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Notes to the Financial Statements 2002
1. Accounting principles
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The financial statements of Actelion Ltd have been prepared in accordance with the accounting principles as prescribed by Swiss Company Law.
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| Company |
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Country |
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Location |
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Ownership Interest |
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Function |
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Share Capital |
| Actelion Pharmaceuticals Australia Pty Ltd |
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Australia |
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Sydney |
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100 % |
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Sales |
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AUD 2,016,667 |
Actelion Pharmaceuticals
Austria GmbH |
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Austria |
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Vienna |
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100 % |
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Sales |
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EUR 35,000 |
Actelion Pharmaceuticals
do Brasil Ltda |
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Brazil |
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Rio de Janeiro |
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100 % |
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Sales |
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BRL 376,444 |
Actelion Pharmaceuticals
Canada Inc |
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Canada |
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Laval |
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100 % |
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Sales |
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CAD 2,600,000 |
Actelion Pharmaceuticals
France SAS |
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France |
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Paris |
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100 % |
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Sales |
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EUR 200,000 |
Actelion Pharmaceuticals
Deutschland GmbH |
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Germany |
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Freiburg |
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100 % |
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Sales |
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EUR 1,000,000 |
Actelion Pharmaceuticals
Hellas SA |
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Greece |
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Chalandri |
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100 % |
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Sales |
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EUR 84,300 |
Actelion Pharmaceuticals
Italia S r l |
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Italy |
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Milan |
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100 % |
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Sales |
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EUR 15,000 |
Actelion Pharmaceuticals
Japan Ltd |
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Japan |
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Tokyo |
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100 % |
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Sales |
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JPY 95,000,000 |
Actelion Pharmaceuticals
Nederland BV |
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Netherlands |
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Hoofddorp |
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100 % |
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Sales |
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EUR 50,000 |
Actelion Pharmaceuticals
Espana SL |
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Spain |
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Barcelona |
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100 % |
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Sales |
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EUR 3,100 |
Actelion Pharmaceuticals
Sverige AB |
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Sweden |
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Danderyd |
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100 % |
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Sales |
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SEK 1,000,000 |
Actelion Pharmaceuticals Ltd (CH)
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Switzerland |
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Allschwil |
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100 % |
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Research, Development, Production, Marketing |
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CHF 614,610 |
| Actelion Pharmaceuticals UK Ltd |
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United Kingdom |
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London |
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100 % |
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Sales |
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EUR 250,000 |
Actelion Registration Ltd |
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United Kingdom |
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London |
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100 % |
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Holder marketing authorization EU |
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GBP 0 |
| Actelion Pharmaceuticals US Inc |
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United States |
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South San Francisco |
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100 % |
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Sales |
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USD 5,000 |
Hesperion Ltd |
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Switzerland |
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Allschwil |
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69.1 % |
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Clinical research |
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CHF 140,000 |
| Axovan AG |
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Switzerland |
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Allschwil |
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8.6 % |
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Research |
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CHF 1,875,490 |
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3. Share capital
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At December 31, 2002, the issued share capital amounts to CHF 53,441,398 consisting of 21,376,559 common shares (including 13,500 treasury shares) with a nominal value of CHF 2.50 each. The shares are registered and fully paid-up.
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4. Conditional capital
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Since inception the Company has created conditional capital for the stablishment of stock option plans, convertible bonds as well as for the potential issuance of shares in relation with certain credit facilities. At December 31, 2002 the Company has conditional capital of CHF 12,200,202.
Movements in conditional capital are as follows:
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| [CHF] |
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| January 1, 2001 |
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12,314,700 |
| Creation of conditional capital for Employee Stock Option Plans |
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500,000 |
| Creation of conditional capital for convertible bonds/loans |
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780,000 |
| Exercise of options and warrant |
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(4,160,250) |
| December 31, 2001 |
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9,434,450 |
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| Creation of conditional capital for Employee Stock Option Plans |
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1,250,000 |
| Creation of conditional capital for convertible bonds/loans |
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2,120,000 |
| Exercise of options |
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(604,248) |
| December 31, 2002 |
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12,200,202 |
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5. Authorized capital
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The Annual General Meeting of April 19, 2002 authorized the Company to create capital to be used for strategic purposes. The Board of Directors is authorized to increase until April 19, 2004 the share capital by an amount of not more than CHF 3,000,000 by issuance of not more than 1,200,000 fully paid-in registered shares with a nominal value of CHF 2.50 per share.
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6. Treasury shares
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During 2002 the Group bought 31,500 of its own shares with an average purchase price of CHF 73.11 and sold 18,000 shares with an average sales price of CHF 74.43. At December 31, 2002 the Group had 13,500 shares with an average purchase price of CHF 75.41.
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7. Significant shareholders
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According to the information available to the Board of Directors the following shareholders held a significant percentage of shares:
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| Name |
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2002 |
2001 |
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Percentage of
share capital |
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Percentage of
voting rights |
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Percentage of share capital |
Percentage of voting rights |
| Management and Directors* |
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14.2** |
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14.2** |
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20.3 |
20.3 |
| Rudolf Maag |
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6.6 |
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6.6 |
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| Deutsche Bank AG Nominees |
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5.0 |
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5.0 |
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6.2 |
5.0 |
| Chase Nominees Ltd |
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8.4 |
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5.0 |
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6.2 |
5.0 |
| OrbiMed Advisors |
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8.5 |
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5.0 |
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5.2 |
5.2 |
| Biotech Invest SA |
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5.2 |
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5.2 |
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5.2 |
5.2 |
*No individual has a holding exceeding 5 %
**Total excluding Rudolf Maag
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Proposed appropriation of available earnings
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| Available earnings |
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2002 |
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2001 |
| Retained earnings at the beginning of the year |
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(1,880,636) |
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2,061,498 |
| Net loss for the year |
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(1,289,900) |
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(3,942,134) |
| Total loss carried forward |
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(3,170,536) |
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(1,880,636) |
Appropriation to general legal reserve |
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– |
| Balance to be carried forward |
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(3,170,536) |
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(1,880,636) |
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