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 that 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 (the “Company”) 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.
Financial year 2021 and 2022
The first financial year ran from 7 April 2021 to 31 December 2021.
In 2022, the financial year ran from 1 January 2022 to 31 December 2022.
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 a 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 |
2022 |
2021 |
|
|
|
|
|
Cash |
10,061 |
24,968 |
|
Fixed-term deposit |
– |
92,500 |
|
Balance as at 31 December |
10,061 |
117,468 |
Financial Report
As at 31 December 2022, the Company 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% |
As at 31 December 2021, the Company 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 1 |
Hamburg, Germany |
|
100% |
1 During 2022, PolyPeptide Laboratories GmbH was merged into Polypeptide Laboratories Holding (PPL) AB.
Percentage of voting shares is equal to percentage of ownership.
Financial Report
|
|
2022 |
2021 |
||
|
|
kUSD |
kCHF |
kUSD |
kCHF |
|
|
|
|
|
|
|
Uncalled capital commitment as at 31 December |
27,000 |
24,932 |
27,000 |
24,709 |
Limited Partnership Investments
In November 2021, the Company entered into a limited partnership agreement. The Company committed to invest a maximum amount of kUSD 30,000. As at 31 December 2021 and 31 December 2022, kUSD 3,000 has already been invested and thus kUSD 27,000 is 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 2% of the Group's individual pension liability with PRI Pensionsgaranti. As such, the Group has a contingent liability of kEUR 225 as at 31 December 2022 (2021: kEUR 182), 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 2022, 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.
Financial Report
|
CHF |
2022 |
2021 |
|
|
|
|
|
Reserves from capital contributions (foreign) |
1,909,783,753 |
1,919,700,000 |
|
Reserves from capital contributions (domestic) |
195,019,440 |
195,019,440 |
|
Total reserves from capital contribution as at 31 December |
2,104,803,193 |
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”) have been confirmed by the Swiss Federal Tax Administration as at 1 June, 2022.
Financial Report
|
2022 |
No of Shares |
Average prices in CHF |
|
|
|
|
|
Own shares as at 1 January 2022 |
20,371 |
64.00 |
|
Purchase |
200,000 |
71.86 |
|
Allocations to Board members/executive management (incl. group companies) |
21,175 |
70.68 |
|
Own shares as at 31 December 2022 |
199,196 |
70.54 |
|
|
|
|
|
|
|
|
|
2021 |
No of Shares |
Average prices in CHF |
|
Own shares as at 1 January 2021 |
0 |
|
|
Purchase |
93,750 |
64.00 |
|
Allocations to Board members/executive management (incl. group companies) |
73,379 |
64.00 |
|
Own shares as at 31 December 2021 |
20,371 |
64.00 |
From March to July 2022, the Company purchased 200,000 own shares at the average price of CHF 71.86 to be held as treasury shares. 21,175 number of shares have been transferred to employees and Board members as part of their share-based remuneration during 2022 (2021: 73,379 number of shares were transferred to employees and Board members as part of their share-based remuneration, including as part of the IPO recognition bonus reimbursed by Draupnir Holding B.V.).
Financial Report
|
kCHF |
2022 |
2021 |
|
|
|
|
|
Interest income from Group companies |
2,212 |
248 |
|
Realized capital gain treasury shares |
– |
251 |
|
Total financial income |
2,212 |
499 |
Financial Report
|
kCHF |
2022 |
2021 |
|
|
|
|
|
Foreign exchange result |
-4,716 |
2,225 |
|
Other financial expenses |
-742 |
– |
|
Realized capital loss treasury shares |
-616 |
– |
|
Total other financial expenses |
-6,074 |
2,225 |
Due to the large weight of the main asset (i.e., the investment in Polypeptide Laboratories Holding (PPL) AB, Sweden) in the overall assets of PolyPeptide Group AG, the decreased share price of the PolyPeptide Group AG represents an impairment indicator for the underlying investment.
For reasons of valuation consistency, the impairment test was carried out using the same method as the original pricing of the shares at the IPO:
30,000,000 (number of shares) x CHF 25.32 (share price on 31 Dec 2022) - CHF 300,000 =
Net market value of PolyPeptide Laboratories Holding (PPL) AB, Sweden.
The impairment test resulted in an impairment loss of CHF 1,160,400 in 2022, which has been recognized in the income statement.
Financial Report
As at 31 December 2022:
|
|
Function |
Number of shares |
which are blocked |
allocated in the reporting period |
|
|
|
|
|
|
|
Klaus Peter Wilden |
Chairman |
8,402 |
8,402 |
6,744 |
|
Patrick Aebischer |
Vice-Chairman |
5,318 |
5,318 |
4,213 |
|
Beat In-Albon |
Member |
4,787 |
4,787 |
3,792 |
|
Jane Anne Salik |
Member |
19,553 |
2,292 |
1,816 |
|
Erik Schropp |
Member |
3,193 |
– |
– |
|
Philippe Weber |
Member |
5,835 |
5,835 |
4,610 |
|
Total Board of Directors |
|
47,088 |
26,634 |
21,175 |
|
|
|
|
|
|
|
|
Function |
Number of shares |
which are blocked |
allocated in the reporting period |
|
|
|
|
|
|
|
Raymond De Vré |
CEO |
16,486 |
9,766 |
6,720 |
|
Jan Fuhr Miller |
CFO |
7,767 |
– |
– |
|
Daniel Lasanow 1) |
Director Global Operations |
7,767 |
– |
– |
|
Christina Del Vecchio |
General Counsel |
– |
– |
– |
|
Neil James Thompson |
Director Global Sales and Marketing |
1,122 |
– |
– |
|
Jens Fricke 2) |
Director Global Operations |
1,380 |
– |
– |
|
Total Executive Committee |
|
34,522 |
9,766 |
6,720 |
|
|
|
|
|
|
|
Total |
|
81,610 |
36,400 |
27,895 |
1 Member of the Executive Committee until 30 November 2022.
2 Member of the Executive Committee as of 1 December 2022.
As at 31 December 2021:
|
|
Function |
Number of shares |
which are blocked |
allocated in the reporting period |
|
|
|
|
|
|
|
Klaus Peter Wilden |
Chairman |
1,658 |
1,658 |
1,658 |
|
Patrick Aebischer |
Vice-Chairman |
1,105 |
1,105 |
1,105 |
|
Beat In-Albon |
Member |
995 |
995 |
995 |
|
Jane Anne Salik |
Member |
17,737 |
476 |
17,737 |
|
Erik Schropp |
Member |
3,193 |
– |
3,193 |
|
Philippe Weber |
Member |
1,225 |
1,225 |
1,225 |
|
Total Board of Directors |
|
25,913 |
5,459 |
25,913 |
|
|
|
|
|
|
|
|
Function |
Number of shares |
which are blocked |
allocated in the reporting period |
|
|
|
|
|
|
|
Raymond De Vré |
CEO |
16,486 |
unvested |
unvested |
|
Jan Fuhr Miller |
CFO |
7,767 |
– |
7,767 |
|
Jan Christensen 1) |
Director Global Sales and Marketing |
7,767 |
– |
7,767 |
|
Daniel Lasanow |
Director Global Operations |
7,767 |
– |
7,767 |
|
Christina Del Vecchio |
General Counsel |
– |
– |
– |
|
Neil James Thompson 2) |
Director Global Sales and Marketing |
1,122 |
– |
1,122 |
|
Total Executive Committee |
|
40,909 |
– |
24,423 |
|
|
|
|
|
|
|
Total |
|
66,822 |
5,459 |
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).
Major shareholders 2022:
|
Shareholder |
Number of shares |
Percentage of voting rights |
|
Cryosphere Foundation (St. Peter Port, Guernsey) / Draupnir Holding B.V. (Hoofddorp, The Netherlands) 1) |
18,582,406 |
56.10% |
|
Capital Research and Management Company (Los Angeles, USA) |
– |
– |
|
T. Rowe Price Associates, Inc. (Baltimore, USA) 2) |
1,430,263 |
4.31% |
|
Rudolf Maag (Binningen BL, Switzerland) 3) |
1,100,000 |
3.32% |
|
Premier Fund Managers Limited (Guildford, Surrey, UK) 4) |
1,073,211 |
3.24% |
|
Premier Portfolio Managers Limited (Guildford, Surrey, UK) / Premier Miton European Opportunities Fund 5) |
1,002,111 |
3.03% |
|
Total important shareholders |
23,187,991 |
70.00% |
1 Disclosure notice of 9 December 2022. The disclosure notice included shares held by the Company (PolyPeptide Group AG, Baar, Zug, Switzerland) as well as sale positions by the Company pursuant to the long-term incentive plan representing 0.03% of voting rights corresponding to the maximum award of 9,909 performance share units. As at 31 December 2022, the Company was a 55.47% subsidiary of Draupnir Holding B.V., a company registered in The Netherlands. Draupnir Holding B.V.'s ultimate parent entity is Cryosphere Foundation (St. Peter Port, Guernsey; formerly known as 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 foundation governed by the laws of Guernsey.
2 Disclosure notice of 13 December 2022. The Company received an updated disclosure notice of 10 January 2023 indicating that the reported shareholding had fallen below 3%.
3 Disclosure notice of 4 May 2021.
4 Disclosure notice of 9 December 2022.
5 Disclosure notice of 9 December 2022.
Major shareholders 2021:
|
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. As at 31 December 2021, the Company was 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 charter of 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 maturity of leasing obligations which have a residual term of more than twelve months or which cannot be canceled within the next twelve months is as follows:
|
kCHF |
31 December 2022 |
31 December 2021 |
|
|
|
|
|
0-1 years |
113 |
– |
|
1-5 years |
452 |
– |
|
More than 5 years |
481 |
– |
|
Total |
1,046 |
– |
There have been no significant events subsequent to the balance sheet date that would require additional disclosure in the financial statements.
The financial statements for 2022 were approved for issue by the Board of Directors on 9 March 2023 and are subject to approval by the Annual General Meeting on 12 April 2023.
The Board of Directors proposes that the General Meeting approves that the accumulated deficit of CHF 1,173,234,646 be carried forward to the new account.
|
CHF |
2022 |
|
|
|
|
Accumulated deficit brought forward |
-9,603,831 |
|
Net loss for the period |
-1,163,630,815 |
|
Accumulated deficit to be carried forward |
-1,173,234,646 |