35. Subsequent events

On January 2, 2025, ADIA transferred all shares held in TMF Group Holding B.V. to Tucano Holdings Jersey Limited, and at the same time acquired shares of Tucano Holdings Jersey itself. With this transfer, Tucano Holdings Jersey Limited holds the majority of the shares issued by TMF Group Holding B.V.. There were no changes for the shares held by Stichting Administratiekantoor Management Sapphire. CVC (Tucano Topco Jersey Limited) and ADIA hold an equal number of voting shares of Tucano Holdings Jersey Limited. The members of the Management Board and the Supervisory Board of TMF Group Holding B.V. have resigned at the date of transfer and, at that same date, were appointed as directors of Tucano Holdings Jersey Limited. Tucano Holdings Jersey Limited has now a one-tier Board, comprising of two executive directors and eight non-executive directors. The shareholders of TMF Group Holding B.V. have reappointed a Board of Directors consisting of Patrick de Graaf and Natalija Kuzović at the transfer date. As a result, on 6 March 2025, TMF Group Holding B.V. did not have a Supervisory Board. 

On 2 January 2025 TMF Group acquired 100% shares of RSM - Brazil.

On 31 January 2025 TMF Group acquired 100% shares of Operadora PLC, S.C - Mexico. 

On 19 February 2025 TMF Group acquired 100% shares of Executive Wealth Management AG - Switzerland.

The acquisitions are driving our strategic and operational performance. Due to the recent closing date, additional IFRS disclosures cannot be made until the initial accounting for the business combination, including contingent consideration, has been completed.

In January 2025, the repricing of senior loans consisting of Total Facility B1 of €1.055 million and Total Facility B3 of $398 million was finalised. Total Facility B1 of €1,055 million became Total Facility B5 consisting of €1,055 million, and Total Facility B3 of $398 million became Total Facility B4 consisting of $396 million at the repricing date. The interest of Total Facility B5 is 3.25% plus 3 or 6 month EURIBOR (floored at 0%). The interest for Total Facility B4 is 2.75% plus 3-month USD TERM SOFR CME. On 13 February 2025, TMF Group had taken out additional $100 million under Facility B4. This repricing did not have an impact on extinguishment accounting.