Convertible Loan
This caption corresponds to a long-term interest free convertible loan granted on 26 July 2011, by the Com-pany to its fully owned subsidiary exceet Holding AG (former Helikos AG) for an amount of CHF 132,858,871, being the equivalent of EUR 114,900,000 according to the foreign exchange rate applicable at the date of the transaction.
This loan is repayable in CHF on 30 June 2062, and bears no interest.
The loan shall be subordinated to all present and future obligations of exceet Holding AG whether secured or un-secured and shall, in case of insolvency or a liquidation of exceet Holding AG, rank pari passu with the residual recovery rights of exceet Holding AG shareholder(s).
Under certain circumstances, exceet Holding AG has the exclusive right to convert all or part of the unpaid principal amount of this loan into its shares. The loan is convertible into new exceet Holding AG shares at a fixed ratio determined by dividing the outstanding principal amount of the loan at the conversion date by the par value of exceet Holding AG shares. Rounding differ-ences, if any are repayable in cash to the Company.
At balance sheet date, the outstanding principal amount of the loan amounts to CHF 132,858,871, being the equivalent of EUR 110,494,737 (2013:
EUR 108,226,516) according to the foreign exchange
rate applicable at the end of the balance sheet date.
Accordingly previously recognised foreign exchange related value adjustments of EUR 2,268,220 have been reversed as of 31 December 2014.
At balance sheet date, the fair value of the loan receiv-able from exceet Holding AG is not lower than its net book value as reflected in the Company’s annual ac-counts.
Loan receivable from exceet Group AG
On 25 May 2012, the Company granted an interest bearing loan of EUR 1,000,000 to exceet Group AG, an affiliate of the Company. The interest rate is according to the Swiss Federal Tax Administration. The rate can change annually.
The interest income for the year is EUR 20,000 (2013:
EUR 17,500) and remains unpaid at the balance sheet date.
At balance sheet date, the fair value of the loan receiv-able from exceet Group AG is not lower than its net book value as reflected in the Company’s annual accounts.
Due to the nature of the parties the loan is regarded as long term.
119 EXCEET GROUP SE FINANCIAL STATEMENTS
5. OWN SHARES
The Board of Directors of the Company resolved on 21 November 2011, upon key points of the Management Stock Option Program, pursuant to which up to 450,000 options for the acquisition of Class A Shares can be granted to selected current and future executives of the Company and its affiliated undertakings.
At balance sheet date, the market value of the listed shares of the Company (ISIN LU0472835155) was EUR 5.250 (2013: EUR 5.662) based on the informa-tion made available by the Frankfurt Stock Exchange and also EUR 5.250 (2013: EUR 5.499) based on the
information made available by XETRA. On that basis, the 450,000 unlisted Class A shares held in treasury by the Company at balance sheet date would be valued at EUR 2,362,500 (2013: EUR 2,547,900 according to the Frankfurt Stock Exchange and EUR 2,474,550 based on the value provided by XETRA). A value adjustment (loss) of EUR 112,050 was recognized in financial assets. In prior year a reversal of value adjustment (gain) of EUR 742,050 was recognized in financial assets. The value provided by XETRA of EUR 2,362,500 (2013: EUR 2,474,550) equals the book value at balance sheet date after the value adjustment.
6. EQUITY
Changes in equity are as follows:
(in EUR) Subscribed
capital
Share premium attached to
shares ”Class A Warrants“
Profit or (loss) brought forward
Profit or (loss) for the
financial year Total capital and reserves
Class A 311,960
Class B 79,200
Class C 136,800
Opening balance 1 January 2014 527,960 198,728,074 200,000 198,928,074 4,525,313 (17,468,355) (714,880) 185,798,112
Allocation of prior year result (714,880) 714,880 0
Result for the financial year 1,856,398 1,856,398
Closing balance 31 December 2014 527,960 198,728,074 200,000 198,928,074 4,525,313 (18,183,235) 1,856,398 187,654,510
As at 31 December 2013 and 2014, the Company’s authorized capital, including the issued share capital, is set at EUR 694,266, consisting of a total of 45,675,397 shares out of which may be issued an additional
amount of 10,941,176 Class A Shares. For further details please refer to the exceet Group Consolidated Financial Statements note 13 “Equity”.
Legal Reserve
Under the Luxembourg law, 5% of the net profit of the year, net of any losses brought forward, must be
al-located to a legal reserve until such reserve equals 10% of the issued share capital. This reserve is not available for dividend distribution.
Reserve for own shares
As at 31 December 2014, the Company held 450,000 listed Class A Shares having an acquisition cost of EUR 4,525,313. Accordingly, a non-distributable reserve is maintained for the same amount under the caption
“Reserve for own shares”.
120
(in EUR) 31 December 2014 31 December 2013
Convertible loan 110,494,737 108,226,516
Loan receivable from exceet Group AG 1,052,500 1,032,500
Total amounts owed by affiliated untertakings 111,547,237 109,259,016
4. AMOUNTS OWED BY AFFILIATED
UNDERTAKINGS – FINANCIAL ASSETS
Convertible Loan
This caption corresponds to a long-term interest free convertible loan granted on 26 July 2011, by the Com-pany to its fully owned subsidiary exceet Holding AG (former Helikos AG) for an amount of CHF 132,858,871, being the equivalent of EUR 114,900,000 according to the foreign exchange rate applicable at the date of the transaction.
This loan is repayable in CHF on 30 June 2062, and bears no interest.
The loan shall be subordinated to all present and future obligations of exceet Holding AG whether secured or un-secured and shall, in case of insolvency or a liquidation of exceet Holding AG, rank pari passu with the residual recovery rights of exceet Holding AG shareholder(s).
Under certain circumstances, exceet Holding AG has the exclusive right to convert all or part of the unpaid principal amount of this loan into its shares. The loan is convertible into new exceet Holding AG shares at a fixed ratio determined by dividing the outstanding principal amount of the loan at the conversion date by the par value of exceet Holding AG shares. Rounding differ-ences, if any are repayable in cash to the Company.
At balance sheet date, the outstanding principal amount of the loan amounts to CHF 132,858,871, being the equivalent of EUR 110,494,737 (2013:
EUR 108,226,516) according to the foreign exchange
rate applicable at the end of the balance sheet date.
Accordingly previously recognised foreign exchange related value adjustments of EUR 2,268,220 have been reversed as of 31 December 2014.
At balance sheet date, the fair value of the loan receiv-able from exceet Holding AG is not lower than its net book value as reflected in the Company’s annual ac-counts.
Loan receivable from exceet Group AG
On 25 May 2012, the Company granted an interest bearing loan of EUR 1,000,000 to exceet Group AG, an affiliate of the Company. The interest rate is according to the Swiss Federal Tax Administration. The rate can change annually.
The interest income for the year is EUR 20,000 (2013:
EUR 17,500) and remains unpaid at the balance sheet date.
At balance sheet date, the fair value of the loan receiv-able from exceet Group AG is not lower than its net book value as reflected in the Company’s annual accounts.
Due to the nature of the parties the loan is regarded as long term.
5. OWN SHARES
The Board of Directors of the Company resolved on 21 November 2011, upon key points of the Management Stock Option Program, pursuant to which up to 450,000 options for the acquisition of Class A Shares can be granted to selected current and future executives of the Company and its affiliated undertakings.
At balance sheet date, the market value of the listed shares of the Company (ISIN LU0472835155) was EUR 5.250 (2013: EUR 5.662) based on the informa-tion made available by the Frankfurt Stock Exchange and also EUR 5.250 (2013: EUR 5.499) based on the
information made available by XETRA. On that basis, the 450,000 unlisted Class A shares held in treasury by the Company at balance sheet date would be valued at EUR 2,362,500 (2013: EUR 2,547,900 according to the Frankfurt Stock Exchange and EUR 2,474,550 based on the value provided by XETRA). A value adjustment (loss) of EUR 112,050 was recognized in financial assets.
In prior year a reversal of value adjustment (gain) of EUR 742,050 was recognized in financial assets. The value provided by XETRA of EUR 2,362,500 (2013: EUR 2,474,550) equals the book value at balance sheet date after the value adjustment.
6. EQUITY
Changes in equity are as follows:
(in EUR) Subscribed
capital
Share premium attached to
shares ”Class A Warrants“
Profit or (loss) brought forward
Profit or (loss) for the
financial year Total capital and reserves
Class A 311,960
Class B 79,200
Class C 136,800
Opening balance 1 January 2014 527,960 198,728,074 200,000 198,928,074 4,525,313 (17,468,355) (714,880) 185,798,112
Allocation of prior year result (714,880) 714,880 0
Result for the financial year 1,856,398 1,856,398
Closing balance 31 December 2014 527,960 198,728,074 200,000 198,928,074 4,525,313 (18,183,235) 1,856,398 187,654,510
As at 31 December 2013 and 2014, the Company’s authorized capital, including the issued share capital, is set at EUR 694,266, consisting of a total of 45,675,397 shares out of which may be issued an additional
amount of 10,941,176 Class A Shares. For further details please refer to the exceet Group Consolidated Financial Statements note 13 “Equity”.
Legal Reserve
Under the Luxembourg law, 5% of the net profit of the year, net of any losses brought forward, must be
al-located to a legal reserve until such reserve equals 10%
of the issued share capital. This reserve is not available for dividend distribution.
Reserve for own shares
As at 31 December 2014, the Company held 450,000 listed Class A Shares having an acquisition cost of EUR 4,525,313. Accordingly, a non-distributable reserve is maintained for the same amount under the caption
“Reserve for own shares”.
118 EXCEET GROUP SE FINANCIAL STATEMENTS
EXCEET GROUP SE FINANCIAL STATEMENTS
7. TRADE CREDITORS
This caption includes amounts for invoices payable to suppliers and for accrued charges for invoices received after balance sheet date regarding expenses incurred during the financial year ended 31
Decem-(in EUR) 31 December 2014 31 December 2013
Third party invoices payable 7,105 21,194
Accrued charges for other external charges 0 73,857
Invoice not received for tax compliance services 4,500 10,000
Invoice not received for audit services 16,309 27,775
invoice not received for directors remuneration 133,332 87,500
Other invoices not received 4,600 0
Total trade creditors 165,846 220,326
ber 2014. They are becoming due and payable within one year. The accrued charges for external charges of EUR 73,857 were overstated and have therefore been released through extraordinary income in 2014.
8. OTHER EXTERNAL CHARGES
The other external charges are including mainly costs for Investor Relations, audit fees as well as rent and in-surance charges and fees for tax compliance. The other external charges in 2014 amounted to EUR 222,435
(2013: EUR 281,024). The difference comparing to prior year is mainly the result that there were no legal fees in 2014 (2013: EUR 53,560).
9. OTHER OPERATING CHARGES
The other operating charges result mainly from the compensation of the Company’s independent directors for their services on its Board of Directors as well as the annual charges of CSSF and charges for listing to the Frankfurt Stock Exchange. The adjusted
compensa-tion of the Company’s independent directors for their services on its Board of Directors is the reason for the difference comparing to prior year. For further details to the compensation please refer to note 10.
121 EXCEET GROUP SE FINANCIAL STATEMENTS
11. OFF-BALANCE SHEET COMMITMENTS
Warrants
Each Public or Founder Warrant gives the holder the right to receive one Public Share upon surrender of a number of Warrants as detailed in the prospectus. All Warrants may be exercised on a cashless basis only.
At the balance sheet date, there are 20,000,000 units outstanding.
Commitment to pay the remaining amount of exceet Holding AG’s unpaid capital
The Company commits itself at the first request of the Board of Directors of exceet Holding AG to pay up the
rest of this contribution. Such commitment represents CHF 50,000 (EUR 41,583) pursuant to the foreign ex-change rate applicable as at 31 December 2014.
Letter of guarantee
The Company has issued a letter of guarantee for ex-ceet Card AG in the amount of EUR 1,300,000. Further to that the company has issued a letter of guarantee for exceet Secure Solutions AG (former: AuthentiDate International AG) to one of exceet Secure Solutions AG suppliers to guarantee due performance of business agreements.
12. SUBSEQUENT EVENTS
The decision of the Swiss National Bank on 15 January 2015 to discontinue the minimum exchange rate of CHF 1.20 per Euro led to a significant decrease of the CHF/EUR exchange rate. As this is an event after the balance sheet date of 31 December 2014, the impact has not been included in the financial statement of the Company.
Main influence for the Company’s profit or loss ac-counts results from the convertible loan in CHF with
10. EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES
An amount of EUR 133,332 (2013 EUR 87,500) has been booked but not yet paid to the members of the manage-ment (Board of Directors) for the financial year 2014 (for further details please refer to the Consolidated Financial Statements note 32 “Remuneration of members of Board
of Directors and the Management Board”).
For details to the Management Stock Option Program please refer to the Consolidated Financial Statements note 16 “Share-based payments”.
exceet Holding AG, which would be revaluated up to the historic exchange rate used at the date of the transac-tions. Should the EUR strengthen against the CHF with a higher exchange rate then the date of transaction, a loss would be recorded. Otherwise the Company does not expect any other material risk resulting from the change in the CHF/EUR exchange rate.
There are no other subsequent events.
122
7. TRADE CREDITORS
This caption includes amounts for invoices payable to suppliers and for accrued charges for invoices received after balance sheet date regarding expenses incurred during the financial year ended 31
Decem-(in EUR) 31 December 2014 31 December 2013
Third party invoices payable 7,105 21,194
Accrued charges for other external charges 0 73,857
Invoice not received for tax compliance services 4,500 10,000
Invoice not received for audit services 16,309 27,775
invoice not received for directors remuneration 133,332 87,500
Other invoices not received 4,600 0
Total trade creditors 165,846 220,326
ber 2014. They are becoming due and payable within one year. The accrued charges for external charges of EUR 73,857 were overstated and have therefore been released through extraordinary income in 2014.
8. OTHER EXTERNAL CHARGES
The other external charges are including mainly costs for Investor Relations, audit fees as well as rent and in-surance charges and fees for tax compliance. The other external charges in 2014 amounted to EUR 222,435
(2013: EUR 281,024). The difference comparing to prior year is mainly the result that there were no legal fees in 2014 (2013: EUR 53,560).
9. OTHER OPERATING CHARGES
The other operating charges result mainly from the compensation of the Company’s independent directors for their services on its Board of Directors as well as the annual charges of CSSF and charges for listing to the Frankfurt Stock Exchange. The adjusted
compensa-tion of the Company’s independent directors for their services on its Board of Directors is the reason for the difference comparing to prior year. For further details to the compensation please refer to note 10.
11. OFF-BALANCE SHEET COMMITMENTS
Warrants
Each Public or Founder Warrant gives the holder the right to receive one Public Share upon surrender of a number of Warrants as detailed in the prospectus. All Warrants may be exercised on a cashless basis only.
At the balance sheet date, there are 20,000,000 units outstanding.
Commitment to pay the remaining amount of exceet Holding AG’s unpaid capital
The Company commits itself at the first request of the Board of Directors of exceet Holding AG to pay up the
rest of this contribution. Such commitment represents CHF 50,000 (EUR 41,583) pursuant to the foreign ex-change rate applicable as at 31 December 2014.
Letter of guarantee
The Company has issued a letter of guarantee for ex-ceet Card AG in the amount of EUR 1,300,000. Further to that the company has issued a letter of guarantee for exceet Secure Solutions AG (former: AuthentiDate International AG) to one of exceet Secure Solutions AG suppliers to guarantee due performance of business agreements.
12. SUBSEQUENT EVENTS
The decision of the Swiss National Bank on 15 January 2015 to discontinue the minimum exchange rate of CHF 1.20 per Euro led to a significant decrease of the CHF/EUR exchange rate. As this is an event after the balance sheet date of 31 December 2014, the impact has not been included in the financial statement of the Company.
Main influence for the Company’s profit or loss ac-counts results from the convertible loan in CHF with
10. EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES
An amount of EUR 133,332 (2013 EUR 87,500) has been booked but not yet paid to the members of the manage-ment (Board of Directors) for the financial year 2014 (for further details please refer to the Consolidated Financial Statements note 32 “Remuneration of members of Board
of Directors and the Management Board”).
For details to the Management Stock Option Program please refer to the Consolidated Financial Statements note 16 “Share-based payments”.
exceet Holding AG, which would be revaluated up to the historic exchange rate used at the date of the transac-tions. Should the EUR strengthen against the CHF with a higher exchange rate then the date of transaction, a loss would be recorded. Otherwise the Company does not expect any other material risk resulting from the change in the CHF/EUR exchange rate.
There are no other subsequent events.
120 EXCEET GROUP SE FINANCIAL STATEMENTS
EXCEET GROUP SE FINANCIAL STATEMENTS
AUDIT REPORT
To the Shareholders of exceet Group SE
115, avenue Gaston Diderich L-1420 Luxembourg