To this Wallenius Wilhelmsen conference call. For the first part of this call, all participants will be in a listen-only mode. Afterwards, there will be a question-and-answer session. To ask a question, please press five-star on your telephone keypad. This call is being recorded. I'll now turn the call over to speakers. Please begin.
Thank you, Speaker. Good afternoon. Thanks for dialing in on a Sunday afternoon. My name is Anders Redigh Karlsen, and I'm heading up IR at Wallenius Wilhelmsen. With me today, I have our CFO, Torbjørn Wist. We host this conference call as we, in the stock exchange release on Friday afternoon, informed about changes in the accounting treatment of the Put/Call option linked to a 20% minority shareholding in EUKOR. The background and details are provided in the stock exchange release, but we are happy to answer questions that you may have in connection with this in today's call. With that, I leave it up to Torbjørn Wist, who will take you through some key messages before we open up for questions. Torbjørn, the floor is yours.
Thank you, Anders. Good afternoon, everybody. And thank you again for dialing into this call. As Anders mentioned, we did issue a stock exchange release on Friday afternoon related to a change in accounting method, as well as a restatement of our 2023 financials and Q1 2024 financials related to the accounting treatment of the EUKOR Put/Call options. This was approved. The change was approved in a board meeting afternoon on Friday. We outline the effects and reasons for doing the change in our stock exchange release, and we'll be happy to take any questions that you have after a few statements from our side. And from the company's perspective, we would like to underline the following. We have decided to change the accounting treatment relating to the options over the 20% non-controlling interest in EUKOR following a review and recommendation by our new auditor, Ernst & Young.
The current accounting treatment of the options was decided by the group in 2018 with a close involvement and subsequent audit by our previous auditor, PwC. Our former auditor also reconfirmed the accounting treatment following a request by the group in 2022, but they now recognize that a change in accounting treatment is warranted. The underlying facts relating to the option agreement and the Put Call options, for example, the calculation of strike price, etc., have not changed. Only the way the Put Call options will be accounted for in our financial statements. It is important to note that the group is financially solid, and this accounting change does not affect the group's strong performance or ability to deliver on its planned dividend payments or its dividend policy.
Further, the non-cash restatement will not impact our ability to meet our financial obligations, nor have any adverse effects on covenants in outstanding debt facility. While the equity ratio will be reduced, the group continues to deliver on all financial targets, and we remain as stated in compliance with all debt covenants. Note also that the restated liability is non-cash and non-interest-bearing, so will therefore not be included in net interest-bearing debt in the group. In other words, the consequence of the change is unfortunate, but it is not changing any fundamentals for us beyond having to account for the Put option linked to Hyundai's 20% share in EUKOR in a different way than earlier. So with that, operator, please open the floor for questions.
Thank you. We'll now start the question and answer session. If you do wish to ask a question, please press five-star on your telephone keypad. To withdraw a question, you may do so by pressing five-star again. There will be a brief pause while questions are being registered. For the first questioner, please state your name and company before asking a question. Your line will now be unmuted.
I'll just ask you, Jerman Funkert , Cheuvreux. Can you please explain the details about the evaluation of that Put option? Thank you.
It was a bit difficult to hear, but if I understood the question correctly, details about the calculation of the strike price for the Put option?
That's correct. Thank you.
Yeah. Yeah. The calculation of the strike price for the Put option and the Call options is based on a procedure which is described in the Korean Tax Act of 2002. There are a few methods that are described in the Korean Tax Act of 2002, but given that we do not have a publicly listed entity in that EUKOR is not a publicly listed entity, it follows the procedure whereby you estimate the value based on the tax results of EUKOR for the last three years.
So when we came at the end of 2023, the calculation was updated based on 2023 results, 2022 results, and 2021 results. These will be weighted differently, and Anders, perhaps you could comment on the weighting of them. There are more values ascribed to the final year. The valuation is done in Korean won and then translated to U.S. dollars based on, if I put it in Norwegian, beskattes i det som priser av EUKOR for the previous three years. But Anders, maybe you could add some color there.
Yeah. The weighting is that 3/6 is based on the last year, 2/6 on the second to last year, and 1/6 to the oldest accounts.
As mentioned, the strike price calculation relates to both the Put option as well as the Call option in the shareholders' agreement from 2002. Was that answering your question, Anders?
I have a follow-up, please. This Call option, is there an assumption related to whether you keep your client relationship to Hyundai regarding the 40% share of the volume being transported?
I mean, we, as you know, have a very, very close relationship with Hyundai Motor Group. This option has been there since the shareholders' agreement of 2002. They became exercisable following EUKOR's share of the OCC, the Ocean Carrier Contract volumes, going below 50%, which happened in 2018. So that's when they became exercisable. We're now six years hence. The options obviously have not been triggered by any of us. They have not indicated that they want to put on us, and we have not said that we're going to call on them. We have a very strong relationship, and the options are there. But one of the substantive matters related to the shareholders' agreement has changed. We, of course, are very happy with the customer relationship and want to preserve it.
But the fact of this taking into account is that the option agreement can be triggered, and if it is triggered, then payment would happen after 30 days. Hence, it needs to be accounted for as a current liability. But as you may or may not know, in IFRS, there are no probability assessments of options being exercised or not. As long as there is a right in there, it should be carried as a current liability. Hence, the recording of the Put option strike price as a current liability going forward.
Okay. Thank you very much. No further questions from me.
Okay. Thank you.
Thank you. The next question will be from the line of Hans Thrane Nielsen. Please go ahead. Your line will be unmuted.
Good afternoon. Hans Thrane Nielsen from Storebrand.
Good afternoon.
I have two questions. Good afternoon. I have two questions, please. The first one is, since this option is valued on a three-year average model, if the results of EUKOR were to fall, the option will be less valuable if the Put option is not exercised. And my question is, when results fall down from these cyclical highs, the Put option will decrease? Does that mean that you would rather have an increase in equity in Wallenius Wilhelmsen if the value of the Put option falls? First question.
So we'll do them in turn, then, Hans. Happy to do so. Let's start with that, then. If the assessed strike price were to decrease, there would be a commensurate adjustment to the equity position. So the equity would then increase by the same amount.
Yeah. That's a bit weird. But my follow-up is, then, since you own 80% of EUKOR, if you were to value EUKOR as you do with the option, that means your 80% of EUKOR has risen quite formidably for the last three years. How much would you increase your equity if you were to value the rest 80% of EUKOR the same way as you do with the option?
Well, let's look at it this way. In the former accounting standard, the excess of fair value over and above the calculated strike price was the non-current asset that we previously recorded and which will now, in a way, restate when we update the financials as part of the Q2. So the excess value of fair value over strike is disclosed in the press release. How that would reflect into we don't have a publicly listed EUKOR. So there's not a sort of a market measurable price. And I think, as you know, the result of EUKOR could. Inherently result in the same market valuation mechanism as the rest of our business. So I don't think this will result in a restatement, call it any values within our business. It is what it is, consolidated into our books.
Torbjørn?
Yeah.
I partly agree with you. When it comes to option valuation, I agree to the way you do it right now. But since this is an IFRS accounting, you need to do a fair value assessment on all balance sheet issues at year-end. And since the value of EUKOR has obviously risen for the last three years, why don't you rewrite and revalue your balance sheet position in EUKOR the same way you do with the options?
I'm just thinking about your question there. We can always come back with some further detailed thoughts around it. As we look at the Call option and the Put option, the Put option liability will be recorded in full. There is no, call it, market value or no value to be included for the Call option per se because no matter how you look at it, if they were to exercise the Put or we were to exercise the Call, the liability would be the same as a payment to Hyundai Motor Group, the minority shareholder in EUKOR. So in that sense, there is no, call it, market valuation that will be taken into our account. If I understood your question correctly, Hans. And I apologize for that.
You do. I'll take those top four, and we'll take further questions. Thank you, Torbjørn.
Thank you, Anders.
Thank you. As no one else has lined up for questions, I'll hand it back to the speakers for any closing remarks.
Thank you. As there are no more questions at this time, we round out this call. But if you have any additional questions, please feel free to give us a call or give us your final details in the stock exchange release. And with that, thanks for your time this evening or this afternoon, and we wish you a happy Sunday. Thank you.
This now concludes the conference call. You may now disconnect your lines.