BUSINESS
Our Mission
Our mission is to drive
Southeast Asia forward by creating economic empowerment for everyone. Our mission is supported by our core principles, which we refer to as the 4Hs, Heart, Hunger, Honor, and Humility. These principles are set out in The Grab Way, which
is a living document that guides our decision making and serves as a reminder of what is important and right as we work to serve Southeast Asia.
Overview
We are Southeast Asias
leading superapp, operating primarily across the deliveries, mobility and digital financial services sectors in over 480 cities across eight countries in the regionCambodia, Indonesia, Malaysia, Myanmar, the Philippines, Singapore, Thailand
and Vietnam. We enable millions of people each day to access driver- and merchant-partners to order food or groceries, send packages, hail a ride or taxi, pay for online purchases or access services such as lending, insurance, wealth management and
telemedicine. Our platform enables important high frequency hyperlocal consumer servicesall through a single everyday everything app. Based on Euromonitors independent analysis, Grab continued to be the category leader in
2021 by GMV in online food delivery and ride-hailing, and by TPV in the e-wallet segment of financial services in Southeast Asia, despite increased competition. Notably, Euromonitor found that Grab continues to be the leading ride-hailing and food
delivery platform in Indonesia in 2021.
Our revenue was $549 million and $396 million in the six months ended June 30, 2022 and
2021, respectively, representing a year-over-year growth rate of 39%, and was $675 million, $469 million and $(845) million in 2021, 2020 and 2019, respectively, representing year-over-year growth rate of 44% from 2020 to 2021, and 155%
from 2019 to 2020. Our revenue in Singapore, Malaysia, Philippines, Thailand and the rest of Southeast Asia was $126 million, $219 million, $56 million, $40 million and $108 million in the six months ended June 30, 2022,
respectively. Our revenue in Singapore, Malaysia, Philippines, Thailand and the rest of Southeast Asia was $283 million, $108 million, $81 million, $76 million and $127 million in the year ended December 31, 2021,
respectively, $246 million, $91 million, $51 million, $57 million and $24 million in the year ended December 31, 2020, respectively, and $(30) million, $92 million, $39 million, $(19) million and $(927)
million in the year ended December 31, 2019, respectively. Our net loss was $(1.0) billion and $(1.5) billion in the six months ended June 30, 2022 and 2021, respectively, representing a year-over-year growth rate of 31%, and was $(3.6)
billion, $(2.7) billion and $(4.0) billion in 2021, 2020 and 2019, respectively, representing year-over-year growth rates of (30)% from 2020 to 2021, and 31% from 2019 to 2020. Adjusted EBITDA was $(521) million and $(325) million in the six months
ended June 30, 2022 and 2021, respectively, representing a year-over-year growth rate of (60)%, and was $(842) million, $(780) million and $(2,237) million in 2021, 2020 and 2019, respectively, representing a year-over-year growth rates of
(8)%, from 2020 to 2021, and 65% from 2019 to 2020.
Our revenue growth in the six months ended June 30, 2022, and in 2021 and 2020
was driven by an increase in GMV, although revenue growth was offset by an increase in consumer incentives for mobility and deliveries, particularly in the fourth quarter of 2021 and the six months ended June 30, 2022, as we invested in our
category share and MTU growth. Partner incentives also increased in the same periods as we preemptively invested to grow the supply of active drivers on our platform to support recovery in mobility demand. Our GMV was $9.9 billion and
$7.5 billion in the six months ended June 30, 2022 and 2021, respectively, representing a year-over-year growth rate of 31%, and was $16.1 billion, $12.5 billion and $12.3 billion in 2021, 2020 and 2019, respectively,
representing year-over-year growth rates of 29% from 2020 to 2021, and 2% from 2019 to 2020.
The Strength of the Grab brand in Southeast Asia
Our brand is closely associated with quality, reliability, safety and convenience in the minds of the Southeast Asian consumers
that seek to access services offered through our platform.
Our strong brand has enabled us to maintain our scale and category leadership
in Southeast Asia. According to Euromonitor, Grab remained the category leader in 2021 by GMV in each of online food deliveries, ride-hailing and by TPV in the e-wallets segment of financial services in Southeast Asia, despite increased competition.
Grabs Industry Opportunity
We believe that Southeast Asia is still undergoing rapid digitalization and that we are still in the early stages of capturing this opportunity
in the region given the low digital penetration of food deliveries, mobility and digital payments.
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Various drivers of social and economic change in Southeast Asia that we believe will serve
as tailwinds to accelerate the adoption of digital services offered by Grab include:
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Rapid urbanization driven by macroeconomic and demographic growth. |
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Mobile-first population with increasing digital engagement. |
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Increasing digitalization of services and consumption. |
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Regulatory landscape supportive of technology and digital advancement. |
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Large unbanked and underserved population. |
Consumers who use our platform
Our over 31 million Monthly Transacting Users (MTUs) in the six months ended June 30, 2022, which includes MTUs from OVO,
came from a wide range of demographics and socio-economic backgrounds. Consumers who use our platform are highly engaged and demand high-quality services, technological functionality, and prompt responsiveness.
Our driver-partners
Our more than
5 million registered driver-partners as of December 31, 2021 represent a diverse range of individuals across many different ethnicities and age groups. Our driver-partners take pride in satisfying consumers by providing rides, food
deliveries and package deliveries each day. Our driver-partner network is also highly inclusive. In 2021, more than 2,100 persons with disabilities performed at least one transaction on the Grab platform.
Our merchant-partners
Our over
4 million registered merchant-partners and Indonesian GrabKios agents, as of December 31, 2021, range from local entrepreneurs, including small restaurants, convenience and grocery stores, to multinational franchises and lifestyle service
providers, including hotels, travel agents, and home services providers.
Our Triple Bottom Line
Grab has a triple bottom linewe aim to simultaneously deliver financial performance for our shareholders and have a positive social
impact, which includes economic empowerment for millions of people in the region, while also making a positive environmental impact by mitigating our environmental footprint.
Since our inception, many driver- and merchant-partners have shared how our platform not only enabled them to increase their earnings, but
provided them with the opportunities to earn a living in a way that better supported their life choices and aspirations, whether it is to spend more time with family, to be their own boss or to have the flexibility to pursue multiple interests. Over
9 million partners have engaged with the Grab ecosystem since our founding, and in 2021 and 2020, our driver- and merchant-partners earned $8.9 billion and $7.1 billion through our platform, respectively.
In April 2021, we deepened our commitment towards long-term sustainability initiatives by creating the GrabForGood Fund, an endowment fund
that aims to support programs that deliver social and environmental impact for our partners and the communities we operate in.
We are
increasing our commitment to transparency and accountability of our triple bottom line and we release annual sustainability reports. We released our first sustainability report prepared in accordance with the Global Reporting Initiative
(GRI) standards on June 22, 2021. An updated report that covers our environmental, social and governance highlights for 2021 has been released on May 12, 2022. The contents of these reports shall not be deemed as part of this
prospectus.
Our Offerings
The Grab
ecosystem is a single, seamless platform brought to life through three superapps, one each for our driver- and merchant-partners and consumers. Together these superapps help our driver- and merchant-partners connect with millions of Southeast Asians
consumers seeking hyperlocal services made available through our platform, which includes our deliveries, mobility and financial services offerings.
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DeliveriesOur deliveries platform connects our driver- and
merchant-partners with consumers to create a local logistics platform, facilitating on-demand and scheduled delivery of a wide variety of daily necessities including in selected markets, ready-to-eat meals and groceries, as well as point-to-point
package delivery.
MobilityOur mobility offerings connect our driver-partners with consumers seeking rides across a
wide variety of multi-modal mobility options including private cars, taxis, motorcycles in certain countries, and shared mobility options such as carpooling in selected markets. It also includes GrabRentals, which facilitates vehicle rental for our
driver-partners to allow driver-partners (with otherwise limited vehicle access) to be able to offer services through our platform.
Financial ServicesOur financial services offerings include digital solutions offered by and with our partners to address
the financial needs of driver- and merchant-partners and consumers, including digital payments, lending, receivables factoring, insurance distribution and wealth management in selected markets. The Grab-Singtel consortium, the Digital Banking JV,
has been issued a digital full bank license in Singapore. In May 2022, the Digital Banking JV received approval from the MAS to commence restricted business activities, but has yet to receive approval to commence full business activities. The
Digital Banking JV together with a consortium of partners was also selected to receive a full digital banking license in Malaysia, subject to meeting all of Bank Negara Malaysias regulatory conditions. In Indonesia, Grab has also acquired a
33.6% equity interest in PT Bank Fama International.
Enterprise and New InitiativesWe have a growing
suite of enterprise offerings including GrabAds, our advertising and marketing offerings, and GrabMaps, a B2B mapping and location-based service and software solution. In addition, our partners offer other lifestyle services to consumers through our
superapp, including domestic and home services, flights, hotel bookings, subscriptions and more in certain countries.
The key to
our platform is the relevance of our offerings to consumers everyday lives from the time the consumer wakes up and orders breakfast, commutes to and from the workplace, all the way to the evening when the consumer orders dinner, pays for bills
or shops online. We focus on everyday transactions such as transportation, eating, shopping, digital payments and other financial services. At a touch of a button, consumers have access to all offerings on our platform through a single mobile
application.
In a region as geographically diverse as Southeast Asia, the offerings on our platform have a wide geographic coverage,
operating in capital cities, major commercial and tourist cities, as well as non-tier 1 cities and towns across Southeast Asia. Our application offers localized offerings and personalized experiences based on the consumers location.
Tight-knit integration across the offerings available through our platform provides, we believe, a consistently high-quality experience for
consumers and encourages consumers to use more of the offerings on our platform. We saw the percentage of our MTUs using two or more offerings increase to 56% for the year ended December 31, 2021, from 48% and 43% for the years ended
December 31, 2020 and 2019, respectively, and to 59% for the six months ended June 30, 2022.
Our deliveries, mobility,
financial services and enterprise and new initiatives represented (i) 40.8%, 49.8%, 4.4% and 5.0%, respectively, of our revenue in the six months ended June 30, 2022, (ii) 24.8%, 66.4%, 3.5% and 5.3%, respectively, of our revenue in
the six months ended June 30, 2021, (iii) 21.9%, 67.6%, 4.0% and 6.5%, respectively, of our revenue in the year ended December 31, 2021, (iv) 1.2%, 93.3%, (2.2)% and 7.7%, respectively, of our revenue in the year ended
December 31, 2020 and (v) 75.5%, (1.0)%, 27.1% and (1.5)%, respectively, of our revenue in the year ended December 31, 2019.
In addition, deliveries, mobility, financial services and enterprise and new initiatives represented (i) 51.1%, 18.9%, 28.9% and 1.1%,
respectively, of our GMV in the six months ended June 30, 2022, (ii) 50.2%, 19.8%, 29.2% and 0.8%, respectively, of our GMV in the six months ended June 30, 2021, (iii) 53.1%, 17.4%, 28.6% and 1.0%, respectively, of our GMV in
the year ended December 31 2021, (iv) 43.8%, 25.9%, 30.0% and 0.4%, respectively, of our GMV in the year ended December 31, 2020 and (v) 24.1%, 46.7%, 29.2% and 0.1%, respectively, of our GMV in the year ended December 31,
2019.
Deliveries Offerings
Our deliveries platform connects our driver- and merchant-partners with consumers to create a local logistics platform, facilitating on-demand
delivery of a wide variety of daily necessities including ready-to-eat meals and groceries, as well as point-to-point package delivery. We enable consumers to conveniently discover and place food and grocery delivery orders, empower our
merchant-partners to build an online presence, reach consumers and scale their business and provide our driver-partners with income opportunities outside of our mobility offerings.
Key deliveries offerings on our platform include the following:
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GrabFood is a food ordering and delivery booking service, which enables merchant-partners to accept
bookings for prepared meals from consumers (with options for on-demand deliveries, scheduled deliveries and pick-up orders) through Grabs merchant-partner application, and it also enables driver- partners to accept bookings for prepared meal
delivery services through Grabs driver-partner application. |
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GrabKitchen offers centralized food preparation facilities in Indonesia, Malaysia, Myanmar, Singapore,
Thailand, the Philippines and Vietnam that enable merchant-partners to scale to multiple locations and to meet the rising demand for food delivery services in cost-effective ways. Consumers may also combine their favorite menus from two or more
restaurants housed within GrabKitchen in one GrabFood order and delivery. |
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GrabMart is a goods ordering and delivery booking service, which enables merchant-partners to accept
bookings for goods from consumers (with options for on-demand deliveries, scheduled deliveries and pick-up orders) through Grabs merchant-partner application, and it also enables driver-partners to accept bookings for goods delivery services
through Grabs driver-partner application. Through GrabMart, consumers can order everyday items ranging from groceries and household goods, to gifts and electronics for delivery to their doorstep on-demand. With the acquisition of a majority
economic interest in Jaya Grocer, as of June 30, 2022, we also operated 44 supermarkets in Malaysia with more than 44,000 stock-keeping units and approximately 1,100 suppliers. |
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GrabExpress is a package delivery booking service, which enables driver-partners to accept bookings for
package delivery services through Grabs driver-partner application. Consumers can arrange for instant or same-day deliveries using different vehicle types to cater for different package sizes. Consumers can also arrange non-instant, non-same
day services through GrabExpress via our partners. |
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GrabExpress web booking portal enables social sellers and e-commerce businesses to leverage our open
application programming interfaces (APIs) to make bulk delivery bookings and offer last mile delivery services to their customers as part of their checkout experience. |
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Grab for Business platform offers a unified management portal for corporate clients to easily digitize the
management of corporate food and package delivery services with advanced features that enable businesses to set policies, controls and corporate billing arrangements, as well as track and monitor all business usage of Grabs offerings, which
help to drive cost efficiencies, transparency and increased productivity. Grab for Business also offers integration with certain corporate expense management systems, making it easier and more seamless for employees to claim work-related spend on
Grabs offerings. |
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In Indonesia, our GrabKios offering enables a network of GrabKios agents to act as an offline channel to
sell digital goods including mobile airtime credits, bill payment services and e-commerce purchasing services. |
Mobility Offerings
The desire to bring safe and convenient mobility to Southeast Asia is how we got started as a company back in 2012. Our mobility
offerings connect consumers with rides provided by driver-partners across a wide variety of multi-modal mobility options including private cars, taxis, motorcycles, and shared mobility options such as carpooling. Our mobility options are designed to
provide safe, delightful and economical services for consumers using our platform while enabling economic empowerment for our driver-partners by providing flexibility to earn a living in ways best suited to their objectives.
Key mobility offerings on our platform include the following:
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GrabCar enables a private hire driver-partner to register with us and accept bookings through our
driver-partner application. It includes a variety of localized solutions that vary across our markets, including premium cars (GrabCar Premium), cars equipped to transport persons with mobility needs (GrabAssist), cars equipped with child seats
(GrabFamily), cars equipped to transport pets (GrabPet), large format vehicles (GrabCar XL), and limousine-styled services (GrabExec). Driver-partners who offer more specialized services through GrabAssist, GrabFamily, GrabPet and GrabExec receive
additional customized training to help them better serve the needs of their passengers. |
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GrabTaxi enables a licensed taxi driver-partner in all markets we operate in except for Cambodia to
register with Grab and accept bookings through the Grab driver-partner application. |
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JustGrab enables consumers in Cambodia, Malaysia, Singapore and Thailand to conveniently book either a
private car or a traditional taxi with upfront non-metered pricing. By enabling bookings of either vehicle type, we are able to pool the supply of both taxis and private cars and enable faster booking of rides and a more efficient mobility platform.
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JustGrab Green provides consumers with the option to book rides on a cleaner energy vehicle. It is part of
our corporate sustainability initiatives to offer consumers the ability to manage their carbon footprint through reduction or offsetting. |
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GrabBike is a motorcycle ride-hailing offering. It is a popular choice among the local population,
especially in Indonesia, Thailand and Vietnam, as it is an affordable and efficient mobility mode in congested cities. Through our GrabNow solution available in Indonesia and Vietnam, we enable consumers to directly flag down a GrabBike
driver-partner without pre-booking through our app. |
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Three-wheel vehicles provide culturally popular localized modes under a variety of local names such as
GrabTukTuk (in Cambodia and Thailand), GrabTrike (in the Philippines), GrabThoneBane (in Myanmar) and GrabRemorque (in Cambodia). |
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Our shared mobility options, such as carpooling (GrabShare and GrabHitch) also enable more affordable
alternatives on our platform for consumers. However, due to the COVID-19 restrictions, some shared mobility options are currently suspended, except for GrabHitch in Singapore, which we have recently resumed. |
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Similar to our enterprise deliveries offerings, through the Grab for Business platform, we also offer
enterprise mobility solutions to our corporate clients. |
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Specific to our driver-partners, we offer GrabRentals which was launched in 2016. GrabRentals facilitates
vehicle rental for our driver-partners at competitive rates through our rental fleet or third-party rental services to allow driver-partners with limited vehicle access to offer services on our platform. We provide four-wheel vehicle rental services
to our driver-partners in Indonesia, Singapore and Malaysia, as well as motorcycle rental services in Singapore and Indonesia. |
Financial Services Offerings
Using the wealth of data generated across our ecosystem of daily life use cases, we have built an analytical and risk management platform to
provide our consumers, driver- and merchant-partners with a suite of financial serviceswhich for many would likely be their first ever financial service product.
We have had a strong focus on fraud prevention and risk management technologies since our inception, which we believe provides us with an
advantage in navigating the complexities of financial services in Southeast Asia. Our in-house proprietary anti-fraud technologies can be used to mitigate the risk of fraudulent activity including account takeovers. Furthermore, our AI-enabled
credit scoring models seek to protect against anomalous and suspicious transactions, and efficiently assign credit scores to consumers.
We also have strategic partnerships with a number of local and regional banks in Southeast Asia to grow our business.
Key financial services offerings on our platform include the following:
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GrabPay is our digital payments solution addressing unique digital payments challenges and is available in
Indonesia (through OVO), Malaysia, the Philippines, Singapore, Thailand and Vietnam (as Moca). It allows consumers to make online and offline electronic payments using their mobile wallet. We enable consumers, lacking access to a bank account, to
add payment methods and top up their mobile wallet through our driver-partner network, amongst many other top up channels. It also allows our driver- and merchant-partners to receive digital payments for their services, allowing them access to serve
a large consumer base and saving them the hassle and risk of having to handle cash payments. |
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In 2019, we launched the GrabPay card in partnership with Mastercard in Singapore and the Philippines,
enabling the mobile wallet of our driver-partners and consumers to be accepted at every online and offline merchant globally that accepts Mastercard payments. |
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GrabPay is the first non-bank e-wallet to be accepted as a payment option across all McDonalds stores in
Singapore. |
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GrabRewards is our loyalty platform providing consumers that use our platform with a large catalog of
points redemption options, including offers from both popular merchant-partners and Grab. Integration with our offerings allows for a seamless experience, including automatic suggestions to pay for a ride or delivery using GrabRewards points (OVO
Points in Indonesia). |
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GrabFinance provides our driver- and merchant-partners and consumers greater access to financial services
through our platform. Offerings include digital and offline lending, PayLater services, white goods financing, receivables factoring and working capital loans. For many of our driver- and merchant-partners, GrabFinance is their first and only source
of affordable financing, helping them smooth out their cash flows and providing them a source of emergency funds. |
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PayLater enables our merchant-partners to offer their consumers the option to pay for goods and services
on a later date or in installments and is available in Malaysia, the Philippines and Singapore. In 2020, we expanded PayLater to include online shopping and installment payments in Singapore and Malaysia. Our PayLater offering drives sales to
merchant-partners by improving their discoverability by consumers who use our consumer superapp, and by improving the affordability of their goods and services to the consumer. |
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GrabInsure connects affordable insurance products to consumers and our driver-partners, and is available
in Singapore, Indonesia, Malaysia, the Philippines and Vietnam. Products offered include protections for rides and package deliveries, personal accident insurance, income protection insurance, critical illness insurance, vehicle insurance and travel
insurance. The majority of the policies transacted over our platform are innovative micro-insurance policies. The accessibility and affordability of the micro-insurance policies allows more people in Southeast Asia to protect themselves, their
families and their livelihoods. |
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GrabInvest enables our financial services partners to offer their investment products through our
platform, including those based on money market and short-term fixed-income mutual funds, in which consumers can invest and grow their savings. In 2020, we launched GrabInvests first microinvestment product, AutoInvest in Singapore, which
allows consumers to invest from as little as $1 every time they use our offerings. |
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GrabLink, our in-house payment service gateway, aimed at reducing dependency on third-party providers,
helps us reduce our cost of funds across Grab transactions. Today, almost all card transactions on our platform in Malaysia, Singapore and Thailand are processed using GrabLink. |
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The Digital Banking JV has been granted a digital full bank license in Singapore, and in May 2022, the Digital
Banking JV received approval from the MAS to commence restricted business activities, but has yet to receive approval to commence full business activities (including the provision of a wide range of financial services, such as lending services and
taking deposits from retail consumers and businesses). |
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On April 29, 2022, the Digital Banking JV and a consortium of partners were selected to receive a full
digital banking license in Malaysia, subject to meeting all of Bank Negara Malaysias regulatory conditions. |
Enterprise and
New Initiative Offerings
We have a growing suite of enterprise offerings including GrabAds and GrabMaps:
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GrabAds enables businesses to foster growth through different advertising touch points depending on their
target audience and objectives. We provide online advertising solutions on our superapp and deliveries offerings, and offline advertising solutions on our vehicle fleet. Our superapp is the first touchpoint for consumers accessing our platform,
providing an important mobile advertising opportunity for consumer-facing businesses. For our GrabFood and GrabMart merchant-partners, we provide promoted listings and banner advertisements enabling them to promote their businesses within the food
and grocery delivery offerings on our platform and enhance their consumer reach. In 2021, over half of our food and grocery merchant-partners utilized our marketing services. We also provide offline advertising solutions by leveraging our vehicle
fleet, such as in-car product placements and mobile billboards to generate mass awareness. |
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GrabMaps is a B2B enterprise offering that enables us to provide base map data and map-making tools
and software-as-a-service. Application programming interface (APIs) and mobile software development kits (SDKs) that Grab plans to launch later in 2022 and in 2023, respectively, will allow developers and teams to enhance or build their own
applications and geolocation capabilities leveraging GrabMaps technology, such as Grabs routing, search, traffic and navigation features. |
Moreover, Grab and Starbucks will partner across multiple verticals to enhance the Starbucks Experience for customers in Southeast Asia. We
believe that expanded partnership will seamlessly connect in-store and digital experiences through innovative new features. Additionally, in pursuit of continuing to experiment with new offerings to better serve the needs of our driver- and
merchant-partners and consumers, our platform also facilitates other lifestyle services through our superapp including managing home services, attraction tickets, flights and hotel bookings.
Our Business Model
Our platform connects
millions of consumers with millions of driver- and merchant-partners to facilitate interaction and trade between these stakeholders. We generate the majority of our revenue from service fees and commissions paid by driver- and merchant-partners for
use of the Grab superapp to connect them with consumers and facilitate transactions. Based on service agreements with driver- and merchant-partners, we retain the applicable fee or commission from the fare or order and related charges that we
collect on behalf of the driver- and merchant-partners.
We offer various incentives to our driver- and merchant-partners, which are
deducted from the fees normally received from driver- or merchant-partners (typically being a percentage of the fare paid by the consumer to the driver- or merchant-partner) and such incentives may sometimes exceed Grabs fee from a particular
transaction. Excess incentives refer to payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by Grab from those driver- and merchant-partners. We also offer consumer incentives. All of the foregoing
incentives are recorded as reductions in revenue. We also generate revenue from payment processing services transaction fees charged to merchant-partners.
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Set forth below are descriptions of our business model by segment.
Deliveries. Our deliveries platform connects driver- and merchant-partners with consumers to create a localized logistics
platform, facilitating on-demand and scheduled delivery of a wide variety of daily necessities, including ready-to-eat meals and groceries, as well as point-to-point package delivery. This segment includes GrabFood, GrabKitchen, GrabMart,
GrabExpress, and GrabKios.
The graphic below illustrates the economics of a typical deliveries order:
Consumer Economics: The consumer pays the total dollar value of goods ordered, delivery fee, and
platform and other fees, which is partially offset by a promotion given. In the example above, the GMV of the consumers delivery order is $27.60, consisting of the following components:
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The dollar value of goods ordered: $24.00; |
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Delivery fee: $3.40; and |
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Platform and other fees: $0.20. |
Merchant-partner Economics: We charge our merchant-partners a commission by applying an agreed-upon commission to the total dollar
value of goods ordered. Merchant-partners receive the dollar value of goods ordered as well as any incentives, net of the Grab commission. In the example above, the merchant receives $20.00.
Driver-partner Economics: The driver-partners receive the delivery fee, and we may charge a commission in certain markets. In the
example above, the driver-partner receives $4.60, which consists of the delivery fee and incentives.
Grab Economics: We retain the
commission paid by merchant-partners and driver-partners. In the example above, we would retain $1.00 in total, of the $5.00, after accounting for partner incentives of $2.00 and consumer incentives of $2.00.
Platform and Other fees: Platform fees are ultimately borne by the driver-partner for benefits that they receive from utilizing our
offerings. We collect the platform fees from consumers on behalf of driver-partners which enables us to maintain and enhance safety measures, costs for platform improvements and support our driver-partners welfare. Other fees include a small
order fee which is the difference between the order amount and the minimum order quantity when the goods ordered are less than the specified minimum order amount.
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Mobility. Our mobility offerings connect consumers with rides provided by
driver-partners across a wide variety of multi-modal mobility options including private cars, taxis, motorcycles (in certain countries), and shared mobility options, such as carpooling. This segment includes GrabCar, GrabTaxi, JustGrab, GrabBike,
three-wheel vehicles, GrabShare, and GrabRentals. Through GrabRentals, we utilize Grabs fleet of cars to provide one-stop car rental to driver-partners at affordable rates.
The graphic below illustrates the economics of a typical ride:
Consumer Economics: The consumer pays the total dollar value of the ride, including any tolls (tolls
are collected by us from the consumer and remitted directly to the driver-partner who paid for the initial toll), tips, and other platform fees, which is partially offset by an incentive given. In the example above, the consumer pays $13.00. The GMV
of the consumers ride is $14.00, consisting of the following components:
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The dollar value of the ride: $13.00; |
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Tolls and other fees: $0.80; and |
Driver-partner Economics: The driver-partner receives the value of the ride, including tolls and other platform fees, and incentives,
net of the Grab commission. Commissions are based on an agreed-upon rate based on the cost of the ride. In the example above, the driver-partner earns $12.40.
Grab Economics: We retain the commission earned from the journey. In the example above, Grab earns $0.60 after accounting for partner
incentives of $1.00 and consumer incentives of $1.00. To help driver-partners defray higher operating costs amid rising fuel prices, in March 2022, we increased the fare for GrabCar and GrabBike services in Vietnam, and in April 2022, we introduced
a temporary driver fee of $0.50 per ride in Singapore. The temporary driver fee in Singapore goes to our driver-partners and is not subject to Grabs commission. The fee extends to all transport services in Singapore except standard taxi
service and is expected to last until December 31, 2022.
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Financial Services. Our financial services offerings include digital solutions
to address the financial needs of our driver- and merchant-partners and consumers, including digital payments, lending, receivables factoring, insurance and wealth management. This segment includes GrabPay, GrabRewards, GrabFinance, GrabInsure,
GrabInvest, and OVO. The financial results of OVO, which is a leading Indonesian digital payments and smart financial services business, are consolidated in our financial results and included in our financial services segment. Our joint venture with
Singtel has been granted a digital full bank license in Singapore. In May 2022, the Digital Banking JV received approval from the MAS to commence restricted business activities, but has yet to receive approval to commence full business activities.
Merchant-partners that have entered into contractual agreements with Grab pay us a commission fee, based on transaction volumes, to
support the GrabPay e-wallet services we provide or facilitate for merchant-partners and consumers. Inter-company revenue generated from on-platform payments, together with the corresponding costs charged to other Grab segments, is eliminated when
we consolidate our financial results. Consumer incentives and consumer rewards are recorded as reductions in revenue (and not as expense), and therefore in the past, we have recorded negative revenues from financial services for certain periods.
We also generate revenue from other financial services, namely lending, insurance, wealth management, and others. For lending and
receivables factoring, we generate revenue primarily based on the interest income we receive from the loans we extend to borrowers and from the factoring fee or discount when we purchase the receivables, as the case may be. For other financial
services, we generate revenue through commissions received from the sale of products and services. We also maintain a rewards program, which helps to increase retention as consumers earn rewards points that can be redeemed on our platform.
Enterprise and New Initiatives. We have a growing suite of enterprise offerings, including GrabAds, that we are
progressively making available to our driver- and merchant-partners and consumers. In addition, this segment includes other lifestyle services offered by third party service providers to consumers through the Grab app, including domestic and home
services, flight bookings, hotel bookings, subscriptions and more in certain countries.
GrabAds provides online and offline
advertising solutions for brands. We provide GrabAds offerings across three categoriesmobile billboards, which turns our fleet of vehicles into roving billboards to generate mass offline awareness, and generates additional income for our
driver-partners, in-car engagement and in-app engagement, which includes merchants-featured advertising and other digital content through our Grab superapp.
We have also launched GrabMaps in 2022. GrabMaps is a new enterprise service that will allow us to tap into the mapping and location-based
services market opportunity. First developed for in-house use, GrabMaps was created to address Grabs need for a more hyperlocal solution to power its services. Commercializing GrabMaps as a B2B solution will include offering GrabMaps
base map data, enabling customers to leverage GrabMaps map-making tools and software-as-a-service. We will also aim to launch Application programming interface (APIs) and mobile software development kits (SDKs) in 2022 and 2023, respectively,
which will allow developers and teams to enhance or build their own applications and geolocation capabilities leveraging GrabMaps technology, such as Grabs routing, search, traffic and navigation features.
For lifestyle offerings, we earn revenues from commissions charged to service providers in return for selling these services through our
platform.
Market Opportunities
We
operate in Southeast Asia, which is a large, diverse and complex region. The markets in which we operate are home to approximately 666 million people, with 48% of the population under 30 years old in 2021, compared to 36% in China and 38% in
the United States, according to Euromonitor. Southeast Asia is among the fastest growing economies in the world. Nominal GDP of these markets reached $3 trillion in 2021, and according to Euromonitor, is projected to grow at a compounded annual
growth rate (CAGR), of 7.2% from 2021 to 2026, compared to 5.8% and 5.5% for China and the U.S., respectively.
Southeast
Asians have generally been a mobile-first population, having 82% of households having at least one smartphone in 2021, which percentage is expected to grow to 91% by 2026, according to Euromonitor. Southeast Asians are also one of the most digitally
engaged populations in the world, spending on average more than eight hours a day on the internet, which is significantly higher than average of 6.9 hours globally (calculated as the average amount of time that internet users aged 16 to 64 spend
using the internet each day on any device as of the third quarter of 2021), according to Hootsuite and We Are Social.
The markets in
which we operate are underpinned by MSMEs and informal economy. According to the Asian Development Bank, as of 2020, there were over 71 million MSMEs in Southeast Asia accounting for over 97% of all businesses in the region. Collectively, they
drive over 40% of the regions GDP and provide employment to over 67% of the working population. The informal economy, which includes, among others, day laborers, home-based workers, street vendors, taxi drivers, service workers or domestic
workers and other short-term contract workers, account for over half of the total workforce in Southeast Asia as of 2021, according to Women in Informal Employment: Globalizing and Organizing (WIEGO). The rise of an on-demand economy in the region
in recent years has created economic opportunities for participants in the informal economy whose source of income is often limited to the reach of word of mouth or through limited offline advertising. These features give rise to vast growth
opportunities for on-demand services.
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Our Addressable Market and Growth Potential
We started out by providing a platform addressing the mobility opportunity in Southeast Asia, with the ride-hailing market estimated to be at
approximately $4.0 billion in 2021 according to Euromonitor. We have since expanded our platform to address food and other deliveries and e-wallet opportunities, estimated at $14.5 billion and $57.0 billion in 2021, for the online food delivery and
e-wallet markets, respectively, according to Euromonitor.
According to Euromonitor, total personal consumption expenditure for prepared
meals and land mobility, which includes operation of personal transport equipment, personal consumption expenditure on buses, coaches and taxis, are expected to reach $161.2 billion and $232.5 billion, respectively, by 2026. Cash payments
transaction values are expected by Euromonitor to reach $1,533.0 billion by 2026. We expect that digital penetration rates will increase over time as digital alternatives become more popular.
Southeast Asia is still in the very early stages of online disruption. According to Euromonitor, ride
hailing in Southeast Asia had online penetration of 3% in 2021, relatively low compared to China (11% in 2021) and USA (5% in 2021), signaling ample room for growth. According to Euromonitor, online penetration of meal ordering in 2021 was just 17%,
compared with 28% in China and 23% in the United States, based on the percentage of total prepared meals ordered online (including online ordering for dine-in and takeaway). The demand for financial services in Southeast Asia has been largely unmet,
with penetration rates significantly behind developed country benchmarks. In 2021, banking penetration was 61% in Southeast Asia, compared to 96% in China and 94% in the United States, according to Euromonitor, and cashless transactions as a
percentage of total transaction volume was 17% in Southeast Asia, compared to 44% in China and 83% in the United States, according to Euromonitor.
Based on Euromonitors independent analysis, we continued to be the category leader in 2021 by GMV in online food delivery and
ride-hailing, and by TPV in the e-wallet segment of financial services in Southeast Asia, despite increased competition. Notably, Euromonitor found that we continue to be the leading ride-hailing and food delivery platform in Indonesia.
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Euromonitor estimated 2021 regional category share |
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Grab |
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Next closest competitor |
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Segment |
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|
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Online food delivery |
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51 |
% |
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2.1x |
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Ride-hailing |
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71 |
% |
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3.9x |
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E-wallet |
|
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21 |
% |
|
|
1.3x |
|
Source: Euromonitor International estimates from desk research, consumer survey, and trade interviews with leading market
players and relevant industry stakeholders in the online food delivery, ride hailing and e-wallet sectors
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The Grab Ecosystem
Grab ecosystem flywheel
Our platform is unique. It connects millions of consumers with millions of driver- and merchant-partners to
facilitate interaction and trade amongst these stakeholders. The continuous interactions that occur on our platform among these participants, as well as between these participants and our platform, create a vibrant ecosystem, which is highly
synergistic for our business. As we add more offerings, consumer spending and engagement increases. We call this the Grab ecosystem flywheel. The impact of our flywheel includes:
Encourage consumers and partners to use the Grab platform
More offerings and partners on our platform drive greater selection, better value, more bookings and faster delivery times, all of which, along
with our incentives, encourage consumers to use the Grab platform more to access our mix of offerings.
Greater usage by consumers creates
more income opportunities for our driver- and merchant-partners, which encourages more drivers and merchants to join our platform. This in turn expands our merchant-partner base and value for the consumers, while the increasing driver- and
merchant-partner density results in faster delivery times and improved experience for the consumers, reinforcing the value proposition to consumers.
Increased spend with each consumer cohort
Our ecosystem drives significant synergistic benefits. More partners on our platform drive greater selection, better value, faster booking
allocations and delivery times, all of which improve the consumers experience on our platform and encourage greater usage.
Our
financial services offerings help to further reduce transactional frictions by facilitating seamless transactions and providing additional opportunities for consumers to engage with partners in the ecosystem. The more activity there is on the
platform, the more value we create for our stakeholders as our ecosystem grows.
A cohort is defined as consumers who use any of the
offerings on our platform for the first time in a specific year and continue to use our platform as of 2021. Each of our cohorts has been consistently spending more with our partners on our platform each year. As consumers use the offerings on our
platform more frequently, the GMV generated by each cohort has also grown consistently.
The chart below illustrates the growth in
spending by consumer cohort indexed to year 1. For example, the 2016 cohort includes all consumers who placed their first order on our platform between January 1, 2016 and December 31, 2016 and continue to use our platform. This cohort
spent approximately 4.8 times as much with our partners on the platform in 2021 as they did in 2016 across mobility, GrabFood, GrabMart, and GrabExpress, demonstrating increased consumer engagement over time. As the period covered extends beyond the
introduction of Grabs first financial services offerings, and the contribution of financial services GMV could be larger than the rest of Grabs segments, spending on financial services was excluded in the cohort information to ensure
that the cohort information presents a reasonable representation of the overall spend on mobility and deliveries segments and does not lead to a distorted representation of GMV per MTU.
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GMV per Consumer by Cohort, Indexed to Year 1(1)
Note:
(1) |
Includes only mobility and deliveries (excluding non-consumer services such as GrabRentals and GrabKios)
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Higher cross-offering usage across all stakeholder groups
We provide consumers with a broad range of high frequency offerings that they need each day. As we have expanded the depth and breadth of
offerings on our platform, the income opportunities for our driver- and merchant-partners have grown, and our platform has become more present in consumers daily lives. Over time, consumers and partners have been using more offerings available
on our platform.
The chart below shows the average mix of MTUs by number of use cases for each year since 2018. The proportion of MTUs
using more than one offering has grown steadily every year since 2018, indicating increasing engagement throughout our entire user base over the years. In 2021, MTUs using more than one offering were 56% of total MTUs, an increase from 48% and 43%
for the year ended December 31, 2020 and 2019, respectively. In the six months ended June 30, 2022, MTUs using more than one offering further increased to 59% of total MTUs. In 2021, 31% of GrabFood MTUs were also mobility MTUs as a result
of the impact of COVID-19 on mobility. Prior to COVID-19 in the three months ended March 31, 2020, 56% of GrabFood MTUs were also mobility MTUs, and we expect the return to this trend to continue as economies recover from the pandemic due to
the increased penetration of food delivery users on our platform.
The diversified offerings available on our platform also benefit many
of our driver-partners, who are able to switch seamlessly between mobility and deliveries offerings, leading to increased productivity and income. For example, in Indonesia, Vietnam and Thailand where our two-wheel driver-partner base can offer both
mobility and delivery services, approximately 64% of GrabFood two-wheel driver-partners were also mobility driver-partners in 2021. Likewise, the diversified offerings have also expanded income opportunities for merchant-partners, with a half of our
merchant-partners in Malaysia being GrabFood and financial services merchant-partners in 2021.
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Average Monthly Transacting Users Split by Number of Offerings (%)(1)
Note:
(1) |
Figures may not add up to 100% due to rounding. |
Stronger retention rates for multi-offering consumers
The more offerings that consumers use on our platform, the more loyal they tend to be, with a direct correlation between retention rates and
the number of offerings consumed. The one-year retention rate is calculated as the number of users in December 2020 that had transactions in December 2021, divided by the number of users that had transactions in December 2020. The chart below shows
how consumers (transacting users as of December 31, 2020) using one, two, three, or more than three offerings demonstrated increasing one-year retention rates of approximately 37%, 57%, 74%, and 86%, respectively. Our GrabRewards and OVO
rewards loyalty programs are also important components of the consumer retention strategy, incentivizing consumers to transact on our platform.
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One Year Retention Rate for all MTUs who had Transactions in the month of December 2020
Integrated ads encourage more consumer spend and improve partner outcomes
Our superapp ecosystem allows merchant-partners and other enterprises to reach consumers with targeted messaging and offers via GrabAds. These
GrabAds advertisers are able to use a variety of demand generation tools to reach Grabs consumers and convert them into customers, shrinking their marketing funnel with attributable campaign results.
Consumers discover these GrabAds advertisers seamlessly via personalized advertising and content while browsing the Grab superapp, and are
nudged to engage and transact with these advertisers within the Grab ecosystem. As a result, consumers increase their transaction frequency and order sizes with these advertisers, leading to stronger consumer engagement, increased merchant sales,
and thereby accelerating the Grab ecosystem flywheel.
GrabAds also offers integrated advertising solutions with our vehicle fleet,
allowing advertisers to place advertising inside and outside of vehicles. Participating driver-partners receive a portion of the advertising value, supplementing their income.
Help achieve operational efficiencies
Our scale and ecosystem also spur growth and facilitate the rapid rollout of new offerings. Leveraging our existing base of driver-partners, we
were able to rapidly scale our food delivery offering to become Southeast Asias category leader in just two years. In addition, we were able to expand GrabMart from two countries to all of our eight Southeast Asian markets within three months.
Not only are we able to rapidly scale our offerings, but we are able to do so at lower costs.
Enhances resilience of our business model
Our platform is diversified and flexible. We facilitate important high-frequency everyday consumer services and cater to a wide
range of price points and demographics, enabling us to remain present throughout consumers daily lives. Our focus on providing a broad range of key offerings contributes to the resilience of our business model. Our offerings are also deeply
integrated into the lives of consumers, often on a daily basis, which drives loyalty and retention.
Our diversified everyday
everything app strategy provides us with the flexibility to adapt and deploy resources where consumer demand is highest. This diversification and resilience of our business enabled us to emerge, we believe, stronger from the COVID-19 pandemic.
For example, the benefits of our model were best evidenced during the COVID-19 pandemic, when demand for mobility offerings declined as
regions were subject to stay-at-home and social distancing orders, but demand for deliveries rose significantly. In response, we enabled more than 237,000 driver-partners who were previously only serving the mobility segment to have the choice to
serve both our mobility and deliveries segments in 2020 to respond to changes in demand.
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We have the foundation in place to divert resources to, and expand, our deliveries and
financial services offerings during the pandemic. Despite the COVID-19 impact, our revenue grew by $154 million to $549 million for the six months ended June 30, 2022 from $396 million for the six months ended June 30, 2021, and by
$206 million to $675 million for the year ended December 31, 2021 from $469 million for the year ended December 31, 2020.
Synergies across offerings enable new innovative products
Integration across offerings on our platform also strengthens the superapp ecosystem, enabling the launch of new innovative products to our
consumers, as well as our driver- and merchant-partners. For example, linking deliveries and financial services offerings on our platform, we have enabled deliveries-based coverage (together with our insurance partners in certain jurisdictions) such
as Delivery Cover, which provides consumers protection against damage, theft or loss of an item when using the GrabExpress offering.
Our
superapp ecosystem has also enabled us to develop credit profiles for our driver- and merchant-partners, a typically underserved segment, which in turn provide them access to formal credit opportunities for the first time. With insights like
understanding how much income is earned by our driver- and merchant-partners through our platform, we are able to tailor responsible lending services. For example, we launched our Quick Cash for MSMEs in Thailand in 2020, one of the first 100%
digital and instant cash loan solutions for merchants in the country. In 2021, the number of active Quick Cash loans in Thailand grew 29 times, indicating strong demand for such digital instant cash loans as merchant-partners affected by COVID-19
lockdown sought quick financing to ease cash flows.
We believe the breadth of offerings in our ecosystem and the synergies across these
offerings will continue to enable us to quickly identify new growth areas and develop new innovative services to capture these opportunities.
Our
Approach
Driving Southeast Asia forward with technology
Our technology allows us to manage dynamic, real-world interactions every day, support global payment capabilities, provide multilingual
real-time community safety and user support and cater to city-specific product requirements.
Technology designed to be scalable, flexible and
reliable
As our superapp serves users in over 480 cities across Southeast Asia, our technology systems are designed to be
scalable, yet flexible enough to be hyperlocal. With millions of transactions taking place on our platform every day, our technology aims to deliver a seamless and hyperlocal experience, while ensuring reliability. Furthermore, our experiences take
into account languages and other local variations specific to countries and cities across Southeast Asia. For example, the Grab app includes a secure chat with automatic translation between our driver-partners and our consumers (GrabChat).
Technology that strives for security and integrity
Our superapp is powered by a unified technology and data platform, and improvements to our core technology architecture can be scaled quickly
across our markets. For example, upon identifying fraud patterns on our booking flows, we can roll out pre-allocation risk algorithms, a complex set of real-time logic that uses machine learning to predict the probability of fraudulent transactions
before allocating the transaction. In 2021, this predictive AI provided proactive protection for more than two billion transactions on our platform against malicious activities, and it continues to provide a layer of preventative protection.
Global tech talent pool, local solutions
Our team of engineers, data scientists, data analysts, designers and product managers are located across eight research and development centers
in Bangalore, Beijing, Cluj-Napoca, Ho Chi Minh City, Jakarta, Kuala Lumpur, Seattle, Shenzhen, Singapore, and Taipei. Our highly specialized and talented technology team, spread across multiple geographical locations, builds solutions that combine
Grabs strong engineering capabilities with local perspectives from our driver- and merchant-partners and consumers who live in the same geographical location as our technology team. Our technology team not only designs, builds and optimizes
our offerings for a broad spectrum of driver- and merchant-partners and consumers, but also keeps our technology platform running efficiently. They conduct hundreds of controlled experiments each month using our proprietary experimentation engine,
GrabX, to drive regular improvements to both product experience and marketplace efficiency. This combination of technical know-how and local perspectives helps us in our efforts to deliver personalized and hyper-localized solutions for
our customers.
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Our technology priorities continue to be:
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Reliability and resilience. We aim to provide a platform enabling a wide range of offerings to be provided
to millions of people across Southeast Asia every day, and we take this responsibility seriously. If our systems fail to function correctly, we know that this directly impacts livelihoods. We strive to build technological capabilities and
infrastructure that monitor our systems, detect software, hardware, or dependency problems quickly and offer a solution to mitigate disruptions. Due to such efforts, the reliability of our technology has generally improved, despite our
business growing scale and number of offerings. |
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Security. We aim to provide a secure platform for our wide range of offerings. We strive to incorporate
security practices into our product development lifecycle, and to regularly review and update them according to what we believe to be industry best practices, as well as to regularly update our infrastructure for protection against the latest
security vulnerabilities. GrabDefence is our proprietary anti-fraud detection and prevention system that learns from the millions of transactions we process daily to help us stay ahead of fraudulent activity. |
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Trust & safety. We build technology solutions with the aim of creating and maintaining a safe and
trusted experience on our platform, including facial recognition for the driver-partners and consumers using our platform where necessary (barring local regulatory or operating restrictions), trip monitoring to detect possible safety incidents,
telematics to improve driving quality, digital know-your-customer checks for our driver- and merchant-partners as required by local regulations and ongoing fraud detection and prevention. Our constant investment in this area has enabled us to
progressively improve and maintain low safety and fraud incident rates on our platform. |
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Marketplace optimization. Our technology systems make a vast number of decisions in real-time to try to
optimize demand and supply across a multi-sided marketplace consisting of the driver- and merchant-partners and the consumers using our platform. With machine learning, we are able to make demand forecasts in real time for certain mobility and
deliveries offerings, which help us to make better marketplace optimization decisions. Our marketplace design focuses on assisting our driver- and merchant-partners to maximize productivity while helping to ensure that the consumers are able to
obtain on-demand rides from driver-partners and receive scheduled deliveries from our merchant-partners. In order to achieve this, our pricing, allocation and batching engines are designed to draw from a combination of artificial intelligence and
machine learning to observe historical trends, match them with real-time environmental data and usage patterns and make intelligent decisions. For example, every order request factors in a large number of different attributes including the
driver-partner profile, consumer ride history, location, time of day and more to help us make the best match possible. In addition, we forecast areas that we expect will see a spike in demand and make the data available to driver- and
merchant-partners to improve the overall efficiency of our marketplace. |
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Artificial intelligence. The volume and frequency of data that we process through our platform each and
every day provides valuable insights on consumption patterns and consumer behavior in Southeast Asia. We bring this data together with deep artificial intelligence and machine learning capabilities to deliver intelligent, personalized experiences
and help solve problems in the region such as fraud. For example, our technology enables us to provide a predictive ride recommendation, so that a ride can be booked with one tap. We use computer vision to detect, identify and flag unclear images
submitted by our merchant-partners. We also use machine learning, paired with GPS data from our driver-partners, to detect potentially unmapped roads. |
We have invested in building key technology infrastructure in-house in order to better serve the needs of our partners, our employees and the
consumers. We believe that these proprietary technologies not only provide us with a competitive advantage, but have also enabled us to become less dependent on external technology providers in certain cases. For example:
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Our platform has served over eight billion driver-partner trips and aggregated over 49 billion kilometers of
GPS trace data. More importantly, many streets in the cities we operate in are actually alleys or shortcuts that are not mapped by mapping service providers. However, our two-wheel driver-partners are able to utilize these alleys and shortcuts in
many situations. We integrate data from trips through these alleys and shortcuts into our maps, using the real-time mapping data we collect from our driver-partners. With our data and the investments we have made into AI and other technologies, we
have developed proprietary mapping, routing, journey time prediction and point of interest (POI) capabilities. This has not only helped reduce our reliance on external mapping service providers, but has also enabled us to improve user
experience with more accurate travel time prediction and better routing. |
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We have developed a proprietary technology stack to power GrabAds, our in-house advertising platform. This stack
includes advertisement serving, personalization and reporting capabilities that leverage Grabs unique assets, such as geo-location, loyalty rewards and GrabPay. The combination of these tools is aimed at enabling us to deliver a competitive
return on advertising spend for our advertising clients and merchant-partners while ensuring we continue to provide relevant, engaging content for consumers using our superapp. |
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GrabLink, our in-house PCI-compliant secure payment gateway, provides the ability for us to process card payments
without third-party payment service providers. Today, GrabLink is directly connected to seven acquirers in five countries and processes more than a million payment transactions daily, saving us millions of dollars in payment processing costs every
year. |
Global and talented team with a heart to serve
Over the years, we have built a deep technical and business bench that thrives in a strong corporate culture. As a founders-led, mission-driven
company that seeks to uplift our communities across the region, we place as much emphasis on cultural alignment with The Grab Way and our 4H principles as we do on technical or functional competency. This is reflected in our hiring and performance
management practices and over time has enabled us to assemble a global and talented team that not only has a deep understanding of the local cultures and markets of Southeast Asia but also truly believes in our mission, the gravity of the societal
problems we are solving and has a heart for, and the hunger to serve, our communities.
Hyperlocal approach to solving problems of partners and
consumers
As a pan-regional operator, with our superapp platform, we believe we are unique in Southeast Asia. We have demonstrated
our ability to succeed and compete across multiple geographies because we recognize that every country we operate in is different.
Being hyperlocal
helps us adapt and grow in each market
Each country has different infrastructure, regulations, systems and consumer expectations.
Recognizing this diversity is key to successful expansion in the region, and so we take a hyperlocal approach to our operations.
This
starts with having dedicated, local boots-on-the-ground execution teams led by local leaders in each country that we operate. As of June 30, 2022, around 89% of our workforce is based in-market, and that includes technology teams in
Indonesia, Malaysia, Singapore and Vietnam. We also invest significant time in developing and maintaining deep and long-standing local relationships across the region, and a key aspect of our approach to doing business is our collaborative approach
with various stakeholders and regulators in each of our markets.
Being hyperlocal helps us meet our users different needs
User experience is customized to suit the needs of our driver- and merchant-partners and consumers in each individual market. We recognize that
problem solving at the local level is essential to succeed rather than a one-size fits all approach, and we tailor our offerings accordingly. For example, we have developed solutions for locally popular modes of transportation, including
GrabThoneBane in Mandalay, Myanmar, GrabTukTuk in Cambodia and Thailand and GrabTrike in the Philippines. In Singapore, we combined taxis and private cars into a single fixed upfront fee supply pool under JustGrab because we realized that passengers
were generally indifferent to the type of car that picked them up, so long as it was the fastest to arrive and there was upfront certainty over fares. During the fasting month of Ramadan, some Ramadan bazaars were canceled across the region due to
social distancing requirements. We worked with local governments to encourage bazaar sellers to join GrabFood and/or GrabMart to mitigate the impact of social distancing requirements during a traditionally important time of the year for generating
income.
Competition
We have a
technology platform providing a broad range of everyday local offerings in a seamless superapp offered at a regional scale, localized for each country where we operate. The segments and markets in which we operate are intensely competitive and
characterized by shifting user preferences, fragmentation and frequent introductions of new offerings. We face competition in each of our segments and markets from single market and regional competitors and single segment and multiple segment
players. We compete to attract, engage and retain consumers, driver-partners and merchant-partners and enable access to consumers based primarily on the following criteria:
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Consumers. We compete to enable driver- and merchant-partners to be able to attract, engage and retain
consumers based on, among other things, convenience, reliability and value of offerings on our platform. We believe we are positioned favorably based on safety, value and breadth, depth and quality of offerings on our platform. The integration of
offerings on our superapp platform provides consumers with one-stop access to everyday needs, differentiating us from many of our competitors. |
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Driver-Partners. We compete based on, among others, our ability to provide flexible income opportunities,
attractive earning potential and the quality of our driver-partner community and work experience. We believe that we are positioned favorably, driven by the scale and breadth of our support for driver-partners, including technology-driven tools and
services that enable them to increase their productivity and earnings. We also focus on supporting our driver-partners by providing them training and education initiatives that may be helpful with their career objectives. |
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Merchant-Partners. We compete based on, among others, our ability to generate consumer demand and the
quality and value of our demand fulfillment and support services. We believe we are positioned favorably based on the scale of the consumer base on our platform and demand fulfillment capabilities as well as our broad array of merchant tools and
services that enable merchant-partners to launch and scale their businesses. |
For additional information about the risks
to our business related to competition, see the section titled Risk FactorsRisks Relating to Our Business and IndustryWe face intense competition across the segments and markets it serves.
Our Roadmap for Sustainable Growth
Invest in
Technology and Infrastructure
We plan to continue to invest in technology and infrastructure to enhance user experience and
improve operational efficiency. For example, we plan to continue to:
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Refine our on-demand delivery algorithm and mapping capabilities to further optimize routing and reduce delivery
times. |
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Focus investment on AI to better predict our users needs so as to enable more relevant, personalized and
engaging experiences. |
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Leverage automation to increase the efficiency of operational processes such as the processing of support
enquiries. |
Drive Efficiencies and Monetization Opportunities across our Partner Network
The scale of our driver- and merchant-partner base and consumers using our platform creates significant opportunities for us to drive further
growth and efficiency. For example, we plan to continue to:
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Increase engagement as well as addressable advertising opportunities by increasing the breadth and deepening the
personalization of our diversified offerings. |
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Optimize our driver-partner network and maximize efficiencies as we enable more driver-partners to service
multiple verticals to satisfy demand. |
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Offer more tools to assist our merchant-partners to innovate and increase their revenue and productivity.
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Cross-sell financial services such as loan and insurance products to our driver- and merchant-partners.
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Expand our Range of Products and Offerings with Focus on High Growth Areas
We are focused on expanding product offerings on our platform in the areas which we believe have the highest growth potential and which have
the strongest synergies with the rest of our ecosystem. This includes:
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Package and groceries delivery: These businesses are still relatively nascent and have much room for
growth in tandem with the growth in e-commerce and the pandemic-induced shift to online grocery shopping. We plan to continue to explore and innovate new delivery models to offer the most affordable and convenient services to our consumers.
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Financial services: The opportunity for financial services in Southeast Asia is significant, with roughly
six in every ten adults in the region either unbanked or underbanked according to Euromonitor, and the vast majority of commerce (by transaction volume) conducted in cash. We intend to continue leveraging our user base and scale in digital e-wallets
and the wealth of transactional e-commerce data from within our ecosystem to innovate and offer new financial services products to consumers and small and medium-sized businesses. The digital banking license we obtained in Singapore with our
consortium partner, Singtel, will allow us to further empower more people to gain control of their finances and achieve better economic outcomes. |
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Enterprise services: We see significant potential in targeted advertising for merchant-partners so they
may better realize opportunities from our extensive ecosystem and its unique features to increase their sales. In 2022, we also launched GrabMaps, a new enterprise service that will allow us to tap into the mapping and location-based services market
opportunity. First developed for in-house use, GrabMaps was created to address Grabs need for a more hyperlocal solution to power its services. |
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Furthermore, we see room for growth outside of tier 1 cities that remain underpenetrated
today. We will look to expand and localize our product offerings to address the needs of consumers in those cities.
Pursue Targeted Investments,
Acquisitions, and Strategic Partnerships
To complement our organic growth strategy, we expect to continue to selectively pursue
investments and acquisitions that we believe will enhance user experience, as well as solidify and extend our category leadership position. We have also successfully pursued a strategy of making strategic alliances with suitable partners, and we
expect to continue to do so in the future. We intend to focus on investments, acquisitions and alliances that we believe will attract new consumers to our platform and broaden our offerings.
Intellectual Property
Our brand value
and technology, including our intellectual property, are some of our core assets. We protect our proprietary rights through a combination of intellectual property, contractual rights, and internal controls and procedures. These procedures include
registered intellectual property, such as patents and patent applications, registered designs, registered trademarks, registered copyright, and unregistered intellectual property, including unregistered trademarks, unregistered copyrights, and trade
secrets. We also protect our proprietary rights through license agreements, confidentiality and non-disclosure agreements with third parties, employees and contractors, employee and contractor disclosure and invention assignment agreements, and
other similar contractual rights, as well as administrative, physical, and technical controls to protect our confidential information and trade secrets.
As of August 25, 2022, we had 852 registered trademarks and 438 pending trademark applications across the various markets we operate in,
and as of August 25, 2022, we had registered 822 domain names.
As of August 25, 2022, we had 51 granted patents, 627 pending
patent applications and 56 filed and/or registered designs throughout our markets of operation and research and development locations. Many of the patents and pending patent applications relate to our core technology such as customer matching,
booking intelligence, location intelligence, platform optimization, safety and tracking services. Our software is also protected by copyright and trade secrets/confidential information laws. However, we cannot guarantee that any of our patent
applications will result in the issuance of a patent or whether such patent applications will issue with the same or similar claim scope as currently present. For example, we may narrow the claim scope of a patent application during the examination
process. In addition, patents may be contested, circumvented, found unenforceable or invalid, and we may not be able to detect third party infringement of our intellectual property rights or prevent third parties from infringing them.
We generally control access to and use of our proprietary technology and other confidential information with internal and external policies,
processes and controls, including network security and contractual protections with employees, contractors and other third parties. To preserve our brand value, we also have brand enforcement programs in place and conduct regular reviews to monitor
any infringement by third parties of our intellectual property rights.
Despite our various efforts to protect our proprietary rights,
unauthorized parties may still copy or otherwise obtain and use our technology. In addition, as we face increasing competition and as our business grows, we could face allegations that we have infringed the trademarks, copyrights, patents, trade
secrets or other intellectual property rights of third parties, including of our competitors, strategic partners, investors and other entities with whom we may share information or receive information from, and as a result may be subject to legal
proceedings and claims from time to time relating to the intellectual property of others.
Insurance
We maintain insurance coverage that we believe is relevant for our businesses and operations. Our insurance includes local property insurance
in various countries, which also covers business interruptions and public liabilities, errors and omissions, commercial motor insurance covering our vehicle fleets, employee insurance covering varying combinations of outpatient and inpatient
medical, term life, work injury and personal accidents, intellectual property infringement liability insurance, special risk insurance covering 56 types of perils including cyber and information risks, and directors and officers
liability insurance, among other coverage. In addition to this special risk insurance, we have also procured cyber liability insurance covering primarily data and system recovery, cyber extortion, privacy and network security, media, technological
professional liability and business interruption arising therefrom. We also have general commercial third-party liability insurance for GrabFood, personal accident insurance and prolonged medical leave insurance coverage for our driver-partners in
Singapore, as well as riders liability insurance in certain countries, including Singapore. We cannot guarantee, however, that we will not incur any losses or be the subject of any claims that exceed the scope of the relevant insurance
coverage. We reassess our insurance structure at each renewal, taking into account both insurance market conditions and the expansion and development of our business.
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Facilities
Our corporate headquarters is located in 3 Media Close, #01-03/06, Singapore 138498. Our lease agreement for our headquarters has a term that
expires in July 2032. Our headquarters is home to the largest of our eight research and development centers and can house up to 3,000 employees. As of June 30, 2022, we leased office facilities around the world totaling over 102,000 square
meters, and we also have local offices in each of our markets outside of Singapore, including Indonesia, Malaysia, Thailand, Vietnam, the Philippines, Cambodia and Myanmar. We believe our facilities are adequate and suitable for our current needs
and that should it be needed, suitable additional or alternative space will be available to accommodate our operations.
Culture and Employees
Our employees are critical to our success and have scaled in line with the growth of the business. As such, we focus on cultivating a
values-driven corporate culture anchored around the principles 4 Hs being heart, hunger, honor and humility, which serve to guide our employees towards our mission to drive Southeast Asia forward by creating economic empowerment for
everyone. Each of the 4 Hs is demonstrated daily through a set of behaviors that define The Grab Way:
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Heart: To serve Grabs communities, we aim to take a long-term view to understanding and
balancing the needs of our driver- and merchant-partners and the consumers on our platform and gain strength through teamwork as one organization rather than focusing on individual functions or business lines. |
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Hunger: We value dedication, drive and adaptability in responding to our challenges in creative
ways and encourage our people to learn from mistakes, seek feedback and provide help to others. |
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Honor: Integrity is a key enabler of our mission for all our stakeholders, and we strive to build
successful marketplaces grounded in trust. |
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Humility: We recognize that there is always room for growth and seek to learn from consumers,
partners, communities and employees. |
We firmly believe that The Grab Way fosters a collaborative, innovative and
respectful work environment that makes Grab one of the best places to work in Southeast Asia. The following table indicates the distribution of our full-time employees by function as of June 30, 2022:
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Function |
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Number of Employees |
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General and administrative |
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1,117 |
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Sales and marketing |
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839 |
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Operations and support |
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4,372 |
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Research and development |
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3,165 |
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Total |
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9,493 |
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In addition, as of June 30, 2022, we had 207 fixed-term contract employees and 6,844 temporary agency
workers. Our employee relations are strong, and we consistently gather ground-up employee feedback through engagement surveys. None of our employees are represented by a labor union.
Legal Proceedings
We are from time to
time involved in private actions, collective actions, class actions, investigations and various other legal proceedings by consumers, driver- and merchant-partners, restaurants, employees, commercial partners, competitors and government agencies,
among others, relating to, for example, personal injury or property damage cases, employment or labor-related disputes such as wrongful termination of employment, consumer complaints, disputes with driver- and merchant-partners, contractual disputes
with suppliers or commercial partners, disputes with third parties and regulatory inquiries and proceedings relating to compliance with competition, privacy or other applicable regulations. We may also initiate various legal proceedings such as
against former employees, suppliers or merchant-partners to enforce our rights. There are inherent uncertainties in these matters, some of which are beyond our managements control, making the ultimate outcomes difficult to predict.
Information is provided below regarding the nature and status of certain legal proceedings against Grab. Other than as set forth below, we are
not a party to, nor are we aware of, any legal proceeding, investigation or claim which, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations.
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Government Proceedings
We have been, and are currently, involved in actions brought by government authorities and third parties, alleging violations of competition
laws, consumer protection laws, data protection laws and other laws. We dispute any allegations of wrongdoing and intend to continue to defend ourselves vigorously in these matters. For example, on October 3, 2019, the Malaysia Competition
Commission, or MyCC, served a proposed decision against Grabcar Sdn. Bhd., MyTeksi Sdn. Bhd. and Grab Inc. for allegedly abusing Grabs dominant position by restricting driver-partners from promoting competitors products and providing
advertising services to third-party enterprises. MyCC imposed a proposed financial penalty of MYR86.8 million (approximately $20 million), along with the directive for MyTeksi Sdn. Bhd. and Grabcar Sdn. Bhd. to remove the restrictive clause
permanently from the relevant terms and code of conduct and to notify all driver-partners of such removal for a period of 12 weeks. The matter is pending the issuance of a final decision by the MyCC. Grabcar Sdn. Bhd., MyTeksi Sdn. Bhd. and Grab
Inc.s initial leave application to the High Court for a judicial review of MyCCs proposed decision was dismissed and they have since been granted leave by the Court of Appeal to have the judicial review application against MyCCs
proposed decision heard in the High Court. The MyCC has appealed to the Federal Court against the Court of Appeal decision in granting leave. During the leave hearing, the Federal Court requested the submission of the Court of Appeals grounds
of judgment. The MyCC was granted an interim stay, pending issuance of the grounds of judgment by the Court of Appeal.
Personal
Injury Matters
In the ordinary course of our business, various parties have from time to time claimed, and may claim in the
future, that we are liable for damages related to accidents or other incidents involving driver-partners or passengers using or who have used services offered through our platform, as well as from third parties. For example, on August 10, 2020,
a passenger who was injured in an accident while using GrabBike, filed a claim in the Thai Civil Court against Grabtaxi Holdings Pte Ltd, Grabtaxi (Thailand) Co., Ltd and the driver-partner for approximately THB53 million (approximately $2
million) in damages. Although the case is still pending and ongoing, our management is of the view that the claim amount is exaggerated and the plaintiff is unlikely to be able to substantiate the amount of the claim.
Independent Contractor Matters
In the ordinary course of our business, various driver-partners have challenged, and may challenge in the future, their classification on our
platform as independent contractors, seeking monetary, injunctive, or other relief although we have generally been able to defend such actions. We are currently involved in one such action filed by an individual driver-partner seeking damages for
wrongful termination. On January 3, 2020 a former driver-partner filed a claim against MyTeksi Sdn Bhd in the Kuala Lumpur Industrial Relations Department alleging unfair dismissal from the Grab platform. The Minister of Human Resources
declined to refer the driver-partners claim to the Industrial Relations Court based on his sole discretion, and the former driver-partners subsequent application to the Kuala Lumpur High Court for judicial review of the Ministers
decision was also dismissed. The former driver-partner filed an appeal to the Court of Appeal and the appeal is pending. Grab believes that the appeal is unlikely to succeed given that the Self-Employed Social Security Act 2017 recognizes that
driver-partners are self-employed and the recent amendment to the aforesaid Act reinforces this point by adding and recognizing delivery partners as independent contractors. However, if the appeal is successful and the former driver-partner is
allowed to bring the claim in the Industrial Relations Court, the classification of driver-partners as independent contractors in Malaysia would be challenged. In addition, we are also regularly subject to claims, lawsuits, arbitration proceedings,
administrative actions, government investigations and other legal and regulatory proceedings seeking to hold us liable for the actions of independent contractors on our platform.
Other Actions
We
are currently also involved in the following actions:
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On December 4, 2020, the Malaysian Association of Taxi, Rental Car, Limousine and Airport Taxi, or GTSM,
filed a claim against Grabcar Sdn. Bhd. in the Kuala Lumpur High Court claiming that Grabcar Sdn. Bhd. illegally provided online transportation services prior to obtaining the relevant government approval, thereby creating unfair competition and
denying its 10,000 members from their livelihood. The claim amount is approximately $24 million. Grabcar Sdn. Bhd. filed an application to strike out the action that was heard in the High Court on June 3, 2021 and was decided in favor of
Grabcar Sdn. Bhd. on July 14, 2021. On August 11, 2021, GTSM filed a notice of appeal against the decision of the High Court. The hearing of the appeal is fixed for October 7, 2022. |
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In October 2018, a Thai taxi driver filed a claim against a Thai regulator alleging that the Thai regulator
omitted and neglected to perform its duties by allowing Grabtaxi (Thailand) Co., Ltd. (Grabtaxi Thailand) to operate GrabCar (i.e. allowing Grabtaxi Thailand to assist its driver-partners to use private cars to provide public transport
service). Grabtaxi Thailand is a co-defendant in this case. The case is still pending. We believe the potential impact in the case of any adverse outcome from this case should be limited to a fine that may be imposed by the regulator.
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In December 2018, Grab was assessed approximately PHP1.4 billion (approximately $25 million) in the
Philippines for an alleged deficiency in local business taxes. We are contesting this assessment and the case remains under review by the regional trial court. |
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On September 21, 2021, Grab Greco LLP was served with a claim in the Bangalore City Civil Court in India by
a former employee and a company from which Grab Greco LLP had acquired intellectual property assets in 2018. The plaintiffs allege that Grabs wallet platform breaches the plaintiffs intellectual property rights. The relief sought from
the Bangalore City Civil Court includes an injunction to restrain Grab from using the claimants purported copyright and patents and an account of profits. Grab believes the case has no merit and is contesting it on the basis that, among other
things, Grab completed the purchase of the relevant intellectual property in 2018. The case is still pending. |
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Beginning in March 2022, various putative shareholder class action lawsuits were filed against our Company and
certain of its officers in the U.S. District Court for the Southern District of New York. On June 7, 2022, the Court appointed Lead Plaintiffs and consolidated all actions under the caption In re Grab Holdings Limited Securities
Litigation, No. 1:22-cv-02189-VM. On August 22, 2022, Lead Plaintiffs filed an Amended Class Action Complaint against the Company, certain of its officers and directors, and certain officers and directors of Altimeter Growth Corp. The
class action is purportedly brought on behalf of various classes of persons who allegedly suffered damages as a result of alleged misstatements and omissions regarding our proxy and registration statements, reported financials, business operations,
and future prospects, in violation of Sections 11 and 15 of the U.S. Securities Act of 1933, Sections 10(b), 14(a), and 20(a) of the U.S. Securities Exchange Act of 1934, and Rules 10b-5 and 14a-9 promulgated thereunder. The case remains in its
preliminary stage. Although we consider the allegations to be without merit and intend to contest them vigorously, it is difficult for us to predict the outcome of this case or the potential damages or expenses that may be incurred as the case is
still in a preliminary stage. |
Corporate History
We were first incorporated in July 2011 as MyTeksi Sdn. Bhd., a Malaysian private limited company, and launched our mobility business in June
2012 in Malaysia with our taxi-hailing booking service MyTeksi.
In June 2013, GrabTaxi Holdings Pte. Ltd., a Singapore private limited
company, was incorporated as the ultimate corporate parent of our subsidiaries, consolidated affiliated entities and other holdings (together, our group). In April 2015, we conducted a holding company reorganization and incorporated Grab
Inc., a Cayman Islands limited liability company, as the ultimate corporate parent of our group. In 2016, we rebranded from MyTeksi/GrabTaxi to Grab. In March 2018, Grab Inc. completed another holding company reorganization in which Grab Holdings
Inc., or GHI, became the ultimate corporate parent of our group. In December 2021, the Business Combination was completed, upon which Grab Holdings Limited, or GHL, became the ultimate corporate parent of our group, and our Class A Ordinary
Shares and Warrants were listed on NASDAQ under the symbols GRAB and GRABW, respectively.
Significant milestones
in our corporate history include:
20132017
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Commenced operations in Singapore, the Philippines, Thailand, Indonesia, Vietnam, Cambodia and Myanmar
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2018
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Completed the acquisition of Ubers business in Southeast Asia through an all-share deal following which
Uber became a major strategic shareholder in Grab |
2019
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Launched GrabForGood, Grabs social impact program |
2021
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Announced GrabForGood Fund |
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Completed the Business Combination |
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2022
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Completed acquisition of the majority economic interest in Jaya Grocer |
Below are significant operational milestones in our development, by segment:
Mobility
2012
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Launched GrabTaxi (previously called MyTeksi), a taxi booking and dispatch service |
2014
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Launched GrabCar, expanding from taxi to economy and premium ride-hailing booking services |
2015
2016
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Launched GrabShare, a commercial carpooling booking service |
Deliveries
2015
2017
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Acquired Kudo, an Indonesian agent network company, later rebranded to GrabKios |
2018
2019
2020
2022
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Acquired a majority equity interest in Jaya Grocer, a supermarket chain in Malaysia |
Financial Services
2017
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2018
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Invested in OVO, a digital payments platform in Indonesia |
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Launched GrabFinance, lending and receivables factoring for driver- and merchant-partners, MSMEs and consumers
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2019
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Launched GrabInsure, a joint venture with a subsidiary of ZhongAn Online P&C Insurance Co., Ltd. for sales,
marketing and distribution of insurance for consumers and driver-partners, including health, ride and delivery and travel insurance |
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GrabPay Malaysia entered into a joint venture with Maybank, pursuant to which Maybank acquired a 30% interest in
GPay Network (M) Sdn Bhd |
2020
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Entered into strategic alliance with MUFG to create affordable financial services |
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Acquired Bento Invest Holding Company Pte. Ltd., now known as GrabInvest (S) Pte. Ltd., a robo-advisory
start-up offering retail wealth management solutions |
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Launched AutoInvest, a micro-investment solution |
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Launched PayLater on selected e-commerce sites |
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Launched payment processing and merchant acquiring services |
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Digital Banking JV selected for a digital full bank license in Singapore by the MAS |
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Raised Series A financing for GFG |
2021
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Signed the joint venture agreement for Digital Banking JV with Singtel |
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Digital Banking JV granted in-principle approval by the MAS for a digital full bank license
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Increased equity interest in OVO |
2022
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Acquired a minority equity interest in Bank Fama International |
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Digital Banking JV received approval from the MAS to commence restricted business activities
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Digital Banking JV and a consortium of partners were selected to receive a full digital banking license in
Malaysia, subject to meeting all of Bank Negara Malaysias regulatory conditions |
Enterprise and New
Initiatives
2018
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Launched GrabAds, our advertising business |
2019
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Launched GrabDefence, a fraud detection and prevention solution |
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Launched GrabHealthpowered by Good Doctor Technology (GDT), a telemedicine offering in partnership with
Ping An Good Doctor |
2022
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Launched GrabMaps, a mapping and location-based service |
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Corporate Structure
We are a limited liability company incorporated in the Cayman Islands that is a holding company and does not have substantive operations. We
conduct our businesses through our subsidiaries and consolidated affiliated entities and may also own minority interests in certain businesses. The laws and regulations in certain markets in which we operate, including Thailand, Indonesia, Vietnam,
the Philippines and Malaysia place restrictions on foreign investment in and ownership of entities engaged in a number of business activities. As a result, in Thailand and with respect to certain businesses in Indonesia, Vietnam, the Philippines and
Malaysia, we conduct our business through consolidated affiliated entities in which in addition to our ownership of equity interests, some of which may be minority interests, we have certain rights pursuant to contractual arrangements with other
shareholders of the relevant entities that allow us to consolidate the results of such entities under IFRS.
In addition to directly or
indirectly holding equity interests in such consolidated affiliated entities, we have entered into certain contractual arrangements, which provide us with control over the relevant entities. The contractual arrangements with respect to our principal
consolidated affiliated entities consist of the following:
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In Thailand, we exercise control over relevant Thai operating entities as a result of a dual-class share and
two-tiered corporate structure. We own ordinary shares in the top level holding company, Thai Holding Entity 2, that gives us control of Thai Holding Entity 2 based on shareholder meeting quorum and voting requirements. Our Thai local partner,
Mr. Vee Charununsiri (Thai local partner), holds preference shares in Thai Holding Entity 2 that have limited rights to liquidation proceeds upon liquidation of the company. Such arrangements are reflected in the Articles of
Association of Thai Holding Entity 2. In addition to the Articles of Association, which provide us with our control over Thai Holding Entity 2, pursuant to a Call Option Agreement between us and our Thai local partner, we also have the right to
acquire the Thai local partners shares in Thai Holding Entity 2 upon the occurrence of certain events. |
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In Indonesia, powers of attorney granted by PT Ekanusa Yadhikarya Indah and PT Ekanusa Yudhakarya Indah (both of
which are controlled by our Indonesian local partner, Mr. Leo Mamahit) with respect to PT Solusi Pengiriman Indonesia provide us control over those two Indonesian operating entities. PT Ekanusa Yadhikarya Indah and PT Ekanusa Yudhakarya Indah
agree thereunder to hold their shares in trust for our benefit and to exercise their voting rights as instructed by us. With respect to BCP, pursuant to a shareholders agreement entered into with PT Cakra Finansindo Investama (which is controlled by
our Indonesian local partner, Mr. Arsjad Rasjid) and PT Abhimata Anugrah Abadi (which is controlled by our local partner, Mr. Alvin Sariaatmadja), we have certain contractual rights, which include rights to (a) control the appointment
of the Chief Executive Officer and the Chief Financial Officer (including the right to nominate any such officers as directors or as president director), (b) approve the budget and business plan of BCP and its subsidiaries; and (c) approve
future funding of BCP and its subsidiaries, whether through debt, equity or otherwise. In each case, in addition to the aforementioned contractual rights, we also have a call option that provides us the right to require the aforementioned local
partners to transfer their shares in the aforementioned entities to another party and the local partners shares in such entities are also pledged, which means the local partners can transfer their shares only upon receiving our consent.
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In Vietnam, we exercise control over relevant Vietnam operating entities based on voting thresholds set forth in
Grab Company Limited, the Vietnam holding companys charter, pursuant to which resolutions are passed by way of written resolutions agreed by members holding at least 75% of the companys share capital or votes at a physical meeting where
members holding at least 75% of the companys share capital vote in favor of the resolution. Since we hold 49% of the share capital of the Vietnam holding company, our affirmative vote is required for passage of any resolution of the Vietnam
holding company. In addition, pursuant to a Members Agreement entered into by us with our Vietnamese local partner, Ms. Ly Thuy Bich Huyen (Vietnamese local partner), to the extent permitted by local law, certain reserved
matters, including important matters that relate to businesses and operations of Grab Vietnam are subject to our consent. In addition to the aforementioned charter and Members Agreement which provide us with control over our Vietnam operating
entities, we also have a call option that provides us with the right to acquire the Vietnamese local partners shares in the Vietnam holding company, and this right is secured by a security arrangement over the Vietnamese local partners
shares. The Vietnamese local partners shares in the Vietnam holding company are also pledged, which prevents the Vietnamese local partner from disposing of its shares without our consent. |
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In the Philippines, we exercise control over relevant Philippine operating entities pursuant to an Investment
Agreement between us and our Philippine local partner, Mr. Jesse Stefan H. Maxwell, relating to Grab PH Holdings Inc. that gives us (A) the right to (i) appoint directors in proportion to our shareholding interest, (ii) exercise
veto rights with respect to certain reserved matters that fundamentally affect the business of the company and (iii) receive the economic benefits and absorb losses of the Philippine entities in proportion to the amount and value of our
investment, and (B) an exclusive call option to purchase all or part of the equity interests in certain circumstances. In addition, the above-mentioned control-related rights under the Investment Agreement have been included in the Amended
Articles of Incorporation and By-Laws of Grab PH Holdings Inc., which was approved by the Philippines Securities and Exchange Commission on July 12, 2022. Thus, the relevant terms of the Investment Agreement has been memorialized in the Amended
Articles of Incorporation and By-Laws and become public records that are binding not only on Grab PH Holdings Inc. and the shareholders but also on third-parties in relation to the matters covered thereby. A breach of the Investment Agreement
(including in respect of the above-mentioned control rights) would give rise to the right to bring a claim for breach of contract thereunder. Additionally, any action that contravenes the Amended Articles of Incorporation and By-Laws would be
invalid and unenforceable and thereby be incrementally beneficial to the party seeking to enforce its terms. Nevertheless, the Investment Agreement provides sufficient control rights to us, and the Investment Agreement also provides that in the
event of a conflict between the organizational documents of Grab PH Holdings Inc. (such as the Amended Articles of Incorporation and By-Laws) and the Investment Agreement, the Investment Agreement will prevail and the shareholders of Grab PH
Holdings Inc. agree to do all such acts and things and sign and execute all such documents and instruments as may be necessary, desirable or expedient to make the necessary changes in the organizational documents of Grab PH Holdings Inc. (such as
the Amended Articles of Incorporation and By-Laws) to remove such inconsistency or otherwise give effect to the Investment Agreement. |
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In Malaysia, we own 50% of the voting shares in Jaya Grocer outright. The balance of the voting shares are owned
by our Malaysian local partner, Green Aurora Sdn Bhd (Malaysian local partner), an entity owned by our co-founder, Hooi Ling Tan. Pursuant to a management agreement entered into by us through our wholly owned subsidiary, Jaya Grocer and
the Malaysian local partner, to the extent permitted by local law, we generally have the right to decide, among others, on business and financial strategies, including funding, and other strategy matters in relation to the business of Jaya Grocer,
in the best interest of Jaya Grocer and in consultation with the Malaysian local partner. We also have a call option that provides us with the right, to the extent permitted by local law, to acquire the Jaya Grocer shares held by the Malaysian local
partner and also a power of attorney that provides us with the right to direct the transfer of the shares of the Malaysian local partner (and therefore, indirectly, its shares in Jaya Grocer), to the extent permitted by local law, in the event of a
default under the subscription agreement with respect to the preference shares with the Malaysian local partner. |
Such
arrangements involve risks that are greater than those involved in holding a direct equity interest, including, among others, risks related to regulatory actions or disputes with the aforementioned local partners, which could, among other things,
adversely impact our operations in the relevant jurisdictions and our consolidation of the financial conditions and results of operations of such entities in our consolidated financial statements, cause us to incur substantial costs in protecting
our rights or result in our inability to enforce our rights. For a discussion of the foregoing restrictions and certain risks related thereto, see Regulatory Environment and Risk FactorsRisks Relating to Our Corporate
Structure and Doing Business in Southeast AsiaIn certain jurisdictions, we are subject to restrictions on foreign ownership.
87
The following summary diagram illustrates our principal corporate structure as of the date
of this prospectus (with reference to the country and date of formation):
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Our direct and/or indirect equity ownership. |
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Our contractual rights. See footnotes below for information on our contractual rights. |
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(1) |
Indonesia: In addition to our ownership of 82.8% of the shares, which, due to a dual-class structure,
represent a 38.9% voting interest, of PT Bumi Cakrawala Perkasa (BCP) through which we own OVO and conduct our financial services businesses in Indonesia, we have contractual rights to (a) control the appointment of the Chief
Executive Officer, and the Chief Financial Officer (including the right to nominate any such officers as directors or as president director), (b) approve the budget and business plan of BCP and its subsidiaries; (c) approve future funding
of BCP and its subsidiaries, whether through debt, equity or otherwise, and (d) certain economic rights with respect to the remaining shareholding of BCP. We conduct our point-to-point courier delivery business through PT Solusi Pengiriman
Indonesia (SPI), in which a 94.12%-owned subsidiary owns 49%. We have entered into contractual arrangements with a third-party Indonesian shareholder, which holds 51% of the shares of SPI, as a result of which we are able to control SPI
and consolidate its financial results in our consolidated financial statements in accordance with IFRS. The non-controlling interests of minority shareholders in BCP are accounted for in our consolidated financial statements. |
(2) |
Vietnam: We conduct our deliveries and mobility businesses in Vietnam through Grab Company Limited. In
addition to our ownership of 49% of the shares of Grab Company Limited and control exercised through voting thresholds in the companys charter, we have entered into contractual arrangements with the holder of the balance of the shares of Grab
Company Limited, who is a Vietnamese national and senior executive, as a result of which we are able to control Grab Company Limited and consolidate its financial results in our consolidated financial statements in accordance with IFRS.
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(3) |
Thailand: Our deliveries, mobility and financial services businesses are each conducted through a Thai
operating entity (including, in the case of mobility and deliveries, Grabtaxi (Thailand) Co., Ltd) established using a tiered shareholding structure, so that each Thai entity (including Grabtaxi Holdings (Thailand) Co., Ltd) is more than 50% owned
by a Thai person or entity. This tiered shareholding structure, together with certain rights attendant to the classes of shares we hold and as otherwise set forth in the organizational documents of the relevant entities within our shareholding
structure in Thailand, enables us to control these Thai operating entities and consolidate their financial results in our consolidated financial statements in accordance with IFRS. The non-controlling interests of relevant Thai shareholders are
accounted for in our consolidated financial statements. |
(4) |
Philippines: Our four wheel-mobility and delivery businesses are each conducted through a Philippine
operating entity (including, in the case of our four wheel-mobility business, MyTaxi.PH, Inc.), the shares of which are 40% owned by us, with the balance owned by a Philippine holding company. The shares of the Philippine holding company are owned
40% by us, with the balance 60% of the shares held by a Philippine national who is a director of certain of our Philippine operating entities, including MyTaxi.PH, Inc. Through contractual rights with the Philippine shareholder together with certain
other rights, we are able to consolidate the financial results of our Philippine operating entities in our consolidated financial statements in accordance with IFRS. The non-controlling interest of the Philippine shareholder is accounted for in our
consolidated financial statements. |
(5) |
Malaysia: In Malaysia, we operate Jaya Grocer, a mass-premium supermarket chain in Malaysia, through
Jaya Grocer Holdings Sdn. Bhd. We own 50% of the voting shares in Jaya Grocer outright. The balance of the voting shares are owned by our Malaysian local partner, Green Aurora Sdn Bhd (Malaysian local partner), an entity owned by our
co-founder, Hooi Ling Tan. Pursuant to a management agreement entered into by us through our wholly owned subsidiary, Jaya Grocer and the Malaysian local partner, to the extent permitted by local law, we generally have the right to decide, among
others, on business and financial strategies, including funding, and other strategy matters in relation to the business of Jaya Grocer, in the best interest of Jaya Grocer and in consultation with the Malaysian local partner. Through contractual
rights with the Malaysian local partner together with certain other rights, we are able to consolidate the financial results of Jaya Grocer in our consolidated financial statements in accordance with IFRS. The non-controlling interest of the
Malaysian local partner is accounted for in our consolidated financial statements. |
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REGULATORY ENVIRONMENT
Except as disclosed in this prospectus, we believe we are in material compliance with the referenced regulations and there is not currently a
known material risk of non-compliance.
Payment Card Industry Data Security Standard
In addition to the country-specific laws and regulations below, we are subject to the Payment Card Industry Data Security Standard (PCI
DSS) with respect to the acceptance of payment cards in the various jurisdictions in which it operates. PCI DSS sets forth security standards relating to the processing of cardholder data and the systems that process such data.
Indonesia
Regulations on Foreign Investment and
Foreign Ownership Restrictions
Foreign investment in Indonesia, including our investments, is primarily governed under Law
No. 25 of 2007 regarding Investment, issued on April 26, 2007 (Law No. 25/2007) as amended by Law No. 11 of 2020 regarding Job Creation, dated November 2, 2020 (the Omnibus Law, and together with Law
No. 25/2007, the Investment Law). The Investment Law provides that all business sectors or business lines in Indonesia are open to foreign investment, except those which are expressly closed to or restricted from foreign investment,
or those business sectors or business lines that can only be carried out by the central government. The Investment Law also stipulates that foreign direct investment in Indonesia must be in the form of a limited liability company, established by
virtue of the laws of and domiciled in the Republic of Indonesia.
The Indonesian government from time to time provides a list of business
activities that are either open to foreign investment, subject to certain conditions or closed to foreign investment, which is known as the Investment List. The current Investment List is set forth in Presidential Regulation
(PR) No. 10 of 2021 regarding Investment Business Activities, dated February 2, 2021 as amended by PR No. 49 of 2021 dated May 24, 2021 (PR 10/2021 as amended). Foreign investors wishing to invest in
Indonesia must structure their investment in accordance with the restrictions or requirements applicable to their intended business activities under PR 10/2021 as amended. They must also determine whether the foreign investment company can be wholly
or partially owned by foreign shareholders before setting up the company.
Regulations Related to Business Activities of the Indonesian Subsidiaries
Special Rental Transportation
Minister of Transportations (MOT) Regulation No. PM 118 of 2018 regarding Special Rental Transportation, dated
December 18, 2018, as last amended by MOT Regulation No. PM 25 of 2021 regarding Provision of Street Transportation Sector, dated June 4, 2021 (MOT Reg. 118/2018 as amended), defines special rental transportation as
door-to-door transportation service with a driver, having an operational area within an urban area, from and to airports, seaports, or other transportation points, in which the booking is made through a technology-based application, with the tariffs
disclosed in the application. To engage in the special rental transportation business, which includes both mobility and deliveries services, a company must obtain a special rental transportation organization license. Accordingly, PT Teknologi
Pengangkutan Indonesias four-wheel rental business is subject to MOT Reg. 118/2018 as amended.
MOT Reg. 118/2018 as amended
provides that the minimum and maximum tariffs per kilometer are to be determined by the MOT or governor, depending on the relevant operational area.
Directorate General of Land Transportation Regulation No. SK.3244/AJ.801/DJPD/2017 regarding Upper Limit Tariff and Lower Limit Tariff for
Special Rental Transportation, dated June 30, 2017 (DGLT Reg. 3244/2017) sets forth the minimum and maximum tariffs as follows:
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Region |
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Minimum Tariff |
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Maximum Tariff |
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Sumatra, Java, Bali |
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IDR3,500/km |
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IDR6,000/km |
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Kalimantan, Nusa Tenggara, Sulawesi, Maluku, Papua |
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IDR3,700/km |
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IDR6,500/km |
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The tariffs set forth above may be evaluated periodically, at least every six months.
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DGLT Reg. 3244/2017 requires special rental transportation providers to determine the
applicable tariffs for their services. They may be required to report the same to the governor or the head of the Transportation Management Agency of each region where the provider is domiciled or conducts its business activities. Failure to comply
with the above tariff requirements could subject the offender to administrative sanctions including, but not limited to, written warnings and administrative fines. The written warnings will likely put the offending special rental transportation
service company in a reputational risk since, although the warnings will be directly given to the company, there is no guarantee that the regulator will not share the existence of sanctions to stakeholders or the public. Failure to comply with order
in written warnings within 60 days will also result in the obligation of the company to pay administrative fines that will be determined by the regulator in the range of IDR 1,000,000 to IDR 5,000,000.
Special rental transportation services must comply with the minimum service standards set out in MOT Reg. 118/2018 as amended. These minimum
standards cover security, safety, accessibility, equality, and orderliness. With regard to minimum safety standards, MOT Reg. 118/2018 as amended requires that vehicles used to deliver special rental transportation services be no more than five
years old. This is to ensure the safety and comfort of passengers. Failure to comply with this requirement could subject the offending special rental transportation services company to administrative sanctions in the form of written warnings,
temporary suspension of license (between three to twelve months), and restriction of business expansion (between six to twelve months). The written warnings will likely put the offending special rental transportation service company in a
reputational risk since, although the warnings will be directly given to the company, there is no guarantee that the regulator will not share the existence of sanctions to stakeholders or the public. In addition, if a company fails to comply with an
order to restrict their business expansion, the regulator is empowered to revoke their business license.
A special rental transportation
services company must be in the form of a legal entity (i.e. state-owned enterprise, regional-owned enterprise, limited liability company or cooperative). Special rental transportation business activities can also be carried out by micro and small
enterprises, subject to the applicable laws and regulations including Law No. 20 of 2008 regarding Micro, Small, and Medium Enterprise dated July 4, 2008 (Law No. 20/2008) as amended by Omnibus Law. On the other hand, a
technology-based application company is required to enter into cooperation with such special rental transportation companies, to enable those special rental transportation companies in providing the relevant door-to-door special transportation
service to passengers via online application.
Regulations on Platform-Based Motorcycles Transportation Services
MOT Regulation No. 12 of 2019 regarding Safety Precautions for Users of Motorcycles Used for Public Purposes (MOT Reg.
12/2019) stipulates the obligations of drivers and passengers in relation to motorcycles used for public transportation purposes, either with or without the use of an electronic software application. When an electronic software application is
used in connection with the use of motorcycles for public transportation purposes, the company providing the electronic application (Platform Company) must ensure safety and order of operation, maintain general standard operating
procedures, and follow the MOTs guidelines on service fees and the imposed tariff. This regulation applies to PT Grab Teknologi Indonesia as the entity holding the license to operate the Grab platform.
With regard to physical safety, the Platform Company shall ensure that (i) the identities of drivers are properly displayed on the
platform; (ii) drivers possess a valid drivers license and motor vehicle registration; (iii) the customer service number is shown on the platform; and (iv) the platform is equipped with a panic button for both the driver and the
passenger. The Platform Company shall also provide shelters for drivers to pick up and drop off passengers and shall provide guidance and supervision of driver-partners with regard to traffic compliance and safety.
With regard to general standards and operational procedures, the Platform Company is required to have standard operating procedures in place
for drivers handling orders. The standard operating procedures shall include: (i) types of activities/violations which may subject driver-partners to sanctions in the form of temporary suspension of operations or termination; (ii) the
stages for the gradual imposition of sanctions in the form of suspension or termination of partners; (iii) provisions on the various steps that must be followed with respect to the temporary suspension or termination of partners; and
(iv) the steps for revoking temporary suspension of partners. The standard operating procedures must be in place prior to engaging drivers as partners and the Platform Company must take steps to ensure drivers are familiar with the standard
operating procedure.
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In 2019, the MOT also issued MOT Decree 348/2019, which requires Platform Companies to
impose a service fee based on the formula and service fee calculation guidance provided by the MOT, and drivers are obliged to charge passengers the tariff as set out in the platform. MOT Decree 348/2019 requires Platform Companies to take steps to
ensure drivers and passengers are aware of the tariffs. On September 7, 2022, the MOT issued MOT Decree 677/2022 regarding Guidance on the Service Fee Calculation for Motorcycles Used for Public Purposes through an Electronic Application, which
came into effect on September 10, 2022. MOT Decree 677/2022 revoked, and generally stipulates the same matters as, the previous MOT Decree, i.e., the floor, ceiling and minimum tariffs, taking into account the zones where motorcycles drivers
operate, motorcycle insurance, fuel and maintenance cost, and the maximum commission that Platform Companies can take from the total tariff (which MOT Decree 677/2022 has reduced to 15% from the 20% as prescribed in the previous MOT decree).
Payment Systems
Payment systems,
including OVOs, are generally regulated under two umbrella regulations, namely Bank Indonesia Regulation No. 22/23/PBI/2020 of 2020 regarding Payment Systems, dated December 30, 2020 (BI Reg. 22/2020) and Bank Indonesia
Regulation No. 23/6/PBI/2021 on Payment Services Provider (BI Reg 23/2021), which came into effect on July 1, 2021. BI Reg. 22/2020 defines a payment system as a system that encompasses a set of regulations, institutions,
mechanisms, infrastructure, source of funds for payment, and access to the source of funds for payment, which are used to carry out fund transfers to fulfill obligations arising from an economic activity. Under BI Reg. 22/2020, there are two types
of payment system service providers: (i) a payment service provider (Penyedia Jasa Pembayaran (PJP)), which is a bank or non-bank entity that provides services to facilitate payment transactions for users; and (ii) a payment
system infrastructure administrator (Penyelenggara Infrastruktur Sistem Pembayaran (PIP)), which is a party that provides infrastructure that can be used to conduct fund transfers for the benefit of its members. Bank Indonesia has the
authority to issue the license for a PJP and the declaration for a PIP. The PJP license and PIP declaration are non-transferrable.
BI
Reg. 22/2020 and BI Reg. 23/2021 imposes a maximum foreign share ownership of 85% (up to the ultimate shareholder level) in a non-banking PJP, subject to the fulfillment of additional foreign control requirements. These additional requirements
include: (i) minimum 51% of shares with voting rights being held by a domestic party; (ii) the power to nominate the majority of the board of directors and/or board of commissioners, if any, being held by a domestic party; and
(iii) the power to veto a decision or approval made in a general meeting of shareholders that significantly impacts the company, if any, being held by a domestic party. In case of non-compliance with the foregoing restriction, Bank Indonesia
may impose administrative sanctions such as warnings, temporary suspension or suspension of a part of or the entire business activity (including any cooperation) and revocation of the payment system license.
Information Technology-Based Lending Services (P2P Lending)
P2P Lending, which OVO engages in through PT Indonusa Bara Sejahtera, is now regulated under OJK Regulation No. 10/POJK.05/2022 of 2022
regarding Information Technology-Based Joint Funding Services, dated July 4, 2022 (OJK Reg. 10/2022). Similar to the previous regulation, foreign ownership in a P2P Lending company is limited to 85% (either directly or indirectly)
under OJK Reg. 10/2022, subject to certain exceptions. Article 68 of OJK Reg. 10/2022 also requires that any change to the shareholder composition of a P2P Lending company or to the capital of a P2P Lending companys shareholder must receive
OJKs prior approval.
OJK Reg. 10/2022 also states that a P2P Lending company (but not its shareholders) must obtain the OJKs
prior approval if it intends to: (i) increase its paid-up capital; (ii) change the members of its Board of Directors or Board of Commissioners; and/or (iii) conduct merger and/or consolidation. OJK Reg. 10/2022 also stipulates a
three-year lock-up period from the date of issuance of a P2P Lending companys business license, during which the P2P Lending company and its shareholders are prohibited from making any change to its shareholding structure that would result in
(i) the addition of new shareholder(s) and/or (ii) a change in controlling shareholder.
Under OJK Reg. 10/2022, a P2P Lending
company may apply directly to the OJK for a license. The OJK requires a P2P Lending company to obtain an Electronic System Provider Certificate (Tanda Daftar Penyelenggara Sistem Elektronik or TDPSE) from the Minister of
Communication and Informatics, in addition to the license issued by the OJK, and restricts providers from conducting any funding activity before obtaining a TDPSE. Failure to obtain a TDPSE or conducting funding activity before obtaining a TDPSE may
result in the OJK revoking the P2P Lending companys existing license. A P2P Lending company must ensure its issued capital is fully paid in cash and placed in a term deposit opened in the name of the P2P Lending company in a conventional
Indonesian commercial bank. Further, a P2P Lending company must ensure that any investment made by its shareholders does not originate from any financial crime (e.g., money laundering or terrorism funding) and is not sourced through loans.
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Under Article 50 of OJK Reg. 10/2022, a P2P Lending company must have a minimum equity of
Rp12.5 billion (approximately US$841,000) at all times, and this minimum equity amount may be fulfilled in accordance with a stipulated timetable over the course of three years after the promulgation of OJK Reg. 10/2022.
Article 24 of OJK Reg. 10/2022 classifies funding conducted by a P2P Lending company into three activities, i.e., the provision, management,
and operation of information technology-based co-funding services, conducted on the basis of either conventional or syariah financing principles. Article 25 of OJK Reg. 10/2022 states that the provision of such services is further classified into
two types of funding, i.e., (i) productive funding, and (ii) multipurpose funding. The maximum funding limit remains unchanged from the previous regulation at Rp2 billion. However, Article 26(2) of OJK Reg. 10/2022 stresses that this limit
is extended to apply not only to the funding receiver but also to the funding provider and their affiliates. Article 26(4) and (5) of OJK Reg. 10/2022 further provides that the funding that can be provided by a single funding provider and/or
its affiliates is capped at no more than 25% of the total funding provided through a particular P2P Lending company as of the end of each month.
Each operating P2P Lending company is given a grace period to ensure any funding provided by their funding providers is in compliance with the
above requirements: at most 80%, 50% and 25% of the total funding position at the end of each month may be provided by a single funding provider and/or its affiliates starting from January 4, 2023, July 4, 2023, and January 4,
2024, respectively. This limit on funding providers and their affiliates does not apply to OJK-licensed/supervised financial institutions, which have a fixed lending limit of 75% of the total funding position at the end of each month.
OJK Regulation No. 4/POJK.05/2021 of 2021 dated March 9, 2021, regarding the Implementation of Risk Management in the Use of
Information Technology by Non-Bank Financial Service Institutions (OJK Reg. 4/2021) requires a P2P Lending company to place its data center and disaster recovery center in Indonesia. P2P Lending companies must comply with the minimum
standards for technology, technology risk management, technology security, system disturbance and failure resistance, and technology management transfer.
Failure to comply with any provision under OJK Reg. 10/2022 could subject the offending party to administrative sanctions in the form of
written warnings, fines, the blocking of its electronic system, limitations on business activities, and/or revocation of license.
E-Commerce Trade
Business License
Government Regulation No. 80 of 2019 dated November 25, 2019 regarding Electronic Commerce (GR
80/2019) and Minister of Trade Regulation No. 50 of 2020 dated May 19, 2020 regarding the Provision of Business Licensing Advertisement, Guidance, and Supervision of E-Commerce Business Actors (MOT Reg. 50/2020 and
together with GR 80/2019E-Commerce Regulations) require E-Commerce Providers to obtain an E-Commerce Trade Business License (Surat Izin Usaha Perdagangan Melalui Sistem Elektronik, or SIUPMSE). E-Commerce Provider is
defined by the E-Commerce Regulations as a business actor that provides Electronic Communication facilities for trading transactions. GR 80/2019 defines Electronic Communication as any communication used in an e-commerce transaction (i.e. trading
transactions carried out through the electronic system) in the form of a statement, declaration, request, notification or application, confirmation, offer, or acceptance of an offer, containing the parties agreement to create or perform a
specific agreement. Under the official elucidation of Article 5 of GR 80/2019, Electronic Communication facilities may function as a medium for the delivery of information, communication, settlement of transaction, payment system, and/or goods
delivery system which shall include marketplace or the platform provider. Any E-Commerce Provider who is operating without a SIUPMSE will be subject to administrative sanctions in the form of written warnings, blacklisting and temporary blocking of
E-Commerce Providers services by the relevant authorized institutions. We are in the process of obtaining E-Commerce Trade Business Licenses for our relevant Indonesian entities.
Data Privacy
Minister of
Communication and Informatics (MOCI) Regulation No. 20 of 2016 regarding Personal Data Protection in Electronic Systems, dated November 7, 2016 (MOCI Reg. 20/2016), imposes certain requirements on electronic
system providers to ensure the proper processing of personal data. Certain Indonesian entities of Grab collect personal data of customers, partners and other third parties and so are subject to MOCI Reg. 20/2016. These obligations include obtaining
proper prior consent from the data subject before personal data is collected, processed, shared, accessed, disclosed, transferred or erased. In case of non-compliance with the foregoing obligations, MOCI may impose administrative sanctions, i.e.,
verbal warning, written warning, temporary suspension of business activities and/or announcement of noncompliance in the MOCIs online website.
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Under Government Regulation No. 71 of 2019 regarding the Organization of Electronic
Systems and Transactions, dated October 10, 2019 (GR 71/2019), electronic system providers are required to notify the personal data owner of any breach involving such owners personal data. Failure to comply with the
notification obligation under GR 71/2019 may subject the relevant electronic system provider to administrative sanctions in the form of written warnings, fines, temporary suspension of parts of or the entire components or services of an Electronic
System, termination of access (such as access blocking, account closure, and/or content removal), and/ or removal from the list of registered electronic system providers.
Regulations on Postal Services
Postal services such as our point-to-point delivery services offering done though PT Solusi Pengiriman Indonesia are generally regulated under
Law No. 38 of 2009 regarding Post, dated October 14, 2009, as amended by the Omnibus Law (Law No. 38/2009 as amended). Postal service is defined under Law No. 38/2009 as amended as a written communication and/or
electronic letter, package, logistics, financial transaction, and postal agency service for public purposes. Postal services are carried out by a provider that can be in the form of a state-owned enterprise, regional-owned enterprise, private
enterprise or cooperative.
Universal and commercial postal business activities are subject to foreign ownership restrictions. Under Law
No. 38/2009 as amended, and Investment Law (as implemented further under (i) PR 10/2021 as amended and (ii) Indonesia Investment Coordinating Board (Badan Koordinasi Penanaman Modal or BKPM) Regulation Number 5 of 2021),
foreign ownership in a company that engages in domestic postal business activity is limited to a maximum 49%. In case of non-compliance with the foregoing restriction, BKPM or the relevant authority (e.g. provincial investment agency, municipal
investment agency) can impose tiered administrative sanctions, i.e. first-and-final written warning or temporary suspensions of business activities. If no remedy or follow up action is undertaken by the non-compliant entity upon receiving such
warning or suspension, BKPM or relevant authority is empowered to revoke the applicable license.
Regulations on Competition
Business competition and monopolistic practices in Indonesia are generally regulated under Law No. 5 of 1999 regarding Prohibition of
Monopolistic Practices and Unfair Competition, dated March 5, 1999, as amended by the Omnibus Law (the Competition Law as amended). Pursuant to the Competition Law as amended, business actors in Indonesia are prohibited from, among
other things, (i) entering into anti-competitive agreements or engaging in conduct that results in oligopoly and/or oligopsony, price-fixing and resale price maintenance, market allocations, boycotts, vertical integration or closed agreements;
(ii) engaging in actions such as monopoly, monopsony or market control; and (iii) abusing dominant positions. There are two types of standard of proof recognized under the Competition Law, depending on the provision thereof, namely the
rule of reason and illegal per se. The rule of reason requires the assessment of the anti-competitive effects of the business activity, while illegal per se provides that a violation exists insofar as
all elements provided under the Competition Law are met.
The Business Competition Supervisory Commission (Komisi Pengawas Persaingan
Usaha (KPPU)) has the authority to supervise the implementation of the Competition Law. The KPPU is an independent institution that reports to the President of the Republic of Indonesia. Further, transactions that meet certain thresholds
set forth in the Competition Law and KPPU regulations must be reported post factum to the KPPU within 30 business days of the date the transaction is legally effective. The KPPU has the authority to substantively review whether the transaction is in
violation of the Competition Law, which may then be subjected to certain structural and/or behavioral remedies.
Pursuant to the
Competition Law, and as further elaborated by Government Regulation No. 44 of 2021 regarding Implementation of Prohibition of Monopolistic Practices and Unfair Competition, dated February 2, 2021, non-compliance with the Competition Law
could subject the offending party to administrative sanctions imposed by the KPPU. These administrative sanctions are annulment of the relevant agreement, order of cessation of the prohibited action, unwinding of the relevant transaction, payment of
compensation, and administrative fine. The administrative fine is a minimum of IDR1 billion (approximately $69,000) and a maximum of (i) 50% of the net profit received by the perpetrator in the relevant market during the period in which
the non-compliance persists, (ii) 10% of the total sales in the relevant market during the period in which the non-compliance persists or (iii) IDR25 billion (approximately $1.7 million), which applies only for failure to report a
notifiable transaction to the KPPU in a timely manner.
Regulations on the Distribution of Insurance Products
Marketing channels for insurance products are generally regulated under OJK Regulation No. 23/POJK.05/2015 of 2015 regarding Insurance
Products and Marketing of Insurance Products, dated November 26, 2016 (OJK Reg. 23/2015). OJK Reg. 23/2015 is an implementing regulation for Law No. 40 of 2014 regarding Insurance, dated October 17, 2014. OJK Reg. 23/2015
regulates that insurance companies can market their insurance products only through: (i) direct marketing; (ii) duly registered and certified insurance agents (self-employed or employees of a business entity, acting on behalf of the
insurance company and qualified to represent such insurance company in marketing insurance products) and companies that employ insurance agents; (iii) bancassurance (cooperation between an insurance company and a bank for the purpose of
marketing insurance products through the bank); and/or (iv) a non-bank business entity.
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The marketing of insurance products through the available marketing channels must be
documented in a cooperation agreement. Insurance companies must also obtain prior OJK approval before marketing insurance products through certain marketing channels. Under OJK Circular Letter No. 19/SEOJK.05/2020 regarding Marketing Channels
for Insurance Products, dated October 2, 2020 (CL No. 19), prior OJK approval is required for the following marketing channels: (i) bancassurance, (ii) sales force of branchless banking agents (agen bank penyelenggara
laku pandai) and (iii) a cooperation with a non-bank business entity that utilizes the business entitys electronic system. Failure to obtain OJK approval prior to the marketing of insurance products could lead to the imposition of
administrative sanctions on the insurance company (though not the marketing channel entity), including written warnings, fines and the revocation of its business license.
The marketing of insurance products can be conducted by using an electronic system, be it a website and/or online application system. CL
No. 19 requires any insurance company, as well as insurance agent, bank, and non-bank entity acting as an insurance marketing channel, using an electronic system to market its insurance products to (i) have an electronic system provider
certificate (Tanda Daftar Penyelenggara Elektronik (TDPSE)), a license issued by the MOCI; (ii) own and have implemented a technology risk management policy, standards, and procedures; and (iii) satisfy all requirements set out
by the OJK and other authorized government agencies in connection with electronic system administration. OJK may instruct insurance companies to stop all distribution activities and/or cooperation with other parties with respect to the marketing of
insurance products in the event that the relevant marketing activities are not in line with the rules set by the OJK.
Singapore
Regulations on Ride-hailing
The
Point-to-Point Passenger Transport Industry Act 2019 (the PPPTIA) is the principal piece of legislation that covers the ride-hailing booking services provided by us in Singapore including GrabCar, GrabTaxi and GrabHitch. Licensees are
required to, among other things, comply with the conditions set out in their licenses, and to comply with any directions, codes of practice and/or emergency directives issued by the Land Transport Authority. We have obtained the relevant licenses
under the PPPTIA to provide our ride-hailing booking services in Singapore.
In addition, ride-hail licensees under the PPPTIA are
required to ensure that the ride-hail fares associated with their services are consistent with the pricing policies put in place by the Public Transport Council.
Under the conditions of the licenses granted to us under the PPPTIA, we are also required to ensure that our driver-partners are compliant
with certain legislative requirements relating to motor vehicle insurance and public service vehicle licensing.
The penalties for
non-compliance with the conditions of the licenses granted under the PPPTIA include revocation or suspension of the licenses and/or the imposition of financial penalties up to the amount of 10% of the licensees annual turnover or S$100,000 per
instance of non-compliance.
The penalties for non-compliance with the pricing policies put in place by the Public Transport Council
include the imposition of fines up to the amount of S$100,000 and/or imprisonment for a term of up to 6 months.
Regulations on GrabFood / GrabMart
/ GrabExpress
There are no laws in Singapore which specifically govern the provision of package delivery services in Singapore.
That said, certain rules under the Road Traffic Act 1961 (the RTA) and its subsidiary legislation prohibit chauffeured private hire car drivers and taxi drivers from providing any courier pick-up and delivery service using their
chauffeured private hire car or taxi, without the prior approval of the Registrar of Vehicles appointed under the RTA. Such requirements may apply to the driver-partners who provide package delivery services under GrabExpress, and/or delivery
services under GrabFood/GrabMart. Grab has, on behalf of its driver-partners and subject to certain terms and conditions, obtained approval from the Registrar of Vehicles in respect of the provision of courier pick-up and delivery services by such
driver-partners.
The penalties for non-compliance with the terms and conditions of the aforesaid approval include revocation of the
approval.
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Regulations on Competition Laws
The Competition Act 2004 (the Competition Act) prohibits anti-competitive practices. Specific prohibited activities include
agreements that prevent, restrict or distort competition, abuse of dominance and mergers that substantially lessen competition, whether these take place within or outside of Singapore, so long as they have an impact on a market in Singapore. The
Competition and Consumer Commission of Singapore (the CCCS) is responsible for administering and enforcing the Competition Act, which covers all industries and sectors unless specifically exempted or excluded. Infringements of the
Competition Act can result in financial penalties of up to 10 per cent. of the turnover of the business in Singapore for each year of infringement, up to a maximum of three years. The CCCS also has powers to impose directions requiring
infringing undertakings to stop or modify the activity or conduct, or in the case of anti-competitive mergers, to remedy, mitigate or eliminate the adverse effects arising from the merger. For mergers, the CCCS may also consider interim measures to
prevent merger parties from taking any action that might prejudice the CCCSs ability to consider the merger situation further and/or to impose appropriate remedies. Such interim measures may include directions that stop the implementation of
the merger, or where the merger has already been implemented, require a merger to be dissolved or modified.
Regulations on Safety and Health of Our
Employees and Contractors
The Workplace Safety and Health Act 2006 (the WSHA) is the principal legislation governing
the safety, health and welfare of persons at work in workplaces. Among other things, the WSHA imposes a duty on every employer and every principal (which would include us) to take, so far as is reasonably practicable, such measures as are necessary
to ensure the safety and health of its employees, and any contractor, any direct or indirect subcontractor, and any employee employed by such contractor or subcontractor, when at work.
The general penalties for non-compliance with the WSHA include the imposition of fines of up to the amount of S$500,000 in the case of a body
corporate. Further or other penalties may apply in the case of repeat offenses or specific offenses under the WSHA or its subsidiary legislation.
Regulations on Financial Services
Payment
Services
The MAS regulates the provision of payment services in Singapore under the Payment Services Act 2019 which came into
force on January 28, 2020 (the PS Act). Unless excluded or exempt, an entity must obtain the relevant license to provide regulated payment services under the PS Act, which include account issuance service, e-money issuance service,
domestic money transfer service, cross-border money transfer service, merchant acquisition service, digital payment token service, and money-changing service.
Under the PS Act, licensees may generally be subject to obligations relating to general approval requirements for changes of control,
appointment and removal of CEOs and directors, general notification and record-keeping requirements, audit requirements, base capital requirements, anti-money laundering requirements (see below), the requirement to furnish security (for a major
payment institution), the requirement to safeguard customer monies (for a major payment institution), and other applicable requirements. Licensees are expected to implement certain systems, processes and controls in line with the MAS
Guidelines on Risk Management Practices applicable to financial institutions in Singapore. Non-compliance with the above could, depending on the specific requirement or offense, potentially result in sanctions by the MAS or other actions being
taken, including the revocation or suspension of a license, fines or warnings, and criminal penalties for the relevant licensees and/or its officers.
Fund Management Activities
The
MAS regulates the activities and institutions in the securities and derivatives industry, including leveraged foreign exchange trading, of financial benchmarks and of clearing facilities under the Securities and Futures Act 2001 (the
SFA). Among other things, the SFA regulates the carrying on of the business of fund management. An entity must (unless exempt) obtain a capital markets services license to undertake the same.
Under the SFA, capital markets services licensees may generally be subject to obligations relating to general approval requirements for
changes of control, appointment and removal of CEOs and directors, general notification and record-keeping requirements, audit requirements, risk-based capital requirements, anti-money laundering requirements (see below), and other applicable
requirements. A fund management company must also comply with applicable regulations issued under the SFA. For example, the Securities and Futures (Financial Margin Requirements) Regulations set out base capital and financial resources requirements,
limitations on aggregate indebtedness, financial and margin requirements, and provisions on the lodgment of documents.
In addition to
providing guidance on the abovementioned regulatory requirements, the Guidelines on Licensing, Registration and Conduct of Business for Fund Management Companies SFA 04-G05 also set out specific expectations of the MAS relating to the conduct of
business of fund management companies, including staffing and competency requirements, compliance arrangements (which must be commensurate with the nature, scale and complexity of the business), requirements relating to custody, valuation, audit and
reporting, conflicts of interest mitigation, and disclosure and submission of periodic returns. Non-compliance with the above could, depending on the specific requirement or offense, potentially result in sanctions by the MAS or other actions being
taken, including the revocation or suspension of a license, fines or warnings, and criminal penalties for the relevant licensees and/or its officers.
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Insurance Agents
The MAS regulates the insurance business in Singapore, insurers, insurance intermediaries and related institutions under the Insurance Act 1966
(the IA). A person that arranges contracts of insurance on behalf of insurers is likely to be construed as an insurance agent, and if so construed, must register with the General Insurance Association of Singapore (GIA)s
Agents Registration Board through the principal insurers that they wish to represent, unless exempt. Among other things, an insurance agent must operate under a written agreement, comply with certain pre-contract disclosures, act only for
insurers entitled to carry on business in Singapore, and abide by other conduct of business requirements under Part IIB of the IA, and other relevant regulations and industry best practices. There are also minimum competency requirements that apply
to insurance agents imposed on direct general insurers by way of Notices issued by the MAS (such as MAS Notice 211 Minimum and Best Practice Training and Competency Standards for Direct General Insurers). Non-compliance with the above could,
depending on the specific requirement or offense, potentially result in sanctions by the MAS or other actions being taken, including fines or warnings, and criminal penalties for the relevant insurance agent and/or its officers.
Digital Banking
On June 28,
2019, the MAS announced that it would issue up to two digital full bank (DFB) licenses and three digital wholesale bank (DWB) licenses, pursuant to applications submitted by December 31, 2019. A DFB will be allowed to
take deposits from and provide banking services to retail and non-retail customer segments, while a DWB will be allowed to take deposits from and provide banking services to SMEs and other non-retail customer segments. These new digital banks are in
addition to any digital banks that Singapore licensed banks may have already established under the MAS existing internet banking framework.
All successful applicants must first receive an In-Principle-Approval (IPA) letter from the MAS and will then have up to 12 months
to comply with the conditions under the IPA, before being awarded the license and can commence business. DFBs will commence operations as a restricted DFB before becoming a full functioning DFB. Such DFBs, like other banks in Singapore, will be
subject to the Banking Act 1970 (the Banking Act), and all applicable regulations, notices, guidelines and other regulatory instruments issued thereunder. In particular, certain key provisions applicable to a DFB by virtue of the
application of the Banking Act relate to change of control approval requirements, minimum capital requirements, risk-based capital and liquidity requirements (see MAS Notice 637 Risk Based Capital Adequacy Requirements for Banks Incorporated in
Singapore and MAS Notice 649 Minimum Liquid Assets and Liquidity Coverage Ratio), audited accounts, minimum asset requirements, prohibited businesses, transfer of business, banking privacy and the MAS powers. DFBs will also be required to be a
member of the Deposit Insurance Scheme.
The minimum paid-up capital requirements, deposit cap requirements, risk-based capital and
liquidity rules, and scope of permissible activities are expected to progressively increase as the licensee progresses from a restricted DFB to a full functioning DFB. The MAS generally expects a DFB to be fully functioning within three to five
years from commencement of business.
Non-compliance with the above could, depending on the specific requirement or offense, potentially
result in sanctions by the MAS or other actions being taken, including revocation or suspension of a license, fines or warnings, and criminal penalties for the relevant licensees and/or its officers.
Regulations on Moneylending Business
The Ministry of Law regulates the carrying on of the business of moneylending, the designation and control of a credit bureau, the collection,
use and disclosure of borrower information and data under the Moneylenders Act 2008 (the MLA). Unless a person is an excluded moneylender or exempt moneylender, a person carrying on the business of moneylending in Singapore would require
a license. Since 2012, there has been a moratorium implemented on the issuance of new licenses.
The MLA (and accompanying regulatory
instruments) sets out certain duties, conduct of business and other requirements that are applicable to licensed and exempt moneylenders under the MLA. Exempt moneylenders may be subject to conditions to comply with relevant requirements as if they
were a licenseefor example, to comply with the Moneylenders (Prevention of Money Laundering and Financing of Terrorism) Rules 2009, which, among other things, sets out requirements relating to internal policies, procedures and controls, risk
assessment, customer due diligence, suspicious transaction reporting, record keeping, audit and compliance.
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Regulations on Anti-money Laundering and Countering the Financing of Terrorism (AML/CFT)
Regulated financial institutions must comply with all applicable AML/CFT obligations, including the relevant AML/CFT Notices and
Guidelines issued by the MAS. Among other things, the AML/CFT Notices require financial institutions to put in place robust controls to detect and deter the flow of illicit funds through Singapores financial system, identify and know their
customers (including beneficial owners), conduct regular account reviews, and to monitor and report any suspicious transaction.
The
primary AML/CFT legislation in Singapore that are of general application are the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 (the CDSA) and Terrorism (Suppression of Financing) Act 2002 (the
TSOFA). The CDSA provides for the confiscation of benefits derived from, and to combat, corruption, drug dealing and other serious crimes. Generally, the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct
as well as the knowing assistance of the concealment, transfer or retention of such benefits. The TSOFA criminalizes terrorism financing and prohibits any person in Singapore from dealing with or providing services to a terrorist entity, including
those designated pursuant to the TSOFA. The CDSA and the TSOFA also require suspicious transaction reports to be lodged with the Suspicious Transaction Reporting Office. If any person fails to lodge the requisite reports under the CDSA and the
TSOFA, it may be subject to criminal liability. In addition, financial institutions, non-financial institutions and individuals in Singapore are required to comply with financial sanction requirements in relation to individuals and entities
designated by the United Nations.
Regulations on Data Protection
Personal Data Protection Act 2012 (the PDPA)
The PDPA generally requires organizations to provide notification and obtain consents prior to collection, use or disclosure of personal data
(being data, whether true or not, about an individual who can be identified from that data or other accessible information), and to provide individuals with the right to access and correct their own personal data. Organizations have mandatory
obligations to assess data breaches they suffer, and to notify the PDPC and where applicable, the relevant individuals where the data breach is (or is likely to be) of a significant scale or resulting in (or is likely to result in) significant harm
to individuals. Other obligations include accountability, protection, retention, and requirements around the overseas transfers of personal data.
In addition, Do-Not-Call (DNC) requirements require organizations to check Do-Not-Call registries prior to sending
marketing messages addressed to Singapore telephone numbers, through voice calls, fax or text messages, unless clear and unambiguous consent to such marketing was obtained from the individual.
The PDPC may impose sanctions in connection with the improper collection, use and disclosure of personal data and certain failures to comply
with the PDPA, including the DNC requirements. Organizations who contravene provisions of the PDPA may be liable for a financial penalty of up to $1 million or, with effect from October 1, 2022, 10% of the organizations annual local
turnover (whichever is higher) and/or imprisonment.
Thailand
Regulations on Foreign Business in Thailand
Foreign participation in business activities in Thailand is primarily regulated under the Foreign Business Act, B.E. 2542 (1999) (the
FBA). The FBA limits the rights of foreigners to engage in certain business activities in Thailand. Operating prohibited or restricted businesses in violation of the FBA may subject the violator to criminal charges and penalties.
The FBA defines aliens or foreigners as natural persons or juristic entities (such as companies, registered
partnerships) who do not possess Thai nationality. The definition extends to companies registered in Thailand, in which 50 percent or more of the share capital belongs to foreign individuals or foreign juristic entities. The FBA also prohibits
arrangements where a Thai national holds shares in a company as a nominee of a foreigner to circumvent the FBA.
The FBA and its schedules
list the categories of controlled business activities, including activities for which foreigners are barred and activities in which foreigners can participate subject to certain limitations and with permission from relevant authorities. A wide range
of services (unless explicitly exempted by other applicable laws and regulations), including platform services and e-payment services, are restricted under the FBA. Therefore, foreign parties are not allowed to perform such services in Thailand
without first obtaining a relevant foreign business license. The grant of a foreign business license is generally at the sole discretion of the Foreign Business Committee, and based on its current policy, the possibility that a foreign business
license will be granted for a service business is generally limited.
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Failure to comply with the aforementioned requirement could expose the offender and its
responsible director to imprisonment not exceeding three years, or a fine of THB 100,000 to 1,000,000, or both. Additionally, the court is empowered to order the cessation of the business operation. Failure to comply with the court order could
expose the offender and its responsible director to a daily fine at the rate of THB 10,000 to THB 50,000 throughout the period of the violation.
Currently, our Thai subsidiaries are considered Thai companies under the FBA, and therefore are not subject to the foreign ownership
restrictions under the FBA.
Regulations on E-commerce
In Thailand, any business operator conducting the sale and purchase of goods or services by electronic means via the Internet, including our
mobility and deliveries offerings, is required to obtain a commercial certificate under the Commercial Registration Act, B.E. 2499 (1956), as amended, from the Department of Business Development, Ministry of Commerce. We hold a commercial
certificate in respect of all the services we provide in Thailand.
A business operator offering goods or services in Thailand by
communicating information about the goods or services directly to consumers, at a distance (i.e. through the Grab platform), with the anticipation that the consumer will respond and purchase those goods or services, may be regarded as an operator of
a direct marketing business under the Direct Sales and Direct Marketing Act, B.E. 2545 (2002), as amended (the Direct Marketing Act). A direct marketing business operator must obtain a Direct Marketing Certificate from the Office of the
Consumer Protection Board before commencing business. Failure to register as a direct marketing business operator prior to commencement of a direct marketing business could expose the offender and its responsible director to a fine of up to THB
100,000, imprisonment not exceeding one year, or both. Additionally, the offender and its director could be subject to a daily fine of up to THB 10,000 for a persistent offense.
Notwithstanding the legislative framework of Direct Marketing Act as described above, the competent authority interpreted the legislation to
only regulate the offer and sale of tangible goods and products through online channels, and thus we are not in the position to obtain a Direct Market Certificate for the Grab platform. However, we received a Direct Marketing Certificate for
GrabGift, our offering of e-vouchers, in March 2022.
Regulations on Ride-hailing (GrabCar and JustGrab)
The Vehicle Act, B.E. 2522 (1979) as amended (the Thai Vehicle Act), regulates the registration and use of vehicles in
Thailand, and therefore applies to our mobility offerings such as GrabCar and JustGrab. The Thai Vehicle Act prescribes certain requirements concerning vehicles, such as with respect to registration, signage, annual taxation and vehicle use. The
Thai Vehicle Act prohibits use of any vehicle other than in line with its purpose of use as registered with the Department of Land Transport. Such purposes of use include as a private vehicle, public vehicle or specific purpose specified by
sub-regulation. The implementing legislation under the Thai Vehicle Act (the primary law governing ride-hailing) became effective on June 23, 2021 and, together with the implementing legislation (except for those related to pricing) in relation
to the operator/app license, onboarding process of driver-partners, determination of engine capacity and required stickers that became effective on October 29, 2021, the implementing legislation relating to pricing that became effective on
November 12, 2021, and the implementing legislation relating to JustGrabs pricing that became effective on August 29, 2022, defines and prescribes the legal requirements related to applications, ride-hailing operators, and drivers
and vehicles and also enables private-hire vehicles to provide ride-hailing services via electronic systems (such as Grabs platform). One of the key requirements under those regulations is that the ride-hailing operator and its application is
required to be certified by the Department of the Land Transport beforehand.
Failure to comply with obligations of the ride-hailing
operator will entitle the Department of Land Transport to revoke the ride-hailing operator license. While the implementing legislation has become effective, we are currently in the process of obtaining a ride-hailing operator and app license. For
related risks, see Risk FactorsRisks Relating to Our Business and IndustryWe may continue to be blocked from, or limited in, providing our products and offerings in certain markets, may contravene applicable laws and regulations
and may be required to modify our business model in order to manage our compliance with applicable laws and regulations.
Regulations on
Payment Services
Under Thai law, domestic money transfer and payment services are regulated under the Payment Systems Act B.E.
2560 (2017) (the PSA) and its sub-regulations. Under the PSA, regulated payment services include the provision of: credit card, debit card, or ATM card services; electronic money services; receiving electronic payment for and on
behalf of sellers, service providers or creditors; the service of transferring funds by electronic means; and other payment services that may affect the financial system or the public interest (as to be further announced by the Thai Ministry of
Finance (the MOF)). Business operators intending to provide services that fall under the definition of such activities, including GrabPay Wallet, must obtain the relevant license from the MOF via the BOT prior to commencing the business.
Operating a regulated payment service business without the required license or registration could result in penalties under the PSA (imprisonment for the term of 2 to 10 years or a fine of THB 200,000 to THB 1 million or both).
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In the case of violations or failure to comply with the BOT regulations, business operators
including their responsible persons may be subject to an administrative fine not exceeding THB 2 million. Whereas in the case of failing to operate a business or ceasing to operate a business accordingly, the MOF may revoke the license.
Regulations on Nano-financing
Nano-finance businesses, which include our financial services business such as cash loan, are restricted businesses under the Notification of
the Ministry of Finance Re: Business Subject to Approval under Section 5 of the Revolutionary Council Decree No. 58 and the Notification of the Bank of Thailand No. SorNorSor 13/2563 (collectively referred to as the Nano Finance
Notifications). Nano-finance means lending, purchasing, discounting, or rediscounting bills or any negotiable instruments, or hire-purchase transactions or leasing to a natural person, without assets or property as collateral, with
the borrower intending to use the money to carry on a business or for their occupation.
Regulations on Personal Loans
Personal loan businesses, including cash loan, are restricted businesses under the Revolutionary Council Decree No. 58, as amended and the
Notification of Ministry of Finance Re: Business Subject to Approval to Section 5 of the Revolutionary Council Decree No. 58, together with the Notification of the Bank of Thailand No. SorNorSor 12/2563. A personal loan business operator
must obtain an approval from the MOF through the BOT if the personal loans provided to its customers fall within the scope of personal loans under supervision which include as they are relevant to the business: (i) personal loans
without assets or property as collateral; (ii) lending originating from the hire-purchase and lease of goods that are not normally sold by the business operator (except for cars and motorcycles); and (iii) vehicle registration loan. The
personal loan business operator is also subject to certain ongoing requirements and restrictions in business operation e.g. reporting requirements, chargeable fee, qualifications of customers.
Nano-Finance and/or Personal Loan business operators may be ordered to cease business operations in the event they cannot appropriately
rectify any non-compliance activities; otherwise, the business operators would be subject to a certain fine and penalty in accordance with the relevant regulations.
Regulations on Personal Data Protection
In Thailand, personal data is protected under the Personal Data Protection Act, B.E. 2562 (2019) (the Thailand PDPA), which
took effect on June 1, 2022. Personal data means any information relating to a natural person, which enables the identification of that person, whether directly or indirectly, but does not include information of deceased persons. The Thailand
PDPA applies to a person or legal entity that collects, uses or discloses a persons personal data, with certain exceptions.
The
Thailand PDPA has both territorial and extra-territorial application. The Thailand PDPA has extra-territorial applicability over entities outside Thailand if those entities collect, use and/or disclose personal data of data subjects who are in
Thailand in two situations: (i) the offering of goods or services to data subjects who are in Thailand, irrespective of whether the payment is made by the data subject; or (ii) the monitoring of the data subjects behavior, where the
behavior takes place in Thailand.
The Thailand PDPA prescribes many requirements and obligations in relation to the collection, usage,
disclosure and transfer of personal data which the data controller and data processor must comply with, such as consent requirements, notification requirements, and requirements in relation to the cross-border transfer of personal data. The Thailand
PDPA also prescribes stricter requirements for the collection, use or disclosure of personal data that is deemed as sensitive personal data.
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The consequences for non-compliance under the Thailand PDPA including the following:
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Type of Liabilities |
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Description |
Civil Liability (section 77-78) |
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Actual Damage and Punitive Damage |
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Criminal Liability (section 79-81) |
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The criminal penalties for non-compliance with PDPA by unauthorized processing or disclosure of sensitive personal data (i.e., processing or disclosing personal data without legal basis or consent when required by law) or
transfer such data to a foreign country that do not have an adequate data protection standard without other legal exceptions in a manner that is likely to cause the data subject or any other person to suffer any damage, impair the persons
reputation, or expose the person to be scorned, hated, or humiliated, the punishment shall be imprisonment not exceeding six months, or a fine not exceeding 500,000 Baht, or both. In the case where such offense is conducted with the intention of
receiving unlawful benefits (or to secure benefits for others), the punishment shall be imprisonment not exceeding one year, or a fine not exceeding 1,000,000 Baht, or both. |
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Where the offender who commits the offense under the PDPA is a juristic person and the offense is conducted as a result of the instructions given by or the act of any director, manager or person, who is be responsible for such
act of the juristic person, or in the case where such person has a duty to instruct or perform any act, but omits to instruct or perform such act until the juristic person commits such offense, such person shall also be punished with the punishment
as prescribed for such offense. |
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Administrative Liability
(section 82-90) |
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Maximum penalties for non-compliance under the PDPA is an administrative fine not exceeding THB 5,000,000
Examples of non-compliance under the PDPA are set both below: |
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Collect, use, or disclose sensitive personal data without legal basis or
consent (section 26) |
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Collect, use or disclose personal data without legal basis or consent
(section 27) |
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Fail to inform the purposes of data processing and/or use or process
personal data for any other new purposes (section 27) |
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Transfer personal data to other countries without legal basis or consent,
and/or without sufficient security safeguard (section 28) |
Regulations on Competition
The Trade Competition Act, B.E. 2560 (2017) (the Thai Trade Competition Act) is the primary legislation governing competitive
interactions among business operators in Thailand. It applies to all business sectors, except certain types of business or activities that are specifically exempted, and the sectors that have already been regulated by specific laws on trade
competition matters.
The Thai Trade Competition Act generally regulates all restrictive trade practices in all areas of business that
create or might create a monopoly or reduce competition, or be an unfair practice, and also prohibits business operators from abusing their dominant position. Failure to comply with the Thai Trade Competition Act may result in either or both of a
criminal penalty or administrative penalty depending on the severity of the offense as prescribed in the Thai Trade Competition Act. Criminal penalties may be up to 10% of the revenue in the year of offense or imprisonment up to 2 years, or both.
The director, manager or any person responsible for the companys operation would also be subject to similar fines. Administrative penalties may be up to (i) THB 6,000,000 and a daily fine penalty of THB 300,000 for persistent offense, or
(ii) 10% of revenue in the year of offense, depending on the type of the offense.
The Trade Competition Commission Thailand (the
TCCT), an independent body in charge of the supervision and enforcement of the Thai Trade Competition Act, has also published a sector-specific guideline on unfair trade practices for online food delivery businesses. The guideline
regulates activities between food delivery platform operators and restaurants. The guideline contains a sweeping provision on free and fair treatment, referencing the principles of non-coercion, non-discrimination and non-restriction. A large
section of the guideline is dedicated to laying out practices of food delivery platforms that may cause damage to restaurants, addressing trade terms that may exist in agreements between platforms and restaurants, for example, the increase of
commission fees, or variation of commission fees, without justification, and exclusivity restrictions, among others. As TCCT is still developing its legislation in this respect, we are closely monitoring the situation to safeguard compliance. In the
event of a failure to comply with the guideline, in addition to any applicable penalty under the Thai Trade Competition Act, the company will have to specifically correct its business practices (from the past and going forward) to comply with the
TCCTs relevant decision. Plus, the relevant stakeholders (restaurants/competitors) may rely on the TCCTs decision as a basis to file civil lawsuits against the company for damages incurred.
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Regulations on Debt Collection
Debt collection activity is regulated under the Debt Collection Act, B.E. 2558 (2015) (the Thai Debt Collection Act), and
accordingly, any debt collection on our lending products and PayLater are subject to this regulation. This regulation applies to all debt collectors and the method and procedures for debt collection are strictly regulated, and requires the debt
collection service business operator to register its business with the Metropolitan Police Bureau or Department of Provincial Administration. Our subsidiary operating our debt collection service business has registered its business with the relevant
authority.
Failure to comply with prescribed method and procedure for debt collection activities may result in administrative fines of up
to THB100,000 or criminal penalties (fines of up to THB 500,000 and/or imprisonment up to 5 years). With respect to certain matters, the relevant authority may initially order cessation of such activities or rectification within a specified period.
Failure to comply with an order would result in administrative fines. The registration of a debt collection service may be revoked in the event that such debt collection operator (i) has been repeatedly conducting the same non-compliance
activities with administrative penalties, or (ii) violates any provision with criminal penalties under the regulation. Directors or officers who are responsible for such non-compliance activities by the company are also be liable to penalties
for such offense.
Regulations on the Price of Goods and Services
The Notification of the Central Committee on the Prices of Goods and Services No. 8, B.E. 2564 (2021) Re: Prescribing Controlled
Goods and Services, which became effective on July 1, 2021, specifies that online delivery services such as GrabExpress, GrabFood, GrabMart and GrabKitchen are controlled services. However, a regulation regarding the price of online delivery
services has not yet been issued by the relevant authority. Therefore, food and package delivery services may be subject to price controls once the regulations on controlling prices are issued. Failure to comply with the regulation regarding the
price of online delivery service could expose the offender and its responsible director to a fine of up to THB 100,000, or imprisonment not exceeding 5 years, or both.
Regulations of Anti-Money Laundering and Counter-Terrorism and Proliferation of Weapon of Mass Destruction Financing
Regulated e-payment services and personal loans businesses must comply with all applicable AML/CTPF obligations including the relevant
Ministerial Regulations, Notifications, and Ordinances issued by the Anti-Money Laundering Office (AMLO) in addition to Anti-Money Laundering Act B.E. 2542 (1999) (AML Act) and Counter-Terrorism and Proliferation of
Weapon of Mass Destruction Financing Act B.E. 2559 (2016) (CTPF Act).
The AML/CTPF obligations require business
operators to set up robust controls and measures on ML/TPF risk management and mitigation such as customer due diligence, transaction monitoring and reporting, record-keeping, and asset freezing.
In the event of a failure to comply with the AML obligations, the business operators shall be subject to a fine not exceeding THB
1 million and not exceeding THB 10,000 for each day until rectification is made. In case of concealing facts or presenting false statements, or tipping off, there is a liability of up to 2 years or 5 years imprisonment and a fine of THB 50,000
to 500,000 or THB 100,000 respectively (the latter penalties are regarding tipping-off).
Whereas in the case of failing to comply with
the CTPF reporting obligations, the business operators shall be liable to a fine not exceeding THB 500,00 and not exceeding THB 5,000 for each day until rectification is made including their directors or responsible persons, or in the case of not
freezing the asset, the penalties shall be an imprisonment term not exceeding 3 years or a fine not exceeding THB 300,000 or both.
Regulations on
Computer Traffic Data Storage by Service Providers
A new Notification of the Ministry of Digital Economy and Society
(MDES) Re: Rules Concerning Computer Traffic Data Storage by Service Providers, B.E. 2564 (2021) (the Notification) came into effect on August 14, 2021 with a grace period until February 9, 2022. The
Notification requires certain service providers to ensure the security of their stored computer traffic data and the stored data must be able to identify and authenticate individual users. Any service providers who fail to comply with the
Notification may face a fine not exceeding THB 500,000 (approximately $14,000).
Regulations on Online Sale Transaction Case Division in the Civil
Court
The formation of the Civil Courts Online Sale Transaction Case Division was published in the Royal Gazette on
December 20, 2021, under which a new division of the Thai Civil Court has been set up to resolve disputes in relation to online purchases. This new division, which officially commenced operation on January 27, 2022, allows consumers and/or
purchasers to conveniently file lawsuits against sellers via an e-filing system without having to pay any court fee.
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Due to the convenience of the new e-filing procedure, we may become involved in more
litigation cases, whether as a witness or as a co-defendant with the online seller. In those cases, we may be required to provide information per the courts request, failing which we may be subject to imprisonment of up to 6 months and/or a
fine of up to THB10,000.
Malaysia
Regulations
on Ride-hailing
The amended Land Public Transport Act 2010 (LPTA), the Commercial Vehicles Licensing Board Act 1987
(CVLBA), and the Road Transport Act 1987 are the main pieces of legislation governing the provision of ride-hailing services such as GrabCar and GrabTaxi in Malaysia. The LPTA only applies to Peninsular Malaysia while the CVLBA applies
to the East Malaysian States of Sabah and Sarawak.
An operator of a ride-hailing booking service is required to have an intermediation
business license which would allow it to carry-on the business of facilitating arrangements, bookings or transactions of a ride-hailing service. An intermediation business licensee, such as us, is (i) required to apply for a permit for each
ride-hailing vehicle ; (ii) required to ensure that each ride-hailing vehicle, complies with certain requirements including, among others, having a minimum of three-star ASEAN NCAP (New Car Assessment Program for Southeast Asian Countries)
rating, not be more than 10 years old, and is undergoing inspections on an annual basis (for vehicles three years or older); and (iii) subject to various other business limitations and requirements, including limitations on surcharge rates and
driver-partner commissions and requirements such as ensuring that each driver-partner, ride-hailing vehicle and passenger is covered by ride-hailing insurance. In the event an operator does not acquire the intermediation business license, this will
be deemed as an offense and upon conviction, the offender is liable to a fine not exceeding MYR500,000 or imprisonment for a term not exceeding 3 years or both. In addition to the listed offense, the license might be revoked by the authority due to
non-compliance. Separately, driver-partners of ride-hailing vehicles are required to hold a public service vehicles (PSV) license.
Regulations on E-money
Under the
Financial Services Act 2013 (the FSA), no person may carry on an approved business (which includes the issuance of e-money) without the prior approval of the Central Bank of Malaysia, Bank Negara Malaysia (BNM).
Under the FSA, electronic money or e-money is defined as any payment instrument, whether tangible or intangible, that (a) stores funds electronically in exchange of funds paid to the issuer; and (b) is able to be
used as a means of making payment to any person other than the issuer.
Approved issuers of e-money, such as us, are subject to various
operational and ongoing compliance requirements including those set out in the Guidelines on E-Money issued by BNM. These requirements relate to governance, risk management, customer protection and management of funds. In particular, BNM
has issued the Policy Document on Risk Management in Technology and supplementary guidelines, which set out requirements in relation to cybersecurity and management of technology risk applicable to financial institutions including e-money issuers.
An issuer of e-money is required to provide clear and easily accessible terms and conditions for the use of e-money, and an issuer of a large e-money scheme is required to deposit funds collected in exchange for the e-money issued in a trust account
with a licensed financial institution in a timely manner. In general, the funds deposited in the trust account can be used only for refunds to users and payments to merchants. BNM has issued an exposure draft of a revised Guidelines on E-Money for
public consultation, whereby the final policy document will replace the existing Guidelines on E-Money. The exposure draft is more extensive than the current Guidelines on E-Money and proposes among others, enhanced technology, governance and risk
management requirements aimed to ensure the safety and reliability of e-money and preserve customers and merchants confidence in using or accepting payments in e-money. Non-compliance with the above could potentially result in penalties
including loss of or restriction on the license, administrative monetary penalties imposed by BNM, civil damages claims, and criminal penalties for the respective company and/or its officers up to and including fines and (in the case of officers)
imprisonment for a term not exceeding ten years.
Regulations on Courier Services (GrabExpress)
The Postal Services Act 2012 (the PSA) provides for the licensing of postal services and the regulation of the postal services
industry. The Malaysian Communications and Multimedia Commission (the MCMC) is responsible for overseeing and regulating the postal and courier services in Malaysia. The PSA provides for two forms of licenses: (i) a universal
service license or (ii) a non-universal service license, for the provision of postal services on such terms and conditions as the Minister of Communications and Multimedia thinks fit and in accordance with the Act. Universal service
means postal services, which include basic postal services determined by the MCMC to be provided to consumers throughout Malaysia, at the prescribed rates while non-universal service means postal services that may be provided to
consumers at rates other than the prescribed rates of the universal service. There are three classes of non-universal service license, i.e. Class A (provision of international and domestic courier service in Malaysia), Class B (provision
of international inbound courier service and domestic courier service in Malaysia) or Class C (to provide for intra-state domestic courier service in Malaysia). The PSA contains, among others, principles on rates settings, general competition
practices and provisions on consumer protection that are applicable to postal services licensees. Under Section 14 of the PSA, if a licensee fails to comply with the conditions of a license issued by MCMC under the PSA, the licensee shall upon
conviction be liable to pay a fine not exceeding MYR300,000 or imprisonment for a term not exceeding three years or both. Section 17 of the PSA, on the other hand, empowers the minister to suspend or revoke the license if the licensee fails to
comply with the provision of the Act or the provision of the conditions stipulated in the license. Section 16 of the PSA prohibits the assignment and transfer of license, where upon conviction, the offender would be liable to pay a fine not
exceeding MYR500,000 or imprisonment for a term not exceeding five years or both.
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In a public consultation document published on July 5, 2021, MCMC states that it plans
to introduce a new courier licensing policy and framework based on the guiding principles of, among others, moving from laissez-faire to sustainability model, taking a risk-based approach, having a fair licensing fee structure and being data driven.
The public consultation document also proposes three new classes for courier service licenses, namely N-Courier (for national delivery service), U-Courier (for urban delivery service) and I-Courier (for pick-up drop off points and intermediary
service). For each of these classes of courier service licenses, certain criteria would need to be met such as minimum paid-up capital requirements and even a majority local equity requirement for N-Courier licensees. Other than the new classes of
licenses, the public consultation document also proposes a new annual license fee model as well as proposes to introduce new special license conditions. According to the MCMC, all existing licensees will be migrated to the new licensing framework by
December 31, 2022 even though the tenure of their existing licenses have yet to expire. By default, all existing licensees will be migrated to U-Courier licenses whilst the process for N-Courier will be done through an application process under
guidance by the MCMC. New independent pick-up drop off players may apply under the normal process for I-Courier.
Regulations on Moneylending
Under the Moneylenders Act 1951, no person may conduct business as a moneylender in Malaysia unless licensed under the
Moneylenders Act 1951 or other relevant Malaysian legislation. Under the Moneylenders Act 1951, a moneylender is defined as any person who carries on or advertises or announces himself or holds himself out in any way as carrying on the
business of lending money at interest (with or without security) to a borrower, whether or not he carries on any other business. Licenses are issued by the Registrar of Moneylenders under the purview of the Ministry of Housing and Local Government
(KPKT).
A licensed moneylender is subject to operational and ongoing compliance requirements including, among others, the
requirement to display at all times its original license in a conspicuous place at the premises where it carries out or operates its business, requirements in relation to the moneylending agreement (including in relation to its form and certain
formalities required for the agreement to be enforceable) and record keeping requirements. KPKT has, on November 13, 2020, released the Online Moneylending Guidelines allowing licensed moneylenders to apply to provide loans online from
May 13, 2021. We are one of eight licensed moneylenders which have been granted with conditional approval in November 2020 to conduct online moneylending business. Non-compliance with the above could potentially result in penalties including
loss of or restriction on the license, administrative monetary penalties imposed by the Ministry of Housing and Local Government, civil damages claims, and criminal penalties for the respective company and/or its officers up to and including fines
and (in the case of officers) imprisonment for a term not exceeding five years.
Regulations on Insurance Agents
The primary legislation applicable to the carrying on of insurance business is the FSA which has repealed and replaced the Insurance Act 1996
(Repealed IA), save for certain provisions of the Repealed IA which shall continue to remain in full force and effect by virtue of section 275 of the FSA. The General Insurance Association of Malaysia (PIAM) for general
insurance agents has issued the rules for registration and regulation of general insurance agents (the GIARR), which provides for regulations for supervision of general insurance agents by PIAMs members. Under the GIARR, among
others, an insurance agent registered with PIAM may represent a maximum number of two general insurance companies at any time and shall comply with certain requirements of conduct. Non-compliance with the above could potentially result in penalties
including loss of or restriction on the license, administrative monetary penalties imposed by BNM, civil damages claims, and criminal penalties for the respective company and/or its officers up to and including fines and (in the case of officers)
imprisonment for a term not exceeding ten years.
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Competition Law
The Competition Act 2010 applies to all commercial activities which have an effect on competition in any market in Malaysia, whether such
activities are carried out within or outside Malaysia. The Competition Act 2010 is generally enforced by the Malaysia Competition Commission, save for competition issues arising in specific sectors (such as the telecommunications sector, the
aviation sector and the energy sector which are regulated by other regulators). Infringements of prohibitions of anti-competitive practices pursuant to Section 40 of the Competition Act 2010 may result in, among other things, the imposition of
a financial penalty of up to 10% of the worldwide turnover of the enterprise for the period during which the infringement occurred. The Malaysia Competition Commission may also take other actions, including issuing cease and desist orders. The
general penalty pursuant to Section 61 of the Competition Act 2010 is a (a) fine not exceeding MYR5 million, and for a second or subsequent offense, to a fine not exceeding MYR10 million; or (b) if such person is not a body
corporate, to a fine not exceeding MYR1 million or to imprisonment for a term not exceeding five years or to both, and for a second or subsequent offense, to a fine not exceeding MYR2 million or to imprisonment for a term not exceeding
five years or to both.
Regulations on Personal Data Protection
The Personal Data Protection Act 2010 regulates the processing of personal data in the course of commercial transactions in Malaysia, and is
enforced by the Personal Data Protection Commissioner. Broadly, the Personal Data Protection Act 2010 sets out key data protection principles which must be adhered to by data users (i.e. a person who either alone or jointly or in common with other
persons processes any personal data or has control over or authorizes the processing of any personal data, but does not include a processor) in Malaysia, which include (i) the requirement to obtain consent prior to processing an
individuals personal data; (ii) the requirement to provide written notice to individuals in both English and the Malay language stating, among other things, the purposes for which the personal data will be processed, the classes of third
parties to whom personal data will be disclosed, and the individuals right of access; (iii) obligation to ensure that the personal data collected will be processed in a safe and secure manner; (iv) obligation to ensure that personal
data processed will not be kept longer than is necessary, and (v) taking reasonable steps to ensure that personal data is accurate. The Personal Data Protection Standard 2015 further prescribes the minimum requirement for data security in
processing personal data.
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Infringement of the Personal Data Protection Act 2010 and Personal Data Protection
Regulations 2013, may result in:
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Personal Data Protection Act 2010 |
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S.6 |
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General Principle |
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A data user who breaches these Principles commits an offense and shall, on conviction, be liable to a fine not exceeding MYR300,000 or to imprisonment for a term not exceeding two (2) years or to both. |
S.7 |
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Notice and Choice Principle |
S.8 |
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Disclosure Principle |
S.9 |
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Security Principle |
S.10 |
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Retention Principle |
S.11 |
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Data Integrity Principle |
S.12 |
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Access Principle |
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S.16 |
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Failure to obtain Certificate of Registration |
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A person who belongs to the class of data users as specified in the order made under subsection 14(1) and who processes personal data without a certificate of registration issued in pursuance of paragraph 16(1)(a) commits an offense
and shall, on conviction, be liable to a fine not exceeding MYR500,000 or to imprisonment for a term not exceeding three (3) years or to both. |
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S.18 |
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Processing of Personal Data after revocation of registration |
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A data user whose registration has been revoked under this section and who continues to process personal data thereafter commits an offense and shall, on conviction, be liable to a fine not exceeding MYR500,000 or to imprisonment
for a term not exceeding three (3) years or to both. |
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S.19 |
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Where the certificate of registration is revoked and certification is not surrendered to the Commission |
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A person who fails to surrender the revoked certification commits an offense and shall, on conviction, be liable to a fine not exceeding MYR200,000 or to imprisonment for a term not exceeding two (2) years or to both. |
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S.29 |
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Non-compliance with code of practice |
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A data user who fails to comply with any provision of the code of practice that is applicable to the data user commits an offense and shall, on conviction, be liable to a fine not exceeding MYR100,000 or to imprisonment for a term
not exceeding one (1) year or to both |
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S.37 |
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Notification of refusal to comply with data correction request |
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A data user who contravenes subsection (2) commits an offense and shall, on conviction, be liable to a fine not exceeding MYR100,000 or to imprisonment for a term not exceeding one (1) year or to both |
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(1) Where a data user who pursuant to section 36 refuses to comply with a data correction request under section 34, the data user shall, not
later than 21 days from the date of receipt of the data correction request, by notice in writing, inform the requestor
(a) of the refusal and the reasons for the refusal; and |
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(b) where paragraph 36(1)(e) is applicable, of the name and address of the other data user concerned. |
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(2) Without prejudice to the generality of subsection (1), where personal data to which the data correction request relates is an expression of opinion and the data user is not satisfied that the expression of opinion is inaccurate,
incomplete, misleading or not up-to-date, the data user shall |
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(a) make a note, whether annexed to the personal data or
elsewhere |
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(i) of the matters in respect of which the expression of opinion is considered by the requestor to be inaccurate, incomplete, misleading or not up-to-date; and |
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(ii) in such a way that the personal data cannot be used by any person without the note being drawn to the attention of and being available for inspection by that person; and |
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(b) attach a copy of the note to the notice referred to in subsection (1) which relates to the data correction request. |
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(3) In this section, expression of opinion includes an assertion of fact which is unverifiable or in all circumstances of the case is not practicable to verify |
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Withdrawal of consent to process personal data
(1) A data subject may by notice in writing withdraw his consent to the processing of personal data in respect of which he is the data subject. |
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A data user who contravenes subsection (2) commits an offense and shall, on conviction, be liable to a fine not exceeding MYR100,000 or to imprisonment for a term not exceeding one (1) year or to both. |
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(2) The data user shall, upon receiving the notice under subsection (1), cease the processing of the personal data. |
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S.40 |
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Processing of sensitive personal data not in accordance with the Personal Data Protection Act 2010 |
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A person who contravenes subsection (1) commits an offense and shall, on conviction, be liable to a fine not exceeding MYR200,000 or to imprisonment for a term not exceeding two (2) years or to both. |
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S.42 |
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Failure to comply with Commissioners direction to comply with data subject notice to prevent processing likely to cause damage or distress |
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A person who contravenes the relevant subsection commits an offense and shall, on conviction, be liable to a fine not exceeding MYR 200,000 or to imprisonment for a term not exceeding two (2) years or to both |
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S.108 |
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Failure to comply with an enforcement notice by the Commissioner |
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A person who fails to comply with an enforcement notice commits an offense and shall, on conviction, be liable to a fine not exceeding MYR200,000 or to imprisonment for a term not exceeding two (2) years or to both. |
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S.113 |
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Search and seizure with warrant |
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A person who, without lawful authority, breaks, tampers with or damages the seal or removes any computer, book, account, computerized data or other document, signboard, card, letter, pamphlet, leaflet, notice, equipment, instrument
or article under seal or attempts to do so commits an offense and shall, on conviction, be liable to a fine not exceeding MYR50,000 or to imprisonment for a term not exceeding six (6) months or to both., |
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S.120 |
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Obstruction to search |
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Any person who
(a) refuses any authorized officer access to any premise which the authorized officer is entitled to have under this Act or in the execution of any duty
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(b) assaults, obstructs, hinders or delays any authorized officer in effecting any entry which the authorized officer is entitled to effect under this Act, or in the execution of any duty imposed or power conferred by this Act;
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(c) refuses any authorized officer any information relating to an offense or suspected offense under this Act or any other information which may reasonably be required of him and which he has in his knowledge or power to give,
commits an offense and shall, on conviction, be liable to imprisonment for a term not exceeding two (2) years or to a fine not exceeding MYR10,000 or to both |
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S.129 |
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Transfer of personal data to places outside Malaysia in contravention of the Personal Data Protection Act |
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A data user who contravenes this subsection commits an offense and shall, on conviction, be liable to a fine not exceeding MYR300,000 or to imprisonment for a term not exceeding two (2) years or to both. |
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Unlawful collecting, etc., of personal data |
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A person who commits an offense under this section shall, upon conviction, be liable to a fine not exceeding MYR500,000 or to imprisonment for a term not exceeding three (3) years or to both. |
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S.141 |
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Obligation of secrecy Except for any of the
purposes of this Act or for the purposes of any civil or criminal proceedings under any written law or where otherwise authorized by the Minister |
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A person who contravenes this subsection commits an offense and shall, on conviction, be liable to a fine not exceeding MYR100,000 or to imprisonment for a term not exceeding one (1) year or to both. |
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(a) the Commissioner, Deputy Commissioner, Assistant Commissioner, any officer or servant of the |
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Commissioner, any member of the Advisory Committee, any member, officer or servant of the Appeal Tribunal, any authorized officer or any
person attending any meeting or deliberation of the Advisory Committee, whether during or after his tenure of office or employment, shall not disclose any
information obtained by him in the course of his duties; and (b) no other person who
has by any means access to any information or documents relating to the affairs of the Commissioner shall disclose such information or document. |
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Consent of data subject to be obtained in any form that such consent can be recorded and maintained properly by the data user. |
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Any data user who contravenes sub-regulation 3(1), regulations 6, 7 and 8 commits an offense and shall, on conviction, be liable to a fine not exceeding MYR250,000 or imprisonment for a term not exceeding two
(2) years or to both. |
S.6 |
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Security policy |
S.7 |
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Retention standard |
S.8 |
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Data Integrity Standard |
Regulations on Anti-money Laundering and Prevention of Terrorism Financing
The Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLATFA), makes it an offense for
any person to engage in or abet the commission of money laundering and terrorist financing, and seeks, among other things, to implement measures for the prevention of money laundering and terrorism financing offences. These measures include the
imposition of obligations on reporting institutions (including certain Grab entities in Malaysia) such as an obligation to report transactions exceeding a specified threshold and suspicious transactions, customer due diligence obligations and record
keeping obligations. Reporting institutions under the AMLATFA include approved issuers of e-money under the FSA and licensed moneylenders under the Moneylenders Act 1951. BNM is empowered under Section 83 of the AMLATFA to issue guidelines,
circulars or notices to give full effect to or for carrying out the provisions of the AMLATFA. In this regard, BNM has issued policy documents on anti-money laundering, countering financing of terrorism and targeted financial sanctions applicable to
licensed moneylenders and approved issuers of e-money.
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Worker Classification
Under Malaysian law, an employee means a person engaged under a contract of service while an independent contractor
means a person engaged pursuant to a contract for services. The Employment Act 1955 (EA) defines contract of service as any agreement, whether oral or in writing and whether express or implied, whereby one person agrees to
employ another as an employee and that other agrees to serve his or her employer as an employee and includes an apprenticeship contract. There is no single legal test to determine whether a person is engaged as an employee or an independent
contractor. The Employment (Amendment) Act 2022 introduced a presumption as to who is an employee and employer in the absence of a written contract of service relating to any category of employee within the ambit of the EA. Under Section 101C
of the amended EA, the factors which would trigger the presumption includes whether the manner of work or hours of work are subject to control, whether tools, materials or equipment to execute work is provided, whether the work constitutes an
integral part of the business, whether the work is performed solely for the benefit of the persons business, or whether payment is made in return for work done at regular intervals and such payment constitutes the majority of the persons
income. The Industrial Court of Malaysia will examine all facts and circumstances and the conduct of the parties, including but not limited to factors referred to under Section 101C, whether there is a fixed compensation package or whether the
individual undertook a business risk, exclusivity, whether any statutory contributions (such as EPF) have been made and the contractual terms of the engagement in determining the status of an employee or independent contractor.
Philippines
Regulation of Public Utilities and
Other Related Matters
Foreign Ownership Restriction
The Philippine Constitution restricts the operation of a public utility to citizens of the Philippines or to corporations or associations
organized under the laws of the Philippines at least 60% of whose capital is owned by such citizens. It also limits the participation of foreign investors in the governing body of any public utility to the foreign investors proportionate share
in its capital, and mandates that all the executive and managing officers of such public utility be citizens of the Philippines.
The
Foreign Investments Act, as amended, defines a Philippine national as, among others, a citizen of the Philippines or a corporation organized under the laws of the Philippines of which at least sixty percent (60%) of the capital stock
outstanding and entitled to vote is owned and held by citizens of the Philippines. Under Memorandum Circular No. 8, series of 2013 issued by the Philippine Securities and Exchange Commission (the PSEC), the minimum Filipino
percentage of ownership applies to both (a) the total number of outstanding shares of stock entitled to vote in the election of directors, and (b) the total number of outstanding shares of stock, whether or not entitled to vote in the
election of directors.
Commonwealth Act No. 108, known as the Anti-Dummy Law (ADL), imposes imprisonment up to fifteen
years, fine up to the value of the franchise, forfeiture of the franchise, and possible closure of business, upon, among others, (a) any entity exercising a right or franchise that is reserved for Philippine citizens or entities without
complying with the required ownership by Philippine citizens, (b) any person who allows his name or citizenship to be used for the purpose of evading such ownership requirement, or (c) who falsely simulates the existence of the required
minimum percentage of Philippine ownership. The ADL also penalizes persons, corporations or partnerships that allow foreigners to intervene in the management, control or administration of such entity and any person who knowingly aids, assists or
abets in the planning, consummation or perpetration of such acts by imprisonment and/or fine.
Commonwealth Act No. 146, as amended
(the Public Service Act), lists common carriers in the definition of the term public service. On March 21, 2022, Republic Act No. 11659 amending the Public Service Act was signed into law by the Philippine President
(the PSA Amendment). The PSA Amendment provides for an exclusive enumeration of what constitutes a public utility and states that [n]o other person shall be deemed a public utility unless otherwise subsequently declared by
law. Under Section 4 of the PSA Amendment, only the following are public utilities: (i) distribution of electricity; (ii) transmission of electricity; (iii) petroleum and petroleum products pipeline transmission systems;
(iv) water pipeline distribution systems and wastewater pipeline systems, including sewerage pipeline systems; (v) seaports; and (vi) public utility vehicles (but excluding TNVS). The law expressly provides that
[n]otwithstanding any law to the contrary, nationality requirements shall not be imposed by the relevant administrative agencies on any public service not classified as a public utility. Thus, those not classified as public utility are
public services not subject to foreign ownership restrictions, except those applicable to (i) entities controlled by or acting on behalf of foreign governments or foreign-state owned enterprises and (ii) sovereign wealth funds and
independent pensions funds of each state, foreigners may fully own and control key industries across economic sectors except public utilities.
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TNCs and accredited TNVS are not considered as public utility vehicles and will therefore
not fall under the category of public utilities. TNCs pertain to persons or entities that provide pre-arranged transportation services for compensation using an internet-based technology application or digital platform technology to connect
passengers with drivers using their personal vehicles, while TNVS refers to a TNC-accredited private vehicle owner, which is a common carrier, using the internet-based technology application or digital platform technology, transporting passengers
from one point to another, for compensation.
Note, however, that other public services may later on be classified as public utilities by
congressional act. Particularly, the President may, upon recommendation of the National Economic and Development Authority (NEDA), recommend to Congress the classification of a public service as public utility on the basis for the
following criteria: (i) the person or juridical entity regularly supplies and transmits and distributes to the public through a network a commodity or service of public consequence; (ii) the commodity or service is a natural monopoly that
needs to be regulated when the common good so requires. For this purpose, natural monopoly exists when the market demand for a commodity or service can be supplied by a single entity at a lower cost than by two or more entities; (iii) the
commodity or service is necessary for the maintenance of life and occupation of the public; and (iv) the commodity or service is obligated to provide adequate service to the public on demand.
Detailed guidelines on its implementation will be issued by the pertinent government agencies, in coordination with the NEDA, within six
months from the effectiveness of the law.
Republic Act No. 11659 became effective 15 days after its publication in the Official or a
newspaper of general circulation. It was published on the online version of the Official Gazette on March 23, 2022 and in a newspaper of general circulation on March 25, 2022.
Ride-hailing Industry
Under
Department of Transportation Order No. 2018-13 dated June 11, 2018, TNCs and the accredited TNVS are deemed as engaged in the operation of a public utility, and are thus subject to the foreign ownership restriction under the Philippine
Constitution. However, this is subject to change upon the effectiveness of the PSA Amendment.
TNCs are required to secure a Certificate
of TNC Accreditation from LTFRB, while TNVSs are required to secure a Certificate of Public Convenience from the LTFRB. Any violation or non-compliance by a TNC and a TNVS of any guidelines set by the LTFRB shall be a ground for imposition of
administrative fines of up to PHP10,000, suspension, or cancellation of accreditation.
On August 10, 2018, the DOTr imposed a
moratorium on the acceptance of TNC Accreditation applications to allow for their careful study, and to allow the LTFRB to closely monitor the operation of existing TNCs. On November 12, 2021, the DOTr circulated Memorandum Circular
No. 2021-066, lifting the moratorium on the entry of TNCs in the ride-hailing industry. The memorandum aims to encourage healthy competition among TNCs and imposes new requirements for accreditation, which include proof of financing, an
accreditation fee of PHP30,000, and that sixty percent (60%) of the capital stock of applicant corporations be owned by Filipino citizens. With the effectiveness of the PSA Amendment, this 60% nationality requirement should no longer apply.
Motorcycle-hailing Applications
Under Republic Act No. 4136 (the Land Transportation and Traffic Code), motorcycles shall not be used for hire and shall not
be used to solicit, accept, or be used to transport passengers or freight for pay. Further, the Omnibus Guidelines on the Planning and Identification of Public Road Transportation Services and Franchise Issuance dated June 19, 2017, of the
Department of Transportation or the Omnibus Guidelines excludes motorcycles from the allowable vehicles to be used as a TNVS. In 2019, the Motorcycle Taxi Technical Working Group implemented a pilot run for motorcycle taxis which ended in January
2020 but was resumed on November 23, 2020. There is currently no official end date of the pilot. The Certificate of Compliance issued to motorcycle TNCs, including for our two-wheel mobility offerings, will be valid for the duration of the
pilot run unless sooner revoked.
Any violation or non-compliance with Land Transportation Traffic Code or any guidelines set by the LTO
shall be a basis for imposition of administrative fines, impounding of the vehicle, and imprisonment.
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Private Express and/or Messenger Delivery Service (PEMEDES)
Presidential Decree No. 240 issued on July 9, 1973 states that no express and/or messenger delivery service firm shall operate in the
Philippines without possessing Authority to Operate and/or Messenger Delivery Service to be issued by the Postmaster General (now the Department of Information and Communications Technology or the DICT). By virtue of Republic Act
No. 7354 or the Postal Service Act of 1992, the Department of Transportation and Communications (DOTC) (whose functions relating to the operation and maintenance of a national postal system including delivery services are
transferred to the DICT) was given the exclusive power and authority to regulate the postal delivery services industry or those engaged in domestic postal commerce, including the registration and prequalification of any natural or juridical person,
other than freight forwarders, who engage in the business of letter and parcel messengerial services, door-to-door delivery, or the transporting of the property of others that are similar to mail or parcel. Mail or mail
matters refer to all matters authorized by the government to be delivered through the postal service and shall include letters, parcels, printed materials, and money orders. Parcel means a rectangular box, the dimension and weight
of which is as specified by the Philippine Postal Corporation or the government containing goods or some form of transportable property intended for delivery to an addressee prominently displayed on at least one of its sides.
Under DOTC Department Circular No. 2001-01 (DC 2001-01), which the DICT has adopted, an Express and/or Messengerial
Delivery Service Firm is defined as those that own, operate, manage or control in the Philippines, for hire or compensation, with general or limited clientele, whether permanent, occasional or accidental, and for general business purposes, any
service for the personal delivery to other persons, of written messages and any mail matter, except telegram.
The DICT has proposed
revised rules in processing, hearing, and adjudicating applications for applications for authority to operate PEMEDES and the investigation of complaints in connection with the operation of such services.
DC 2001-01 provides that only Filipino citizens or entities at least 60% of whose capital stock is owned by Filipino citizens may apply to
operate a PEMEDES. The holder of a PEMEDES license is prohibited from leasing, transferring, selling, or assigning its rights, unless it obtains the approval of the DICT Secretary.
Every operator of PEMEDES must also secure from the DICT a Messengers Work License for every person it employs as a messenger. The
Messengers Work License will be valid for two years and may be renewed for the same period after the messenger concerned is ascertained to have no derogatory record.
Any violation or non-compliance by a PEMEDES of any guidelines set by the DICT shall be a ground for imposition of administrative fines and
revocation of authority.
On April 8, 2022, the DICT issued Department Circular No. 001 series of 2022 to rationalize,
streamline and liberalize the registration, regulation and monitoring of qualified PEMEDES operators. Under the said circular, the Postal Regulation Division (PRD) was restructured into the ICT Infrastructure and Services Enabling
Division (IISED) and placed under the direct control and supervision of the Office of the Undersecretary of Digital Philippines (OUDP), which is mandated to lead in accelerating the promotion, liberalization, rationalization,
and streamlining of the registration / accreditation, monitoring, and regulation of ICT infrastructure and services. The Committee on Postal Regulation was dissolved and its duties, powers, functions and responsibilities are now exercised by the
OUDP through the IISED. The IISED shall undertake the processing and evaluation of applications for registration / accreditation of PEMEDES operators, and their subsequent monitoring and regulation.
Regulations on Electronic Money Issuers
The BSP, or the central monetary authority of the Philippines, regulates the issuance of electronic money and the operations of electronic
money issuers or EMIs such as us due to our GPay offering in the Philippines. The Manual of Regulations for Non-Bank Financial Institutions (the MORNBFI) promulgated by the BSP defines e-money as monetary value as represented by a claim
on its issuer, that is: (a) electronically stored in an instrument or device; (b) issued against receipt of funds of an amount not lesser in value than the monetary value issued; (c) accepted as a means of payment by persons or
entities other than the issuer; (d) withdrawable in cash or cash equivalent; and (e) issued in accordance with the BSPs regulations. Prior BSP approval is required before operating as an EMI. Any violation or non-compliance of the
National Payments Act or any guidelines set by the BSP shall be a basis for imposition of administrative or civil fines of up to PHP2 million, suspension of directors, and officers, and revocation of authority, and possible imprisonment up to
ten years.
Starting December 16, 2021, the BSP has imposed a 2-year moratorium on the issuance of EMI licenses to non-banks in order
to monitor existing market players in the e-money landscape and to assess their impact on the financial ecosystem. For EMI applicants who were unable to submit their application before the December 15, 2021 deadline, the BSP allows them to
still participate in the digital payments ecosystem by applying for an exception under the Regulatory Sandbox Framework. The specific guidelines for this Framework are still being drafted. In its most recent draft, applicants must meet eligibility
standards to be able to participate in the regulatory sandbox.
While this moratorium will not affect existing EMI license-holders such as
GrabPay, there are also new licensing requirements being drafted by the BSP which may require EMIs to comply with a minimum capitalization requirement of PHP200 million for large scale EMIs, and PHP100 million for small scale. Under the
said regulation, EMIs will be classified as large scale or small scale, depending on whether or not the 12-month average value of aggregated inflow and outflow transactions is equal to or greater than PHP25 billion. The
proposed regulation also expects EMIs to comply with BSP regulations related to electronic payment and financial services, including anti-money laundering and corporate governance measures. Currently, the BSP is supervising 38 registered and
licensed non-bank EMIs.
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Regulations on Financing Companies
Republic Act No. 5980, as amended (the Financing Company Act) , require financing companies to secure the respective license
from the Securities and Exchange Commission of the Philippines (the Philippine SEC). Financing companies refer to corporations, except banks, investments houses, savings and loan associations, insurance companies, cooperatives, and
other financial institutions organized or operating under other special laws, which are primarily organized for the purpose of extending credit facilities to consumers and to industrial, commercial, or agricultural enterprises, by direct lending or
by discounting or factoring commercial papers or accounts receivable, or by buying and selling contracts, leases, chattel mortgages, or other evidences of indebtedness, or by financial leasing of movable as well as immovable property. There
are no foreign equity restrictions applicable to financing companies.
The Financing Company Act authorizes the Philippine SEC to regulate
financing companies, including the maximum rate or rates of purchase discounts, lease rentals, fees, service and other charges of financing companies, and to change, eliminate or grant exemptions from or suspend the effectivity of such rules
whenever warranted by prevailing economic and social conditions. The said law also regulates the minimum paid-up capital of financing companies. Accordingly, our lending offerings are subject to the Financing Company Act.
Any violation or non-compliance of the Financing Company Act or any guidelines set by the Philippine SEC shall be a basis for imposition of
administrative fines of up to PHP100,000, imprisonment up to six months, and revocation of authority.
On December 22, 2021, the BSP
issued BSP Circular No. 1133, series of 2021, which imposes ceilings on interest rates and other fees charged by lending companies, financing companies, including their online lending platforms. This policy intends to cover short term, small
value, and high-cost consumer credit targeting primarily the low-income borrowers. Therefore, unsecured, general-purpose loans offered by lending companies, financing companies, and their online lending platforms, that do not exceed the amount of
PHP10,000 and loan tenor of up to four months shall be subject to the prescribed ceilings on interest rates and other fees.
The following
are the applicable ceilings on interest rates, and other fees for covered loans:
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A nominal interest rate ceiling equivalent to 6 percent per month (~0.2 percent per day).
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2. |
An effective interest rate ceiling equivalent to 15 percent per month (~0.5 percent per day),
which shall include the nominal interest rate along with all other applicable fees and charges (i.e., processing fees, service fees, notarial fees, handling fees and verification fees, among others) but excluding fees and penalties for late payment
or nonpayment. |
|
3. |
A cap on penalties for late payment or non-payment at 5 percent per month on outstanding scheduled
amount due. |
|
4. |
A total cost cap of 100 percent of total amount borrowed (applying to all interest, other fees and
charges, and penalties) regardless of time the loan has been outstanding. |
The ceilings on interest rates and other fees
for covered loans offered by lending companies, financing companies, and their online lending platforms shall be subject to the periodic review by the BSP, in consultation with the Philippine SEC and the industry.
As the primary regulator of lending companies, financing companies, and their online lending platforms, the Philippine SEC was mandated under
the BSP Circular to formulate and promulgate the necessary issuance providing for the rules and regulations implementing the provisions of the BSP Circular within 60 business days from the BSP Circulars effectivity date. The Philippine SEC
shall be responsible for ensuring compliance of lending companies, financing companies, and their online lending platforms with the provisions of the BSP Circular and imposing the appropriate penalties and/or actions.
The Philippine SEC issued Memorandum Circular No. 3 dated March 1, 2022 which provides the guidelines on the implementation of BSP
Circular 1133. Under the SEC Memorandum Circular, non-compliance with the ceilings imposed will result in the imposition of PHP50,000 fine for financing companies for the first offense, and PHP100,000 for the second offense. For the third offense,
the Philippine SEC may impose a fine of up to PHP1 million, suspension of financing activities, and revocation of the certificate of authority to operate as a financing company. The SEC Memorandum Circular also provides that all financing
companies and lending companies, whether or not offering loans covered by the ceiling, shall submit an Impact Evaluation Report on or before 15 January each year beginning 2023 using the form prescribed by the SEC. Non-compliance by a financing
company will result in a fine of PHP10,000.00 plus PHP200.00 daily penalty (first offense), suspension of certificate of authority (second offense), and revocation of certificate of authority (third offense). Further, all lending companies and
financing companies, whether or not offering loans covered by the ceiling, to submit a Business Plan indicating the companys loan products and services and the applicable pricing parameters compliant with the ceilings imposed. Late submission
of Business Plan by financing companies will subject them to a fine of PHP10,000.00 plus PHP200.00 daily penalty, while non-submission of Business Plan will lead to suspension or revocation of the companys certificate of authority. The SEC
Memorandum Circular took effect on March 3, 2022.
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Moratorium on Online Lending Platform
Due to numerous complaints related to alleged violations of existing regulations by online lending platforms, the Philippine SEC, through
Memorandum Circular No. 10, series of 2021 dated November 2, 2021, imposed a moratorium on the registration of new online lending platforms, including existing financing companies and lending companies that will engage in online lending
platforms. Under the said SEC Memorandum Circular, only the recorded lending and financing companies with online lending platforms as of November 2, 2021 may operate and be used for online lending or financing, which shall be subject to strict
monitoring by the Philippine SEC of their compliance with all applicable laws, rules, and regulations. The moratorium will be in effect until it is formally lifted by the Philippine SEC.
Regulations on Operators of Payment Systems (OPS)
Republic Act No. 11127 (the National Payment Systems Act), provides a comprehensive legal and regulatory framework for payment
systems and governs services such as GPay and GrabLink. The law defines payment systems as the set of payment instructions, processes, procedures and participants that ensures the circulation of money or the movement of funds; and operators as
persons who provide clearing or settlement services in a payment system or define, prescribe, design, control, or maintain the operational framework of the payment system. All OPS must register with the BSP. BSP Circular No. 1049 issued on
September 9, 2019 provides for the rules and regulations on the registration of OPS to implement the National Payment Systems Act.
Any violation or non-compliance of the National Payments Act or any guidelines set by the BSP shall be a basis for imposition of
administrative or civil fines of up to PHP2,000,000, suspension of directors, and officers, and revocation of authority, and possible imprisonment up to ten years.
On September 17, 2021, the BSP issued BSP Circular No. 1127, series of 2021, which provides for the governance policy for OPS as
part of the implementation of the National Payment Systems Act. Under the said BSP Circular, all OPS are required to comply with a risk appetite statement which details the types of risks OPS are willing to accept and avoid in order to keep their
business objectives. This should include statements that report measures on systemic, financial, and operation risks that could build up in the payment system in the course of their business. A risk government framework that lays out the business
strategy that will be adopted by a firms board of directors will also be required. OPS will also be required to have a board of directors composed of 5 to 15 members, wherein one of them or at least 20% of the board should be independent
directors.
Anti-Money Laundering Act 2001, as amended
Republic Act No. 9160 (Anti-Money Laundering Act of 2001), as amended (the AMLA), requires covered institutions which include
banks, non-banks, quasi-banks, trust entities, and all other institutions and their subsidiaries and affiliates supervised or regulated by the BSP, to provide for customer identification, keep records, and report covered and suspicious transactions.
Covered persons are also required to report to the Anti-Money Laundering Council covered transactions and suspicious transactions. Violations of the AMLA are subject to administrative and criminal penalties. Each of the BSP, the PSEC and the
Insurance Commission has also issued its own set of regulations implementing the AMLA to cover institutions under their respective supervision.
Regulations on Insurance
The
applicable laws governing insurance contracts and matters related to insurance business are Republic Act No. 10607 (the Insurance Code) and the Civil Code of the Philippines. The Insurance Code mandates that only persons duly
licensed by the Insurance Commission, such as insurance agents and brokers, may engage in the solicitation or procurement of applications for insurance. No person shall act as an insurance agent unless it has first secured from the Insurance
Commission a license to act as an insurance agent, which must be renewed every three years thereafter. Acting as an insurance agent without authority is unlawful and is penalized by fine up to PHP 250,000 and/or imprisonment up to six months.
Microinsurance agents/brokers must likewise be licensed by the Insurance Commission and must comply with Insurance Commission Circular Letter No. 2015-54 dated October 16, 2015 (Adoption and Implementation of Enhanced Microinsurance
Regulatory Framework).
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Regulations on Data Privacy
The Republic Act No. 10173 (the Data Privacy Act of 2012 or the DPA), its implementing rules and regulations, and
the issuances of the National Privacy Commission (the NPC) govern the processing of all types of personal information. The DPA applies to any natural or juridical person involved in the personal information processing such as the
personal information controllers and processors who, although not found or established in the Philippines, use equipment that are located in the Philippines, or those who maintain an office, branch or agency in the Philippines, subject to certain
exceptions. The DPA expressly requires that before a personal information controller or processor can collate, process, and then use or share personal data, the personal information controller or processor must have a lawful criterion or basis for
processing, such as consent (which is defined as any freely given, specific, informed indication of will, whereby the data subject agrees to the collection and processing of his or her personal data). Such entity must also register with the NPC and
appoint a data protection officer.
The DPA and its implementing rules require personal information controllers and processors to have a
data protection officer or compliance officer who shall be accountable for ensuring compliance with applicable laws and regulations for the protection of data privacy and security. Personal information controllers and processors must also
(i) conduct a privacy impact assessment as part of the organizational security measures pursuant to NPC Advisory No. 2017-03, and (ii) register its personal data processing system if (a) it employs more than 250 persons,
(b) it employs less than 250 persons but the processing undertaken is likely to pose a risk to the rights and freedoms of the data subject or is not occasional, or involves the processing of sensitive personal information of at least 1,000
individuals, pursuant to NPC Circular No. 17-01. Personal information controllers and processors are also required to constitute a data breach response team and proper documentation under NPC Circular No. 2016-03.
Regulations on Cybersecurity
BSP
Circular No. 808, Series of 2013 provides for the guidelines on technology risk management applicable to all BSP-supervised institutions and requires BSP supervised institutions to establish a robust technology risk management system covering
the following components: (1) technology governance, (2) risk identification and assessment, (3) technology control implementation, and (4) risk measurement and monitoring.
Insurance Commission Circular Letter No. 2014-47 (Guidelines on Electronic Commerce of Insurance Products) requires insurance providers
to comply with the DPA, maintain adequate security mechanisms to ensure security of payment mechanisms and personal information, and provides guidelines on the collection and processing of data. The Insurance Commission may order insurance providers
to cease conducting online distribution of insurance products in case of finding of fraud and injury to the public.
Regulations on Competition Law
The Philippine Competition Act (the PCA) is the primary competition policy of the Philippines. It came into effect on
August 8, 2015, and was enacted to provide free and fair competition in trade, industry and all commercial economic activities. The PCA prohibits practices that restrict market competition through anti-competitive agreements or conduct and
abuse of a dominant position, and requires parties to notify and obtain clearance for certain mergers and acquisitions. The PCA prescribes administrative fines of up to PHP275 million and criminal penalties of imprisonment up to seven years for
violations of its provisions.
On September 11, 2020, the Bayanihan to Recover As One Act (the Bayanihan 2) was passed
which, among others, exempted all mergers and acquisitions with transaction values below PHP50 billion from compulsory notification under the PCA if entered into within a period of two years from the effectivity of Bayanihan 2 (i.e., until
September 15, 2022). Pre-Bayanihan 2 thresholds are PHP6 billion for the Size of Party Test and PHP2.4 billion for the Size of Transaction Test, which will be applicable to transactions entered after September 15, 2022 (subject
to annual adjustment based on the Gross Domestic Product of the Philippines).
Bayanihan 2s suspension power to review transaction
motu proprio by the Philippine Competition Commission (PCC), including transactions that do not meet the thresholds for compulsory notification, expired on September 15, 2021. Thus, the PCC is now once again able to review
transactions motu proprio. Particularly, the PCC has the power to review, motu proprio, mergers and acquisitions which it believes, based on reasonable grounds, are likely to substantially prevent, restrict or lessen competition in the market.
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Regulations on Employment
Independent Contractor
Contracting
and subcontracting of work is allowed but is heavily regulated by the Philippine Labor Code and Department of Labor and Employment Department Order No. 174, series of 2017. There is legitimate contracting where the contractor (i) conducts
an independent business; (ii) with adequate capital to do the job and pay its people; and (iii) exercises direct control over the performance of the workers. Control refers to the right reserved to the person for whom the
services of the contractual workers are performed, to determine not only the end to be achieved, but also the manner and means to be used in reaching that end. On the other hand, the law prohibits labor-only contracting, which is where the person
supplying workers to an employer does not have substantial capital or investment, and the workers recruited and placed by such contractor/subcontractor are performing activities which are directly related to the principal business of such employer,
or when the contractor or subcontractor does not exercise the right to control over the performance of the work of the employee. In such cases, the contractor, subcontractor, or intermediary shall be considered merely as an agent of the employer who
shall be responsible to the workers in the same manner and extent as if the latter were directly employed by him.
Vietnam
Foreign Investment Regulations
Foreign investment into Vietnam is regulated by both domestic legislation and international agreements, with the primary regulations being Law
on Investment No. 61/2020/QH14, and the Schedule of Specific Commitments in Services in Vietnams Commitments to the WTO (the WTO Commitments). Foreign investment is divided into three general categories: unrestricted,
restricted, and prohibited. With respect to the restricted category, restrictions can take the form of a specific foreign ownership ceiling in a foreign-invested company, a general requirement to enter into a joint venture with a local
party in order to conduct the relevant business, restrictions on the scope of investment activities, the requirement to obtain certain government approvals for foreign ownership, operational license requirements for foreign invested enterprises
(FIEs), or a combination thereof. For example, foreign ownership in companies providing passenger transport services is subject to a 49% ceiling; and foreign ownership in companies engaging in e-payment or debt trading businesses is not
specifically provided for in either domestic legislation or the WTO Commitments and is therefore subject to government approval on a case-by-case basis.
Any investment activities which are not compliant with the Law on Investment and its sub-law guidance may cause a company to be subject to
fines, such as a fine of up to VND300 million that may be applied to investment in banned business sectors. There may be some remedial measures that will be also further applied depending on the level of violations, among others, which are
forced to complete the registration or notification procedures.
Regulations on Core Business Activities
Mobility Segment
Registration or Notification
of E-Commerce Websites and Mobile Applications
Under Decree No. 52/2013/ND-CP guiding e-commerce (as amended by Decree
No. 08/2018/ND-CP and Decree No. 85/2021/ND-CP) (Decree 52), and Circular No. 59/2015/TT-BCT as amended by Circular No. 21/2018/TT-BCT and Circular 01/2022/TT-BCT (Circular 59), there are two forms of
e-commerce operation in Vietnam: (i) e-commerce direct sale websites or mobile applications, and (ii) e-commerce service provision websites or mobile applications, such as e-commerce marketplace websites or mobile applications, online
auction websites or mobile applications, and online promotional marketplace websites or mobile applications. The establishment and operation of e-commerce websites or mobile applications require regulatory approvals from the Ministry of Industry and
Trade (the MOIT), of Vietnam. In particular, companies that own or operate e-commerce direct sale websites or mobile applications must notify the MOIT of the establishment of such e-commerce direct sale websites or mobile applications
while companies that own or operate e-commerce service provision websites or mobile applications must register with the MOIT for their establishment. If there are any changes or supplements to the services provided via the registered or notified
e-commerce website or mobile application, the operator of such website or mobile application must notify the MOIT of Vietnam within seven business days. Accordingly, our two-wheel mobility, GrabFood, GrabMart, GrabKitchen, GrabGifts and Rewards
offerings are subject to Decree 52 and Circular 59.
Failure to comply with the registration and notification procedures respectively for
(i) e-commerce service provision websites or mobile applications and (ii) e-commerce direct sales websites or mobile applications shall be subject to fines of up to VND 60 million and may lead to a suspension of 6 to 12 months in the
event of recidivism.
Starting on January 1, 2022, foreign investment in e-commerce is subject to discretionary approval of competent
licensing authorities (in contrast to matter of course approval). In particular:
(a) A foreign investor can invest in
e-commerce services by either setting up a new entity or acquiring shares/equity interest of an existing e-commerce entity.
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(b) In addition to consensus of the MOIT, an appraisal of the Ministry of Public Security
(MPS) is also required for national security purpose if the foreign investor currently has control in at least one e-commerce entity holding a top 5 position in the Vietnam e-commerce market as announced by the
Ministry of Industry and Trade. For this purpose, control means the (i) ownership of 50% or more of charter capital or voting right, (ii) control of the Vietnam e-commerce companys technology, or
(iii) direct/indirect ability to appoint directors or officers or make important business decisions such as in relation to strategy and capital. In addition, a top 5 company in the Vietnam e-commerce market is determined based on
the number of visits, number of sellers, number of transactions and total transaction value, as announced by the Ministry of Industry and Trade. However, the MOIT has not announced such top 5 list.
In addition, for an existing Vietnam-based e-commerce company that holds a top 5 position in the Vietnam e-commerce market, MPS
appraisal is also required before MOIT gives its consensus and the DOIT (licensing authority of trading license) grants or amends the trading license. The amendment to the trading license is required if there is any change in registered contents
such as entitys name, business identification number, address of headquarters, legal representative, controlling owners, capital contributors, founding shareholders. This additional provision may result in additional time and effort for
leading e-commerce businesses in its licensing process.
With regard to the above regulations, it seems that the obtainment of MPS
approval is only imposed on investment with acquisition of controlling power of existing e-commerce entities which are in the top 5.
Automobile Transport Services
As from
April 1, 2020, any company who provides a software application supporting in automobile transport connection, which includes our four-wheel offerings, shall be regulated by Decree No. 10/2020/ND-CP on automobile transport business and
business conditions (Decree 10). Under Decree 10, in the event a software application company directly involves in deciding the transport booking fares, it is required to obtain an automobile transport business license as issued by the
provincial Department of Transport where its head office is located. Decree 10 further provides that in the case two or more transport service providers cooperate to operate a transport business, they must enter into a business cooperation agreement
which specifies the responsibilities of the parties, including with respect to direct management of automobile vehicles and drivers for freight and passenger transport and booking fares.
Conducting an automobile transport business without an automobile transport business license shall be subject to fines of up to
VND24 million. The automobile transport business license shall be revoked in the event the transport service provider fails to operate transport activities within 6 months as from the issuance date of such license, or has operated but is halted
for doing its business for 6 consecutive months.
Motorcycle Transport Service
Under Circular No. 08/2009/TT-BGTVT (as amended by Circular No. 46/2014/TT-BGVT) (Circular 08), individuals are entitled
to use motorcycles to provide freight and passenger transport services (such as our two-wheel mobility, GrabFood, GrabMart and GrabExpress) upon satisfaction of certain conditions, including (i) having a badge/sign or uniform provided by the
relevant provincial Peoples Committee in order to be identified among other traffic participants; and (ii) having a valid drivers license. However, currently, Vietnamese law does not have specific regulations covering companies
providing a software application supporting motorcycle transport connection and therefore, Decree 52 applies to this activity. Given such, in case of non-compliance, the regulations in the e-commerce sector will apply.
Collection of Payment for Booked Goods and Services by Users
For our mobility and food delivery segments, users booking through a ride-hailing booking services companys websites or mobile
applications make payment for booked goods or services by way of non-cash payment with a credit card, debit card or e-wallet (through intermediary payment service providers appointed by the e-commerce platform service providers) or in cash (through
the goods delivery service provider as appointed by the e-commerce platform service providers). Under Decree No. 101/2012/ND-CP on non-cash payments (as amended by Decree No. 80/2016/ND-CP and Decree No. 16/2019/ND-CP) (Decree
101), the authorized collection service can be performed through a bank account (account-based cashless payment service) or a non-account-based cashless payment service. In addition to banks, peoples credit funds and micro-finance
institutions, certain non-banking entities may be approved by the State Bank of Vietnam, or the SBV, on a case-by-case basis, to provide account-based cashless payment services and non-account-based cashless payment services.
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Food Deliveries and Package Deliveries
Under the Law on Post No. 49/2010/QH12 and Decree No. 47/2011/ND-CP providing details for implementation for Law on Post (as amended
by Decree No. 150/2018/ND-CP) and Decree No. 25/2022/ND-CP (Decree 47), postal activities include activities, among others, (i) delivery of mails and paper documents and (ii) delivery of goods parcel and package (such
as GrabExpress). Vietnamese postal regulations require any entities and individuals providing delivery or postal services (except individuals providing the services free of charge) to obtain a postal license or certificate on postal operation
notification, depending on weight and type of items being delivered as well as territory in which the postal service provider operates. Failure to obtain the postal license or certificate on postal operation notification shall be subject to fines of
up to VND30 million, and is subject to a remedial measure which requires return of all the profits earned from the activities without proper license or notification and the competent authority may order suspension or termination of this
delivery business.
Though the postal regulations require individual drivers to obtain a postal license or certificate on postal operation
notification, Decree 47 is silent on the procedure for individual drivers to obtain such license and certificate. In the meantime, Circular 08 is the prevailing regulation governing delivery of goods by motorcycle (as provided above).
Decree No. 09/2018/ND-CP, which sets forth regulations on Law on Commerce and Law on Foreign Trade Management on trading goods and
activities directly related to trading of goods of foreign investors and FIEs in Vietnam (Decree 09), expressly requires a trading license for FIEs engaging in certain trading activities and e-commerce activities including, among others:
(i) retail of goods, (ii) provision of trade promotion services, except advertisement, (iii) provision of trading intermediary services and (iv) e-commerce services. The relevant authority for issuing the trading license is the
provincial Department of Industry and Trade (DOIT), where the FIEs head office is located; and for issuance of the trading license in relation to e-commerce service, the DOIT must seek approval from the MOIT. The initial term of a
trading license is generally five years unless another term is applicable pursuant to treaty. Accordingly, our GrabFood, GrabMart and GrabKitchen are subject to Decree 09.
Decree 09 also provides an exemption from the requirement to obtain a trading license for FIEs which have obtained an enterprise registration
certificate, an investment registration certificate or equivalent documents prior to the effective date of Decree 09 for their trading rights in accordance with Vietnamese law. Those FIEs can continue carrying out their trading activities as
previously approved but certain changes including, among others, scope of trading operations, shareholding or legal representative could require the company to apply for a trading license. Due to changes in enterprise information, which requires
obtaining a trading license, we are in the process of obtaining one under Decree 09 for both retail business and e-commerce service. Failure to obtain the trading license shall be subject to fines of up to VND30 million and is subject to a
remedial measure which requires return of all the profits earned from the activities without proper license.
Food Processing (including Food Packaging
Service) and Trading (i.e., food wholesale and retail)
Processing of food is mainly regulated by Law on Food Safety, Decree
15/2018/ND-CP and its guiding local documents, among others, Circular 38 and Circular 43. Food processing is required to obtain the Certificate of Eligibility of Food Hygiene and Safety Requirement (the Food Safety Certificate) issued by
(i) the Ministry of Agriculture and Rural Development (MARD) or its subordinate agency (i.e., Department of Agriculture and Rural Development (DARD)) or (ii) MOIT or its subordinate agency DOIT, or Ho Chi Minh
Citys Peoples Committee and its designated agency Food Safety Management Authority of Ho Chi Minh City, depending on the kind of food products and trade as well as scale of production. The term of Food Safety Certificate is three
(3) years and any renewal must be conducted at least six (6) months prior to the expiry date. A company engaging in producing and trading food may be exempted from obtaining Food Safety Certificate if such company has already obtained one
of the following certificates: GMP, HACCP, ISO 22000, IFS, BRC, FESS 22000 or an equivalent certificate. We have obtained a Food Safety Certificate that is valid until April 7, 2025.
Failure to obtain the Food Safety Certificate shall be subject to administrative fines of up to VND40 million for each location involved
in producing and/or selling foods and a remedial measure which requires return of all the profits earned from activities without proper license. In addition, food produced by the unlicensed establishment will be recalled and the company is compelled
to change the use purpose, recycle or dispose of the recalled foods.
In terms of food wholesale and retail, the company is required to
obtain a trading license as mentioned above.
Real Estate Business and Warehousing
In Vietnam, GrabKitchen has to comply with certain real estate laws and GrabExpress has to comply with certain warehousing laws in connection
with the fulfillment services it provides. A foreign-invested enterprise (FIE) engaging in real estate business and warehousing can be 100% foreign- owned. However, it may only conduct certain of restricted activities as
provided in Law on Real Estate Business, including (i) to lease houses and buildings for the purpose of sub-leasing them out; (ii) in the case of land leased from the State, to invest in the construction of residential houses for the
purpose of leasing them out; (iii) to invest in the construction of houses and buildings other than residential houses for the purpose of sale, leasing-out or grant of hire purchase; (iv) to receive transfer of a part of or the entire real
estate projects from other investors in order to construct houses and buildings for the purpose of sale, leasing-out or grant of hire purchase; and (v) to invest in construction of residential houses on land allocated by the State for the
purpose of sale, leasing-out or grant of hire purchase.
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Therefore, an FIE is not allowed to acquire a building or construction work for re-sale or
lease. Failure to conduct real estate business within foregoing permitted scope, the FIE is subject to (i) a fine of up to VND600 million (approximately $26,000), (ii) suspension of real estate business operations from 3 to 6 months,
and (iii) being ordered to conduct real estate business within the permitted scope.
Financial Segment (including e-payment service, debt
trading and insurance business)
Intermediary payment services are mainly regulated by Law on Prevention of Money Laundering
No. 07/2012/QH13, Decree 101 and its guiding local documents (including Circular No. 39/2014/TT-NHNN as amended by Circular No. 20/2016/TT-NHNN, Circular No. 30/2016/TT-NHNN, and Circular No. 23/2019/TT-NHNN; and Document
No. 8104/NHNN dated October 9, 2017). Under Decree 101, intermediary payment services include, among others, e-wallet and e-payment gateway services. Non-financial companies that wish to provide intermediary payment services are required
to satisfy certain requirements, among others, having a minimum charter capital of VND 50 billion and qualification and experience requirements for the service providers managers, and then must obtain a license for intermediary payment
services from the SBV (IPS License), which has a 10-year term. Changes in scope must be approved by the SBV prior to its effectiveness. Non-compliance with the above could potentially result in penalties including loss of, or restriction
on, the license, compulsory return of illegitimate profits earned, and/or administration fines not exceeding VND500 million for each instance of non-compliance, imposed by the State Bank of Vietnam.
A company engaging in insurance agency service (and its staffs directly involved in insurance agency activity) is required to satisfy certain
requirements including, among others, execution of the insurance agency agreement with the insurer; and the staff being Vietnamese citizen, residing in Vietnam from 18 years of age or above and holding an insurance agency certificate issued by an
institution licensed by the Ministry of Finance. Non-compliance with the above could potentially result in penalties including loss of or restriction on the license, compulsory return of illegitimate profits earned, and/or administrative monetary
penalties imposed by the Ministry of Finance against the company and/or its officers not exceeding VND140 million for each instance of non-compliance.
Vietnamese Competition Law
Competition Law No. 23/2018/QH14 (Competition Law) is envisaged to be primarily administered under the jurisdiction of the
MOIT and the National Competition Commission (NCC), which is yet to be established. Presently, the Competition Law is administered by the Vietnam Competition and Consumer Protection Agency (VCCA) until the NCC is established.
In addition to anti-competitive conduct and abuse of dominance, the NCC will oversee merger control in Vietnam, i.e. any transaction considered to be an economic concentration that reaches certain reportable thresholds based on the size of
transaction, total assets in Vietnam, total sales (or total purchase volume) in Vietnam, and market share, requires a notification of economic concentration and regulatory consent prior to signing of the transactional documents. For economic
concentration implemented outside of Vietnamese territory, the thresholds taken into account are total assets in Vietnam, total sales or purchases generated in Vietnam and market share in Vietnam. The Competition Law provides a two-phase appraisal
process of a merger filing: (A) preliminary appraisal and (B) official appraisal. The preliminary appraisal phase may take up to 30 days from the filing date but may be prolonged. A transaction that does not qualify for any of the safe
harbors in the preliminary appraisal will undergo the official appraisal phase which takes up to 90 150 days, which may be extended at the regulators discretion. After the official appraisal phase, Vietnamese authorities may decide to
conditionally allow, allow or prohibit the transaction.
Non-compliance with the notification to VCCA before carrying out the execution of
merger agreement under the transaction that is determined as an economic concentration may result in a fine from 1% to 5% of the total revenue in the relevant market(s) in the preceding financial year of each violating enterprise that involved in
the transaction. Similarly, the violations on anti-competitive agreements or abuse of dominance shall be subject to a fine amounting to 1% to 10% of the total revenue in the relevant(s) market in the preceding financial year. Based on the severity
of the violations, the enterprises may also be subject to criminal liabilities, which include a monetary fine from VND1 billion to VND5 billion or the involved business may be suspended for 6 months to 2 years; they might also be banned
from operating in certain fields or raising capital for 1 to 3 years. Additionally, the person who commits the violations will also be subject to imprisonment up to 5 years.
Marketing Survey
Currently, under
WTO Commitments and Vietnamese law, marketing survey is not subject to foreign ownership limitation and requirements to conduct this business line provided that marketing survey service does not cover the public opinion polling (CPC 86402), which
has not yet been market approach.
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Regulation of Computer Service and Information and Data Process
Currently, under WTO Commitments and Vietnamese law, there is no foreign ownership limitation and requirements to obtain sub-licenses and
permits to conduct (i) computer service and (ii) information and data process except for protection of consumers rights and data privacy regulation as mentioned in the below sections.
Vietnamese Law on Protection of Consumers Rights, Data Privacy and Cybersecurity Regulation
Law on Protection of Consumers Rights No. 59/2010/QH12 (as amended in 2018) (the Law on Protection of Consumers
Rights) provides regulations on the rights and obligations of consumers, the responsibilities of organizations or individuals trading goods and/or services to consumers, the responsibility of social organizations in protecting the interests of
consumers, resolving disputes between consumers and organizations or individuals trading goods and/or services, and the responsibility of the State on the protection of consumers interests. Under the Law on Protection of Consumers
Rights, certain terms in contracts with consumers are voidable, such as waivers of liability for traders provided by law, restrictions on consumer complaints and lawsuits and authorizations for traders to unilaterally amend contractual terms with
customers.
Vietnam does not have a comprehensive data protection law. Instead, data protection provisions are prescribed across various
legislation, which includes the Civil Code, the Law on Protection of Consumers Rights, the Law on Information Technology, and the Law on E-commerce, among others, which are all issued by the National Assembly of Vietnam. A data subjects
right to privacy is protected by laws. Any collection, publication, processing, transfer to a third party, or any other use of a data subjects personal information requires the consent of such data subject. Non-compliance with the above
regulations in terms of consumer information protection, including failure to obtain consumers consent, or failure to correct or to provide methods to consumers for them to update or correct the information which is detected inaccurate, may
lead to a fine up to VND80 million under Decree No. 98/2020/ND-CP and its amendments.
Recently, the Vietnam government issued
Decree No. 53/2022/ND-CP (effective from October 1, 2022) relating to cybersecurity, which provides guidelines on, among other things, data storage and localization. All Vietnam-registered technology and internet companies will be required
to comply with local data storage requirements, which would apply to personal information and data generated by users of these companies services in Vietnam.
Regulations on Anti-money Laundering and Prevention of Terrorism Financing
Vietnams Law on the Prevention of Money Laundering contains anti-money laundering and prevention of terrorism financing regulations and
applies to all financial institutions and certain non-financial institutions engaged in specific business activities, which include payment services. The Department of Anti-Money Laundering established under the SBV monitors and regulates
Vietnams anti-money laundering regime. Entities subject to the anti-money laundering regime must report certain transactions to the Department of Anti-Money Laundering, including high-value transactions, suspicious transactions, and
transactions involving companies or individuals in the countries and territories on the black list published by the Ministry of Public Security. Moreover, apart from the know-your-client procedures required by Vietnamese law, entities
subject to the anti-money laundering regime must perform an enhanced due diligence investigation on high-risk parties, which include foreign individuals on the list of politically influenced persons published by the SBV, or individuals
or entities conducting transactions using new technologies (i.e. technology enabling such individuals or entities to conduct transactions without meeting in person with a member or staff of the bank). Non-compliance with the law on the prevention of
money laundering may subject the company to fines of up to VND1 billion, and to remedial measures of suspension or dismissal from management, executive, or controlling positions.
119
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The following discussion and analysis of our financial condition and results of operations should be read
in conjunction with Selected Historical Consolidated Financial Information and our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. In addition to historical
consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. Our actual results could differ materially from those discussed in
the forward-looking statements as a result of many factors, including those factors set forth in the sections titled Risk Factors and Forward-Looking Statements, which you should review for a discussion of some of the factors
that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this prospectus.
Southeast Asias Leading Superapp
We are Southeast Asias leading superapp, operating primarily across the deliveries, mobility and digital financial services sectors in
over 480 cities across eight countries in the regionCambodia, Indonesia, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam. We enable millions of people each day to access driver- and merchant-partners to order food or
groceries, send packages, hail a ride or taxi, pay for online purchases or access services such as lending, insurance, wealth management and telemedicine. Our platform enables important high frequency hyperlocal consumer servicesall through a
single everyday everything app. Based on Euromonitors independent analysis, Grab continued to be the category leader in 2021 by GMV in online food delivery and ride-hailing, and by TPV in the e-wallet segment of financial services
in Southeast Asia, despite increased competition. Notably, Euromonitor found that Grab continues to be the leading ride-hailing and food delivery platform in Indonesia in 2021.
Recent Developments
COVID-19 Update
The ongoing COVID-19 pandemic has globally resulted in loss of life, business closures, restrictions on travel, and widespread cancellation of
social gatherings. Governments in the markets in which we operate continue to implement measures or encourage actions to curb the spread of COVID-19 as cases spike, including stay-at-home and movement control orders, work-from-home arrangements and
social distancing measures. The COVID-19 pandemic has had a material adverse impact on certain parts of our business in 2020 and 2021 and continued to impact our results in the first half of 2022.
During 2021, the COVID-19 pandemic had different impacts on our business segments. For our deliveries segment, the COVID-19 pandemic drove its
GMV and revenue growth as consumer adoption of deliveries offerings increased in light of the stay-at-home and movement control orders, work-from-home arrangements and social distancing measures imposed as a result of the pandemic. On the other
hand, the COVID-19 pandemic negatively affected our mobility segment as a result of a decrease in rides booked through our platform. Our financial services segment experienced significant year-on-year pre-Interco TPV growth and revenue growth driven
by strong performance in deliveries transactions, although this growth was partially offset by the drop in demand for mobility offerings. Our lending business was also impacted by COVID-19, driven by closures of businesses, a decline in general
consumer spending, and compulsory repayment holidays implemented by governments in certain of our markets.
In the first half of 2022, we
continued to experience the impact of the COVID-19 pandemic on our business segments. For our mobility segment, the easing of movement control orders and cross-border and domestic travel restrictions drove its GMV and revenue growth as consumers
started to resume their daily commute and traveling. Our deliveries segment experienced a softening of food delivery demand with the resumption of dine-in by consumers. Our financial services segment continued to experience significant year-on-year
pre-Interco TPV growth and revenue growth, primarily driven by strong performance in deliveries and mobility transactions.
We will
continue to strive to mitigate the impact of COVID-19 on our overall business by adapting to changes in consumer demand and preferences. For example, as demand in our mobility segment decreased, we were able to utilize driver-partners providing
mobility services to provide deliveries for our deliveries segment. In addition, stay-at-home or movement control orders and other COVID-19 measures may lead to a decrease in the number of active driver-partners, as it did in March and April 2020,
with some recovery starting in May 2020. We also saw a decrease in the number of driver-partners in the third quarter of 2021 due to similar COVID-19 measures in response to a new wave of COVID-19, and we preemptively invested in driver incentives
to grow the supply of active drivers on our platform in the fourth quarter of 2021.
Significant uncertainty remains over the severity and
duration of the COVID-19 pandemic, and as the pandemic continues, we may need to continue to adapt to changing circumstances. There can be no assurance that we will be successful in doing so, including by maintaining and optimizing utilization of
the driver-partner base. See Risk Factors for more information.
120
Completion of Business Combination
On December 1, 2021, we completed the Business Combination and the PIPE Financing. On December 2, 2021, our Class A Ordinary
Shares and Warrants commenced trading on the NASDAQ, under the symbols GRAB and GRABW, respectively.
Financial and Operational
Highlights
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|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
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|
2019-2020 % Change |
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2022 |
|
|
2021 |
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2021 |
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2020 |
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2019 |
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Financial Measures: |
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|
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|
|
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|
|
|
|
|
|
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Revenue |
|
|
549 |
|
|
|
396 |
|
|
|
39 |
% |
|
|
675 |
|
|
|
469 |
|
|
|
(845 |
) |
|
|
44 |
% |
|
|
NM |
|
Loss for the period |
|
|
(1,007 |
) |
|
|
(1,467 |
) |
|
|
31 |
% |
|
|
(3,555 |
) |
|
|
(2,745 |
) |
|
|
(3,988 |
) |
|
|
(30 |
)% |
|
|
31 |
% |
Total Segment Adjusted EBITDA
(Non-IFRS)(1) |
|
|
(94 |
) |
|
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21 |
|
|
|
NM |
|
|
|
(125 |
) |
|
|
(226 |
) |
|
|
(1,554 |
) |
|
|
45 |
% |
|
|
85 |
% |
Adjusted EBITDA (Non-IFRS)(1) |
|
|
(520 |
) |
|
|
(325 |
) |
|
|
(60 |
)% |
|
|
(842 |
) |
|
|
(780 |
) |
|
|
(2,237 |
) |
|
|
(8 |
)% |
|
|
65 |
% |
Operating Metrics: |
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GMV(2) |
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|
9,860 |
|
|
|
7,522 |
|
|
|
31 |
% |
|
|
16,061 |
|
|
|
12,492 |
|
|
|
12,251 |
|
|
|
29 |
% |
|
|
2 |
% |
MTUs(3) (millions of users) |
|
|
31.8 |
|
|
|
28.6 |
|
|
|
11 |
% |
|
|
24.1 |
|
|
|
24.5 |
|
|
|
29.2 |
|
|
|
(2 |
)% |
|
|
(16 |
)% |
GMV per MTU ($) |
|
|
310 |
|
|
|
263 |
|
|
|
18 |
% |
|
|
666 |
|
|
|
509 |
|
|
|
419 |
|
|
|
31 |
% |
|
|
21 |
% |
Partner incentives(4) |
|
|
428 |
|
|
|
311 |
|
|
|
38 |
% |
|
|
717 |
|
|
|
621 |
|
|
|
1,234 |
|
|
|
15 |
% |
|
|
(50 |
)% |
Consumer incentives(5) |
|
|
655 |
|
|
|
429 |
|
|
|
53 |
% |
|
|
1,065 |
|
|
|
616 |
|
|
|
1,117 |
|
|
|
73 |
% |
|
|
(45 |
)% |
Partner and consumer incentives |
|
|
1,083 |
|
|
|
740 |
|
|
|
46 |
% |
|
|
1,782 |
|
|
|
1,237 |
|
|
|
2,351 |
|
|
|
44 |
% |
|
|
(47 |
)% |
Notes:
(1) |
For a reconciliation to the most directly comparable IFRS measure see the section titled
Reconciliation of Non-IFRS Financial Measures. |
(2) |
GMV means gross merchandise value, an operating metric representing the sum of the total dollar value of
transactions from our services, including any applicable taxes, tips, tolls and fees, over the period of measurement. |
(3) |
MTUs means monthly transacting users, which is defined as the monthly number of unique consumers who have
successfully paid for an offering on our platform within a given month, across any of our segments. MTUs over a quarterly or annual period are calculated based on the average of the MTUs for each month in the relevant period. MTUs for the six months
ended June 30, 2022 and 2021 are inclusive of OVO MTUs. Excluding OVO MTUs, our MTUs for the six months ended June 30, 2022 and 2021 would be 28.7 million and 24.3 million, respectively, and GMV per MTU would be $344 and $310,
respectively. |
(4) |
Partner incentives represent the dollar value of incentives granted to driver- and merchant-partners, the
effect of which is to reduce revenue. The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount
of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver-
and merchant-partners. Base incentives amounted to $92 million and $78 million for the six months ended June 30, 2022 and 2021, respectively, and $155 million, $178 million and $519 million for the year ended December 31,
2021, 2020 and 2019, respectively. |
(5) |
Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of
which is to reduce revenue. |
Key Factors Affecting Our Performance
Our ability to grow and engage platform consumers
The number of platform consumers, which we measure by MTUs, is a key driver of the activity on our platform and the scale of our business. More
consumers accessing offerings on our platform not only drives increased revenue, but contributes to powerful synergies that accelerate with scale. We expect platform consumers to grow as the value offered to them on our platform increases through
product innovation, improved user experience, and more offerings. Building on our brand and category leadership across online food delivery, mobility and e-wallet payments, we expect platform consumers to grow organically. We also intend to continue
to use promotions to attract consumers to our platform base and to engage MTUs.
121
We believe platform consumers will increase their usage and spend on services offered
through our platform as they discover additional features and offerings, and as they choose to incorporate them more deeply into their daily lives. In addition, we expect usage and spend to increase as we grow our platform, benefiting our driver-
and merchant-partners. This is demonstrated by the increase in the average number of offerings used per MTU and GMV per MTU.
Our ability to grow
driver- and merchant-partners and scope of our offerings
Our growing base of merchant-partners provides opportunities to drive
revenue growth, and our expanding base of driver-partners allows us to benefit from significant cost synergies and economies of scale as we deploy resources more efficiently. Our ability to maintain and grow our merchant-partner base depends in part
on our ability to continue to solve mission-critical challenges for our merchant-partners. We therefore continue to invest in our merchant-centric initiatives to enable more small businesses to thrive on our platform. We also plan to continue
investing in strengthening our sales force. We have also invested substantially in our technology platform to provide our merchant-partners with the tools they need to thrive in the digital economy.
Additionally, maintaining and continuing to grow our base of driver-partners is critical to delivering a quality experience on our platform.
The more driver-partners that we have on our platform, the more deliveries and rides our driver-partners are able to provide, while maintaining high quality service and low wait times. Our driver-partner loyalty program provides our most engaged
driver-partners with a variety of benefits, and we have encouraged our driver-partners to participate in training programs. Finally, we actively listen to our driver-partners concerns and feedback. Driver-partners representative
committees gather and provide insights on how Grab can further enhance their experience.
We have also created the GrabForGood Fund that
supports programs that help to uplift our driver- and merchant-partners lives, as well as the broader Southeast Asia community. This includes plans to provide free COVID-19 vaccinations for Grab partners who are not covered by a national
vaccination program, and initiatives such as subsidized insurance and financial and digital literacy programs that provide the foundations for social and economic mobility.
We believe that increasing the depth and breadth of our offerings will attract more consumers to our platform and in turn more driver- and
merchant-partners to our platform. We intend to enhance our value proposition to driver- and merchant-partners by continuing to evolve the scope of our offerings, increasing the size and engagement of the consumer base to drive greater demand,
developing innovative marketing services, and improving the analytics tools available to our partners.
Our ability to realize operating leverage on
our platform
Since our founding, we have established numerous touch points with consumers, which allows us to facilitate a broad
range of additional services through our platform. We believe we can leverage our platform and ecosystem to roll out new offerings faster than any of our peers. For example, we expanded our food deliveries business across four markets in just three
months because of our experience and expertise from building our mobility business in these markets. Similarly, the gross written premiums of our online insurance business more than tripled within three months from its launch in Singapore in April
2019 due to significant demand from our extensive driver-partner base and our distribution platform. Increasing the depth and breadth of offerings on our platform drives the attractiveness of our platform for merchant-partners and consumers.
We foster an ecosystem in which participants engage with each other through our platform. Consumers purchase goods and services from driver-
and merchant-partners, and driver- and merchant-partners interact with each other to fulfill delivery orders. Driver- and merchant-partners also purchase financial services directly through our platform and transact across verticals. We believe that
this is a unique aspect of our platform, which underpins the strength of our competitive advantage.
During the initial stages of growth,
we offered significant incentives and promotions to attract platform consumers as well as incentives to attract driver- and merchant-partners, and conducted advertising activities to enhance our brand awareness. We also invested in research and
development and other operating expenses to support the growth of our platform.
Our ability to invest effectively in technology and research and
development
We have made, and will continue to make, significant investments in research and development and technology to improve
our platform to attract and retain driver- and merchant-partners, and consumers, expand the capabilities and scope of our offerings, and enhance the consumer experience.
Our engineers and data scientists are critical to the success of our business and we will continue to invest in the best talent in these
areas. In addition, we have dedicated and will continue to dedicate significant resources to research and development efforts, focusing on developing innovative applications and offerings aimed at fulfilling the everyday needs of consumers by
enabling merchant-partners to improve their service quality and operational efficiency, as well as advancing our big data and AI capabilities.
122
Our ability to enter into strategic partnerships, investments, and acquisitions
Since our founding, we have made a number of critical strategic investments and acquisitions and entered into partnerships to enhance our
platform and attract consumers. The most strategic of these was our acquisition of Ubers Southeast Asia operations in 2018. In 2021, we also entered into a strategic partnership with PT Elang Mahkota Teknologi, an Indonesia group with a
portfolio of media, all-commerce and content production businesses. In January 2022, we completed the acquisition of a majority economic interest in Jaya Grocer in Malaysia, which we believe will complement our business.
We expect to continue to make strategic investments in, and acquisitions of, other businesses that we believe will expand or enhance the
offerings on our platform and attract more merchants and consumers to our platform. We have already acquired an extensive suite of financial services licenses, including payments licenses in six core regional markets, and are in the process of
building Singapores next-generation digital bank through a consortium with our partner Singtel.
Our ability to continue to reduce driver- and
merchant-partner and consumer incentives
We offer various incentives to our driver- and merchant-partners that are deducted from
the fees received from driver- or merchant-partners (typically being a percentage of the fare paid by the consumer to the driver- or merchant-partner). We also offer consumer incentives that reduce the amount payable by a consumer to driver- or
merchant-partners. In addition, incentives for consumers offered and paid for by our merchant-partners drives demand on our platform and to the extent that these are effective in doing so we may be able to reduce the portion of overall incentives
paid by us. Conversely, to the extent that merchant-partners are less willing to provide such incentives, we may need to increase our incentives to keep our platform attractive. The incentives that we offer to driver- and merchant-partners and
consumers for a transaction may sometimes exceed our fees and commissions from a particular transaction, and may in aggregate sometimes exceed our aggregate fees and commissions in a particular reporting period.
Our revenues are reported net of partner and consumer incentives, so if incentives exceed our commissions and fees received, it can result in
us reporting negative revenue. For the six months ended June 30, 2022 and 2021, we provided incentives of $1.1 billion and $0.7 billion, respectively (comprised of partner incentives of $0.4 billion and $0.3 billion, respectively, and consumer
incentives of $0.7 billion and $0.4 billion, respectively), resulting in reductions to our revenues of the same amounts. For the years ended December 31, 2021, 2020 and 2019, we provided incentives of $1.8 billion, $1.2 billion and
$2.4 billion, respectively (comprised of partner incentives of $0.7 billion, $0.6 billion, and $1.2 billion, respectively, and consumer incentives of $1.1 billion, $0.6 billion and $1.1 billion, respectively),
resulting in reductions to our revenues of the same amounts, which in the case of the year ended December 31, 2019 resulted in us reporting negative revenues of $(0.8) billion. Notwithstanding our use of significant incentive payments to
encourage use of our platform, our monthly transacting users nevertheless declined to approximately 24.1 million in the year ended December 31, 2021, from approximately 24.5 million and 29.2 million for the year ended
December 31, 2020 and 2019, respectively. The decline in monthly transacting users during the years ended December 31, 2021 and 2020 was primarily driven by a decrease in users of our mobility services as a result of various degrees of
COVID-19 related travel restrictions imposed across Southeast Asia. However, our monthly transacting users grew to 28.7 million for the six months ended June 30, 2022 from 24.3 million for the six months ended June 30, 2021,
primarily driven by the recovery in mobility demand. The number of our monthly transacting users including OVOs monthly transacting users was 31.8 million for the six months ended June 30, 2022.
The incentives that we provided to our partners and consumers represented a higher proportion of our GMV during the initial stages of growth
of our business. For example in 2019, incentives accounted for $2.1 billion (24% of GMV) across mobility and deliveries segments whereas in 2020, this number dropped to $1.2 billion (13% of GMV). This is due to both reduced incentive spend
over time as well as growth in GMV in the respective segments. In 2021 and for the six months ended June 30, 2022, incentives accounted for $1.6 billion (14% of GMV) and $1.0 billion (14% of GMV), respectively, across mobility and
deliveries segments to meet higher demand, defend against competition and mitigate a reduced supply of driver-partners due to the COVID-19 pandemic. As our platform grows, we have been able to take advantage of the synergies of our platform and more
effectively use incentives to encourage the use of our platform and acquire driver- and merchant- partners on to our platform over time, leading to an increase in revenue as a percentage of GMV in 2020, 2021 and for the six months ended
June 30, 2022. However, from time to time we may also increase incentives due to competitive factors in a particular country or area.
We expect that our ability to successfully reduce the amount of incentives paid to driver- and merchant-partners and consumers over time
relative to the commissions and fees we receive will likely impact our ability to increase revenues, raise capital, reduce net losses and achieve profitability and reduce net cash outflows. In addition, future decreases in the use of incentives
could also result in decreased growth in the number of users and driver- and merchant-partners or an overall decrease in users and driver- and merchant-partners, which could negatively impact our financial condition and results of operations.
123
The impact of government policies and regulations in the markets in which we operate
We operate across the deliveries, mobility and financial services segments in the Southeast Asia region. Each of our businesses is subject to
government regulation in each jurisdiction in which we operate. Regulations have impacted or could impact, among others, the nature of and scope of offerings we are able to make available through our platform, the pricing of offerings on our
platform, our relationship with, and incentives, fees and commissions provided to or charged from, driver- and merchant-partners, incentives provided to consumers, our ability to operate in certain segments of our business, our ownership percentage
in operating entities that may be subject to foreign ownership restrictions and insurance we are required to maintain. We expect that our ability to manage our relationships with regulators in each of our markets, as well as existing and evolving
regulations will continue to impact our results in the future.
Components of Results of Operations
Revenue
We primarily generate
revenue from commissions and fees for our deliveries, mobility and financial services offerings. Revenue is presented net of driver-partner, merchant-partner and consumer incentives, which could result in negative revenue where these amounts exceed
our commissions and fees. We primarily act as an agent in connecting our driver- and merchant-partners to consumers. For further details on our revenue recognition, see Significant Accounting PoliciesRevenue.
Business Segments
|
|
|
Deliveries. We generate revenue from commissions and other fees from driver- and merchant-partners and
consumers for connecting driver- and merchant-partners with consumers to facilitate delivery of a variety of daily necessities, including ready-to-eat meals and groceries, as well as point-to-point parcel delivery. Our revenue from the deliveries
segment is recognized on the completion of a successful transportation or delivery service by driver- and merchant-partners. |
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|
|
Mobility. We primarily generate revenue from commissions paid by driver-partners and platform fees from
consumers for the use of our platform. Our revenue from the mobility segment is recognized net of driver-partner and consumer incentives and we recognize revenue upon the completion of each ride. We also generate other revenue through rental fees
from our GrabRentals offering. |
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|
|
Financial Services. We primarily generate revenue from transaction and commission fees. For payment
services, we generate revenue from transaction fees from merchant-partners and transaction platforms based on a percentage of transaction volumes. We also generate revenue from non-payments related financial services, namely lending, insurance,
wealth management, and other financial services. For lending and receivables factoring, we generate revenue primarily based on the interest income we receive from the loans we extend and from the factoring fee or discount when we purchase the
receivables. For other financial services, we generate revenue through commissions received from the provision of the service. |
|
|
|
Enterprise and New Initiatives. Our enterprise revenues primarily consist of advertising revenue earned
from our GrabAds offering. We generate other revenue from lifestyle and other offerings, through the commissions that we receive when such services are sold through our platform. |
Cost of Revenue
Cost of revenue
comprises expenses directly or indirectly attributable to our deliveries, mobility, financial services and enterprise and new initiatives offerings and primarily consists of data management and platform related technology costs including
amortization of technology and market activity related intangible assets, compensation costs (including share-based compensation) for operations and support personnel, payment processing fees, costs incurred in relation to our motor vehicle fleet
used for rental services (including depreciation and impairment) and an allocation of associated corporate costs such as depreciation of right-of-use assets.
We expect that operation costs will increase on an absolute dollar basis in tandem with the growth of our businesses for the foreseeable
future as we continue to invest and broaden our offerings and scale our operations. To the extent we are successful in becoming more efficient in supporting platform users and partners over time, we expect cost of revenue as a percentage of revenue
to decrease.
Other Income
Other income includes income earned from government grants and other miscellaneous income.
124
Sales and Marketing Expenses
Sales and marketing expenses primarily consist of advertising costs, compensation costs (including share-based compensation) to sales and
marketing employees and allocation of associated corporate costs. These costs are recognized as incurred. We plan to continue to invest in sales and marketing expenses to attract and retain platform users and increase our brand awareness. We expect
that, in the long-term, our sales and marketing expenses will decrease as a percentage of revenue.
General and Administrative Expenses
General and administrative expenses primarily consist of compensation costs (including share-based compensation) for executive management and
administrative personnel (including finance and accounting, human resources, policy and communications, legal, facility and general administration employees), occupancy and facility costs, administrative fees, professional service fees, depreciation
on certain administration assets, legal costs and allocation of associated corporate costs.
We expect that general and administrative
expenses as a percentage of revenue will decrease in the longer term as our business achieves scale. However, in the short-term, we expect to incur additional expenses as a result of operating as a public company, including expenses to comply with
the rules and regulations applicable to companies listed on a national securities exchange, expenses related to compliance and reporting obligations pursuant to the rules and regulations of the Securities and Exchange Commission, as well as higher
expenses for general and director and officer insurance, investor relations, and professional services.
Research and Development Expenses
Research and development expenses primarily consist of compensation cost (including share-based compensation) to engineering,
design and product development employees and allocation of associated corporate costs.
Net Impairment Loss on Financial Assets
Net impairment loss on financial assets relate to impairment loss in respect of trade receivables and loans and advances to driver- and
merchant-partners.
Other Expenses
Other expenses mainly include donations and goodwill impairment.
Net Finance Costs
Net finance
costs primarily consist of interest expense on our outstanding debt instruments, partially offset by interest earned on debt investments and cash and cash equivalents, coupled with the fair value gain or loss on the debt instruments. Net finance
costs also include accrued interest on redeemable convertible preference shares, which converted into Class A Ordinary Shares upon the consummation of the Business Combination. Additionally, net finance costs include the foreign currency gain
or loss on financial assets and financial liabilities, and share listing and associated expenses in conjunction with the 2021 public listing.
Share
of Loss of Equity-Accounted Investees (Net of Tax)
Share of loss of equity-accounted investees (net of tax) relates to our share
of the results of investments in associates and joint ventures.
Income Tax (Expense)/Credit
We are subject to income taxes in the jurisdictions in which we do business. These foreign jurisdictions have different statutory tax rates.
Accordingly, our effective tax rate will vary depending on the relative proportion of income derived in each jurisdiction, use of tax credits, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.
125
Results of Operations
The following table summarizes our consolidated statements of profit or loss for each of the periods presented:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
Year Ended December 31, |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Revenue |
|
|
549 |
|
|
|
396 |
|
|
|
675 |
|
|
|
469 |
|
|
|
(845 |
) |
Cost of revenue |
|
|
(647 |
) |
|
|
(507 |
) |
|
|
(1,070 |
) |
|
|
(963 |
) |
|
|
(1,320 |
) |
Other income |
|
|
6 |
|
|
|
16 |
|
|
|
12 |
|
|
|
33 |
|
|
|
14 |
|
Sales and marketing expenses |
|
|
(142 |
) |
|
|
(105 |
) |
|
|
(241 |
) |
|
|
(151 |
) |
|
|
(238 |
) |
General and administrative expense |
|
|
(331 |
) |
|
|
(243 |
) |
|
|
(545 |
) |
|
|
(326 |
) |
|
|
(304 |
) |
Research and development expenses |
|
|
(240 |
) |
|
|
(167 |
) |
|
|
(356 |
) |
|
|
(257 |
) |
|
|
(231 |
) |
Net impairment loss on financial assets |
|
|
(22 |
) |
|
|
(10 |
) |
|
|
(19 |
) |
|
|
(63 |
) |
|
|
(56 |
) |
Other expenses |
|
|
(1 |
) |
|
|
* |
|
|
|
(11 |
) |
|
|
(40 |
) |
|
|
(30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(828 |
) |
|
|
(620 |
) |
|
|
(1,555 |
) |
|
|
(1,298 |
) |
|
|
(3,010 |
) |
Net finance costs |
|
|
(173 |
) |
|
|
(840 |
) |
|
|
(1,989 |
) |
|
|
(1,437 |
) |
|
|
(971 |
) |
Share of loss of equity-accounted investees (net of tax) |
|
|
(3 |
) |
|
|
(4 |
) |
|
|
(8 |
) |
|
|
(8 |
) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax |
|
|
(1,004 |
) |
|
|
(1,464 |
) |
|
|
(3,552 |
) |
|
|
(2,743 |
) |
|
|
(3,981 |
) |
Income tax expense |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
(2 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
(1,007 |
) |
|
|
(1,467 |
) |
|
|
(3,555 |
) |
|
|
(2,745 |
) |
|
|
(3,988 |
) |
Note:
* |
Amounts less than $1 million |
Comparison of the Six Months Ended June 30, 2022 and 2021
Revenue by segment
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
Revenue |
|
|
549 |
|
|
|
396 |
|
Deliveries |
|
|
224 |
|
|
|
98 |
|
Mobility |
|
|
273 |
|
|
|
263 |
|
Financial Services |
|
|
24 |
|
|
|
14 |
|
Enterprise and New Initiatives |
|
|
28 |
|
|
|
21 |
|
Our revenue increased by $154 million, to $549 million in the six months ended June 30, 2022
from $396 million in the six months ended June 30, 2021.
Revenue is presented net of base incentives, excess incentives and
consumer incentives. Base incentives were $92 million and $78 million in the six months ended June 30, 2022 and 2021, respectively. Excess incentives were $991 million and $662 million in the six months ended June 30, 2022
and 2021, respectively, and consumer incentives were $655 million and $429 million in the six months ended June 30, 2022 and 2021, respectively.
Deliveries revenue was $224 million in the six months ended June 30, 2022 compared to revenue of $98 million in the six months
ended June 30, 2021. The increase was driven by an increase in deliveries GMV of 33%, or $1.3 billion, to $5.0 billion in the six months ended June 30, 2022 compared to $3.8 billion in the six months ended June 30, 2021,
driven primarily by contributions following our acquisition of Jaya Grocer in January 2022 and growth in food and groceries deliveries. Deliveries revenue as a percentage of deliveries GMV improved primarily as a result of the acquisition of Jaya
Grocer, increased network efficiency in our driver-partner base, and improvements to our overall value proposition in terms of merchant selection, delivery performance and application experience on our superapp platform. Our partner incentives were
$328 million and $262 million in the six months ended June 30, 2022 and 2021, respectively. Our consumer incentives were $471 million and $323 million in the six months ended June 30, 2022 and 2021, respectively.
126
Mobility revenue increased by $11 million, to $273 million in the six months ended
June 30, 2022 compared to $263 million in the six months ended June 30, 2021, which was primarily due to an increase in rental income from motor vehicles and an increase in mobility GMV. The increase in rental income from motor
vehicles was primarily due to increased demand for car rental as mobility demand recovered in the first half of 2022. Our incentives increased by $79 million (comprised of increases of $51 million in partner incentives and increases of
$28 million in consumer incentives) to $162 million (comprised of $99 million in partner incentives and $62 million in consumer incentives) for the six months ended June 30, 2022 compared to $82 million (comprised of
$48 million in partner incentives and $34 million in consumer incentives) for the six months ended June 30, 2021. GMV for mobility increased to $1.8 billion in the six months ended June 30, 2022 compared to $1.5 billion in
the six months ended June 30, 2021, signaling demand recovery following the easing of COVID-19 related travel restrictions across our markets in the first half of 2022. Mobility revenue as a percentage of mobility GMV decreased from 18% in the
six months ended June 30, 2021 to 15% in the six months ended June 30, 2022, as we increased partner and consumer incentives.
Financial services revenue improved to $24 million in the six months ended June 30, 2022, compared to $14 million in the six months
ended June 30, 2021. The increase was primarily driven by growth in our lending business. The TPV of our Buy Now Pay Later product has grown 4 times between June 30, 2021 and June 30, 2022. Overall loans disbursed, that includes Buy
Now Pay Later loans, grew 3 times in the same period.
Enterprise and new initiatives revenue increased by $7 million, or 32%, to
$28 million in the six months ended June 30, 2022 compared to $21 million in the six months ended June 30, 2021. The increase was primarily due to growth of GrabAds with the expansion of product offerings and advertiser base.
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 |
|
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
Cost of revenue |
|
|
647 |
|
|
|
507 |
|
|
|
28 |
% |
Cost of revenue increased by $140 million, or 28%, to $647 million for the six months ended June 30, 2022
from $507 million for the six months ended June 30, 2021, primarily due to higher cost of food, mart and merchandise as a result of our acquisition of a majority economic interest in Jaya Grocer in the first half of 2022 and higher staff
compensation costs associated with an increase in headcount.
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 |
|
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
Other income |
|
|
6 |
|
|
|
16 |
|
|
|
(64 |
)% |
Other income decreased by $10 million or 64% to $6 million for the six months ended June 30, 2022 from
$16 million for the six months ended June 30, 2021. The decrease was primarily due to a decrease in government grant income related to COVID-19 programs and a decrease in gain on disposal of investment.
Sales and marketing expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 |
|
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
Sales and marketing expenses |
|
|
142 |
|
|
|
105 |
|
|
|
35 |
% |
Sales and marketing expenses increased by $37 million, or 35%, to $142 million for the six months ended
June 30, 2022 from $105 million for the six months ended June 30, 2021. The increase was primarily due to the increase in media and direct marketing activities as part of the demand initiative plan. Additionally, there was an increase in
personnel-related compensation such as equity compensation.
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 |
|
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
General and administrative expenses |
|
|
331 |
|
|
|
243 |
|
|
|
36 |
% |
General and administrative expenses increased by $88 million, or 36%, to $331 million for the six months ended
June 30, 2022 from $243 million for the six months ended June 30, 2021. The increase was primarily due to higher staff compensation cost (including share-based compensation) and higher consultancy fees with the expansion of our operations.
127
Research and development expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 |
|
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
Research and development expenses |
|
|
240 |
|
|
|
167 |
|
|
|
44 |
% |
Research and development expenses increased by $73 million, or 44%, to $240 million for the six months ended
June 30, 2022 from $167 million for the six months ended June 30, 2021, primarily due to the increase in personnel-related compensation from rewards, such as equity compensation.
Net impairment loss on financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 |
|
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
Net impairment loss on financial assets |
|
|
22 |
|
|
|
10 |
|
|
|
120 |
% |
Net impairment loss on financial assets increased by $12 million, or 120%, to $22 million for the six months
ended June 30, 2022 from $10 million for the six months ended June 30, 2021, primarily driven by an increase in our loss allowances for expected credit losses in our loan business, in line with higher loan activity year-over-year.
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 |
|
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
Other expenses |
|
|
1 |
|
|
|
* |
|
|
|
NM |
|
Note:
* |
Amounts less than $1 million |
Other expenses remained relatively consistent at $1 million for the six months ended June 30, 2022 and less than $1 million for the six
months ended June 30, 2021.
Net finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 |
|
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
Net finance costs |
|
|
173 |
|
|
|
840 |
|
|
|
(79 |
)% |
Net finance costs decreased by $666 million, or 79%, to $173 million for the six months ended June 30,
2022 from $840 million for the six months ended June 30, 2021. The decrease in net finance costs was primarily due to $817 million lower interest from redeemable convertible preference shares, which were converted to GHL shares in December
2021, partially offset by $179 million of fair value loss on equity investments.
Comparison of the Years Ended December 31, 2021 and 2020
Revenue by segment
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
|
2021 |
|
|
2020 |
|
Revenue |
|
|
675 |
|
|
|
469 |
|
Deliveries |
|
|
148 |
|
|
|
5 |
|
Mobility |
|
|
456 |
|
|
|
438 |
|
Financial Services |
|
|
27 |
|
|
|
(10 |
) |
Enterprise and New Initiatives |
|
|
44 |
|
|
|
36 |
|
128
Revenue by geographical locations
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
|
2021 |
|
|
2020 |
|
Revenue |
|
|
675 |
|
|
|
469 |
|
Singapore |
|
|
283 |
|
|
|
246 |
|
Malaysia |
|
|
108 |
|
|
|
91 |
|
Philippines |
|
|
81 |
|
|
|
51 |
|
Thailand |
|
|
76 |
|
|
|
57 |
|
Rest of Southeast Asia |
|
|
127 |
|
|
|
24 |
|
Our revenue increased by $206 million, to $675 million in 2021 from $469 million in 2020.
Revenue is presented net of base incentives, excess incentives and consumer incentives. Base incentives were $155 million and
$178 million in 2021 and 2020, respectively. Excess incentives were $561 million and $443 million in 2021 and 2020, respectively, and consumer incentives were $1,065 million and $616 million in 2021 and 2020, respectively.
Deliveries revenue was $148 million in 2021 compared to revenue of $5 million in 2020. The increase was driven by an increase
in deliveries GMV of 56%, or $3 billion, to $8.5 billion in 2021 compared to $5.5 billion in 2020, driven primarily by increasing consumer demand and number of merchant-partners using our platform. The increased demand for deliveries
was driven by stay-at-home and movement control orders, work-from-home arrangements and social distancing measures implemented as a result of the COVID-19 pandemic in our markets. We were also able to utilize our driver-partners providing mobility
services to support and meet the increasing demand for delivery services. Deliveries revenue as a percentage of deliveries GMV improved as we gained network efficiency in our driver-partner base, and were able to improve our overall value
proposition in terms of merchant selection, delivery performance and application experience on our superapp platform. Our partner incentives were $602 million and $466 million in 2021 and 2020, respectively. Our consumer incentives were
$800 million and $437 million in 2021 and 2020, respectively.
Mobility revenue increased by $19 million, to
$456 million in 2021 compared to $438 million in 2020, which was primarily due to ride-hailing revenue increasing by $16 million and rental income from motor vehicles increasing by $2 million. The increase in revenue was
primarily due to the reduction of driver-partner incentives and fees and consumer incentives, despite a decrease in ride-hailing demand, which was adversely impacted by the COVID-19 pandemic, as reflected by the decrease in GMV for mobility. Our
incentives decreased by $54 million (comprised of decreases of $37 million in partner incentives and $17 million in consumer incentives) to $196 million (comprised of $114 million in partner incentives and $82 million
in consumer incentives) for the year ended December 31, 2021 compared to $251 million (comprised of $151 million in partner incentives and $100 million in consumer incentives) for the year ended December 31, 2020, which
resulted in a corresponding increase in our mobility revenue, as we reduced incentives in the face of the COVID-19 pandemic. The COVID-19 pandemic and the associated stay-at-home and movement control orders, work-from-home arrangements and social
distancing measures, as well as border closures and travel restrictions, had a negative impact on mobility demand, and accordingly also on mobility GMV. As a result of the effects of the COVID-19 pandemic, GMV for mobility decreased to
$2.8 billion in 2021 compared to $3.2 billion in 2020. The increase in rental income from motor vehicles was due to increased demand from corporate users. Mobility revenue as a percentage of mobility GMV increased from 14% in 2020 to 16%
in 2021, as we continued to reduce partner and consumer incentives and our reliance on such incentives to maintain and grow our driver-partner and consumer base.
Financial services revenue improved to $27 million in 2021, compared to $(10) million in 2020. The increase was primarily due to a
reduction in consumer incentives at OVO and growth in our lending business as loans disbursed grew 3 times from 2020 to 2021.
Enterprise
and new initiatives revenue increased by $8 million, or 22%, to $44 million in 2021 compared to $36 million in 2020. The increase was primarily due to growth of GrabAds with the expansion of product offerings supported by internally
developed technology stack.
129
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
|
2021 |
|
|
2020 |
|
Cost of revenue |
|
|
1,070 |
|
|
|
963 |
|
|
|
11 |
% |
Cost of revenue increased by $108 million, or 11%, to $1,070 million in 2021 from $963 million
in 2020, primarily due to higher staff compensation costs associated with an increase in headcount, and higher infrastructure costs, cloud-hosting costs, payment processing fees and merchandise costs as we expanded our operations.
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
|
2021 |
|
|
2020 |
|
Other income |
|
|
12 |
|
|
|
33 |
|
|
|
(64 |
)% |
Other income decreased by $21 million or 64% to $12 million in 2021 from $33 million in 2020.
The decrease was due to a decrease in government grant income related to COVID-19 programs.
Sales and marketing expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
|
2021 |
|
|
2020 |
|
Sales and marketing expenses |
|
|
241 |
|
|
|
151 |
|
|
|
59 |
% |
Sales and marketing expenses increased by $90 million, or 59%, to $241 million in 2021 from
$151 million in 2020. The increase was due to the increase in media and direct marketing activities through various platforms such as Facebook and Google, which was mainly driven by demand recovery and initiative plans following easing of
COVID-19 restrictions. Additionally, there was an increase in personnel-related compensation such as equity compensation and performance bonus.
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
|
2021 |
|
|
2020 |
|
General and administrative expenses |
|
|
545 |
|
|
|
326 |
|
|
|
67 |
% |
General and administrative expenses increased by $219 million, or 67%, to $545 million from 2020 to
2021 primarily due to higher staff compensation cost (including share-based compensation) and higher consultancy fees with the expansion of our operations.
Research and development expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
|
2021 |
|
|
2020 |
|
Research and development expenses |
|
|
356 |
|
|
|
257 |
|
|
|
39 |
% |
Research and development expenses increased by $99 million, or 39%, to $356 million in 2021,
primarily due to the increase in personnel-related compensation from rewards such as equity compensation and bonus.
Net impairment loss on
financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
|
2021 |
|
|
2020 |
|
Net impairment loss on financial assets |
|
|
19 |
|
|
|
63 |
|
|
|
(71 |
)% |
130
Net impairment loss on financial assets decreased by $44 million, or 71%, to
$19 million in 2021, primarily driven by lower provision for bad debts with the transition towards and growing use of electronic wallets by our driver- and merchant-partners and consumers.
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
|
2021 |
|
|
2020 |
|
Other expenses |
|
|
11 |
|
|
|
40 |
|
|
|
(73 |
)% |
Other expenses decreased by $29 million, or 73%, to $11 million in 2021, due to a decrease in
goodwill impairment.
Net finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
|
2021 |
|
|
2020 |
|
Net finance costs |
|
|
1,989 |
|
|
|
1,437 |
|
|
|
38 |
% |
Net finance costs increased by $553 million, or 38%, to $1,989 million in 2021. The increase in net
finance costs was primarily due to $353 million share listing expense and higher interest incurred as a result of the issuance of additional convertible redeemable preference shares. In 2021, GHI issued $463 million of convertible
redeemable preference shares with a net increase in finance costs of $155 million from higher interest accretion.
Comparison of the Years Ended
December 31, 2020 and 2019
Revenue by segment
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
|
2020 |
|
|
2019 |
|
Revenue |
|
|
469 |
|
|
|
(845 |
) |
Deliveries |
|
|
5 |
|
|
|
(638 |
) |
Mobility |
|
|
438 |
|
|
|
9 |
|
Financial Services |
|
|
(10 |
) |
|
|
(229 |
) |
Enterprise and New Initiatives |
|
|
36 |
|
|
|
13 |
|
Revenue by geographical locations
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
|
2020 |
|
|
2019 |
|
Revenue |
|
|
469 |
|
|
|
(845 |
) |
Singapore |
|
|
246 |
|
|
|
(30 |
) |
Malaysia |
|
|
91 |
|
|
|
92 |
|
Philippines |
|
|
51 |
|
|
|
39 |
|
Thailand |
|
|
57 |
|
|
|
(19 |
) |
Rest of Southeast Asia |
|
|
24 |
|
|
|
(927 |
) |
Our revenue increased by $1.3 billion, to $469 million in 2020 from $(845) million in 2019.
Revenue is presented net of base incentives, excess incentives and consumer incentives. Base incentives were $178 million and
$519 million in 2020 and 2019, respectively. Excess incentives were $443 million and $715 million in 2020 and 2019, respectively, and consumer incentives were $616 million and $1.1 billion in 2020 and 2019, respectively.
131
Deliveries revenue was $5 million in 2020 compared to revenue of $(638) million in
2019. These increases were driven by an increase in deliveries GMV of 86%, or $2.5 billion, to $5.5 billion in 2020 compared to $2.9 billion in 2019, driven primarily by increasing consumer demand and number of merchant-partners using
our platform. Demand was driven by growth in digitalization resulting from stay-at-home and movement control orders, work-from-home arrangements and social distancing measures implemented as a result of the COVID-19 pandemic in our markets. We were
also able to utilize our driver-partners providing mobility services to support and meet the increasing demand for delivery services. Deliveries revenue as a percentage of deliveries GMV improved as we gained network efficiency in our driver-partner
base, and were able to improve our overall value proposition in terms of merchant selection, delivery performance and application experience on our superapp platform. In addition, the increase in revenue was also due to the reduction of driver- and
merchant-partner and consumer incentives. Our partner incentives were $466 million and $477 million in 2020 and 2019, respectively. Our consumer incentives were $437 million and $483 million in 2020 and 2019, respectively.
Mobility revenue increased by $429 million, to $438 million in 2020 compared to $9 million in 2019, which was primarily due to
ride-hailing revenue increasing by $473 million, partially offset by decrease in rental income from motor vehicles of $44 million. The increase in revenue was primarily due to the reduction of driver-partner incentives and fees and
consumer incentives, despite a decrease in ride-hailing demand, which was adversely impacted by the COVID-19 pandemic, as reflected by the decrease in GMV for mobility. Our incentives decreased by $887 million (comprised of decreases of
$592 million in partner incentives and $294 million in consumer incentives) to $251 million (comprised of $151 million in partner incentives and $100 million in consumer incentives) for the year ended December 31, 2020
compared to $1,137 million (comprised of $743 million in partner incentives and $394 million in consumer incentives) for the year ended December 31, 2019, which resulted in a corresponding increase in our mobility revenue, as we
reduced incentives in the face of the COVID-19 pandemic. The COVID-19 pandemic and the associated stay-at-home and movement control orders, work-from-home arrangements and social distancing measures, as well as border closures and travel
restrictions, which started in 2020, had a negative impact on mobility demand, and accordingly also on mobility GMV, in 2020. As a result of the effects of the COVID-19 pandemic, GMV for mobility decreased to $3.2 billion in 2020 compared to
$5.7 billion in 2019. In addition, in order to comply with social distancing requirements and improve safety, we suspended our GrabShare offering and temporarily suspended our GrabHitch offering. The decrease in rental income was due to reduced
demand for mobility offerings. Mobility revenue as a percentage of mobility GMV increased from 0% in 2019 to 14% in 2020, as we continued to reduce partner and consumer incentives and our reliance on such incentives to maintain and grow our
driver-partner and consumer base.
Financial services revenue improved to $(10) million in 2020, compared to $(229) million in 2019. The
increase was primarily due to a reduction in consumer incentives at OVO coupled with growth in our GrabPay e-wallet business as consumers increased online spending and increased usage of the GrabPay and OVO wallets as cashless transactions
increased, in each case driven primarily by changing consumer preferences resulting from the COVID-19 pandemic and an increase in merchant-partners acceptance of GrabPay.
Enterprise and new initiatives revenue increased by $23 million, or 178%, to $36 million in 2020 compared to $13 million in
2019. The increase was primarily due to the introduction of GrabAds through the second half of 2019 and early 2020.
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2019-2020 |
|
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
Cost of revenue |
|
|
963 |
|
|
|
1,320 |
|
|
|
(27 |
)% |
Cost of revenue decreased by $357 million, or 27%, to $963 million in 2020 from $1.3 billion in
2019, primarily due to $274 million reduction in the amortization of intangible assets, on a reducing balance basis, related to our non-compete agreement with Uber. The remaining cost improvement was due to reductions in technology costs,
impairment costs and processing fees.
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2019-2020 |
|
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
Other income |
|
|
33 |
|
|
|
14 |
|
|
|
136 |
% |
132
Other income increased by $19 million or 136% to $33 million in 2020 from
$14 million in 2019. The increase was due to wage reimbursements from various governments due to the COVID-19 pandemic.
Sales and marketing
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2019-2020 |
|
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
Sales and marketing expenses |
|
|
151 |
|
|
|
238 |
|
|
|
(37 |
)% |
Sales and marketing expenses decreased by $87 million, or 37%, to $151 million in 2020 from
$238 million in 2019. The reduction is mainly driven by an overall reduction in media and direct marketing activities due to the impact of the COVID-19 pandemic.
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2019-2020 |
|
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
General and administrative expenses |
|
|
326 |
|
|
|
304 |
|
|
|
7 |
% |
General and administrative expenses increased by $22 million, or 7%, to $326 million in 2020
primarily due to higher staff compensation costs including share-based compensation, as a result of higher headcount as we expanded our operations, litigation provisions and higher professional fees relating to mergers and acquisitions.
Research and development expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2019-2020 |
|
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
Research and development expenses |
|
|
257 |
|
|
|
231 |
|
|
|
11 |
% |
Research and development expenses increased by $26 million, or 11%, to $257 million in 2020,
primarily due to the increase in personnel-related compensation from increased research and development headcount and higher share-based compensation. We also noted a decrease in capitalized research and development expenses for qualified
development projects during 2020 as compared to 2019.
Net impairment loss on financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2019-2020 |
|
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
Net impairment loss on financial assets |
|
|
63 |
|
|
|
56 |
|
|
|
13 |
% |
Net impairment loss on financial assets increased by $7 million, or 13%, to $63 million in 2020,
primarily driven by increased provision for bad debts as a result of the COVID-19 pandemic.
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2019-2020 % Change |
|
|
|
2020 |
|
|
2019 |
|
Other expenses |
|
|
40 |
|
|
|
30 |
|
|
|
33 |
% |
Other expenses increased by $11 million, or 33%, to $40 million in 2020, due to an increase in
goodwill impairment.
133
Net finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Year Ended December 31, |
|
|
2019-2020 % Change |
|
|
|
2020 |
|
|
2019 |
|
Net finance costs |
|
|
1,437 |
|
|
|
971 |
|
|
|
48 |
% |
Net finance costs increased by $466 million, or 48%, to $1.4 billion in 2020. The increase in net
finance costs was primarily due to higher interest incurred as a result of the issuance of additional convertible redeemable preference shares, net change in fair value of financial assets and impairment loss and change in fair value on investments
in associates. In 2020, GHI issued $1.4 billion of convertible redeemable preference shares with a net increase in finance costs of $384 million from higher interest accretion.
Key Non-IFRS Financial Measures
In
addition to the measures presented in our consolidated financial statements, we use the following key non-IFRS financial measures to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic
decisions.
Total Segment Adjusted EBITDA
Total Segment Adjusted EBITDA is a non-IFRS financial measure representing the sum of Segment Adjusted EBITDA of our four business segments.
Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs. Total Segment Adjusted EBITDA and Segment Adjusted EBITDA also
reflect any applicable exclusions from Adjusted EBITDA. See Adjusted EBITDA below. Total Segment Adjusted EBITDA and Segment Adjusted EBITDA each have limitations as financial measures, should be considered as supplemental in nature, and
are not meant as a substitute for the related financial information prepared in accordance with IFRS. For a reconciliation of Total Segment Adjusted EBITDA to the most directly comparable IFRS measure see the section titled
Reconciliation of Non-IFRS Financial Measures.
Regional corporate costs are costs that are not attributed to any of the
business segments, including certain regional research and development expenses, general and administrative expenses and marketing expenses. These regional research and development expenses also include mapping and payment technologies and support
and development of the internal technology infrastructure. These general and administrative expenses also include certain shared costs such as finance, accounting, tax, human resources, technology and legal costs. Regional corporate costs exclude
share-based compensation expenses. Total Segment Adjusted EBITDA is a useful indicator of the economics of our segments, as it does not include regional corporate costs.
The table below sets forth Total Segment Adjusted EBITDA for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Overall Total Segment Adjusted EBITDA |
|
|
(94 |
) |
|
|
21 |
|
|
|
NM |
|
|
|
(125 |
) |
|
|
(226 |
) |
|
|
(1,554 |
) |
|
|
45 |
% |
|
|
85 |
% |
Deliveries |
|
|
(90 |
) |
|
|
(24 |
) |
|
|
(283 |
)% |
|
|
(130 |
) |
|
|
(211 |
) |
|
|
(809 |
) |
|
|
38 |
% |
|
|
74 |
% |
Mobility |
|
|
207 |
|
|
|
205 |
|
|
|
1 |
% |
|
|
345 |
|
|
|
307 |
|
|
|
(194 |
) |
|
|
13 |
% |
|
|
NM |
|
Financial Services |
|
|
(217 |
) |
|
|
(163 |
) |
|
|
(34 |
)% |
|
|
(349 |
) |
|
|
(331 |
) |
|
|
(548 |
) |
|
|
(5 |
)% |
|
|
40 |
% |
Enterprise & New Initiatives |
|
|
6 |
|
|
|
3 |
|
|
|
83 |
% |
|
|
9 |
|
|
|
9 |
|
|
|
(3 |
) |
|
|
NM |
|
|
|
NM |
|
Adjusted EBITDA
Adjusted EBITDA is a non-IFRS financial measure calculated as net loss adjusted to exclude: (i) net interest income (expenses),
(ii) other income (expenses), (iii) income tax expenses (credit), (iv) depreciation and amortization, (v) share-based compensation expenses, (vi) costs related to mergers and acquisitions, (vii) unrealized foreign
exchange gain (loss), (viii) impairment loss on goodwill and non-financial assets, (ix) fair value changes on investments, (x) restructuring costs, (xi) legal, tax and regulatory settlement provisions and (xii) share listing
and associated expenses.
134
Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental
in nature, and is not meant as a substitute for the related financial information prepared in accordance with IFRS. For a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure see the section titled
Reconciliation of Non-IFRS Financial Measures.
Reconciliation of Non-IFRS Financial Measures
To supplement our financial information, we use the following non-IFRS financial measures: Adjusted EBITDA, Segment Adjusted EBITDA and Total
Segment Adjusted EBITDA. However, the definitions of our non-IFRS financial measures may be different from those used by other companies, and therefore, may not be comparable. Furthermore, these non-IFRS financial measures have certain limitations
in that they do not include the impact of certain expenses that are reflected in our consolidated financial statements that are necessary to run our business. Thus, these non-IFRS financial measures should be considered in addition to, not as
substitutes for, or in isolation from, measures prepared in accordance with IFRS.
We compensate for these limitations by providing a
reconciliation of these non-IFRS financial measures to the related IFRS financial measures. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view these non-IFRS
financial measures in conjunction with their respective related IFRS financial measures.
The following tables provide reconciliations of
Adjusted EBITDA, Segment Adjusted EBITDA and Total Segment Adjusted EBITDA.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
Year Ended December 31, |
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Loss for the period |
|
|
(1,007 |
) |
|
|
(1,467 |
) |
|
|
(3,555 |
) |
|
|
(2,745 |
) |
|
|
(3,988 |
) |
Net interest expenses |
|
|
45 |
|
|
|
864 |
|
|
|
1,675 |
|
|
|
1,391 |
|
|
|
977 |
|
Other income |
|
|
(3 |
) |
|
|
(11 |
) |
|
|
(12 |
) |
|
|
(10 |
) |
|
|
(13 |
) |
Income tax expenses |
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
2 |
|
|
|
7 |
|
Depreciation and amortization |
|
|
72 |
|
|
|
170 |
|
|
|
345 |
|
|
|
387 |
|
|
|
647 |
|
Share-based compensation expenses |
|
|
231 |
|
|
|
140 |
|
|
|
357 |
|
|
|
54 |
|
|
|
34 |
|
Unrealized foreign exchange (gain) loss |
|
|
(4 |
) |
|
|
(4 |
) |
|
|
1 |
|
|
|
* |
|
|
|
4 |
|
Impairment loss on goodwill and non-financial assets |
|
|
3 |
|
|
|
2 |
|
|
|
15 |
|
|
|
43 |
|
|
|
60 |
|
Fair value changes on investments |
|
|
133 |
|
|
|
(47 |
) |
|
|
(37 |
) |
|
|
57 |
|
|
|
3 |
|
Restructuring costs |
|
|
1 |
|
|
|
* |
|
|
|
1 |
|
|
|
2 |
|
|
|
1 |
|
Legal, tax and regulatory settlement provisions |
|
|
6 |
|
|
|
25 |
|
|
|
12 |
|
|
|
39 |
|
|
|
31 |
|
Share listing and associated expenses |
|
|
|
|
|
|
|
|
|
|
353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
(520 |
) |
|
|
(325 |
) |
|
|
(842 |
) |
|
|
(780 |
) |
|
|
(2,237 |
) |
Regional corporate costs |
|
|
426 |
|
|
|
346 |
|
|
|
717 |
|
|
|
554 |
|
|
|
683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Segment Adjusted EBITDA |
|
|
(94 |
) |
|
|
21 |
|
|
|
(125 |
) |
|
|
(226 |
) |
|
|
(1,554 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deliveries |
|
|
(90 |
) |
|
|
(24 |
) |
|
|
(130 |
) |
|
|
(211 |
) |
|
|
(809 |
) |
Mobility |
|
|
207 |
|
|
|
205 |
|
|
|
345 |
|
|
|
307 |
|
|
|
(194 |
) |
Financial Services |
|
|
(217 |
) |
|
|
(163 |
) |
|
|
(349 |
) |
|
|
(331 |
) |
|
|
(548 |
) |
Enterprise and New Initiatives |
|
|
6 |
|
|
|
3 |
|
|
|
9 |
|
|
|
9 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Segment Adjusted EBITDA |
|
|
(94 |
) |
|
|
21 |
|
|
|
(125 |
) |
|
|
(226 |
) |
|
|
(1,554 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
* |
Amount less than $1 million |
135
Financial Measures by Business Segment
Deliveries
The table below
highlights key financial measures for our deliveries segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Revenue |
|
|
224 |
|
|
|
98 |
|
|
|
129 |
% |
|
|
148 |
|
|
|
5 |
|
|
|
(638 |
) |
|
|
NM |
|
|
|
NM |
|
Segment Adjusted EBITDA(1) |
|
|
(90 |
) |
|
|
(24 |
) |
|
|
(283 |
)% |
|
|
(130 |
) |
|
|
(211 |
) |
|
|
(809 |
) |
|
|
38 |
% |
|
|
74 |
% |
% of GMV |
|
|
(2 |
)% |
|
|
(1 |
)% |
|
|
|
|
|
|
(2 |
)% |
|
|
(4 |
)% |
|
|
(27 |
)% |
|
|
|
|
|
|
|
|
Note:
(1) |
Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four
business segments, excluding, in each case, regional corporate costs. |
Our deliveries business has scaled significantly
since its launch in 2018. Our growth is further accelerated as consumers increased adoption of deliveries services in response to the COVID-19 pandemic and the acquisition of a majority economic interest in Jaya Grocer in the first half of 2022.
This strong growth is reflected in an increase in revenue of $127 million to $224 million for the six months ended June 30, 2022. Going forward, we expect Segment Adjusted EBITDA to further improve as we continue to scale and develop our
deliveries business.
Mobility
The table below highlights key financial measures for our mobility segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Revenue |
|
|
273 |
|
|
|
263 |
|
|
|
4 |
% |
|
|
456 |
|
|
|
438 |
|
|
|
9 |
|
|
|
4 |
% |
|
|
NM |
|
Segment Adjusted EBITDA(1) |
|
|
207 |
|
|
|
205 |
|
|
|
1 |
% |
|
|
345 |
|
|
|
307 |
|
|
|
(194 |
) |
|
|
13 |
% |
|
|
NM |
|
% of GMV |
|
|
11 |
% |
|
|
14 |
% |
|
|
|
|
|
|
12 |
% |
|
|
9 |
% |
|
|
(3 |
)% |
|
|
|
|
|
|
|
|
Note:
(1) |
Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four
business segments, excluding, in each case, regional corporate costs. |
Our mobility business was impacted significantly
by the COVID-19 pandemic and the implementation of city and country lockdowns in 2020 and 2021, with a gradual easing of such measures in 2022. In the first half of 2022, governments in the various countries in which we operate have started to ease
movement control orders and cross-border and domestic travel restrictions. We continue to acquire drivers to establish our pre-COVID supply levels and capture returning market demand through the use of driver-partner and consumer incentives. Our
revenue increased by 4% to $273 million for the six months ended June 30, 2022 from $263 million for the six months ended June 30, 2021, signaling demand recovery and underlining strong unit economics fundamentals in our mobility business.
Financial Services
The table
below highlights key financial measures for our financial services segment.
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
|
Six Months Ended June 30, |
|
|
1H2021-1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Revenue |
|
|
24 |
|
|
|
14 |
|
|
|
71 |
% |
|
|
27 |
|
|
|
(10 |
) |
|
|
(229 |
) |
|
|
NM |
|
|
|
95 |
% |
Segment Adjusted EBITDA(1) |
|
|
(217 |
) |
|
|
(163 |
) |
|
|
(34 |
)% |
|
|
(349 |
) |
|
|
(331 |
) |
|
|
(548 |
) |
|
|
(5 |
)% |
|
|
40 |
% |
Note:
(1) |
Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four
business segments, excluding, in each case, regional corporate costs. |
Our financial services business has scaled
significantly since 2019 as we have rolled out new offerings. Despite the impact of the COVID-19 pandemic, our revenue increased from $14 million for the six months ended June 30, 2021 to $24 million for the six months ended June 30, 2022,
reflecting the continued growth potential in the financial services business.
136
Enterprises and New Initiatives
The table below highlights key financial measures for our enterprise and new initiatives segment.
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|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Revenue |
|
|
28 |
|
|
|
21 |
|
|
|
32 |
% |
|
|
44 |
|
|
|
36 |
|
|
|
13 |
|
|
|
22 |
% |
|
|
178 |
% |
Segment Adjusted EBITDA(1) |
|
|
6 |
|
|
|
3 |
|
|
|
83 |
% |
|
|
9 |
|
|
|
9 |
|
|
|
(3 |
) |
|
|
NM |
|
|
|
NM |
|
% of GMV |
|
|
6 |
% |
|
|
5 |
% |
|
|
|
|
|
|
6 |
% |
|
|
21 |
% |
|
|
(34 |
)% |
|
|
|
|
|
|
|
|
Note:
(1) |
Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four
business segments, excluding, in each case, regional corporate costs. |
The enterprise and new initiatives segment
generated revenue of $28 million and $21 million for the six months ended June 30, 2022 and June 30, 2021, respectively. Additionally, Segment Adjusted EBITDA was $6 million for the six months ended June 30, 2022 and $3 million for
the six months ended June 30, 2021. Segment Adjusted EBITDA as a percentage of GMV remained flat at approximately 6% during the six months ended June 31, 2022 and June 30, 2021.
Key Operating Metrics
Our revenue and
results of operations are driven by the following key operating metrics, which our management reviews in order to understand and evaluate our current and past business and financial performance, identify trends affecting our business, formulate
business plans, and make strategic decisions.
The table below sets forth key operating metrics for the periods indicated.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
GMV(1) |
|
|
9,860 |
|
|
|
7,522 |
|
|
|
31 |
% |
|
|
16,061 |
|
|
|
12,492 |
|
|
|
12,251 |
|
|
|
29 |
% |
|
|
2 |
% |
MTUs(2) (millions in users) |
|
|
31.8 |
|
|
|
28.6 |
|
|
|
11 |
% |
|
|
24.1 |
|
|
|
24.5 |
|
|
|
29.2 |
|
|
|
(2 |
)% |
|
|
(16 |
)% |
Partner incentives(3) |
|
|
428 |
|
|
|
311 |
|
|
|
38 |
% |
|
|
717 |
|
|
|
621 |
|
|
|
1,234 |
|
|
|
15 |
% |
|
|
(50 |
)% |
Consumer incentives(4) |
|
|
655 |
|
|
|
429 |
|
|
|
53 |
% |
|
|
1,065 |
|
|
|
616 |
|
|
|
1,117 |
|
|
|
73 |
% |
|
|
(45 |
)% |
Partner and consumer incentives |
|
|
1,083 |
|
|
|
740 |
|
|
|
46 |
% |
|
|
1,782 |
|
|
|
1,237 |
|
|
|
2,351 |
|
|
|
44 |
% |
|
|
(47 |
)% |
Notes:
(1) |
GMV means gross merchandise value, an operating metric representing the sum of the total dollar value of
transactions from our services, including any applicable taxes, tips, tolls and fees, over the period of measurement. |
(2) |
MTUs means monthly transacting users, which is defined as the monthly number of unique consumers who have
successfully paid for an offering on our platform within a given month, across any of our segments. MTUs over a quarterly or annual period are calculated based on the average of the MTUs for each month in the relevant period. MTUs for the six months
ended June 30, 2022 and 2021 are inclusive of OVO MTUs. Excluding OVO MTUs, our MTUs for the six months ended June 30, 2022 and 2021 would be 28.7 million and 24.3 million, respectively. |
(3) |
Partner incentives represent the dollar value of incentives granted to driver- and merchant-partners, the
effect of which is to reduce revenue. The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount
of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver-
and merchant-partners. Base incentives amounted to $92 million and $78 million for the six months ended June 30, 2022 and June 30, 2021, respectively, and $155 million, $178 million and $519 million for the year ended
December 31, 2021, 2020 and 2019, respectively. |
(4) |
Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of
which is to reduce revenue. |
137
Gross Merchandise Value
Gross Merchandise Value (GMV) is an operating metric representing the sum of the total dollar value of transactions from our
services, including any applicable taxes, tips, tolls and fees, over the period of measurement. GMV is a metric by which we understand, evaluate and manage our business, and we believe is necessary for investors to understand and evaluate our
business. GMV provides useful information to investors as it represents the amount of a consumers spend that is being directed through our platform. This metric enables us and investors to understand, evaluate and compare the total amount of
consumer spending that is being directed through our platform over a period of time. We present GMV as a metric to understand and compare, and to enable investors to understand and compare our aggregate operating results, which captures significant
trends in our business over time. GMV has historically increased as our business has grown and was $9.9 billion for the six months ended June 30, 2022 and $16.1 billion for the year ended December 31, 2021. In 2020, due to the impact
of the COVID-19 pandemic, GMV declined for the first half but recovered from the second half onwards. This was underpinned by similar trends in our number of MTUs. In 2021, consumers continued to increase adoption of deliveries and financial
services in response to the COVID-19 pandemic. We experienced a decrease in ride-hailing demand in 2021, due to the impact of movement restrictions, as reflected in the decline in GMV for our mobility business. In the first half of 2022, we
experienced a gradual increase in ride-hailing demand with the easing of movement restrictions. We achieved overall growth in GMV from June 30, 2021 to June 30, 2022 of approximately 31%, and 2020 to 2021 of approximately 29%. We believe
that we have a significant opportunity to continue growing GMV due to the extent of the market opportunity across all of our business verticals, along with our platform advantages. In addition to a rebound in mobility volumes and GMV as countries
eventually enter into a recovery phase from COVID-19, we expect to achieve growth in our newer deliveries, financial services and enterprise and new initiatives businesses as they continue to mature.
The table below sets forth GMV by segment for the periods indicated.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Overall GMV |
|
|
9,860 |
|
|
|
7,522 |
|
|
|
31 |
% |
|
|
16,061 |
|
|
|
12,492 |
|
|
|
12,251 |
|
|
|
29 |
% |
|
|
2 |
% |
Deliveries GMV |
|
|
5,037 |
|
|
|
3,775 |
|
|
|
33 |
% |
|
|
8,530 |
|
|
|
5,468 |
|
|
|
2,947 |
|
|
|
56 |
% |
|
|
86 |
% |
Mobility GMV |
|
|
1,869 |
|
|
|
1,493 |
|
|
|
25 |
% |
|
|
2,787 |
|
|
|
3,232 |
|
|
|
5,715 |
|
|
|
(14 |
)% |
|
|
(43 |
)% |
Financial Services GMV |
|
|
2,850 |
|
|
|
2,193 |
|
|
|
30 |
% |
|
|
4,591 |
|
|
|
3,748 |
|
|
|
3,579 |
|
|
|
22 |
% |
|
|
5 |
% |
Enterprise & New Initiatives GMV |
|
|
104 |
|
|
|
61 |
|
|
|
72 |
% |
|
|
153 |
|
|
|
44 |
|
|
|
9 |
|
|
|
248 |
% |
|
|
416 |
% |
Monthly Transacting Users
Monthly transacting users (MTUs) is an operating metric defined as the number of unique consumers who have successfully paid for an
offering on our platform within a given month, across any of our segments. For example, a consumer who made one food delivery transaction and one mobility transaction in the same month is counted as only one Grab MTU. MTUs over a quarterly or annual
period are calculated based on the average of the MTUs for each month in the relevant period. We present our MTUs as a metric to understand and evaluate our business growth, and to enable investors to do the same.
The table below sets forth MTUs by segment for the periods indicated.
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(monthly average in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Overall MTUs |
|
|
31.8 |
|
|
|
28.6 |
|
|
|
11 |
% |
|
|
24.1 |
|
|
|
24.5 |
|
|
|
29.2 |
|
|
|
(2 |
)% |
|
|
(16 |
)% |
Deliveries MTUs |
|
|
19.5 |
|
|
|
16.4 |
|
|
|
19 |
% |
|
|
17.3 |
|
|
|
14.8 |
|
|
|
10.7 |
|
|
|
17 |
% |
|
|
38 |
% |
Mobility MTUs |
|
|
15.2 |
|
|
|
12.5 |
|
|
|
22 |
% |
|
|
11.4 |
|
|
|
14.6 |
|
|
|
24.7 |
|
|
|
(22 |
)% |
|
|
(41 |
)% |
Financial Services MTUs |
|
|
20.4 |
|
|
|
16.9 |
|
|
|
21 |
% |
|
|
12.7 |
|
|
|
10.4 |
|
|
|
10.3 |
|
|
|
22 |
% |
|
|
1 |
% |
Overall Group MTUs increased by 3.2 million or 11% to 31.8 million for the six months ended
June 30, 2022 from 28.6 million for the six months ended June 30, 2021. The increase in mobility MTUs signaled demand recovery following the easing of COVID-19 related travel restrictions across our markets in the first half of 2022.
Deliveries MTUs and financial services MTUs also increased for the same period. Financial services MTUs grew due to deeper on-platform penetration driven by growth in deliveries and mobility MTUs. MTUs for the six months ended June 30, 2022 and
2021 are inclusive of OVO MTUs. Excluding OVO MTUs, our MTUs for the six months ended June 30, 2022 and 2021 would be 28.7 million and 24.3 million, respectively.
Overall Group MTUs have stayed relatively stable in the year ended December 31, 2021 compared to the year ended December 31, 2020.
The decrease in mobility MTUs due to the extensive COVID-19 related restrictions and lockdowns across our markets in 2021 was offset by the increase in deliveries MTUs and financial services MTUs in the same period. Financial services MTUs grew due
to deeper on-platform penetration on platform driven by growth in deliveries MTUs. This growth was partially offset by COVID-19 related restrictions and lockdowns which negatively affected mobility and in-store cashless growth.
138
Gross Merchandise Value per Monthly Transacting User
Our ecosystem synergies and the continued rollout of new offerings drive increasing spend and engagement across the existing user base and
attract new consumers to try offerings on our platform. This is evidenced by our GMV per MTU which has grown significantly since 2020 due to the growing proportion of MTUs using multiple offerings. We expect to drive growth in GMV per MTU as we
continue to scale our offerings and realize the benefits of our ecosystem. Financial services offerings have contributed to GMV per MTU growth and we believe this continues to be a meaningful metric as it represents the amount of a consumers
spend that is being directed through our platform. Financial services GMV includes OVO and GrabPay payments from successful P2P (peer-to-peer), P2M (peer-to-merchant) transactions, payments from successful digital goods transactions from Grabs
airtime and BillPay services, payments from successful online acceptance transactions (on-demand via Wallet Balance or PayLater from non-Grab services online), payments from subscription fees for deliveries and mobility offerings, value of buy
transactions for wealth products and gross written premiums for insurance products.
The table below sets forth GMV per MTU for the
periods indicated.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Overall GMV per MTU |
|
|
310 |
|
|
|
263 |
|
|
|
18 |
% |
|
|
666 |
|
|
|
509 |
|
|
|
419 |
|
|
|
31 |
% |
|
|
21 |
% |
MTUs for the six months ended June 30, 2022 and 2021 are inclusive of OVO MTUs. Excluding OVO MTUs, our
MTUs for the six months ended June 30, 2022 and 2021 would be 28.7 million and 24.3 million, respectively, and GMV per MTU would be $344 and $310, respectively.
Partner Incentives and Consumer Incentives
Partner incentives represent the dollar value of incentives granted to driver- and merchant-partners, the effect of which is to reduce revenue.
The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us
from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners. Consumer
incentives represent the dollar value of discounts and promotions offered to consumers, the effect of which is to reduce revenue. Partner and consumer incentives are metrics by which we understand, evaluate and manage our business, and we believe
are necessary for investors to understand and evaluate our business. We believe these metrics capture significant trends in our business over time.
Partner Incentives
The table
below sets forth partner incentives by segment for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Overall partner incentives |
|
|
428 |
|
|
|
311 |
|
|
|
38 |
% |
|
|
717 |
|
|
|
621 |
|
|
|
1,234 |
|
|
|
15 |
% |
|
|
(50 |
)% |
% of GMV |
|
|
4 |
% |
|
|
4 |
% |
|
|
|
|
|
|
4 |
% |
|
|
5 |
% |
|
|
10 |
% |
|
|
|
|
|
|
|
|
Deliveries |
|
|
328 |
|
|
|
262 |
|
|
|
25 |
% |
|
|
602 |
|
|
|
466 |
|
|
|
477 |
|
|
|
29 |
% |
|
|
(2 |
)% |
Mobility |
|
|
99 |
|
|
|
48 |
|
|
|
106 |
% |
|
|
114 |
|
|
|
151 |
|
|
|
743 |
|
|
|
25 |
% |
|
|
(80 |
)% |
Financial Services |
|
|
* |
|
|
|
* |
|
|
|
NM |
|
|
|
* |
|
|
|
3 |
|
|
|
13 |
|
|
|
NM |
|
|
|
(80 |
)% |
Enterprise & New Initiatives |
|
|
* |
|
|
|
* |
|
|
|
NM |
|
|
|
* |
|
|
|
2 |
|
|
|
1 |
|
|
|
NM |
|
|
|
139 |
% |
Note:
* |
Amounts less than $1 million |
139
Consumer Incentives
The table below sets forth consumer incentives by segment for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Overall consumer incentives |
|
|
655 |
|
|
|
429 |
|
|
|
53 |
% |
|
|
1,065 |
|
|
|
616 |
|
|
|
1,117 |
|
|
|
73 |
% |
|
|
(45 |
)% |
% of GMV |
|
|
7 |
% |
|
|
6 |
% |
|
|
|
|
|
|
7 |
% |
|
|
5 |
% |
|
|
9 |
% |
|
|
|
|
|
|
|
|
Deliveries |
|
|
471 |
|
|
|
323 |
|
|
|
46 |
% |
|
|
800 |
|
|
|
437 |
|
|
|
483 |
|
|
|
83 |
% |
|
|
(10 |
)% |
Mobility |
|
|
62 |
|
|
|
34 |
|
|
|
81 |
% |
|
|
82 |
|
|
|
100 |
|
|
|
394 |
|
|
|
(17 |
)% |
|
|
(75 |
)% |
Financial Services |
|
|
51 |
|
|
|
34 |
|
|
|
47 |
% |
|
|
80 |
|
|
|
80 |
|
|
|
244 |
|
|
|
NM |
|
|
|
(67 |
)% |
Enterprise & New Initiatives |
|
|
71 |
|
|
|
37 |
|
|
|
93 |
% |
|
|
103 |
|
|
|
* |
|
|
|
(5 |
) |
|
|
NM |
|
|
|
NM |
|
Note:
* |
Amounts less than $1 million |
Partner and Consumer Incentives
The table below sets forth partner and consumer incentives by segment for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Overall partner and consumer incentives |
|
|
1,083 |
|
|
|
740 |
|
|
|
46 |
% |
|
|
1,782 |
|
|
|
1,237 |
|
|
|
2,351 |
|
|
|
44 |
% |
|
|
(47 |
)% |
% of GMV |
|
|
11 |
% |
|
|
10 |
% |
|
|
|
|
|
|
11 |
% |
|
|
10 |
% |
|
|
19 |
% |
|
|
|
|
|
|
|
|
Deliveries |
|
|
799 |
|
|
|
586 |
|
|
|
37 |
% |
|
|
1,402 |
|
|
|
903 |
|
|
|
960 |
|
|
|
55 |
% |
|
|
(6 |
)% |
Mobility |
|
|
162 |
|
|
|
82 |
|
|
|
96 |
% |
|
|
196 |
|
|
|
251 |
|
|
|
1,137 |
|
|
|
(22 |
)% |
|
|
(78 |
)% |
Financial Services |
|
|
51 |
|
|
|
35 |
|
|
|
47 |
% |
|
|
80 |
|
|
|
82 |
|
|
|
258 |
|
|
|
(2 |
)% |
|
|
(68 |
)% |
Enterprise & New Initiatives |
|
|
71 |
|
|
|
37 |
|
|
|
93 |
% |
|
|
103 |
|
|
|
2 |
|
|
|
(4 |
) |
|
|
NM |
|
|
|
NM |
|
Key Operating Metrics by Business Segment
Deliveries
The table below
highlights key operating metrics which drive our revenue for the deliveries segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Revenue |
|
|
224 |
|
|
|
98 |
|
|
|
129 |
% |
|
|
148 |
|
|
|
5 |
|
|
|
(638 |
) |
|
|
NM |
|
|
|
NM |
|
Segment Adjusted EBITDA(1) |
|
|
(90 |
) |
|
|
(24 |
) |
|
|
283 |
% |
|
|
(130 |
) |
|
|
(211 |
) |
|
|
(809 |
) |
|
|
38 |
% |
|
|
74 |
% |
GMV(2) |
|
|
5,037 |
|
|
|
3,775 |
|
|
|
33 |
% |
|
|
8,530 |
|
|
|
5,468 |
|
|
|
2,947 |
|
|
|
56 |
% |
|
|
86 |
% |
MTUs(3) |
|
|
19.5 |
|
|
|
16.4 |
|
|
|
19 |
% |
|
|
17.3 |
|
|
|
14.8 |
|
|
|
10.7 |
|
|
|
17 |
% |
|
|
38 |
% |
Commission rate(4) |
|
|
20 |
% |
|
|
18 |
% |
|
|
|
|
|
|
18 |
% |
|
|
17 |
% |
|
|
11 |
% |
|
|
|
|
|
|
|
|
Partner incentives(5) |
|
|
(328 |
) |
|
|
(262 |
) |
|
|
25 |
% |
|
|
(602 |
) |
|
|
(466 |
) |
|
|
(477 |
) |
|
|
29 |
% |
|
|
(2 |
)% |
Consumer incentives(6) |
|
|
(471 |
) |
|
|
(323 |
) |
|
|
46 |
% |
|
|
(800 |
) |
|
|
(437 |
) |
|
|
(483 |
) |
|
|
83 |
% |
|
|
(10 |
)% |
Notes:
(1) |
Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four
business segments, excluding, in each case, regional corporate costs. |
(2) |
GMV means gross merchandise value, an operating metric representing the sum of the total dollar value of
transactions from our services, including any applicable taxes, tips, tolls and fees, over the period of measurement. |
(3) |
MTUs means monthly transacting users, which is an operating metric defined as the monthly number of unique
users who transact via our products, where transact means to have successfully paid for any of our products. MTUs over a quarterly or annual period are calculated based on the average of the MTUs for each month in the relevant period.
|
(4) |
Commission rate is an operating metric, representing the total dollar value paid to us in the form of
commissions and fees from each transaction, without any adjustments for incentives paid to driver- and merchant-partners or promotions to end-users, as a percentage of GMV, over the period of measurement. |
140
(5) |
Partner incentives represent the dollar value of incentives granted to driver- and merchant-partners, the
effect of which is to reduce revenue. The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount
of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver-
and merchant-partners. Base incentives amounted to $30 million and $46 million for the six months ended June 30, 2022 and 2021, respectively, and $89 million, $64 million and $53 million for the years ended December 31,
2021, 2020 and 2019, respectively. |
(6) |
Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of
which is to reduce revenue. |
The revenue growth for our deliveries segment for the six months ended June 30, 2022
and the year ended December 31, 2021 and 2020 was driven by an increase in GMV for the same periods. The revenue growth was partially offset by an increase in partner and consumer incentives for the same periods. GMV for our deliveries segment
is calculated as the sum of the total dollar value of the orders placed through our platform, including any applicable taxes, tips, tolls, delivery fees and platform and other fees. We generate revenue through commissions from driver- and
merchant-partners, calculated as a percentage of the total dollar value and delivery fee of each GrabFood, GrabKitchen, GrabMart, and GrabExpress order. For GrabKios, we generate revenue by charging a commission on the total value of goods sold by
GrabKios agents.
Mobility
The table below highlights key operating metrics which drive our revenue for the mobility segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Revenue |
|
|
273 |
|
|
|
263 |
|
|
|
4 |
% |
|
|
456 |
|
|
|
438 |
|
|
|
9 |
|
|
|
4 |
% |
|
|
NM |
|
Segment Adjusted EBITDA(1) |
|
|
207 |
|
|
|
205 |
|
|
|
1 |
% |
|
|
345 |
|
|
|
307 |
|
|
|
(194 |
) |
|
|
13 |
% |
|
|
NM |
|
GMV(2) |
|
|
1,869 |
|
|
|
1,493 |
|
|
|
25 |
% |
|
|
2,787 |
|
|
|
3,232 |
|
|
|
5,715 |
|
|
|
(14 |
)% |
|
|
(43 |
)% |
MTUs(3) |
|
|
15.2 |
|
|
|
12.5 |
|
|
|
22 |
% |
|
|
11.4 |
|
|
|
14.6 |
|
|
|
24.7 |
|
|
|
(22 |
)% |
|
|
(41 |
)% |
Commission rate(4) |
|
|
23 |
% |
|
|
23 |
% |
|
|
|
|
|
|
23 |
% |
|
|
21 |
% |
|
|
20 |
% |
|
|
|
|
|
|
|
|
Partner incentives(5) |
|
|
(99 |
) |
|
|
(48 |
) |
|
|
106 |
% |
|
|
(114 |
) |
|
|
(151 |
) |
|
|
(743 |
) |
|
|
(25 |
)% |
|
|
(80 |
)% |
Consumer incentives(6) |
|
|
(62 |
) |
|
|
(34 |
) |
|
|
81 |
% |
|
|
(82 |
) |
|
|
(100 |
) |
|
|
(394 |
) |
|
|
(17 |
)% |
|
|
(75 |
)% |
Notes:
(1) |
Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four
business segments, excluding, in each case, regional corporate costs. |
(2) |
GMV means gross merchandise value, an operating metric representing the sum of the total dollar value of
transactions from our services, including any applicable taxes, tips, tolls and fees, over the period of measurement. |
(3) |
MTUs means monthly transacting users, which is an operating metric defined as the monthly number of unique
users who transact via our products, where transact means to have successfully paid for any of our products. MTUs over a quarterly or annual period are calculated based on the average of the MTUs for each month in the relevant period.
|
(4) |
Commission rate is an operating metric, representing the total dollar value paid to us in the form of
commissions and fees from each transaction, without any adjustments for incentives paid to driver- and merchant-partners or promotions to end-users, as a percentage of GMV, over the period of measurement. |
(5) |
Partner incentives represent the dollar value of incentives granted to driver- and merchant-partners, the
effect of which is to reduce revenue. The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount
of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver-
and merchant-partners. Base incentives amounted to $62 million and $32 million for the six months ended June 30, 2022 and 2021, respectively, and $66 million, $114 million and $464 million for the years ended December 31,
2021, 2020 and 2019, respectively. |
(6) |
Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of
which is to reduce revenue. |
141
With the easing of travel and movement restrictions in the first half of 2022, there was an
increased demand for mobility offerings, which was reflected in increased GMV for the six months ended June 30, 2022. In 2020 and 2021, the reduced demand for mobility offerings due to the COVID-19 pandemic was reflected in decreased GMV for
the same periods. Despite challenging conditions, we continued to reduce partner and consumer incentives for the mobility segment in 2021, which drove the growth in revenue. GMV for our mobility segment is calculated as the sum of the total dollar
value of rides taken on our platform, including any applicable taxes, tips, tolls, and fees. Revenue from lease payments from our rentals business is also included in our mobility segment financials. We generate revenue for each ride based on a
commission as a percentage of the total cost of the ride, exclusive of tolls and taxes.
Financial Services
The table below highlights the key operating metrics which drive our revenue for the financial services segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Revenue |
|
|
24 |
|
|
|
14 |
|
|
|
71 |
% |
|
|
27 |
|
|
|
(10 |
) |
|
|
(229 |
) |
|
|
NM |
|
|
|
95 |
% |
Segment Adjusted EBITDA(1) |
|
|
(217 |
) |
|
|
(163 |
) |
|
|
(34 |
)% |
|
|
(349 |
) |
|
|
(331 |
) |
|
|
(548 |
) |
|
|
(5 |
)% |
|
|
40 |
% |
Pre-InterCo TPV(2) |
|
|
7,378 |
|
|
|
5,614 |
|
|
|
31 |
% |
|
|
12,149 |
|
|
|
8,856 |
|
|
|
7,773 |
|
|
|
37 |
% |
|
|
14 |
% |
GMV(3) |
|
|
2,850 |
|
|
|
2,193 |
|
|
|
30 |
% |
|
|
4,591 |
|
|
|
3,748 |
|
|
|
3,579 |
|
|
|
22 |
% |
|
|
5 |
% |
MTUs(4) |
|
|
20.4 |
|
|
|
16.9 |
|
|
|
21 |
% |
|
|
12.7 |
|
|
|
10.4 |
|
|
|
10.3 |
|
|
|
22 |
% |
|
|
1 |
% |
Commission rate(5) |
|
|
3 |
% |
|
|
2 |
% |
|
|
|
|
|
|
2 |
% |
|
|
2 |
% |
|
|
1 |
% |
|
|
|
|
|
|
|
|
Partner incentives(6) |
|
|
( |
*) |
|
|
( |
*) |
|
|
NM |
|
|
|
( |
*) |
|
|
(3 |
) |
|
|
(13 |
) |
|
|
NM |
|
|
|
(80 |
)% |
Consumer incentives(7) |
|
|
(51 |
) |
|
|
(34 |
) |
|
|
47 |
% |
|
|
(80 |
) |
|
|
(80 |
) |
|
|
(224 |
) |
|
|
NM |
|
|
|
(67 |
)% |
Notes:
* |
Amount less than $1 million. |
(1) |
Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four
business segments, excluding, in each case, regional corporate costs. |
(2) |
Pre-InterCo TPV for the financial services segment is equivalent to the total payments volume, or TPV,
processed through our platform for the financial services segment. TPV is the value of payments received from consumers, net of payment reversals, successfully completed through our platform. |
(3) |
GMV for the financial services segment is equivalent to the total payments volume, or TPV, processed through
our platform for the financial services segment, excluding amounts from transactions between entities within the Grab group that are eliminated upon consolidation. |
(4) |
MTUs means monthly transacting users, which is an operating metric defined as the monthly number of unique
users who transact via our products, where transact means to have successfully paid for any of our products. MTUs over a quarterly or annual period are calculated based on the average of the MTUs for each month in the relevant period. MTUs for the
six months ended June 30, 2022 and 2021 are inclusive of OVO MTUs. Excluding OVO MTUs, our MTUs for the six months ended June 30, 2022 and 2021 would be 17.1 million and 12.3 million, respectively. |
(5) |
Commission rate is an operating metric, representing the total dollar value paid to us in the form of
commissions and fees from each transaction, without any adjustments for incentives paid to driver- and merchant-partners or promotions to end-users, as a percentage of GMV, over the period of measurement. |
(6) |
Partner incentives represent the dollar value of incentives granted to driver- and merchant-partners, the
effect of which is to reduce revenue. The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount
of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver-
and merchant-partners. Base incentives were less than $1 million for the six months ended June 30, 2022 and 2021, and less than $1 million, less than $1 million and $2 million for the years ended December 31, 2021, 2020 and
2019, respectively. |
(7) |
Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of
which is to reduce revenue. |
The revenue growth for our financial services segment for the six months ended
June 30, 2022 was driven by an increase in GMV for the same periods with the growth in our lending business. The revenue growth for our financial services segment in 2020 and 2021 was driven by an increase in GMV for the same periods with the
roll-out of new offerings.
142
Enterprise and New Initiatives
The table below highlights the key operating metrics which drive our revenue for the enterprise and new initiatives segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
1H2021- 1H2022 % Change |
|
|
Year Ended December 31, |
|
|
2020-2021 % Change |
|
|
2019-2020 % Change |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Revenue |
|
|
28 |
|
|
|
21 |
|
|
|
32 |
% |
|
|
44 |
|
|
|
36 |
|
|
|
13 |
|
|
|
22 |
% |
|
|
178 |
% |
Segment Adjusted EBITDA(1) |
|
|
6 |
|
|
|
3 |
|
|
|
83 |
% |
|
|
9 |
|
|
|
9 |
|
|
|
(3 |
) |
|
|
NM |
|
|
|
NM |
|
GMV(2) |
|
|
104 |
|
|
|
61 |
|
|
|
72 |
% |
|
|
153 |
|
|
|
44 |
|
|
|
9 |
|
|
|
248 |
% |
|
|
416 |
% |
Partner incentives(3) |
|
|
(* |
) |
|
|
( |
*) |
|
|
NM |
|
|
|
( |
*) |
|
|
(2 |
) |
|
|
( |
*) |
|
|
NM |
|
|
|
NM |
|
Consumer incentives(4) |
|
|
(71) |
|
|
|
(37) |
|
|
|
93 |
% |
|
|
(103 |
) |
|
|
( |
*) |
|
|
5 |
|
|
|
NM |
|
|
|
NM |
|
Notes:
* |
Amount less than $1 million |
(1) |
Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four
business segments, excluding, in each case, regional corporate costs. |
(2) |
GMV means gross merchandise value, an operating metric representing the sum of the total dollar value of
transactions from our services, including any applicable taxes, tips, tolls and fees, over the period of measurement. |
(3) |
Partner incentives represent the dollar value of incentives granted to driver- and merchant-partners, the
effect of which is to reduce revenue. The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount
of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver-
and merchant-partners. Base incentives were less than $1 million for the six months ended June 30, 2022 and 2021 and for the years ended December 31, 2021, 2020 and 2019. |
(4) |
Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of
which is to reduce revenue. |
The revenue growth for our enterprises and new initiatives segment for the six months ended
June 30, 2022 and for the years ended December 31, 2021 and 2020 was driven by an increase in GMV with the growth in services. The increase in consumer incentives in 2021 was primarily due to the introduction of Grab Marketing Services
(GMS) in late 2020, where merchants purchase advertising services to participate in thematic/seasonal campaigns. We utilize consumer incentives to drive consumer engagement with participating merchants.
Liquidity and Capital Resources
Our
principal sources of liquidity have been cash and cash equivalents raised from transactions relating to the Business Combination, the issuance of convertible redeemable preference shares, loan facilities and equity financing at the subsidiary level.
We incurred a net loss after tax of $1.0 billion for the six months ended June 30, 2022 and $3.6 billion for the year ended
December 31, 2021. In addition, we had accumulated losses of $15.5 billion as of June 30, 2022. To support our business plans, we raised funding primarily through a term loan facility and issuance of convertible redeemable preference
shares. We secured additional liquidity with the closing of GHIs first senior secured term loan facility, the Term Loan B Facility, in January 2021 of $2.0 billion that carries an interest rate based on cost of funds plus 4.5%. We also secured
additional funding of approximately $45.3 million as part of its Series A financing round for Grab Financial Group for the year ended December 31, 2021. We raised $0.5 billion and $1.4 billion of cash during the years ended December 31,
2021 and 2020, respectively, through the issuance of convertible redeemable preference shares. We also incurred non-cash interest expenses related to such convertible redeemable preference shares of $1.6 billion and $1.4 billion for the years ended
December 31, 2021 and 2020, respectively. Such convertible redeemable preference shares were canceled and converted into the right to receive Ordinary Shares upon completion of the Business Combination in December 2021 and as a result, we no
longer recognize any liability component nor any interest expense incurred with respect to such convertible redeemable preference shares as of and for the six months ended June 30, 2022.
Our unrestricted cash and cash equivalents comprise cash balances and short-term deposits with maturities of three months or less from the
date of acquisition that are subject to an insignificant risk of changes in their fair value and are used to manage short-term commitments. Marketable securities consisted primarily of investment-grade corporate bonds. Restricted cash and
non-current deposits comprises deposits pledged with banks as security in relation to the utilization of certain bank services, monies received and held in escrow in connection with certain contractual obligations and advances received in connection
with our electronic wallet or e-wallet services. Our cash and cash equivalents are primarily denominated in U.S. Dollars as well as in local currencies of the markets where we operate.
143
We believe that our current available cash and cash equivalents and our credit facilities
will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for a period of at least twelve months from the date hereof. We intend to finance our future working capital requirements and
capital expenditures from cash generated from operating activities, funds raised from financing activities, and funds raised in connection with the Business Combination. Our future capital requirements depend on many factors including our growth
rate, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, and the expansion of sales and marketing activities. Further, we may in the future enter into arrangements to
acquire or invest in businesses, products, services, and technologies. Therefore, we may decide to enhance our liquidity position or increase our cash reserve for future investments or operations through additional financing activities, which may
include further equity or debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating or
financial covenants that restrict our operations.
The following table sets forth a summary of our cash flows for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Six Months Ended June 30, |
|
|
Year Ended December 31, |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Net cash flow |
|
|
(2,161 |
) |
|
|
1,323 |
|
|
|
2,871 |
|
|
|
617 |
|
|
|
232 |
|
Net cash used in operating activities |
|
|
(717 |
) |
|
|
(303 |
) |
|
|
(938 |
) |
|
|
(643 |
) |
|
|
(2,112 |
) |
Net cash used in investing activities |
|
|
(1,241 |
) |
|
|
(700 |
) |
|
|
(2,757 |
) |
|
|
(318 |
) |
|
|
393 |
|
Net cash (used in)/provided by financing activities |
|
|
(203 |
) |
|
|
2,326 |
|
|
|
6,566 |
|
|
|
1,578 |
|
|
|
1,951 |
|
Operating Activities
Net cash used in operating activities was $717 million for the six months ended June 30, 2022, primarily consisting of $1.0 billion of
loss for the period, adjusted for certain non-cash items, which included $205 million finance cost mainly relating to fair value loss on investments, depreciation expense of $62 million, and non-cash share-based compensation expense of $231 million.
This was partially offset by $32 million finance income mainly related to interest income and foreign exchange gain. The net change in operating assets and liabilities are primarily the result of $168 million increase in trade and other receivables,
$11 million increase in deposits, and $36 million decrease in trade and other payables. Additionally, there was a $10 million charge for taxes paid.
Net cash used in operating activities was $303 million for the six months ended June 30, 2021, primarily consisting of $1.5 billion of
loss for the period, adjusted for certain non-cash items, which included $901 million finance cost mainly relating to convertible redeemable preference shares, non-cash amortization of intangible assets mainly relating to a non-compete agreement of
$117 million, depreciation expense of $53 million and non-cash share-based compensation expense of $140 million. This was partially offset by $61 million finance income mainly relating to fair value gain on investments and interest income. The net
change in operating assets and liabilities were primarily the result of a $50 million increase in trade and other payables, offset by $43 million decrease in trade and other receivables. Additionally, there was a $4 million charge for taxes paid.
Net cash used in operating activities was $938 million for the year ended December 31, 2021, primarily consisting of $3.6 billion of
loss for the year, adjusted for certain non-cash items, which included a $1.7 billion finance cost mainly relating to convertible redeemable preference shares, non-cash amortization of intangible assets mainly relating to a non-compete agreement of
$236 million, depreciation expense of $109 million, financial assets impairment of $19 million, non-cash share-based compensation expense of $357 million, listing expenses of $353 million and change in provisions of $15 million. This was offset by a
change in finance income mainly relating to interest income on our debt investments of $65 million. The net change in operating assets and liabilities are primarily the result of a $181 million increase in trade and other receivables and $83 million
increase in deposits, offset by a $137 million increase in trade and other payables. Additionally, there was a $3 million charge for taxes paid.
Net cash used in operating activities was $643 million for the year ended December 31, 2020, primarily consisting of $2.7 billion of loss
for the year, adjusted for certain non-cash items, which included a $1.5 billion finance cost mainly relating to convertible redeemable preference shares, non-cash amortization of intangible assets mainly relating to a non-compete agreement of $261
million, depreciation expense of $126 million, non-cash impairment of intangible assets and property, plant and equipment of $43 million, financial assets impairment of $63 million, non-cash share-based compensation expense of $54 million, a
non-cash charge to litigation provisions of $31 million, our share of loss of equity-accounted investees of $8 million, and loss on disposal of property, plant and equipment of $9 million. This was offset by a change in finance income mainly
relating to interest income on our debt investments of $53 million. The net change in operating assets and liabilities are primarily the result of a $31 million decrease in trade and other receivables and a $42 million increase in trade and other
payables. Additionally, there was a $7 million charge for taxes paid.
144
Net cash used in operating activities was $2.1 billion for the year ended December 31,
2019, primarily consisting of $4.0 billion of loss for the year, adjusted for certain non-cash items, which included a $1.1 billion finance cost mainly relating to convertible redeemable preference shares and amortization of intangible assets mainly
relating to a non-compete agreement of $538 million, depreciation expense of $109 million, non-cash impairment of intangible assets and property, plant and equipment of $60 million, financial assets impairment of $56 million and non-cash share-based
compensation expense of $34 million. This was offset by a change in finance income mainly relating to interest income on our debt investments of $85 million. The net change in operating assets and liabilities was primarily the result of a $75
million increase in trade and other receivables and a $181 million increase in trade and other payables. Additionally, there was a $8 million charge for tax paid.
Investing Activities
Net cash
used in investing activities was $1.2 billion for the six months ended June 30, 2022, primarily consisting of $1.0 billion for the purchase of other investments and $166 million for the acquisition of subsidiaries, net of cash acquired.
Additionally, $62 million was used for the purchases of property, plant and equipment, intangible assets and associate.
Net cash used in
investing activities was $700 million for the six months ended June 30, 2021, primarily consisting of $614 million for the purchase of other investments and placement of certain restricted cash deposits of $94 million. Additionally, $22 million
was used for the purchases of property, plant and equipment and intangible assets.
Net cash used in investing activities was $2.8 billion
for the year ended December 31, 2021, primarily consisting of $2.7 billion for the purchase of other investments and $16 million in share subscription in associates. Additionally, $85 million was used for the purchases of property, plant and
equipment and intangible assets. These were offset by proceeds from the sale of property, plant and equipment of $25 million, proceeds from sale of an associate of $8 million and cash interest received of $28 million.
Net cash used in investing activities was $318 million for the year ended December 31, 2020, primarily consisting of $359 million for the
purchase of investments and $30 million in the placement of certain restricted cash deposits. Additionally, $18 million used for the purchase of intangible assets and $22 million used for the purchases of property, plant and equipment were offset by
proceeds from the sale of property, plant and equipment of $63 million and cash interest received of $51 million.
Net cash from investing
activities was $393 million for the year ended December 31, 2019, primarily consisting of $579 million in proceeds from the sale of other investments, $79 million in cash interest received and $6 million in proceeds from the sale of property,
plant and equipment offset by $42 million for the purchase of intangible assets, $98 million for the purchases of property, plant and equipment, $32 million for the acquisition of subsidiaries and non-controlling interests and the placement of
certain fixed restricted cash deposits of $99 million.
Financing Activities
Net cash used in financing activities was $203 million for the six months ended June 30, 2022, primarily consisting of $39 million payment
of share listing and associated expenses, $149 million repayment of bank loans and $71 million interest paid, partially offset by $65 million in proceeds from bank loans.
Net cash provided by financing activities was $2.3 billion for the six months ended June 30, 2021, primarily consisting of $1.9 billion
in proceeds from bank loans, $262 million in proceeds from issuance of convertible redeemable preference shares, $217 million in proceeds from subscription of shares in subsidiaries by non-controlling interests and $44 million in proceeds from
exercise of share options, partially offset by $89 million repayment of bank loans.
Net cash provided by financing activities was $6.6
billion for the year ended December 31, 2021, primarily consisting of $4.4 billion in proceeds from the Business Combination, $2.0 billion in proceeds from borrowings, $463 million in proceeds from issuance of convertible redeemable preference
shares, and an additional $443 million in proceeds from subscription of shares in subsidiaries by non-controlling interests, $46 million from the proceeds of the exercising of share options, offset by $460 million in acquisition of non-controlling
interests without change in control, $176 million in the repayment of long and short-term debt, $24 million for the payment of lease liabilities, $23 million for deposits pledged and $108 million for cash interest paid.
Net cash provided by financing activities was $1.6 billion for the year ended December 31, 2020, primarily consisting of $1.4 billion in
proceeds from the issuance of convertible redeemable preference shares, and an additional $329 million attributed from proceeds from subscription of shares in a subsidiary by non-controlling interests, $5 million from the proceeds of the exercising
of share options and $8 million in proceeds from borrowings, offset by $106 million in the repayment of long and short-term debt, $30 million for the payment of lease liabilities and $17 million for cash interest paid.
145
Net cash provided by financing activities was $2.0 billion for the year ended
December 31, 2019, primarily consisting of $1.9 billion in proceeds from the issuance of convertible redeemable preference shares, $6 million from the proceeds of the exercising of share options and an additional $327 million from proceeds from
subscription of shares in a subsidiary by non-controlling interests, offset by $69 million in the repayment of long and short-term debt, $28 million for the payment of lease liabilities, $203 million for the acquisition of non-controlling interests
without change in control and $20 million for cash interest paid.
Capital Expenditures
Our capital expenditures amounted to $27 million, $85 million, $40 million and $140 million for the six months ended
June 30, 2022 and for the years ended December 31, 2021, 2020 and 2019, respectively. Our historical capital expenditures are primarily related to our facilities and procurement of our vehicles fleet, primarily across Singapore and
Indonesia. We expect to continue to make capital expenditures to meet the expected growth in scale of our business and expect that cash generated from our cash and cash equivalents following the Business Combination Transactions and cash from
operating activities and financing activities may be used to meet our capital expenditure needs in the foreseeable future.
Indebtedness
The following table shows the amount of our total consolidated short-term and long-term debt outstanding as of June 30, 2022 and as of
December 31, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
As of June 30, |
|
|
As of December 31, |
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
Current maturities of long-term liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans and term loans |
|
|
153 |
|
|
|
122 |
|
|
|
121 |
|
Long-term liabilitiesnet of current maturities |
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans and term loans |
|
|
2,015 |
|
|
|
1,930 |
|
|
|
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,168 |
|
|
|
2,052 |
|
|
|
212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We entered into a $2.0 billion senior secured term loan B facility (the Term Loan B Facility) in
January 2021. Borrowings under the Term Loan B Facility bear interest at a floating rate equal to either, at our option, (i) a base rate, subject to a 2.00% floor, plus a margin of 3.50% per annum or (ii) a Eurodollar rate, subject to
a 1.00% floor, plus a margin of 4.50% per annum. The Term Loan B Facility matures on January 29, 2026, and requires quarterly principal payments of 0.25% of the original principal amount per quarter through December 31, 2025, with any
remaining balance payable on January 29, 2026. The term loan credit agreement in connection with the Term Loan B Facility contains certain affirmative and negative covenants applicable to us and certain of our subsidiaries, including, among
other things, restrictions on indebtedness, liens and fundamental changes. The Term Loan B Facility is secured by substantially all assets of GHI and certain of its subsidiaries and all proceeds and products of the foregoing. The Term Loan B
Facility proceeds may be used for general corporate purposes of GHI and certain of its subsidiaries. As of June 30, 2022, $1.8 billion in principal amount and accrued interest was outstanding under the Term Loan B Facility.
As of June 30, 2022, we and our subsidiaries had available credit facilities of an aggregate of $2.1 billion, of which $2.1 billion was
drawn and outstanding. From time to time, we may also decide to refinance our indebtedness, including the Term Loan B Facility. Other than the Term Loan B Facility, a majority of these facilities are secured against vehicles rented to
driver-partners through our rental business in Malaysia, Singapore and Indonesia. These financings are on an arms-length terms with an average duration of five years and interest rates of up to 11.50%. These facilities are denominated in local
currencies with local financial institutions and leasing companies and contain customary affirmative and negative covenants applicable to Grab and/or certain of our subsidiaries, including, among other things, restrictions on indebtedness, liens,
and fundamental changes. Among such facilities is an aggregate of approximately $30 million (the Maybank Facilities) entered into based on letters of blanket hire purchase facility with Malayan Banking Berhad, by one of our subsidiaries,
Grab Rentals Pte. Ltd., of which approximately $28 million was drawn and outstanding as of June 30, 2022. The Maybank Facilities are secured against vehicles we rent to driver-partners in Singapore and have tiered interest rates ranging between
1.8% and 2.08% with an average duration of five years. In addition, one of our subsidiaries, Jaya Grocer Holdings Sdn. Bhd., has entered into facilities with an aggregate of approximately $17 million (the Maybank Islamic Facilities) with
Malayan Islamic Berhad, of which approximately $12 million was drawn and outstanding as of June 30, 2022. The Maybank Islamic Facilities are secured by a corporate guarantee from the subsidiary and carry interest rates based on cost of funds plus
1.25% to 1.5%, or base financing rate, with an average duration of five years.
Contractual and Other Obligations
The following table summarizes our contractual obligations and commitments as of June 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, unless otherwise stated) |
|
Payments Due by Period |
|
|
|
Total |
|
|
Less than 1 year |
|
|
1-5 years |
|
|
More than 5 years |
|
Bank loans and term loans(1) |
|
|
2,441 |
|
|
|
220 |
|
|
|
2,221 |
|
|
|
|
|
Lease liabilities commitments |
|
|
233 |
|
|
|
35 |
|
|
|
84 |
|
|
|
114 |
|
Non-cancelable purchase
obligations(2) |
|
|
681 |
|
|
|
483 |
|
|
|
198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations |
|
|
3,355 |
|
|
|
738 |
|
|
|
2,503 |
|
|
|
114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
(1) |
Each item includes expected interest payments. |
(2) |
Non-cancelable purchase obligations primarily pertain to the purchase of onboarding, data processing and
technology platform infrastructure services. |
146
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships
with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes.
Internal Control over Financial Reporting
In connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2020 and 2019 in
accordance with the standards established by the PCAOB, we and our independent registered public accounting firm identified three material weaknesses in our internal control over financial reporting. As defined in standards established by the PCAOB,
a material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements
will not be prevented or detected on a timely basis.
The material weaknesses identified related to (i) improper revenue recognition
conclusions with respect to OVO that resulted in a material overstatement of revenue and expenses in our consolidated financial statements that were previously audited under International Standards on Auditing as a private company; (ii) the
review process over assumptions and inputs used in several key accounting estimates; (iii) not having a sufficient number of personnel with an appropriate level of IFRS accounting skills, SEC reporting knowledge and experience and training in
internal control over financial reporting.
During 2021 we implemented with the supervision of our Chief Executive Officer and our Chief
Financial Officer and our Audit Committee the below remediation measures to remediate the aforementioned material weaknesses. To remedy our identified material weaknesses and control deficiencies, we have adopted several measures to improve our
internal control over financial reporting, including: (i) evaluating our existing communication channels and making improvements to ensure a higher level of collaboration and compliance with our accounting policies at the subsidiary level;
(ii) designing and implementing management review controls, including establishing proper precision levels at which the management review controls should operate and the timing of when controls should be performed; and (iii) performing a
resource and skills gap analysis within our existing finance organization, implementing regular and consistent accounting and financial reporting training programs for our accounting and financial reporting personnel and recruiting more qualified
personnel equipped with relevant experience and qualifications to strengthen the financial reporting function and setting up a financial and system control framework.
The improvements that we have implemented to remediate the material weaknesses have largely been put in place towards the end of 2021. When
fully implemented and operational, we believe these measures will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. As we continue to evaluate and work to improve our internal control
over financial reporting, we may take additional measures to address control deficiencies or we may modify certain of the remediation measures described above. These material weaknesses will not be considered fully remediated until the applicable
remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses.
Material weaknesses may still exist when we report in the future on the effectiveness of our internal control over financial reporting as required by reporting requirements under Section 404 of the Sarbanes-Oxley Act.
Holding Company Structure
The parent
company of our group, Grab Holdings Limited, is a Cayman Islands incorporated investment holding company. It facilitates group treasury activities and international financial transactions such as fund raising but does not have substantive business
operations. We conduct our operations in Southeast Asia primarily through our subsidiaries and consolidated affiliated entities. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries and consolidated affiliated
entities. If our existing or future subsidiaries or consolidated affiliated entities incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
147
In addition, as determined in accordance with local regulations, our subsidiaries and
consolidated affiliated entities in certain Southeast Asian markets may be restricted from paying us dividends offshore or from transferring a portion of their assets to us, either in the form of dividends, loans or advances, unless certain
requirements are met and regulatory approvals are obtained. Even though we currently do not require any such dividends, loans or advances from our entities for working capital and other funding purposes, we may in the future require additional cash
resources from them due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to our shareholders.
Certain of the markets in which we have significant subsidiaries or consolidated affiliated entities, including Indonesia and Thailand,
require those subsidiaries or consolidated affiliated entities to establish and fund statutory reserves. Indonesian laws require a limited liability company to reserve an unspecified amount from its net profit in any year for which the balance of
retained earnings is positive as a reserve fund until such fund amounts to at least 20% of its issued and paid up capital. Regulations in Thailand require a private limited liability company to allocate at least 5% of its retained earnings into a
legal reserve fund at the time the dividend is paid until and unless the legal reserve fund reaches 10% of the companys registered capital. The legal reserve is not available for dividend distribution.
Quantitative and Qualitative Disclosure about Market Risks
We are exposed to market risks in the ordinary course of our business. These risks primarily include credit risk, foreign currency risk and
interest rate risk.
Credit Risk
We are exposed to credit risk from our operating activities and from our financing activities, which arises principally from our trade
receivables, loans and advances to customers or consumers, deposits and cash and cash equivalents. With respect to trade receivables, we are not exposed to a major default risk from a single customer, and we actively monitor and manage credit risk
by performing credit checks and optimizing the payment process. With respect to our loans and advances to customers, our credit risk mainly pertains to term loans provided to borrowers. We closely monitor credit quality for the loans and advances to
manage and evaluate our related exposure to credit risk, and such efforts begin with initial underwriting and continue through to full repayment of a loan or advance. We have developed risk models using detailed information from internal historical
experience, including customers prior repayment histories with us, to assess customer requests for a loan or advance. We also use delinquency status and trends and other indicators to assist in making new and ongoing credit decisions, adjust
models and plan collection practices and strategies. With respect to our financial instruments, our deposits and cash and cash equivalents are all held with reputable bank and financial institution counterparties.
Foreign Currency Risk
We are
exposed to foreign exchange risk on transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables and borrowings that are denominated in a currency other than the respective
functional currencies of our entities, including Singapore Dollars, Indonesian Rupiah, Thai Baht, Malaysian Ringgit, Vietnamese Dong and Philippine Pesos, among other currencies. The functional currencies of our entities are primarily the currency
of the country in which the entity operates. The currencies in which these transactions primarily are denominated are also in the currency in which the entity operates. Accordingly, changes in exchange rates are reflected in reported income and loss
from our international businesses included in our consolidated statements of profit or loss. A continued strengthening of the U.S. dollar would therefore reduce reported revenue and expenses from our international businesses included in our
consolidated statements of profit or loss.
Interest on external borrowings is denominated in the currency of the borrowing. Generally,
our entities external borrowings are denominated in currencies that match the cash flows generated by the underlying operations, which is also the currency of the country in which the entity operates.
Based on the above, we believe we are not exposed to significant currency transactional foreign currency risk. We may in the future, enter
into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the impact hedging activities would have on our results of operations.
Translation Exposure
We are also
exposed to foreign exchange rate fluctuations as we translate the financial statements of our subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the translation adjustments resulting from the
conversion of the financial statements of our subsidiaries into U.S. dollars would result in a gain or loss recorded as a component of accumulated other comprehensive income (loss).
148
Interest Rate Risk
Our main interest rate risk arises from long-term borrowings with variable rates, which expose us to cash flow interest rate risk. Our
borrowings at variable rate are mainly denominated in U.S. Dollars and Singapore Dollars. The borrowings are periodically contractually repriced and to the extent are also exposed to the risk of future changes in market interest rates. Therefore,
fluctuations in interest rates will impact our consolidated financial statements. A rising interest rate environment will increase the amount of interest paid on these loans. As an example, for the $2 billion Term Loan B Facility, a hypothetical 100
basis point increase in LIBOR, over and above the 1.00% floor, would increase our interest expense by $20 million. At this time, we do not, but we may in the future, enter into derivatives or other financial instruments to hedge our interest rate
risk and provide certainty to our fixed obligations.
Critical Accounting Estimates
Our consolidated interim and annual financial statements are prepared in accordance with IAS 34 Interim Financial Reporting and IFRS,
respectively. The preparation of these consolidated interim and annual financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. See Notes
3.3 and 4.1 to our consolidated interim and annual financial statements, respectively, included elsewhere in this report for additional information on our critical accounting estimates and policies.
149
MANAGEMENT
The following table sets forth certain information relating to our executive officers and directors as of the date of this prospectus. Our
board of directors is comprised of six directors.
|
|
|
|
|
Name |
|
Age |
|
Position/Title |
Anthony Tan Ping Yeow |
|
40 |
|
Founder, Chairman and Chief Executive Officer |
Tan Hooi Ling |
|
38 |
|
Founder and Director |
Maa Ming-Hokng |
|
45 |
|
President |
Alex Hungate |
|
56 |
|
Chief Operating Officer |
Peter Oey |
|
51 |
|
Chief Financial Officer |
Ong Chin Yin |
|
48 |
|
Chief People Officer |
Suthen Thomas Paradatheth(1) |
|
40 |
|
Group Chief Technology Officer |
John Rogers |
|
54 |
|
Independent Director |
Dara Khosrowshahi |
|
53 |
|
Independent Director |
Ng Shin Ein |
|
48 |
|
Independent Director |
Oliver Jay |
|
38 |
|
Independent Director |
(1) |
with effect from October 1, 2022 |
Anthony Tan Ping Yeow is our co-founder and has served as our Group Chief Executive Officer since our founding in 2012. Mr. Tan
was named among Fortunes 40 under 40 in 2016 and 2018, The Bloomberg 50 in 2017, Fast Companys 100 Most Creative People in 2018 and Fortunes Worlds 50 Greatest Leaders list in 2021. He was also awarded the Nikkei Asia Prize
in 2020. Mr. Tan received an MBA from Harvard Business School in 2011 and a B.A. with honors in economics and public policy from the University of Chicago in 2004. In his personal capacity, he supports a range of causes in the region such as
Transform Cambodia, which rescues and protects street children and offers them healthcare, education and life skills.
Tan Hooi
Ling is our co-founder and, following her graduation from Harvard Business School in mid-2011 through the end of 2011, helped build and run our team in connection with the incorporation and launching of our business. Ms. Tan returned to our
company in April 2015 and served as our Chief Operating Officer until January 2022, overseeing critical pillars of our operations, including corporate strategy, technology (product, design, engineering, data science and analytics), user experience
and people operations. Ms. Tan led high priority strategic and operational projections at Salesforce from February 2013 to March 2015, specializing in corporate strategy, corporate operations, pricing intelligence and monetization. Ms. Tan
was previously a consultant at McKinsey & Company from January 2012 to January 2013 as an Associate, and from October 2006 to June 2009 as a Business Analyst, advising global corporations in Southeast Asia, North America, Latin America and
Australia on corporate strategy and operations. Ms. Tan sits on the board of Wise (formerly TransferWise). Ms. Tan received an MBA from Harvard Business School in 2011 and a bachelor of engineering (mechanical) degree from the University
of Bath in 2006.
Maa Ming-Hokng has served as our Group President since September 2016, and is responsible for corporate
development activities, including strategic partnerships and investment opportunities, managing our overall capital structure, and other corporate activities. Prior to joining us, Mr. Maa was responsible for Investments and M&A at Softbank
from July 2014 to September 2016, where he helped oversee SoftBanks investments in leading companies in the ride-sharing and e-commerce industries, including Softbanks April 2015 Series D investment in Grab and additional Series F
investment in September 2016. From June 2012 to June 2014, Mr. Maa was a Principal at Ancora Capital Management Pte Ltd, an Indonesian private equity firm focused on middle market growth equity investments. From August 2000 to June 2012,
Mr. Maa was a Vice President at Goldman Sachs Merchant Banking Division, the firms global private equity group, and was based in Tokyo, New York and San Francisco. At Goldman Sachs, Mr. Maa managed investments across a wide
spectrum of industries and served on the boards of several technology and media companies. From 1998 to 2000, Mr. Maa was an advanced computer systems engineer at the National Aeronautics and Space Administration (NASA). Mr. Maa received a
masters of science degree in 2000 and a bachelor of science degree in 1999, both in computer science and electrical engineering, from the Massachusetts Institute of Technology.
Alex Hungate has served as our Chief Operating Officer since January 2022, with responsibility for leading the Mobility, Deliveries and
Financial Services businesses across the group. Prior to joining us, Mr. Hungate served as President and Chief Executive Officer of SATS (SGX S58), with responsibility for leading the SATS group, where he had served since January 2014.
Mr. Hungate joined the SATS board of directors as an independent director in July 2011, before becoming an executive director and a member of the boards executive committee in July 2013. From August 2010 to July 2013, Mr. Hungate
served as Chief Executive Officer of HSBC Singapore. Mr. Hungate joined HSBC in 2007 as Group Managing Director of Personal Financial Services and Marketing, based in London. Mr. Hungate also served as the Managing Director, Asia Pacific
for Reuters, based in Hong Kong, from August 2005 to August 2007. Between 1994 and 2005, Mr. Hungate was based in New York with Reuters where he held various roles, including Co-Chief Executive Officer, Americas and Global Chief Marketing
Officer. From September 1989 to July 1991, Mr. Hungate worked at Booz, Allen & Hamilton, a strategy consultancy, in London. Mr. Hungate serves as a board member of the Singapore Economic Development Board (EDB) and is also a
member of the Future Economy Council. Mr. Hungate received a degree in engineering, economics and management from Oxford University in 1989 and graduated as a Baker Scholar from the MBA program at Harvard Business School in 1993.
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Peter Oey has served as our Chief Financial Officer since April 2020 and leads
financial operations, corporate accounting and reporting, treasury, financial planning and analysis, investor relations, tax, Sarbanes-Oxley Act compliance and procurement. Prior to joining us, Mr. Oey served as Chief Financial Officer of
LegalZoom.com, Inc., a platform of online legal solutions for small businesses and individuals, from December 2014 to April 2020. From March 2012 to November 2014, Mr. Oey served as Chief Financial Officer of Mylife.com, a U.S. consumer
internet business. Between December 1996 and March 2012, Mr. Oey held several financial leadership positions at Activision Blizzard, Inc., a NASDAQ-listed interactive entertainment company, including serving as Vice President and Corporate
Controller from February 2005 to March 2012, Senior Director of Finance, Europe from July 2000 to October 2001 and Director of FinanceAsia Pacific from December 1996 to June 2000. Mr. Oey received a bachelors degree in economics
with a major in accounting from the University of Sydney in 1991 and is a certified practicing accountant registered in Australia.
Ong
Chin Yin has served as our Chief People Officer since November 2015, and leads the People Operations, Grabber Technology Solutions, Corporate Real Estate and Security teams. Prior to joining us, Ms. Ong was Regional HR DirectorAsia,
Middle East & Africa for DXC Technology from July 2014 to October 2015. Previously, Ms. Ong was Head of HRAsia Pacific for Orange Business Services from December 2007 to June 2014. From 2005 to 2007, Ms. Ong was Director of
Human Resources, Asia Pacific for F5 Networks. From 2003 to 2005, Ms. Ong was HR Manager, Greater China for Hyperion Solutions (acquired by Oracle). Ms. Ong obtained a Bachelor of Social Science (with Honors) and Psychology degree from the
National University of Singapore in 1997.
Suthen Thomas Paradatheth has been appointed as our Group Chief Technology Officer
(GCTO) effective October 1, 2022. He will oversee our technology teams across deliveries, mobility and financial services businesses, and will be responsible for driving Grabs technology vision, strategy and execution across the entire
company. Mr. Paradatheth will play a critical role in optimizing Grabs superapp synergies to drive sustainable growth and create greater value, convenience and efficiencies for consumers and partners. Prior to this, he was the Chief Technology
Officer of Mobility, Automation and Platform Excellence, Deliveries, and Experiences. He was also our first technical lead when we were founded in 2012. Throughout his time at Grab, he led the development of many Grab products and platforms, which
supported the rapid growth of our deliveries and mobility services. He also held operational leadership roles and founded the business operations team. Mr. Paradatheth received a bachelors degree in computer software engineering from
Multimedia University in 2005, where he graduated with First Class Honors. He also received a masters degree in Public Policy in 2015 from the Harvard Kennedy School on a twin Fullbright Scholarship and Khazanah Global Scholarship.
John Rogers has served on our board of directors since December 2021. Mr. Rogers has served as Chief Financial Officer of WPP plc
and a member of its Board of Directors since February 2020. Mr. Rogers joined WPP plc from J Sainsbury plc where he served as Chief Executive Officer of Sainsburys Argos from September 2016 to October 2019, leading its integration into
the Sainsburys business and its digital transformation into one of the UKs leading online retailers. Prior to his appointment as Chief Executive Officer of Sainsburys Argos, Mr. Rogers was Chief Financial Officer of J
Sainsbury plc from July 2010 to September 2016, responsible for its business strategy, new business development, Sainsburys Online and Sainsburys Bank, in addition to its core finance functions. He was a member of the J Sainsburys
plc Board and the Sainsburys Bank Plc Board from July 2010 to October 2019. During his career at J Sainsbury plc, Mr. Rogers also held the positions of Property Director from 2008 to 2010, Director of Group Finance from 2007 to 2008 and
Director of Corporate Finance from 2005 to 2007. Mr. Rogers was Group Finance Director of Hanover Acceptances Ltd from 1999 to 2005 and has held senior positions with Monitor Company from 1997 to 1999 and Arthur Andersen from 1991 to 1996.
Mr. Rogers has served as a director of Kantar, one of the worlds leading data, insights and consultancy companies since January 2020. Mr. Rogers is also a member of The Princes Advisory Council for Accounting for Sustainability
and sits on the UK Retail Sector Council, which acts as a point of liaison between the UK Government and retail sector. Mr. Rogers obtained a Master of Engineering and Associateship of the City and Guilds of London Institute in Electrical
Engineering from Imperial College London in 1991 and a Master of Business Administration from INSEAD in 1997.
Dara Khosrowshahi
has served on GHIs and then our board of directors since March 2018. Mr. Khosrowshahi has served as Chief Executive Officer of Uber since September 2017. Previously, Mr. Khosrowshahi served as President and Chief Executive Officer of
Expedia, Inc., an online travel company, from August 2005 to August 2017. From August 1998 to August 2005, Mr. Khosrowshahi served in several senior management roles at IAC/InterActiveCorp, a media and internet company, including Chief
Executive Officer of IAC Travel, a division of IAC/InterActiveCorp, from January 2005 to August 2005, Executive Vice President and Chief Financial Officer of IAC/InterActiveCorp from January 2002 to January 2005, and as IAC/ InterActiveCorps
Executive Vice President, Operations and Strategic Planning, from July 2000 to January 2002. Mr. Khosrowshahi worked at Allen & Company LLC from 1991 to 1998, where he served as Vice President from 1995 to 1998. Mr. Khosrowshahi
currently serves on the board of directors of Uber and Expedia Group. Mr. Khosrowshahi previously served as a member of the supervisory board of trivago, N.V., a global hotel search company, from December 2016 to September 2017, and previously
served on the board of directors for the following companies: The New York Times Company, a news and media company, from May 2015 to September 2017, and TripAdvisor, Inc., an online travel company, from December 2011 to February 2013.
Mr. Khosrowshahi obtained a B.S. in Electrical and Electronics Engineering from Brown University in 1991.
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Ng Shin Ein has served on GHIs and then our board of directors since November
2020. Ms. Ng has served as a member of the board of directors of Starhub Limited, a telecom company listed on Singapore Exchange Limited (SGX), since September 2018. Ms. Ng has served as a member of the board of directors of
Singapore Land Group Limited, a real estate company listed on the SGX, since January 2022. Ms. Ng has served as a member of the board of directors of CSE Global Limited, a global technology company listed on the SGX, since July 2020.
Ms. Ng has served as a member of the board of directors of Avarga Limited, an investment holding company listed on the SGX with businesses in Southeast Asia and Canada focused on paper, power generation and building materials, since April 2013.
Ms. Ng has also previously served as a member of the board of directors of NTUC Fairprice Cooperative Limited, a supermarket retailer, from 2008 to 2017, Eu Yan Sang Limited, a wellness company listed on the SGX from 2011 to 2016, and Yanlord
Land Limited, a real estate company listed on the SGX from 2006 to 2021, respectively. She also served on the board of directors of Dreamscape Networks Limited, an Australian Securities Exchange (ASX)-listed technology company from 2018 to 2019,
before it was acquired. Ms. Ng co-founded and served as managing partner of Gryphus Capital Management Pte Ltd, a pan-Asian private equity firm in 2010. From 2003 to 2006, Ms. Ng worked at the SGX and also served on the IPO Approval
Committee. Ms. Ng was admitted as an advocate and solicitor of the Singapore Supreme Court in 1998 and practiced as an M&A lawyer in Messrs. Lee & Lee. Ms. Ng also serves as Singapores Non-Resident Ambassador to the
Republic of Hungary, a post she has held since 2015, and has served on the Board of Governors of the Singapore International Foundation since 2016. Ms. Ng holds a Bachelor of Laws (Honours) from Queen Mary and Westfield College, University of
London, obtained in 1996 and a Postgraduate Diploma in Singapore Law from the National University of Singapore, obtained in 1997.
Oliver Jay has served on GHIs and then our board of directors since May 2015. From November 2016 to February 2022, Mr. Jay
served as Chief Revenue Officer at Asana, a work management platform that helps teams organize, track, and manage their work, overseeing the companys sales organization and international expansion efforts. From 2012 to October 2016,
Mr. Jay worked at Dropbox, a cloud storage service that helps users create, access and share content, where he built and led the North America Online and Inside Business Sales teams and later served as the Head of Asia Pacific and Latin
America. Mr. Jay received a B.A. from the University of Pennsylvania in 2005 and an MBA from Harvard Business School in 2011.
Board of Directors
Our board of directors consists of six directors as of the date of this prospectus. Of these six directors, four are independent.
These four independent directors were selected and approved by GHIs nominating committee through a process that sought to find diversity of experience, expertise and perspectives, as well as deep understandings of different businesses,
practices and markets relevant to our operations. The number of directors may be increased to up to nine or reduced to any number smaller than nine, if and as determined by the holders of a majority of the Class B Ordinary Shares, voting
exclusively and as a separate class. A director may vote in respect of any contract or transaction in which he/she is interested provided that the nature of the interest of any director in any such contract or transaction is disclosed at or prior to
its consideration and any vote thereon, and such director may be counted in the quorum at any meeting of directors at which any such contract or transaction is considered. A director who is interested in a contract or proposed contract with us must
declare the nature of his or her interest at a meeting of the directors. No non-employee director has a service contract with us that provides for benefits upon termination of service.
Board Diversity Matrix
The table below
sets forth the board diversity matrix of our board of directors as of the date of this prospectus pursuant to NASDAQs Board Diversity Rule.
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Board Diversity Matrix (as of September 22, 2022) |
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Country of Principal Executive Offices: |
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Singapore |
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Foreign Private Issuer |
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Yes |
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Disclosure Prohibited under Home Country Law |
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No |
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Total Number of Directors |
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6 |
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Female |
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Male |
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Non- Binary |
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Did Not Disclose Gender |
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Part I: Gender Identity |
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Directors |
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2 |
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4 |
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0 |
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0 |
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Part II: Demographic Background |
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Underrepresented Individual in Home Country Jurisdiction |
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0 |
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LGBTQ+ |
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0 |
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Did Not Disclose Demographic Background |
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1 |
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Duties of Directors
Under the laws of the Cayman Islands, directors have a fiduciary duty to act honestly in good faith with a view to the companys best
interests. Our directors also have a duty to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. A shareholder has the right to seek damages if a duty owed by the directors is breached.
Terms of Directors and Executive Officers
A majority of our directors are nominated and appointed by the holders of Class B Ordinary Shares voting exclusively and as a separate
class. The balance of our directors is elected by the holders of Class A Ordinary Shares and Class B Ordinary Shares voting together as a single class. No director is subject to a term of office and each will hold office until the earliest
to occur of the following: (a) the directors successor has been elected; (b) the director dies, becomes bankrupt or makes any arrangement or composition with his or her creditors; (c) (i) with respect to any director other than
Mr. Tan, a licensed medical practitioner who has evaluated that director gives a written opinion to us stating he or she has become physically or mentally incapable of acting as a director and may remain so for more than three months or
(ii) with respect to Mr. Tan, a licensed medical practitioner determines that Mr. Tan has a permanent and total disability so that he is unable to engage in any substantial gainful activity by reason of any medically determinable
mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months; (d) such director resigns his or her office by notice in writing to us; or
(e) such director is removed as described in the following paragraph.
Any director may be removed from office at any time before the
expiration of his or her term by ordinary resolution of the holders of Ordinary Shares voting together as a single class; provided that any Class B Director may be removed only by the holders of Class B Ordinary Shares, voting exclusively
and as a separate class.
Our officers are elected by and serve at the discretion of the board of directors.
Board Committees
Our board of directors
has an audit committee, a compensation committee and a nominating committee. Each committees members and functions are described below.
Audit
Committee
The audit committee consists of John Rogers, Ng Shin Ein and Oliver Jay. Ng Shin Ein is the chairperson of the audit
committee. John Rogers satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of John Rogers, Ng Shin Ein and Oliver Jay satisfies the requirements for an independent
director within the meaning of the NASDAQ listing rules and the criteria for independence set forth in Rule 10A-3 of the Exchange Act.
The audit committee oversees our accounting and financial reporting processes. The audit committee is responsible for, among other things:
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overseeing the relationship with our independent auditors, including: |
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appointing, retaining and determining the compensation of our independent auditors; |
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approving auditing and pre-approving non-auditing services permitted to be performed by the independent auditors;
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discussing with the independent auditors the overall scope and plans for their audits and other financial
reviews; |
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reviewing at least annually the qualifications, performance and independence of the independent auditors;
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reviewing reports from the independent auditors regarding all critical accounting policies and practices to be
used by us and all other material written communications between the independent auditors and management; and |
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reviewing and resolving any disagreements between management and the independent auditors regarding financial
controls or financial reporting; |
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overseeing the internal audit function, including conducting an annual appraisal of the internal audit function,
reviewing and discussing with management the appointment of the head of internal audit, at least quarterly meetings between the chairperson of the audit committee and the head of internal audit, reviewing any significant issues raised in reports to
management by internal audit and ensuring that there are no unjustified restrictions or limitations on the internal audit function and that it has sufficient resources; |
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reviewing and recommending all related party transactions to our board of directors for approval, and reviewing
and approving all changes to our related party transactions policy; |
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reviewing and discussing with management the annual audited financial statements and the design, implementation,
adequacy and effectiveness of our internal controls; |
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overseeing risks and exposure associated with financial matters; and |
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establishing and overseeing procedures for the receipt, retention and treatment of complaints received from our
employees regarding accounting, internal accounting controls or audit matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting, auditing and internal control matters. |
Compensation Committee
The
compensation committee consists of Mr. Tan, Ng Shin Ein and Oliver Jay. Oliver Jay is the chairperson of the compensation committee. Each of Ng Shin Ein and Oliver Jay satisfies the requirements for an independent director within
the meaning of the NASDAQ listing rules.
The compensation committee is responsible for, among other things:
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reviewing at least annually the goals and objectives of our executive compensation plans, and amending, or
recommending that our board of directors amend, these goals and objectives if the committee deems it appropriate; |
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reviewing at least annually our executive compensation plans in light of our goals and objectives with respect to
such plans, and, if the committee deems it appropriate, adopting, or recommending to our board of directors the adoption of, new, or the amendment of existing, executive compensation plans; |
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evaluating at least annually the performance of our executive officers in light of the goals and objectives of
our compensation plans, and determining and approving the compensation of such executive officers, provided that Mr. Tan shall not participate in such determination and approval relating to him personally; |
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evaluating annually the appropriate level of compensation for our board of directors and committee service by
non-employee directors; |
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reviewing and approving any severance or termination arrangements to be made with any executive officer, provided
that Mr. Tan shall not participate in such determination and approval relating to him personally; |
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reviewing perquisites or other personal benefits to executive officers and directors and recommend any changes to
our board of directors; and |
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administering our equity plans. |
Nominating Committee
The
nominating committee consists of Mr. Tan and Oliver Jay. Mr. Tan is the chairperson of the nominating committee. The nominating committee assists the board of directors in evaluating nominees other than the Class B Directors to the
board of directors and its committees. In addition, the nominating committee is responsible for, among other things:
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reviewing annually with the board of directors the characteristics such as knowledge, skills, qualifications,
experience and diversity of directors other than the Class B Directors; |
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overseeing director training and development programs; and |
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advising the board of directors periodically with regards to significant developments in the law and practice of
corporate governance as well as compliance with applicable laws and regulations, and making recommendations to the board of directors on all matters of corporate governance and on any remedial action to be taken. |
Foreign Private Issuer Status
We are an
exempted company limited by shares incorporated in 2021 under the laws of the Cayman Islands. We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Under Rule 405 of the Securities Act, the determination of
foreign private issuer status is made annually on the last business day of an issuers most recently completed second fiscal quarter. For so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the
Exchange Act that are applicable to U.S. domestic public companies, including:
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the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on
Form 8-K with the SEC; |
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the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect
of a security registered under the Exchange Act; |
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the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading
activities and liability for insiders who profit from trades made in a short period of time; and |
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the selective disclosure rules by issuers of material nonpublic information under Regulation Fair Disclosure, or
Regulation FD, which regulates selective disclosure of material non-public information by issuers. |
We are required to
file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we currently publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of NASDAQ. Press
releases relating to financial results and material events are also furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC is less extensive and less timely compared to that required to be filed
with the SEC by U.S. domestic issuers. Accordingly, our shareholders receive less or different information about us than a shareholder of a U.S. domestic public company would receive.
We are a non-U.S. company with foreign private issuer status and are listed on NASDAQ. NASDAQ market rules permit a foreign private issuer
like us to follow the corporate governance practices of our home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from NASDAQ corporate governance listing standards. Among
other things, we are not required to have:
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a majority independent board of directors; |
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a compensation committee consisting of independent directors; |
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a nominating committee consisting of independent directors; or |
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regularly scheduled executive sessions with only independent directors each year. |
Although not required and as may be changed from time to time, we have a majority-independent board of directors, a majority-independent
compensation committee and a nominating committee. Subject to the foregoing, we intend to rely on the exemptions listed above. As a result, you may not be provided with the benefits of certain corporate governance requirements of NASDAQ applicable
to U.S. domestic public companies.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We seek to conduct business
ethically, honestly, and in compliance with applicable laws and regulations. Our Code of Business Conduct and Ethics sets out the principles designed to guide our business practicescompliance, integrity, respect and dedication. The code
applies to all directors, officers, employees and extended workforce, including the Founder, Chairman and Chief Executive Officer, Chief Operating Officer, President, Chief Financial Officer and Chief People Officer. Relevant sections of the code
also apply to members of our board of directors. We expect our suppliers, contractors, consultants, and other business partners to follow the principles set forth in our code when providing goods and services to us or acting on our behalf.
Compensation of Directors and Executive Officers
In 2021, we paid an aggregate of S$4.6 million (approximately $3.5 million) in cash compensation and benefits in kind to our executive
officers as a group. Our executive officers do not receive pension, retirement or other similar benefits, and we have not set aside or accrued any amount to provide such benefits to our executive officers. Our subsidiaries in Singapore are required
by the applicable laws and regulations of Singapore to make contributions, as employers, to the Central Provident Fund for all employees (including our executive officers) who are employed under a contract of service by our Singapore subsidiaries as
prescribed under the Central Provident Fund Act 1953. The contribution rates vary, depending on the age of the employee, and whether such employee is a Singapore citizen or permanent resident (contributions are not required or permitted in respect
of a foreigner on a work pass). We did not pay any cash compensation to our independent directors in 2021.
For information regarding
share awards granted to our directors and executive officers, see Share Incentive Plans.
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Employment Agreements and Indemnification Agreements
Mr. Tan is party to an employment agreement with us. Under the employment agreement, Mr. Tan serves as Founder, Chairman and Chief
Executive Officer of the Company. The employment agreement provides for an initial term of employment of three years, with automatic two-year renewals, upon mutual agreement between the parties on the terms and conditions of such renewal, and
subject to earlier termination due to Mr. Tans death or disability, a termination by us with or without cause, or a resignation by Mr. Tan with or without good reason. In the event that Mr. Tans employment is terminated by
us without cause, Mr. Tan resigns with good reason, or Mr. Tans employment is terminated due to his death or disability, Mr. Tan would be entitled to receive certain severance payments and benefits from us, subject to his
entrance into an effective mutual release of claims and continued compliance with any applicable post-termination restrictive covenants (other than in the case of his death). Mr. Tans employment agreement also includes certain restrictive
covenants, which include confidentiality and non-disclosure restrictions, non-competition and non-solicitation restrictions that apply during the term and for certain periods following specified terminations of employment, an inventions assignment
provision, and certain rights to indemnification by us.
Each of the other executive officers is party to an employment agreement with
GrabTaxi Holdings Pte. Ltd., a subsidiary of the Company in Singapore. The employment of the other executive officers under these employment agreements is for an indefinite period, but may be terminated by the employer for cause at any time without
advance notice or for any other reason by giving prior written notice or by paying certain compensation, and the executive officer may terminate his or her employment at any time by giving the employer prior written notice. The employment agreements
with the other executive officers also include confidentiality and non-disclosure restrictions and non-competition and non-solicitation restrictions that apply during employment for certain periods following termination of employment.
We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to
indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or executive officer of the Company.
Share Incentive Plans
2018 Equity Incentive Plan
In March 2018, GHIs board of directors adopted, and its shareholders approved the GHI 2018 Equity Incentive Plan (the
2018 Plan), which was most recently amended and restated in April 2019 and further amended in April 2021. The 2018 Plan provided for the issuance of up to an aggregate of 268,473,005 GHI Ordinary Shares, and as of December 1, 2021,
under the 2018 Plan, 51,805,306 GHI Ordinary Shares remained available for grant, and options to purchase 40,750,290 GHI Ordinary Shares, RSUs underlying 51,343,196 GHI Ordinary Shares, and restricted shares with respect to 24,900,000 GHI Ordinary
Shares were outstanding. Following the consummation of the Business Combination, no further awards were granted under the 2018 Plan. In addition, in connection with the Business Combination, all options, RSUs and restricted shares with respect to
GHI Ordinary Shares that were outstanding under the 2018 Plan at the time of consummation of the Business Combination have been replaced by options, RSUs and restricted shares with respect to Class A Ordinary Shares (and in the case of the Key
Executives, Class B Ordinary Shares) (collectively, the Substitute Awards) under our 2021 Plan. See 2021 Equity Incentive Plan for further information about the Substitute Awards.
2021 Equity Incentive Plan
In
April 2021, our board of directors adopted, and our shareholders approved the GHL 2021 Equity Incentive Plan, which was amended and restated (as approved by our board of directors and our shareholders) in September 2021 (the 2021 Plan).
The 2021 Plan became effective on December 1, 2021. The following summarizes the material terms of the 2021 Plan. Shares Subject to the Plan. Initially, the maximum number of Ordinary Shares that may be issued under the 2021 Plan after it
becomes effective is seven percent (7%) of the total number of Ordinary Shares that were outstanding (on a fully diluted basis) upon consummation of the Business Combination plus the number of ordinary shares that remained available for grant
under the 2018 Plan immediately prior to the consummation of the Business Combination, which maximum number is equal to 342,568,055. In addition, the number of Ordinary Shares reserved for issuance under the 2021 Plan will automatically increase on
January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to five percent (5%) of the total number of Ordinary Shares that are outstanding (on a fully diluted basis) on
December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors or a committee thereof. For January 1, 2022, the Compensation Committee determined that there shall be no increase in the number
of Ordinary Shares that may be issued under the 2021 Plan. As of June 30, 2022, under the 2021 Plan, 231,729,259 Ordinary Shares remained available for grant, and RSUs underlying 92,539,527 Class A Ordinary Shares were outstanding. With
respect to the Substitute Awards, as of June 30, 2022, options to purchase 10,441,160 Class A Ordinary Shares and 30,999,893 Class B Ordinary Shares, RSUs underlying 45,134,599 Class A Ordinary Shares and 52,869 Class B
Ordinary Shares, and restricted shares with respect to 21,634,594 Class B Ordinary Shares were outstanding. To the extent that any Substitute Awards expire or are terminated prior to exercise, the shares reserved for issuance pursuant thereto
will not become available for issuance under the 2021 Plan.
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If an award (or any portion thereof) expires or otherwise terminates without all shares
covered by the award having been issued or is settled in cash, such expiration, termination or settlement will not reduce the number of Ordinary Shares that may be available for issuance under the 2021 Plan. Any Ordinary Shares issued pursuant to an
award that are forfeited or repurchased, and any Ordinary Shares reacquired in satisfaction of any tax withholding on an award or reacquired in satisfaction of the exercise or purchase price of an award, will become available for issuance under the
2021 Plan.
In connection with certain corporate transactions with another entity, awards under the 2021 Plan may be granted in
substitution for any options or other share or share-based awards granted before such corporate transaction by such other entity, and any such substitute awards will not count against the share reserve under the 2021 Plan. All awards under the 2021
Plan may be granted for Class A Ordinary Shares. Only awards made to the Key Executives under the 2021 Plan that replace such Key Executives outstanding options, restricted share units, and restricted shares under the 2018 Plan in
connection with the consummation of the Business Combination and any other awards granted to the Key Executives under the 2021 Plan may be granted for Class B Ordinary Shares.
Capitalization Adjustment. In the event there is a specified type of change in our capital structure, such as a share split,
reverse share split, or recapitalization, appropriate adjustments will be made to (i) the class and maximum number of shares reserved for issuance under the 2021 Plan, (ii) the class and maximum number of shares by which the share reserve
may increase automatically each year, (iii) the class and maximum number of shares that may be issued on the exercise of incentive stock options, and (iv) the class and number of shares and exercise price, strike price, or purchase price,
if applicable, of all outstanding share awards.
Types of Awards. The 2021 Plan permits the awards of options, share
appreciation rights, restricted shares, restricted share units (RSUs) and other awards.
Eligibility. Employees,
directors and consultants of the Company and its subsidiaries and affiliates are eligible to participate in the 2021 Plan.
Non-Employee Director Compensation Limit. Beginning with calendar year 2022, the aggregate value of all new compensation granted
or paid to any non-employee director with respect to any calendar year, including share awards granted and cash fees paid by the Company to such non-employee director, will not exceed $750,000 in total value, or in the event such non-employee
director is first appointed or elected to the board during such calendar year, $1,000,000 in total value (in each case, calculating the value of any such share awards based on the grant date fair value of such share awards for financial reporting
purposes).
Plan Administration. Our compensation committee, as delegated by the board of directors, administers the 2021
Plan. The administrator determines the participants to receive awards, when and how awards will be granted, the type of award to be granted, the number of awards to be granted, and the other terms and conditions of each award. The administrator may
delegate certain authorities under the 2021 Plan to one or more officers of GHL.
Award Agreements. Awards granted under the
2021 Plan are evidenced by award agreements that set forth, consistent with the 2021 Plan, the terms, conditions and limitations for each award.
Conditions of Awards. The administrator determines the provisions, terms and conditions of each award granted under the 2021
Plan, including but not limited to the vesting schedule of the awards.
Change in Control. In the event of a change in
control, the administrator may take one or more of the following actions with respect to outstanding awards under the 2021 Plan: arrange for the surviving or acquiring corporation to assume or continue or substitute the award, arrange for the
assignment or lapse of any reacquisition or repurchase rights, accelerate the vesting, cancel any award that is unvested or not exercised in exchange for such cash consideration (if any) as determined by the administrator, and make a payment (in
such form as determined by the administrator) equal to the excess (if any) of the value the participant would have received upon the exercise of the award immediately prior to the change in control over any exercise price payable by such holder.
Termination. Unless suspended or terminated earlier, the 2021 Plan has a term of ten years from April 12, 2021. Our
board of directors has the authority to suspend or terminate the 2021 Plan at any time; provided, however, that no such suspension or termination may impair the rights and obligations under any awards previously granted without the written consent
of the participant.
157
2021 Equity Stock Purchase Plan
In April 2021, our board of directors adopted, and our shareholders approved the GHL 2021 Equity Stock Purchase Plan (the ESPP).
The ESPP consists of two components: a Section 423 component, which is intended to qualify under Section 423 of the Internal Revenue Code (the Code) and a non-Section 423 component, which need not qualify under
Section 423 of the Code. The ESPP became effective on December 1, 2021. The following summarizes the material terms of the ESPP.
Shares Subject to the Plan. Initially, the maximum number of Class A Ordinary Shares that may be issued under the ESPP
after it becomes effective is two percent (2%) of the total number of Ordinary Shares that are outstanding upon consummation of the Business Combination, which maximum number is equal to 74,821,802. In addition, the number of Class A
Ordinary Shares reserved for issuance under the ESPP will automatically increase on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to one percent (1%) of the total number
of Ordinary Shares that are outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the administrator. For January 1, 2022, the administrator determined that there shall be no increase in the
number of Class A Ordinary Shares reserved for issuance under the ESPP.
Plan Administration. Our board of directors
or, as delegated by the board of directors, the compensation committee of the board of directors, administers the ESPP. The administrator may delegate certain authorities under the ESPP to one or more officers.
Eligibility. Employees and other service providers of the Company and its designated subsidiaries and affiliates are eligible to
participate in the ESPP if they meet the eligibility requirements under the ESPP established from time to time by the administrator. However, an employee may not be granted rights to purchase shares under the 423 Component of the ESPP if such
employee, immediately after the grant, would own (directly or through attribution) shares possessing 5% or more of the total combined voting power or value of all classes of ordinary shares.
Participation. Employees will enroll under the ESPP by completing a payroll deduction form permitting the deduction from their
compensation of at least 1% of their compensation but not more than 15% of their compensation. Such payroll deductions will be expressed as a whole number percentage, and the accumulated deductions will be applied to the purchase of shares on each
purchase date. However, a participant may not accrue the right to purchase Class A Ordinary Shares under the ESPP at a rate that exceeds $25,000 in fair market value of Class A Ordinary Shares (determined at the time the option is granted)
(or in the case of the non-Section 423 component, such other amount as may be determined by the administrator) for each calendar year the option is outstanding (as determined in accordance with Section 423 of the Code).
Offering. Under the ESPP, participants are offered the option to purchase Class A Ordinary Shares at a discount during an
offering period. The length of offering periods under the ESPP will be determined by the administrator and may be up to 27 months long. Payroll deductions will be used to purchase Class A Ordinary Shares on each purchase date during an offering
period. The number of purchase periods within, and purchase dates during, each offering period will be established by the administrator. Offering periods under the ESPP will commence when determined by the administrator. The administrator may, in
its discretion, modify the terms of future offering periods.
The option purchase price will be the lower of not less than 85% of the
closing trading price of a Class A Ordinary Share on the first day of an offering period in which a participant is enrolled or not less than 85% of the closing trading price of a Class A Ordinary Share on the purchase date, which will
occur on the last day of each purchase period.
Unless a participant has previously canceled his or her participation in the ESPP before
the purchase date, the participant will be deemed to have exercised his or her option in full as of each purchase date. Upon exercise, the participant will purchase the number of whole shares that his or her accumulated payroll deductions will buy
at the option purchase price, subject to the participation limitations listed above.
A participant may cancel his or her payroll
deduction authorization at any time prior to the end of the offering period. Upon cancellation, the participant will receive a refund of the participants account balance in cash without interest. A participant may also decrease (but not
increase) his or her payroll deduction authorization once during any purchase period. If a participant wants to increase or decrease the rate of payroll withholding, he or she may do so effective for the next offering period by submitting a new form
before the offering period for which such change is to be effective.
Transferability. A participant may not transfer rights
granted under the ESPP other than by will, the laws of descent and distribution or as otherwise provided in the ESPP.
158
Certain transactions. In the event of certain transactions or events affecting
the Class A Ordinary Shares, such as any share dividend, share split, reverse share split, split-up, recapitalization, merger, consolidation, reorganization, or other capital change, the administrator will make appropriate adjustments to the
ESPP and outstanding rights. In addition, in the event of certain significant transactions, including a change in control, the administrator may (1) if the Company is merged with or acquired by another corporation, provide that each outstanding
option will be assumed or exchanged for a substitute option granted by the acquirer or successor corporation or by a parent or subsidiary of the acquirer or successor corporation, (2) cancel each outstanding option and return the balances to
the accounts of the participants, without interest, and/or (3) terminate the offering period on or before the date of the proposed sale, merger or similar transaction and provide that any outstanding options will be exercisable either on the
purchase date for the applicable offering period or an earlier date as the administrator may specify or return the balances to the accounts of the participants, without interest.
Plan amendment; termination. The administrator may amend, suspend or terminate the ESPP at any time. However, shareholder
approval of any amendment to the ESPP must be obtained within 12 months before or after any amendment that would be treated as the adoption of a new plan for purposes of Section 423. The ESPP will terminate on December 1, 2031.
Option, RSU and Restricted Share Grants
As of June 30, 2022, there were a total of 57,552,629 Ordinary Shares underlying grants of outstanding options, RSUs and restricted shares
that were held by the executive officers and directors as a group, which included the following:
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|
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Anthony Tan Ping Yeow had (x) outstanding options to purchase a total of 12,130,207 Class B Ordinary
Shares, with per-share exercise price of $1.90, grant date of December 31, 2019, and expiration date of December 31, 2029, (y) outstanding restricted shares with respect to a total of 11,295,170 of Class B Ordinary Shares with a
grant date of April 11, 2021 and (z) outstanding RSUs with respect to a total of 6,621,176 of Class B Ordinary Shares with a grant date of March 15, 2022; |
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Tan Hooi Ling who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had
(x) outstanding options to purchase Class B Ordinary Shares, with a per-share exercise price of $1.90, grant dates that range from December 24, 2019 to December 31, 2019, and expiration dates that range from December 24,
2029 to December 31, 2029, (y) outstanding restricted shares with respect to Class B Ordinary Shares with a grant date of April 11, 2021 and (z) outstanding RSUs with respect to Class B Ordinary Shares with a grant date
of March 15, 2022; |
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|
Maa Ming-Hokng, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had
(x) outstanding options to purchase Class B Ordinary Shares, with per-share exercise prices that range from $0.67 to $4.03, grant dates that range from November 24, 2017 to December 28, 2020, and expiration dates that range from
November 23, 2027 to December 28, 2030, (y) outstanding RSUs with respect to Class B Ordinary Shares with grant dates that range from April 30, 2018 to March 15, 2022, and (z) outstanding restricted shares with
respect to Class B Ordinary Shares with a grant date of April 11, 2021; |
|
|
|
Peter Oey, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had outstanding
RSUs with respect to Class A Ordinary Shares with grant dates that range from April 30, 2020 to March 15, 2022; |
|
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|
Ong Chin Yin, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had
(x) outstanding options to purchase Class A Ordinary Shares, with per-share exercise prices that range from $0.48 to $2.32, grant dates that range from August 26, 2016 to September 19, 2020, and expiration dates that range from
August 25, 2026 to December 13, 2029, and (y) outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from October 23, 2018 to March 15, 2022; |
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Alex Hungate, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had outstanding
RSUs with respect to Class A Ordinary Shares with a grant date of February 15, 2022; |
|
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|
Suthen Thomas Paradatheth, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis,
had (x) outstanding options to purchase Class A Ordinary Shares, with per-share exercise prices that range from $0.67 to $2.32, grant dates that range from November 24, 2017 to September 22, 2020, and expiration dates that range from November 23,
2027 to September 22, 2030, and (y) outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from October 23, 2018 to March 15, 2022; |
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John Rogers had outstanding RSUs with respect to Class A Ordinary Shares with a grant date of March 15,
2022; |
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Dara Khosrowshahi did not have any outstanding options, RSUs or restricted shares in respect of Ordinary Shares;
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|
Ng Shin Ein, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had outstanding
RSUs with respect to Class A Ordinary Shares with grant dates that range from January 28, 2021 to March 15, 2022; and |
|
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|
Oliver Jay, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had outstanding
RSUs with respect to Class A Ordinary Shares with grant dates that range from March 10, 2021 to March 15, 2022. |
159
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of June 30, 2022 by:
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each person known by us to be the beneficial owner of more than 5% of Ordinary Shares; |
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each of our directors and executive officers; and |
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all our directors and executive officers as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the
power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are
included, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person. Each Class A Ordinary
Share carries one vote, and each Class B Ordinary Share carries forty-five (45) votes.
The percentage of our Ordinary Shares
beneficially owned is computed on the basis of 3,721,578,210 Class A Ordinary Shares and 129,749,667 Class B Ordinary Shares issued and outstanding as of June 30, 2022, and does not include the 25,999,981 Class A Ordinary Shares
issuable upon the Warrants outstanding as of June 30, 2022.
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Class A Ordinary Shares |
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Class B Ordinary Shares |
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|
% of Total Ordinary Shares |
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|
% of Voting Power(2) |
|
Directors and Executive
Officers(1) |
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|
Anthony Tan Ping Yeow |
|
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|
|
|
|
136,175,320 |
(3) |
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|
3.5 |
%(3) |
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|
62.2 |
%(3) |
Tan Hooi Ling |
|
|
* |
|
|
|
28,281,841 |
(4) |
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* |
(4) |
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|
* |
(4) |
Ming-Hokng Maa |
|
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|
|
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16,981,930 |
(5) |
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|
(5) |
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(5) |
Alex Hungate |
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Peter Oey |
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* |
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* |
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* |
|
Ong Chin Yin |
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* |
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|
* |
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* |
|
Suthen Thomas Paradatheth(6) |
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* |
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|
* |
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* |
|
John Rogers |
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Dara Khosrowshahi |
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Ng Shin Ein |
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* |
|
|
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|
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|
* |
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|
* |
|
Oliver Jay |
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* |
|
|
|
|
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|
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* |
|
|
|
* |
|
All executive officers and directors as a group |
|
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* |
|
|
|
136,175,320 |
|
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|
3.6 |
% |
|
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62.3 |
% |
Principal Shareholders |
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SVF Investments (UK) Limited(7) |
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699,175,218 |
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18.2 |
% |
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7.3 |
% |
Uber Technologies, Inc. |
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535,902,982 |
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|
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13.9 |
% |
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5.6 |
% |
Didi Chuxing(8) |
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280,175,307 |
|
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7.3 |
% |
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2.9 |
% |
Toyota Motor Corp |
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|
222,906,079 |
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5.8 |
% |
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2.3 |
% |
* |
Less than 1% of the total number of outstanding Ordinary Shares |
(1) |
The business address for the directors and executive officers of the Company is 3 Media Close, #01-03/06,
Singapore 138498. |
(2) |
For each person and group included in this column, the percentage of voting power is calculated by dividing the
voting power beneficially owned by such person or group by the voting power of all of Ordinary Shares as a single class. In respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to one vote and each
Class B Ordinary Share will be entitled to 45 votes. Each Class B Ordinary Share will be convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares will not be convertible into
Class B Ordinary Shares under any circumstances. |
(3) |
Consists of (i) 71,419,219 Class B Ordinary Shares held by Mr. Tan; (ii) 19,492,330
Class B Ordinary Shares held by Hibiscus Worldwide Ltd., a Cayman limited company (Hibiscus), and deemed beneficially owned by Mr. Tan pursuant to the shareholders deed dated April 12, 2021 (the
Shareholders Deed), by and among GHL, Altimeter Growth Holdings, Grab Holdings Inc., the Key Executives and certain entities related to Mr. Tan; (iii) options exercisable within 60 days held by Ms. Tan to acquire
3,326,734 Class B Ordinary Shares and 24,955,107 Class B Ordinary Shares held by Ms. Tan, both deemed beneficially owned by Mr. Tan pursuant to the Shareholders Deed; and (iv) 13,883,011 Class B Ordinary Shares
held by Mr. Maa and the trusts created by Mr. Maa for which he is the trustee (the Maa Trusts), and options exercisable within 60 days held by Mr. Maa to acquire 3,098,919 Class B Ordinary Shares, both deemed
beneficially owned by Mr. Tan pursuant to the Shareholders Deed. Also pursuant to the Shareholders Deed, Ms. Tan, Mr. Maa and any trusts created by Ms. Tan or Mr. Maa irrevocably appoints Mr. Tan as
attorney-in-fact and proxy to vote all of their Class B Ordinary Shares. |
160
(4) |
Pursuant to the Shareholders Deed, these shares will be voted solely, and deemed beneficially owned, by
Mr. Tan. |
(5) |
Pursuant to the Shareholders Deed, these shares will be voted solely, and deemed beneficially owned, by
Mr. Tan. |
(6) |
Appointed as Group Chief Technology Officer effective October 1, 2022. |
(7) |
SB Investment Advisers (UK) Limited has been appointed as the alternative investment fund manager of SVF
Investments (UK) Limited. Investment and divestment decisions for securities held by SVF Investments (UK) Limited are made by the investment committee of SB Investment Advisers (UK) Limited which, as the Company has been informed by SVF Investments
(UK) Limited, has three voting members, comprised of Masayoshi Son, Rajeev Misra and Saleh Romeih. |
(8) |
Represents shares held through Didi Global Inc., formerly known as Xiaoju Kuaizhi Inc., and Marvelous Yarra
Limited. |
To our knowledge, as of June 30, 2022, 2,096,964,477 Class A Ordinary Shares, or 56.4% of the total
outstanding Class A Ordinary Shares, were held by 105 record holders in the United States. Because many of these shares are held by brokers or other nominees, we cannot ascertain the exact number of Class A Ordinary Shares ultimately held
by holders in the United States. As of June 30, 2022, 13,883,011 Class B Ordinary Shares representing 10.7% of the total issued and outstanding Class B Ordinary Shares, were held by three record holders in the United States.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
161
SELLING SECURITYHOLDERS
This prospectus relates to the possible offer and sale from time to time of up to 76,247,666 Ordinary Shares and 50,000 Warrants by the
Selling Securityholders.
The Selling Securityholders may from time to time offer and sell any or all of the securities set forth below
pursuant to this prospectus. When we refer to the Selling Securityholders in this prospectus, we mean the persons listed in the tables below, and the pledgees, donees, transferees, assignees, successors and others who later come to hold
any of the Selling Securityholders interest in our securities after the date of this prospectus.
The tables below set forth
information known to Grab as of July 31, 2022 regarding the Selling Securityholders for which we are registering securities for resale to the public, their beneficial ownership of Class A Ordinary Shares and Warrants, and the amount of
Class A Ordinary Shares and Warrants that may be offered from time to time by the Selling Securityholders pursuant to this prospectus. The individuals and entities listed below have beneficial ownership over their respective securities. The SEC
has defined beneficial ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all
securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary
account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary
shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for
purposes of computing percentage ownership of any other person.
We cannot advise you as to whether the Selling Securityholders will in
fact sell any or all of such securities. In addition, the Selling Securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the ordinary shares in transactions exempt from the registration requirements of the
Securities Act after the date of this prospectus, subject to applicable law.
Selling Securityholder information for each additional
Selling Securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Securityholders securities pursuant to this prospectus. Any prospectus supplement may add,
update, substitute, or change the information contained in this prospectus, including the identity of each Selling Securityholder and the number of Ordinary Shares registered on its behalf. A Selling Securityholder may sell all, some or none of such
securities in this offering. See the section titled Plan of Distribution.
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Securities Owned After the Offering |
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Name of Selling Securityholder |
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Class A Ordinary Shares Owned Before the Offering(1) |
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Class A Ordinary Shares Being Offered(1) |
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Class A Ordinary Shares(2) |
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%(2) |
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Arbor Venture Emerging Markets Fund II,
L.P.(3) |
|
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61,266 |
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61,266 |
|
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|
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Arbor Venture Focus Fund II, L.P.(4) |
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48,270 |
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48,270 |
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Arbor Venture Fund II, L.P.(5) |
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681,532 |
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681,532 |
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Credit Saison Co., Ltd.(6) |
|
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6,771,368 |
|
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6,771,368 |
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Flourish Ventures Fund LLC(7) |
|
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791,066 |
|
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|
791,066 |
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GGV Capital Select L.P.(8) |
|
|
791,066 |
|
|
|
791,066 |
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162
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Securities Owned After the Offering |
|
Name of Selling Securityholder |
|
Class A Ordinary Shares Owned Before the Offering(1) |
|
|
Class A Ordinary Shares Being Offered(1) |
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|
Class A Ordinary Shares(2) |
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|
%(2) |
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Mountain Ridge Enterprises
Limited(9) |
|
|
1,107,493 |
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|
1,107,493 |
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|
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Orchid 3 Investments VCC(10) |
|
|
2,344,942 |
|
|
|
2,344,942 |
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Sounio LLC(11) |
|
|
3,955,331 |
|
|
|
3,955,331 |
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Standard Chartered Bank Korea Ltd. in its capacity as the Trustee of Hanwha Asia Growth Private
Fund 1(12) |
|
|
45,488,300 |
|
|
|
45,488,300 |
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CT Link Corporation Limited(13) |
|
|
4,117,000 |
|
|
|
4,117,000 |
|
|
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|
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ZA Tech Global (Cayman) Limited(14) |
|
|
10,090,032 |
|
|
|
10,090,032 |
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(1) |
Class A Ordinary Shares offered and beneficially owned are based primarily on information initially provided to
us by the Selling Securityholders indicating the Class A Ordinary Shares they wished to be covered by this registration statement and eligible for sale under this prospectus. A Selling Securityholder may have sold or transferred some or all of the
securities set forth in the table and accompanying footnotes, and consequently the securities indicated to be offered may exceed the number of securities to be sold by the Selling Securityholders. |
(2) |
Assumes the sale of all Class A Ordinary Shares offered in this prospectus. |
(3) |
The business address of Arbor Venture Emerging Markets Fund II, L.P. is 100 Painters Mill Rd Ste 700 Owings
Mills MD 21117-7306. |
(4) |
The business address of Arbor Venture Focus Fund II, L.P. is 100 Painters Mill Rd Ste 700 Owings Mills MD
21117-7306. |
(5) |
The business address of Arbor Venture Fund II, L.P. is 100 Painters Mill Rd Ste 700 Owings Mills MD 21117-7306.
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(6) |
The business address of Credit Saison Co., Ltd. is Sunshine 60 Building, 52nd Floor, 1-1 Higashi-Ikebukuro
3-Chome Toshima-Ku 170-6073, Tokyo, Japan. |
(7) |
The business address of Flourish Ventures Fund LLC is 720 University Ave Ste 200 Los Gatos CA 95032-7651.
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(8) |
The business address of GGV Capital Select L.P. is 3000 Sand Hill Rd Ste 4-230 Menlo Park CA 94025-7117.
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(9) |
The business address of Mountain Ridge Enterprises Limited is 391B Orchard Road, Ngee Ann City Tower B, #14-08,
Singapore 238874. |
(10) |
The business address of Orchid 3 Investments VCC is 9 Temasek Boulevard, #24-03 Suntec Tower Two, Singapore.
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(11) |
The business address of Sounio LLC is Corporation Trust Center 1209 N Orange St Wilmington DE 19801-1120.
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(12) |
The business address of Standard Chartered Bank Korea Ltd. in its capacity as the Trustee of Hanwha Asia Growth
Private Fund 1 is 47, Jong-Ro, Jongno-gu, Seoul Korea. |
(13) |
The business address of CT Link Corporation Limited is Flat/Rm 1202, 12/F, Prosperity Center, No. 25 Chong Yip
Street, Kwun Tong, Hong Kong. |
(14) |
The business address of ZA Tech Global (Cayman) Limited is Vistra (Cayman) Limited, P.O. Box 31119, Grand
Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KY1-1205, Cayman Islands. |
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Securities Owned After the Offering |
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Name of Selling Securityholder |
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Warrants Owned Before the Offering(1) |
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Warrants Being Offered(1) |
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Warrants(2) |
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%(2) |
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Richard Barton |
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50,000 |
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50,000 |
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(1) |
Warrants offered and beneficially owned are based primarily on information initially provided to us by the
Selling Securityholder indicating the Warrants they wished to be covered by this registration statement and eligible for sale under this prospectus. A Selling Securityholder may have sold or transferred some or all of the securities set forth in the
table and accompanying footnotes, and consequently the securities indicated to be offered may exceed the number of securities to be sold by the Selling Securityholders. |
(2) |
Assumes the sale of all Warrants offered in this prospectus. |
(3) |
Consists of 50,000 Warrants held by Barton Ventures II, LLC. Richard N. Barton serves as the sole manager and
exercises voting and dispositive power over the Warrants held by Barton Ventures II, LLC. The business address of Richard N. Barton is 1301 Second Avenue, Floor 31, Seattle, WA 98101. |
Material Relationships with Selling Securityholders
See the section titled Certain Relationships and Related Person TransactionsMaterial Relationships with Selling
Securityholders.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Business Combination
On December 1,
2021 (the Closing Date), the Company consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of April 12, 2021, as amended from time to time (the Business Combination
Agreement), by and among the Company, Altimeter Growth Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (AGC), J2 Holdings Inc., an exempted company limited by shares incorporated
under the laws of the Cayman Islands and a direct wholly-owned subsidiary of GHL (AGC Merger Sub), J3 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned
subsidiary of GHL (Grab Merger Sub) and Grab Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (GHI). Pursuant to the Business Combination Agreement, (i) AGC
merged with and into AGC Merger Sub, with AGC Merger Sub surviving and remaining as a wholly-owned subsidiary of GHL (the Initial Merger) and (ii) following the Initial Merger, Grab Merger Sub merged with and into GHI, with GHI
being the surviving entity and becoming a wholly-owned subsidiary of GHL (the Acquisition Merger, and collectively with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the Business
Combination).
The Business Combination Agreement contained customary representations and warranties and pre- and
post-closing covenants of each party and customary closing conditions.
The Initial Merger
As a result of the Initial Merger, at the Initial Merger Effective Time (i) all the property, rights, privileges, agreements, powers and
franchises, liabilities and duties of AGC and AGC Merger Sub become the property, rights, privileges, agreements, powers and franchises, liabilities and duties of AGC Merger Sub as the surviving company, and AGC Merger Sub thereafter became a
wholly-owned subsidiary of the Company and the separate corporate existence of AGC ceased to exist, (ii) each issued and outstanding security of AGC immediately prior to the Initial Merger Effective Time was canceled in exchange for or
converted into securities of GHL as set out below, (iii) the board of directors and officers of AGC Merger Sub and AGC ceased to hold office, and the board of directors and officers of AGC Merger Sub was changed as determined by us,
(iv) AGC Merger Subs memorandum and articles of association was amended and restated to read in their entirety in the form attached as Exhibit J to the Business Combination Agreement, and (v) our memorandum and articles of
association was amended and restated to read in their entirety in the form attached as Exhibit L to the Business Combination Agreement.
Subject to the terms and conditions of the Business Combination Agreement, at the Initial Merger Effective Time:
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each AGC Unit issued and outstanding immediately prior to the Initial Merger Effective Time was automatically
separated and the holder thereof was deemed to hold one AGC Class A Ordinary Share and one-fifth of an AGC Warrant; |
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immediately following the separation of each AGC Unit, each (a) AGC Class A Ordinary Share issued and
outstanding immediately prior to the Initial Merger Effective Time was canceled in exchange for the right to receive one Class A Ordinary Share, and (b) AGC Class B Ordinary Share issued and outstanding immediately prior to the
Initial Merger Effective Time was canceled in exchange for the right to receive one Class A Ordinary Share; |
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each AGC Warrant outstanding immediately prior to the Initial Merger Effective Time ceased to be a warrant with
respect to AGC Shares and was assumed by the Company and converted into a warrant to purchase one Class A Ordinary Share, subject to substantially the same terms and conditions prior to the Initial Merger Effective Time in accordance with the
provisions of the Assignment, Assumption and Amendment Agreement; and |
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the single Ordinary Share outstanding immediately prior to the Initial Merger Effective Time was canceled for no
consideration. |
The Acquisition Merger
Following the Initial Merger, as a result of the Acquisition Merger, at the Acquisition Effective Time (i) all the property, rights,
privileges, agreements, powers and franchises, liabilities and duties of Grab Merger Sub and GHI become the assets and liabilities of GHI as the surviving company, and GHI became as a wholly-owned subsidiary of the Company and the separate corporate
existence of Grab Merger Sub ceased to exist, (ii) each issued and outstanding security of GHI immediately prior to the Acquisition Effective Time was canceled in exchange for or converted into securities of GHL as set out below,
(iii) each share of Grab Merger Sub issued and outstanding immediately prior to the Acquisition Effective Time was automatically be converted into one ordinary share of the surviving company, (iv) the board of directors and officers of
Grab Merger Sub ceased to hold office, and the board of directors and officers of GHI was changed as determined by us and (v) GHIs memorandum and articles of association was amended and restated to read in their entirety in the form
attached as Exhibit K to the Business Combination Agreement.
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Subject to the terms and conditions of the Business Combination Agreement, at the
Acquisition Effective Time:
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each GHI Ordinary Share and GHI Preferred Share (other than GHI Key Executive Shares, GHI Restricted Stock, GHI
Key Executive Restricted Stock, GHI Dissenting Shares and GHI treasury shares) issued and outstanding immediately prior to the Acquisition Effective Time was canceled in exchange for the right to receive such fraction of a newly issued Class A
Ordinary Share that is equal to the Exchange Ratio, without interest, subject to rounding up to the nearest whole Class A Ordinary Share; |
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each GHI Key Executive Share (other than GHI Key Executive Restricted Stock and GHI Dissenting Shares) issued and
outstanding immediately prior to the Acquisition Effective Time was canceled in exchange for the right to receive such fraction of a newly issued Class B Ordinary Share that is equal to the Exchange Ratio, without interest, subject to rounding
up to the nearest whole Class A Ordinary Share; |
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each GHI Option outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was
automatically assumed by GHL and converted into an option to purchase the number of Class A Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Option immediately prior to the Acquisition Effective Time
multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI Option immediately prior to the
Acquisition Effective Time; |
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each GHI Key Executive Option outstanding immediately prior to the Acquisition Effective Time, whether vested or
unvested, was automatically assumed by GHL and converted into an option to purchase the number of Class B Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Key Executive Option immediately prior to the
Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI Key Executive
Option immediately prior to the Acquisition Effective Time; |
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each award of GHI Restricted Stock outstanding immediately prior to the Acquisition Effective Time was
automatically converted into an award of restricted Class A Ordinary Shares equal to (i) the number of GHI Shares subject to the GHI Restricted Stock award immediately before the Acquisition Effective Time multiplied by (ii) the
Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such award of GHI Restricted Stock immediately prior to the Acquisition
Effective Time; |
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each award of GHI Key Executive Restricted Stock outstanding immediately prior to the Acquisition Effective Time
was automatically converted into an award of restricted Class B Ordinary Shares equal to (i) the number of GHI Shares subject to the GHI Key Executive Restricted Stock award immediately before the Acquisition Effective Time multiplied by
(ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such award of GHI Key Executive Restricted Stock immediately
prior to the Acquisition Effective Time; |
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each GHI RSU outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was
automatically assumed by GHL and converted into an award of restricted share units representing the right to receive the number of Class A Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI RSU immediately
prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI
RSU immediately prior to the Acquisition Effective Time; and |
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each GHI Key Executive RSU outstanding immediately prior to the Acquisition Effective Time, whether vested or
unvested, was automatically assumed by GHL and converted into an award of restricted share units representing the right to receive the number of Class B Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Key
Executive RSU immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as
were applicable to such GHI Key Executive RSU immediately prior to the Acquisition Effective Time. |
Related Agreements
This section describes the material provisions of certain additional agreements entered into pursuant to the Business Combination Agreement
(the Related Agreements) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, and you are urged to read such
Related Agreements in their entirety.
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PIPE Financing (Private Placement)
Substantially concurrently with the execution of the Business Combination Agreement, (i) the Company, AGC and the PIPE Investors entered
into PIPE Subscription Agreements pursuant to which the PIPE Investors committed to subscribe for and purchase, in the aggregate, 326,500,000 Class A Ordinary Shares for $10 per share, for an aggregate purchase price equal to
$3.265 billion; (ii) AGC, Sponsor Affiliate and the Company entered into a subscription agreement pursuant to which Sponsor Affiliate has committed to subscribe for and purchase 57,500,000 Class A Ordinary Shares for $10.00 per share
for an aggregate purchase price equal to $575 million; and (iii) AGC, Sponsor Affiliate and the Company entered into the Backstop Subscription Agreement pursuant to which Sponsor Affiliate agreed to backstop SPAC Share Redemptions (as
defined in the Business Combination Agreement), and to the extent such backstop is required will subscribe for and purchase that number of Class A Ordinary Shares to be determined in accordance with the terms of the Backstop Subscription
Agreement for $10 per share.
GHI Voting, Support and Lock-Up Agreements
Concurrently with the execution of the Business Combination Agreement, the Company, AGC, GHI and certain of the shareholders of GHI entered
into voting support and lock-up agreements (the GHI Shareholder Support Agreements), pursuant to which certain shareholders who hold an aggregate of at least 67% of the outstanding GHI voting shares (on an as converted basis)
agreed, among other things: (a) to appear for purposes of constituting a quorum at any meeting of the shareholders of Grab called to seek approval of the transactions contemplated in the Business Combination Agreement and the other transaction
proposals, (b) to vote in favor of the transactions contemplated by the Business Combination Agreement and other transaction proposals, (c) to vote against any proposals that would materially impede the transactions contemplated by the
Business Combination Agreement or any other transaction proposal and (d) not to sell or transfer any of their shares.
On
March 14, 2022, our key executives, namely, Anthony Tan, Hooi Ling Tan, Ming Maa, Peter Oey, Chin Yin Ong and Alex Hungate, entered into a deed in favor of GHL to extend the term of the lock-up with respect to their respective shares for which
the lock-up was initially scheduled to expire on May 30, 2022 in the voting support and lock-up agreement and deed No. 1 dated April 12, 2021. In the case of Mr. Hungate, who joined us after the execution of the initial lock-up,
the new lock-up will apply to any shares that vest prior to the new extension date. The extended lock-up, which is due to expire on May 30, 2023, is on substantially the same terms as the lock-up that was due to expire on May 30, 2022.
Sponsor Support and Lock-Up Agreement
Concurrently with the execution of the Business Combination Agreement, AGC, Sponsor, the Company and GHI entered into a voting support
agreement (the Sponsor Support Agreement), pursuant to which Sponsor agreed, among other things and subject to the terms and conditions set forth therein: (a) to vote in favor of the transactions contemplated in the Business
Combination Agreement and the other transaction proposals, (b) to waive the anti-dilution rights it held in respect of the AGC Shares under AGCs amended and restated memorandum and articles of association, (c) to appear at the
Extraordinary General Meeting for purposes of constituting a quorum, (d) to vote against any proposals that would materially impede the transactions contemplated in the Business Combination Agreement and the other transaction proposals,
(e) not to redeem any AGC Shares held by Sponsor, (f) not to amend that certain letter agreement between AGC, Sponsor and certain other parties thereto, dated as of September 30, 2020, (g) not to transfer any AGC Shares held by
Sponsor, (h) to release AGC, GHL, GHI and its subsidiaries from all claims in respect of or relating to the period prior to the closing, subject to the exceptions set forth therein (with GHI agreeing to release the Sponsor and AGC on a
reciprocal basis) and (i) to agree to a lock-up of its Class A Ordinary Shares a during the period of three years from the Closing.
Shareholders Deed
Concurrently with the execution of the Business Combination Agreement, the Company entered into the Shareholders Deed, with Sponsor, GHI
and the Key Executives, pursuant to which Sponsor agreed to gift or transfer for a nominal amount 1,227,500 Class A Ordinary Shares to the GrabForGood Fund or another charitable organization, foundation, fund or similar entity as agreed between
Sponsor and GHL. Sponsor has the right to make such gift or transfer at any time but is not obligated to do so until such Class A Ordinary Shares have been registered for resale on an effective registration statement filed with the SEC. In
addition, the Key Executives other than Mr. Tan and certain entities related to such Key Executives or Mr. Tan have appointed Mr. Tan attorney-in-fact and proxy for their Class B Ordinary Shares. Such Key Executive
Proxies will remain in effect until all Class B Ordinary Shares are converted into Class A Ordinary Shares.
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Registration Rights Agreement
Concurrently with the execution of the Business Combination Agreement, AGC, the Company, Sponsor, the Sponsor Related Parties and the holders
of GHI securities entered into a registration rights agreement (the Registration Rights Agreement), which became effective upon the Acquisition Closing pursuant to which, among other things, we agreed to undertake certain resale shelf
registration obligations in accordance with the U.S. Securities Act of 1933, as amended (the Securities Act) and Sponsor, the Sponsor Related Parties and holders of GHI securities have been granted customary demand and piggyback
registration rights.
Assignment, Assumption and Amendment Agreement
Concurrently with the execution of the Business Combination Agreement, AGC, the Company and Continental entered into the Assignment, Assumption
and Amendment Agreement and amended the Existing Warrant Agreement, pursuant to which, among other things, AGC assigned all of its right, title and interest in the Existing Warrant Agreement to GHL effective upon the Initial Closing, and we assumed
the warrants provided for under the Existing Warrant Agreement.
Amended and Restated Forward Purchase Agreements
Concurrently with the execution of the Business Combination Agreement, AGC, the Company and Sponsor Affiliate amended and restated that certain
forward purchase agreement, dated September 16, 2020, by and between AGC and Sponsor Affiliate, and pursuant to such amendment, among other things, Sponsor Affiliate agreed to purchase units consisting of 17,500,000 Class A Ordinary Shares
and 3,500,000 Warrants for an aggregate price equal to $175 million immediately prior to the Acquisition Closing.
Concurrently with
the execution of the Business Combination Agreement, AGC, the Company and JS Securities amended and restated that certain forward purchase agreement, dated September 16, 2020, by and between AGC and JS Securities, and pursuant to such
amendment, among other things, JS Securities agreed to purchase units consisting of 2,500,000 Class A Ordinary Shares and 500,000 Warrants for an aggregate price equal to $25,000,000 immediately prior to the Acquisition Closing.
Employment Agreements and Indemnification Agreements
See ManagementExecutive Officer and Director Compensation.
Share Incentive Plans
See
ManagementShare Incentive Plans.
Other Related Party Transactions
Collaboration Agreement with Toyota
We are party to a Framework Collaboration Agreement dated June 13, 2018, as amended and last renewed on August 14, 2022 (collectively
the FCA) with Toyota Motor Corp. (Toyota), a principal shareholder. The FCA governs future joint development projects by the two companies, committing us to use our best efforts to collaborate with Toyota, as a preferred
original equipment manufacturer partner, in certain research and development efforts. Pursuant to the FCA, we also agreed to install and subscribe to Toyota vehicle management and other in-car hardware and software in our rental vehicle fleet, as
well as to use for our rental fleet, and encourage the driver-partners to use, Toyota-selected vehicle maintenance centers in all countries in which we operate. The FCA also grants Toyota certain preference rights to provide capital for vehicle
purchase financing for the driver-partners, commits us to procure certain auto insurance products from parties recommended by Toyota and requires us to use our best efforts to recommend Toyotas inclusion in any auto insurance company which we
may establish. The FCA further requires us to use our best efforts to maintain an 80%-unit share percentage of Toyota vehicles for its rental fleet, subject to mitigating circumstances. In 2020, 2021 and in the six months ended June 30, 2022,
transactions of an aggregate value of approximately $287 million, $56 million and $40 million, respectively, were conducted under the FCA.
Transactions with GrabFin Operations (Malaysia)
On October 15, 2019, pursuant to a sale and purchase agreement dated as of August 20, 2018, and the supplemental agreement dated as
of April 3, 2019, Grab Financial Services Asia Inc. (GFSA), an entity in our financial services segment, acquired a 40% interest in Reversemortgage Sdn. Bhd., which subsequently changed its name to GrabFin Operations (Malaysia) Sdn.
Bhd. (GOM), a licensed money lender in Malaysia, and an option to purchase the remaining 60% subject to regulatory approval. Prior to the foregoing transactions, the shares in GOM were owned by two individuals holding 10% and 30%
respectively and Mr. Kooi Ong Tong (60%), who is Mr. Tans father-in-law. Mr. Tong currently retains a 60% interest in GOM.
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On February 17, 2020, GFSA, as lender, entered into a loan agreement (the Loan
Agreement) with GOM, as borrower, pursuant to which it granted GOM a revolving interest free loan facility of RM30 million (approximately $7.2 million) to be used only for general corporate purposes. GFSA can demand repayment of all or
any amounts outstanding under the Loan Agreement at its absolute discretion at any time, and any outstanding amount is due within five business days from GOM having received demand from GFSA. As of the date of this prospectus, $0.2 million was drawn
and outstanding under the amended and restated Loan Agreement.
Contract with National University of Singapore
We have a contract with the National University of Singapores NUS AI Lab for artificial intelligence research and intellectual property
creation related to our business for S$1.25 million (approximately $929,300) over two years. Our COO and co-founder Tan Hooi Ling served on the Board of Trustees of the National University of Singapore from July 2018 to March 2022.
Amendment to Subscription Agreement with SVF Investments (UK) Limited
We are party to a subscription agreement dated March 6, 2019 (as amended, the SVF Subscription Agreement) with SVF Investments
(UK) Limited (SVF), a principal shareholder, pursuant to which SVF agreed to purchase Series H Preference Shares of GHI (Series H Shares) for an aggregate purchase price of $2.0 billion at multiple closings. As of
April 12, 2021, SVF had funded and closed on share purchases pursuant to the SVF Subscription Agreement in the aggregate amount of $1.8 billion, with a single closing remaining. On April 12, 2021, GHI and SVF amended the SVF
Subscription Agreement to, among other things, reschedule the closing date for the remaining $200 million funding to the third day following the date of the meeting of GHIs shareholders at which GHIs shareholders approve an increase
of the authorized number of certain GHI Shares under GHIs memorandum and articles of association in connection with the purchase of such remaining shares, which occurred on November 26, 2021. On November 29, 2021, SVF consummated the
purchase of 32,452,254 GHI Shares for $200 million.
Shareholding in Jaya Grocer
In January 2022 we completed the acquisition of a majority economic interest in Jaya Grocer. Our supermarkets business is subject to the
Guidelines on Foreign Participation in Distributive Trade Services (revised on May 12, 2020) issued by the Malaysian Ministry of Domestic Trade and Consumer Affairs, which stipulate a maximum foreign voting cap of 50% for smaller retail formats
(non-superstores) in Malaysia. Accordingly, 50% of the ordinary shares in Jaya Grocer are held by an entity (Malaysian local partner) owned by a Malaysian national, our co-founder Hooi Ling Tan. The full purchase of the ordinary shares
in Jaya Grocer by the Malaysian local partner was funded through the purchase of preference shares in the Malaysian local partner by us. We, through a wholly owned subsidiary, have entered into a management agreement with Jaya Grocer and the
Malaysian local partner that generally entitles us to decide, among others, on business and financial strategies, including funding, and other strategy matters in relation to the business of Jaya Grocer, in the best interest of Jaya Grocer and in
consultation with the Malaysian local partner.
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Material Relationships with Selling Securityholders
GFG Agreement and Plan of Merger
On December 8, 2021, GHL entered into an Agreement and Plan of Merger (the GFG Swap-Up Agreement) with, among others, GFG and each
of the holders of Series A preference shares of GFG (the Electing GFG Shareholders), pursuant to which the Electing GFG Shareholders agreed, upon closing, to exchange their GFG Series A preference shares in exchange for Class A Ordinary
Shares (the GFG Swap-Up). Pursuant to the GFG Swap-Up Agreement, GHL also agreed to issue to the other GFG shareholders (other than the GHL holding vehicle through which GHL indirectly held its interest in GFG), Class A Ordinary Shares
in exchange for their shares of GFG. The closing of the GFG Swap-Up was subject to certain customary closing conditions, including receipt of regulatory approval from the MAS. The GFG Swap-Up Agreement also granted certain customary registration
rights to the Electing GFG Shareholders, in connection with which GHL was obligated to register their Class A Ordinary Shares received in connection with the GFG Swap-Up. Following satisfaction of all closing conditions, the GFG Swap-Up was
consummated on February 9, 2022, pursuant to which all of the GFG shares held by persons other than the GHL holding vehicle were cancelled in exchange for the issuance of an aggregate of 62,040,634 Class A Ordinary Shares.
Swap-up Agreement with Zhong An
On January 28, 2022, GHL entered into a Swap-Up Agreement (the Zhong An Swap-Up Agreement) with, among others, A3 Holdings Inc.
(GrabInsure) and ZA Tech Global (Cayman) Limited (Zhong An), pursuant to which Zhong An agreed to exchange its ordinary shares of GrabInsure to GHL in exchange for Class A Ordinary Shares (the Zhong An Swap-Up).
The Zhong An Swap-Up Agreement also granted certain customary registration rights to Zhong An, in connection with which GHL was obligated to register Zhong Ans Class A Ordinary Shares received in connection with the Zhong An Swap-Up. The Zhong
An Swap-Up closed concurrently with execution of the Zhong An Swap-Up Agreement, upon which Zhong An contributed all of its GrabInsure ordinary shares to GHL in exchange for the issuance of an aggregate of 8,800,000 Class A Ordinary Shares.
Swap-up Agreement with CardInfoLink
On April 11, 2022, GHL entered into a Swap-Up Agreement (the CIL Swap-Up Agreement) with, among others, GrabLink Pte. Ltd.
(GrabLink) and CT Link Corporation Limited (CIL or CardInfoLink), pursuant to which CIL agreed to exchange its ordinary shares of GrabLink to GHL in exchange for Class A Ordinary Shares (the CIL
Swap-Up). The CIL Swap-Up Agreement also granted certain customary registration rights to CIL, in connection with which GHL was obligated to register CILs Class A Ordinary Shares received in connection with the CIL Swap-Up. The CIL
Swap-Up closed concurrently with execution of the CIL Swap-Up Agreement, upon which CIL contributed all of its GrabLink ordinary shares to GHL in exchange for the issuance of an aggregate of 4,117,000 Class A Ordinary Shares.
Swap-up Agreement with Zhong An Tech
On May 9, 2022, GHL entered into a Swap-Up Agreement (the Zhong An Tech Swap-Up Agreement) with ZA Tech Global Limited (Zhong An
Tech), pursuant to which Zhong An Tech agreed to exchange its ordinary shares of PT Visionet Internasional Proteksi (OVOInsure) to GP Network Asia Pte. Ltd. in exchange for the issuance of Class A Ordinary Shares to Zhong An (the
Zhong An Tech Swap-Up). The Zhong An Tech Swap-Up Agreement also granted certain customary registration rights to Zhong An, in connection with which GHL was obligated to register Zhong Ans Class A Ordinary Shares received in
connection with the Zhong An Tech Swap-Up. The Zhong An Tech Swap-Up closed concurrently with execution of the Zhong An Tech Swap-Up Agreement, upon which Zhong An Tech contributed all of its OVOInsure ordinary shares to GHL in exchange for the
issuance of an aggregate of 1,290,032 Class A Ordinary Shares to Zhong An.
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DESCRIPTION OF SHARE CAPITAL
This section of the prospectus includes a description of the material terms of our articles of association and of applicable Cayman law.
The following description is intended as a summary only and does not constitute legal advice regarding those matters and should not be regarded as such. The description is qualified in its entirety by reference to the complete text of our articles
of association, which are filed as an exhibit hereto and incorporated herein by reference.
We are a Cayman Islands exempted company
with limited liability and our affairs are governed by the Amended Articles, the Cayman Islands Companies Act, and the common law of the Cayman Islands.
Our authorized share capital consists of 50,000,000,000 shares of a par value of $0.000001 each, consisting of 49,500,000,000 Class A
Ordinary Shares and 500,000,000 Class B Ordinary Shares. All Ordinary Shares issued and outstanding as of the date of this prospectus are be fully paid and non-assessable.
The following are summaries of material provisions of the Amended Articles and the Cayman Islands Companies Act insofar as they relate to the
material terms of the Ordinary Shares.
Ordinary Shares
General
Holders of Class A
Ordinary Shares and Class B Ordinary Shares generally have the same rights except for voting, conversion and director appointment and removal rights. We maintain a register of its shareholders and a shareholder will only be entitled to a share
certificate if our board of directors resolves that share certificates be issued.
Our share capital structure has, in part, been created
with a view to complying with MAS requirements for digital banking licensees. The MAS Eligibility Criteria and Requirements for Digital Banks require licensees to be anchored in Singapore, controlled by Singaporeans and headquartered in
Singapore. Mr. Anthony Tan, as the Singaporean citizen controlling the Digital Banking JV (through GHLs 60% interest in Digital Banking JV), needs to hold a majority of the voting rights in order to fulfil the controlled by
Singaporeans criteria. Accordingly, a key reason for the enhanced shareholder voting rights given to Mr. Anthony Tan is to meet this requirement, which is subject to continuous regulatory review by the MAS. For a discussion of the risks
relating to ongoing compliance with the requirements of the MAS, please see Risk FactorsOur entry into digital banking in Singapore through the Digital Banking JV is subject to risks.
Mr. Tan controls the voting power of all of the outstanding Class B Ordinary Shares. All Key Executives, other than Mr. Tan,
and certain entities related to such Key Executives or Mr. Tan, have irrevocably appointed Mr. Tan as attorney-in-fact and proxy to vote all of their Class B Ordinary Shares on their behalf, and agreed to condition any
transfer of Class B Ordinary Shares on the transferee agreeing to be bound by such appointment. Each such Tan Proxy will terminate, with respect to any Class B Ordinary Share, on the date that such Class B Ordinary Share is converted
into a Class A Ordinary Share. See Shareholders Deed. Additionally, all holders of Class B Ordinary Shares have granted each other a reciprocal right of first offer with respect to any transfer of any such
holders Class B Ordinary Shares to any person other than such holders Permitted Transferees, and any acquiring Key Executives shall confirm to Mr. Tan that such Class B Ordinary Shares will be subject to the Key Executive
Proxies.
Although Mr. Tan controls the voting power of all of the outstanding Class B Ordinary Shares, his control over those
shares is not permanent and is subject to reduction or elimination at any time or after certain periods as a result of a variety of factors. As further described below, upon any transfer of Class B Ordinary Shares by a holder thereof to any
person which is not a Permitted Transferee of such holder, those shares will automatically and immediately convert into Class A Ordinary Shares. In addition, all Class B Ordinary Shares will automatically convert to Class A Ordinary
Shares in other events described below. See Optional and Mandatory Conversion.
Dividends
The holders of Ordinary Shares are entitled to such dividends as the board of directors may in its discretion lawfully declare from time to
time, or as our shareholders may declare by ordinary resolution. Class A Ordinary and Class B Ordinary Shares rank equally as to dividends and other distributions. Dividends may be paid either in cash or in specie, provided, that no
dividend can be made in specie on any Class A Ordinary Shares unless a dividend in specie in equal proportion is made on Class B Ordinary Shares.
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Voting Rights
In respect of all matters upon which holders of Ordinary Shares are entitled to vote, each Class A Ordinary Share are entitled to one vote
and each Class B Ordinary Share are entitled to 45 votes. Voting at any meeting of shareholders will be by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one or more shareholders who
together hold not less than 10% of the votes that may be cast at such meeting.
Class A Ordinary Shares and Class B Ordinary
Shares vote together on all matters, except that we will not, without the approval of holders of a majority of the voting power of the Class B Ordinary Shares, voting exclusively and as a separate class:
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increase the number of authorized Class B Ordinary Shares; |
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issue any Class B Ordinary Shares or securities convertible into or exchangeable for Class B Ordinary
Shares, other than to Key Executives or their affiliates, including Permitted Entities; |
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create, authorize, issue, or reclassify into, any preference shares in our capital or any shares in our capital
that carry more than one vote per share; |
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reclassify any Class B Ordinary Shares into any other class of shares or consolidate or combine any
Class B Ordinary Shares without proportionately increasing the number of votes per Class B Ordinary Share; |
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amend, restate, waive, adopt any provision inconsistent with or otherwise alter any provision of the Amended
Articles relating to the voting, conversion or other rights, powers, preferences, privileges or restrictions of the Class B Ordinary Shares; or |
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nominate, appoint or remove a majority of our board of directors or the Class B Directors.
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All holders of Class B Ordinary Shares, other than Mr. Tan, have irrevocably appointed Mr. Tan
as attorney-in-fact and proxy to vote all Class B Ordinary Shares on their behalf, and agreed to condition any transfer of Class B Ordinary Shares on the transferee agreeing to be bound by such appointment. See
Shareholders Deed.
An ordinary resolution to be passed by the shareholders requires a simple majority of votes cast,
including by all holders of a specific class of shares, if applicable, while a special resolution requires not less than two-thirds of votes cast.
Optional and Mandatory Conversion
Each Class B Ordinary Share are convertible into one Class A Ordinary Share at any time at the option of the holder thereof.
Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
Upon any transfer of
Class B Ordinary Shares by a holder thereof to any person which is not a Permitted Transferee of such holder, each such Class B Ordinary Share will automatically and immediately convert into one Class A Ordinary Share. In case of any
transfer of Class B Ordinary Shares to a person who at any later time ceases to be a Permitted Transferee, we may refuse registration of any subsequent transfer except back to the transferor of such Class B Ordinary Shares, and otherwise,
such Class B Ordinary Shares will automatically and immediately convert into an equal number of Class A Ordinary Shares.
Each
Class B Ordinary Share will automatically convert into one Class A Ordinary Share (as adjusted for share splits, share combinations and similar transactions) on the earliest to occur of 5:00 p.m., Singapore time:
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on the first anniversary of Mr. Tans death or incapacity; |
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on a date determined by our board of directors during the period commencing 90 days after, and ending 180 days
after, the date on which Mr. Tan is terminated for cause (and in the event of a dispute regarding whether there was cause, cause will be deemed not to exist unless and until an affirmative ruling regarding such cause has been made by a court or
arbitral panel of competent jurisdiction, and such ruling has become final and non-appealable); or |
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on a date determined by our board of directors during the period commencing 90 days and ending 180 days after the
date that Mr. Tan and his affiliates and Permitted Entities together own less than 33% of the number of Class B Ordinary Shares that he and his affiliates and Permitted Entities owned immediately following the consummation of the Business
Combination. |
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Transfer of Ordinary Shares
Subject to applicable laws, including securities laws, and the restrictions contained in the Amended Articles and to
any lock-up agreements to which a shareholder may be a party, any shareholders may transfer all or any of their Class A Ordinary Shares by an instrument of transfer in the usual or common form or any other form approved by our board
of directors.
Class B Ordinary Shares may be transferred only to a Permitted Transferee of the holder and, subject to the ROFO
Agreement, any Class B Ordinary Shares transferred otherwise will be converted into Class A Ordinary Shares as described above. See Optional and Mandatory Conversion.
Our board of directors may decline to register any transfer of any share in the event that any of the following is known by the directors not
to be both applicable and true with respect to such transfer:
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the instrument of transfer is lodged with us, or the designated transfer agent or share registrar, accompanied by
the certificate for the shares to which it relates (if any) and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
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the instrument of transfer is in respect of only one class of shares; |
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the instrument of transfer is properly stamped, if required; |
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the transferred shares are fully paid up and free of any lien in favor of us (it being understood and agreed that
all other liens, e.g. pursuant to a bona fide loan or indebtedness transaction, shall be permitted); or |
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a fee of such maximum sum as NASDAQ may determine to be payable, or such lesser sum as our board of directors may
from time to time require, is paid to us in respect thereof. |
If our board of directors refuses to register a transfer
they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal stating the facts which are considered to justify the refusal to register the
transfer.
Liquidation
Our
Class A Ordinary Shares and Class B Ordinary Shares will rank equally upon occurrence of any liquidation or winding up, in the event of which our assets will be distributed to, or the losses will be borne by, shareholders in proportion to
the par value of the shares held by them.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares. The Ordinary Shares
that have been called upon and remain unpaid are, after a notice period, subject to forfeiture.
Redemption of Ordinary Shares
Subject to the provisions of the Cayman Islands Companies Act, we may issue shares that are to be redeemed or are liable to be redeemed at the
option of the shareholder or us. The redemption of such shares will be effected in such manner and upon such other terms as we may, by special resolution, determine before the issue of the shares.
Variations of Rights of Shares
Subject to certain Amended Articles provisions governing the Class B Ordinary Shares, if at any time our share capital is divided into
different classes of shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied without the consent of the holders of the issued shares of that class where such
variation is considered by the directors not to have a material adverse effect upon such rights. Otherwise, any such variation will be made only with the consent in writing of the holders of not less than two-thirds of the issued shares of
that class, or with the approval of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the shares of that class.
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General Meetings of Shareholders
We hold annual general meetings at such time and place as our board of directors determines. At least seven calendar days notice shall be
given for any general meeting. Our board of directors may call extraordinary general meetings, and must convene an extraordinary general meeting upon the requisition of (a) shareholders holding at least a majority of the votes that may be cast
at such meeting, or (b) the holders of Class B Ordinary Shares entitled to cast (including by proxy) a majority of the votes that all Class B Ordinary Shares are entitled to cast. Separate general meetings of the holders of a class or
series of shares may be called only by (a) the chairman of our board of directors, (b) a majority of the entire board of directors (unless otherwise specifically provided by the terms of issue of the shares of such class or series), or
(c) with respect to general meetings of the holders of Class B Ordinary Shares, Mr. Tan. One or more shareholders holding not less than an aggregate of one-third of all votes that may be cast in respect of our share capital
in issue present in person or by proxy and entitled to vote will be a quorum for all purposes, provided that the presence in person or by proxy of holders of a majority of Class B Ordinary Shares will be required in any event.
Inspection of Books and Records
Our board of directors shall determine whether, to what extent, at what times and places and under what conditions or regulations the accounts
and books will be open to the inspection by shareholders, and no shareholder will otherwise have any right of inspecting any of our account or book or document except as required by the Cayman Islands Companies Act or authorized by shareholders in a
general meeting.
Changes in Capital
We may from time to time by ordinary resolution, subject to the rights of holders of Class B Ordinary Shares:
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increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution
will prescribe; |
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consolidate and divide all or any share capital into shares of a larger amount than existing shares;
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sub-divide its existing shares or any of them into shares of a smaller amount; provided that in the subdivision
the proportion between the amount paid and the amount, if any, unpaid on each reduced share will be the same as it was in case of the share from which the reduced share is derived; or |
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cancel any shares that at the date of the passing of the resolution have not been taken or agreed to be taken by
any person and diminish the amount of its share capital by the amount of the shares so canceled. |
Subject to the rights
of Class B Ordinary Shares, we may by special resolution reduce its share capital or any capital redemption reserve fund in any manner permitted by law.
Warrants
Our warrants are issued in
registered (book-entry) form under the warrant agreement, dated September 30, 2020, by and between AGC and Continental, as warrant agent, as amended by the Assignment, Assumption and Amendment Agreement, dated April 12, 2021, by and among
AGC, Grab and Continental (the warrant agreement, as amended, the Warrant Agreement). As used herein:
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Forward Purchase Warrants refer to the warrants purchased by (i) Altimeter Partners Fund, L.P.
(the Sponsor Affiliate) pursuant to the Forward Purchase Agreement between AGC and the Sponsor Affiliate, as amended and restated as of April 12, 2021, and (ii) JS Capital LLC (JS Securities) pursuant to the Forward
Purchase Agreement between AGC and JS Securities, as amended and restated as of April 12, 2021; |
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Private Placement Warrants refer to warrants issued to the Sponsor pursuant to the certain Private
Placement Warrants Purchase Agreement between AGC and the Sponsor, and assumed by Grab pursuant to the Warrant Agreement; and |
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Public Warrants refer to the warrants issued to public investors in AGCs initial public
offering and assumed by Grab pursuant to the Warrant Agreement. |
The following summary of certain provisions relating to
our warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to the Warrant Agreement.
General
The Private Placement Warrants are identical to the Public Warrants in all material respects, except that the Private Placement
Warrants (i) may not, so long as they are held by the Sponsor or any of its Permitted Transferees (as defined in the Warrant Agreement), be transferred, assigned or sold by the holder until December 31, 2021; (ii) may be exercised for
cash or on a cashless basis, and (iii) shall not be redeemable by us so long as they are held by the Sponsor or any of its Permitted Transferees. The Forward Purchase Warrants have the same terms as the Public Warrants.
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Each warrant entitles its holder to purchase one Class A Ordinary Share at an exercise
price of $11.50 per share, subject to certain adjustments (the Exercise Price). The warrants became exercisable on December 31, 2021. The warrants will expire at the earliest to occur of (i) 5:00 p.m., New York City time on
December 2, 2026 and (ii) 5:00 p.m., New York City time on the redemption date, if any, that we may fix in accordance with the Warrant Agreement, except that in the case of any Private Placement Warrants held by the Sponsor or any of its
Permitted Transferees, they will expire at 5:00 p.m., New York City time on December 2, 2026 (the expiration dates of the warrants, the Expiration Date). We may extend the duration of the warrants so long as we provide at least 20
days prior written notice to all registered holders. Any such extension must be identical among all of the warrants. Any warrant not exercised prior to its expiration will become void.
Exercise of Warrants
A warrant
may be exercised by delivering to the warrant agent (i) the warrant, (ii) an election to purchase form, and (iii) the payment in full of the Exercise Price and any and all applicable taxes due in connection with the exercise.
As soon as practicable after the exercise of any warrant we will issue a book-entry position or certificate, as applicable, for the Class A Ordinary
Shares. All Class A Ordinary Shares issued upon the proper exercise of a warrant in conformity with the Warrant Agreement will be validly issued, fully paid and non-assessable.
A warrant holder may notify us in writing of the holders election to be subject to a provision of the Warrant Agreement preventing the
holder from exercising a warrant, to the extent that, after giving effect to such exercise, the holder (together with its affiliates), to the warrant agents actual knowledge, would beneficially own in excess of 9.8%, as specified by the holder
(the Maximum Percentage) of our outstanding Class A Ordinary Shares immediately after giving effect to such exercise. By written notice to us, a warrant holder may increase or decrease the Maximum Percentage to any other percentage
specified in such notice; provided, however, that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to us.
Notwithstanding the above, we are not obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a warrant and do not
have the obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current,
subject to our satisfaction of obligations with respect to registration under the Warrant Agreement, or a valid exemption from registration is available. No warrant will be exercisable and we will not be obligated to issue a Class A Ordinary
Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the
warrants.
Adjustments
We
may, in our sole discretion, lower the Exercise Price at any time prior to the Expiration Date for a period of not less than 15 business days, unless otherwise required by applicable laws, stock exchange rules or the U.S. Securities and Exchange
Commission (the SEC), provided that we provide a prior notice of at least three business days to the holders and any such reduction shall be identical among all of the warrants.
The number of Class A Ordinary Shares issuable upon the exercise of the warrants is subject to customary adjustments in certain
circumstances, such as a share split, dividend or reclassification of our Class A Ordinary Shares, as described in the Warrant Agreement. In the event the number of Class A Ordinary Shares purchasable upon the exercise of the warrants is
adjusted, the Exercise Price will be adjusted (to the nearest cent) by multiplying the Exercise Price immediately prior to such adjustment, by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable
upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
If, by reason of any adjustment made pursuant to the events described above, the holder of any warrant would be entitled, upon the exercise of
such warrant, to receive a fractional interest in a share, we will, upon such exercise, round down to the nearest whole number the number of Class A Ordinary Shares to be issued to such holder.
Warrant holders also have replacement rights in the case of certain reorganization, merger, consolidation or sale transactions involving our
company or substantially all of our assets (each a Replacement Event). Upon the occurrence of any Replacement Event, warrant holders will have the right to purchase and receive (in lieu of our Class A Ordinary Shares) the kind and
amount of stock or other securities or property (including cash) receivable upon such Replacement Event that the holder would have received if the warrants were exercised immediately prior to such event.
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Upon any adjustment of the Exercise Price or the number of shares issuable upon exercise of
a warrant, we will provide written notice of such adjustment to the warrant agent stating the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Class A Ordinary Shares purchasable at such price
upon the exercise of a warrant. We will also provide notice of any adjustment described above to each warrant holder at the last address set forth in the warrant register stating the date of the event.
Cashless Exercise
We agreed to
use commercially reasonable efforts to file with the SEC as soon as practicable a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the warrants. We are obligated to
use commercially reasonable efforts to cause the registration statement to become effective and to maintain its effectiveness, and a current prospectus relating thereto, until the expiration or redemption of the warrants. Warrant holders have the
right, during any period that we may fail to, as agreed, maintain an effective registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants, to exercise such warrants on a cashless basis. In a
cashless exercise, holders may exchange their warrants for a number of Class A Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the
warrants, multiplied by the excess of the Fair Market Value (as defined hereinafter) less the Exercise Price by (y) the Fair Market Value and (B) 0.361 per warrant. Fair Market Value in this paragraph means the volume
weighted average price of the Class A Ordinary Shares as reported during the ten trading days ending on the trading day prior to the date that notice of exercise is received by the warrant agent.
If, by reason of any exercise of warrants on a cashless basis, the holder of any warrant would be entitled, upon the exercise of
such warrant, to receive a fractional interest in a Class A Ordinary Share, we will round down to the nearest whole number, the number of Class A Ordinary Shares to be issued to such holder.
Redemption
We have the right to
redeem all the warrants (but not less than all the warrants), at any time while they are exercisable and prior to their expiration, at the price of $0.01 per warrant (the Redemption Price). If we choose to redeem all outstanding
warrants, we are required to (i) fix a date for the redemption and (ii) provide notice to the registered holders of the warrants at least 30 days prior to the redemption date. We will mail any such notice of redemption by first class mail,
postage prepaid, not less than 30 days prior to the redemption date to registered warrant holders. The notice will be sent to each registered holders last address as it appears on the registration books. Any notice so mailed will be
conclusively presumed to have been duly given, whether or not the registered holder actually receives such notice.
We may redeem the
warrants if (i) the last reported sale price of our Class A Ordinary Shares has been at least $18.00 per share (subject to certain adjustments), on 10 trading days within the 20-trading-day period ending on the third business day prior to
the date on which notice of the redemption is given and (ii) there is an effective registration statement covering issuance of the Class A Ordinary Shares issuable upon exercise of the warrants, and a current prospectus relating thereto,
available throughout the 30 days prior to the redemption date.
If there is no effective registration statement and current prospectus
available, we may nonetheless redeem the warrants on a cashless basis, provided that (i) the last reported sale price of our Class A Ordinary Shares has been at least $10.00 per share (subject to certain adjustments) on 10
trading days within the 20-trading-day period ending on the third business day prior to the date on which notice of the redemption is given; and (ii) the holders are able to exercise their warrants on a cashless basis prior to redemption and
receive that number of Class A Ordinary Shares determined based on the date of redemption and the volume weighted average price of the Class A Ordinary Shares during the ten trading days immediately following the date on which the notice
of redemption is sent to holders of the warrants.
On and after the redemption date, the record holder of the warrants will have no
further rights except to receive, upon surrender of the warrants, the Redemption Price.
The redemption rights above do not apply to the
Private Placement Warrants unless and until they are transferred to persons other than the Sponsor and its Permitted Transferees.
Transfers and
Exchanges
Warrants may be exchanged or transferred upon surrender of the warrant to the warrant agent, together with a written
request for exchange or transfer. Upon any transfer, a new warrant representing an equal aggregate number of warrants will be issued and the old warrant will be canceled by the warrant agent.
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Book-entry warrants may be transferred only in whole and warrants bearing a restrictive
legend may be transferred or exchanged only if the warrant agent has received an opinion of counsel stating that such transfer may be made and indicating whether the new warrants must also bear a restrictive legend.
No Rights as a Shareholder
A
warrant does not entitle the holder to any of the rights of a shareholder of our company, including, without limitation, the right to receive dividends or other distributions, exercise any preemptive right to vote or to consent or the right to
receive notice as shareholders in respect of the meetings of shareholders or the election of directors of our company or any other matter.
Exempted
Company
We are an exempted company with limited liability incorporated under the laws of Cayman Islands. The Cayman Islands Companies
Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The
requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:
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an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies of
the Cayman Islands; |
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an exempted companys register of members is not open to inspection; |
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an exempted company does not have to hold an annual general meeting; |
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an exempted company may issue no par value shares; |
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an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings
are usually given for 20 years in the first instance); |
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an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman
Islands; |
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an exempted company may register as a limited duration company; and |
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an exempted company may register as a segregated portfolio company. |
Shareholders Deed
Concurrently
with the signing of the Business Combination Agreement and effective upon consummation of the Business Combination, we entered into the Shareholders Deed with Sponsor, Grab Holdings Inc., the Key Executives and certain entities related to
Mr. Tan, pursuant to which, among other things, the Key Executives other than Mr. Tan and certain entities related to such Key Executives or Mr. Tan (the Covered Holders) irrevocably appointed
Mr. Tan attorney-in-fact and proxy for and in such Covered Holders name, place and stead, to: (i) attend any and all shareholders meetings; (ii) vote such Covered Holders Class B Ordinary Shares at any such
meeting; (iii) grant or withhold all written consents with respect to such Covered Holders Class B Ordinary Shares; and (iv) represent and otherwise act for such Covered Holder in the same manner and with the same effect as if
such Covered Holder was personally present at any such meeting. As a condition of transfer of any Class B Ordinary Shares by a Covered Holder to a third party that is a Permitted Transferee, the Covered Holder must cause such Permitted
Transferee to adhere to the Shareholders Deed, including the Key Executive Proxies. The Key Executive Proxies granted under the Shareholders Deed with respect to any Class B Ordinary Share will remain in effect until such
Class B Ordinary Share is converted into a Class A Ordinary Share.
Further pursuant to the Shareholders Deed,
Sponsor has agreed to gift or transfer for a nominal amount 1,227,500 Class A Ordinary Shares to the GrabForGood Fund or another charitable organization, foundation, fund or similar entity as agreed between Sponsor and GHL.
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SHARES ELIGIBLE FOR FUTURE SALE
As of June 30, 2022, we had 3,721,578,210 Class A Ordinary Shares and 129,749,667 Class B Ordinary Shares issued and
outstanding. All of the Class A Ordinary Shares issued to the AGC shareholders in connection with the Business Combination are freely transferable by persons other than by Sponsor or AGCs or our affiliates without restriction or further
registration under the Securities Act. Additionally, the GHI shareholders received 3,151,707,772 Class A Ordinary Shares, substantially all of which are freely transferable as of June 30, 2022. Sales of substantial amounts of the
Class A Ordinary Shares in the public market could adversely affect prevailing market prices of the Class A Ordinary Shares.
Lock-up Agreements
Concurrently
with the signing of the Business Combination Agreement, certain shareholders and executives of Grab, including its principal shareholders and Key Executives, and Sponsor agreed, pursuant respectively to certain of the GHI Shareholder Support
Agreements and Sponsor Support Agreement, not to, without the prior written consent of our board of directors, for specified periods of time after the consummation of the Business Combination, transfer any Ordinary Shares or other securities
convertible into or exercisable or exchangeable for Ordinary Shares, with certain customary exceptions. As certain restrictions have recently expired or will expire, additional securities have become or will become eligible for resale as follows:
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On May 30, 2022, which was 180 days after the consummation of the Business Combination, up to 2,598,192,720
Class A Ordinary Shares held by certain of our shareholders became eligible for resale, but pursuant to a new lock-up agreement dated March 14, 2022, lock-up restriction on certain of such Class A Ordinary Shares that are held by our
key executives, namely, Anthony Tan, Hooi Ling Tan, Ming Maa, Peter Oey, Chin Yin Ong and Alex Hungate, has been extended to May 30, 2023; |
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One year after the consummation of the Business Combination, up to 2,867,235 Class A Ordinary Shares
received by Mr. Oey and Ms. Ong upon settlement of certain RSUs granted with respect to the Business Combination; |
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Three years after the consummation of the Business Combination, up to 32,451,891 Ordinary Shares received by the
Key Executives upon settlement of certain restricted stock awards granted with respect to the Business Combination; and |
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Three years after the consummation of the Business Combination, up to 12,275,000 Class A Ordinary Shares, or
other securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, held by Sponsor. |
Registration
Rights
Pursuant to the PIPE Subscription Agreements, we agreed to file a registration statement (the PIPE Registration
Statement) registering up to 326,500,000 Class A Ordinary Shares held by the PIPE Investors within 30 days after the consummation of the Business Combination.
Concurrently with the signing of the Business Combination Agreement, we entered into a registration rights agreement (the Registration
Rights Agreement) with Sponsor, AGC, the Sponsor Related Parties and certain shareholders of Grab, including its principal shareholders and Key Executives (the Grab Investors), pursuant to which the following securities must,
subject to the provisions of the Registration Rights Agreement, also be registered in the PIPE Registration Statement: (i) all Ordinary Shares issued pursuant to the Sponsor Subscription Agreement, the Backstop Subscription Agreement or the
Amended and Restated Forward Purchase Agreements and (ii) other registrable securities of any other Grab Investor who specifically requests in writing registration of registrable securities held by such Grab Investor. We agreed, as soon as
reasonably practicable and in any event no later than 45 days following the date that we become eligible to use a shelf registration statement on Form F-3, prepare and file a shelf registration statement for an
offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Grab Investors of all registrable securities held by or then issuable to Grab Investors. Holders of at least 25% of the
then outstanding registrable securities, Sponsor and Key Executive(s) holding a majority in interest of the registrable securities held by all Key Executives, may make demand for registration of all or any portion of such holders registrable
securities, up to three times if Sponsor and one time if a Key Executive; provided that we will only be required to effectuate two underwritten takedowns pursuant to any such demands within any 12-month period. Holders of at least 25% of
the then outstanding registrable securities, or if less than all registrable securities of the Grab Investors are registered in the PIPE Registration Statement, any Grab Investor, Sponsor and Key Executive(s) holding a majority in interest of the
registrable securities held by all Key Executives, may make demand for registration of at least 15% (or in the case of a Key Executive or the Sponsor, such percentage as determined by them) of the then outstanding number of registrable securities,
up to three times if Sponsor and one time if a Key Executive, at any time and from time to time after the expiration of any lock-up to which such securities are subject pursuant to any Lock-Up Agreement. In addition, holders of
registrable securities have certain piggy-back registration rights with respect to registration statements filed after the expiration of any lock-up to which such securities are subject pursuant to
any Lock-Up Agreement, with certain customary exceptions. We agreed to bear all costs and expenses incurred in connection with the filing of any such registration statements.
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Rule 144
Pursuant to Rule 144 under the Securities Act (Rule 144), a person who has beneficially owned restricted Ordinary Shares or
Warrants for at least six months would be entitled to sell their securities; provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and
(ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter
period as it was required to file reports) preceding the sale.
Persons who have beneficially owned restricted Ordinary Shares or Warrants
for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period
only a number of securities that does not exceed the greater of:
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one percent (1%) of the total number of Ordinary Shares then issued and outstanding; or
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the average weekly reported trading volume of the Class A Ordinary Shares during the four calendar weeks
preceding the filing of a notice on Form 144 with respect to the sale. |
Sales by our affiliates under Rule 144 are also
limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the
Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially
issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following
conditions are met:
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the issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act; |
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the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable,
during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials); and |
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at least one year has elapsed from the time that the issuer filed Form 20-F type information with the SEC, which
is expected to be filed promptly after consummation of the Business Combination, reflecting its status as an entity that is not a shell company. |
Regulation S
Regulation S under the
Securities Act provides a safe harbor from registration requirements in the United States for offers and sales of securities that occur outside the United States. Rule 903 of Regulation S provides the conditions to the safe harbor for a sale by an
issuer, a distributor, their respective affiliates or anyone acting on their behalf, while Rule 904 of Regulation S provides the conditions to the safe harbor for a resale by persons other than those covered by Rule 903. In each case, any sale must
be completed in an offshore transaction, as that term is defined in Regulation S, and no directed selling efforts, as that term is defined in Regulation S, may be made in the United States.
Rule 701
In general, under Rule 701 of
the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases equity shares from us in connection with a compensatory stock plan or other written agreement that was executed prior to the completion of the
Business Combination is eligible to resell those equity shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.
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TAXATION
United States Federal Income Tax Considerations
General
The following is a general
discussion of the U.S. federal income tax consequences of the ownership and disposition of our Class A Ordinary Shares and Warrants (the Securities). There can be no assurance that the IRS will not challenge the U.S. federal income
tax treatment described below or that, if challenged, such treatment will be sustained by a court.
This summary is limited to U.S.
federal income tax considerations relevant to U.S. Holders that hold the Securities as capital assets within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the Code) (generally, property held
for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such
as, for example:
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our officers or directors; |
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banks, financial institutions or financial services entities; |
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taxpayers that are subject to the mark-to-market accounting rules; |
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governments or agencies or instrumentalities thereof; |
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regulated investment companies; |
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real estate investment trusts; |
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expatriates or former long-term residents of the United States; |
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persons that actually or constructively own five percent or more of our shares by vote or value;
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persons that acquired the Securities pursuant to an exercise of employee share options, in connection with
employee share incentive plans or otherwise as compensation or in connection with services; |
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persons that hold the Securities as part of a straddle, constructive sale, hedging, conversion or other
integrated or similar transaction; or |
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U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. |
As used in this prospectus, the term U.S. Holder means a beneficial owner of the Securities that is for U.S. federal income tax
purposes:
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an individual citizen or resident of the United States; |
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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or
organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust if (A) a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect under applicable U.S. Treasury regulations a valid election to be treated as a U.S. person.
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Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulations promulgated
thereunder and administrative and judicial interpretations thereof, all as of the date hereof. Those authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S.
federal income tax consequences different from those discussed below. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S.
tax laws.
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This discussion does not consider the tax treatment of partnerships or other pass-through
entities or persons who hold the Securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of the Securities, the U.S. federal income
tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partner and the partnership. If you are a partner of a partnership holding the Securities, we urge you to consult your own tax
advisor.
THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX
CONSEQUENCES OF OWNING AND DISPOSING OF THE SECURITIES. HOLDERS OF THE SECURITIES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF THE SECURITIES, INCLUDING THE
APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.
U.S. Holders
Taxation of Distributions
Subject
to the possible applicability of the PFIC rules discussed below, a U.S. Holder generally will be required to include in gross income as a dividend the amount of any distribution paid on our Class A Ordinary Shares to the extent the distribution
is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends paid by us will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the
dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Subject to the PFIC rules described below, distributions in excess of such earnings and profits generally will
be applied against and reduce the U.S. Holders basis in our Class A Ordinary Shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such ordinary shares (see
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants below).
With respect to non-corporate U.S. Holders, under tax laws currently in effect and subject to certain exceptions (including, but not limited
to, dividends treated as investment income for purposes of investment interest deduction limitations), dividends generally will be taxed at the lower applicable long-term capital gains rate (see Gain or Loss on Sale, Taxable Exchange or
Other Taxable Disposition of Class A Ordinary Shares and Warrants below) provided that our Class A Ordinary Shares are readily tradable on an established securities market in the United States, and we are not treated as a PFIC in the
year the dividend is paid or in the preceding year and certain holding period and other requirements are met. U.S. Treasury Department guidance indicates that shares listed on NASDAQ (on which our Class A Ordinary Shares are listed) will be
considered readily tradable on an established securities market in the United States. Even if the Class A Ordinary Shares are listed on NASDAQ, there can be no assurance that our Class A Ordinary Shares will be considered readily tradable
on an established securities market in future years. U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to Class A Ordinary Shares.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants
Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition
of our Class A Ordinary Shares or Warrants in an amount equal to the difference between the amount realized on the disposition and such U.S. Holders adjusted tax basis in such Class A Ordinary Shares or Warrants. Any such capital
gain or loss generally will be long-term capital gain or loss if the U.S. Holders holding period for such Class A Ordinary Shares or Warrants exceeds one year. Long-term capital gain realized by a non-corporate U.S. Holder is currently
eligible to be taxed at reduced rates. The deduction of capital losses is subject to certain limitations.
Exercise, Lapse or Redemption of a
Warrant
Subject to the PFIC rules and except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder
generally will not recognize gain or loss upon the acquisition of a Class A Ordinary Share on the exercise of a Warrant. A U.S. Holders tax basis in a Class A Ordinary Share received upon exercise of the Warrant generally will be an
amount equal to the sum of the U.S. Holders tax basis in the Warrant exchanged therefor and the exercise price. The U.S. Holders holding period for a Class A Ordinary Share received upon exercise of the Warrant will begin on the
date following the date of exercise (or possibly the date of exercise) of the Warrant and will not include the period during which the U.S. Holder held the Warrant. If a Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize
a capital loss equal to such holders tax basis in the Warrant.
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The tax consequences of a cashless exercise of a warrant are not clear under current law.
Subject to the PFIC rules discussed below, a cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes.
Although we expect a U.S. Holders cashless exercise of our warrants (including after we provide notice of our intent to redeem warrants for cash) to be treated as a recapitalization, a cashless exercise could alternatively be treated as a
taxable exchange in which gain or loss would be recognized.
In either tax-free situation, a U.S. Holders tax basis in the
Class A Ordinary Shares received generally would equal the U.S. Holders tax basis in the Warrants. If the cashless exercise is not treated as a realization event, it is unclear whether a U.S. Holders holding period for the
Class A Ordinary Share will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant. If the cashless exercise is treated as a recapitalization, the holding period of the Class A Ordinary
Shares would include the holding period of the warrants.
It is also possible that a cashless exercise may be treated in part as a taxable
exchange in which gain or loss would be recognized. In such event, a portion of the Warrants to be exercised on a cashless basis could, for U.S. federal income tax purposes, be deemed to have been surrendered in consideration for the exercise price
of the remaining Warrants, which would be deemed to be exercised. For this purpose, a U.S. Holder may be deemed to have surrendered a number of Warrants having an aggregate value equal to the exercise price for the total number of Warrants to be
deemed exercised. Subject to the PFIC rules discussed below, the U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the total number of Warrants deemed surrendered and the U.S.
Holders tax basis in such Warrants. In this case, a U.S. Holders tax basis in the Class A Ordinary Shares received would equal the U.S. Holders tax basis in the Warrants exercised plus (or minus) the gain (or loss) recognized
with respect to the surrendered Warrants. It is unclear whether a U.S. Holders holding period for the Class A Ordinary Shares would commence on the date of exercise of the Warrant or the day following the date of exercise of the Warrant.
Because of the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if
any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, a U.S. Holder should consult its tax advisor regarding the tax consequences of a cashless exercise.
Subject to the PFIC rules described below, if we redeem warrants for cash or purchase warrants in an open market transaction, such redemption
or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under Exercise, Lapse or Redemption of a Warrant.
Possible Constructive Distributions
The terms of each Warrant provide for an adjustment to the number of Class A Ordinary Shares for which the Warrant may be exercised or to
the exercise price of the warrant in certain events, as discussed in the section of this prospectus captioned Description of Share CapitalWarrants. An adjustment which has the effect of preventing dilution generally is not taxable.
The U.S. Holders of the Warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases such U.S. Holders proportionate interests in our assets or earnings and profits (e.g.
through an increase in the number of Class A Ordinary Shares that would be obtained upon exercise or through a decrease to the exercise price of a Warrant) as a result of a distribution of cash or other property to the holders of Class A
Ordinary Shares which is taxable to the U.S. Holders of such Class A Ordinary Shares as described under Taxation of Distributions above. Such constructive distribution would be subject to tax as described under that section in
the same manner as if the U.S. Holders of the warrants received a cash distribution from us equal to the fair market value of such increased interest, and would increase a U.S. Holders adjusted tax basis in its Warrants to the extent that such
distribution is treated as a dividend.
Passive Foreign Investment Company Status
The treatment of U.S. Holders of our Class A Ordinary Shares and Warrants could be materially different from that described above if we
are or were treated as a passive foreign investment company (PFIC) for U.S. federal income tax purposes.
A non-U.S.
corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own
at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of
any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or
royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
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We do not believe we were a PFIC for U.S. federal income tax purposes for the taxable year
ended December 31, 2021. However, this conclusion is a factual determination that must be made annually at the close of each taxable year. Recent declines in the market price of our Class A Ordinary Shares and the substantial amount of
cash and investments on our balance sheet significantly increased our risk of becoming a PFIC. The market price of our Class A Ordinary Shares may continue to fluctuate considerably and, consequently, we cannot assure you of our PFIC status for
any taxable year. With certain exceptions, the Class A Ordinary Shares would be treated as stock in a PFIC with respect to a U.S. Holder if we were a PFIC at any time during a U.S. Holders holding period in such U.S. Holders
Class A Ordinary Shares. There can be no assurance, however, that we or any of our subsidiaries will not be treated as a PFIC for any taxable year or at any time during a U.S. Holders holding period.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of
Class A Ordinary Shares or Warrants and, in the case of Class A Ordinary Shares, the U.S. Holder did not make a qualified electing fund (QEF) election or a mark-to-market election, such U.S. Holder generally would be subject to
special and adverse rules, regardless of whether we remain a PFIC, with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Class A Ordinary Shares or Warrants and (ii) any excess
distribution made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the
Class A Ordinary Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holders holding period for the Class A Ordinary Shares).
Under these rules:
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the U.S. Holders gain or excess distribution will be allocated ratably over the U.S. Holders holding
period for the Class A Ordinary Shares or Warrants; |
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the amount allocated to the U.S. Holders taxable year in which the U.S. Holder recognized the gain or
received the excess distribution, or to the period in the U.S. Holders holding period before the first day of our first taxable year in which we were a PFIC, will be taxed as ordinary income; |
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the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding
period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
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an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on
the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
If we are a
PFIC and, at any time, have a non-U.S. subsidiary that is classified as a PFIC, a U.S. Holder generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest
charge described above if we (or our subsidiary) receive a distribution from, or disposes of all or part of its interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. U.S.
Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs.
We do not expect to furnish U.S.
Holders with the tax information necessary to enable a U.S. Holder to make a QEF election which, if available, would result in tax treatment different from (and possibly less adverse than) the general tax treatment for PFICs described above.
Alternatively, if we are a PFIC and the Class A Ordinary Shares constitute marketable stock (as defined below), a U.S. Holder
may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) the Class A Ordinary Shares, makes a mark-to-market election with respect to such
shares for such taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Class A Ordinary Shares at the end of such year over its adjusted basis
in its Class A Ordinary Shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its Class A Ordinary Shares over the fair market value of its Class A Ordinary Shares at
the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holders basis in its Class A Ordinary Shares will be adjusted to reflect any such
income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Class A Ordinary Shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to Warrants.
The mark-to-market election is available only for marketable stock, generally, stock that is regularly traded on a national
securities exchange that is registered with the SEC, including NASDAQ (on which the Class A Ordinary Shares will be listed), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price
represents a legitimate and sound fair market value. Moreover, a mark-to-market election made with respect to Class A Ordinary Shares would not apply to a U.S. Holders indirect interest in any lower tier PFICs in which we own shares. U.S.
Holders should consult their tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to the Class A Ordinary Shares under their particular circumstances.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621
and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
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The rules dealing with PFICs are very complex and are affected by various factors in
addition to those described above. Accordingly, U.S. Holders of the Class A Ordinary Shares and Warrants should consult their tax advisors concerning the application of the PFIC rules to the Securities under their particular circumstances.
Non-U.S. Holders
This section
applies to you if you are a Non-U.S. Holder. As used herein, the term Non-U.S. Holder means a holder who, for U.S. federal income tax purposes, is a beneficial owner of the Securities (other than a partnership or other entity
or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.
Dividends (including
constructive dividends) paid or deemed paid to a Non-U.S. Holder in respect of Class A Ordinary Shares generally will not be subject to U.S. federal income tax unless the dividends are effectively connected with the Non-U.S. Holders
conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States). In addition, a Non-U.S.
Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of the Securities unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if
required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States), or the Non-U.S. Holder is an individual who is present in the United States for a period or
periods aggregating 183 days or more in the taxable year of sale or other disposition and certain other conditions are met (in which case, such gain from the United States sources generally is subject to tax at a 30% rate or a lower applicable
treaty rate).
Dividends (including constructive dividends) and gains that are effectively connected with the Non-U.S. Holders
conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax at the
same regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate
or a lower applicable tax treaty rate.
The U.S. federal income tax treatment of a Non-U.S. Holders exercise of a Warrant, or the
lapse of a Warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described in Exercise, Lapse or Redemption of a Warrant
above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described in the preceding paragraphs above for a Non-U.S. Holders gain on the sale or other disposition of the
Securities.
Information Reporting and Backup Withholding
Dividend payments (including constructive dividends) with respect to Class A Ordinary Shares and proceeds from the sale, exchange or
redemption of the Securities may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding (currently at a rate of 24%) will not apply, however, to a U.S. Holder who furnishes a correct taxpayer
identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. Holders broker) and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A
Non-U.S. Holder generally will not be subject to the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by
otherwise establishing an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a holders U.S. federal income tax liability, if any,
provided the required information is timely furnished to the IRS.
Certain U.S. Holders holding specified foreign financial assets with an
aggregate value in excess of an applicable dollar threshold are required to report information to the IRS relating to the Securities, subject to certain exceptions (including an exception for the Securities held in an account maintained with a U.S.
financial institution), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return, for each year in which they hold the Securities.
Cayman Islands Tax Considerations
The
following summary contains a description of certain Cayman Islands income tax consequences of the acquisition, ownership and disposition of ordinary shares, but it does not purport to be a comprehensive description of all the tax considerations that
may be relevant to a decision to purchase ordinary shares. The summary is based upon the tax laws of Cayman Islands and regulations thereunder as of the date hereof, which are subject to change.
Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any shares
under the laws of their country of citizenship, residence or domicile.
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The following is a discussion on certain Cayman Islands income tax consequences of an
investment in the Securities. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investors particular circumstances, and does not
consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws:
Payments of dividends and capital in respect of the Securities will not be subject to taxation in the Cayman Islands and no withholding will be
required on the payment of interest and principal or a dividend or capital to any holder of Class A Ordinary Shares, as the case may be, nor will gains derived from the disposal of the Class A Ordinary Shares be subject to Cayman Islands
income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.
No stamp duty is payable in respect of the issue of the Securities or on an instrument of transfer in respect of a Security.
We have been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has obtained
undertakings from the Governor in Cabinet of the Cayman Islands in the following form:
The Tax Concessions Law
Undertaking as to Tax Concessions
In accordance with section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, the Governor in Cabinet of the Cayman Islands
has undertaken with GHL that:
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no law which is thereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income,
gains or appreciations shall apply to GHL or its operations; and |
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in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of
estate duty or inheritance tax shall be payable: |
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on or in respect of the shares, debentures or other obligations of GHL; or |
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by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act.
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The concessions apply for a period of THIRTY years from 13 May 2021.
The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no
taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to GHL levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain
instruments executed in or brought within the jurisdiction of the Cayman Islands.
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PLAN OF DISTRIBUTION
We are registering the resale by the Selling Securityholders named in this prospectus of: (i) 76,247,666 Class A Ordinary Shares of
the Company; (ii) 50,000 Warrants; and (iii) 50,000 Class A Ordinary Shares issuable upon the exercise of the 50,000 Warrants. As used herein, Selling Securityholders includes donees, pledgees, transferees or other
successors-in-interest (as a gift, pledge, partnership distribution or other non-sale related transfer) selling securities received after the date of this prospectus from the Selling Securityholders.
We are registering the foregoing securities so that those securities may be freely sold to the public by the Selling Securityholders. We have
agreed with certain Selling Securityholders pursuant to the Registration Rights Agreement or the PIPE Subscription Agreements to use commercially reasonable efforts to keep the registration statement of which this prospectus constitutes a part
effective until such time as such Selling Securityholders cease to hold any securities eligible for registration under the respective agreements. The Selling Securityholders may offer and sell, from time to time, some or all of the securities
covered by this prospectus, and each Selling Securityholder will act independently of us in making decisions with respect to the timing, manner and size of any sale. However, there can be no assurance that the Selling Securityholders will sell all
or any of the securities offered by this prospectus.
We will not receive any proceeds from any sale by the Selling Securityholders of the
securities being registered hereunder. The aggregate proceeds to the Selling Securityholders will be the aggregate purchase price of the securities sold less any discounts and commissions borne by the Selling Securityholders. We will bear all costs,
expenses and fees in connection with the registration of the securities offered by this prospectus, whereas the Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of our Class A Ordinary Shares
or Warrants. Our Class A Ordinary Shares and Warrants are currently listed on NASDAQ under the symbols GRAB and GRABW, respectively.
Subject to the terms of the agreement(s) governing the registration rights applicable to a Selling Securityholders shares of our
Class A Ordinary Shares or Warrants, the Selling Securityholders may use any one or more of the following methods when selling the securities offered by this prospectus:
|
|
|
purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this
prospectus; |
|
|
|
ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
|
|
|
block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction; |
|
|
|
an over-the-counter distribution in accordance with the rules of NASDAQ; |
|
|
|
through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act
that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
|
|
|
|
through one or more underwritten offerings on a firm commitment or best efforts basis; |
|
|
|
settlement of short sales entered into after the date of this prospectus; |
|
|
|
agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share or
warrant; |
|
|
|
distribution to employees, members, limited partners or stockholders of the Selling Securityholder or its
affiliates by pledge to secure debts and other obligations; |
|
|
|
delayed delivery arrangements; |
|
|
|
in at the market offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at
prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings
through sales agents; |
|
|
|
directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated
transactions; |
|
|
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange
or otherwise; |
|
|
|
through a combination of any of the above methods of sale; or |
|
|
|
any other method permitted pursuant to applicable law. |
186
The Selling Securityholders may sell the securities at prices then prevailing, related to
the then prevailing market price or at negotiated prices. The offering price of the securities from time to time will be determined by the Selling Securityholders and, at the time of the determination, may be higher or lower than the market price of
our securities on NASDAQ or any other exchange or market. The Selling Securityholders have the sole and absolute discretion not to accept any purchase offer or make any sale of securities if they deem the purchase price to be unsatisfactory at any
particular time or for any other reason.
With respect to a particular offering of the securities held by the Selling Securityholders, to
the extent required, an accompanying prospectus supplement will be or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is part may be, prepared and will set forth the following information:
|
|
|
the specific securities to be offered and sold; |
|
|
|
the names of the Selling Securityholders; |
|
|
|
the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and
other material terms of the offering; |
|
|
|
settlement of short sales entered into after the date of this prospectus; |
|
|
|
the names of any participating agents, broker-dealers or underwriters; and |
|
|
|
any applicable commissions, discounts, concessions and other items constituting compensation from the Selling
Securityholders. |
To the extent required, we will use our best efforts to file a post-effective amendment to the
registration statement of which this prospectus is part to describe any material information with respect to the plan of distribution not previously disclosed in this prospectus or any material change to such information, and this prospectus may be
amended or supplemented from time to time to describe a specific plan of distribution.
Subject to the terms of the agreement(s) governing
the registration rights applicable to a Selling Securityholders Class A Ordinary Shares or Warrants, the Selling Securityholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other
successors-in-interest will be the Selling Securityholders for purposes of this prospectus. Upon being notified by a Selling Securityholder that a donee, pledgee, transferee, other successor-in-interest intends to sell our securities, we will, to
the extent required, promptly file a supplement to this prospectus or post-effective amendment to name specifically such person as a Selling Securityholder.
In addition, a Selling Securityholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members,
partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or shareholders would thereby receive freely tradeable securities
pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement or post-effective amendment in order to permit the
distributees to use the prospectus to resell the securities acquired in the distribution.
The Selling Securityholders may also sell
securities under Rule 144 under the Securities Act, if available, or in other transactions exempt from registration, rather than under this prospectus.
If any of the Selling Securityholders use an underwriter or underwriters for any offering, we will name such underwriter or underwriters, and
set forth the terms of the offering, in a prospectus supplement pertaining to such offering and, except to the extent otherwise set forth in such prospectus, the applicable Selling Securityholders will agree in an underwriting agreement to sell to
the underwriter(s), and the underwriter(s) will agree to purchase from the Selling Securityholders, the number of shares set forth in such prospectus supplement. These sales may be at a fixed price or varying prices, which may be changed, or at
market prices prevailing at the time of sale, at prices relating to prevailing market prices or at negotiated prices. The securities may be offered to the public through underwriting syndicates represented by managing underwriters or by one or more
underwriters without a syndicate. The obligations of the underwriters to purchase the securities will be subject to certain conditions. Unless otherwise set forth in such prospectus supplement, the underwriters will be obligated to purchase all the
securities offered if any of the securities are purchased.
Underwriters, broker-dealers or agents may facilitate the marketing of an
offering online directly or through one of their affiliates. In those cases, prospective investors may view offering terms and a prospectus online and, depending upon the particular underwriter, broker-dealer or agent, place orders online or through
their financial advisors.
187
In offering the securities covered by this prospectus, the Selling Securityholders and any
underwriters, broker-dealers or agents who execute sales for the Selling Securityholders may be deemed to be underwriters within the meaning of the Securities Act in connection with such sales. Any discounts, commissions, concessions or
profit they earn on any resale of those securities may be underwriting discounts and commissions under the Securities Act.
The
underwriters, broker-dealers and agents may engage in transactions with us or the Selling Securityholders, may have banking, lending or other relationships with us or the Selling Securityholders or perform services for us or the Selling
Securityholders, in the ordinary course of business.
Upon our notification by a Selling Securityholder that any material arrangement has
been entered into with an underwriter or broker-dealer for the sale of securities through a block trade, special offering, exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer, we will file, if required by
applicable law or regulation, a supplement to this prospectus pursuant to Rule 424(b) under the Securities Act disclosing certain material information relating to such underwriter or broker-dealer and such offering.
In order to facilitate the offering of the securities, any underwriters, broker-dealers or agents, as the case may be, involved in the
offering of such securities may engage in transactions that stabilize, maintain or otherwise affect the price of our securities. Specifically, the underwriters, broker-dealers or agents, as the case may be, may overallot in connection with the
offering, creating a short position in our securities for their own account. In addition, to cover overallotments or to stabilize the price of our securities, the underwriters, broker-dealers or agents, as the case may be, may bid for, and purchase,
such securities in the open market. Finally, in any offering of securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allotted to an underwriter or a broker-dealer for distributing such securities
in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the
securities above independent market levels. The underwriters, broker-dealers or agents, as the case may be, are not required to engage in these activities, and may end any of these activities at any time.
The Selling Securityholders may also authorize underwriters, broker-dealers or agents to solicit offers by certain purchasers to purchase the
securities at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set
forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we or the Selling Securityholders pay for solicitation of these contracts.
In effecting sales, underwriters, broker-dealers or agents engaged by the Selling Securityholders may arrange for other broker-dealers to
participate. Underwriters, broker-dealers or agents may receive commissions, discounts or concessions from the Selling Securityholders in amounts to be negotiated immediately prior to the sale.
It is possible that one or more underwriters may make a market in our securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for our securities.
A Selling Securityholder may enter into derivative transactions with third parties, including hedging transactions with broker-dealers or
other financial institutions, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may
sell securities covered by this prospectus and the applicable prospectus supplement, including in short sales of the securities offered hereby or of securities convertible into or exchangeable for such securities. If so, the third party may use
securities pledged by any Selling Securityholder or borrowed from any Selling Securityholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from any Selling Securityholder in
settlement of those derivatives to close out any related open borrowings of shares. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In
addition, any Selling Securityholder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may
transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
In
compliance with the guidelines of the Financial Industry Regulatory Authority (FINRA), the aggregate maximum discount, commission, fees or other items constituting underwriting compensation to be received by any FINRA member or
independent broker-dealer will not exceed 8% of the gross proceeds of any offering pursuant to this prospectus and any applicable prospectus supplement.
188
If at the time of any offering made under this prospectus a member of FINRA participating in
the offering has a conflict of interest as defined in FINRA Rule 5121 (Rule 5121), that offering will be conducted in accordance with the relevant provisions of Rule 5121.
In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Securityholders and any other persons participating in the sale or
distribution of the securities will be subject to applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M. These provisions may restrict certain
activities of, and limit the timing of purchases and sales of any of the securities by, the Selling Securityholders or any other person, which limitations may affect the marketability of the shares of the securities.
We will make copies of this prospectus available to the Selling Securityholders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act.
We have agreed to indemnify the Selling Securityholders against certain liabilities, including
liabilities under the Securities Act. The Selling Securityholders have agreed to indemnify us in certain circumstances against certain liabilities, including certain liabilities under the Securities Act. We and/or the Selling Securityholders may
indemnify any broker or underwriter that participates in transactions involving the sale of the securities against certain liabilities, including liabilities arising under the Securities Act.
Warrants
The Warrants (including the
Class A Ordinary Shares issuable upon exercise of the Warrants) are subject to restrictions on transfer, assignment and sale and, in certain circumstances, are subject to redemption. See Description of Share CapitalWarrants.
189
EXPENSES RELATED TO THE OFFERING
We estimate the following expenses in connection with the offer and sale of our Class A Ordinary Shares and Warrants by the Selling
Securityholders. With the exception of the SEC Registration Fee, all amounts are estimates.
|
|
|
|
|
SEC registration fee |
|
$ |
19,917.02 |
|
FINRA filing fee |
|
|
* |
|
Legal fees and expenses |
|
|
* |
|
Accountants fees and expenses |
|
|
* |
|
Printing expenses |
|
|
* |
|
Transfer agent fees and expenses |
|
|
* |
|
Miscellaneous costs |
|
|
* |
|
|
|
|
|
|
Total |
|
$ |
19,917.02 |
|
|
|
|
|
|
* |
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be
defined at this time. |
Under agreements to which we are party with the Selling Securityholders, we have agreed to bear
all expenses relating to the registration of the resale of the securities pursuant to this prospectus.
190
LEGAL MATTERS
Travers Thorp Alberga has advised us on certain legal matters as to Cayman Islands law including the issuance of the ordinary shares offered
by this prospectus, and Skadden, Arps, Slate, Meagher & Flom LLP has advised us on the validity of the Warrants under New York law. We have been represented by Skadden, Arps, Slate, Meagher & Flom LLP with respect to certain legal
matters as to United States federal securities and New York State law.
191
EXPERTS
The consolidated financial statements of Grab Holdings Limited and its subsidiaries as of December 31, 2021 and 2020 and for each of the
years in the three-year period ended December 31, 2021, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts
in accounting and auditing.
192
ENFORCEABILITY OF CIVIL LIABILITIES AND AGENT FOR SERVICE OF
PROCESS IN THE UNITED STATES
We are a public limited company organized under the laws of Cayman Islands. As a result, the rights of
holders of our Class A Ordinary Shares will be governed by Cayman Islands law and our articles of association. The rights of shareholders under Cayman Islands law may differ from the rights of shareholders of companies incorporated in other
jurisdictions. A substantial amount of our assets are located outside the United States. As a result, it may be difficult for investors to enforce in the United States judgments obtained in U.S. courts against us based on the civil liability
provisions of the U.S. securities laws.
Our registered address in c/o International Corporation Services Ltd., Harbour Place, 2nd Floor,
103 South Church Street, P.O. Box 472, George Town, Grand Cayman KYI-1106, Cayman Islands, and our principal executive office is 3 Media Close, #01-03/06, Singapore 138498.
We have irrevocably appointed Puglisi & Associates as our agent to receive service of process in any action against us in any U.S.
federal or state court arising out of this offering or any purchase or sale of securities in connection with this offering. The address of our agent is 850 Library Avenue, Suite 204, Newark, Delaware 19711.
193
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on
Form F-1 under the Securities Act. For purposes of this section, the term registration statement means the original registration statement and any and all amendments including the schedules and exhibits to the original registration
statement or any amendment. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further
information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document
that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.
We are subject to the informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information with
the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information we have filed
electronically with the SEC. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with
the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
We also make available on
our website, free of charge, our Annual Report and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed
with or furnished to the SEC. Our website address is https://grab.com/sg/. The reference to our website is an inactive textual reference only, and information contained therein or connected thereto is not incorporated into this prospectus.
194
INDEX TO FINANCIAL STATEMENTS
|
|
|
|
|
Unaudited Condensed Consolidated Financial Statements of Grab Holdings Limited and its subsidiaries |
|
Page |
|
|
|
Condensed Consolidated Statement of Financial Position as of June 30, 2022
and December 31, 2021 |
|
|
F-2 |
|
Condensed Consolidated Statement of Profit or Loss and other Comprehensive
Income for the Six Months Ended June 30, 2022 and 2021 |
|
|
F-3 |
|
Condensed Consolidated Statement of Changes in Equity for the Six Months Ended
June 30, 2022 and 2021 |
|
|
F-5 |
|
Condensed Consolidated Statement of Cash Flows for the Six Months Ended June
30, 2022 and 2021 |
|
|
F-7 |
|
Notes to Condensed Consolidated Financial Statements |
|
|
F-9 |
|
|
|
Audited Consolidated Financial Statements of Grab Holdings Limited and its subsidiaries |
|
Page |
|
|
|
Report of Independent Registered Public Accounting Firm |
|
|
F-19 |
|
Consolidated Statement of Financial Position as of December
31, 2021 and 2020 |
|
|
F-20 |
|
Consolidated Statement of Profit or Loss and other Comprehensive Income for
the Years Ended December 31, 2021, 2020 and 2019 |
|
|
F-21 |
|
Consolidated Statement of Changes in Equity for the Years Ended December 31,
2021, 2020 and 2019 |
|
|
F-22 |
|
Consolidated Statement of Cash Flows for the Year Ended December
31, 2021, 2020 and 2019 |
|
|
F-25 |
|
Notes to Consolidated Financial Statements |
|
|
F-27 |
|
F-1
Unaudited condensed consolidated statement of financial position
(in $ millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
|
|
|
|
|
$ |
|
|
$ |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
4 |
|
|
|
494 |
|
|
|
441 |
|
Intangible assets and goodwill |
|
|
5 |
|
|
|
905 |
|
|
|
675 |
|
Associates and joint venture |
|
|
|
|
|
|
45 |
|
|
|
14 |
|
Deferred tax assets |
|
|
|
|
|
|
9 |
|
|
|
5 |
|
Other investments |
|
|
6(i) |
|
|
|
1,327 |
|
|
|
1,241 |
|
Prepayments and other assets |
|
|
|
|
|
|
124 |
|
|
|
127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,904 |
|
|
|
2,503 |
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
|
15(iii) |
|
|
|
47 |
|
|
|
4 |
|
Trade and other receivables |
|
|
|
|
|
|
303 |
|
|
|
255 |
|
Prepayments and other assets |
|
|
|
|
|
|
286 |
|
|
|
185 |
|
Other investments |
|
|
6(i) |
|
|
|
4,021 |
|
|
|
3,240 |
|
Cash and cash equivalents |
|
|
6 |
|
|
|
2,793 |
|
|
|
4,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,450 |
|
|
|
8,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
10,354 |
|
|
|
11,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Share capital and share premium |
|
|
7 |
|
|
|
22,232 |
|
|
|
21,529 |
|
Reserves |
|
|
7 |
|
|
|
452 |
|
|
|
606 |
|
Accumulated losses |
|
|
|
|
|
|
(15,533 |
) |
|
|
(14,402 |
) |
Equity attributable to owners of the Company |
|
|
|
|
|
|
7,151 |
|
|
|
7,733 |
|
Non-controlling interests |
|
|
|
|
|
|
15 |
|
|
|
286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
|
|
|
7,166 |
|
|
|
8,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities |
|
|
|
|
|
|
11 |
|
|
|
54 |
|
Loans and borrowings |
|
|
8 |
|
|
|
2,015 |
|
|
|
2,031 |
|
Provisions |
|
|
|
|
|
|
17 |
|
|
|
18 |
|
Other liabilities |
|
|
15(iii) |
|
|
|
121 |
|
|
|
27 |
|
Deferred tax liabilities |
|
|
|
|
|
|
19 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,183 |
|
|
|
2,133 |
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings |
|
|
8 |
|
|
|
153 |
|
|
|
144 |
|
Provisions |
|
|
|
|
|
|
38 |
|
|
|
35 |
|
Trade payables and other liabilities |
|
|
|
|
|
|
810 |
|
|
|
844 |
|
Current tax liabilities |
|
|
|
|
|
|
4 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,005 |
|
|
|
1,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
3,188 |
|
|
|
3,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities |
|
|
|
|
|
|
10,354 |
|
|
|
11,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-2
Unaudited condensed consolidated statement of profit or loss and other
comprehensive income
For the six months ended June 30
(in $ millions, except for per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
$ |
|
|
$ |
|
Revenue |
|
|
10 |
|
|
|
549 |
|
|
|
396 |
|
Cost of revenue |
|
|
|
|
|
|
(647 |
) |
|
|
(507 |
) |
Other income |
|
|
|
|
|
|
6 |
|
|
|
16 |
|
Sales and marketing expenses |
|
|
|
|
|
|
(142 |
) |
|
|
(105 |
) |
General and administrative expenses |
|
|
|
|
|
|
(331 |
) |
|
|
(243 |
) |
Research and development expenses |
|
|
|
|
|
|
(240 |
) |
|
|
(167 |
) |
Net impairment loss on financial assets |
|
|
|
|
|
|
(22 |
) |
|
|
(10 |
) |
Other expenses |
|
|
|
|
|
|
(1 |
) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
|
|
|
|
(828 |
) |
|
|
(620 |
) |
|
|
|
|
Finance income |
|
|
|
|
|
|
32 |
|
|
|
61 |
|
Finance costs |
|
|
|
|
|
|
(205 |
) |
|
|
(901 |
) |
Net finance costs |
|
|
|
|
|
|
(173 |
) |
|
|
(840 |
) |
|
|
|
|
Share of loss of equity-accounted investees (net of tax) |
|
|
|
|
|
|
(3 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax |
|
|
|
|
|
|
(1,004 |
) |
|
|
(1,464 |
) |
|
|
|
|
Income tax expense |
|
|
|
|
|
|
(3 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
|
|
(1,007 |
) |
|
|
(1,467 |
) |
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit plan remeasurements |
|
|
|
|
|
|
* |
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences foreign operations |
|
|
|
|
|
|
(54 |
) |
|
|
(3 |
) |
Other comprehensive loss for the period, net of tax |
|
|
|
|
|
|
(54 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
|
|
|
|
|
(1,061 |
) |
|
|
(1,470 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-3
Consolidated statement of profit or loss and other comprehensive income (continued)
For the six months ended June 30
(in $
millions, except for per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
$ |
|
|
$ |
|
Loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
|
|
|
|
(970 |
) |
|
|
(1,425 |
) |
Non-controlling interests |
|
|
|
|
|
|
(37 |
) |
|
|
(42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
|
|
(1,007 |
) |
|
|
(1,467 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
|
|
|
|
(1,024 |
) |
|
|
(1,426 |
) |
Non-controlling interests |
|
|
|
|
|
|
(37 |
) |
|
|
(44 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
|
|
|
|
|
(1,061 |
) |
|
|
(1,470 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share |
|
|
11 |
|
|
|
(0.26 |
) |
|
|
(6.03 |
) |
Diluted loss per share |
|
|
11 |
|
|
|
(0.26 |
) |
|
|
(6.03 |
) |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-4
Unaudited condensed consolidated statement of changes in equity
For the six months ended June 30, 2022
(in $
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
Share capital |
|
|
Share premium |
|
|
Accumulated losses |
|
|
Other reserve |
|
|
Share option reserve |
|
|
Foreign currency translation reserve |
|
|
Equity (deficit) attributable to owners of the Company |
|
|
Non-controlling interests |
|
|
Total equity (deficit) |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2021 |
|
|
|
|
|
|
* |
|
|
|
21,529 |
|
|
|
(14,402 |
) |
|
|
243 |
|
|
|
382 |
|
|
|
(19 |
) |
|
|
7,733 |
|
|
|
286 |
|
|
|
8,019 |
|
Total comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(970 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(970 |
) |
|
|
(37 |
) |
|
|
(1,007 |
) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translation of foreign operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54 |
) |
|
|
(54 |
) |
|
|
|
|
|
|
(54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54 |
) |
|
|
(54 |
) |
|
|
|
|
|
|
(54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(970 |
) |
|
|
|
|
|
|
|
|
|
|
(54 |
) |
|
|
(1,024 |
) |
|
|
(37 |
) |
|
|
(1,061 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by owners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business combination |
|
|
15 |
|
|
|
* |
|
|
|
46 |
|
|
|
|
|
|
|
(91 |
) |
|
|
|
|
|
|
|
|
|
|
(45 |
) |
|
|
22 |
|
|
|
(23 |
) |
Share options exercised/restricted stock units vested |
|
|
|
|
|
|
* |
|
|
|
240 |
|
|
|
|
|
|
|
|
|
|
|
(240 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
231 |
|
|
|
|
|
|
|
231 |
|
|
|
|
|
|
|
231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by owners |
|
|
|
|
|
|
* |
|
|
|
286 |
|
|
|
|
|
|
|
(91 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
186 |
|
|
|
22 |
|
|
|
208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in ownership interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in non-controlling interests without a loss of
control |
|
|
7 |
|
|
|
|
|
|
|
417 |
|
|
|
(161 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
256 |
|
|
|
(256 |
) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes in ownership interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
417 |
|
|
|
(161 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
256 |
|
|
|
(256 |
) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners |
|
|
|
|
|
|
* |
|
|
|
703 |
|
|
|
(161 |
) |
|
|
(91 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
442 |
|
|
|
(234 |
) |
|
|
208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2022 |
|
|
|
|
|
|
* |
|
|
|
22,232 |
|
|
|
(15,533 |
) |
|
|
152 |
|
|
|
373 |
|
|
|
(73 |
) |
|
|
7,151 |
|
|
|
15 |
|
|
|
7,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-5
|
Unaudited condensed
consolidated statement of changes in equity For the six months ended June 30, 2021
(in $ millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
Share capital |
|
|
Share premium |
|
|
Accumulated losses |
|
|
Other reserve |
|
|
CRPS reserve |
|
|
Share option reserve |
|
|
Foreign currency translation reserve |
|
|
Equity (deficit) attributable to owners of the Company |
|
|
Non-controlling interests |
|
|
Total equity (deficit) |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
At December 31, 2020 |
|
|
|
|
|
|
* |
|
|
|
140 |
|
|
|
(10,490 |
) |
|
|
|
|
|
|
3,850 |
|
|
|
79 |
|
|
|
22 |
|
|
|
(6,399 |
) |
|
|
105 |
|
|
|
(6,294 |
) |
Total comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,425 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,425 |
) |
|
|
(42 |
) |
|
|
(1,467 |
) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translation of foreign operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(3 |
) |
Total other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,425 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(1,426 |
) |
|
|
(44 |
) |
|
|
(1,470 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by owners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options exercised/restricted stock units vested |
|
|
|
|
|
|
* |
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(40 |
) |
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
44 |
|
Share-based payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
140 |
|
Equity component of convertible redeemable preference shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by owners |
|
|
|
|
|
|
* |
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
|
100 |
|
|
|
|
|
|
|
201 |
|
|
|
|
|
|
|
201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in ownership interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in non-controlling interests without a loss of
control |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59 |
|
|
|
112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171 |
|
|
|
85 |
|
|
|
256 |
|
Advance contribution by non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
258 |
|
|
|
|
|
|
|
258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes in ownership interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59 |
|
|
|
370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
429 |
|
|
|
85 |
|
|
|
514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners |
|
|
|
|
|
|
|
|
|
|
84 |
|
|
|
59 |
|
|
|
370 |
|
|
|
17 |
|
|
|
100 |
|
|
|
|
|
|
|
630 |
|
|
|
85 |
|
|
|
715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2021 |
|
|
|
|
|
|
* |
|
|
|
224 |
|
|
|
(11,856 |
) |
|
|
370 |
|
|
|
3,867 |
|
|
|
179 |
|
|
|
21 |
|
|
|
(7,195 |
) |
|
|
146 |
|
|
|
(7,049 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-6
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited condensed consolidated statement of cash flows
For the six months ended June 30 (in $
millions) |
|
|
|
Note |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
$ |
|
|
$ |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax |
|
|
|
|
|
|
(1,004 |
) |
|
|
(1,464 |
) |
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
|
|
|
|
|
10 |
|
|
|
117 |
|
Depreciation of property, plant and equipment |
|
|
|
|
|
|
62 |
|
|
|
53 |
|
Impairment of property, plant and equipment |
|
|
|
|
|
|
3 |
|
|
|
1 |
|
Equity-settled share-based payment |
|
|
9 |
|
|
|
231 |
|
|
|
140 |
|
Finance costs |
|
|
|
|
|
|
205 |
|
|
|
901 |
|
Net impairment loss on financial assets |
|
|
|
|
|
|
22 |
|
|
|
10 |
|
Finance income |
|
|
|
|
|
|
(32 |
) |
|
|
(61 |
) |
Loss on disposal of property, plant and equipment |
|
|
|
|
|
|
* |
|
|
|
* |
|
Gain on disposal of associate |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
Share of loss of equity-accounted investees (net of tax) |
|
|
|
|
|
|
3 |
|
|
|
4 |
|
Change in provisions |
|
|
|
|
|
|
1 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(499 |
) |
|
|
(304 |
) |
Changes in: |
|
|
|
|
|
|
|
|
|
|
|
|
- Inventories |
|
|
|
|
|
|
7 |
|
|
|
(2 |
) |
- Deposits pledged |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
- Trade and other receivables |
|
|
|
|
|
|
(168 |
) |
|
|
(43 |
) |
- Trade and other payables |
|
|
|
|
|
|
(36 |
) |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in operations |
|
|
|
|
|
|
(707 |
) |
|
|
(299 |
) |
Income tax paid |
|
|
|
|
|
|
(10 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
|
|
|
|
(717 |
) |
|
|
(303 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment |
|
|
4 |
|
|
|
(20 |
) |
|
|
(20 |
) |
Purchase of intangible assets |
|
|
|
|
|
|
(7 |
) |
|
|
(2 |
) |
Proceeds from disposal of property, plant and equipment |
|
|
|
|
|
|
5 |
|
|
|
17 |
|
Acquisition of subsidiaries with non-controlling interests, net of cash acquired |
|
|
|
|
|
|
(166 |
) |
|
|
|
|
Acquisition of additional interests in associate |
|
|
|
|
|
|
(35 |
) |
|
|
(9 |
) |
Proceeds from disposal of associate |
|
|
|
|
|
|
|
|
|
|
8 |
|
Net acquisitions of other investments |
|
|
|
|
|
|
(1,035 |
) |
|
|
(614 |
) |
Restricted cash |
|
|
|
|
|
|
|
|
|
|
(94 |
) |
Interest received |
|
|
|
|
|
|
17 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
|
|
|
|
(1,241 |
) |
|
|
(700 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-7
Unaudited condensed consolidated statement of cash flows (continued)
For the six months ended June 30
(in $
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
$ |
|
|
$ |
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of share options |
|
|
|
|
|
|
* |
|
|
|
44 |
|
Payment of share listing and associated expenses |
|
|
|
|
|
|
(39 |
) |
|
|
|
|
Proceeds from bank loans |
|
|
|
|
|
|
65 |
|
|
|
1,944 |
|
Repayment of bank loans |
|
|
|
|
|
|
(149 |
) |
|
|
(89 |
) |
Payment of lease liabilities |
|
|
|
|
|
|
(16 |
) |
|
|
(12 |
) |
Proceeds from issuance of convertible redeemable preference shares |
|
|
|
|
|
|
|
|
|
|
262 |
|
Proceeds from subscription of shares in subsidiaries by
non-controlling interests |
|
|
|
|
|
|
|
|
|
|
217 |
|
Deposits pledged |
|
|
|
|
|
|
7 |
|
|
|
|
|
Interest paid |
|
|
|
|
|
|
(71 |
) |
|
|
(40 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in)/ from financing activities |
|
|
|
|
|
|
(203 |
) |
|
|
2,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/ increase in cash and cash equivalents |
|
|
|
|
|
|
(2,161 |
) |
|
|
1,323 |
|
Cash and cash equivalents at January 1 |
|
|
6 |
|
|
|
4,838 |
|
|
|
2,004 |
|
Effect of exchange rate fluctuations on cash held |
|
|
|
|
|
|
(49 |
) |
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at June 30 |
|
|
6 |
|
|
|
2,628 |
|
|
|
3,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-8
Notes to the unaudited condensed consolidated financial
statements
These notes form an integral part of the unaudited condensed consolidated interim financial statements.
1 |
Domicile and activities |
Grab Holdings Limited (the Company or GHL) was incorporated in the Cayman Islands on March 12, 2021. The address
of the Companys registered office is Harbour Place, 2nd Floor, 103 South Church Street, P.O. Box 472, George Town, KYI-1106, Cayman Islands. The business office is at 3 Media Close, #01-03/06, Singapore 138498.
The Company was formed to facilitate the public listing (on the Nasdaq
Stock Market (NASDAQ)); and additional capitalisation (referred to collectively as the Reverse Recapitalization) of Grab Holdings Inc. (GHI) and its subsidiaries (together referred to as GHI Group).
The Reverse Recapitalization was effectuated in December 2021.
These condensed consolidated interim financial statements as at and for the
six months ended June 30, 2022 comprise the Company and its subsidiaries (together referred to as the Group and individually as Group entities) and the Groups interest in equity-accounted investees. As a result of
the Reverse Recapitalization, the Company is the investment holding company of GHI. Therefore, these consolidated financial statements have been presented as a continuation of the GHI Group.
The Group enables access to delivery, mobility, financial services and enterprise offerings in Southeast Asia through its mobile application
(the Grab Platform).
These condensed consolidated interim financial statements have been prepared on a going concern basis, as were the annual consolidated
financial statements as at and for the year ended 31 December 2021, which assumes that the Group will be able to discharge its liabilities in the ordinary course of business.
The assets of the Group exceed its liabilities by $7,166 million as at June 30, 2022, and the Group has incurred a net loss after tax
of $1,007 million for the six months ended June 30, 2022. As at June 30, 2022, the Group has term deposits with banks and financial institutions; and unrestricted cash in banks and on hand of $6,710 million available. Based on
these factors and in consideration of the Groups business plans, budgets and forecasts, management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.
3.1 |
Statement of compliance |
These condensed consolidated interim financial statements for the six months ended 30 June 2022 have been prepared in accordance with
International Accounting Standards (IAS) 34 Interim Financial Reporting, and should be read in conjunction with the Groups last annual consolidated financial statements as at and for the year ended 31 December 2021
(last annual financial statements). They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (IFRS) as issued by
the International Accounting Standards Board (IASB). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Groups financial position and
performance since the last annual financial statements.
3.2 |
Functional and presentation currency |
These condensed consolidated interim financial statements are presented in United States dollars ($), which is the Companys functional
currency. All information presented in $ have been rounded to the nearest million, unless otherwise stated.
3.3 |
Use of estimates and judgments |
In preparing these condensed consolidated interim financial statements, management has made judgements and estimates that affect the
application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgments made by management in applying the Groups accounting policies and the key sources of estimation uncertainty
were the same as those described in the last annual financial statements.
Measurement of fair values
A number of the Groups accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
As part of an established control framework, significant
unobservable inputs and valuation adjustments are regularly reviewed. If third party information is used to measure fair values, such information is assessed to support the conclusion that such valuations meet the requirements of IFRS, including the
level in the fair value hierarchy in which such valuations should be classified.
When measuring the fair value of an asset or a liability,
the Group uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
|
|
|
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
|
|
|
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). |
|
|
|
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs). |
F-9
If the inputs used to measure the fair value of an asset or a liability fall into different
levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement (with Level 3 being the
lowest). The Group recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
|
|
|
Note 5 Intangible assets and goodwill, |
|
|
|
Note 13 Financial instruments, and |
|
|
|
Note 15 Business combinations |
3.4 |
Change in accounting policies |
Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the
Groups consolidated financial statements as at and for the year ended 31 December 2021. The change in accounting policy will also be reflected in the Groups consolidated financial statements as at and for the year ending
31 December 2022.
The Group has adopted Onerous Contracts Costs of Fulfilling a Contract (Amendments to IAS 37) from
1 January 2022. This resulted in a change in accounting policy for performing an onerous contracts assessment. Previously, the Group included only incremental costs to fulfill a contract when determining whether that contract was onerous. The
revised policy is to include both incremental costs and an allocation of other direct costs. The Group has analyzed contracts existing at 1 January 2022 and determined that there is no significant impact on the opening equity balances as at
1 January 2022 as a result of the change.
4 |
Property, plant and equipment |
During the six months ended June 30, 2022, the Group acquired:
|
|
|
motor vehicles held for leasing of $27 million (six months ended 30 June 2021: $9 million) for cash
payments of $5 million (six months ended 30 June 2021: $3 million), secured bank loan financing of $5 million (six months ended 30 June 2021: $6 million), and lease liabilities of $17 million (six months ended 30 June
2021: nil); and |
|
|
|
right-of-use assets relating to
leased properties of $66 million (six months ended 30 June 2021: $6 million). This amount includes assets acquired through a business combination of $34 million (see Note 15). |
Property, plant and equipment with a carrying amount of $10 million were disposed of or derecognised during the six months ended
June 30, 2022 (six months ended 30 June 2021: $17 million), resulting in an insignificant loss on disposal and derecognition.
5 |
Intangible assets and goodwill |
During the six months ended June 30, 2022, the Group acquired a trademark of $69 million and recognised goodwill of $164 million
through a business combination (see Note 15). The estimated useful life of the trademark is approximately 13 years.
6 |
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Short-term deposits |
|
|
654 |
|
|
|
594 |
|
Cash at banks and on hand |
|
|
2,139 |
|
|
|
4,397 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents in the statement of financial position |
|
|
2,793 |
|
|
|
4,991 |
|
Restricted cash |
|
|
(165 |
) |
|
|
(153 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents in the statement of cash flows |
|
|
2,628 |
|
|
|
4,838 |
|
|
|
|
|
|
|
|
|
|
i) |
Term deposits classification as cash equivalents or other investments |
Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition.
Term deposits that exceed that maturity are classified as Other investments. A net amount of $888 million has been placed in
such term deposits during the six months ended June 30, 2022.
The amount of cash and cash equivalents balances held by subsidiaries that operate in countries where legal restrictions apply when the
balances are not available for general use by the parent or other subsidiaries.
F-10
The movement in GHL Ordinary Shares during the six months ended June 30, 2022 is as follows:
|
|
|
|
|
|
|
|
|
(in thousands of shares) |
|
Class A ordinary shares |
|
|
Class B ordinary shares |
|
In issue at December 31, 2021 |
|
|
3,619,098 |
|
|
|
122,882 |
|
Restricted ordinary shares issued but not paid |
|
|
|
|
|
|
(32,452 |
) |
|
|
|
|
|
|
|
|
|
In issue at December 31 fully paid |
|
|
3,619,098 |
|
|
|
90,430 |
|
Issued for acquisition of non-controlling interests
(described below) |
|
|
77,170 |
|
|
|
|
|
Issued in relation to business combination |
|
|
8,194 |
|
|
|
|
|
Restricted share units vested |
|
|
15,444 |
|
|
|
112 |
|
Exercise of share options |
|
|
1,185 |
|
|
|
7,356 |
|
Restricted ordinary shares vested |
|
|
|
|
|
|
10,817 |
|
Conversion of Class B ordinary shares to Class A ordinary shares |
|
|
600 |
|
|
|
(600 |
) |
|
|
|
|
|
|
|
|
|
In issue at June 30 fully paid |
|
|
3,721,691 |
|
|
|
108,115 |
|
|
|
|
|
|
|
|
|
|
During the six months ended June 30, 2022, by way of an exchange of shares, the Group acquired additional
holdings in subsidiaries offering financial services, increasing ownership interest to 100% in those entities.
|
|
|
|
|
|
|
$ million |
|
Carrying amount of non-controlling interests
acquired |
|
|
256 |
|
GHL Class A ordinary shares issued as consideration for acquisition of non-controlling interests |
|
|
(417 |
) |
|
|
|
|
|
Decrease in equity attributable to owners of the Company recognised in accumulated losses |
|
|
(161 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Non-current |
|
|
|
|
|
|
|
|
Bank loans |
|
|
63 |
|
|
|
55 |
|
Term loan |
|
|
1,800 |
|
|
|
1,875 |
|
Lease liabilities |
|
|
152 |
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,015 |
|
|
|
2,031 |
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
Bank loans |
|
|
84 |
|
|
|
83 |
|
Term loan |
|
|
39 |
|
|
|
39 |
|
Lease liabilities |
|
|
30 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
153 |
|
|
|
144 |
|
|
|
|
|
|
|
|
|
|
A significant portion of the bank loans are secured by the Groups motor vehicles with a carrying amount
of $234 million (2021: $247 million) (see Note 4).
Terms and debt repayment schedule
Terms and conditions of outstanding loans and borrowings (including lease liabilities) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency |
|
|
Nominal interest rate |
|
|
Year of maturity |
|
|
Carrying amount |
|
|
|
|
|
|
% |
|
|
|
|
|
$ |
|
Bank loans |
|
|
SGD |
|
|
|
1.5% to 2.16% |
|
|
|
2022-2027 |
|
|
|
61 |
|
Bank loans |
|
|
SGD |
|
|
|
COF* + 1% to 1.1% |
|
|
|
2022-2024 |
|
|
|
6 |
|
Bank loans |
|
|
MYR |
|
|
|
1.98% to 4.54% |
|
|
|
2022-2027 |
|
|
|
28 |
|
Bank loans |
|
|
IDR |
|
|
|
9.9% to 11.5% |
|
|
|
2022-2025 |
|
|
|
9 |
|
Bank loans |
|
|
IDR |
|
|
|
COF* + 1.75% to 2.00% |
|
|
|
2022-2025 |
|
|
|
10 |
|
Bank loans |
|
|
THB |
|
|
|
COF* + 7.0% |
|
|
|
2022 |
|
|
|
33 |
|
Term loan |
|
|
USD |
|
|
|
5.5% (based on contractual terms) |
|
|
|
2026 |
|
|
|
1,839 |
|
Lease liabilities |
|
|
Multiple |
|
|
|
3.45% to 10.25% |
|
|
|
2022-2037 |
|
|
|
182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-11
9 |
Share-based payment arrangements |
i) |
Description of the share-based payment arrangements |
As at June 30, 2022, the Company has in place an equity-settled share-based payment arrangement, the 2021 Equity Incentive Plan (the
2021 Plan), under which Company may:
|
1. |
issue restricted share units/awards (RSUs); or |
|
2. |
grant options to purchase its ordinary shares (Share Options); or |
|
3. |
issued restricted ordinary shares to selected employees, officers, directors and consultants of the Group and non-employee directors of the Company. |
The 2021 Plan was established in 2021 on
consummation of the Reverse Recapitalization as a replacement for equity-settled share-based payment arrangements.
The Share Options and
RSUs granted generally vest 25% on each anniversary of the grant, over a four year-period. The maximum term of Share Options granted under the 2021 Plan does not exceed ten years from the date of grant. The Share Options and RSUs granted to
employees do not have the rights of the ordinary shares until the Share Options and RSUs are vested, exercised and recorded into the register of shareholders of the Company.
The number of unvested RSUs granted were as follows:
|
|
|
|
|
|
|
Number of unvested restricted share units 000 |
|
As of January 1, 2022 |
|
|
64,646 |
|
Granted |
|
|
96,766 |
|
Vested |
|
|
(15,693 |
) |
Canceled and forfeited |
|
|
(8,089 |
) |
|
|
|
|
|
As of June 30, 2022 |
|
|
137,630 |
|
|
|
|
|
|
As at June 30, 2022, certain RSUs were vested but had not been registered as ordinary shares. The weighted
average fair value of RSUs granted during the six months ended June 30, 2022 was $3.21. The fair value of RSUs granted was determined based on the closing price of the shares on the grant date.
b) |
Outstanding Share Options |
The number and weighted-average exercise prices of Share Options under the 2021 Plan were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Share Options 000 |
|
|
Weighted average exercise price per share $ |
|
|
Weighted-average remaining contractual life (in years) |
|
As of January 1, 2022 |
|
|
53,096 |
|
|
|
1.98 |
|
|
|
7.81 |
|
Granted and assumed |
|
|
20,801 |
|
|
|
2.25 |
|
|
|
|
|
Exercised |
|
|
(12,201 |
) |
|
|
1.38 |
|
|
|
|
|
Canceled and forfeited |
|
|
(3,101 |
) |
|
|
2.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2022 |
|
|
58,595 |
|
|
|
2.18 |
|
|
|
7.96 |
|
Exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
As of January 1, 2022 |
|
|
18,010 |
|
|
|
1.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2022 |
|
|
19,775 |
|
|
|
1.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Share Options outstanding as at June 30, 2022 had an exercise price in the range of $0.28 to $4.03
(31 December 2021: $0.28 to $4.03). As at June 30, 2022, certain Share Options were exercised but have not been registered as ordinary shares. There has been no incremental fair value for the share options granted and assumed in connection
with the acquisition of non-controlling interests.
F-12
|
|
|
|
|
|
|
|
|
|
|
For six months ended June 30 |
|
|
|
2022 |
|
|
2021 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Deliveries |
|
|
224 |
|
|
|
98 |
|
Mobility |
|
|
273 |
|
|
|
263 |
|
Financial services |
|
|
24 |
|
|
|
14 |
|
Enterprise and new initiatives |
|
|
28 |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
549 |
|
|
|
396 |
|
|
|
|
|
|
|
|
|
|
Mobility revenue includes rental income from motor vehicles of $61 million (2021: $50 million).
Loss per share for the six months ended June 30, 2021 reflects the exchange ratio to receive 1.3032888 GHL ordinary shares for each GHI
share as part of the Reverse Recapitalization (see Note 1). The following table sets forth the computation of basic and diluted loss per share attributable to ordinary shareholders for the six months ended June 30, 2022 and (in $ millions,
except share amounts which are reflected in thousands, and per share amounts):
|
|
|
|
|
|
|
|
|
|
|
For six months ended June 30 |
|
|
|
2022 |
|
|
2021 |
|
|
|
$ |
|
|
$ |
|
Loss for the year |
|
|
(1,007 |
) |
|
|
(1,467 |
) |
Add: Loss attributable to non-controlling
interests |
|
|
37 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
Loss for the year attributable to ordinary shareholders |
|
|
(970 |
) |
|
|
(1,425 |
) |
Basic and diluted weighted-average ordinary shares outstanding |
|
|
3,793,892 |
|
|
|
236,264 |
|
Basic loss per share attributable to ordinary shareholders |
|
|
(0.26 |
) |
|
|
(6.03 |
) |
Diluted loss per share attributable to ordinary shareholders |
|
|
(0.26 |
) |
|
|
(6.03 |
) |
As the Group incurred net losses for the six months ended June 30, 2022 and 2021 basic loss per share was
the same as diluted loss per share.
The following potentially dilutive outstanding securities (reflected in thousands of GHL ordinary
shares) were excluded from the computation of diluted loss per ordinary share either because their effects would have been antidilutive for the six months ended June 2022 and 2021, or are contingent upon the satisfaction of certain conditions which
were not satisfied by the end of the period:
|
|
|
|
|
|
|
|
|
|
|
For six months ended June 30 |
|
|
|
2022 |
|
|
2021 |
|
Convertible redeemable preference shares |
|
|
|
|
|
|
2,927,121 |
|
Warrants |
|
|
26,000 |
|
|
|
|
|
Restricted ordinary shares (Note 7) |
|
|
21,635 |
|
|
|
32,452 |
|
Share options (Note 9) |
|
|
58,596 |
|
|
|
54,841 |
|
RSUs (Note 9) |
|
|
137,630 |
|
|
|
67,588 |
|
Options to swap the shares in GHL subsidiaries for GHL Class A Ordinary Shares |
|
|
77,040 |
|
|
|
34,893 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
320,901 |
|
|
|
3,116,895 |
|
|
|
|
|
|
|
|
|
|
F-13
i) |
Compensation of Key Management Personnel (KMP) |
The Group Chief Operating Officer, appointed with effect from January 4, 2022, is considered a part of KMP.
There were no significant changes to the compensation scheme in H1 2022.
ii) |
Other related party transactions |
The Group did not enter into other significant related party transactions in H1 2022.
i) Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the
fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
Fair value |
|
|
|
Note |
|
|
Fair value |
|
|
Amortized cost |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
(in $ millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt investments |
|
|
|
|
|
|
774 |
|
|
|
|
|
|
|
774 |
|
|
|
766 |
|
|
|
8 |
|
|
|
|
|
|
|
774 |
|
Equity investments |
|
|
|
|
|
|
492 |
|
|
|
|
|
|
|
492 |
|
|
|
307 |
|
|
|
|
|
|
|
185 |
|
|
|
492 |
|
Time deposits |
|
|
|
|
|
|
|
|
|
|
4,082 |
|
|
|
4,082 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
|
|
|
|
|
|
|
|
303 |
|
|
|
303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
|
|
|
|
|
|
|
|
186 |
|
|
|
186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
6 |
|
|
|
|
|
|
|
2,793 |
|
|
|
2,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
1,266 |
|
|
|
7,364 |
|
|
|
8,630 |
|
|
|
1,073 |
|
|
|
8 |
|
|
|
185 |
|
|
|
1,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan |
|
|
|
|
|
|
|
|
|
|
(1,839 |
) |
|
|
(1,839 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
(11 |
) |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
(11 |
) |
Bank loans |
|
|
|
|
|
|
|
|
|
|
(147 |
) |
|
|
(147 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables and other liabilities |
|
|
|
|
|
|
(100 |
) |
|
|
(721 |
) |
|
|
(821 |
) |
|
|
|
|
|
|
|
|
|
|
(100 |
) |
|
|
(100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
(111 |
) |
|
|
(2,707 |
) |
|
|
(2,818 |
) |
|
|
(11 |
) |
|
|
|
|
|
|
(100 |
) |
|
|
(111 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
Fair value |
|
|
|
Note |
|
|
Fair value |
|
|
Amortized cost |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
(in $ millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt investments |
|
|
|
|
|
|
685 |
|
|
|
|
|
|
|
685 |
|
|
|
594 |
|
|
|
91 |
|
|
|
|
|
|
|
685 |
|
Equity investments |
|
|
|
|
|
|
618 |
|
|
|
|
|
|
|
618 |
|
|
|
457 |
|
|
|
|
|
|
|
161 |
|
|
|
618 |
|
Time deposits |
|
|
|
|
|
|
|
|
|
|
3,178 |
|
|
|
3,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
|
|
|
|
|
|
|
|
255 |
|
|
|
255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
|
|
|
|
|
|
|
|
172 |
|
|
|
172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
6 |
|
|
|
|
|
|
|
4,991 |
|
|
|
4,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
1,303 |
|
|
|
8,596 |
|
|
|
9,899 |
|
|
|
1,051 |
|
|
|
91 |
|
|
|
161 |
|
|
|
1,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loans |
|
|
|
|
|
|
|
|
|
|
(1,914 |
) |
|
|
(1,914 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities |
|
|
|
|
|
|
(54 |
) |
|
|
|
|
|
|
(54 |
) |
|
|
(21 |
) |
|
|
|
|
|
|
(33 |
) |
|
|
(54 |
) |
Bank loans |
|
|
|
|
|
|
|
|
|
|
(138 |
) |
|
|
(138 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables and other liabilities |
|
|
|
|
|
|
(9 |
) |
|
|
(771 |
) |
|
|
(780 |
) |
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
(63 |
) |
|
|
(2,823 |
) |
|
|
(2,886 |
) |
|
|
(21 |
) |
|
|
|
|
|
|
(42 |
) |
|
|
(63 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ii) |
Measurement of fair values |
a) Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values for financial instruments in the
statement of financial position, as well as the significant unobservable inputs used. The movement in fair value arising from reasonably possible changes to the significant unobservable inputs was assessed as not significant.
|
|
|
|
|
|
|
|
|
Valuation technique |
|
Significant unobservable inputs |
|
Inter-relationship between significant unobservable inputs and fair
value measurement |
Assets |
|
|
|
|
|
|
|
|
|
|
Debt investments |
|
Quoted broker prices |
|
Not applicable |
|
Not applicable |
|
|
|
|
Equity investment |
|
Market comparison technique |
|
Adjusted market multiple |
|
The estimated fair value would increase (decrease) if the adjusted market multiple were higher (lower). |
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Put liability (see Note 15) |
|
Income approach |
|
Probability attributed to achieving certain milestones |
|
The estimated fair value of the put liability would increase (decrease) if the probability attributed to achieving certain milestones were higher (lower). |
b) Level 3 fair values
The following table shows a reconciliation from the opening balances to the ending balances for Level 3 fair values:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments |
|
|
Other liabilities |
|
|
Total |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
(in $ millions) |
|
|
|
|
|
|
|
|
|
At January 1, 2021 |
|
|
143 |
|
|
|
|
|
|
|
143 |
|
Net change in fair value (unrealized) |
|
|
21 |
|
|
|
|
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2021 |
|
|
164 |
|
|
|
|
|
|
|
164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 |
|
|
161 |
|
|
|
(42 |
) |
|
|
119 |
|
Put liability arising from business combination |
|
|
|
|
|
|
(91 |
) |
|
|
(91 |
) |
Net change in fair value (unrealized) |
|
|
(6 |
) |
|
|
|
|
|
|
(6 |
) |
Net purchases/ (issuances) |
|
|
30 |
|
|
|
|
|
|
|
30 |
|
Transfer between Level 3 and Level 1 |
|
|
|
|
|
|
33 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2022 |
|
|
185 |
|
|
|
(100 |
) |
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer between Level 3 and 1
The warrants which were in the process of registration for resale as at December 31, 2021 has since been registered for resale and hence
transferred from Level 3 to Level 1 due to the availability of quoted prices.
i) |
Basis for segmentation |
The Group has the following strategic divisions which are its operating and also reportable segments. These segments offer different products
and services, and are generally managed separately from a commercial, technological, marketing, operational and regulatory perspective. The Groups chief executive officer (the Chief Operating Decision Maker or CODM) reviews the performance of
each segment on a monthly basis for purposes of business management, resource allocation, operating decision making and performance evaluation.
F-15
The following summary describes the operations of each reportable segment:
|
|
|
Reportable segments |
|
Operations |
|
|
Deliveries |
|
Connecting driver-partner and merchant-partner with consumers to create a localized logistics platform, facilitating and performing on-demand and scheduled delivery of a wide variety of daily
necessities, including ready-to-eat meals and groceries, as well as point-to-point parcel
delivery. It also includes the offering of a wide variety of daily necessities directly to consumers through the operation of a chain of stores. |
|
|
Mobility |
|
Connecting consumers with rides provided by driver-partners across a wide variety of multi-modal mobility options including private cars, taxis, motorcycles (in certain countries), and shared mobility options, such as carpooling. It
also includes vehicle rental to enable driver-partners to be able to offer services through the platform. |
|
|
Financial services |
|
Digital solutions offered by and with business partners to address the financial needs of driver and merchant partners and consumers, including digital payments, lending, receivables factoring, insurance distribution and wealth
management in selected markets. |
|
|
Enterprise and new initiatives |
|
Enterprise offerings including advertising and marketing offerings, and anti-fraud offerings. It also includes other lifestyle services offered by our business partners to consumers including domestic and home services, flights,
hotel bookings and subscriptions in certain markets. |
ii) |
Information about reportable segments |
The CODM evaluates operating segments based on revenue and Segment Adjusted EBITDA. Segment reporting revenue is disclosed in Note 10. Total
revenue for reportable segments equals consolidated revenue for the Group.
Segment adjusted EBITDA is defined as net loss of each
operating segment adjusted to exclude: (i) net interest income (expenses), (ii) other income (expenses), (iii) income tax expenses (credit), (iv) depreciation and amortization, (v) stock-based compensation expenses, (vi) costs related
to mergers and acquisitions, (vii) unrealized foreign exchange gain (loss), (viii) impairment loss on goodwill and non-financial assets, (ix) fair value changes on investments,
(x) restructuring costs, (xi) legal, tax and regulatory settlement provisions, (xii) regional corporate costs and (xiii) share listing and associated expenses.
Information about each reportable segment and reconciliation to amounts reported in consolidated financial statements is set out below:
|
|
|
|
|
|
|
|
|
|
|
For six months ended June 30 |
|
|
|
2022 |
|
|
2021 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
Deliveries |
|
|
(90 |
) |
|
|
(24 |
) |
Mobility |
|
|
207 |
|
|
|
205 |
|
Financial services |
|
|
(217 |
) |
|
|
(163 |
) |
Enterprise and new initiatives |
|
|
6 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
Total reportable Segment Adjusted EBITDA |
|
|
(94 |
) |
|
|
21 |
|
Regional corporate costs |
|
|
(426 |
) |
|
|
(346 |
) |
Net interest expenses |
|
|
(45 |
) |
|
|
(864 |
) |
Other income |
|
|
3 |
|
|
|
10 |
|
Income tax expenses |
|
|
(3 |
) |
|
|
(3 |
) |
Depreciation and amortization |
|
|
(72 |
) |
|
|
(170 |
) |
Stock-based compensation expenses |
|
|
(231 |
) |
|
|
(140 |
) |
Unrealized foreign exchange gain |
|
|
4 |
|
|
|
4 |
|
Impairment loss on goodwill and non-financial
assets |
|
|
(3 |
) |
|
|
(1 |
) |
Fair value changes on investments |
|
|
(133 |
) |
|
|
47 |
|
Restructuring costs |
|
|
(1 |
) |
|
|
* |
|
Legal, tax and regulatory settlement provisions |
|
|
(6 |
) |
|
|
(25 |
) |
|
|
|
|
|
|
|
|
|
Consolidated profit or loss after tax |
|
|
(1,007 |
) |
|
|
(1,467 |
) |
|
|
|
|
|
|
|
|
|
Assets and liabilities are predominantly reviewed by the CODM regionally and not at a segment level. Within the
Groups non-current assets are property, plant and equipment which are primarily located in Singapore and Indonesia. Other non-current assets such as intangible
assets, goodwill and other investments are predominantly regional assets.
On January 31 2022, the Group acquired a 75% ownership interest in Jaya Grocer Holdings Sdn. Bhd. (Jaya Grocer), an operator of
stores offering daily necessities in Malaysia predominantly in the Klang Valley near Kuala Lumpur.
F-16
Included in the identifiable assets and liabilities acquired at the date of acquisition of
Jaya Grocer are inputs (a patented trademark, warehouses, outlets and inventories), processes and organized workforce. The Group has determined that together the acquired inputs and processes significantly contribute to the ability to create
revenue. The Group has therefore concluded that the acquired entity is a business. The acquisition of Jaya Grocer will enable the Group to grow the market for online grocery services in Malaysia. The acquisition enables Grab to bring more Jaya
Grocer retail stores onto its marketplace, while also leveraging Jaya Grocers large supplier network to further expand its groceries product line at lower costs.
For the six months ended June 30, 2022, Jaya Grocer contributed revenue of $150 million and profit after tax of $6 million to the
Groups results. If the acquisition had occurred on January 1, 2022, management estimates that consolidated revenue would have been $582 million and consolidated loss would have been $1,006 million.
i) |
Purchase consideration |
The following table summarizes the acquisition date fair value of each major class of consideration:
|
|
|
|
|
(in $ millions) |
|
$ |
|
Cash |
|
|
181 |
|
Equity instruments (8,173,375 ordinary shares) measured based on the listed share price of the
Company at January 31, 2022 of $5.66 per share |
|
|
46 |
|
|
|
|
|
|
|
|
|
227 |
|
|
|
|
|
|
ii) |
Acquisition related costs |
The Group incurred acquisition-related costs of $1.3 million on legal fees and due diligence costs. These costs have been included in
general and administrative expenses.
iii) |
Identifiable assets acquired and liabilities assumed |
The following table summarizes the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.
|
|
|
|
|
(in $ millions) |
|
$ |
|
Property, plant and equipment |
|
|
32 |
|
Right-of-use
assets |
|
|
35 |
|
Intangible assets |
|
|
69 |
|
Merchandise inventories |
|
|
50 |
|
Trade and other receivables |
|
|
10 |
|
Cash and cash equivalents |
|
|
16 |
|
Loans and borrowings |
|
|
(18 |
) |
Lease liabilities |
|
|
(37 |
) |
Deferred tax liabilities |
|
|
(21 |
) |
Trade payables and other liabilities |
|
|
(51 |
) |
|
|
|
|
|
Identifiable net assets acquired |
|
|
85 |
|
Less: Non-controlling interest proportionate share of
identifiable net assets |
|
|
(21 |
) |
Goodwill on acquisition (described below) |
|
|
163 |
|
|
|
|
|
|
Purchase consideration |
|
|
227 |
|
|
|
|
|
|
The goodwill is attributable mainly to the cost and revenue synergies expected to be achieved from integrating
Jayas operations, supplier network and assets into the Groups future business expansion. None of the goodwill recognised is expected to be deductible for tax purposes.
The Group has written an option granting the non-controlling shareholder (Timbang Perkasa)
the right to sell their 25% ownership interest to the Group three years after the date of acquisition. As Timbang Perkasa has present access to the returns until exercise of the option, the financial liability of $91 million arising from the
put option, which is presented within Other liabilities, is not included in the consideration transferred, but is accounted for separately with a corresponding recognition within equity under Other reserves. Subsequent
changes in the measurement of this liability will be recognised within equity.
The valuation techniques used for measuring the fair value
of material assets acquired were as follows.
F-17
|
|
|
Assets acquired |
|
Valuation technique |
|
|
Property, plant and equipment |
|
Market comparison technique and cost technique: The valuation model considers market prices for similar items when they are available, and depreciated replacement cost when appropriate. |
|
|
Intangible assets (Trademark) |
|
Relief-from-royalty method: The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the patents being owned. |
|
|
Inventories |
|
Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the
effort required to complete and sell the inventories. |
The fair value of these assets has been measured provisionally, pending completion of an independent
valuation. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the
date of acquisition, then the accounting for the acquisition will be revised.
In July 2022, the Group increased its equity interest to 33.6% in a digital banking entity in Indonesia, upon approval by the Indonesian
financial services authority.
F-18
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Grab Holdings
Limited:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Grab Holdings Limited and its subsidiaries (the Company) as of
December 31, 2021 and 2020, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended
December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with International Financial
Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our
audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
KPMG LLP
We have served as the Companys auditor since 2015.
Singapore
April 28, 2022
F-19
Consolidated statement of financial position
As at December 31
(in $ millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
2021 |
|
|
2020 |
|
|
|
|
|
|
$ |
|
|
$ |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
5 |
|
|
|
441 |
|
|
|
384 |
|
Intangible assets and goodwill |
|
|
6 |
|
|
|
675 |
|
|
|
913 |
|
Associates and joint venture |
|
|
|
|
|
|
14 |
|
|
|
9 |
|
Deferred tax assets |
|
|
17 |
(iii) |
|
|
5 |
|
|
|
|
|
Other investments |
|
|
7 |
|
|
|
1,241 |
|
|
|
377 |
|
Prepayments and other assets |
|
|
9 |
|
|
|
127 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,503 |
|
|
|
1,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
|
|
|
|
|
4 |
|
|
|
3 |
|
Trade and other receivables |
|
|
8 |
|
|
|
255 |
|
|
|
172 |
|
Prepayments and other assets |
|
|
9 |
|
|
|
185 |
|
|
|
109 |
|
Other investments |
|
|
7 |
|
|
|
3,240 |
|
|
|
1,298 |
|
Cash and cash equivalents |
|
|
10 |
|
|
|
4,991 |
|
|
|
2,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,675 |
|
|
|
3,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
11,178 |
|
|
|
5,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Share capital and share premium |
|
|
11 |
|
|
|
21,529 |
|
|
|
140 |
|
Reserves |
|
|
11 |
(ii) |
|
|
606 |
|
|
|
3,951 |
|
Accumulated losses |
|
|
|
|
|
|
(14,402 |
) |
|
|
(10,490 |
) |
Equity/(deficit) attributable to owners of the Company |
|
|
|
|
|
|
7,733 |
|
|
|
(6,399 |
) |
Non-controlling interests |
|
|
12 |
|
|
|
286 |
|
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity/(deficit) |
|
|
|
|
|
|
8,019 |
|
|
|
(6,294 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Convertible redeemable preference shares |
|
|
11 |
(ii) |
|
|
|
|
|
|
10,767 |
|
Warrant liabilities |
|
|
13 |
|
|
|
54 |
|
|
|
|
|
Loans and borrowings |
|
|
14 |
|
|
|
2,031 |
|
|
|
111 |
|
Provisions |
|
|
15 |
|
|
|
18 |
|
|
|
3 |
|
Trade and other payables |
|
|
16 |
|
|
|
27 |
|
|
|
18 |
|
Deferred tax liabilities |
|
|
17 |
(iii) |
|
|
3 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,133 |
|
|
|
10,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings |
|
|
14 |
|
|
|
144 |
|
|
|
140 |
|
Provisions |
|
|
15 |
|
|
|
35 |
|
|
|
35 |
|
Trade and other payables |
|
|
16 |
|
|
|
844 |
|
|
|
661 |
|
Current tax liabilities |
|
|
|
|
|
|
3 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,026 |
|
|
|
836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
3,159 |
|
|
|
11,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity/(deficit) and liabilities |
|
|
|
|
|
|
11,178 |
|
|
|
5,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying notes form an integral part of these consolidated financial statements.
F-20
Consolidated statement of profit or loss and other comprehensive income
For the year ended December 31
(in $
millions, except for per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
Revenue |
|
|
19 |
|
|
|
675 |
|
|
|
469 |
|
|
|
(845 |
) |
Cost of revenue |
|
|
20 |
(iii) |
|
|
(1,070 |
) |
|
|
(963 |
) |
|
|
(1,320 |
) |
Other income |
|
|
20 |
(i) |
|
|
12 |
|
|
|
33 |
|
|
|
14 |
|
Sales and marketing expenses |
|
|
20 |
(iii) |
|
|
(241 |
) |
|
|
(151 |
) |
|
|
(238 |
) |
General and administrative expenses |
|
|
20 |
(iii) |
|
|
(545 |
) |
|
|
(326 |
) |
|
|
(304 |
) |
Research and development expenses |
|
|
20 |
(iii) |
|
|
(356 |
) |
|
|
(257 |
) |
|
|
(231 |
) |
Net impairment losses on financial assets |
|
|
25 |
(b) |
|
|
(19 |
) |
|
|
(63 |
) |
|
|
(56 |
) |
Other expenses |
|
|
20 |
(ii) |
|
|
(11 |
) |
|
|
(40 |
) |
|
|
(30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
|
|
|
|
(1,555 |
) |
|
|
(1,298 |
) |
|
|
(3,010 |
) |
Finance income |
|
|
21 |
|
|
|
65 |
|
|
|
53 |
|
|
|
85 |
|
Finance costs |
|
|
21 |
|
|
|
(1,701 |
) |
|
|
(1,490 |
) |
|
|
(1,056 |
) |
Share listing and associated expenses |
|
|
28 |
|
|
|
(353 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance costs |
|
|
21 |
|
|
|
(1,989 |
) |
|
|
(1,437 |
) |
|
|
(971 |
) |
Share of loss of equity-accounted investees (net of tax) |
|
|
|
|
|
|
(8 |
) |
|
|
(8 |
) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax |
|
|
|
|
|
|
(3,552 |
) |
|
|
(2,743 |
) |
|
|
(3,981 |
) |
Income tax expense |
|
|
17 |
|
|
|
(3 |
) |
|
|
(2 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
|
|
|
|
|
|
(3,555 |
) |
|
|
(2,745 |
) |
|
|
(3,988 |
) |
Items that will not be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit plan remeasurements |
|
|
|
|
|
|
1 |
|
|
|
(2 |
) |
|
|
(2 |
) |
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences foreign operations |
|
|
|
|
|
|
(42 |
) |
|
|
5 |
|
|
|
6 |
|
Other comprehensive (loss)/ income for the year, net of tax |
|
|
|
|
|
|
(41 |
) |
|
|
3 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year |
|
|
|
|
|
|
(3,596 |
) |
|
|
(2,742 |
) |
|
|
(3,984 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
|
|
|
|
(3,449 |
) |
|
|
(2,608 |
) |
|
|
(3,747 |
) |
Non-controlling interests |
|
|
|
|
|
|
(106 |
) |
|
|
(137 |
) |
|
|
(241 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
|
|
|
|
|
|
(3,555 |
) |
|
|
(2,745 |
) |
|
|
(3,988 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
|
|
|
|
(3,489 |
) |
|
|
(2,599 |
) |
|
|
(3,751 |
) |
Non-controlling interests |
|
|
|
|
|
|
(107 |
) |
|
|
(143 |
) |
|
|
(233 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year |
|
|
|
|
|
|
(3,596 |
) |
|
|
(2,742 |
) |
|
|
(3,984 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share (restated#) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share |
|
|
22 |
|
|
|
(6.39 |
) |
|
|
(14.39 |
)# |
|
|
(24.31 |
)# |
Diluted loss per share |
|
|
22 |
|
|
|
(6.39 |
) |
|
|
(14.39 |
)# |
|
|
(24.31 |
)# |
* |
Amount less than $1 million |
# |
See Note 22 for details regarding the retrospective restatement of Loss per share for years ended
December 31, 2020 and 2019 as a result of the Reverse Recapitalization. |
The accompanying notes form an integral part of
these consolidated financial statements.
F-21
Consolidated statement of changes in equity
For the year ended December 31, 2021
(in $
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
Share capital |
|
|
Share premium |
|
|
Accumulated losses |
|
|
CRPS reserve |
|
|
Other reserve (Note 7) |
|
|
Share option reserve |
|
|
Foreign currency translation reserve |
|
|
Equity (deficit) attributable to owners of the Company |
|
|
Non- controlling interests |
|
|
Total equity (deficit) |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
At January 1, 2021 |
|
|
|
|
|
|
* |
|
|
|
140 |
|
|
|
(10,490 |
) |
|
|
3,850 |
|
|
|
|
|
|
|
79 |
|
|
|
22 |
|
|
|
(6,399 |
) |
|
|
105 |
|
|
|
(6,294 |
) |
Total comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,449 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,449 |
) |
|
|
(106 |
) |
|
|
(3,555 |
) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translation of foreign operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41 |
) |
|
|
(41 |
) |
|
|
(1 |
) |
|
|
(42 |
) |
Defined benefit plan remeasurement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
Total other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41 |
) |
|
|
(40 |
) |
|
|
(1 |
) |
|
|
(41 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,448 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41 |
) |
|
|
(3,489 |
) |
|
|
(107 |
) |
|
|
(3,596 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by owners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity component of convertible redeemable preference shares (CRPS) |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
27 |
|
Share options exercised/restricted stock units vested |
|
|
11 |
|
|
|
* |
|
|
|
97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51 |
) |
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
46 |
|
Share-based payment |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
357 |
|
|
|
|
|
|
|
357 |
|
|
|
|
|
|
|
357 |
|
Issuance of ordinary shares upon Reverse Recapitalization (refer to Note 1 for definition), net
of issuance costs |
|
|
|
|
|
|
* |
|
|
|
4,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,642 |
|
|
|
|
|
|
|
4,642 |
|
Conversion of CPRS into GHL ordinary shares as part of the Reverse Recapitalization |
|
|
11 |
|
|
|
* |
|
|
|
16,650 |
|
|
|
|
|
|
|
(3,877 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,773 |
|
|
|
|
|
|
|
12,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by owners |
|
|
|
|
|
|
* |
|
|
|
21,389 |
|
|
|
|
|
|
|
(3,850 |
) |
|
|
|
|
|
|
306 |
|
|
|
|
|
|
|
17,845 |
|
|
|
|
|
|
|
17,845 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in ownership interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in non-controlling interests without a loss of
control |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(464 |
) |
|
|
|
|
|
|
243 |
|
|
|
(3 |
) |
|
|
|
|
|
|
(224 |
) |
|
|
288 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes in ownership interests in subsidiaries |
|
|
|
|
|
|
* |
|
|
|
|
|
|
|
(464 |
) |
|
|
|
|
|
|
243 |
|
|
|
(3 |
) |
|
|
|
|
|
|
(224 |
) |
|
|
288 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners |
|
|
|
|
|
|
* |
|
|
|
21,389 |
|
|
|
(464 |
) |
|
|
(3,850 |
) |
|
|
243 |
|
|
|
303 |
|
|
|
|
|
|
|
17,621 |
|
|
|
288 |
|
|
|
17,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2021 |
|
|
|
|
|
|
* |
|
|
|
21,529 |
|
|
|
(14,402 |
) |
|
|
|
|
|
|
243 |
|
|
|
382 |
|
|
|
(19 |
) |
|
|
7,733 |
|
|
|
286 |
|
|
|
8,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying notes form an integral part of these consolidated financial statements.
F-22
Consolidated statement of changes in equity
For the year ended December 31, 2020
(in $
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
Share capital |
|
|
Share premium |
|
|
Accumulated losses |
|
|
CRPS reserve |
|
|
Share option reserve |
|
|
Foreign currency translation reserve |
|
|
Equity (deficit) attributable to owners of the Company |
|
|
Non- controlling interests |
|
|
Total equity (deficit) |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
At January 1, 2020 |
|
|
|
|
|
|
* |
|
|
|
79 |
|
|
|
(7,982 |
) |
|
|
3,552 |
|
|
|
49 |
|
|
|
11 |
|
|
|
(4,291 |
) |
|
|
67 |
|
|
|
(4,224 |
) |
Total comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,608 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,608 |
) |
|
|
(137 |
) |
|
|
(2,745 |
) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translation of foreign operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
11 |
|
|
|
(6 |
) |
|
|
5 |
|
Defined benefit plan remeasurement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
9 |
|
|
|
(6 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,610 |
) |
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
(2,599 |
) |
|
|
(143 |
) |
|
|
(2,742 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by owners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for acquisition of a subsidiary |
|
|
|
|
|
|
* |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
Share options exercised/restricted stock units vested |
|
|
|
|
|
|
* |
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
(24 |
) |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
Share-based payment |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54 |
|
|
|
|
|
|
|
54 |
|
|
|
|
|
|
|
54 |
|
Equity component of convertible redeemable preference shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
298 |
|
|
|
|
|
|
|
|
|
|
|
298 |
|
|
|
|
|
|
|
298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by owners |
|
|
|
|
|
|
* |
|
|
|
28 |
|
|
|
|
|
|
|
298 |
|
|
|
30 |
|
|
|
|
|
|
|
356 |
|
|
|
|
|
|
|
356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in ownership interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in non-controlling interests without a loss of
control |
|
|
|
|
|
|
|
|
|
|
33 |
|
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135 |
|
|
|
181 |
|
|
|
316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes in ownership interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
33 |
|
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135 |
|
|
|
181 |
|
|
|
316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners |
|
|
|
|
|
|
* |
|
|
|
61 |
|
|
|
102 |
|
|
|
298 |
|
|
|
30 |
|
|
|
|
|
|
|
491 |
|
|
|
181 |
|
|
|
672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
|
|
|
|
|
|
* |
|
|
|
140 |
|
|
|
(10,490 |
) |
|
|
3,850 |
|
|
|
79 |
|
|
|
22 |
|
|
|
(6,399 |
) |
|
|
105 |
|
|
|
(6,294 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying notes form an integral part of these consolidated financial statements.
F-23
Consolidated statement of changes in equity
For the year ended December 31, 2019
(in $
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
Share capital |
|
|
Share premium |
|
|
Accumulated losses |
|
|
CRPS reserve |
|
|
Share option reserve |
|
|
Foreign currency translation reserve |
|
|
Equity (deficit) attributable to owners of the Company |
|
|
Non- controlling interests |
|
|
Total equity (deficit) |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
At January 1, 2019 |
|
|
|
|
|
|
* |
|
|
|
53 |
|
|
|
(4,281 |
) |
|
|
2,987 |
|
|
|
31 |
|
|
|
13 |
|
|
|
(1,197 |
) |
|
|
132 |
|
|
|
(1,065 |
) |
Total comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,747 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,747 |
) |
|
|
(241 |
) |
|
|
(3,988 |
) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translation of foreign operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
(2 |
) |
|
|
8 |
|
|
|
6 |
|
Defined benefit plan remeasurement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
(4 |
) |
|
|
8 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,749 |
) |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
(3,751 |
) |
|
|
(233 |
) |
|
|
(3,984 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by owners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary shares |
|
|
|
|
|
|
* |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
Issue of ordinary shares related to business combination |
|
|
|
|
|
|
* |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
5 |
|
Share options exercised/restricted stock units vested |
|
|
|
|
|
|
* |
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
(16 |
) |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
Share-based payment |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
34 |
|
Equity component of convertible redeemable preference shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
565 |
|
|
|
|
|
|
|
|
|
|
|
565 |
|
|
|
|
|
|
|
565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by owners |
|
|
|
|
|
|
* |
|
|
|
26 |
|
|
|
|
|
|
|
565 |
|
|
|
18 |
|
|
|
|
|
|
|
609 |
|
|
|
|
|
|
|
609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in ownership interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in non-controlling interests without a loss of
control |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48 |
|
|
|
168 |
|
|
|
216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes in ownership interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48 |
|
|
|
168 |
|
|
|
216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners |
|
|
|
|
|
|
* |
|
|
|
26 |
|
|
|
48 |
|
|
|
565 |
|
|
|
18 |
|
|
|
|
|
|
|
657 |
|
|
|
168 |
|
|
|
825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2019 |
|
|
|
|
|
|
* |
|
|
|
79 |
|
|
|
(7,982 |
) |
|
|
3,552 |
|
|
|
49 |
|
|
|
11 |
|
|
|
(4,291 |
) |
|
|
67 |
|
|
|
(4,224 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying notes form an integral part of these consolidated financial statements.
F-24
Consolidated statement of cash flows
For the year ended December 31
(in $ millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax |
|
|
|
|
|
|
(3,552 |
) |
|
|
(2,743 |
) |
|
|
(3,981 |
) |
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
|
6 |
|
|
|
236 |
|
|
|
261 |
|
|
|
538 |
|
Depreciation of property, plant and equipment |
|
|
5 |
|
|
|
109 |
|
|
|
126 |
|
|
|
109 |
|
Impairment of intangible assets and goodwill |
|
|
6 |
|
|
|
8 |
|
|
|
28 |
|
|
|
28 |
|
Impairment of property, plant and equipment |
|
|
5 |
|
|
|
7 |
|
|
|
15 |
|
|
|
32 |
|
Equity-settled share-based payment |
|
|
18 |
|
|
|
357 |
|
|
|
54 |
|
|
|
34 |
|
Finance costs |
|
|
21 |
|
|
|
1,701 |
|
|
|
1,490 |
|
|
|
1,056 |
|
Net impairment loss on financial assets |
|
|
25 |
|
|
|
19 |
|
|
|
63 |
|
|
|
56 |
|
Finance income |
|
|
21 |
|
|
|
(65 |
) |
|
|
(53 |
) |
|
|
(85 |
) |
(Gain)/Loss on disposal of property, plant and equipment |
|
|
|
|
|
|
(1 |
) |
|
|
9 |
|
|
|
1 |
|
Loss on disposal of intangible assets |
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
1 |
|
Gain on disposal of associate |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
Share listing and associated expenses |
|
|
28 |
|
|
|
353 |
|
|
|
|
|
|
|
|
|
Share of loss of equity-accounted investees (net of tax) |
|
|
|
|
|
|
8 |
|
|
|
8 |
|
|
|
* |
|
Change in provisions |
|
|
15 |
|
|
|
15 |
|
|
|
31 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(807 |
) |
|
|
(711 |
) |
|
|
(2,212 |
) |
Changes in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Inventories |
|
|
|
|
|
|
(1 |
) |
|
|
2 |
|
|
|
2 |
|
- Deposits pledged |
|
|
|
|
|
|
(83 |
) |
|
|
|
|
|
|
|
|
- Trade and other receivables |
|
|
|
|
|
|
(181 |
) |
|
|
31 |
|
|
|
(75 |
) |
- Trade and other payables |
|
|
|
|
|
|
137 |
|
|
|
42 |
|
|
|
181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in operations |
|
|
|
|
|
|
(935 |
) |
|
|
(636 |
) |
|
|
(2,104 |
) |
Income tax paid |
|
|
|
|
|
|
(3 |
) |
|
|
(7 |
) |
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
|
|
|
|
(938 |
) |
|
|
(643 |
) |
|
|
(2,112 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment |
|
|
|
|
|
|
(73 |
) |
|
|
(22 |
) |
|
|
(98 |
) |
Purchase of intangible assets |
|
|
|
|
|
|
(12 |
) |
|
|
(18 |
) |
|
|
(42 |
) |
Proceeds from disposal of property, plant and equipment |
|
|
|
|
|
|
25 |
|
|
|
63 |
|
|
|
6 |
|
Acquisition of businesses, net of cash acquired |
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
(22 |
) |
Acquisition of additional interests in associate |
|
|
|
|
|
|
(16 |
) |
|
|
|
|
|
|
(10 |
) |
Proceeds from disposal of associate |
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
Net (acquisitions of)/proceeds from other investments |
|
|
|
|
|
|
(2,717 |
) |
|
|
(359 |
) |
|
|
579 |
|
Restricted cash |
|
|
10 |
|
|
|
|
|
|
|
(30 |
) |
|
|
(99 |
) |
Interest received |
|
|
|
|
|
|
28 |
|
|
|
51 |
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in)/from investing activities |
|
|
|
|
|
|
(2,757 |
) |
|
|
(318 |
) |
|
|
393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying notes form an integral part of these consolidated financial statements.
F-25
Consolidated statement of cash flows (continued)
For the year ended December 31
(in $ millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of share options |
|
|
|
|
|
|
46 |
|
|
|
5 |
|
|
|
6 |
|
Proceeds from the reverse recapitalization |
|
|
|
|
|
|
4,425 |
|
|
|
|
|
|
|
|
|
Proceeds from bank loans |
|
|
|
|
|
|
1,980 |
|
|
|
8 |
|
|
|
|
|
Repayment of bank loans |
|
|
|
|
|
|
(176 |
) |
|
|
(106 |
) |
|
|
(69 |
) |
Payment of lease liabilities |
|
|
|
|
|
|
(24 |
) |
|
|
(30 |
) |
|
|
(28 |
) |
Proceeds from issuance of convertible redeemable preference shares |
|
|
|
|
|
|
463 |
|
|
|
1,389 |
|
|
|
1,938 |
|
Acquisition of non-controlling interests without change in control |
|
|
|
|
|
|
(460 |
) |
|
|
* |
|
|
|
(203 |
) |
Proceeds from subscription of shares in subsidiaries by
non-controlling interests without change in control |
|
|
|
|
|
|
443 |
|
|
|
329 |
|
|
|
327 |
|
Deposits pledged |
|
|
|
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
Interest paid |
|
|
|
|
|
|
(108 |
) |
|
|
(17 |
) |
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from financing activities |
|
|
|
|
|
|
6,566 |
|
|
|
1,578 |
|
|
|
1,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
|
|
2,871 |
|
|
|
617 |
|
|
|
232 |
|
Cash and cash equivalents at January 1 |
|
|
|
|
|
|
2,004 |
|
|
|
1,372 |
|
|
|
1,128 |
|
Effect of exchange rate fluctuations on cash held |
|
|
|
|
|
|
(37 |
) |
|
|
15 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at December 31 |
|
|
10 |
|
|
|
4,838 |
|
|
|
2,004 |
|
|
|
1,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying notes form an integral part of these consolidated financial statements.
F-26
Notes to the consolidated financial statements
These notes form an integral part of the consolidated financial statements.
These consolidated financial statements were authorized for issue by the Chief Executive Officer on April 28, 2022.
1 |
Domicile and activities |
Grab Holdings Limited (the Company or GHL), formerly known as J1 Holdings Limited (with the name changed on April 20,
2021), was incorporated in the Cayman Islands on March 12, 2021. The address of the Companys registered office is Harbour Place, 2nd Floor, 103 South Church Street, P.O. Box 472, George Town,
KYI-1106, Cayman Islands. The business office is at 3 Media Close, #01-03/06, Singapore 138498.
The Company was formed to facilitate the public listing and additional capitalisation (referred to collectively as the Reverse
Recapitalization) of Grab Holdings Inc. (GHI) and its subsidiaries (together referred to as GHI Group). GHI Group enables access to mobility, delivery, financial services and enterprise offerings in Southeast Asia
through its mobile application (the Grab Platform).
The Reverse Recapitalization (see Notes 11 and 28) was effectuated by
|
|
|
a special purpose acquisition company (SPAC) Altimeter Growth Corp (AGC), incorporated in
the Cayman Islands and listed on the Nasdaq Stock Market (NASDAQ); and merging on December 1, 2021 with J2 Holdings Inc., incorporated in the Cayman Islands and a direct wholly owned subsidiary of GHL; with J2 Holdings Inc.
surviving and remaining as a wholly owned subsidiary of GHL; |
|
|
|
GHI merging on December 1, 2021 with J3 Holdings Inc., incorporated in the Cayman Islands and a direct
wholly owned subsidiary of GHL; with GHI surviving and becoming a wholly owned subsidiary of GHL; |
|
|
|
additional capitalisation by way of the issuance of GHL shares and warrants to third party investors on
December 1, 2021 pursuant to investment commitments in previously agreed subscription agreements; and |
|
|
|
the Company becoming a publicly traded company on NASDAQ on December 2, 2021. |
These consolidated financial statements as at and for the year ended December 31, 2021 comprise the Company and its subsidiaries (together
referred to as the Group and individually as Group entities) and the Groups interest in equity-accounted investees.
As described in Note 28, the Reverse Recapitalization has been accounted for with AGC being identified as the acquired entity for
financial reporting purposes. Accordingly, the Reverse Recapitalization has been accounted for as the equivalent of GHI issuing shares for the net assets of AGC, accompanied by a recapitalization by third party investors. Therefore, these
consolidated financial statements have been presented as a continuation of the GHI Group.
These consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to discharge its
liabilities in the ordinary course of business.
The assets of the Group exceed its liabilities by $8,019 million as at December 31,
2021 (while as at 31 December, 2020 Group liabilities exceeded its assets by $6,294 million) and the Group has incurred a net loss after tax of $3,555 million for the year ended December 31, 2021 (2020: $2,745 million).
The accompanying
notes form an integral part of these consolidated financial statements.
F-27
To support the business plans of the Group, the Company has effectuated the Reverse
Recapitalization and raised $4,522 million of cash. Additionally, during 2021 the Group has raised $2,000 million in term loan financing which is secured against assets of the Company and certain subsidiaries. These assets include intellectual
property, bank accounts, receivables, property and any proceeds from the sale or disposal of these assets.
As at December 31, 2021,
the Group has deposits with banks and financial institutions and cash and cash equivalents of $8,016 million (2020: $3,286 million) available. Based on these factors and in consideration of the Groups business plans, budgets and forecasts,
management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.
3.1 |
Statement of compliance |
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB). Details of the Groups accounting policies, including changes thereto, are included in Notes 3.5 and 4.
These consolidated financial statements have been prepared on the historical cost basis except as otherwise indicated in the accounting
policies.
3.3 |
Functional and presentation currency |
These consolidated financial statements are presented in United States dollars ($), which is the Companys functional currency. All
information presented in $ have been rounded to the nearest million, unless otherwise stated.
3.4 |
Use of estimates and judgments |
The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which
the estimates are revised and in any future years affected.
Information about critical judgments in applying accounting policies that have
the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:
|
|
|
Notes 4.11 and 19 Revenue recognition: principal vs. agent considerations and customer identification; and
|
|
|
|
Notes 4.3 (vii) and 11 Debt and equity classification of compound financial instruments.
|
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment within the next financial year are included in the following notes:
|
|
|
Note 5 Impairment test of property, plant and equipment: key assumptions underlying recoverable amounts.
|
|
|
|
Note 6 Impairment test of intangible assets and goodwill: key assumptions underlying recoverable amounts.
|
The accompanying
notes form an integral part of these consolidated financial statements.
F-28
|
|
|
Notes 4.4 (i) and 25 Measurement of expected credit losses (ECL) for financial assets.
|
|
|
|
Notes 15 and 29 Recognition and measurement of provisions and contingencies: key assumptions about the
likelihood and magnitude of an outflow of resources. |
Measurement of fair values
A number of the Groups accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
As part of an established control framework, significant
unobservable inputs and valuation adjustments are regularly reviewed. If third party information, such as broker quotes or pricing services, is used to measure fair values, such information is assessed to support the conclusion that such valuations
meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.
When
measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as
follows:
|
|
|
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
|
|
|
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). |
|
|
|
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs). |
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair
value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement (with Level 3 being the lowest).
The Group recognizes transfers between levels of the fair value hierarchy as of the end of the reporting year during which the change has
occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
|
|
|
Note 6 Intangible assets and goodwill, |
|
|
|
Note 18 Share-based payment arrangements, |
|
|
|
Note 25 Financial instruments, and |
|
|
|
Note 28 Reverse Recapitalization |
3.5 |
Change in accounting policies and comparative information |
|
i) |
Change in accounting policies |
The Group has initially adopted Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 - Interest Rate Benchmark Reform Phase 2 from January
1, 2021 which address the financial reporting impact from the reform of benchmark interest rates. These amendments have not had a material impact on these consolidated financial statements as the basis for determining the contractual cash flows of
the Groups financial assets or liabilities measured at amortised cost have not changed during the course of the year.
The accompanying
notes form an integral part of these consolidated financial statements.
F-29
|
ii) |
Change in comparative information |
a) Trade and other receivables: The asset caption Trade and other receivables, as previously presented in the GHI Group financial
statements, has been separately presented into two captions in these financial statements based on the nature of the assets as Trade and other receivables (see Note 8) and Prepayments and other assets (see Note 9). For the purpose of comparability,
the relevant comparative information with respect to those captions have accordingly been separately presented.
b) Loss per share and
share based payments: For the purpose of comparability, the loss per share (see Note 22) and details of replaced equity-settled share-based payment arrangements (see Note 18) for the years ended December 31, 2020 and 2019 has been
retrospectively restated to reflect the effect of the Reverse Recapitalization.
4 |
Significant accounting policies |
The Group has consistently applied the following accounting policies to all years presented in these consolidated financial statements except
as described in Note 3.5, which addresses changes in accounting policies.
4.1 |
Basis of consolidation |
The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition
of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and
substantive process and whether the acquired set has the ability to produce outputs.
The Group has an option to apply a
concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all the fair value of the gross assets acquired is
concentrated in a single identifiable asset or group of similar identifiable assets.
The Group measures goodwill at the date of
acquisition as:
|
|
|
the fair value of the consideration transferred; plus |
|
|
|
the recognized amount of any non-controlling interests (NCI)
in the acquiree; plus |
|
|
|
if the business combination is achieved in stages, the fair value of the
pre-existing equity interest in the acquiree, over the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed. Any goodwill that arises is tested annually for
impairment. |
The consideration transferred in the acquisition is generally measured at fair value, as are the
identifiable net assets acquired. When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss.
The
consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss.
Any contingent consideration payable is recognized at fair value at the date of acquisition and included in the consideration transferred. If
the contingent consideration that meets the definition of financial instruments is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at
each reporting date and subsequent changes to the fair value of the contingent consideration are recognized in profit or loss.
The accompanying
notes form an integral part of these consolidated financial statements.
F-30
When share-based payments awards (replacement awards) are exchanged for awards held by the
acquirees employees (acquirees awards) and related to past services, then all or a portion of the acquirers replacement awards is included in measuring the consideration transferred in the business combination. This determination
is based on the market-based value of the replacement awards compared with the market-based value of the acquirees awards and the extent to which the replacement awards related to past and/or future service.
NCI that are present ownership interests and entitle their holders to a proportionate share of the acquirees net assets in the event of
liquidation are measured either at fair value or at the NCIs proportionate share of the recognized amounts of the acquirees identifiable net assets, at the date of acquisition. The measurement basis taken is elected on a transaction-by-transaction basis. All other NCI are measured at acquisition-date fair value, unless another measurement basis is required by IFRSs.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection
with a business combination are expensed as incurred.
Changes in the Groups interest in a subsidiary that do not result in a loss of
control are accounted for as transactions with owners in their capacity as owners and therefore no adjustments are made to goodwill and no gain or loss is recognized in profit or loss. Adjustments to NCI arising from transactions that do not involve
the loss of control are based on a proportionate amount of the net assets of the subsidiary.
A reverse acquisition is a merger of entities in which, for accounting purposes, the legal acquirer is identified as the accounting
acquiree and the legal acquiree is identified as the accounting acquirer. The identification of the accounting acquirer and acquiree is based on the principles of business combination accounting. If the accounting acquiree is identified as business,
business combination accounting is applied. However if the accounting acquiree does not meet the definition of a business, share-based payment accounting is applied for share based consideration.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until
the date that control ceases.
The accounting policies of subsidiaries have been changed when necessary to align them with the policies
adopted by the Group. Losses applicable to the NCI in a subsidiary are allocated to the NCI even if doing so causes the NCI to have a deficit balance.
iv) |
Acquisitions from entities under common control |
Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are
accounted for as if the acquisition had occurred at the beginning of the earliest comparative year presented or, if later, at the date that common control was established; for this purpose, comparatives are restated. The assets and liabilities
acquired are recognized at the carrying amounts recognized previously in the Group controlling shareholders consolidated financial statements. The components of equity of the acquired entities are added to the same components within Group
equity and any gain/loss arising is recognized directly in equity.
The accompanying
notes form an integral part of these consolidated financial statements.
F-31
Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any NCI, and the other components of equity
related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Group retains any interest in the former subsidiary, then such interest is measured at fair value at the date that control is
lost.
vi) |
Investments in associates and joint ventures (equity-accounted investees) |
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating
policies of these entities. Significant influence is presumed to exist when the Group holds 20% or more of the voting power of another entity. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to
the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Investments in associates and
joint ventures are accounted for using the equity method. They are recognized initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Groups share of the profit
or loss and other comprehensive income (OCI) of equity-accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence or joint control commences until the date
that significant influence or joint control ceases.
When the Groups share of losses exceeds its investment in an equity-accounted
investee, the carrying amount of the investment, together with any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation to fund
the investees operations or has made payments on behalf of the investee.
vii) |
Investments in associates (measured at fair value through profit or loss) |
In the case of associates, when the instrument does not currently give the Group access to the returns associated with an underlying ownership
interest, then the investment in associate is accounted for under IFRS 9.
viii) |
Transactions eliminated on consolidation |
Intra-group balances and transactions, and any unrealized income or expenses arising from intra-group transactions, are eliminated in preparing
the consolidated financial statements. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Groups interest in the investee. Unrealized losses are eliminated in
the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
i) |
Foreign currency transactions |
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the exchange rates at the date
of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting date.
Non-monetary assets and liabilities that are measured at fair value in a foreign currency are
translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the
exchange rate at the date of the transaction. Foreign currency differences are recognized in profit or loss and presented within finance costs.
The accompanying
notes form an integral part of these consolidated financial statements.
F-32
Foreign currency differences arising from the translation of investment in equity securities
designated as fair value to other comprehensive income (FVOCI) are recognized in OCI.
The assets and liabilities of foreign operations are translated to United States dollars at exchange rates at the reporting date. The income
and expenses of foreign operations are translated to United States dollars at average exchange rates.
Foreign currency differences are
recognized in OCI and presented in the foreign currency translation reserve in equity except to the extent that the translation difference is allocated to NCI. When a foreign operation is disposed of in its entirety or partially such that control,
significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its
interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of its investment in an associate or joint venture that
includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur in the
foreseeable future, foreign exchange gains and losses arising from such a monetary item that are considered to form part of a net investment in a foreign operation are recognized in OCI and are presented in the translation reserve in equity.
4.3 |
Financial instruments |
i) |
Recognition and initial measurement |
Trade receivables and debt investments issued are initially recognized when they are originated. All other financial assets and financial
liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument.
A financial asset
(unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are
directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
ii) |
Classification and subsequent measurement |
On initial recognition, a financial asset is classified as measured at: amortized cost; FVOCI debt investment; FVOCI equity
investment; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business
model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting year following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
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it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
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The accompanying
notes form an integral part of these consolidated financial statements.
F-33
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its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding. |
A debt investment is measured at FVOCI if it meets both of the following
conditions and is not designated as at FVTPL:
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it is held within a business model whose objective is achieved by both collecting contractual cash flows and
selling financial assets; and |
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its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding. |
On initial recognition of an equity investment that is not held-for-trading, the Group may irrevocably elect to present subsequent changes in the investments fair value in OCI. This election is made on an
investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured
at FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so
eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial assets Business model
assessment
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio
level because this best reflects the way the business is managed, and information is provided to management. The information considered includes:
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the stated policies and objectives for the portfolio and the operation of those policies in practice. These
include whether managements strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash
outflows or realizing cash flows through the sale of the assets; |
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how the performance of the portfolio is evaluated and reported to the Groups management;
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the risks that affect the performance of the business model (and the financial assets held within that business
model) and how those risks are managed; |
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how managers of the business are compensated e.g. whether compensation is based on the fair value of the
assets managed or the contractual cash flows collected; and |
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the frequency, volume and timing of sales of financial assets in prior years, the reasons for such sales and
expectations about future sales activity. |
Transfer of financial assets to third parties in transactions that do not
qualify for derecognition are not considered sales for this purpose, consistent with the Groups continuing recognition of the assets.
Financial assets that are held-for-trading or are managed and
whose performance is evaluated on a fair value basis are measured at FVTPL.
Financial assets Assessment whether contractual
cash flows are solely payments of principal and interest
For the purposes of this assessment, principal is defined as
the fair value of the financial asset on initial recognition. Interest is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time
and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
The accompanying
notes form an integral part of these consolidated financial statements.
F-34
In assessing whether the contractual cash flows are solely payments of principal and
interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this
condition. In making this assessment, the Group considers:
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contingent events that would change the amount or timing of cash flows; |
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terms that may adjust the contractual coupon rate, including variable-rate features; |
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prepayment and extension features; and |
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terms that limit the Groups claim to cash flows from specified assets (e.g. non-recourse features).
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A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount
substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a
discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable
additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets Subsequent measurement and gains and losses
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit
or loss.
Financial assets at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment
losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains
and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly
represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.
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b) |
Financial liabilities Classification, subsequent measurement and gains and losses
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Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as
at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL, which include
warrant liabilities, are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Directly attributable transaction costs are recognized in profit or loss as incurred.
The accompanying
notes form an integral part of these consolidated financial statements.
F-35
Other financial liabilities are initially measured at fair value less directly attributable
transaction costs. They are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. These financial liabilities comprised loans and
borrowings, bank overdrafts, and trade and other payables.
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the
rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks
and rewards of ownership and it does not retain control of the financial asset.
Where the Group enters into transactions whereby it
transfers assets recognized in its statement of financial position but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognized.
The Group derecognizes a financial liability when its contractual obligations are discharged or canceled or expire. The Group also derecognizes
a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when,
the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
v) |
Cash and cash equivalents |
Cash and cash equivalents comprise cash balances and short-term deposits with maturities of three months or less from the date of acquisition
that are subject to an insignificant risk of changes in their fair value and are used by the Group in the management of its short-term commitments. For the purpose of the statement of cash flows, bank overdrafts that are repayable on demand and that
form an integral part of the Groups cash management are included in cash and cash equivalents.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction
from equity, net of any tax effects.
Share purchase warrants issued by the Group are accounted for as derivative liabilities. The warrants are initially recognised at fair value,
and in subsequent periods measured at fair value through profit or loss with any changes in fair value recognised in profit or loss until the warrants are exercised, redeemed, or expire.
The accompanying
notes form an integral part of these consolidated financial statements.
F-36
viii) |
Compound financial instruments |
Compound financial instruments issued by the Group include convertible redeemable preference shares denominated in United States dollars that
can be converted to share capital at the option of the holder, where the number of shares to be issued is fixed and does not vary with changes in fair value.
The liability component of a compound financial instrument is recognized initially at the fair value of a similar liability that does not have
an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction
costs are allocated to the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial
recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.
Interest related to the liability component is recognized in profit or loss and presented within finance costs. On conversion, the liability
component is reclassified to equity and no gain or loss is recognized.
i) |
Non-derivative financial assets |
The Group recognizes loss allowances for expected credit loss on financial assets measured at amortized cost.
Loss allowances are measured on either of the following bases:
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12-month ECLs: these are ECLs that result from default events that are
possible within the 12 months after the reporting date (or for a shorter period if the expected life of the instrument is less than 12 months); or |
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Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial
instrument or contract asset. |
Simplified approach
The Group applies the simplified approach to provide for ECLs for all trade receivables. The simplified approach requires the loss allowance to
be measured at an amount equal to lifetime ECLs.
General approach
The Group applies the general approach to provide for ECLs on all other financial instruments. Under the general approach, the loss allowance
is measured at an amount equal to 12-month ECLs at initial recognition.
At each reporting date,
the Group assesses whether the credit risk of a financial instrument has increased significantly since initial recognition. When credit risk has increased significantly since initial recognition, loss allowance is measured at an amount equal to
lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and
when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Groups
historical experience and informed credit assessment and includes forward-looking information.
The accompanying
notes form an integral part of these consolidated financial statements.
F-37
If credit risk has not increased significantly since initial recognition or if the credit
quality of the financial instruments improves such that there is no longer a significant increase in credit risk since initial recognition, loss allowance is measured at an amount equal to 12-month ECLs.
The Group considers a financial asset to be in default when:
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the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to
actions such as realizing security (if any is held); or |
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the financial asset is more than 90 days past due (more than 120 days past due for trade receivables).
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Measurement of ECLs
ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all cash shortfalls (i.e. the
difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt investments at FVOCI are
credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
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significant financial difficulty of the borrower or issuer; |
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a breach of contract such as a default or being more than 90 days past due (more than 120 days past due for trade
receivables); |
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the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
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it is probable that the borrower will enter bankruptcy or another financial reorganization; or
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the disappearance of an active market for a security because of financial difficulties. |
Presentation of allowance for ECLs in the statement of financial position
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
Write-off
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect
of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the
write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Groups procedures for recovery of amounts due.
The carrying amounts of the Groups non-financial assets, other than inventories and deferred tax
assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such
The accompanying
notes form an integral part of these consolidated financial statements.
F-38
indication exists, then the assets recoverable amount is estimated. Goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, are tested
annually for impairment and the recoverable amount is estimated each year.
An impairment loss is recognized if the carrying amount of an
asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.
The recoverable amount of an asset
or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets
that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been
allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs
that are expected to benefit from the synergies of the combination.
The Groups corporate assets do not generate separate cash
inflows and are utilized by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.
Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying
amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior years are assessed
at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to
the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
Goodwill that forms part of the carrying amount of an investment in an associate is not recognized separately, and therefore is not tested for
impairment separately. Instead, the entire amount of the investment in an associate is tested for impairment as a single asset when there is objective evidence that the investment in an associate may be impaired.
4.5 |
Property, plant and equipment |
i) |
Recognition and measurement |
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes:
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any other costs directly attributable to bringing the assets to a working condition for their intended use; and
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when the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling
and removing the items and restoring the site on which they are located. |
Purchased software that is integral to the
functionality of the related equipment is capitalized as part of that equipment.
The accompanying
notes form an integral part of these consolidated financial statements.
F-39
When parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.
The gain or loss on disposal of an item of property,
plant and equipment is recognized in profit or loss and presented within other expenses.
The cost of replacing a component of an item of property, plant and equipment is recognized in the carrying amount of the item if it is
probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced component is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred and presented within cost of revenue and general and administrative expenses.
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a
component has a useful life that is different from the remainder of that asset, that component is depreciated separately.
Depreciation is
recognized as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment, unless it is included in the carrying amount of another asset.
Depreciation is recognized from the date that the property, plant and equipment is installed and are ready for use, or in respect of internally
constructed assets, from the date that the asset is completed and ready for use.
The estimated useful lives for the current and
comparative years are as follows:
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Computers |
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2 - 3 years |
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Building and renovation |
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3 - 4 years |
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Motor vehicles |
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5 - 7 years |
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Office and other equipment |
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4 - 5 years |
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting year
and adjusted if appropriate.
4.6 |
Intangible assets and goodwill |
i) |
Recognition and measurement |
Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. Goodwill is measured at cost less accumulated
impairment losses. In respect of associates, the carrying amount of goodwill is included in the carrying amount of the investment, and an impairment loss on such an investment is not allocated to any assets, including goodwill, that form part of the
carrying amount of the associates.
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b) |
Research and development |
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding is
recognized in profit or loss as incurred.
The accompanying
notes form an integral part of these consolidated financial statements.
F-40
Development activities involve a plan or design for the production of new or substantially
improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends
to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of material, direct labor and overhead costs that are directly attributable to preparing the asset for its intended
use. Other development expenditures are recognized in profit or loss as incurred.
Capitalized development expenditures are measured at
cost less accumulated amortization and accumulated impairment losses.
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c) |
Other intangible assets |
Other intangible assets, including the non-compete agreement and agent networks, that are acquired by
the Group and have finite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. The non-compete agreement prohibits the counterparty from competing with Grab in
multiple business verticals within Southeast Asia, including the ride-sharing industry.
ii) |
Subsequent expenditure |
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates.
All other expenditure, including expenditure on internally generated goodwill and brands is recognized in profit or loss as incurred and presented within general and administrative expenses.
Amortization is calculated based on the cost of the asset, less its residual value.
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than the non-compete agreement and goodwill, from the date that they are available for use. For the non-compete agreement, amortization is recognized based on a diminishing balance
method that reflects the pattern in which future economic benefits arising from the non-compete agreement are expected to be consumed by the Group.
The estimated useful lives for the current and comparative years are as follows.
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Software |
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3 years |
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Non-compete agreement |
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4 years |
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Other intangible assets |
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3 years |
Amortization methods, useful lives and residual values are reviewed at the end of each reporting year and
adjusted if appropriate.
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each
lease component on the basis of its relative stand-alone prices. The
The accompanying
notes form an integral part of these consolidated financial statements.
F-41
Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement
date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the
straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset
is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The right-of-use
asset is subsequently stated at cost less accumulated depreciation and impairment losses.
The lease liability is initially measured at the
present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Groups incremental borrowing rate. Generally, the Group
uses its incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates
from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
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fixed payments, including in-substance fixed payments;
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variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date; |
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amounts expected to be payable under a residual value guarantee; and |
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the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an
optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. |
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease
payments arising from a change in an index or rate, if there is a change in the Groups estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase,
extension or termination option or if there is a revised in-substance fixed lease payment.
When
the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if
the carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets that do not meet the
definition of investment property in property, plant and equipment and lease liabilities in loans and borrowings in the statement of financial position.
Short-term leases and leases of low-value assets
The Group has elected not to recognize right-of-use assets and
lease liabilities for leases of low-value assets and short-term leases. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
The accompanying
notes form an integral part of these consolidated financial statements.
F-42
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each
lease component on the basis of their relative standalone prices.
When the Group acts as a lessor, it determines at lease inception
whether each lease is a finance lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the
lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group
considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Group is an
intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to
the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the
exemption described above, then it classifies the sub-lease as an operating lease.
If an
arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract.
The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease. The Group further regularly
reviews estimated unguaranteed residual values used in calculating the gross investment in the lease.
The Group leases motor vehicles to
driver-partners who typically use the vehicles to provide transport and delivery services through Grab Platform. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of
Revenue. Rental income from lease of motor vehicles is presented as a part of Mobility revenue (see Note 4.11(i)).
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the
first-in first-out or weighted average allocation methods depending on the nature of inventory, and includes expenditure incurred in acquiring the inventories,
production or conversion costs, and other costs incurred in bringing them to their existing location and condition.
Net realizable value
is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs necessary to make the sale.
i) |
Defined contribution plans |
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will
have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the years during which related services are
rendered by employees.
ii) |
Defined benefits plans |
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Groups net obligation in respect of
defined benefits plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current
The accompanying
notes form an integral part of these consolidated financial statements.
F-43
and prior years that benefit is discounted to determine its present value. The fair value of any plan assets is deducted. The Group determines the net interest expense (income) on the net defined
benefit liability (asset) for the year by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined liability (asset).
The discount rate is the yield at the reporting date on bonds that have maturity dates approximating the terms of the Groups obligations
and that are denominated in the currency in which the benefits are expected to be paid.
The calculation is performed annually by a
qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or
reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group. An economic benefit is available to the
Group if it is realizable during the life of the plan, or on settlement of the plan liabilities.
Remeasurements of the net defined benefit
liability comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest). The Group recognizes them immediately in OCI and all expenses related to defined benefit
plans in employee benefits expense in profit or loss. When the benefits of a plan are changed, or when a plan is curtailed, the portion of the changed benefit related to past service by employees, or the gain or loss on curtailment is recognized
immediately in profit or loss when the plan amendment or curtailment occurs.
The Group recognizes gains and losses on the settlement of a
defined benefit plan when the settlement occurs. The gain or loss on settlement is the difference between the present value of the defined benefit obligation being settled as determined on the date of settlement and the settlement price, including
any plan assets transferred and any payments made directly by the Group in connection with the settlement.
iii) |
Short-term employee benefits |
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability
is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the
obligation can be estimated reliably.
iv) |
Employee leave entitlement |
Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual
leave as a result of services rendered by employees up to the reporting date.
v) |
Share-based payment transactions |
The grant date fair value of equity-settled share-based payment awards granted to employee is recognized as an employee expense, with a
corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and
non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment
is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
The accompanying
notes form an integral part of these consolidated financial statements.
F-44
When the terms of an equity-settled award are modified, the minimum expense recognized is
the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of
the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is canceled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated
reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost.
Provisions for dismantlement, removal and restoration are recognized when the Group has a present legal or constructive obligation as a result
of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amounts have been reliably estimated.
The Group recognizes the estimated costs of dismantlement, removal or restoration of items of property, plant and equipment arising from the
acquisition or use of assets. This provision is estimated based on the best estimate of the expenditure required to settle the obligation, taking into consideration time value.
Changes in the estimated timing or amount of the expenditure or discount rate for asset dismantlement, removal and restoration costs are
adjusted against the cost of the related property, plant and equipment, unless the decrease in the liability exceeds the carrying amount of the assets or the asset has reached the end of its useful life. In such cases, the excess of the decrease
over the carrying amount of the asset or the changes in the liability is recognized in profit or loss immediately.
The Group recognizes revenue as or when it satisfies its service obligations. The Group earns revenue predominantly from the following
services:
Fees earned from driver-partners, merchant-partners and consumers for connecting driver-partners and merchant-partners with consumers to
facilitate delivery of a variety of daily necessities, including ready-to-eat meals and groceries, as well as point-to-point parcel delivery.
Fees earned from driver-partners and consumers for connecting consumers with transportation rides provided by driver-partners across a variety
of multi-modal mobility options. Mobility revenue also includes rental income from the leasing of motor vehicles to driver-partners, who typically use the vehicles to offer services through the Grab Platform (see Note 4.7(ii) for lease
accounting as a lessor).
Deliveries and Mobility: principal vs. agent considerations and related revenue recognition
The Group enters into service agreements with driver-partners and merchant-partners to use the Grab Platform. A contract exists between the
Group and the driver-partners and merchant-partners once they
The accompanying
notes form an integral part of these consolidated financial statements.
F-45
accept a transaction request and their ability to cancel the transaction lapses. The Group evaluates the presentation of revenue on a gross or net basis based on whether it acts as a principal by
controlling the service provided to the consumer, or whether it acts as an agent by arranging for third parties to provide the service to the consumer.
The Group facilitates the provision of the service by driver-partners and merchant-partners to consumers, for the driver-partners and
merchant-partners to fulfill their contractual promise to the consumers. The driver-partners and merchant-partners fulfill their promise to provide a service to their customer through use of the Grab Platform. While the Group facilitates setting the
price for services, the driver-partners and consumers have the discretion in accepting the transaction price through the Grab Platform. The Group is not responsible for fulfilling the services being provided to the consumer nor does the Group have
inventory risk related to these services. Therefore, the Group has concluded that the Group is acting as an agent to facilitate the successful completion of delivery and transportation services by the driver-partners and merchant-partners to
consumers. In enabling connection in these agreements, the driver-partners, merchant-partners and consumers are considered the Groups customers; with the Group having a separate performance obligation to each:
|
|
|
the driver-partners (to connect the drive-partners with consumers to facilitate and successfully complete
transportation and delivery services), |
|
|
|
the merchant-partners (to connect the merchant-partners with consumers to facilitate and successfully complete
ordering services); and |
|
|
|
the consumer (to connect the consumer with driver-partners and merchant-partners). |
The Group recognizes fees on the completion of a successful transportation or delivery service by driver-partners and merchant-partners. The
Group reports revenue on a net basis, reflecting the fees owed to the Group from the driver-partners, merchant-partners and consumers as revenue, and not the gross amount collected from consumers.
Fees predominantly earned from digital payment processing services charged to merchant-partners primarily based on the Total Payments Volume
(TPV) processed through the Grab Platform. TPV is the value of payments, net of payment reversals, successfully completed through the Grab Platform. Transaction fee revenue resulting from a payment processing transaction is recognized
once the transaction is complete.
Financial services revenue also includes effective interest earned on loans and advances provided to
merchant-partners, driver-partners and consumers (see Note 4.3(ii) for measurement of financial assets at amortized cost); and fees from wealth management and insurance distribution offerings.
|
d) |
Enterprise and new initiatives |
Fees predominantly earned from digital advertising and marketing services. Revenue is recognized once the obligation to provide the service is
satisfied.
ii) |
Incentives to customers |
The Group evaluates the presentation of the incentives paid to the driver-partners, merchant-partners and consumers based on whether the Group
receives a separate identifiable benefit from the respective customer. The Group has concluded that it does not receive distinct goods or services from the respective customer and the incentives are therefore recorded as a reduction from fees
received from the respective customer. To the extent that such incentives exceed the amount of fees received from the respective customer, the excess is recorded as negative revenue.
The accompanying
notes form an integral part of these consolidated financial statements.
F-46
For loyalty rewards offered to customers as part of revenue transactions, the Group defers a
portion of the revenue based on the estimated standalone selling price of the loyalty rewards earned and recognizes the revenue as they are redeemed in future transactions or when the rewards expire.
The main components of the Groups expenses by functions are as follows:
|
i) |
Cost of revenue comprises expenses directly or indirectly attributable to the Groups Deliveries,
Mobility, Financial Services and Enterprise offerings (see Note 4.11) and primarily consists of data management and platform related technology costs including amortization of technology and market activity related intangible assets, compensation
costs (including share-based compensation) for operations and support personnel, payment processing fees, costs incurred in relation to its motor vehicle fleet used for rental services including depreciation and impairment; and an allocation of
associated corporate costs such as depreciation of right-of-use assets. |
|
ii) |
Sales and marketing primarily consist of advertising costs, compensation costs (including share-based
compensation) to sales and marketing employees and an allocation of associated corporate costs such as depreciation of right-of-use assets. |
|
iii) |
Research and development expenses primarily consist of compensation cost (including share-based compensation)
to engineering, design and product development employees, and allocation of associated corporate costs such as depreciation of right-of-use assets. |
|
iv) |
General and administrative expenses primarily consist of compensation costs (including share-based
compensation) for executive management and administrative personnel (including finance and accounting, human resources, policy and communications, legal, facility and general administration employees), occupancy and facility costs, administrative
fees, professional service fees, depreciation on certain administration assets, legal settlement accrual and allocation of associated corporate costs such as depreciation of right-of-use assets. |
4.13 |
Finance income and finance costs |
The Groups finance income and finance costs include:
|
|
|
the net gain or loss on financial assets at FVTPL; |
|
|
|
the foreign currency gain or loss on financial assets and financial liabilities; |
|
|
|
the gain or loss on modification of financial liabilities; and |
|
|
|
the unwinding of the discount on provisions. |
Interest income or expense is recognized using the effective interest method.
The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the
financial instrument to:
|
|
|
the gross carrying amount of the financial asset; or |
|
|
|
the amortized cost of the financial liability. |
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is
not credit-impaired) or to the amortized cost of the liability. However, for
The accompanying
notes form an integral part of these consolidated financial statements.
F-47
financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial
asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
Borrowing costs that
are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest rate method.
For the purposes of these consolidated financial statements, parties are considered to be related to the Group if the Group has the ability,
directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence.
Related parties may be individuals or other entities.
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that
they relate to a business combination, or items recognized directly in equity or in OCI.
The Group has determined that interest and
penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related
to income taxes, if any.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:
|
|
|
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss; |
|
|
|
temporary differences related to investments in subsidiaries to the extent that the Group is able to control the
timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future; and |
|
|
|
taxable temporary differences arising on the initial recognition of goodwill. |
The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Group expects, at the reporting date,
to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively
enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current
tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and
liabilities will be realized simultaneously.
The accompanying
notes form an integral part of these consolidated financial statements.
F-48
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible
temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the
amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual
subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future
taxable profits improves.
Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has
become probable that future taxable profits will be available against which they can be used. In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and
interest may be due. The Group believes that its accruals for income tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on
estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax
liabilities will impact income tax expense in the period that such a determination is made.
The Group presents basic and diluted loss per share data for its ordinary shares. Basic loss per share is calculated by dividing the loss
attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted loss per share is calculated by giving effect to all potential weighted average dilutive
ordinary shares. The dilutive effect of outstanding share options, restricted share units (RSUs), warrants and convertible redeemable preference shares is reflected in diluted loss per ordinary share by application of the treasury stock
method.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses,
including revenues and expenses that relate to transactions with any of the Groups other components. The operating results are reviewed regularly by the Groups chief executive officer (the Chief Operating Decision Maker or
CODM) to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available. Segment results that are reported to the Groups CODM include items
directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, head office expenses, and tax assets and liabilities.
Government grants are recognized when there is reasonable assurance that the grant will be received, and all attaching conditions will be
complied with. Government grants shall be recognized in profit or loss on a systematic basis over the periods in which the entity recognizes as expenses the related costs for which the grants are intended to compensate. Government grant is
recognized as Other income in profit or loss.
4.19 |
Standards issued but not yet effective |
A number of new standards are effective for annual periods beginning after January 1, 2021 and earlier application is permitted; however,
the Group has not early adopted the new or amended standards in
The accompanying
notes form an integral part of these consolidated financial statements.
F-49
preparing these consolidated financial statements. Based on an initial assessment, the following new and amended standards are not expected to have a significant impact on the Groups
consolidated financial statements.
|
|
|
Onerous contracts Cost of Fulfilling a Contract (Amendments to IAS 37) |
|
|
|
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to
IAS 12) |
|
|
|
COVID-19-Related Rent
Concessions beyond 30 June 2021 (Amendment to IFRS 16) |
|
|
|
Annual Improvements to IFRS Standards 20182020 |
|
|
|
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) |
|
|
|
Reference to Conceptual Framework (Amendments to IFRS 3) |
|
|
|
Classification of Liabilities as Current or Non-current (Amendments to
IAS 1) |
|
|
|
IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts |
|
|
|
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
|
|
|
|
Definition of Accounting Estimates (Amendments to IAS 8) |
5 |
Property, plant and equipment |
i) |
Reconciliation of carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computers |
|
|
Buildings and renovation |
|
|
Motor vehicles held for leasing |
|
|
Office and other equipment |
|
|
Total |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2020 |
|
|
45 |
|
|
|
117 |
|
|
|
564 |
|
|
|
33 |
|
|
|
759 |
|
Additions |
|
|
6 |
|
|
|
30 |
|
|
|
23 |
|
|
|
4 |
|
|
|
63 |
|
Write-offs/disposal |
|
|
(2 |
) |
|
|
(20 |
) |
|
|
(104 |
) |
|
|
(1 |
) |
|
|
(127 |
) |
Effects of movements in exchange rates |
|
|
1 |
|
|
|
2 |
|
|
|
3 |
|
|
|
* |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
|
|
50 |
|
|
|
129 |
|
|
|
486 |
|
|
|
36 |
|
|
|
701 |
|
Additions |
|
|
16 |
|
|
|
136 |
|
|
|
41 |
|
|
|
6 |
|
|
|
199 |
|
Write-offs/disposal |
|
|
(3 |
) |
|
|
(39 |
) |
|
|
(48 |
) |
|
|
(2 |
) |
|
|
(92 |
) |
Effects of movements in exchange rates |
|
|
(1 |
) |
|
|
2 |
|
|
|
(9 |
) |
|
|
(1 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2021 |
|
|
62 |
|
|
|
228 |
|
|
|
470 |
|
|
|
39 |
|
|
|
799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes form an integral part of these consolidated financial statements.
F-50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computers |
|
|
Buildings and renovation |
|
|
Motor vehicles held for leasing |
|
|
Office and other equipment |
|
|
Total |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Accumulated depreciation and impairment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2020 |
|
|
20 |
|
|
|
46 |
|
|
|
148 |
|
|
|
11 |
|
|
|
225 |
|
Depreciation for the year |
|
|
15 |
|
|
|
39 |
|
|
|
65 |
|
|
|
7 |
|
|
|
126 |
|
Write-offs/disposal |
|
|
(1 |
) |
|
|
(15 |
) |
|
|
(39 |
) |
|
|
* |
|
|
|
(55 |
) |
Impairment loss |
|
|
|
|
|
|
* |
|
|
|
15 |
|
|
|
|
|
|
|
15 |
|
Effects of movements in exchange rates |
|
|
1 |
|
|
|
2 |
|
|
|
3 |
|
|
|
* |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
|
|
35 |
|
|
|
72 |
|
|
|
192 |
|
|
|
18 |
|
|
|
317 |
|
Depreciation for the year |
|
|
16 |
|
|
|
34 |
|
|
|
53 |
|
|
|
6 |
|
|
|
109 |
|
Write-offs/disposal |
|
|
(3 |
) |
|
|
(39 |
) |
|
|
(24 |
) |
|
|
(2 |
) |
|
|
(68 |
) |
Impairment loss |
|
|
|
|
|
|
1 |
|
|
|
6 |
|
|
|
|
|
|
|
7 |
|
Effects of movements in exchange rates |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(4 |
) |
|
|
(1 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2021 |
|
|
47 |
|
|
|
67 |
|
|
|
223 |
|
|
|
21 |
|
|
|
358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2020 |
|
|
25 |
|
|
|
71 |
|
|
|
416 |
|
|
|
22 |
|
|
|
534 |
|
At December 31, 2020 |
|
|
15 |
|
|
|
57 |
|
|
|
294 |
|
|
|
18 |
|
|
|
384 |
|
At December 31, 2021 |
|
|
15 |
|
|
|
161 |
|
|
|
247 |
|
|
|
18 |
|
|
|
441 |
|
|
* |
Amount less than $1 million |
Property, plant and equipment includes right-of-use assets of
$118 million (2020: $39 million) relating to leased properties and motor vehicles (see Note 24).
During the financial year, the
Group acquired motor vehicles with an aggregate cost of $41 million (2020: $23 million) comprising cash payments of $21 million (2020: $6 million) and secured bank loan financing of $20 million (2020: $17 million).
ii) |
Depreciation of property, plant and equipment |
Property, plant and equipment is depreciated on a straight-line basis over the estimated useful lives, after taking into account the estimated
residual value. Management reviews the estimated useful lives and residual value of the assets annually in order to determine the amount of depreciation expense to be recorded during any reporting year. The depreciation expense recorded for the year
is $109 million (2020: $126 million; 2019: $109 million).
The reviews performed in 2021 and 2020 did not result in any changes in
estimated useful life or residual value.
iii) |
Impairment of motor vehicles held for leasing |
Following a drop in rental rates and utilization rates, the Group performed an impairment review of its motor vehicles held for leasing and
recognized an impairment loss of $6 million (2020: $15 million; 2019: $32 million) which is presented in Cost of revenue.
The recoverable amount of motor vehicles was based on its value in use, determined by discounting
post-tax future cash flows to be generated from the continuing use of the motor vehicles leasing business over the reduced useful life.
The accompanying
notes form an integral part of these consolidated financial statements.
F-51
Key assumptions used in the estimate of value in use were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
|
% |
|
|
% |
|
|
% |
|
Discount rate |
|
|
6.6 to 12 |
|
|
|
6.9 to 12 |
|
|
|
6.7 to 12 |
|
Budgeted rental rate growth/(decline) |
|
|
0 to 1.8 |
|
|
|
0 to 4 |
|
|
|
(1) to 0 |
|
Utilization rates |
|
|
46 to 94 |
|
|
|
45 to 95 |
|
|
|
93 to 97 |
|
The discount rates applied were post-tax measures based on
weighted average cost of capital. The pre-tax discount rates were 12.2% to 18.8% (2020: 11.7% to 25.1%; 2019: 11.4% to 25.4%). The budgeted rental rates growth was estimated based on historic trends adjusted
for estimated future growth rates of the motor vehicles leasing business. Utilization rates were estimated based on historic trends and adjusted for estimated future utilization rates.
6 |
Intangible assets and goodwill |
i) |
Reconciliation of carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
|
Goodwill |
|
|
Non-compete agreement |
|
|
Other intangible assets |
|
|
Total |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2020 |
|
|
66 |
|
|
|
709 |
|
|
|
1,644 |
|
|
|
17 |
|
|
|
2,436 |
|
Additions |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
6 |
|
Acquisitions internally developed |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
Acquisition through business combination |
|
|
2 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
Disposals/Write-off |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
Effects of movements in exchange rates |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
|
|
84 |
|
|
|
712 |
|
|
|
1,644 |
|
|
|
17 |
|
|
|
2,457 |
|
Additions |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
3 |
|
Acquisitions internally developed |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 |
|
Disposals/Write-off/Derecognition |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Effects of movements in exchange rates |
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2021 |
|
|
89 |
|
|
|
712 |
|
|
|
1,644 |
|
|
|
18 |
|
|
|
2,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying
notes form an integral part of these consolidated financial statements.
F-52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
|
Goodwill |
|
|
Non-compete agreement |
|
|
Other intangible assets |
|
|
Total |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Accumulated amortization and impairment losses |
|
At January 1, 2020 |
|
|
27 |
|
|
|
28 |
|
|
|
1,188 |
|
|
|
13 |
|
|
|
1,256 |
|
Amortization for the year |
|
|
18 |
|
|
|
|
|
|
|
242 |
|
|
|
1 |
|
|
|
261 |
|
Disposal |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
Impairment loss |
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
28 |
|
Effects of movements in exchange rates |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
|
|
43 |
|
|
|
56 |
|
|
|
1,430 |
|
|
|
15 |
|
|
|
1,544 |
|
Amortization for the year |
|
|
21 |
|
|
|
|
|
|
|
214 |
|
|
|
1 |
|
|
|
236 |
|
Disposal/Derecognition |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Impairment loss |
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
8 |
|
Effects of movements in exchange rates |
|
|
* |
|
|
|
1 |
|
|
|
|
|
|
|
* |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2021 |
|
|
63 |
|
|
|
65 |
|
|
|
1,644 |
|
|
|
16 |
|
|
|
1,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2020 |
|
|
39 |
|
|
|
681 |
|
|
|
456 |
|
|
|
4 |
|
|
|
1,180 |
|
At December 31, 2020 |
|
|
41 |
|
|
|
656 |
|
|
|
214 |
|
|
|
2 |
|
|
|
913 |
|
At December 31, 2021 |
|
|
26 |
|
|
|
647 |
|
|
|
|
|
|
|
2 |
|
|
|
675 |
|
|
* |
Amount less than $1 million |
Included in the software is an amount of $9 million (2020: $12 million) that represents software development costs capitalized which
primarily comprise staff costs.
The amortization of intangible assets is predominantly included in Cost of revenue (see Note 20(iii)).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Amortization of intangible assets |
|
|
236 |
|
|
|
261 |
|
|
|
538 |
|
iv) |
Impairment testing for CGUs containing goodwill |
For the purposes of impairment testing, goodwill has been allocated (net of impairment loss recognized) to the Groups CGUs as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
reference |
|
|
$ |
|
|
$ |
|
Goodwill allocated |
|
|
|
|
|
|
|
|
|
|
|
|
Southeast Asia Ride Hailing CGUs |
|
|
6(iv)(a) |
|
|
|
606 |
|
|
|
606 |
|
Indonesia Payment CGU |
|
|
6(iv)(b) |
|
|
|
34 |
|
|
|
34 |
|
Multiple units without significant goodwill |
|
|
|
|
|
|
7 |
|
|
|
16 |
|
|
Impairment losses on goodwill are included in Other expenses (see Note 20(ii)).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Impairment loss on goodwill |
|
|
8 |
|
|
|
28 |
|
|
|
28 |
|
The accompanying
notes form an integral part of these consolidated financial statements.
F-53
|
a) |
Southeast Asia ride hailing cash generating units (Ride Hailing CGUs) |
For the purpose of impairment testing, goodwill of $606 million has been allocated to the Groups ride hailing business operations across
countries in Southeast Asia, each of which is considered a CGU (Ride Hailing CGU). The goodwill has been allocated in proportion to the non-compete benefits attributable to each Ride Hailing CGU.
These benefits are represented by the fair value of the non-compete agreement on initial recognition attributable to each Ride Hailing CGU, which was based on a valuation technique that reflected the present
value of differential cash flows between with and without non-compete agreement scenarios.
The estimated recoverable amount of each Ride Hailing CGU has exceeded its carrying amount and therefore no impairment loss has been recognized
(2020: Nil).
In 2021 and 2020, the recoverable amount of the Ride Hailing CGUs was based on fair value less cost of disposal. To arrive at
the fair value less cost of disposal, the Group applied a revenue based multiple of 5.35 from comparable companies to the amount of revenue plus consumer incentives of each Ride Hailing CGUs (2020: revenue based multiple of 6.24 derived from
comparable companies to the amount of revenue plus consumer incentives of each Ride Hailing CGUs). The fair value measurement is categorized as a level 3 fair value (2020: level 3 fair value) based on the inputs in the valuation technique used (see
Note 3.4). It has been identified that only changes beyond reasonably possible levels of revenue based multiple could cause the carrying amount to exceed the recoverable amount.
|
b) |
Indonesian mobile payments and rewards cash generating unit (Indonesia Payment CGU)
|
For the purpose of impairment testing, goodwill of $34 million has been allocated to the Groups Indonesia
Payment CGU.
The estimated recoverable amount of the Indonesia Payment CGU exceeded its carrying amount and therefore no impairment loss
was recognized (2020: Nil).
In 2021 and 2020 the recoverable amount of the Indonesia Payment CGU was based on fair value less cost of
disposal. To arrive at the fair value less cost of disposal, the Group applied a revenue based multiple of 8.50 derived from comparable companies to the revenue of its Indonesia Payment CGUs (2020: revenue based multiple of 10.88 derived from
comparable companies to the revenue of its Indonesia Payment CGUs ). The fair value measurement is categorized as a level 3 fair value (2020: level 3 fair value) based on the inputs in the valuation technique used (see Note 3.4). It has been
identified that only changes beyond reasonably possible levels of revenue based multiple could cause the carrying amount to exceed the recoverable amount.
The accompanying
notes form an integral part of these consolidated financial statements.
F-54
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Non-current investments |
|
|
|
|
|
|
|
|
Time deposits |
|
|
2 |
|
|
|
* |
|
Debt investments at FVTPL |
|
|
621 |
|
|
|
234 |
|
Equity investments at FVTPL |
|
|
618 |
|
|
|
143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,241 |
|
|
|
377 |
|
|
|
|
|
|
|
|
|
|
Current investments |
|
|
|
|
|
|
|
|
Time deposits |
|
|
3,176 |
|
|
|
1,282 |
|
Debt investments at FVTPL |
|
|
64 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,240 |
|
|
|
1,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,481 |
|
|
|
1,675 |
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
During 2021, the Group entered into a share swap agreement with PT Elang Mahkota Teknologi Tbk (Emtek), an entity listed on the
Indonesia Stock Exchange, in which the Group acquired a 4.6% interest in exchange for a 5.9% interest in PT Grab Teknologi Indonesia (GTI), a subsidiary of the Group. The equity interest in Emtek is measured at FVTPL. In addition, Emtek
has an option to convert its shares in GTI for a fixed number of shares in GHL before June 30, 2022. The option, which is an equity instrument, is presented in other reserves (see Note 11(ii)(d)).
These financial assets measured at amortized cost predominantly comprise deposits with banks and financial institutions with a maturity of more
than three months from the date of placement.
iii) |
Financial risk management |
The exposure of other investments to relevant financial risks (credit, currency and interest rate risk) is disclosed in Note 25.
The accompanying
notes form an integral part of these consolidated financial statements.
F-55
8 |
Trade and other receivables |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Current |
|
|
|
|
|
|
|
|
Trade receivables |
|
|
117 |
|
|
|
124 |
|
Less: Loss allowance (see Note 25) |
|
|
(22 |
) |
|
|
(40 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
95 |
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
Loans and advances |
|
|
118 |
|
|
|
40 |
|
Less: Loss allowance (see Note 25) |
|
|
(11 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
107 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
Payment cycle receivables |
|
|
71 |
|
|
|
69 |
|
Less: Loss allowance |
|
|
(18 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
53 |
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
255 |
|
|
|
172 |
|
|
|
|
|
|
|
|
|
|
Trade receivables mainly comprise amounts due from driver-partners and merchant-partners under the Deliveries and Mobility segments
respectively. They are generally due for settlement within 30 days and therefore are all classified as current.
These financial assets are term loans provided to driver-partners, merchant-partners and consumers. They are generally due for settlement
within 12 months and therefore are all classified as current.
iii) |
Payment cycle receivables |
Amounts receivable as part of a payment settlement cycle that may involve consumers, merchant-partners and driver-partners to be settled
typically within 4 days.
iv) |
Financial risk management |
The exposure of trade and other receivables to relevant financial risks (credit, currency and interest rate risk) is disclosed in Note 25.
9 |
Prepayments and other assets |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Non-current |
|
|
|
|
|
|
|
|
Deposits |
|
|
127 |
|
|
|
4 |
|
Current |
|
|
|
|
|
|
|
|
Prepayments |
|
|
81 |
|
|
|
34 |
|
Tax recoverable |
|
|
48 |
|
|
|
25 |
|
Deposits |
|
|
48 |
|
|
|
35 |
|
Others |
|
|
23 |
|
|
|
28 |
|
Less: Loss allowance |
|
|
(15 |
) |
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
185 |
|
|
|
109 |
|
|
|
|
|
|
|
|
|
|
The accompanying
notes form an integral part of these consolidated financial statements.
F-56
These amounts comprise Value-added tax (VAT) and withholding tax recoverable which are the amounts paid to the respective tax
authorities which will be recovered either against future tax liabilities of the same tax authorities or refunded.
10 |
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Short-term deposits |
|
|
594 |
|
|
|
287 |
|
Cash at banks and on hand |
|
|
4,397 |
|
|
|
1,886 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents in the statement of financial position |
|
|
4,991 |
|
|
|
2,173 |
|
Restricted cash |
|
|
(153 |
) |
|
|
(169 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents in the statement of cash flows |
|
|
4,838 |
|
|
|
2,004 |
|
|
|
|
|
|
|
|
|
|
i) |
Classification as cash equivalents |
Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition.
The amount of cash and cash equivalents balances held by subsidiaries that operate in countries where legal restrictions apply when the
balances are not available for general use by the parent or other subsidiaries.
The accompanying
notes form an integral part of these consolidated financial statements.
F-57
i) |
Share capital and share premium |
As described in Note 1, the Reverse Recapitalization has resulted in GHI becoming a wholly owned subsidiary of GHL on December 1, 2021,
effectuated by the holders of GHI ordinary shares and GHI convertible redeemable preference shares (CRPS) (collectively GHI Shares) exchanging each of their shares for 1.3032888 GHL Class A or Class B ordinary
shares (collectively GHL Ordinary Shares) as described below:
|
(a) |
Movements in GHI ordinary shares and GHI convertible redeemable preference shares (collectively GHI
Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of shares)
Grab Holdings Inc. |
|
Note |
|
|
Ordinary shares# |
|
|
CRPS# |
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
In issue on January 1 |
|
|
|
|
|
|
198,538 |
|
|
|
161,371 |
|
|
|
140,786 |
|
|
|
2,871,351 |
|
|
|
2,576,688 |
|
|
|
2,166,043 |
|
Issued for acquisition of NCI/ in business combination |
|
|
|
|
|
|
964 |
|
|
|
19,332 |
|
|
|
1,134 |
|
|
|
|
|
|
|
652 |
|
|
|
869 |
|
Issued for cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98,065 |
|
|
|
294,011 |
|
|
|
409,776 |
|
Restricted share units vested |
|
|
18 |
|
|
|
11,810 |
|
|
|
10,166 |
|
|
|
10,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of share options |
|
|
18 |
|
|
|
61,845 |
|
|
|
7,669 |
|
|
|
9,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted ordinary shares |
|
|
18 |
|
|
|
32,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange for GHL Class A and Class B ordinary shares as part of Reverse
Recapitalization |
|
|
11(i)(b), 28 |
|
|
|
(305,609 |
) |
|
|
|
|
|
|
|
|
|
|
(2,969,416 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In issue at December 31 fully paid |
|
|
|
|
|
|
|
|
|
|
198,538 |
|
|
|
161,371 |
|
|
|
|
|
|
|
2,871,351 |
|
|
|
2,576,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
the number of shares have been retrospectively restated to reflect the exchange ratio to receive 1.3032888
GHL Ordinary Shares for each GHI Share |
GHI ordinary shares
GHI ordinary shares had a par value of $0.000001 and ranked equally with regard to the GHIs residual assets. Amounts received above the
par value were recorded as share premium. Holders of these shares were entitled to receive dividends as declared from time to time and were entitled to one vote per share at general meetings of GHI.
GHI convertible redeemable preference shares (CRPS)
GHI CRPS had a par value of $0.000001 and holders, with regard to GHIs residual assets, could participate only to the extent of the issue
price of the shares. Holders of the CRPS would receive a non-cumulative
The accompanying
notes form an integral part of these consolidated financial statements.
F-58
dividend of 8% per annum on the issue price at the discretion of GHI, or whenever dividends to GHI ordinary shareholders were declared. GHI CRPS did not have the right to participate in any
additional dividends declared for ordinary shareholders and each share carried one vote at general meetings of GHI. Each CRPS could have been redeemed, at the option of the CRPS shareholders at any time after June 29, 2023 at the redemption
price equivalent to the issue price of the CRPS together with compound interest of 6% per annum thereon. Prior to an initial public offering, each GHI CRPS could have been convertible into fully paid new GHI ordinary shares. Management had
determined that the conversion option was to be classified as equity. In the event of an initial public offering, the GHI CRPS was to be mandatorily converted into fully paid new ordinary shares at the then applicable conversion ratio as was
effectuated by the Reverse Recapitalization (as reflected in the table above).
Exchange of GHI shares for GHL shares as part of
Reverse Recapitalization
On December 1, 2021 the outstanding GHI ordinary shares and GHI CRPS (collectively GHI
Shares), with the exception of those GHI Shares held by or on behalf of key management members (the Key Executive Shares), were canceled in exchange for the right to receive 1.3032888 GHL Class A ordinary shares for each GHI
Share. On December 1, 2021 the Key Executive Shares were canceled in exchange for the right to receive 1.3032888 GHL Class B ordinary shares for each GHI Share. The exchange of the GHI Shares for the Class A and Class B ordinary
shares is reflected in the section below.
|
(b) |
Movements in GHL Class A ordinary shares and Class B ordinary shares (collectively GHL
Ordinary Shares): |
|
|
|
|
|
|
|
|
|
|
|
(in thousands of shares)
Grab Holdings Limited |
|
Note |
|
Class A ordinary shares |
|
|
Class B ordinary shares |
|
Issuance of GHL shares as part of Reverse Recapitalization |
|
|
|
|
|
|
|
|
|
|
Exchange of GHI ordinary shares and CRPS |
|
11(i)(a) |
|
|
3,152,143 |
|
|
|
122,882 |
|
Merger with AGC |
|
28 |
|
|
62,491 |
|
|
|
|
|
Issued for cash to external investors |
|
28 |
|
|
404,009 |
|
|
|
|
|
Restricted share units vested |
|
|
|
|
276 |
|
|
|
|
|
Exercise of share options |
|
|
|
|
179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In issue at December 31 |
|
|
|
|
3,619,098 |
|
|
|
122,882 |
|
Restricted ordinary shares issued but not paid |
|
|
|
|
|
|
|
|
(32,452) |
|
|
|
|
|
|
|
|
|
|
|
|
In issue at December 31 fully paid |
|
|
|
|
3,619,098 |
|
|
|
90,430 |
|
|
|
|
|
|
|
|
|
|
|
|
GHL Class A ordinary shares
GHL Class A ordinary shares have a par value of $0.000001 and are ranked equally with regard to the GHLs residual assets. Amounts
received above the par value are recorded as share premium. Each holder of GHL Class A ordinary shares will be entitled to one vote per share. Class A ordinary shares are listed on NASDAQ under the trading symbol GRAB.
GHL Class B ordinary shares
GHL Class B ordinary shares have a par value of $0.000001 and are ranked equally with GHL Class A ordinary shares regard to the
GHLs residual assets. Each holder of GHL Class B ordinary shares is entitled to forty-five (45) votes per share for a vote of all GHL Ordinary Shares voting together as a single class. In addition, holders of a majority of the GHL
Class B ordinary shares will have the right to nominate, appoint
The accompanying
notes form an integral part of these consolidated financial statements.
F-59
and remove a majority of the members of GHLs board of directors. Each GHL Class B ordinary share is convertible into one GHL Class A ordinary share (as adjusted for share split,
share combination and similar transactions occurring).
ii) |
Nature and purpose of reserves |
The reserves of the Group comprise of the following balances:
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
CRPS reserve |
|
|
|
|
|
|
3,850 |
|
Share option reserve |
|
|
382 |
|
|
|
79 |
|
Foreign currency translation reserve |
|
|
(19 |
) |
|
|
22 |
|
Other reserve |
|
|
243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
606 |
|
|
|
3,951 |
|
|
|
|
|
|
|
|
|
|
|
a) |
CRPS reserve and liability component |
The CRPS reserve comprises the equity component of the convertible redeemable preference shares. The conversion of CRPS shares into GHL
ordinary shares has resulted in the reclassification of the CRPS reserve to share premium within equity.
The conversion of CRPS has also
resulted in the reclassification of the liability component to equity under share premium, which is reflected in the following table which presents the carrying amount of the liability component of CRPS at the end of each reporting year:
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Balance at January 1 |
|
|
10,767 |
|
|
|
8,256 |
|
Issuance of CRPS |
|
|
436 |
|
|
|
1,095 |
|
Interest expense |
|
|
1,570 |
|
|
|
1,416 |
|
Preference shares converted to GHL Ordinary Shares |
|
|
(12,773 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
|
|
|
|
10,767 |
|
|
|
|
|
|
|
|
|
|
The reconciliation of movement of CRPS liability to cash flows is presented in Note 14(iv).
The share option reserve comprises the cumulative value of employee services received for the issue of share options.
|
c) |
Foreign currency translation reserve |
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign
operations.
This reserve represents the conversion option issued in a share swap agreement with Emtek (see Note 7(i)).
The accompanying
notes form an integral part of these consolidated financial statements.
F-60
The Group did not declare any dividends for the years ended December 31, 2021, 2020 and 2019.
12 |
Subsidiaries and non-controlling interests
|
Details of the significant subsidiaries within the Group are as follows:
|
|
|
|
|
|
|
|
|
|
|
Name of subsidiaries |
|
Country of incorporation/ operation |
|
Ownership interests held by the Group |
|
|
|
|
|
2021 |
|
|
2020 |
|
|
|
|
|
% |
|
|
% |
|
Grab Holdings Inc. |
|
Cayman |
|
|
100 |
|
|
|
* |
|
Grab Inc. |
|
Cayman |
|
|
100 |
|
|
|
100 |
|
A2G Holdings Inc. |
|
Cayman |
|
|
100 |
|
|
|
100 |
|
|
* |
Refer to Note 1 for details. |
Non-controlling interest (NCI)
In 2021, the Group acquired an additional 55.8% interest in its subsidiary PT Bumi Cakrawala Perkasa (BCP), increasing its
ownership to 100%.
|
|
|
|
|
(in $ millions) |
|
$ |
|
Carrying amount of BCP NCI acquired |
|
|
(130 |
) |
Consideration paid/payable to BCP NCI |
|
|
460 |
|
Decrease in equity attributable to owners of the Company |
|
|
(590 |
) |
The decrease in equity attributable to owners of the Company resulted in an increase in accumulated
losses of $590 million.
There is no subsidiary that has material NCI to the Group, before intercompany eliminations, for the year ended 31
December 2021.
The Reverse Recapitalization (see Note 28) has included the issuance of 26 million warrants that entitles the holder to purchase one GHL
Class A ordinary share at an exercise price of $11.50 per whole share, are exercisable as at 31 December 2021 and will expire on 1 December 2026.
The warrants are listed on NASDAQ under the trading symbol GRABW. As at 31 December 2021, 10 million of the warrants were
registered for resale while the remaining 16 million warrants were in the process of registration for resale. Of those 16 million warrants, 12 million warrants can be exercised on a cashless basis by the holder into a variable number of shares based
on volume weighted average observable price of the GHL Class A ordinary shares at the time of exercise. All the remaining warrants, whether registered for resale or otherwise, cannot be exercised cashless, and can be redeemed at GHLs sole
discretion at a price of $0.01 or $0.10 per warrant depending on the GHL Class A ordinary shares closing price over an observable trading period at the time of redemption. Following notice of such a redemption, holders of the warrants will have the
right to exercise the warrants prior to redemption, including on a cashless basis in certain circumstances.
The terms of all warrants
include a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding GHL Class A ordinary shares, the warrant holders
The accompanying
notes form an integral part of these consolidated financial statements.
F-61
would be entitled to receive cash for their warrants. Management considers that this feature results in the warrants being classified as liabilities measured at fair value through profit or loss,
as the event is an uncertain future event that is not within the control of the Group; and therefore, the Group does not have an unconditional right to avoid delivering cash.
The warrants registered for sale have been measured at the trading price, while the remaining warrants have been measured based on the trading
price with consideration of a discount for a lack of marketability.
The carrying value of the warrants as at 31 December is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
Registered for resale |
|
|
In process of registration for resale |
|
|
Total |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Initial recognition |
|
|
36 |
|
|
|
55 |
|
|
|
91 |
|
Change in fair value |
|
|
(15 |
) |
|
|
(22 |
) |
|
|
(37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2021 |
|
|
21 |
|
|
|
33 |
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Non-current |
|
|
|
|
|
|
|
|
Bank loans |
|
|
55 |
|
|
|
91 |
|
Term loan |
|
|
1,875 |
|
|
|
|
|
Lease liabilities |
|
|
101 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,031 |
|
|
|
111 |
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
Bank loans |
|
|
83 |
|
|
|
121 |
|
Term loan |
|
|
39 |
|
|
|
|
|
Lease liabilities |
|
|
22 |
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
144 |
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
A significant portion of the bank loans are secured by the Groups motor vehicles with a carrying
amount of $247 million (2020: $294 million) (see Note 5).
During the year ended Dec 31, 2021, the Group entered into term loan
financing of $2,000 million secured against assets of the Company and certain subsidiaries. These assets include intellectual property, bank accounts, receivables, property and any proceeds from the sale or disposal of these assets. The term
loan facility matures in January 2026 and requires quarterly principal payments of 0.25% of the original principal amount per quarter, with any remaining balance payable in January 2026. The term loan credit agreement contains certain affirmative
and negative covenants applicable to Grab and certain of Grabs subsidiaries, including, among other things, restrictions on indebtedness, liens, and fundamental changes. The term loan interest coupon is based on a choice of a variable
benchmark rate subject to a floor (see Note 14(i) for the interest rate set based on contractual terms).
The Group has borrowings
denominated in Singapore Dollars (SGD), Malaysian Ringgit (MYR), Indonesian Rupiah (IDR) and Thailand Baht (THB).
The accompanying
notes form an integral part of these consolidated financial statements.
F-62
i) |
Terms and debt repayment schedule |
Terms and conditions of outstanding loans and borrowings (including lease liabilities) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency |
|
|
Nominal interest rate |
|
|
Year of maturity |
|
|
Carrying amount |
|
|
|
|
|
|
% |
|
|
|
|
|
$ |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans |
|
|
SGD |
|
|
|
1.5% to 2.16% |
|
|
|
2022-2026 |
|
|
|
77 |
|
Bank loans |
|
|
SGD |
|
|
|
COF* + 1% to 1.1% |
|
|
|
2022-2024 |
|
|
|
11 |
|
Bank loans |
|
|
MYR |
|
|
|
3.09% |
|
|
|
2022-2024 |
|
|
|
8 |
|
Bank loans |
|
|
IDR |
|
|
|
2.48% to 11.5% |
|
|
|
2022-2025 |
|
|
|
15 |
|
Bank loans |
|
|
IDR |
|
|
|
COF* + 1.75% to 2.00% |
|
|
|
2022-2025 |
|
|
|
12 |
|
Bank loans |
|
|
THB |
|
|
|
COF* + 7.0% |
|
|
|
2022 |
|
|
|
15 |
|
Term loan |
|
|
USD |
|
|
|
5.5% (based on contractual terms) |
|
|
|
2026 |
|
|
|
1,914 |
|
Lease liabilities |
|
|
Multiple |
|
|
|
1.85% to 11% |
|
|
|
2022-2037 |
|
|
|
123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans |
|
|
SGD |
|
|
|
1.82% to 2.16% |
|
|
|
2021-2026 |
|
|
|
110 |
|
Bank loans |
|
|
SGD |
|
|
|
COF* + 0.85% to 1.1% |
|
|
|
2021-2025 |
|
|
|
29 |
|
Bank loans |
|
|
MYR |
|
|
|
3.09% |
|
|
|
2021-2024 |
|
|
|
12 |
|
Bank loans |
|
|
IDR |
|
|
|
2.48% to 11.5% |
|
|
|
2021-2025 |
|
|
|
36 |
|
Bank loans |
|
|
IDR |
|
|
|
COF* + 1.75% to 2.00% |
|
|
|
2021-2025 |
|
|
|
21 |
|
Bank loans |
|
|
THB |
|
|
|
COF* + 7.0% |
|
|
|
2021 |
|
|
|
4 |
|
Lease liabilities |
|
|
Multiple |
|
|
|
1.85% to 11% |
|
|
|
2021-2030 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ii) |
Breach of loan covenant |
The Group has bank loans in Indonesia with carrying amounts as at December 31, 2021 of $20 million (2020: $39 million) which are repayable
within 4 years. These loans which are secured against motor vehicles contain financial covenants which include debt service coverage ratios and net-worth based measures which have been breached in 2021 (and
were breached in 2020).
The outstanding balances of these loans are therefore presented as current liabilities. However, the lenders have
provided written acknowledgements that the loans are in good standing and it is not their intention to call the loans on demand. The banks have not requested early repayment of these loans as of the date of approval of these consolidated financial
statements by the Board of Directors.
iii) |
Financial risk management |
Information about the exposure of loans and borrowings to relevant financial risks (interest rate, foreign currency and liquidity risk) is
disclosed in Note 25.
The accompanying
notes form an integral part of these consolidated financial statements.
F-63
iv) |
Reconciliation of movements of liabilities to cash flows arising from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Convertible redeemable preference shares (Note 11) |
|
|
Bank loans |
|
|
Term loan |
|
|
Lease liabilities |
|
|
Equity component of convertible redeemable preference shares |
|
|
Total |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Balance at January 1, 2021 |
|
|
10,767 |
|
|
|
212 |
|
|
|
|
|
|
|
39 |
|
|
|
3,850 |
|
|
|
14,868 |
|
Changes from financing cash flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of CRPS |
|
|
436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
463 |
|
Proceeds from bank loans |
|
|
|
|
|
|
60 |
|
|
|
1,920 |
|
|
|
|
|
|
|
|
|
|
|
1,980 |
|
Payment of bank loans |
|
|
|
|
|
|
(151 |
) |
|
|
(25 |
) |
|
|
|
|
|
|
|
|
|
|
(176 |
) |
Payment of lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24 |
) |
|
|
|
|
|
|
(24 |
) |
Interest paid |
|
|
|
|
|
|
(23 |
) |
|
|
(83 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
(108 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes from financing cash flows |
|
|
436 |
|
|
|
(114 |
) |
|
|
1,812 |
|
|
|
(26 |
) |
|
|
27 |
|
|
|
2,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of changes in foreign exchange rates |
|
|
|
|
|
|
(3 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other changes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability-related |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognition of lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106 |
|
|
|
|
|
|
|
106 |
|
Derecognition of lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
|
|
|
|
* |
|
Secured bank loans for asset acquisition |
|
|
|
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20 |
|
Interest expense |
|
|
1,570 |
|
|
|
23 |
|
|
|
103 |
|
|
|
5 |
|
|
|
|
|
|
|
1,701 |
|
CRPS converted to GHL ordinary shares |
|
|
(12,773 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,877 |
) |
|
|
(16,650 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liability-related other changes |
|
|
(11,203 |
) |
|
|
43 |
|
|
|
103 |
|
|
|
111 |
|
|
|
(3,877 |
) |
|
|
(14,823 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2021 |
|
|
|
|
|
|
138 |
|
|
|
1,914 |
|
|
|
123 |
|
|
|
|
|
|
|
2,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes form an integral part of these consolidated financial statements.
F-64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Convertible redeemable preference shares (Note 11) |
|
|
Bank loans |
|
|
Term loan |
|
|
Lease liabilities |
|
|
Equity component of convertible redeemable preference shares |
|
|
Total |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Balance at January 1, 2020 |
|
|
8,256 |
|
|
|
296 |
|
|
|
|
|
|
|
49 |
|
|
|
3,552 |
|
|
|
12,153 |
|
Changes from financing cash flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of CRPS |
|
|
1,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
298 |
|
|
|
1,389 |
|
Proceeds from bank loans |
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 |
|
Payment of bank loans |
|
|
|
|
|
|
(106 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(106 |
) |
Payment of lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30 |
) |
|
|
|
|
|
|
(30 |
) |
Interest paid |
|
|
|
|
|
|
(14 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes from financing cash flows |
|
|
1,091 |
|
|
|
(112 |
) |
|
|
|
|
|
|
(33 |
) |
|
|
298 |
|
|
|
1,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The effect of changes in foreign exchange rates |
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other changes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability-related |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of CRPS |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
Recognition of lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 |
|
|
|
|
|
|
|
24 |
|
Derecognition of lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
Secured bank loans for asset acquisition |
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17 |
|
Interest expense |
|
|
1,416 |
|
|
|
14 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
1,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liability-related other changes |
|
|
1,420 |
|
|
|
31 |
|
|
|
|
|
|
|
22 |
|
|
|
|
|
|
|
1,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2020 |
|
|
10,767 |
|
|
|
212 |
|
|
|
|
|
|
|
39 |
|
|
|
3,850 |
|
|
|
14,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Site restoration |
|
|
21 |
|
|
|
6 |
|
Legal |
|
|
32 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
53 |
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Non-current |
|
|
18 |
|
|
|
3 |
|
Current |
|
|
35 |
|
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
53 |
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
The accompanying
notes form an integral part of these consolidated financial statements.
F-65
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Balance at January 1 |
|
|
6 |
|
|
|
6 |
|
Provisions made during the year |
|
|
18 |
|
|
|
1 |
|
Provisions reversed during the year |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
21 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
The provisions relate to the cost of dismantling and removing assets and restoring the premises to its
original condition as stipulated in the lease agreements.
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Balance at January 1 |
|
|
32 |
|
|
|
* |
|
Provisions made during the year |
|
|
1 |
|
|
|
31 |
|
Effect of movements in exchange rates |
|
|
(1 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
32 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
* |
Amounts less than $1 million |
The balance primarily includes a provision in relation to a legal claim filed by the competition authority in Malaysia in consideration of the
Groups position of market strength in the Mobility segment. The outcome of this legal claim is not expected to give rise to any significant loss beyond the amount of provision as at December 31, 2021.
16 |
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Other payables |
|
|
12 |
|
|
|
3 |
|
Employee defined benefit |
|
|
15 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Trade payables |
|
|
167 |
|
|
|
109 |
|
Accrued operating expenses |
|
|
345 |
|
|
|
278 |
|
Electronic wallets |
|
|
242 |
|
|
|
204 |
|
Tax payables |
|
|
29 |
|
|
|
20 |
|
Deposits |
|
|
20 |
|
|
|
17 |
|
Contract liabilities |
|
|
9 |
|
|
|
13 |
|
Others |
|
|
32 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
844 |
|
|
|
661 |
|
|
|
|
|
|
|
|
|
|
i) |
Employee defined benefit |
Certain subsidiaries operate a non-contributory defined benefit pension scheme that provides retirement
benefits for certain employees.
The accompanying
notes form an integral part of these consolidated financial statements.
F-66
These amounts comprise VAT and withholding tax payables.
iii) |
Financial risk management |
Information about the exposure of trade and other payables to relevant financial risks (currency and liquidity risk) is disclosed in
Note 25.
i) |
Amounts recognized in profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Current tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
Current year |
|
|
6 |
|
|
|
7 |
|
|
|
6 |
|
Changes in estimates related to prior years |
|
|
* |
|
|
|
* |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
7 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax (credit)/expense |
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of temporary difference |
|
|
(3 |
) |
|
|
(5 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
3 |
|
|
|
2 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
ii) |
Reconciliation of effective tax rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Loss before tax |
|
|
(3,552 |
) |
|
|
(2,743 |
) |
|
|
(3,981 |
) |
Tax at the domestic rates applicable to profits in the countries where the Group operates |
|
|
(238 |
) |
|
|
(241 |
) |
|
|
(606 |
) |
Non-deductible expenses |
|
|
46 |
|
|
|
66 |
|
|
|
108 |
|
Current year losses for which no deferred tax asset is recognized |
|
|
211 |
|
|
|
196 |
|
|
|
513 |
|
Benefits from previously unrecognized tax losses |
|
|
(16 |
) |
|
|
(19 |
) |
|
|
(10 |
) |
Changes in estimates related to prior years |
|
|
* |
|
|
|
* |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
3 |
|
|
|
2 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying
notes form an integral part of these consolidated financial statements.
F-67
iii) |
Movement in deferred tax balances |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Deferred tax assets |
|
|
|
|
|
|
|
|
Deferred revenue and others |
|
|
5 |
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
Property, plant and equipment and others |
|
|
3 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liability arising from Property, plant and equipment and others |
|
|
Deferred tax asset arising from Deferred revenue and others |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Balance at January 1, 2020 |
|
|
6 |
|
|
|
|
|
Recognized in profit or loss |
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2020 |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2021 |
|
|
1 |
|
|
|
|
|
Recognized in profit or loss |
|
|
2 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2021 |
|
|
3 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
iv) |
Unrecognized deferred tax assets |
Deferred tax assets have not been recognized in respect of the following items:
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Unutilized tax losses |
|
|
6,324 |
|
|
|
4,933 |
|
Deferred tax assets are recognized in the consolidated financial statements only to the extent that it is
probable that future taxable profits will be available against which the Group can utilize the benefits. The use of these tax losses is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislations of
the respective countries in which the group companies operate.
v) |
Tax losses carried forward |
Out of the $6,324 million tax losses, $4,145 million expire as below. The remaining tax losses do not expire under the current tax legislation.
|
|
|
|
|
Expire by |
|
$ |
|
(in $ millions) |
|
|
|
2022 |
|
|
407 |
|
2023 |
|
|
922 |
|
2024 |
|
|
1,614 |
|
2025 |
|
|
600 |
|
2026 |
|
|
496 |
|
2027 |
|
|
|
|
2028 |
|
|
72 |
|
2029 |
|
|
27 |
|
2030 |
|
|
7 |
|
Deferred tax assets have not been recognized in respect of the tax losses carried forward because it is
not probable that future taxable profits will be available against which the Group entities can utilize benefits therefrom.
The accompanying
notes form an integral part of these consolidated financial statements.
F-68
18 |
Share-based payment arrangements |
i) |
Description of the share-based payment arrangements |
Prior to consummation of the Reverse Recapitalization, the GHI Group had in place equity-settled share-based payment arrangements by way of the
2015 Equity Incentive Plan (the 2015 GHI Plan) and the 2018 Equity Incentive Plan (the 2018 GHI Plan) which served as the successor to the 2015 Plan, under which GHI could:
|
1. |
grant options to purchase its ordinary shares (Share Options); or |
|
2. |
issue restricted share units/awards (RSUs); or |
|
3. |
issued restricted ordinary shares |
to selected employees, officers, directors and consultants of GHI and its subsidiaries and non-employee
directors of GHI.
The Share Options and RSUs granted generally vested 25% on each anniversary of the grant, over a four year-period. The
maximum term of Share Options granted under the 2015 GHI and 2018 GHI Plan did not exceed ten years from the date of grant. The Share Options and RSUs granted to employees do not have the rights of the ordinary shares until the Share Options and
RSUs were vested, exercised and recorded into the register of members of GHI. Additionally, during 2021, GHI granted RSU and restricted ordinary shares with performance conditions in addition to time-based service conditions. The performance
conditions have been satisfied upon the listing of the Group on NASDAQ.
During 2021, the GHL 2021 Equity Incentive Plan (the 2021
GHL Plan) was established and became effective on December 1, 2021. Following the consummation of the Reverse Recapitalization, no further awards will be granted under the 2018 GHI Plan. In addition, in connection with the Reverse
Recapitalization, all options, RSUs and restricted shares with respect to GHI ordinary Shares that were outstanding under the 2015 GHI Plan and 2018 GHI Plan at the time of consummation of the Reverse Recapitalization have been replaced by Share
Options, RSUs and restricted shares with respect to GHL Class A ordinary shares (and in the case of the Key Executives, GHL Class B ordinary shares) under the 2021 GHL Plan, based on an exchange ratio for the right to receive 1.3032888 GHL
ordinary share for each GHI ordinary share.
|
a) |
Reconciliation of outstanding Share Options |
The number and weighted-average exercise prices of Share Options under the GHI 2018 Plan and GHI 2015 Plan and as replaced by the 2021 GHL Plan
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
|
Weighted-average |
|
|
|
Number of Share |
|
|
exercise price per |
|
|
remaining contractual |
|
|
|
Options# |
|
|
GHI share# |
|
|
life |
|
GHI 2018 Plan and GHI 2015 Plan |
|
000 |
|
|
$ |
|
|
(in years) |
|
As of January 1, 2019 |
|
|
89,944 |
|
|
|
0.61 |
|
|
|
8.23 |
|
Granted |
|
|
41,220 |
|
|
|
1.87 |
|
|
|
|
|
Exercised |
|
|
(8,612 |
) |
|
|
0.55 |
|
|
|
|
|
Canceled and forfeited |
|
|
(7,340 |
) |
|
|
0.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019 |
|
|
115,212 |
|
|
|
1.06 |
|
|
|
8.21 |
|
Granted |
|
|
11,736 |
|
|
|
1.85 |
|
|
|
|
|
Exercised |
|
|
(7,308 |
) |
|
|
0.59 |
|
|
|
|
|
Canceled and forfeited |
|
|
(5,397 |
) |
|
|
0.99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020 |
|
|
114,243 |
|
|
|
1.17 |
|
|
|
7.54 |
|
Granted |
|
|
2,848 |
|
|
|
1.29 |
|
|
|
|
|
The accompanying
notes form an integral part of these consolidated financial statements.
F-69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
|
Weighted-average |
|
|
|
Number of Share |
|
|
exercise price per |
|
|
remaining contractual |
|
|
|
Options# |
|
|
GHI share# |
|
|
life |
|
GHI 2018 Plan and GHI 2015 Plan |
|
000 |
|
|
$ |
|
|
(in years) |
|
Exercised |
|
|
(62,220 |
) |
|
|
0.81 |
|
|
|
|
|
Canceled and forfeited |
|
|
(1,564 |
) |
|
|
1.04 |
|
|
|
|
|
Effect of replacement of GHI 2018 Plan and GHI 2015 Plan with 2021 GHL Plan as a part of Reverse Recapitalization |
|
|
(53,307 |
) |
|
|
1.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019 |
|
|
38,507 |
|
|
|
0.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020 |
|
|
57,634 |
|
|
|
0.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
The number and exercise price of share options have been retrospectively restated to reflect the exchange
ratio to receive 1.3032888 GHL Ordinary Shares for each GHI Share. |
The Share Options outstanding as at December 31,
2020 had an exercise price in the range of $0.28 to $6.07 (2019: $0.28 to $3.70). As at December 31, 2020, certain Share Options were exercised but have not been registered as ordinary shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
|
Weighted-average |
|
|
|
Number of Share |
|
|
exercise price per |
|
|
remaining contractual |
|
|
|
Options |
|
|
GHI share |
|
|
life |
|
2021 GHL Plan |
|
000 |
|
|
$ |
|
|
(in years) |
|
Reverse Recapitalization replacement issuance |
|
|
53,307 |
|
|
|
1.97 |
|
|
|
7.41 |
|
Exercised |
|
|
(188 |
) |
|
|
0.81 |
|
|
|
|
|
Canceled and forfeited |
|
|
(23 |
) |
|
|
1.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
53,096 |
|
|
|
1.98 |
|
|
|
7.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
18,010 |
|
|
|
1.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Share Options outstanding as at December 31, 2021 had an exercise price in the range of $0.28 to
$4.03. As at December 31, 2021, certain share options exercised had not yet been registered as ordinary shares.
The accompanying
notes form an integral part of these consolidated financial statements.
F-70
|
b) |
Reconciliation of outstanding RSUs |
The number of unvested RSUs granted under the GHI 2018 Plan and GHI 2015 Plan and as replaced by the 2021 GHL Plan were as follows:
|
|
|
|
|
|
|
Number of unvested restricted share units# |
|
GHI 2018 Plan and GHI 2015 Plan |
|
000 |
|
As of January 1, 2019 |
|
|
25,804 |
|
Granted |
|
|
30,285 |
|
Vested |
|
|
(10,293 |
) |
Canceled and forfeited |
|
|
(9,494 |
) |
|
|
|
|
|
As of December 31, 2019 |
|
|
36,302 |
|
Granted |
|
|
19,850 |
|
Vested |
|
|
(10,114 |
) |
Canceled and forfeited |
|
|
(9,492 |
) |
|
|
|
|
|
As of December 31, 2020 |
|
|
36,546 |
|
Granted |
|
|
47,895 |
|
Vested |
|
|
(11,783 |
) |
Canceled and forfeited |
|
|
(6,201 |
) |
Effect of replacement of GHI 2018 Plan and GHI 2015 Plan with 2021 GHL Plan as a part of Reverse Recapitalization |
|
|
(66,457 |
) |
|
|
|
|
|
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
# |
The number of RSUs have been retrospectively restated to reflect the exchange ratio to receive 1.3032888 GHL
Ordinary Shares for each GHI Share. |
As at December 31, 2020 and 2019, certain RSUs were vested but have not
been registered as ordinary shares. During 2021, 9,630,000 RSUs were granted to employees with both time-based service and performance conditions. The performance conditions have been satisfied upon the listing of the Group on NASDAQ.
|
|
|
|
|
|
|
Number of unvested restricted share units |
|
2021 GHL Plan |
|
000 |
|
Reverse Recapitalization replacement issuance |
|
|
66,457 |
|
Vested |
|
|
(330 |
) |
Canceled and forfeited |
|
|
(1,481 |
) |
|
|
|
|
|
As of December 31, 2021 |
|
|
64,646 |
|
|
|
|
|
|
As at December 31, 2021, certain RSUs were vested but have not been registered as ordinary shares.
|
c) |
Restricted ordinary shares |
During 2021, GHI issued 24,900,000 restricted ordinary shares to certain employees where the vesting of these ordinary shares was dependent on
the satisfaction of a combination of service and performance conditions. The performance conditions have been satisfied upon the listing of the Group on NASDAQ. The weighted average fair value of the GHI restricted ordinary shares granted was $10
based on the price per ordinary share which was the basis of the merger with the SPAC (see Note 1) as part of the Reverse Recapitalization (see Note 28). The Reverse Recapitalization has resulted in these restricted ordinary shares being converted
to 32,452,000 GHL Class B ordinary shares based on the exchange ratio of 1.3032888 GHL ordinary shares for each GHI ordinary share.
The accompanying
notes form an integral part of these consolidated financial statements.
F-71
ii) |
Share-based payment expenses |
The following table summarizes total share-based payment expense by function for the years ended December 31, 2021, December 31, 2020 and
December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Cost of revenue |
|
|
42 |
|
|
|
10 |
|
|
|
4 |
|
Sales and marketing |
|
|
11 |
|
|
|
2 |
|
|
|
1 |
|
Research and development |
|
|
89 |
|
|
|
14 |
|
|
|
12 |
|
General and administrative |
|
|
215 |
|
|
|
28 |
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
357 |
|
|
|
54 |
|
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iii) |
Measurement of fair values |
The fair value of the Share Options has been measured using the Black-Scholes option-pricing model based on the value of ordinary shares. A
summary of the measurement of the fair values and inputs at grant date is as follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Fair value at grant date (weighted
average)# |
|
$ |
8.95 |
|
|
$ |
2.46 |
|
|
$ |
1.13 |
|
Share price at grant date (weighted
average)# |
|
$ |
9.97 |
|
|
$ |
3.59 |
|
|
$ |
2.08 |
|
Exercise price at grant date (weighted
average)# |
|
$ |
1.29 |
|
|
$ |
1.85 |
|
|
$ |
1.87 |
|
Expected volatility (weighted average) |
|
|
61.57 |
% |
|
|
56.46 |
% |
|
|
52.70 |
% |
Expected terms (years) (weighted average) |
|
|
6.2 |
|
|
|
6.0 |
|
|
|
6.2 |
|
Expected dividend (weighted average) |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Risk-free interest rate (weighted average) |
|
|
1.24 |
% |
|
|
0.40 |
% |
|
|
1.80 |
% |
|
# |
The fair value and exercise price of share options and the fair value of the share price at grant date have
been retrospectively restated to reflect the exchange ratio to receive 1.3032888 GHL Ordinary Shares for each GHI Share. |
Expected volatility has been based on the weighted-average historical share price volatility of comparable publicly traded companies. The
expected term has been estimated based on the simplified method. The risk-free interest rate has been based on the US government bond yield curve in effect at the time of grant. No GHL Share Options were granted after the date of consummation of
Reverse Recapitalization.
For 2021, a majority of the RSUs granted were measured at $10 which is the price per ordinary share that was the basis of the merger with the
SPAC (see Note 1) as part of the Reverse Recapitalization (see Note 28). The weighted average fair value of RSUs granted during 2021 was $9.88. No GHL RSUs were granted after the date of consummation of Reverse Recapitalization.
The accompanying
notes form an integral part of these consolidated financial statements.
F-72
For 2020 and 2019, the fair value of the RSUs has been measured using a hybrid method
incorporating both the Probability-Weighted Expected Return Model (PWERM) and the Option Pricing Model (OPM). A summary of the measurement of the fair values and inputs at grant date were as follow:
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
2019 |
|
Fair value at grant date (weighted
average)# |
|
$ |
1.96 |
|
|
$ |
2.04 |
|
Expected volatility |
|
|
49.6% to 66.3 |
% |
|
|
46.6% to 49.6 |
% |
Risk-free interest rate |
|
|
0.13% to 1.6 |
% |
|
|
1.6% to 2.49 |
% |
Expected dividend (weighted average) |
|
|
0 |
% |
|
|
0 |
% |
Discount for lack of marketability |
|
|
20 |
% |
|
|
20% to 27.5 |
% |
|
# |
The fair value at grant date has been retrospectively restated to reflect the exchange ratio to receive
1.3032888 GHL Ordinary Shares for each GHI Share. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Deliveries |
|
|
148 |
|
|
|
5 |
|
|
|
(638 |
) |
Mobility |
|
|
456 |
|
|
|
438 |
|
|
|
9 |
|
Financial services |
|
|
27 |
|
|
|
(10 |
) |
|
|
(229 |
) |
Enterprise and new initiatives |
|
|
44 |
|
|
|
36 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
675 |
|
|
|
469 |
|
|
|
(845 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobility revenue includes rental income from motor vehicles of $103 million (2020: $95 million; 2019:
$140 million), refer to Note 24.
ii) |
Geographic information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Singapore |
|
|
283 |
|
|
|
246 |
|
|
|
(30 |
) |
Malaysia |
|
|
108 |
|
|
|
91 |
|
|
|
92 |
|
Philippines |
|
|
81 |
|
|
|
51 |
|
|
|
39 |
|
Thailand |
|
|
76 |
|
|
|
57 |
|
|
|
(19 |
) |
Rest of Southeast Asia |
|
|
127 |
|
|
|
24 |
|
|
|
(927 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
675 |
|
|
|
469 |
|
|
|
(845 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Considering our service offerings to a wide range of customers across multiple geographic locations, no significant portion of our revenue
recognized can be attributed to a particular customer or group of customers.
The accompanying
notes form an integral part of these consolidated financial statements.
F-73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Government grant income |
|
|
8 |
|
|
|
18 |
|
|
|
|
|
Others |
|
|
4 |
|
|
|
15 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
33 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government grant income was provided by the Singapore Government under the Job Support Scheme.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Impairment of goodwill (Note 6) |
|
|
8 |
|
|
|
28 |
|
|
|
28 |
|
Others |
|
|
3 |
|
|
|
12 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
40 |
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue, sales and marketing expenses, general and administrative expenses and research and development expenses include expenses
of the following nature:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Staff costs |
|
|
1,019 |
|
|
|
639 |
|
|
|
600 |
|
Operation costs |
|
|
462 |
|
|
|
425 |
|
|
|
545 |
|
Depreciation and amortization |
|
|
345 |
|
|
|
387 |
|
|
|
647 |
|
Marketing expenses |
|
|
177 |
|
|
|
65 |
|
|
|
111 |
|
Professional fees |
|
|
82 |
|
|
|
56 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Interest income under the effective interest method on: |
|
|
|
|
|
|
|
|
|
|
|
|
- Time deposits |
|
|
11 |
|
|
|
28 |
|
|
|
43 |
|
- Cash and cash equivalents |
|
|
15 |
|
|
|
14 |
|
|
|
33 |
|
Net change in fair value of financial assets and liabilities |
|
|
37 |
|
|
|
|
|
|
|
|
|
Net foreign exchange gain |
|
|
2 |
|
|
|
11 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income |
|
|
65 |
|
|
|
53 |
|
|
|
85 |
|
Financial liabilities measured at amortized cost interest expense |
|
|
(1,701 |
) |
|
|
(1,433 |
) |
|
|
(1,053 |
) |
Impairment loss and change in fair value on investment in associates |
|
|
|
|
|
|
(15 |
) |
|
|
|
|
Net change in fair value of financial assets and liabilities |
|
|
|
|
|
|
(42 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
|
|
(1,701 |
) |
|
|
(1,490 |
) |
|
|
(1,056 |
) |
Share listing and associated expenses (Note 28) |
|
|
(353 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance costs recognized in profit or loss |
|
|
(1,989 |
) |
|
|
(1,437 |
) |
|
|
(971 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes form an integral part of these consolidated financial statements.
F-74
Loss per share for the years ended December 31, 2020 and 2019 have been retrospectively restated reflecting the exchange ratio to receive
1.3032888 GHL ordinary shares for each GHI share as part of the Reverse Recapitalization. The following table sets forth the computation of basic and diluted loss per share attributable to ordinary shareholders for the years ended December 31,
2021, 2020 and 2019 (in $ millions, except share amounts which are reflected in thousands, and per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 (Restated) |
|
|
2019 (Restated) |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
Loss for the year |
|
|
(3,555 |
) |
|
|
(2,745 |
) |
|
|
(3,988 |
) |
Add: Loss attributable to non-controlling
interests |
|
|
(106 |
) |
|
|
(137 |
) |
|
|
(241 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year attributable to ordinary shareholders |
|
|
(3,449 |
) |
|
|
(2,608 |
) |
|
|
(3,747 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average ordinary shares outstanding |
|
|
539,947 |
|
|
|
181,190 |
|
|
|
154,126 |
|
Basic loss per share attributable to ordinary shareholders |
|
|
(6.39 |
) |
|
|
(14.39 |
) |
|
|
(24.31 |
) |
Diluted loss per share attributable to ordinary shareholders |
|
|
(6.39 |
) |
|
|
(14.39 |
) |
|
|
(24.31 |
) |
As the Group incurred net losses for the years ended December 31, 2021, 2020 and 2019, basic loss
per share was the same as diluted loss per share.
The following potentially dilutive outstanding securities were excluded from the
computation of diluted loss per ordinary share because their effects would have been antidilutive for the years ended December 31, 2021, 2020 and 2019 (in thousands) or issuance of such shares is contingent upon the satisfaction of certain
conditions which were not satisfied by the end of the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 (Restated) |
|
|
2019 (Restated) |
|
Convertible redeemable preference shares |
|
|
|
|
|
|
2,871,351 |
|
|
|
2,576,688 |
|
Warrants (Note 13) |
|
|
26,000 |
|
|
|
|
|
|
|
|
|
Restricted ordinary shares (Note 18) |
|
|
32,452 |
|
|
|
|
|
|
|
|
|
Share options (Note 18) |
|
|
53,096 |
|
|
|
114,244 |
|
|
|
115,212 |
|
RSUs (Note 18) |
|
|
64,752 |
|
|
|
36,546 |
|
|
|
36,301 |
|
Options to swap the shares in GHL subsidiaries for GHL Class A Ordinary Shares |
|
|
47,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
224,055 |
|
|
|
3,022,141 |
|
|
|
2,728,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
i) |
Transactions with key management personnel compensation |
Compensation to Directors and executive officers of the Group comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Short-term employee benefits |
|
|
4 |
|
|
|
2 |
|
|
|
2 |
|
Post-employment benefits |
|
|
* |
|
|
|
* |
|
|
|
* |
|
Share-based payment |
|
|
172 |
|
|
|
24 |
|
|
|
6 |
|
|
* |
Amount less than $1 million |
The aggregate value of transactions and outstanding balances related to key management personnel and entities over which they have control or
joint control is insignificant.
The accompanying
notes form an integral part of these consolidated financial statements.
F-75
ii) |
Other related party transactions |
The Group has entered into shareholders agreements with NCI that include capital contribution commitments. This primarily includes a commitment
to contribute approximately $937 million to a subsidiary within the Groups financial service segment offering digital banking services.
The Group did not enter into other significant related party transactions.
The Group leases office premises and motor vehicles. These leases, which have fixed rental payments, typically run for a period of one to
eleven years with an option to renew the lease after that term.
The Group leases office equipment with contract terms of one to five
years. These leases are short-term and/or leases of low-value items. The Group has elected not to recognize right-of-use assets and lease liabilities for these leases.
Right-of-use assets related to leased properties that do not meet the definition of investment property and are
presented as property, plant and equipment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property |
|
|
Motor vehicles |
|
|
Total |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Balance at January 1, 2020 |
|
|
48 |
|
|
|
1 |
|
|
|
49 |
|
Depreciation |
|
|
(29 |
) |
|
|
(1 |
) |
|
|
(30 |
) |
Additions |
|
|
24 |
|
|
|
* |
|
|
|
24 |
|
Derecognition |
|
|
(5 |
) |
|
|
* |
|
|
|
(5 |
) |
Effects of movement in exchange rates |
|
|
1 |
|
|
|
* |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2020 |
|
|
39 |
|
|
|
* |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amounts less than $1 million |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property |
|
|
Motor vehicles |
|
|
Total |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Balance at January 1, 2021 |
|
|
39 |
|
|
|
* |
|
|
|
39 |
|
Depreciation |
|
|
(27 |
) |
|
|
* |
|
|
|
(27 |
) |
Additions |
|
|
100 |
|
|
|
6 |
|
|
|
106 |
|
Derecognition |
|
|
* |
|
|
|
* |
|
|
|
* |
|
Effects of movement in exchange rates |
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2021 |
|
|
112 |
|
|
|
6 |
|
|
|
118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amounts less than $1 million |
The accompanying
notes form an integral part of these consolidated financial statements.
F-76
|
b) |
Amounts recognized in profit or loss |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Interest on lease liabilities |
|
|
5 |
|
|
|
3 |
|
Income from sub-leasing right-of-use assets presented in Revenue |
|
|
(1 |
) |
|
|
(2 |
) |
Expenses relating to short-term leases |
|
|
1 |
|
|
|
1 |
|
Expenses relating to leases of low-value assets,
excluding short-term leases of low-value assets |
|
|
* |
|
|
|
* |
|
Expenses relating to variable lease payments not included in the measurement of lease
liabilities |
|
|
1 |
|
|
|
1 |
|
|
* |
Amount less than $1 million |
|
c) |
Amounts recognized in statement of cash flows |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Total cash outflow for leases |
|
|
24 |
|
|
|
30 |
|
The Group leases out its motor vehicles consisting of its owned vehicles as well as leased vehicles. All leases are classified as operating
leases because they do not transfer substantially all of the risks and rewards incidental to the ownership of the assets.
Rental income
recognized by the Group during 2021 was $103 million (2020: $95 million). The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date.
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Not later than one year |
|
|
42 |
|
|
|
52 |
|
Later than one year and not later than five years |
|
|
3 |
|
|
|
33 |
|
(Also refer to Notes 14 and 25)
i) |
Financial risk management |
The Group has exposure to the following risks from its use of financial instruments:
This note presents information about the Groups exposure to each of the above risks, the Groups objectives, policies and processes
for measuring and managing risk, and the Groups management of capital.
|
a) |
Risk management framework |
The Board of Directors has overall responsibility for the establishment and oversight of the Groups risk management framework. Group
management establishes policies and procedures around risk
The accompanying
notes form an integral part of these consolidated financial statements.
F-77
identification, measurement and management; and setting and monitoring risk limits and controls, in accordance with the objectives and underlying principles in the risk management framework
approved by the Board of Directors. Risk management policies and procedures are reviewed regularly to reflect changes in market conditions and the Groups activities.
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Groups trade receivables, loans and advances, payment cycle receivables, deposits and cash and cash equivalents. The Group does not have significant credit exposure to a single counterparty.
Impairment losses on financial assets recognized in profit or loss were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Trade receivables |
|
|
8 |
|
|
|
33 |
|
|
|
35 |
|
Loans and advances at amortized cost |
|
|
11 |
|
|
|
10 |
|
|
|
15 |
|
Payment cycle receivables |
|
|
5 |
|
|
|
3 |
|
|
|
12 |
|
Other receivables |
|
|
3 |
|
|
|
11 |
|
|
|
(5 |
) |
Time deposits |
|
|
(8 |
) |
|
|
8 |
|
|
|
* |
|
Cash and cash equivalents |
|
|
|
|
|
|
(2 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
63 |
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
Trade receivables
Credit risk mainly relates to current trade receivables from driver-partners and merchant-partners under the Deliveries, Mobility and
Enterprise and new initiatives segments. There is no significant concentration of customer credit risk. In monitoring customer credit risk, customers are grouped according to their credit characteristics which includes geographic location and
operating segment. In response to the Covid-19 pandemic, the Group has been performing more frequent reviews of receivable collection and the number of days past due in order to more closely monitor credit
behavior and when necessary to respond with swift commercial action.
The Group does not have collateral in respect of outstanding trade
receivables. The Group does not have trade receivables for which no loss allowance is recognized because of collateral.
The exposure to
credit risk for trade receivables at the reporting date by geographic region was as follows:
|
|
|
|
|
|
|
|
|
|
|
Net carrying amount |
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Indonesia |
|
|
36 |
|
|
|
39 |
|
Singapore |
|
|
25 |
|
|
|
20 |
|
Philippines |
|
|
5 |
|
|
|
7 |
|
Malaysia |
|
|
13 |
|
|
|
6 |
|
Vietnam |
|
|
7 |
|
|
|
7 |
|
Other countries |
|
|
9 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
95 |
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
The accompanying
notes form an integral part of these consolidated financial statements.
F-78
Expected credit loss measurement
The Group uses an allowance matrix to measure ECLs of trade receivables which comprise a large number of small balances.
Loss rates are calculated using a roll rate method based on the probability of a receivable progressing through successive stages
of delinquency to write-off. Roll rates are calculated separately for exposures in different segments based on the common credit risk characteristics of geographic region and type of services purchased. Loss
rates are based on actual payment and credit loss experience over the preceding 12 to 18 months. These rates are multiplied by scalar factors to reflect differences between economic conditions during the period over which the historical data has
been collected, current conditions and the Groups view of economic conditions over the expected lives of the receivables, which include a reflection of the actual and expected impact of the COVID-19
pandemic in each geographic region.
The following table provides information about the exposure to credit risk and ECLs for trade
receivables as at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average loss rate |
|
|
Gross carrying amount |
|
|
Loss allowance |
|
|
Credit impaired |
|
(in $ millions) |
|
% |
|
|
$ |
|
|
$ |
|
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current (not past due) |
|
|
2.94 |
|
|
|
70 |
|
|
|
(2 |
) |
|
|
No |
|
1 30 days past due |
|
|
10.08 |
|
|
|
17 |
|
|
|
(2 |
) |
|
|
No |
|
31 60 days past due |
|
|
20.46 |
|
|
|
10 |
|
|
|
(2 |
) |
|
|
No |
|
61 90 days past due |
|
|
50.14 |
|
|
|
5 |
|
|
|
(2 |
) |
|
|
No |
|
91 120 days past due |
|
|
55.76 |
|
|
|
4 |
|
|
|
(3 |
) |
|
|
No |
|
More than 121 days |
|
|
98.54 |
|
|
|
11 |
|
|
|
(11 |
) |
|
|
Yes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117 |
|
|
|
(22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average loss rate |
|
|
Gross carrying amount |
|
|
Loss allowance |
|
|
Credit impaired |
|
(in $ millions) |
|
% |
|
|
$ |
|
|
$ |
|
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current (not past due) |
|
|
7.48 |
|
|
|
68 |
|
|
|
(5 |
) |
|
|
No |
|
1 30 days past due |
|
|
16.65 |
|
|
|
17 |
|
|
|
(3 |
) |
|
|
No |
|
31 60 days past due |
|
|
45.85 |
|
|
|
4 |
|
|
|
(2 |
) |
|
|
No |
|
61 90 days past due |
|
|
49.32 |
|
|
|
4 |
|
|
|
(2 |
) |
|
|
No |
|
91 120 days past due |
|
|
76.74 |
|
|
|
3 |
|
|
|
(2 |
) |
|
|
No |
|
More than 121 days |
|
|
94.57 |
|
|
|
28 |
|
|
|
(26 |
) |
|
|
Yes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
124 |
|
|
|
(40 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes form an integral part of these consolidated financial statements.
F-79
Movements in allowance for impairment in respect of trade receivables
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
At January 1 |
|
|
40 |
|
|
|
26 |
|
Impairment loss recognized |
|
|
8 |
|
|
|
33 |
|
Amounts written off |
|
|
(24 |
) |
|
|
(20 |
) |
Exchange translation differences |
|
|
(2 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
22 |
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
Loans and advances
Credit risk mainly pertains to term loans provided to merchant-partners, driver-partners and consumers. The Group closely monitors credit
quality for the loans and advances to manage and evaluate the Groups related exposure to credit risk. Credit risk management begins with initial underwriting and continues through to full repayment of a loan or advance. To assess a borrower
who requests a loan or advance, the Group, among other indicators, internally developed risk models using detailed information from internal historical experience including the borrowers prior repayment history with the Group as well as other
measures. The Group uses delinquency status and trends to assist in making new and ongoing credit decisions, adjust models, plan collection practices and strategies.
Exposure to credit risk
The exposure to credit risk for loans and advances at the reporting date by geographic region was as follows:
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Malaysia |
|
|
14 |
|
|
|
2 |
|
Singapore |
|
|
40 |
|
|
|
9 |
|
Thailand |
|
|
33 |
|
|
|
11 |
|
Philippines |
|
|
13 |
|
|
|
7 |
|
Indonesia |
|
|
2 |
|
|
|
* |
|
Vietnam |
|
|
5 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
107 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
There is no concentration of credit risk for loans and advances.
Loss rates are calculated using a roll rate method based on the probability of a receivable progressing through successive stages
of delinquency to write-off. Roll rates are calculated separately for exposures in different segments based on the following common credit risk characteristics geographic region, nature of counterparty
and age of relationship.
The accompanying
notes form an integral part of these consolidated financial statements.
F-80
The following table provides information about the exposure to credit risk and ECLs for
loans and advances to customers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average loss rate |
|
|
Gross carrying amount |
|
|
Loss allowance |
|
|
Credit- impaired |
|
(in $ millions) |
|
% |
|
|
$ |
|
|
$ |
|
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current (not past due) |
|
|
5.37 |
|
|
|
97 |
|
|
|
(5 |
) |
|
|
No |
|
1 30 days past due |
|
|
12.84 |
|
|
|
16 |
|
|
|
(2 |
) |
|
|
No |
|
31 60 days past due |
|
|
46.53 |
|
|
|
2 |
|
|
|
(1 |
) |
|
|
No |
|
61 90 days past due |
|
|
56.23 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
No |
|
91 120 days past due |
|
|
87.43 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
Yes |
|
More than 121 days |
|
|
91.12 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
Yes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
118 |
|
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average loss rate |
|
|
Gross carrying amount |
|
|
Loss allowance |
|
|
Credit- impaired |
|
(in $ millions) |
|
% |
|
|
$ |
|
|
$ |
|
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current (not past due) |
|
|
7.19 |
|
|
|
29 |
|
|
|
(2 |
) |
|
|
No |
|
1 30 days past due |
|
|
42.85 |
|
|
|
5 |
|
|
|
(2 |
) |
|
|
No |
|
31 60 days past due |
|
|
79.55 |
|
|
|
3 |
|
|
|
(2 |
) |
|
|
No |
|
61 90 days past due |
|
|
80.80 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
No |
|
91 120 days past due |
|
|
100.00 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
Yes |
|
More than 121 days |
|
|
100.00 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
Yes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40 |
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements in allowance for impairment in respect of loans and advances
The movement in the allowance for impairment in respect of loans and advances during the year was as follows:
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
At January 1 |
|
|
9 |
|
|
|
13 |
|
Impairment loss recognized |
|
|
11 |
|
|
|
10 |
|
Amounts written off |
|
|
(9 |
) |
|
|
(14 |
) |
Exchange translation differences |
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
11 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
Deposits with banks and financial institutions and cash and cash equivalents
At December 31, 2021, the Group held deposits with banks and financial institutions and cash and cash equivalents of $3,178 million (2020:
$1,282 million) and $4,991 million (2020: $2,173 million) respectively. These amounts are held with reputable bank and financial institution counterparties.
Impairment on deposits with a maturity of 12 months or less from reporting date and cash and cash equivalents has been measured on the 12-month expected loss basis and reflects the short maturities of the exposures. Impairment on deposits with a maturity of more than 12 months from reporting date has been
The accompanying
notes form an integral part of these consolidated financial statements.
F-81
measured on an expected loss basis that reflects the longer maturities of the exposures. The Group considers that these amounts have low credit risk based on the external credit ratings of the
counterparties and therefore have insignificant provision for expected credit losses.
Risk management policy
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Groups objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under
both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Groups reputation.
Management
monitors rolling forecasts of the Groups cash and cash equivalents on the basis of expected cash flows. This is generally carried out by operating companies of the Group in accordance with practice and limits set by the Group. These limits
vary by location to take into account the liquidity of the market in which the entity operates. In addition, the Groups liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets
necessary to meet these.
The Group monitors its liquidity risk and maintains a level of cash and bank balances deemed adequate by
management to finance the Groups operations and to mitigate the effects of fluctuation in cash flows.
As part of their overall
liquidity management, the Group maintains sufficient levels of funds to meet its working capital requirements. While the Groups operations were previously financed mainly through the issuance of convertible redeemable preference shares (see
Note 11), after the effectuation of the Reverse Recapitalization (see Notes 11 and 28), longer term funding requirements are now primarily financed through term loan arrangements (see Note 14).
The following are the contractual maturities of financial liabilities considered in the context of the Groups liquidity risk management
strategy. The amounts are gross and undiscounted and include contractual interest payments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual cash flows |
|
|
|
Carrying amount |
|
|
Total |
|
|
Less than 1 year |
|
|
1 to 5 years |
|
|
More than 5 years |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans |
|
|
138 |
|
|
|
(150 |
) |
|
|
(74 |
) |
|
|
(76 |
) |
|
|
|
|
Term loan |
|
|
1,914 |
|
|
|
(2,422 |
) |
|
|
(131 |
) |
|
|
(2,291 |
) |
|
|
|
|
Trade and other payables |
|
|
780 |
|
|
|
(780 |
) |
|
|
(770 |
) |
|
|
(10 |
) |
|
|
|
|
Lease liabilities |
|
|
123 |
|
|
|
(197 |
) |
|
|
(23 |
) |
|
|
(58 |
) |
|
|
(116 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,955 |
|
|
|
(3,549 |
) |
|
|
(998 |
) |
|
|
(2,435 |
) |
|
|
(116 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans |
|
|
212 |
|
|
|
(233 |
) |
|
|
(136 |
) |
|
|
(97 |
) |
|
|
|
|
Trade and other payables |
|
|
586 |
|
|
|
(586 |
) |
|
|
(585 |
) |
|
|
(1 |
) |
|
|
|
|
Lease liabilities |
|
|
39 |
|
|
|
(40 |
) |
|
|
(19 |
) |
|
|
(21 |
) |
|
|
* |
|
Convertible redeemable preference shares |
|
|
10,767 |
|
|
|
(15,535 |
) |
|
|
|
|
|
|
(15,535 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,604 |
|
|
|
(16,394 |
) |
|
|
(740 |
) |
|
|
(15,654 |
) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
The accompanying
notes form an integral part of these consolidated financial statements.
F-82
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the
Groups income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Currency risk
The
Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables, cash and cash equivalents and borrowings that are denominated in a currency other than the
respective functional currencies of Group entities. The functional currencies of Group entities are primarily the currency of the country in which the entity operates. The currencies in which these transactions primarily are denominated are also in
the currency in which the entity operates. The currencies in which these transactions are primarily denominated are the Singapore Dollar (SGD) and Indonesian Rupiah (IDR).
Interest on external borrowings is denominated in the currency of the borrowing. With the exception of the term loan financing obtained at a
Group level (see Note 14), Group entities external borrowings are generally denominated in currencies that match the cash flows generated by the underlying operations of the Group, which is also the currency of the country in which the entity
operates.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Groups policy is to ensure that
its net exposure is kept at a reasonable level by buying or selling foreign currencies at spot rates when necessary to address short term imbalances.
Based on the above approach to currency risk management, the Groups net exposure to currencies that are denominated in a currency other
than the respective functional currencies of Group entities is insignificant.
Interest rate risks
Exposure to interest rate risk
The Groups main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to cash flow interest
rate risk. During 2021 and 2020 the Groups borrowings at variable rate were mainly denominated in United States Dollars, Singapore Dollars, Indonesian Rupiah and Thai Baht. The borrowings are periodically contractually repriced and to that
extent are also exposed to the risk of future changes in market interest rates. The Group monitors reform of benchmark interest rates by reviewing the total amounts of contracts that have yet to transition to an alternative benchmark rate. As at 31
December 2021, the term loan financing, which is a significant portion of the Groups variable rate instruments, has not yet transitioned to an alternative benchmark rate although it does contractually contain fallback provisions to address
such transition in the future.
The accompanying
notes form an integral part of these consolidated financial statements.
F-83
The interest rate profile of the Groups interest-bearing financial instruments as
reported to the management of the Group is as follows:
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
2021 |
|
|
2020 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
Fixed-rate instruments |
|
|
|
|
|
|
|
|
Other investments |
|
|
3,178 |
|
|
|
1,282 |
|
Cash and cash equivalents |
|
|
4,991 |
|
|
|
2,173 |
|
CRPS (liability component) |
|
|
|
|
|
|
(10,767 |
) |
Bank loans |
|
|
(100 |
) |
|
|
(162 |
) |
Variable-rate instruments |
|
|
|
|
|
|
|
|
Bank loans |
|
|
(38 |
) |
|
|
(50 |
) |
Term loan |
|
|
(1,914 |
) |
|
|
|
|
Fair value sensitivity analysis for fixed-rate instruments
Most fixed-rate financial assets and financial liabilities of the Group are not accounted for at FVTPL. Therefore, a change in interest rates
at the reporting dates would not materially affect profit or loss.
Cash flow sensitivity analysis for variable rate instruments
For the bank loans, a change of 100 basis points in interest rates at the reporting date would have had an insignificant impact on profit
or loss and equity. For the term loan, a 100 basis point increase in LIBOR (the applied benchmark rate), over and above the set 1.00% floor, would increase interest expense by approximately $20 million.
The Groups objectives in managing capital are to ensure that the Group will be able to continue as a going concern and to maintain an
optimal capital structure so as to enable it to execute business plans and to maximize shareholder value. The Group defines capital as including all components of equity and external borrowings.
The capital management strategy translates into the need to ensure that at all times the Group has the liquidity and cash to meet its
obligations as they fall due while maintaining a careful balance between equity and debt to finance its assets, day-to-day operations and future growth. Having access to
flexible and cost-effective financing allows the Group to respond quickly to opportunities.
The Groups capital structure is reviewed
on an ongoing basis with adjustments made in light of changes in economic conditions, regulatory requirements and business strategies affecting the Group. The Group balances its overall capital structure by considering the costs of capital and the
risks associated with each class of capital. In order to maintain or achieve an optimal capital structure, the Group may issue new shares from time to time, retire or obtain new borrowings or adjust the asset portfolio.
The accompanying
notes form an integral part of these consolidated financial statements.
F-84
iii) |
Accounting classification and fair values |
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the
fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
Fair value |
|
|
|
Note |
|
|
Fair value |
|
|
Amortized cost |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
(in $ millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt investments |
|
|
|
|
|
|
685 |
|
|
|
|
|
|
|
685 |
|
|
|
594 |
|
|
|
91 |
|
|
|
|
|
|
|
685 |
|
Equity investments |
|
|
7 |
|
|
|
618 |
|
|
|
|
|
|
|
618 |
|
|
|
457 |
|
|
|
|
|
|
|
161 |
|
|
|
618 |
|
Time deposits |
|
|
7 |
|
|
|
|
|
|
|
3,178 |
|
|
|
3,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
8 |
|
|
|
|
|
|
|
255 |
|
|
|
255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
9 |
|
|
|
|
|
|
|
172 |
|
|
|
172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
10 |
|
|
|
|
|
|
|
4,991 |
|
|
|
4,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
1,303 |
|
|
|
8,596 |
|
|
|
9,899 |
|
|
|
1,051 |
|
|
|
91 |
|
|
|
161 |
|
|
|
1,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan |
|
|
|
|
|
|
|
|
|
|
(1,914 |
) |
|
|
(1,914 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities |
|
|
13 |
|
|
|
(54 |
) |
|
|
|
|
|
|
(54 |
) |
|
|
(21 |
) |
|
|
|
|
|
|
(33 |
) |
|
|
(54 |
) |
Bank loans |
|
|
14 |
|
|
|
|
|
|
|
(138 |
) |
|
|
(138 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
16 |
|
|
|
(9 |
) |
|
|
(771 |
) |
|
|
(780 |
) |
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
(63 |
) |
|
|
(2,823 |
) |
|
|
(2,886 |
) |
|
|
(21 |
) |
|
|
|
|
|
|
(42 |
) |
|
|
(63 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
Fair value |
|
|
|
Note |
|
|
Fair value |
|
|
Amortized cost |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
(in $ millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt investments |
|
|
|
|
|
|
250 |
|
|
|
|
|
|
|
250 |
|
|
|
228 |
|
|
|
22 |
|
|
|
|
|
|
|
250 |
|
Equity investments |
|
|
7 |
|
|
|
143 |
|
|
|
|
|
|
|
143 |
|
|
|
|
|
|
|
|
|
|
|
143 |
|
|
|
143 |
|
Time deposits |
|
|
7 |
|
|
|
|
|
|
|
1,282 |
|
|
|
1,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
8 |
|
|
|
|
|
|
|
172 |
|
|
|
172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
9 |
|
|
|
|
|
|
|
42 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
10 |
|
|
|
|
|
|
|
2,173 |
|
|
|
2,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
393 |
|
|
|
3,669 |
|
|
|
4,062 |
|
|
|
228 |
|
|
|
22 |
|
|
|
143 |
|
|
|
393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible redeemable preference shares liability component |
|
|
|
|
|
|
|
|
|
|
(10,767 |
) |
|
|
(10,767 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans |
|
|
14 |
|
|
|
|
|
|
|
(212 |
) |
|
|
(212 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
16 |
|
|
|
|
|
|
|
(586 |
) |
|
|
(586 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
(11,565 |
) |
|
|
(11,565 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes form an integral part of these consolidated financial statements.
F-85
iv) |
Measurement of fair values |
|
a) |
Valuation techniques and significant unobservable inputs |
The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values for financial instruments in the
statement of financial position, as well as the significant unobservable inputs used.
The movement in fair value arising from
reasonably possible changes to the significant unobservable inputs was assessed as not significant.
|
|
|
|
|
|
|
|
|
Valuation technique |
|
Significant unobservable inputs |
|
Inter-relationship between significant unobservable
inputs |
Assets |
|
|
|
|
|
|
Debt investments |
|
Quoted broker prices |
|
Not applicable |
|
Not applicable |
|
|
|
|
Equity investment |
|
Market comparison technique |
|
Adjusted market multiple |
|
The estimated fair value
would increase (decrease) if the
adjusted market multiple were higher (lower). |
|
|
|
|
Warrants |
|
Quoted market prices |
|
Discount for lack of marketability |
|
The estimated fair value would decrease (increase) if the discount for a lack of marketability were higher (lower). |
The following table shows a reconciliation from the opening balances to the ending balances for Level 3 fair values:
|
|
|
|
|
|
|
$ |
|
(in $ millions) |
|
|
|
At January 1, 2020 |
|
|
132 |
|
Net change in fair value (unrealized) |
|
|
(42 |
) |
Net purchases/ (issuances) |
|
|
53 |
|
|
|
|
|
|
At December 31, 2020 |
|
|
143 |
|
|
|
|
|
|
At January 1, 2021 |
|
|
143 |
|
Net change in fair value (unrealized) |
|
|
35 |
|
Net purchases/ (issuances) |
|
|
(59 |
) |
|
|
|
|
|
At December 31, 2021 |
|
|
119 |
|
|
|
|
|
|
i) |
Basis for segmentation |
The Group has the following strategic divisions which are its operating and also reportable segments. These segments offer different products
and services, and are generally managed separately from a commercial, technological, marketing, operational and regulatory perspective. The Groups chief executive officer (the
The accompanying
notes form an integral part of these consolidated financial statements.
F-86
Chief Operating Decision Maker or CODM) reviews performance of each segment on a monthly basis for purposes of business management, resource allocation, operating decision making and performance
evaluation.
The following summary describes the operations of each reportable segment:
|
|
|
Reportable segments |
|
Operations |
Deliveries |
|
Connecting driver-partner and merchant-partner with consumers to create a localized logistics platform, facilitating and performing on-demand and scheduled delivery of a wide variety of
daily necessities, including ready-to-eat meals and groceries, as well as point-to-point
parcel delivery. |
|
|
Mobility |
|
Connecting consumers with rides provided by driver-partners across a wide variety of multi-modal mobility options including private cars, taxis, motorcycles (in certain countries), and shared mobility options, such as carpooling.
It also includes vehicle rental to enable driver-partners to be able to offer services through the platform. |
|
|
Financial services |
|
Digital solutions offered by and with business partners to address the financial needs of driver and merchant partners and consumers, including digital payments, lending, receivables factoring, insurance distribution and wealth
management in selected markets. |
|
|
Enterprise and new initiatives |
|
A growing suite of enterprise offerings including advertising and marketing offerings, and anti-fraud offerings. It also includes other lifestyle services offered by our business partners to consumers including domestic and home
services, flights, hotel bookings and subscriptions in certain markets. |
ii) |
Information about reportable segments |
The CODM evaluates operating segments based on revenue and Segment Adjusted EBITDA.
Segment reporting revenue is disclosed in Note 19. Total revenue for reportable segments equals consolidated revenue for the Group.
Segment adjusted EBITDA is defined as net loss of each operating segment adjusted to exclude: (i) net interest income (expenses), (ii)
other income (expenses), (iii) income tax expenses (credit), (iv) depreciation and amortization, (v) stock-based compensation expenses, (vi) costs related to mergers and acquisitions, (vii) unrealized foreign exchange gain (loss),
(viii) impairment losses on goodwill and non-financial assets, (ix) fair value changes on investments, (x) restructuring costs, (xi) legal, tax and regulatory settlement provisions, (xii) regional corporate costs and (xiii) share listing
and associated expenses.
The accompanying
notes form an integral part of these consolidated financial statements.
F-87
Information about each reportable segment and reconciliation to amounts reported in
consolidated financial statements is set out below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
Deliveries |
|
|
(130 |
) |
|
|
(211 |
) |
|
|
(809 |
) |
Mobility |
|
|
345 |
|
|
|
307 |
|
|
|
(194 |
) |
Financial services |
|
|
(349 |
) |
|
|
(331 |
) |
|
|
(548 |
) |
Enterprise and new initiatives |
|
|
9 |
|
|
|
9 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reportable Segment Adjusted EBITDA |
|
|
(125 |
) |
|
|
(226 |
) |
|
|
(1,554 |
) |
Regional corporate costs |
|
|
(717 |
) |
|
|
(554 |
) |
|
|
(683 |
) |
Net interest income (expenses) |
|
|
(1,675 |
) |
|
|
(1,391 |
) |
|
|
(977 |
) |
Other income (expenses) |
|
|
12 |
|
|
|
10 |
|
|
|
13 |
|
Income tax expenses |
|
|
(3 |
) |
|
|
(2 |
) |
|
|
(7 |
) |
Depreciation and amortization |
|
|
(345 |
) |
|
|
(387 |
) |
|
|
(647 |
) |
Stock-based compensation expenses |
|
|
(357 |
) |
|
|
(54 |
) |
|
|
(34 |
) |
Unrealized foreign exchange loss |
|
|
(1 |
) |
|
|
* |
|
|
|
(4 |
) |
Impairment losses on goodwill and non-financial
assets |
|
|
(15 |
) |
|
|
(43 |
) |
|
|
(60 |
) |
Fair value changes on investments |
|
|
37 |
|
|
|
(57 |
) |
|
|
(3 |
) |
Restructuring costs |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(1 |
) |
Legal, tax and regulatory settlement provisions |
|
|
(12 |
) |
|
|
(39 |
) |
|
|
(31 |
) |
Share listing and associated expenses |
|
|
(353 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated profit or loss after tax |
|
|
(3,555 |
) |
|
|
(2,745 |
) |
|
|
(3,988 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount less than $1 million |
Assets and liabilities are predominantly reviewed by the CODM regionally and not at a segment level. Within the Groups non-current assets are property, plant and equipment which are primarily located in Singapore and Indonesia. Other non-current assets such as intangible assets, goodwill and
other investments are predominantly regional assets.
There were no material acquisitions of businesses during the financial years ended December 31, 2021 and 2020. A business acquisition
subsequent to the end of the financial year has been described in Note 30.
28 |
Reverse Recapitalization |
The Reverse Recapitalization has been accounted for with AGC being identified as the acquired entity for financial reporting
purposes. Accordingly, the Reverse Recapitalization has been accounted for as the equivalent of GHI issuing shares for the net assets of AGC, accompanied by a recapitalization by third party investors. Therefore, these consolidated financial
statements have been presented as a continuation of the GHI Group with:
|
|
|
the assets and liabilities of GHI recognized and measured in the GHL consolidated financial statements at their
carrying amounts immediately prior to the Reverse Recapitalization; |
|
|
|
the retained earnings and other equity balances of GHI recognised in the GHL consolidated financial statements at
amounts immediately prior to the Reverse Recapitalization; |
The accompanying
notes form an integral part of these consolidated financial statements.
F-88
|
|
|
the comparative information presented in the GHL consolidated financial statements are that of GHI Group.
|
GHI has been determined to be the accounting acquirer, and therefore AGC the acquiree, based on consideration of the
following factors:
|
|
|
GHIs previous shareholders have the largest voting interest in GHL with approximately 90% of the voting
interest (refer to Note 11 for a description of the terms of exchange of the GHI shares for GHL shares); |
|
|
|
GHIs previous shareholders have the right to nominate, appoint and remove the majority of the members on
the GHL board of directors; |
|
|
|
GHIs previous key management personnel are the current key management personnel of GHL;
|
|
|
|
The business of GHL is a continuation of the ongoing operations of GHI; and |
|
|
|
GHI is the larger entity, in terms of substantive operations and employee base. |
The acquisition of the net assets of AGC on December 1, 2021 does not meet the definition of a business under IFRS and has therefore been
accounted for as a share-based payment, with the former AGC shareholders receiving one GHL Class A ordinary share for each issued and outstanding ordinary share in AGC. The excess of fair value of GHL shares issued over the fair value of AGCs
identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred, the summary of which is as follows:
|
|
|
|
|
|
|
|
|
(in $ millions) |
|
|
|
|
$ |
|
Fair value of net assets of AGC comprising |
|
|
|
|
|
|
398 |
|
Cash and cash equivalents |
|
|
482 |
|
|
|
|
|
Payables |
|
|
(7 |
) |
|
|
|
|
Warrant liabilities |
|
|
(77 |
) |
|
|
|
|
Less: Fair value of consideration comprising: |
|
|
|
|
|
|
|
|
62.5 million GHL Class A ordinary shares (see Note 11) |
|
|
|
|
|
|
(688 |
) |
|
|
|
|
|
|
|
|
|
Share listing expenses recognised in profit or loss |
|
|
|
|
|
|
(290 |
) |
|
|
|
|
|
|
|
|
|
The Reverse Recapitalization has also involved:
|
|
|
the former AGC warrant holders receiving one warrant to purchase a Class A ordinary share in GHL, for each issued
and outstanding warrant to acquire ordinary shares in AGC, which has resulted in the issuance of 22 million warrants (see Note 13); |
|
|
|
additional capitalization by way of the issuance of GHL shares and warrants to third party investors on
December 1, 2021, pursuant to investment commitments in previously agreed subscription agreements in which the investors committed to subscribe for and purchase 404 million GHL Class A Ordinary Shares (see Note 11) and 4 million GHL
warrants (see Note 13) for an aggregate purchase price of $4,040 million; and |
|
|
|
professional services expenditure of $63 million incurred to facilitate listing on NASDAQ which, in addition to
the $290 million described in the table above, has resulted in a total of $353 million share listing and associated expenses being recognised in the profit or loss. |
29 |
Contingencies and commitments |
The Group is involved in multiple legal proceedings in the countries in which it operates. These legal proceedings relate to a range of matters
including personal injury or property damage cases, employment or
The accompanying
notes form an integral part of these consolidated financial statements.
F-89
labor-related disputes, contractual disputes with suppliers or commercial partners, disputes with third parties and regulatory inquiries and proceedings relating to compliance with competition,
privacy or other applicable regulations.
As at December 31, 2021, in view of the uncertainty of the outcome of these proceedings,
with the exception of certain specific legal claims (see Note 15), provisions for such claims have not been recognized as the Group does not consider these proceedings to result in obligations or in the outflow of resources.
These possible obligations include:
|
a) |
an internal investigation into potential violations of certain anti-corruption laws relating to the
Groups operations in one of the countries in which it operates. The Group has voluntarily self-reported the potential violations to the U.S. Department of Justice. As at December 31, 2021, in view of the uncertainty of the outcome of this
matter, the Group does not consider it to result in a present obligation that will give rise to probable outflow of resources that can be reliably estimated; and |
|
b) |
a tax audit on matters of withholding tax by the local tax office in one of the countries in which the Group
operates. As at December 31, 2021, in view of the uncertainty of the outcome of this matter, the Group does not consider it to result in a present obligation that will give rise to probable outflow of resources that can be reliably estimated.
|
Subsequent to the end of the financial year, in March 2022, two putative shareholder class action lawsuits were filed
against the Company and certain of its officers in the U.S. District Court for the Southern District of New York. As these cases are still in a preliminary stage, in view of the uncertainty of the outcome of this matter, the Group does not consider
it to result in a present obligation that will give rise to probable outflow of resources that can be reliably estimated.
The Group has entered into non-cancellable contracts which mainly pertain to purchase of data
processing and technology platform infrastructure services. The following table summarizes significant contractual obligations and commitments as of December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period |
|
|
|
Total |
|
|
Less than 1 year |
|
|
1 to 5 years |
|
(in $ millions) |
|
$ |
|
|
$ |
|
|
$ |
|
Non-cancellable purchase obligations |
|
|
544 |
|
|
|
299 |
|
|
|
245 |
|
|
i) |
In January 2022, the Group acquired a 75% ownership interest in Jaya Grocer Holdings Sdn. Bhd. (Jaya
Grocer), an operator in the premium grocery segment in Malaysia predominantly in the Klang Valley near Kuala Lumpur. Subject to certain terms, the Group will have the option to buy, and the current shareholders will have the option to sell to
the Group, the remaining 25% of the ownership interest of Jaya Grocer after the closing of the transaction. The consideration for the acquisition of 75% ownership interest includes $191 million in cash and 8.2 million shares of GHL common stock. The
determination of consideration is subject to finalization, as is the resultant accounting. |
|
ii) |
In February 2022, the entire NCI in AA Holdings Inc. (AAHI Inc.), the investment holding company of
the subsidiaries offering financial services, was acquired by the Company by way of an exchange of shares through the issuance of GHL Class A ordinary shares. |
The accompanying
notes form an integral part of these consolidated financial statements.
F-90
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