Annual Report. Ellevio Holding 4 AB for the financial year of 26 February December 2015

Transcription

1 Annual Report Ellevio Holding 4 AB for the financial year of 26 February December 2015

2 Corp ID (10) ANNUAL REPORT FOR ELLEVIO HOLDING 4 AB This document is a translation of the original, published in Swedish. In cases of any discrepancies between the Swedish and English versions, or in any other context, the Swedish original shall have precedence. The board of directors of Ellevio Holding 4 AB present herein the annual report for the financial year beginning 26 February 2015 and ending 31 December 2015, which is the company s first financial year. Directors report Ownership structure Ellevio Holding 4 AB is a wholly owned subsidiary of Ellevio Holding 3 AB, corporate ID number Consolidated financial statements are prepared by Ellevio Holding 1, corporate ID number Operations The business of Ellevio Holding 4 AB is to manage real- and movable property (including shares in Group companies) and engage in related business, directly or through Group companies. The registered office of the board of directors is in the municipality and county of Stockholm. Significant events during and after the financial year Ellevio Holding 4 AB was formed 26 February In conjunction with its formation, the company acquired all shares in Ellevio Sverige AB, corporate ID number Ellevio Sverige AB, corp. ID , finalised the purchase of all shares in Ellevio AB, corp. ID , from Fortum Sweden AB, corp. ID , on 1 June Ellevio Sverige AB and Ellevio AB were merged effective 1 December In conjunction with the merger, Ellevio Sverige AB transferred all rights and obligations under the share transfer agreement between Fortum Sweden AB and Ellevio Sverige AB, dated 13 March 2015, to Ellevio Holding 4 AB. Ellevio Holding 4 AB owns all shares in Ellevio AB, corp. ID See also Note 13 Group composition. No significant events have occurred since the end of the financial year. Proposed allocation of profit The board of directors proposes allocation of profit available for distribution (SEK) as follows: Shareholder contribution 7,335,151,546 Loss for the year -63,375 7,335,088,171 Retained 7,335,088,171 Further information on the company s performance and financial position in other respects is provided in the following financial statements, supplementary disclosures and notes to the accounts. Unless otherwise stated, all amounts in the annual report are stated in SEK thousands. Due to rounding up of amounts to the nearest thousand Swedish kronor, some totals may not be exactly equal to the sum of sub-totals.

3 2 (10) Income statement KSEK Note 26 Feb 2015 (10 months) Operating expenses 1, 2 Other expenses 3-81 Operating loss -81 Net financial income/expense Other interest income from Group companies 2, 4 958,542 Interest expense to Group companies 2, 5-958,542 0 Loss after net financial income/expense -81 Loss before tax -81 Tax 6 18 Net loss for the year -63

4 3 (10) Balance sheet KSEK Note 31 Dec 2015 ASSETS Non-current assets Non-current financial assets Investments in Group companies 2, 7, 8 7,335,202 Receivables from Group companies 2, 9 20,427,046 Deferred tax assets 18 27,762,266 Total non-current assets 27,762,266 Current assets Current receivables Receivables from Group companies 38,643 38,643 Total current assets 38,643 TOTAL ASSETS 27,800,909

5 4 (10) Balance sheet KSEK Note 31 Dec 2015 EQUITY AND LIABILITIES Equity 10 Restricted equity Share capital Non-restricted equity Retained earnings 7,335,152 Net profit for the year -63 7,335,089 Total equity 7,335,139 Non-current liabilities 11 Liabilities to Group companies 20,427,046 Total non-current liabilities 20,427,046 Current liabilities Liabilities to Group companies 38,668 Accrued expenses and deferred income Total current liabilities 38,724 TOTAL EQUITY AND LIABILITIES 27,800,909 Memorandum items Pledged assets Shares in the subsidiary Ellevio AB 7,335,202 Receivables arising from intercompany loans to Ellevio AB 20,487,256 Contingent liabilities None

6 5 (10) Supplementary disclosures Accounting and measurement policies General information Ellevio Holding 4 AB (corp. ID ) is a limited liability company whose registered office is in Stockholm. The address of the head office is Hangövägen 19, Stockholm. As permitted under chapter 7, section 2 of the Swedish Annual Accounts Act, consolidated financial statements are not prepared for Ellevio Holding 4 AB and subsidiaries. Consolidated financial statements are prepared for Ellevio Holding 1 AB (corp. ID ) whose registered office is in Stockholm and which is the parent of the largest corporate group of which Ellevio Holding 4 AB is a member. The consolidated financial statements are available from Ellevio Holding 1 AB, Stockholm. Ellevio Holding 3 AB (corporate ID number ) is the parent of the smallest corporate group of which Ellevio Holding 4 AB is a member. The annual report was prepared in accordance with the Swedish Annual Accounts Act and BFNAR 2012:1 Annual Accounts and Consolidated Financial Statements, issued by the Swedish Accounting Standards Board. Measurement policies Assets, provisions and liabilities have been recognised at cost unless otherwise indicated. Revenue Revenue is measured at the fair value of consideration received or receivable. Other revenue earned is recognised as follows: Interest income: in accordance with effective return. Dividends received: when the right to receive dividends is established. Income tax Recognised income tax includes tax payable or receivable for the current year, adjustments arising from current tax in previous years and deferred tax. All tax liabilities/assets are measured at their nominal amounts and in accordance with tax regulations and tax rates that have been adopted or have been announced and are highly likely to be adopted. Taxes are recognised in profit and loss except when the underlying transaction is recognised directly in equity, in which case the associated tax effect is recognised in equity. Deferred tax is measured using the balance sheet liability method, which is based on temporary differences between the tax base of an asset or liability and its carrying amount in the balance sheet. Deferred tax assets arising from deductible temporary differences and loss carryforwards are recognised only to the extent that it is probable that taxable profit will be available against which the amounts can be utilised. Financial instruments A financial asset or financial liability is recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument. A financial asset is derecognised when the contractual right to the cash flows from the asset expires, settled or when the company has relinquished control over the asset. A financial liability, or part of a financial liability, is derecognised when the contractual obligation is discharged or otherwise expires. At initial recognition, current assets and current liabilities are measured at cost. At initial recognition, non-current receivables and non-current liabilities are measured at amortised cost. Borrowing costs are allocated to accounting periods as part of the interest expense of the loan.

7 6 (10) Subsequent to initial recognition, current assets are measured using the lower of cost or market method, i.e., the lower of cost and net realisable value at the balance sheet date. Current liabilities are measured at their nominal amount. Subsequent to initial recognition, non-current receivables and non-current liabilities are measured at amortised cost. Amortised cost Amortised cost refers to the amount at which the asset or liability is measured at initial recognition minus principal repayments, plus or minus the cumulative amortisation of the initial difference between the amount received/paid and the amount payable/receivable at maturity and less impairment losses. Impairment of financial assets General principles At each balance sheet date, an assessment is made to determine whether there is any indication of decline in value for one or more financial assets. If there is such an indication, the recoverable amount of the asset is estimated. Estimation of the recoverable amount The recoverable amount is the higher of fair value less costs to sell and value in use. In measuring value in use, future cash flows are discounted using a discount rate that reflects the current market assessment of the time value of money (the risk-free rate of interest) and the risks associated with the asset or the cash generating unit. Measurement is performed per asset or cash generating unit. Reversals of impairment losses Impairments of financial assets are reversed if the basis for the impairment has changed. Dividends from subsidiaries Dividends from subsidiaries are recognised in revenue when the parent s right to receive the dividend is established and the amount can be reliably estimated. Receivables Receivables that mature more than 12 months after balance sheet date are recognised as non-current assets. All other receivables are recognised as current receivables. Receivables are recognised in the amounts at which they are expected to be received. Receivables and liabilities denominated in foreign currency Receivables and liabilities denominated in foreign currency have been translated at the closing day rate and unrealised exchange gains or losses are included in profit or loss. Foreign exchange gains (losses) on operating receivables and liabilities are recognised in the same item of income and expense as that to which the income or expense refers. Foreign exchange differences related to financial assets and liabilities are recognised in net financial income and expenses. Current investments In accordance with the Swedish Annual Accounts Act, current investments are measured at the lower of cost and net realisable value. Significant estimates and judgements There were no estimates or judgements assessed as material in the financial statements.

8 7 (10) Notes KSEK Note 1 Intercompany purchases and sales 26 Feb 2015 Purchases from other Group companies as a percentage of total purchases for the year % Sales to other Group companies as a percentage of total sales for the year 0.00 % Note 2 Related party transactions Information concerning related party transactions is provided in Notes 1, 4, 5, 7, 8, 9 and 11. Note 3 Remuneration to auditors Audit engagement refers to audit of the annual report and accounting records the management of the company by the board of directors, other tasks required of the company s auditors and providing advice or other assistance as a result of observations during the audit or the implementation of such other tasks. 26 Feb 2015 Audit engagement, Deloitte AB Note 4 Other interest income and comparable items 26 Feb 2015 Intercompany interest income 958, ,542 Note 5 Interest expense and comparable items 26 Feb 2015 Intercompany interest expense 958, ,542

9 8 (10) Note 6 Tax 26 Feb 2015 Deferred tax -18 Total recognised tax Feb 2015 Recognised profit or loss before tax -81 Tax expense, 22% -18 Recognised tax expense -18 Note 7 Investments in Group companies 31 Dec 2015 Cost at 26 February - Acquisitions 50 Shareholder contribution 7,335,152 Accumulated cost at 31 December 7,335,202 Carrying amount at 31 December 7,335,202 Note 8 Specification of investments in Group companies Name Share of equity Share of votes Number of shares Carrying amount 31 Dec 2015 Ellevio AB 100% 100% 30 7,335,202 7,335,202 Corp. ID no. Reg. office Equity Profit or loss Ellevio AB Stockholm 6,162,721 15,463,417 During the period, the company s subsidiary Ellevio Sverige AB (corporate ID number ) was merged with the sub-subsidiary Ellevio AB. The transaction was executed through the provision of merger consideration by Ellevio AB. The company received 30 shares in Ellevio AB in exchange for the shares in Ellevio Sverige AB. The carrying amount of equity in Ellevio Sverige AB has thus been redistributed to shares in Ellevio AB.

10 9 (10) Note 9 Receivables from Group companies 31 Dec 2015 Interest-bearing loans to Group companies 20,427,046 20,427,046 Note 10 Equity Share Retained Loss capital for the year Deposited share capital 50 Shareholder contribution 7,335,152 Net loss for the year -63 Amount at 31 December 50 7,335, The company has a total of 50,000 shares. The quotient value is SEK 1 per share. Note 11 Non-current loans 31 Dec 2015 Maturity within 10 years 2,939,790 Maturity later than 10 years 17,487,256 20,427, % of the loans that mature within 10 years mature in 6.5 years. 100% of the loans that mature later than 10 years mature in 24.5 years. NOTE 12 Accrued expenses and deferred income 31 Dec 2015 Accrued audit and consultation fees 56 56

11 10 (10) Note 13 Group composition At 31 December 2015, the following subsidiaries were included in the Group: Name Corp. ID no. Business Holding (%) Ellevio Holding 1 AB Management of real- and movable property 100% Ellevio Holding 2 AB Management of real- and movable property 100% Ellevio Holding 3 AB Management of real- and movable property 100% Ellevio Holding 4 AB Management of real- and movable property 100% Ellevio AB Electricity distribution 100% Laforsen Produktionsnät AB Electricity distribution 60% Stockholm, 19 April 2016 Ralph Berg Oskar Backman Bengt Hellström Jens Henriksson Colin Hood Sören Mellstig Chairman of the Board Nicola Shaw Auditor s endorsement Our audit report was submitted 19 April Deloitte AB Kristian Stensjö Authorised public accountant

12 AUDITOR S REPORT To the annual meeting of the shareholders of Ellevio Holding 4 AB Corporate identity number Report on the annual accounts We have audited the annual accounts of Ellevio Holding 4 AB for the financial year Responsibilities of the Board of Directors for the annual accounts The Board of Directors are responsible for the preparation and fair presentation of these annual accounts in accordance with the Annual Accounts Act and for such internal control as the Board of Directors determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company s preparation and fair presentation of the annual accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the annual accounts. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of Ellevio Holding 4 AB as of 31 December 2015 and of its financial performance for the financial year then ended in accordance with the Annual Accounts Act. The statutory administration report is consistent with the other parts of the annual accounts. Report on other legal and regulatory requirements In addition to our audit of the annual accounts, we have also audited the proposed appropriations of the company s profit or loss and the administration of the Board of Directors of Ellevio Holding 4 AB for the financial year Responsibilities of the Board of Directors The Board of Directors is responsible for the proposal for appropriations of the company s profit or loss, and the Board of Directors are responsible for administration under the Companies Act. Auditor s responsibility Our responsibility is to express an opinion with reasonable assurance on the proposed appropriations of the company s profit or loss and on the administration based on our audit. We conducted the audit in accordance with generally accepted auditing standards in Sweden. As a basis for our opinion on the Board of Directors proposed appropriations of the company s profit or loss, we examined whether the proposal is in accordance with the Companies Act. As a basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts, we examined significant decisions, actions taken and circumstances of the company in order to determine whether any member of the Board of Directors is liable to the company. We also examined whether any member of the Board of Directors has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions. Opinions We recommend to the annual meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors be discharged from liability for the financial year. Stockholm 19th April 2016 Deloitte AB Signature on Swedish original Kristian Stensjö Authorized public accountant We therefore recommend that the annual meeting of shareholders adopt the income statement and balance.