Abellio

Abellio Transport Holding BV and Transport Holding Germany BV (collectively: Abellio) are wholly owned subsidiaries of NS and active in 2024 in the passenger transport market in Germany. On 15 October 2024, the German operations were sold to BeNEX, a German public transport company. The investment in Abellio UK was sold to local management through a management buyout on 28 February 2023. NS can now fully focus on its operations in the Netherlands (including international train connections to and from the Netherlands).

Sale of Abellio Germany

The German regional transport market has been difficult to operate in. This was due not only to the aftermath of the COVID-19 pandemic, but also other external factors beyond the control of carriers. These include increased costs that cannot be passed on, increased infrastructure works resulting in replacement service costs and penalties for missing punctuality performance targets or cancellation of services. In all the years it has been operating, Abellio Germany has been unable to make a positive contribution to NS's results. This prompted the initiation of insolvency/restructuring proceedings in July 2021. The restructuring proceedings for the former German holding company (Abellio GmbH) was completed in 2024, after approval of the insolvency plan. Abellio GmbH is still a wholly owned subsidiary of NS. The restructured operations were transferred to a new German holding company ATH Rail Transport Beteiligungsgesellschaft Deutschland GmbH ('ATH GmbH') in 2022. In 2023, NS recognised an asset impairment of €121 million.

NS revised its strategy for Abellio Germany in the wake of the restructuring process. Abellio Germany is no longer of strategic importance to NS, which resulted in a sale process. Since 31 March 2024, ATH GmbH and its group companies have been classified as ‘assets and liabilities held for sale’ and are no longer consolidated. Abellio Germany’s net result has since been accounted for in the annual report as ‘result from discontinued operations’. The sale transaction was completed on 15 October 2024 with the transfer of the shares to BeNEX GmbH, a German entity with many years’ experience in passenger transport in Germany owned by the UK-based International Public Partnerships.

BeNEX will take over the existing concessions from Abellio with the exception of the loss-making DISA (diesel network Saxony-Anhalt). The DISA concession was terminated early as part of the restructuring agreement with the public transport authorities in central Germany and transferred to the rail company Regionalverkehre Start Deutschland GmbH on 15 December 2024. After the sale, NS will still need to settle several positions from previous financial years (positive or negative). Defined agreements have also been reached with the buyer on compensation for a potentially worse than expected development of energy prices. Full settlement of receivables and liabilities is expected to take until at least 2028. Most of the outstanding guarantees for German concessions have been transferred to BeNEX and the remainder of the guarantees are expected to be settled in 2025.

As of 31 December 2024, NS/Abellio has outstanding guarantees of €102 million (2023: €118 million) in respect of Abellio Germany.