1. Assets and liabilities held for sale/Discontinued operations

In line with its strategy, which dictates that international activities should be in the interest of passengers in the Netherlands, NS has been preparing its departure from the British market with the consent of the shareholder. As at 31 May 2022, Abellio Transport Group Ltd and its group companies were presented as ‘held for sale’.

On 28 February 2023, the Group transferred its shares in Abellio Transport Group Ltd to local management for an initial selling price of £16.5 million (€19 million). Additional agreements have been made on the following subjects:

• Settlement of potential and realised benefits arising from past outstanding claims by local management. After settlement, these benefits, net of a percentage management fee, accrue to NS.

• Settlement and transfer of assets of the terminated franchises and settlement of the associated guarantees for a guarantee value of €0.3 billion. Potential benefits from the settlement accrue to NS.

• Earn-out scheme. Under an earn-out scheme over the period 2022–2025, NS is entitled to a share of the joint profits achieved on the Merseyrail franchise and London Bus business up to a maximum of £10 million.

• Special share. The Group has retained one share in Abellio UK to which specific rights are attached (the ‘special share'). Through the special share, the Group retains its entitlement to potential gains from the settlement of claims and discontinued franchises.

NS is entitled to the value of the former franchises and claims settled by local management for NS. In addition, on behalf of NS, local management will see to the proper settlement of the discontinued franchises. Successful settlement will result in the release of guarantees issued by NS (see note 33 for an explanation). See note 23 for information about the assets that have arisen since the termination of operations in the United Kingdom. 

As of the shares transfer date, Abellio UK is no longer consolidated. As at 28 February 2023, the assets and liabilities of the entities held for sale can be broken down as follows:

As at 31 May 2022, the Group ceased to depreciate all the property, plant and equipment of Abellio UK. Until 28 February 2023, this had resulted in €42 million lower costs in 2023. The assets and liabilities are stated at the carrying amount.

The Group had outstanding intercompany loans to Abellio UK of €173 million, which are not presented in the above overview because they were eliminated in the consolidation until the moment of sale. At the moment of transfer of the shares of Abellio Transport Group Ltd, these loans, subject to the depreciation of €85 million as recognised in 2022, were transferred to Transport UK Group Ltd. From that moment, the loans qualify as loans to third parties presented as non-current financial assets; see note 23. During 2023, loans amounting to €85 million were actually waived.

The result from discontinued operations can be broken down as follows:

• *No income tax has been recognised on this impairment.

The net financing result from discontinued operations includes an intercompany interest expense of €1 million until 28 February 2023 (2022: €10 million). This interest expense is not presented in the above overview because it was eliminated in the consolidation. The recycling of revaluation reserves at sale date and changes in the value of financial fixed assets are part of net finance result.

The result on the sale of Abellio UK is €38 million negative as at 28 February 2023. The result is negative because, at the moment of sale, the net carrying amount of assets and liabilities of Abellio Transport Group Ltd and its group companies exceeds the realisable value (minus the expected selling costs). This negative result is caused primarily by the termination of depreciation.

In summary, the result from discontinued operations can be presented as follows: