25. Share-based payment

Senior management share-based payment plan

The share-based payment plan is classified as an equity-settled plan since TMF Group does not have an obligation to repurchase the shares or otherwise settle in cash. A participant leaving TMF Group is obliged to offer the shares for sale to a party designated by CVC and ADIA, where the sale conditions are determined based on the Administration conditions of STAK. In general, as a vesting condition, a participant will therefore have to stay employed until an exit event occurs in order to be entitled to the fair market value for the shares. An exit means sale, Initial Public Offering or a winding up.

Movements in the number of Depositary receipts outstanding and their related weighted average exercise prices are as follows:

The share capital of TMF Group Holding B.V. comprises 27,830,754 voting shares (2023: 27,830,754), 29,815,719 ordinary shares (2023: 29,528,233) and 1,720,142,326 preference shares (2023: 1,719,311,761). STAK directly and indirectly owns 8.5% of the shares with voting rights (2023: 7.6%) and 2.6% of the preference shares with no voting rights (2023: 2.4%). Weighted average exercise price is €1 per share (2023: €1). Fair value is equal to the weighted average exercise price and is based on EBITDA multiple model. Remaining contractual term is 5 years.

Share Appreciation Right

As from 2023 senior staff were granted Share Appreciation Rights (“SARs”), that entitle them to a cash payment if employed upon an exit event. The amount of cash payments is similar to the difference between the value of the ordinary shares of TMF Group Holding B.V. of €1, between 27 March 2023, and such exit. SARs will be settled in cash by TMF Group and are accounted for as cash settled instruments. An exit means sale, Initial Public Offering or a winding up. The terms and conditions stipulate that all returned SARs will be granted at exit event to the holders of the senior management share-based payment plan. As such, all 210,000 share appreciation rights are considered granted at start date and are valued as such. Therefore, no granted and returned SARs are disclosed. 

The total number of SARs available to employees is 210,000. The grant date fair value is determined as the difference between the estimated total fair value of the purchased shares and the issue price of €1.

The grant date fair value as at 31 December 2024 is deemed €0.1 million (2023: nil). €0.1 million is recognised in other liabilities on the balance sheet. As at 31 December 2024, total fair value of the SAR plan is considered to be €0.4 million (2023: nil)