| |
|
|
|
|
|
|
| Notes to the financial statements 2003 |
| |
| 1. Accounting principles |
| |
The financial statements of Actelion Ltd have been prepared in accordance with the accounting principles as prescribed by Swiss Company Law.
|
|
|
| |
| |
|
Company
| | Country
| | Location
| | Ownership Interest | | Consolidation method | | Function
| | Share Capital
| |
| Actelion Pharmaceuticals Australia Pty Ltd | | Australia | | Sydney | | 100% | | Full | | Sales | | AUD 2,016,667 | |
| Actelion Pharmaceuticals Austria GmbH | | Austria | | Vienna | | 100% | | Full | | Sales | | EUR 35,000 | |
| Actelion Pharmaceuticals do Brasil Ltda | | Brazil | | Rio de Janeiro | | 100% | | Full | | Sales | | BRL 376,444 | |
| Actelion Pharmaceuticals Canada Inc | | Canada | | Laval | | 100% | | Full | | Sales | | CAD 2,600,000 | |
| Actelion Pharmaceuticals France SAS | | France | | Paris | | 100% | | Full | | Sales | | EUR 500,000 | |
| Actelion Pharmaceuticals Deutschland GmbH | | Germany | | Freiburg | | 100% | | Full | | Sales | | EUR 4,500,000 | |
| Actelion Pharmaceuticals Hellas SA | | Greece | | Chalandri | | 100% | | Full | | Sales | | EUR 421,500 | |
| Actelion Pharmaceuticals Italia S r l | | Italy | | Milan | | 100% | | Full | | Sales | | EUR 2,015,000 | |
| Actelion Pharmaceuticals Japan Ltd | | Japan | | Tokyo | | 100% | | Full | | Sales, Development | | JPY 95,000,000 | |
| Actelion Pharmaceuticals Nederland BV | | Netherlands | | Woerden | | 100% | | Full | | Sales | | EUR 50,000 | |
| Actelion Pharmaceuticals Espana SL | | Spain | | Barcelona | | 100% | | Full | | Sales | | EUR 127,100 | |
| Actelion Pharmaceuticals Sverige AB | | Sweden | | Danderyd | | 100% | | Full | | Sales | | SEK 1,000,000 | |
| Actelion Pharmaceuticals Ltd (CH) | | Switzerland | | Allschwil | | 100% | | Full | | Research,
Marketing,
Development,
Sales,
Production | | CHF 614,610 | |
| Actelion Pharmaceuticals UK Ltd | | United Kingdom | | London | | 100% | | Full | | Sales | | GBP 250,000 | |
| Actelion Registration Ltd | | United Kingdom | | London | | 100% | | Full | | Holder marketing authorization EU | | GBP 0 | |
| Actelion Pharmaceuticals US Inc | | United States | | South San Francisco | | 100% | | Full | | Sales | | USD 5,000 | |
| Hesperion Ltd | | Switzerland | | Allschwil | | 69.1% | | Full | | Clinical Research | | CHF 140,000 | |
| Actelion Paris Organisation SAS | | France | | Paris | | 100% | | Full | | Marketing | | EUR 200,000 | |
| Actelion Clinical Operations, Inc. | | United States | | Cherry Hill, New Jersey | | 100% | | Full | | Clinical Research | | USD 1,000 | |
| Actelion Finance SCA | | Luxembourg | | Luxembourg | | 100% | | Full | | Financing | | EUR 31,000 | |
| Axovan Ltd | | Switzerland | | Allschwil | | 100% | | Full | | Research | | CHF 2,271,750 | |
|
|
| |
|
|
|
|
|
|
| 3. Share Capital |
| |
At December 31, 2003, the issued share capital amounts to CHF 54,377,870 consisting of 21,751,148 common shares (including 13,500 treasury shares) with a nominal value of CHF 2.50 each. The shares are registered and fully paid-up. Each share is entitled to one vote.
|
|
|
| |
|
|
|
|
|
|
| 4. Conditional Capital |
| |
Since inception the Company has created conditional capital for the establishment of stock option plans, convertible bonds as well as for the potential issuance of shares in relation with certain credit facilities. At December 31, 2003 the Company has conditional capital of CHF 11.9 million.
Movements in conditional capital are as follows:
|
|
|
| |
| |
|
| (in CHF thousands) | | | |
| January 1, 2002 | | 9,434 | |
| Creation of conditional capital for Employee Stock Option Plans | | 1,250 | |
| Creation of conditional capital for convertible bonds/loans | | 2,120 | |
| Exercise of options | | (604) | |
| December 31, 2002 | | 12,200 | |
| Creation of conditional capital for Employee Stock Option Plans | | 625 | |
| Exercise of options | | (937) | |
| December 31, 2003 | | 11,888 | |
|
|
| |
|
|
|
|
|
|
| 5. Authorized Capital |
| |
The Annual General Meeting of April 23, 2003 authorized the company to create share capital to be used for strategic purposes. The Board of Directors is authorized to increase until April 23, 2005 the share capital by an amount of not more than CHF 10,000,000 by issuance of not more than CHF 4,000,000 fully paid-in registered shares with a nominal value of CHF 2.50 per share.
|
|
|
| |
|
|
|
|
|
|
| 6. Treasury Shares |
| |
During 2003 the Group had no transactions in treasury shares. At December 31, 2003 the Group had 13,500 shares with an average purchase price of CHF 75.41.
|
|
|
| |
|
|
|
|
|
|
| 7. Guarantees |
| |
On December 5, 2003 Actelion Ltd has issued a first demand guarantee of up to EUR 1,100,000 to Deutsche Bank for their credit facility with Actelion Pharmaceuticals Germany GmbH.
In October 2003, Actelion Finance SCA issued a CHF 143.8 million convertible bond (the “Bond“). Under the guarantee agreement signed on October 15, 2003, Actelion Ltd unconditionally guarantees the due payment of the amounts payable by Actelion Finance SCA pursuant to the terms of the Bond, or, upon conversion of the bonds, the due delivery of the shares and/or cash payment for fractions.
|
|
|
| |
|
|
|
|
|
|
| 8. Significant Shareholders |
| |
According to the information available to the Board of Directors the following shareholders held a significant percentage of shares:
|
|
|
| |
| |
|
| Name | | 2003 | | 2002 | |
| | | Percentage of share capital | | Percentage of voting rights | | Percentage of share capital | | Percentage of voting rights | |
| Management and Directors* | | **11.8 | | **11.8 | | **14.2 | | **14.2 | |
| Rudolf Maag | | 6.7 | | 6.7 | | 6.6 | | 6.6 | |
| Deutsche Bank AG Nominees | | ***– | | ***– | | 5.0 | | 5.0 | |
| Chase Nominees Ltd | | 9.6 | | 5.0 | | 8.4 | | 5.0 | |
| OrbiMed Advisors | | ***– | | ***– | | 8.5 | | 5.0 | |
| Biotech Invest SA | | 8.7 | | 8.7 | | 5.2 | | 5.2 | |
| Fidelity Management & Research Co. | | 7.4 | | 5.0 | | ***– | | ***– | |
| Fidelitiy International Ltd | | 7.5 | | 5.0 | | ***– | | ***– | |
|
|
| |
|
|
| |
|
|
|
|
|
|
| 9. Proposed Appropriation of Available Earnings |
| |
|
|
| |
| |
|
| | | 2003 | | 2002 | |
| Retained earnings at beginning of the year | | (3,171) | | (1,881) | |
| Net income / (loss) for the year | | 6,765 | | (1,290) | |
 | | | | | |
| Total available earnings carried forward | | 3,594 | | (3,171) | |
| | | | | |
| Balance to be carried forward | | 3,594 | | (3,171) | |
|
|
|
