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Minicap Technology Investment AG, in liquidation Solothurn Report of the statutory auditors to the General Meeting on the interim liquidation balance sheet as of 30 June 2017

Solothurn - Minicap · acceleration of the payment of the milestones in case of further resale of Actelion and/or the activity related to the Clazosentan. Beginning 2017, Actelion

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Page 1: Solothurn - Minicap · acceleration of the payment of the milestones in case of further resale of Actelion and/or the activity related to the Clazosentan. Beginning 2017, Actelion

Minicap Technology Investment AG, in liquidation Solothurn

Report of the statutory auditors to the General Meeting

on the interim liquidation balance sheet as of 30 June 2017

Page 2: Solothurn - Minicap · acceleration of the payment of the milestones in case of further resale of Actelion and/or the activity related to the Clazosentan. Beginning 2017, Actelion

PricewaterhouseCoopers SA, avenue C.-F. Ramuz 45, case postale, CH-1001 Lausanne, Switzerland Téléphone: +41 58 792 81 00, Téléfax: +41 58 792 81 10, www.pwc.ch

PricewaterhouseCoopers SA is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.

Report of the statutory auditors on the limited statutory examination to the General Meeting of Minicap Technology Investment AG, in liquidation

Solothurn

As statutory auditors, we have examined the interim liquidation balance sheet of Minicap Technology Investment AG, in liquidation, which comprise the balance sheet, income statement and notes, for the year ended 30 June 2017, prepared using liquidation values.

These financial statements are the responsibility of the liquidators. Our responsibility is to perform a limited statutory examination on these financial statements. We confirm that we meet the licensing and independence requirements as stipulated by Swiss law.

We conducted our examination in accordance with the Swiss Standard on Limited Statutory Examination. This standard requires that we plan and perform a limited statutory examination to identify material misstatements in the interim liquidation balance sheet. A limited statutory examination consists primarily of inquiries of company personnel and analytical procedures as well as detailed tests of company documents as considered appropriate in the circumstances. However, the testing of the operational processes and the internal control system, as well as inquiries and further testing procedures to detect fraud or other legal violations, are not within the scope of this examination.

Based on our limited statutory examination, nothing has come to our attention that causes us to believe that the interim liquidation balance sheet do not comply with Swiss law and the company’s articles of incorporation.

We refer to the fact that, contrary to the provisions of article 958 para. 3 CO, a business report was not prepared within six months of the end of the financial year and submitted to the General Meeting for approval. Further, contrary to the provisions of article 699 para. 2 CO, an ordinary General Meeting was not convened within six months of the end of the financial year.

We draw attention to the fact that one-half of the share capital and the legal reserves is no longer covered (article 725 para. 1 CO).

PricewaterhouseCoopers SA

Philippe Lienhard Ludovic Derenne

Audit expert Auditor in charge

Audit expert

Lausanne, 16 May 2018

Enclosure:

• Interim liquidation balance sheet (balance sheet, income statement and notes)

Page 3: Solothurn - Minicap · acceleration of the payment of the milestones in case of further resale of Actelion and/or the activity related to the Clazosentan. Beginning 2017, Actelion

Minicap Technology Investment AG in Liquidation Solothurn, Switzerland

Interim liquidation financial statements

2016/2017

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Interim liquidation financial statements in accordance with the Swiss Code of Obligations

Interim liquidation Balance Sheet for the year ended 30 June, 2017

ASSETS Note June 30, 2017 June 30, 2016

Current AssetsCash and cash equivalents 510'402 415'967Other current receivables 36'106 0

Total current assets 546'508 415'967

Capital Assets

Private equity investments at the lower ofcost or net realizable value

3 560'000 957'999

Total investments 560'000 957'999

Total Assets 1'106'508 1'373'966

LIABILITIES AND SHAREHOLDERS' EQUITY

Short-term liabilitiesOther payables and accrued expenses 5 101'709 82'486

Total short-term liabilities 101'709 82'486

Shareholders' equityShare capital 4 4'756'000 4'756'000Statutory retained earnings 4 25'100 25'100Treasury shares 4 -12'760 -12'760Retained losses -3'476'860 -3'088'975Loss of the year -286'681 -387'885

Total shareholders' equity 1'004'799 1'291'480

Total Liabilities and Shareholders' equity 1'106'508 1'373'966

No of shares outstanding 580'000 580'000Own shares 4'400 4'400No of shares for calculation of NAV 575'600 575'600

NAV per share 1.75 2.24

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Interim liquidation financial statements in accordance with the Swiss Code of Obligations Profit and Loss Account for the year ended June 30, 2017

Year ended Year endedINCOME Note June 30, 2017 June 30, 2016

Other IncomesOther incomes 0 0

Total other incomes 0 0

Total income 0 0

EXPENSES

Operating expensesFixed Management fees -10'800 -10'800Variable Management fees -15'980 16'850Operating expenses -44'841 -39'494Legal fees related to investments and others -17'061 -33'941Liquidation costs 0 -50'500Realised losses on investments -62'000 0Unrealised losses on investments -135'999 -270'000

Total expenses -286'681 -387'885

Net loss for the year -286'681 -387'885

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Notes to the interim liquidation financial statements as at June 30, 2017 established in accordance with the Swiss Code of Obligations 1. Organization and business activity Minicap Technology Investment AG in liquidation , Solothurn (“the Company”), is a stock corporation in liquidation since December 3, 2014. The Company was incorporated on July 28, 1997. 2. Summary of significant accounting policies General aspects The annual interim liquidation financial statements have been prepared at the request of the liquidator in accordance to article 743 para. 5 CO under the disposition of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below. Accounting principles These annual accounts are based on liquidation values. Private equity investments including loans are stated at their acquisition cost or, in case of a value decline of the invested company, at the estimated lower net realisable value. Unrealised revaluation gains and losses are recognised in the income statement. 3. Private equity investments On June 30, 2017, investments consist of the following private equity investments:

Company Place Country Business sector Participation held as at

Participation held as at

30.06.2017 30.06.2016% %

Dartfish SA Fribourg CH Software/New Media 0.0% 13.1% (*1)Tatis Holding Genève CH Entreprise Software 62.8% 62.8%Tatis SA Genève CH Entreprise Software 44.9% (*2) 44.9% (*2)

(*2) Due to treasury shares held by the company, the voting righs are of 47.26% (30.06.2016 : 47.26%)

(*1) As the company has issued several categories of share, including privileged shares, the effective control in the company was of 11.5% as per 30.06.2016

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Notes to the interim liquidation financial statements as at June 30, 2017 established in accordance with the Swiss Code of Obligations 3. Private equity investments (continued) The movements registered on this position during the last financial year are summarized in the table below :

4. Shareholders’ Equity Share capital The Share capital of the Company on June 30, 2017 amounts to CHF 4’756’000 (30.06.2016 : CHF 4’756’000) consisting of 580’000 registered A-shares with a nominal value of CHF 8.20 each (30.06.2016 : CHF 8.20 each). All shares issued are fully paid in.

Portfolio Company Book Value Additions Conversion DivestmentProceeds

Value change

Realised capital

gain/losses

Investment at cost Book Value

30.06.2016 30.06.2017 30.06.2017CHF CHF CHF CHF CHF CHF CHF

Dartfish SA 262'000 -200'000 -62'000 0 0Tatis SA 323'220 -53'220 658'134 270'000Tatis Holding 372'779 -82'779 2'577'335 290'000Total 957'999 0 0 -200'000 -135'999 -62'000 3'235'469 560'000

Equity in Private Portfolio Companies

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Notes to the interim liquidation financial statements as at June 30, 2017 established in accordance with the Swiss Code of Obligations 4. Shareholders’ Equity (continued) Treasury shares As of June 30, 2017 the Company held the following treasury shares: in CHF Number

of shares Nominal Value

Average price per share

Purchase Value

On July 1, 2001 (acquired from third parties in 2000/2001)

4’400 100 191.00 840’346

Additions/Disposals 2001/2002 – 2006/2007 - - - - On June 30, 2007 4’400 100 191.00 840’346 Additions/Disposals 2007/2008 - - - - On June 30, 2008 4’400 11.50 164.00 (*) 721’546 Additions/Disposals 2008/2009 - - - - On June 30, 2009 4’400 11.50 164.00 (*) 721’546 Additions/Disposals 2009/2010 - - - - On June 30, 2010 4’400 11.50 164.00 (*) 721’546 Additions/Disposals 2010/2011 - - - - On June 30, 2011 4’400 8.20 160.70 (*) 707’026 Additions/Disposals 2011/2012 - - - - On June 30, 2012 4’400 8.20 160.70 (*) 707’026 Additions/Disposals 2012/2013 - - - - On June 30, 2013 4’400 8.20 160.70 (*) 707’026 Additions/Disposals 2013/2014 - - - - On June 30, 2014 4’400 8.20 160.70 (*) 707’026 Additions/Disposals 2014/2015 - - - - On June 30, 2015 4’400 8.20 160.70 (*) 707’026 Additions/Disposals 2015/2016 - - - - On June 30, 2016 4’400 8.20 160.70 (*) 707’026 Additions/Disposals 2016/2017 - - - - On June 30, 2017 4’400 8.20 160.70 (*) 707’026 (*) A share capital reduction has been carried out during the financial year 2010/2011 in order to reimburse an amount of CHF 3.30 to the shareholders (share nominal value reduction). In accordance to the principles of the Swiss Law on Accounting and Financial Reporting the treasury shares are presented in diminution of the Shareholder’s equity and are not subject to depreciation. The value of the treasury shares as of 30 June, 2015 was kept as new historic value.

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Notes to the interim liquidation financial statements as at June 30, 2017 established in accordance with the Swiss Code of Obligations 5. Other payables and accrued expenses

6. Commitments, contingencies and other off-balance-sheet transactions In connection with a sale agreement, the company may receive one or several additional sale prices on investments sold previously, depending on the realization of conditions contractually agreed. Due to the uncertainty linked to the realization of these conditions, any additional sale price is recognized in the income statement when it is received. The Share Purchase Agreement related to the sale of the participation of Minicap in Axovan to Actelion in October 2003 included various milestones payments added with a clause of acceleration of the payment of the milestones in case of further resale of Actelion and/or the activity related to the Clazosentan. Beginning 2017, Actelion has been acquired by Johnson & Johnson and, simultaneously, transferred its early stage pipeline business, including Clazosentan, to a new company Idorsia Pharmaceuticals Ltd. As a result of these operations, the payment of the remaining milestones is now due. Minicap is therefore entitled to receive from Actelion an amount up to CHF 2 mio. Actelion, for no good reason, disagree with this view and consider such amount as not due. The vendors, including Minicap, are under preparation of an arbitration request for a total amount of CHF 192 mio. The request should be completed Q2-2018. In connection with the Advisory Mandate Agreement dated 15th May 2013 and the addendum dated 3th October 2016, Vinci Capital SA is entitled to fixed and variable management fees until December 31, 2017, which amount to CHF 2’500 per quarter for the fixed management fees and 12.5% of the Realized Portfolio Value for the variable management fees. 7. Other informations By letter dated October 6, 2015 the representatives of Finma informed the liquidator that, considering that the company was never submitted to its survey in accordance with the new rules of the LPCC, Finma considers that the liquidation process should be terminated within a reasonable time frame. In turn, the liquidator informs the Finma of its firm intention to finalize the liquidation by the end of 2018, but specifies that this achievement will depend of the possibility to exit the last three participations under reasonable terms.

30.06.2017 30.06.2016CHF CHF

Current payables 16'442 17'768Board member fees 4'662 0Auditors fees 5'500 5'500General meeting 3'000 3'000Shareholders Register costs 750 750Legal fees 2'000 2'000Provision for taxes 13'225 2'518Variable management fees provision 16'430 450Liquidation costs 39'700 50'500Total 101'709 82'486

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To finalized the liquidation process, the following steps will have to be achieved: (i) termination of the liquidation of Tatis Holding SA, (ii) execution of the settlement between Tatis SA and the South-African parties, which is now expected to be in Q2-2018, followed with the finalization of the liquidation of Tatis SA and (iii) termination of the case against Actelion, as the case may be, the liquidator will consider either a settlement or an assignment of the claim to a third party. On this basis, the liquidator expects that the liquidation could be finalized by the end of 2018. Minicap has no employees. After the balance sheet date and till the date when the Board of administrators finalised the accounts, no significant event, which could have influenced the interim liquidation financial statements or which could have been disclosed under this item has occurred.

Minicap Technology Investment AG in Liquidation

c/o Dr Raoul Stampfli Stampfli, Keller & Partner

Rötistrasse 22 - CH - 4500 Solothurn