currency Transactions and Advance Considerations

Basis of presentation and significant accounting policies

These consolidated financial statements have been prepared in accordance with and comply with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) and the requirements of Implementing Regulations 1/99 pursuant to Law No.2 of 1986, amendment No. 15 of 1998 of the UAE Federal Law No. 2 of 2015.

Significant accounting judgments and key source of estimation uncertainty

In the process of applying the Group’s accounting policies, which are described in Note 3 to the Consolidated Financial statements, management has made the following judgments that have the most significant effect on the amounts recognised in the Consolidated Financial statements.

Financial instruments and risk management

Currency risk exposure
The Group’s currency risk exposure relates to the exposure to the fluctuations in the foreign currency rates. There is no significant impact on AED as the UAE Dirham is pegged to the USD.

TURNOVER USD ´000

TURNOVER USD ´000

Swedish tax issues

The following overview summarises some questions regarding Swedish taxes pertaining to the offering of issued shares for private persons and limited liability companies who hold tax residence in Sweden, assuming no other address has been provided. The summary is based on current legislation and only provides general information surrounding the Offer. The overview does not cover the following:

  • Shares held as current assets in business operations, or shares held by trading companies.
  • Special rules pertaining to tax-free capital gains (including non-deductible losses) and dividends within the business sector that could be applicable when the investor holds shares in the Company that are deemed to be owned for business ends (for tax purposes: business related shares).
  • Special rules that may in some cases be applicable for shares in companies that are or have been so-called closely held companies, or shares that have been realises with the aid of such shares.
  • Special tax rules surrounding assets that can be owned through investment savings accounts.
  • Moreover, certain tax rules are applicable for some types of companies that are shareholders. The tax treatment of each individual shareholder depends in part on said shareholder’s particular circumstances. Each shareholder is advised to consult with an independent tax consultant on tax consequences in terms of unique circumstances that could arise for them through the Offer, including the applicability and effect of foreign rules and double taxation agreements.

Individuals tax domiciled in Sweden

Private persons
Capital gains taxation
For private individuals resident in Sweden for tax purposes, capital income such as interest income, dividends and capital gains on listed shares is taxed in the capital income category. The tax rate in the capital income category is 30 per cent.
Capital gains and capital losses are calculated to equal the difference between the proceeds received when the shares are sold or redeemed, after deduction for potential sale expenses, and the acquisition cost for tax purposes. The acquisition cost for listed shares is normally determined according to the “average method”. This means that the cost of acquiring all shares of the same type and class as the divested share are added together and calculated collectively, with respect to changes to the holding. Alternatively, the “standard method”, according to which the acquisition cost is deemed to be equal to 20 per cent of the net proceeds received when the shares are sold or redeemed, may be applied. BTA-shares (paid and subscribed shares) are not deemed to be of the same type and class as the original shares until the issue has been registered.

Capital losses on listed shares may be fully deductible against taxable capital gains on shares the same fiscal year. The loss is also deductible against gains on other listed securities that are taxed in the same manner as shares (however, not against gains on participations in investment funds containing Swedish receivables only, Sw. räntefonder). Capital losses not absorbed by these set-off rules are deductible at 70 per cent in the capital income category.

Should a net loss arise in the capital income category, a reduction is granted off the tax on income from employment and business operations, as well as property tax and municipal property fees. The tax reduction is granted at 30 per cent of such net loss which does not exceed SEK 100,000 and at 21 per cent of any remaining net loss. An excess net loss cannot be carried forward to future tax years.

Dividend taxation
For private individuals resident in Sweden for tax purposes, a preliminary tax of 30 per cent is withheld on dividends from listed companies. The preliminary tax is normally withheld by Euroclear Sweden, or in respect of nominee-registered shares, by the nominee.

Allocation, exercise and sale of subscription rights
Neither allocation nor exercise of subscription rights triggers taxation. For shareholders who do not wish to exercise their subscription rights and instead sell their subscription rights, there may be a taxable capital gain. Subscription rights based on a shareholding of existing shares are deemed to be acquired for 0 SEK. The entire sales proceeds after deducting sales costs will be subject to taxation. The standard method is not applicable in this case. The acquisition cost for the original shares is not affected. For subscription rights purchased or otherwise acquired (i.e. that are not received based on a shareholding of existing shares), the price paid for the rights constitutes the acquisition cost. The acquisition cost of such subscription rights shall be taken into account when calculating the tax basis for the shares. The “standard method” may be used on disposal of listed subscription rights. A subscription right that is not exercised or sold, and thus expires, is deemed to have been disposed of at 0 SEK.

Limited liability companies
Capital gains and dividends taxation

For Swedish limited liability companies (Sw. aktiebolag) all income, including taxable capital gains and dividends, is taxed as income from business operations at a rate of 22 per cent. Taxable capital gains and capital losses are calculated in the same way as described above regarding private individuals.

Capital losses on shares may only be offset against taxable capital gains on shares and other securities taxed in the same manner as shares. If a capital loss cannot be deducted by the company which has made the loss, it may be deducted the same year from a group company’s taxable capital gains on shares and other securities taxed as shares, provided that the companies are entitled to tax consolidation (through group contributions, Sw. koncernbidrag) and that both companies so request in the tax return of the same year. A net capital loss on shares which cannot be utilised a certain year may be carried forward (by the limited liability company having made the loss) and offset in future tax years against taxable capital gains on shares and other securities taxed as shares, without any limitation in time. Special tax rules may apply to certain categories of companies or certain legal persons, for example mutual funds and investments companies.

Allocation, exercise and sale of subscription rights
Neither allocation nor exercise of subscription rights triggers taxation. For shareholders who do not wish to exercise their subscription rights and instead sell their subscription rights, there may be a taxable capital gain. Subscription rights based on a shareholding of existing shares are deemed to be acquired for 0 SEK. The entire sales proceeds after deducting sales costs will be subject to taxation. The standard method is not applicable in this case. The acquisition cost for the original shares is not affected. For subscription rights purchased or otherwise acquired (i.e. that are not received based on a shareholding of existing shares), the price paid for the rights constitutes the acquisition cost. The acquisition cost of such subscription rights shall be taken into account when calculating the tax basis for the shares. The “standard method” may be used on disposal of listed subscription rights. A subscription right that is not exercised or sold, and thus expires, is deemed to have been disposed of at 0 SEK.

Shareholders not resident in Sweden for tax purposes
Withholding tax
Shareholders who are not resident in Sweden for tax purposes and who receives dividend payments from a Swedish limited liability company are subject to Swedish withholding tax. The tax rate of 30 per cent is generally reduced due to taxation treaties that Sweden has entered into with other countries to avoid double taxation. Several double taxation treaties allow a reduction directly when the dividend is paid, provided that sufficient information exists about the recipient. The tax is normally withheld by Euroclear Sweden, or in respect of nominee-registered shares, by the nominee.

If full withholding tax has been withheld on a dividend payment to a person entitled to a reduction, a repayment can be requested at the Swedish Tax Agency until the end of the fifth year after the dividend was paid.

Capital gains taxation
Shareholders who are not resident in Sweden for tax purposes and not conducting business from a permanent establishment in Sweden are generally not liable for capital gains taxation in Sweden upon a sale of shares. However, shareholders may be subject to taxation in their state of residence. According to a domestic Swedish provision, non-Swedish tax resident individuals may be subject to Swedish capital gains taxation upon disposal of securities, if they have been residents of Sweden or have had a habitual abode in Sweden at any point during the calendar year of disposal or the ten preceding calendar years. In a number of cases, though, the applicability of this rule is limited by double tax treaties.

Risk Factors

Any investment in the Offer Shares is subject to a number of risks. The information below clarifies risk factors that are deemed to have a potential impact on the Company’s future outlook. The risks are not ranked, nor do they necessarily claim to be all-encompassing. Additional risks and uncertainties unbeknownst to the Company, or which it does not currently deem as significant, could potentially evolve to become factors that impact the Company. The description of risk factors is not exhaustive and contains only examples of such risk factors which an investor should consider together with the other information provided in this Information.

Numisbing’s operation is, like all enterprise, linked to risk. It is, therefore, essential upon assessment of the Company’s growth opportunities to also be aware of relevant risks. All invested capital could potentially be lost, and an investor should make a thorough assessment of all the information in this Memorandum in conjunction with a general assessment of surrounding global conditions. A number of factors outside of the Company’s control affects its results and financial standing, such as a multitude of factors whose effects the Company may influence through its actions. The below risk factors are deemed to be ones that could come to have the biggest impact on the Company’s future development. The listing of such conceivable risk factors should not be considered absolute or fully comprehensive, nor should they be treated as being ranked by degree of significance.

Risks related to the Company

Economic conditions and exchange rate developments

External factors of a more general nature, such as supply and demand, exchange rates, and the economic climate, could affect the Company’s operations and profitability.

Specific risks for the Company – influential shareholders

It cannot be discounted that a group of shareholders, individuals, or companies may have opportunities through their shareholdings to exercise significant influence over matters requiring the approval of shareholders at a shareholders’ meeting. Such influence could be to the detriment of other shareholders.

Operations in subsidiaries

Numisbing invests in subsidiaries, which by its nature is a capital-intensive operation to maintain. Regardless of future needs or situations, certain conditions of the equity capital market could be of great significance to the Company’s financing if such needs should arise. It is unclear whether the Company will be able to supply external equity capital when it is needed, and there is no guarantee that the supply of capital will occur on favourable terms for the Company’s shareholders. Such a development would negatively affect the Company’s development, financial standing, and results in a significant manner.

Numisbing must enhance the existing products

The Company’s continued growth will depend on the ability to continuously develop its product portfolio and to improve existing services over the competition.

The Company’s ability to sustain commercial success is subject to a number of factors such as the need to continually anticipate and respond to changes in the collectables industry.

Should the Company be unable to develop the existing product portfolio that generate meaningful revenue, the revenues could be harmed.

The Group relies on third-party vendors

The Group depends on suppliers in areas including payment processing, telecommunications, advertising, technology, banking and other service providers.

Adverse changes in law or regulation in any jurisdiction may make the provision of such key services to the Company unlawful in such jurisdictions. If one or more of these external parties do not meet its undertakings towards the Company or, if third party suppliers are unable to provide services to the Company, it could affect it’s online operations and/or its eCommerce platforms, which could harm the Numisbing brand reputation, thus result in losses of revenues, impact long-term customer loyalty and ultimately also have a material adverse impact on the Company’s operations, financial position or earnings.

In addition, third-party providers of information technology services to the Company may fail to provide services and technology in a satisfactory manner which could result in losses or disruptions in these functions and services. The Company’s ability to be compensated for these sorts of disruptions is limited since the Groups agreements with its external IT-service providers do not usually grant compensation for indirect losses, and may prove to be insufficient and not available. If any of the risks above occur, this could have a material adverse impact on the Company’s operations, earnings and financial position.

The Company is dependent on payment solutions

An important prerequisite for the Company’s operations is that Numisbing is able to provide payment solutions to its customers that meet customer payment method preferences. Deposits can be made using payment solutions such as for mobile devices, bank and credit cards, bank transfers or eWallets. Numisbing accepts deposits in several currencies, with USD, EUR and AED being the most important for the operations. The payment solution preferred by customers differs between countries and age groups and can also include various technical solutions and services that can only be used locally. Customers are demanding, to an increasing extent, that the process of withdrawing money is secure and can be provided swiftly. If the Company was to fail in offering the payment solutions and withdrawal options demanded by potential customers, it could have a material adverse impact on the Company’s operations, financial position or earnings.

In addition, the Company is dependent on the com- pliant and uninterrupted payments processed through credit card companies, banks and institutions that mediate financial transactions between the Company and its customers. Interruption to these services or failures of one or more of the credit-card companies, banks or financial institutions in one or more of the countries in which the Company operates could cause a material adverse impact on the Group’s operations, financial position or earnings.

The Company depends on its intellectual property

The Company’s business is protected by way of copyrights and trade secrets although this does not provide the same level of predictability in the scope of protection as patent protection does and may therefore be insufficient. In addition, the Company has not conducted any freedom-to-operate searches to confirm that its proprietary platform or other proprietary technology does not infringe the patents or other intellectual property rights of third parties. As a result, the Company might be subject to infringement claims and lawsuits which could be expensive, time consuming and might enjoin the Company from using its proprietary platform or any other technology that the Company uses.

The Company’s policy is to register only its key trademarks in selected jurisdictions, most notably in Europe, in large part since many of the Company’s trademarks are brand names. There is a risk that third parties will claim that names are infringing their trademark rights or that competitors or other third parties will use the names in jurisdictions which do not provide recourse for infringement of unregistered trademarks. In addition, trademark registration in various foreign countries in which the Company plans to compete may not protect its intellectual property to the same extent as do the laws in Europe.

The Company uses to a certain extent open source components in the development of its proprietary software including the technical platform. The license terms of these components may impose various obligations on the Company, including disclosure of certain of the Company’s proprietary source code if the Company fails to comply with them.

The Company also licenses various software components from third parties and incorporates them in its proprietary offerings. If the Company does not have sufficient license rights to such components it may incur substantial litigation costs, be forced to pay damages or royalties or even be enjoined from using such software components.

There is a risk that competitors or other third parties unduly attempt to utilise or infringe upon Numisbing’s intellectual property rights or that a third party could claim, and be granted, better rights to the intellectual property rights used by the Company or that the Company has previously used and considers (or has considered) to be its own, which could lead to a claim for compensation and claim for discontinuation of use being submitted to the Company. If the Company were to be unsuccessful in defending itself against such claims, this could result in a material adverse impact on the Group’s operations, earnings and financial position.

Currency risks

The Company owns shares and holdings that are denominated in foreign currencies. This means the Company, upon conversion of these holdings to Swedish kronor (SEK), is affected by currency exposure that could impact the value in SEK, depending on how the foreign currencies are traded in relation to SEK.

The Company’s revenues are subject to exchange rate changes. The Group’s profits from the sale is tied to the European euro (EUR) and US dollar (USD), while most of the Group’s operating costs are accounted for in the UAE dirham (AED). Subsequently, the appreciation of the UAE dirham against the European euro and US dollar could negatively affect the Group’s margins if the EUR/USD value for its AED-denominated costs increase. Fluctuations in the currency market could significantly and negatively impact the Company’s operations, financial standing, and results. The Company does not at present hedge any of its holdings in foreign currencies. External capital may be acquired in different currencies, but will be converted and accounted in SEK.

Interest rate risk

The Company may in the future, to some degree, need to finance its operations through borrowing. The net interest expense is affected of the amount of funding chosen at any given time, with fixed or fixed interest rates in relation to changes in market interest rates. The effects of changes in interest rates on the Company’s profit margin depend on the binding periods of the loans and investments. Potential interest rate hikes in the future could increase interest payments, which could subsequently affect the Company’s profits and future investments in a negative manner.

Risks pertaining to investments in other companies, disputes, and more

Completing investments and divestments of securities, such as shares and holdings in other companies, always carries a certain risk. From one period to the next, Numisbing could experience heightened exposure to risk against specific investments or specific markets or industries. The company can make investments in shares and other securities, such as debt receivables, in startup operations and consequently assets that are more or less liquid, which means the Company could in essence have assets of a liquid nature where the general market conditions can hinder the completion of divestments in the first place, or on favourable terms. The Company has a responsibility as part of its operations to manage and mitigate business risks by creating a diversified portfolio of investments where the investments benefit from listed and unlisted holdings, different industries, and to some extent, different countries, in addition to investments at different maturity stages for the Company. Furthermore, the Company’s organisation should follow and analyse the development of holdings so that it can promptly identify, take charge off, and handle opportunities, risks, and problems.

Credit risks

As a rule, excess liquidity is preserved within a bank account, or invested into a savings account or day loan based on current conditions.

Appropriations for debt receivables are accounted based on individual assessments of every counter- party’s purchasing power. If a counter-party should go bankrupt, this could have significantly negative effects on the Group’s operations, financial standing, and results.

Dependence on key persons and employees

The Company’s operation is to a large extent reliant on the knowledge of a select few key individuals. A prerequisite for the operation’s future is to maintain, and when necessary, recruit new key persons. There is steep competition for personnel within the Company’s sector and industry. A shortage or inability to hire qualified personnel could affect the operation’s future development negatively. A loss of key employees could seriously damage the Company’s operation pertaining to profit-generating capabilities and even its lifespan.

Tax conditions

Numisbing’s tax-related results differ from the accounting-related results, as the Company continues to evaluate its balance sheets accurately with respect to financial instruments. Since laws and interpretations thereof concerning taxation can change, the Company is at any given time exposed to changing rules and judgments that could mean higher taxation costs. Higher taxation costs would affect the Company’s accounted results and payout capabilities.

Future investments

Numisbing’s value growth will primarily be generated from dividends and value increases in holdings. Consequently, the Company’s future development depends on its access to, and ability to identify, attractive potential investment items, plus its ability to complete and finance acquisitions.

Economic developments and other global factors

Economic developments and other global events have a significant impact on the Company’s operation. Changes in the economy could bring strong fluctuations to the Company’s revenues and results. Even other occurrences, such as natural disasters, wars, and terrorist acts could significantly harm the Company’s opportunities to run its operation, both directly and indirectly.

Profit-generating capabilities and future capital needs

It cannot be discounted that it could take longer than anticipated before the Company achieves a substantial positive cash flow required for future investments. It cannot be assumed that that the Company could in the future seek new external capital. There are no guarantees in such a case that this would be done on favourable terms for shareholders. Failure to generate sufficient positive cashflow could negatively affect the Company’s market value.

Risks related to this offer and the shares in Numisbing

Currently no liquidity

The Company’s Board of Director’s objective is for, following the registration of the new issue, to apply for the admission to trading of Numisbing’s shares on Nasdaq First North.

Nasdaq First North is a multilateral trading facility (“MTF”). Companies with shares listed on First North are not obliged or forced to comply with the same rules as companies with shares traded on a wholly regulated marketplace, but to less extensive rules and regulations. Such rules and regulations are preferably adapted for smaller and growth companies, why an investment in a company listed on First North may imply more risk than an investment in a company with shares traded on a wholly regulated marketplace.

Share liquidity

Should Numisbing’s share be admitted to trading there is a risk that an active, liquid and functioning market for the shares does not emerge and that the price of the shares may prove volatile.

Since Numisbing’s shares have not previously been subject to trading on a marketplace, it is difficult to predict the amount of trading or the interest that may be shown in the shares. The price at which the shares will be traded and the price at which investors can implement their investment may be affected by a large number of factors, of which some are specific to Numisbing and its operations while others apply to listed companies in general.

The listing of Numisbing’s shares on Nasdaq First North should not be interpreted as meaning that there will be a liquid market for the shares. There is also a risk that the price of the shares will be highly volatile in connection with the listing and, if active and liquid trading does not develop or does not prove sustainable, this could result in difficulties for share-holders to sell their shares. There is also a risk that the market price could differ significantly from the share price in the Offering. Should any of these risks be realised, it could have a material adverse impact on the price of the shares.

The value of the shares may fluctuate significantly

Following the offering, the value of Numisbing’s shares may fluctuate significantly as a result of a large number of factors as well as period-to-period variations in operating results or change in revenue or profit estimates by the Company, industry participants or financial analysts. The market price of the shares could be negatively affected by sales of substantial amounts of the shares in the public market or the perception or any announcement that such sales could occur. The Group cannot predict what effect, if any, this would have on the market price of the shares. The value of the shares could also be affected by developments unrelated to the Company’s operating performance, such as the operating and share price performance of other companies that investors may consider comparable to the Company, speculation about the Company in the press or the investment community, strategic actions by competitors, including acquisitions and/or restructuring, changes in market conditions and regulatory changes in any number of countries, whether or not the Company derives significant revenue therefrom, and shifts in macro-economic or geopolitical conditions generally. The occurrence of any of these events could adversely affect the market price of the shares and investors may find it more difficult to sell their shares at a time and price which they deem appropriate, or at all.

Shareholders may earn a negative or no return on their investment in the Company

The Company’s results of operations and financial condition are dependent on the trading performance of the members of the Group. There can be no assurance that the Company will pay dividends in the future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, applicable law, regulation, restrictions, the Company’s financial position, working capital requirements and other factors the directors deem significant from time to time. The Company’s ability to pay dividends will also depend on the level of distributions, if any, received from its operating subsidiaries. Absent dividends, the shareholders may lose their investment in the Company shares.

The Annual General Meeting decide the distribution of dividends to shareholders based on prevailing conditions. Opportunities for raising the value of the Company’s shares in the next few years, however, lie primarily in an increasing share price.

Taxes and fees

It cannot be ruled out that changes in legislation regarding fees, taxes, and the like could occur in a way that render investments in securities less lucrative.

Supervision of the Company

When the Company’s shares become listed, the ownership structure could change over time. It cannot be ruled out that the current composition of owners will change, upon which the Company’s business focus may deviate from the one laid out by the Board here today.

Significant influence

Certain Shareholders may exercise significant influence over the Company following this offering and/or their interests may differ from those of other Shareholders.

Of all the Company’s shares, the Principal Share- holders will, potentially possess sufficient voting power and thus having a significant influence over matters requiring shareholder approval by special resolution, such as an amendment to the Articles of Association.

The Principal Shareholders will have the potential to exercise great influence over affairs requiring the approval of shareholders, including appointments and dismissals of board members, and potential suggestions regarding mergers, consolidation, or selling of assets and other company transactions. This type of shareholder composition could present a disadvantage to other shareholders, whose interests may conflict with majority shareholders.

Certain foreign exchange risks

Investors with a reference currency other than the Swedish krona will become subject to certain foreign exchange risks when investing in the shares.

The shares will be listed only in SEK and any dividends will be denominated in USD. Investors whose reference currency is a currency other than the USD may be adversely affected by any depreciation in the value of the USD relative to the respective investor’s reference currency. Any depreciation of the USD in relation to such foreign currency will reduce the value of the investment in the shares or any dividends in foreign currency terms, and any appreciation of the USD will increase the value in foreign currency terms of any such investment or dividends. In addition, such investors could incur additional transaction costs in converting USD into another currency other than USD and are therefore urged to consult their financial advisers.

Dilution of shareholdings

Future share issues or other securities in Numisbing may dilute shareholdings and negatively impact the share price. If the Company chooses to raise additional capital, for example, on the basis of new share issues, there is the risk that the holdings of the Company’s shareholders could be diluted, which could also affect the price of the shares. If this risk was to be realised, it could have a material adverse impact on the capital invested by investors and/or the price of the shares.

Future sales of shares

Future sales of Numisbing shares or shares by existing shareholders could reduce the price of the shares.

The price of Numisbing’s shares could decline if substantial volumes of shares are sold, especially if Numisbing’s board members, senior executives or major shareholders sell shares, or if a large number of shares are sold. Sales of large amounts of shares by major shareholders, or the perception that such sales will take place, could have an adverse impact on the price of the Company’s shares.

Future dividend policy

Numisbing’s capacity to pay dividends depends on its future income, financial position, cash flow, working capital requirements, cost of investments and other factors.

The Company’s dividend policy is to distribute dividends annually in an amount of at least 20 percent of the Company’s net profits after taxes, subject to the discretion of the Board of Directors. When considering the distribution of dividends, the Board of Directors of the Company may consider the then-existing conditions, including the Company’s financial results, capital requirements, the Group’s ability to meet its foreseeable financial liabilities, investment opportunities, contractual restrictions, statutory restrictions on Numisbing’s ability to pay dividends as prescribed by the local companies laws, and other factors deemed relevant by the board. However, all potential future dividends that Numisbing could pay will depend on a number of factors, such as future income, financial position, cash flow, working capital requirements, cost of investments and other factors. It could transpire that Numisbing does not have a sufficient amount of distributable funds and Numisbing shareholders may possibly decide not to approve payment of dividends.

Moderbolaget / Parent company
Numisbing AB (publ)
Box 39
17821 EKERÖ
08- 560 325 50
www.numisbing.se
info@numisbing.se

Digital aktiebok innan notering / Digital share register before listing
Nordiska Värdepappersregistret, NVR
Besöksadress: Kungsportsavenyn 21
Postadress: Box 3116
400 10 GÖTEBORG
www.nvr.se
info@nvr.se

100 % ägt dotterbolag / subsidierades 100 % owned
Numisbing Ltd.
Al Maktoum Street, Deira
Dubai,
United Arab Emirates
+971 4 295 2578
www.numisbing.auction

Medlemsföretag hos Euroclear som ansluter bolagets aktie inför noteringen
Eminova Fondkommission AB
Biblioteksgatan 3, 3 tr.
111 46 STOCKHOLM
www.eminova.se
infor@eminova.se
08-684 211 00

Revisor / Auditor
Moore Stephens KLN AB
Besöksadress: Lilla Bommen 4A
SE-41104 Gothenburg,
+46 (0)31-739 13 00
Ludvig Kollberg, Authorised Public Accountant and Partner
Ludvig.Kollberg@moorestephens.se

Investor Relations
Delecta Financial Events AB
Långgatan 4, 27660 Skillinge
www.delecta.se
jan@delecta.se
0708-14 44 00

Rådgivare / Advisor
Big Ben Venture Partners Ltd.
Octagon Point, St Paul's
5 Cheapside
London, UK EC2V 6AA
United Kingdom
+44 (0)20 36 08 01 08
www.bigbenventure.com

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