Financial Report
Accounting policies
These financial statements were prepared in accordance with the provisions of the Swiss Law on Accounting and Finance Reporting (32nd title of the Swiss Code of Obligations). Significant valuation principles that have been applied in the preparation of these financial statements which are not prescribed by law are described below.
Presentation of cash flow statement and additional disclosures in the notes dispensed with
As PolyPeptide Group AG has prepared consolidated financial statements under a recognized accounting standard (IFRS), it has decided, in accordance with the law, to dispense with the presentation of information on interest-bearing liabilities and audit fees in the notes, a cash flow statement, and an annual review.
First financial year
The first financial year runs from April 7, 2021, to December 31, 2021
Valuation principles
Assets are valued at no more than cost. Liabilities are carried at nominal value.
All assets and liabilities in foreign currencies are translated by applying the exchange rate prevailing on the balance sheet date. Exchange differences are recognized in the income statement.
Earnings and expenses originated in foreign currencies are translated with the monthly exchange rate.
Investments
Investments are shown at individual historical acquisition costs less impairment, if any.
Own shares
Own shares are recognized in equity as negative item at cost as per the date of acquisition. In the event of a subsequent sale, a gain or loss is recognized through the income statement and is included in retained earnings or accumulated deficit to be carried forward in equity.
Share-based payments
Part of the variable compensation paid to members of the Executive Committee and part of the compensation paid to members of the Board of Directors is in the form of Company shares. The acquisition cost of the shares is recorded under personnel expense.
Declaration of the number of full-time equivalents (FTEs)
The average number of full-time positions during the reporting was below 50.
Financial Report
|
kCHF |
|
Dec 31, 2021 |
|
|
|
|
|
Cash |
|
24,968 |
|
Fixed-term deposit |
|
92,500 |
|
At December 31, 2021 |
|
117,468 |
Financial Report
As of December 31, 2021, PolyPeptide Group AG held the following direct and significant indirect investments:
|
Group companies |
Location |
Capital and voting shares |
|
|
|
|
Direct |
Indirect |
|
|
|
|
|
|
Polypeptide Laboratories Holding (PPL) AB |
Limhamn, Sweden |
100% |
|
|
Polypeptide Laboratories (Sweden) AB |
Limhamn, Sweden |
|
100% |
|
PolyPeptide SA |
Braine-l’Alleud, Belgium |
|
100% |
|
PolyPeptide Laboratories France S.A.S. |
Strasbourg, France |
|
100% |
|
PolyPeptide Laboratories Inc. |
Torrance, CA, USA |
|
100% |
|
PolyPeptide Laboratories San Diego, LLC |
San Diego, CA, USA |
|
100% |
|
PolyPeptide Laboratories Pvt. Ltd. |
Ambernath (East), India |
|
100% |
|
PolyPeptide Laboratories A/S |
Hillerød, Denmark |
|
100% |
|
PolyPeptide Laboratories GmbH |
Hamburg, Germany |
|
100% |
Percentage of voting shares is equal to percentage of ownership.
Financial Report
|
Dec 31, 2021 |
kUSD |
kCHF |
|
|
|
|
|
Uncalled capital commitment |
27,000 |
30,253 |
Limited Partnership Investments
From November 2021 the Company entered into a limited partnership agreement. The Company committed to invest a maximum amount of USD 30,000,000. At balance sheet date USD 3,000,000 have already been invested and thus USD 27,000,000 are disclosed as an uncalled capital commitment.
Guarantee pension fund
All members of the PRI Pensionsgaranti, the issuer of the definied benefit plan in Sweden, are subject to a mutual liability. This liability would only be invoked in the event that PRI Pensionsgaranti has consumed all its assets. The mutual liability of the Group is limited to a maximum of two percent of the Group's individual pension liability with PRI Pensionsgaranti. As such, the Group has a contingent liability of EUR 182,000 as at 31 December 2021 (2020: EUR 173,000) for which it has issued a guarantee to PRI Pensionsgaranti.
The company was founded with a share capital of CHF 300,000 and was increased to CHF 331,250.01 on 28 April 2021. As at 31 December 2021, the share capital in the amount of CHF 331,250.01 consists of 33,125,001 registered shares with a nominal value of CHF 0.01 per share. The placement price for the new shares was CHF 64.00. The transaction costs of the capital increase in the amount of CHF 6,626,715 are recognized in the other operating expenses.
Financial Report
|
CHF |
|
Dec 31, 2021 |
|
|
|
|
|
Reserves from capital contribution (foreign) |
|
1,919,700,000 |
|
Reserves from capital contribution (domestic) |
|
195,019,440 |
|
Total reserves from capital contribution |
|
2,114,719,440 |
The reported reserves from capital contributions as capital contributions within the meaning of Art. 5 para. 1bis (for the part of the “domestic KER”) or Art. 5 para. 1quater lit. a of the Withholding Tax Act (for the part of the “foreign KER”) must still be confirmed by the Swiss Federal Tax Administration after submission of the audited annual financial statements.
Financial Report
|
|
No of Shares |
Average prices in CHF |
|
|
|
|
|
At the beginning of the reporting period |
0 |
|
|
Purchases 2021 |
93,750 |
64.00 |
|
Allocations to board member/executive management (incl. group companies) |
73,379 |
64.00 |
|
At December 31, 2021 |
20,371 |
64.00 |
In the reporting period PolyPeptide Group AG has made purchases and allocations to board members and executive management of own shares.
Financial Report
|
kCHF |
|
2021 |
|
|
|
|
|
Interest income from group companies |
|
248 |
|
Realized capital gain treasury shares |
|
251 |
|
Total financial income |
|
499 |
Financial Report
|
kCHF |
|
2021 |
|
|
|
|
|
Foreign exchange result |
|
2,225 |
|
Total other financial expenses |
|
2,225 |
Financial Report
|
|
Function |
Number of shares |
which are blocked |
allocated in the reporting period |
Number of shares in total |
|
|
|
|
|
|
|
|
Klaus Peter Wilden |
Chairman |
1,658 |
1,658 |
1,658 |
1,658 |
|
Patrick Aebischer |
Vice-Chairman |
1,105 |
1,105 |
1,105 |
1,105 |
|
Beat In-Albon |
Member |
995 |
995 |
995 |
995 |
|
Jane Anne Salik |
Member |
17,737 |
476 |
17,737 |
17,737 |
|
Erik Schropp |
Member |
3,193 |
0 |
3,193 |
3,193 |
|
Philippe Weber |
Member |
1,225 |
1,225 |
1,225 |
1,225 |
|
Total Board of Directors |
|
25,913 |
5,459 |
25,913 |
25,913 |
|
|
|
|
|
|
|
|
|
Function |
Number of shares |
which are blocked |
allocated in the reporting period |
Number of shares in total |
|
|
|
|
|
|
|
|
Raymond De Vré |
CEO |
16,486 |
unvested |
unvested |
unvested |
|
Jan Fuhr Miller |
CFO |
7,767 |
– |
7,767 |
7,767 |
|
Jan Christensen 1) |
Director Global Sales and Marketing |
7,767 |
– |
7,767 |
7,767 |
|
Daniel Lasanow |
Director Global Operations |
7,767 |
– |
7,767 |
7,767 |
|
Christina Del Vecchio |
General Counsel |
– |
– |
– |
– |
|
Neil James Thompson 2) |
Director Global Sales and Marketing |
1,122 |
– |
1,122 |
1,122 |
|
Total Executive Committee |
|
40,909 |
0 |
24,423 |
24,423 |
|
|
|
|
|
|
|
|
Total |
|
66,822 |
5,459 |
50,336 |
50,336 |
1 Member of the Executive Committee until 31 December 2021.
2 Member of the Executive Committee as of 1 January 2022.
Financial Report
Based on the available information, the following shareholders are considered significant shareholders in accordance with art. 120 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (the “FMIA”) (> 3% of the registered share capital):
|
Shareholder |
Number of shares |
Percentage of voting rights |
|
Draupnir Holding B.V. (Hoofddorp, The Netherlands) 1) |
18,396,859 |
55.54% |
|
Capital Research and Management Company (Los Angeles, USA) 2) |
1,546,023 |
5.34% |
|
Rudolf Maag (Binningen BL, Switzerland) 3) |
1,100,000 |
3.32% |
|
T. Rowe Price Associates, Inc. (Baltimore, USA) 4) |
995,004 |
3.00% |
|
Total important shareholders |
22,037,886 |
67.20% |
1 PolyPeptide Group AG (the "Company") was incorporated in Switzerland on 6 April 2021. The registered office of the Company is Dammstrasse 19, 6300 Zug, Switzerland. The Company is a 55.54% subsidiary of Draupnir Holding B.V., a company registered in The Netherlands. Draupnir Holding B.V.'s ultimate parent entity is Foundation Mamont, a foundation registered on Guernsey of which Mr. Frederik Paulsen (1006 Lausanne, Vaud, Switzerland) is at present the principal beneficiary pursuant to the charter of the Mamont Foundation governed by the laws of Guernsey.
2 The disclosure notice of 6 May 2021 includes 1,546,023 shares of the Company corresponding to 5.34% of all voting rights of which 0.67% were delegated by a third party.
3 Disclosure notice of 5 May 2021.
4 Disclosure notice of 17 February 2022.
The Board of Directors proposes that the General Meeting approves that the accumulated deficit of CHF 9,603,831 be carried forward to the new account.
|
CHF |
2021 |
|
|
|
|
Accumulated deficit brought forward |
0.00 |
|
Net loss for the period |
-9,603,831 |
|
Accumulated deficit to be carried forward |
-9,603,831 |
The Board of Directors proposes that the General Meeting approves to pay a cash distribution of CHF 0.3 per entitled share payable out of the foreign capital contribution reserves as follows:
|
CHF |
2021 |
|
|
|
|
Balance of foreign capital contribution reserves as of 31 December 2021 (1) |
1,919,700,000 |
|
Proposed cash distribution of CHF 0.3 per entitled share on 33,104,630 shares (2) out of the foreign capital contribution reserves |
9,931,389 |
|
Foreign capital contribution reserves after proposed cash distribution (3) |
1,909,768,611 |
1 The foreign capital contribution reserves have not yet been approved by the Swiss Federal Tax Administration as of 10 March 2022.
2 The cash distribution mentioned in the proposal was calculated on the basis of the number of shares entitled to the cash distribution as of 31 December 2021. The number of shares may change due to the transfer of shares to the Directors / employees or purchase of treasury shares. Treasury shares held by the Company at the time of the cash distribution are not entitled to the cash distribution. Accordingly, the total amount distributed may be lower.
3 Contingent on the total amount distributed.