Liquidation Financial Statements as of March 20, 2009



Similar documents
Rella Holding A/S in liquidation CVR-No Final Liquidation Accounts 1 January July 2015

30 June Scandinavian Private Equity A/S CVR no ARTICLES OF ASSOCIATION

June 2009 THE DANISH ACT ON PUBLIC AND PRIVATE LIMITED LIABILITY COMPANIES AMENDMENTS

Offer to the shareholders for the buy-back of Class B shares

Articles of Association

Articles of Association

Unauthorised translation ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no )

Articles of association of Solar A/S

Articles of Association of Auriga Industries A/S CVR no Page 1 of 8

Per AarsleffA/S in the course offormation

NunaMinerals: Notice of extraordinary general meeting

Koda Financial Statements for 2014

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no )

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no )

Announcement of prospectus and offer to the shareholders of CSE

Articles of Association of Bang & Olufsen a/s CVR no

RNS Number : 4336R 3Legs Resources plc 29 June 2015

Solae Denmark ApS. Annual Report for the period 1 January December 2014

TORM A/S Notice and complete proposals for an Extraordinary General Meeting on 29 June 2015

HEMONTO A/S ÅBOULEVARDEN 21, 8000 DK-AARHUS C

Appendix 1 to notice to convene the EGM proposed new Articles of Association (the complete proposals with track changes)

Tuborg Havnevej 18 DK-2900 Hellerup, Denmark Tel.: / Fax:

CARLSBERG ANNOUNCES A DKK 30.5 BILLION 1:1 RIGHTS ISSUE WITH A SUBSCRIPTION PRICE OF DKK 400

Net interest-bearing debt at 30 June 2015 was DKK 560 million (30 June 2014: DKK 595 million).

Koda Financial Statements for 2013

Dhanamitr Factoring Public Company Limited (Formerly: Dhanamitr Factoring Company Limited)

Vestas Wind Systems A/S Company reg. No Vestas internal protocol

LANDIC PROPERTY BONDS VIII (SVERIGE II) Annual report for 2008

Offer document. Voluntary public offer to the shareholders of: Mols-Linien A/S Company registration No. (CVR)

Management's Responsibility for the Financial Statements

THIS REPORT HAS BEEN TRANSLATED FROM THE GREEK ORIGINAL VERSION

CROSSWORD CYBERSECURITY PLC

MOHAMMAD AL MOJIL GROUP COMPANY (A SAUDI JOINT STOCK COMPANY) FINANCIAL STATEMENTS AND AUDITORS REVIEW REPORT FOR THE YEAR ENDED DECEMBER 31, 2010

CARLSBERG. Articles of Association. with latest amendments as of 12 March 2009

Contents. Audit report on the Company financial statements 120. Directors statement of responsibility 69

FINANCIAL STATEMENTS. Alberta Beverage Container Recycling Corporation. Contents

Company Announcement No. 320, Notice of annual general meeting of H+H International A/S. 23 March 2015

Hotelinvest Kalvebod A/S

Consolidated Statement of Financial Position

RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS, THE EXECUTIVE CHAIRMAN AND THE GENERAL MANAGER IN DOLPHIN GROUP ASA

Condensed Interim Financial Statements of MANITOU GOLD INC. Three months ended March 31, 2011 (Unaudited prepared by management)

VC - Sample Term Sheet

Closing Announcement of First Quarter of the Fiscal Year Ending March 31, 2016 [Japanese Standards] (Consolidated)

HEALTHCARE EMPLOYEES BENEFITS PLAN - MANITOBA - EMPLOYEE ASSISTANCE PLAN

file:///c:/users/el/downloads/draftannouncement html

Abbey plc ( Abbey or the Company ) Interim Statement for the six months ended 31 October 2007

Fonds - A Guide to Independent Valuation

Condensed Interim Financial Statements Fiscal 2013 First Quarter (Unaudited) For the three months ended July 31, 2012 and 2011

Interim Financial Statements. Opsens Inc. (after merger) Three-month period ended November 30, 2006

Interim Financial Report Q3 2007

Guidelines on Incentive Payment of Pandora A/S

Popular Life First Mutual Fund. Auditors' report and financial statements for the year ended 30 June 2013

SUMMIT RESOURCES PLC INTERIM REPORT FOR THE SIX MONTHS ENDING 30 JUNE Registered Number

Summary of Consolidated Financial Results for the Year Ended March 31, 2016 (Based on Japanese GAAP)

United Kingdom: Alternative Investment Market ( AIM ) - IPO Overview

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2012.

NOVA SCOTIA STRATEGIC OPPORTUNITIES FUND INCORPORATED

How To Write An Audit On Jet Airways Training Academy

Report and Non-Statutory Accounts

DUBLIN CORE METADATA INITIATIVE LIMITED (Co. Reg. No C) (Incorporated in the Republic of Singapore)

Pursuit Management, Inc. dba: MobileSpike Technologies, Inc. Financial Statements and Independent Accountants Review Report December 31, 2015 and

PONSSE PLC, STOCK EXCHANGE RELEASE, 26 OCTOBER 2010, 9:00 a.m. PONSSE S INTERIM REPORT FOR 1 JANUARY 30 SEPTEMBER 2010

Annual report for 2015

November 4, 2015 Consolidated Financial Results for the Second Quarter of Fiscal Year 2015 (From April 1, 2015 to September 30, 2015) [Japan GAAP]

ID Watchdog, Inc. Management s Discussion and Analysis For the Three and Six Months Ended June 30, 2015 and 2014

10 Audit of Consolidated Financial Statements

FINANCIAL STATEMENTS AS AT NOVEMBER 30, 2014

Insurance Companies (General Business) (Valuation) Regulation

Debt to Equity Conversion Scheme

The Scottish Investment Trust PLC

FOR THE SIX MONTHS ENDED 30 JUNE

MUSCAT CAPITAL IPO FUND Managed by MUSCAT CAPITAL INTERIM CONDENSED FINANCIAL STATEMENTS (Un-Audited) For the period ended from 16 March 2015 to 30

CALLING NOTICE FOR ANNUAL GENERAL MEETING. The annual general meeting in Storm Real Estate AS (the Company ) will be held at

Cynk Technology Corp. (A Development Stage Company) (formerly Introbuzz) Balance Sheets

MASUPARIA GOLD CORPORATION

(a Danish limited liability company, registration number (CVR) )

FINANCIAL STATEMENTS. BNZ Cash PIE and BNZ Term PIE

Share-Based Payments. 1. Introduction. 2. Definitions

Procedures and guidelines for listed companies facing delisting due to operations or financial conditions

A-Z GUIDE THE NEW DANISH COMPANIES ACT. U p d a t e d S e p t e m b e r

Surface Transforms Plc. ( Surface Transforms or the Company ) Half-year financial results for the six months ended 30 November 2015

IDEA CELLULAR SERVICES LIMITED ANNUAL REPORT

IV. UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS. 6 VII. STATUTORY AUDITOR'S LIMITED REVIEW REPORT... 10

ZAMANO PLC & SUBSIDIARIES 1

CHINA GROWTH OPPORTUNITIES LIMITED

Transcription:

Page 1 of 13 Announcement no. 04/2009 To the NASDAQ OMX Copenhagen Copenhagen, as of March 20, 2009 At the Company s Extraordinary General Meeting held on December 11, 2008, it was resolved to commence solvent liquidation of Curalogic A/S. The Company expects to hold a General Meeting on April 23, 2009, at which the approval of the Company s Annual Report for the financial year 2008 and approval of the liquidation financial statements as at March 20, 2009 will be on the agenda. The Liquidator expects that a resolution to liquidate the Company can be finally adopted at the General Meeting to be held on April 23, 2009. The liquidation is expected to take place with March 20, 2009 as the effective date for accounting purposes. The liquidation proceeds are expected to amount to approximately DKK 4.75 per share of DKK 0.50 nominal value each, which is in accordance with the preliminary estimate made in the Company s latest announcement dated March 31, 2009 and announcement dated March 25, 2009. Liquidation financial statements as at March 20, 2009 are expected to be sent out in connection with the notice for the General Meeting on April 23, 2009. Curalogic A/S in liquidation For additional information, please contact: Tomas Haagen Jensen, Attorney at Law, Liquidator Tel +45 33 41 41 92 Helle Busck Fensvig, EVP, CFO Tel +45 99 99 24 03 This announcement contains forward-looking statements regarding the Company s future financial development and performance and other statements which are not historical facts. Such statements are made on the basis of assumptions and expectations which, to the best of the Company s knowledge and belief, are reasonable, at this time, but may prove to be erroneous in the future.

Page 2 of 13 Curalogic A/S in Liquidation Company reg. (CVR) no. 27 97 06 05 as of March 20, 2009

Page 3 of 13 Contents Page Company Details 4 Liquidator s Statement on the financial statements 5 Independent Auditor s Report 6 Liquidator s Report 7 Accounting Policies 8 Liquidation Balance Sheet as of March 20, 2009 and Liquidation Account 9 Income statement for the period January 1, 2009 to March 20, 2009 10 Notes to the financial statements 11

Page 4 of 13 Company Details Company Curalogic A/S in liquidation c/o Gorrissen Federspiel Kierkegaard H.C. Andersens Boulevard 12 DK-1553 Copenhagen V Denmark Company reg. (CVR) no.: 27 97 06 05 Municipality of registered office: Copenhagen Period: January 1, 2009 March 20, 2009 Liquidator Tomas Haagen Jensen, Attorney at Law Gorrissen Federspiel Kierkegaard H.C. Andersens Boulevard 12 DK-1553 Copenhagen V Denmark Auditors Deloitte Statsautoriseret Revisionsaktieselskab Approved by the shareholders at the General Meeting of the Company held on April 23, 2009 Liquidator

Page 5 of 13 Liquidator s Statement on the financial statements I have today presented the liquidation financial statements as of March 20, 2009 of Curalogic A/S in liquidation. The liquidation financial statements are presented in accordance with the Danish Financial Statements Act and the provisions of the Danish Public Companies Act on liquidation financial statements. I my opinion, the accounting policies are appropriate to the effect that the liquidation financial statements give a true and fair view of the Company s income statement for the period January 1, 2009 to March 20, 2009 and the liquidation balance sheet as of March 20, 2009. The liquidation financial statements are recommended for approval by the General Meeting. Copenhagen, Liquidator Tomas Haagen Jensen Attorney at Law

Page 6 of 13 Independent Auditor s Report To the shareholders of Curalogic A/S in liquidation We have audited the liquidation financial statements of Curalogic A/S in liquidation for the period January 1 to March 20, 2009, which comprises the statement by the Liquidator, the Liquidator s report, accounting polities, liquidation balance as at March 20, 2009, liquidation account, income statement and notes. The liquidation financial statements have been prepared in accordance with the Danish Financial Statements Act and the provisions of the Danish Public Companies Act on liquidation. Liquidator s responsibility for the Liquidation financial statements Liquidator is responsible for the preparation and fair presentation of the liquidation financial statements in accordance with the Danish Financial Statements Act. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the liquidation financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances. Auditor s responsibility and basis of opinion Our responsibility is to express an opinion on the liquidation financial statements based on our audit. We have conducted our audit in accordance with Danish Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the liquidation financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the liquidation financial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the liquidation financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the liquidation financial statements 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 entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Liquidator, as well as evaluating the overall presentation of the liquidation financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our audit has not resulted in any qualification. Opinion In our opinion, the liquidation financial statements give a true and fair view of the Company s liquidation balance and financial position at March 20, 2009, and of its financial performance for the financial period January 1 to March 20, 2009 in accordance with the Danish Financial Statements Act. Copenhagen, Deloitte Statsautoriseret Revisionsaktieselskab Jens Sejer Pedersen State Authorised Public Accountant Tom Rasmussen State Authorised Public Accountant

Page 7 of 13 Liquidator s Report Curalogic closed down its development activities within oral immunotherapy around the turn of the year 2007/08, and the termination of the Company s development activities was completed in 2008 as planned. The Board of Directors resolved in November 2008 to recommend that Curalogic be liquidated to the effect that the Company s remaining cash would be returned to the Company s investors. At an Extraordinary General Meeting held on December 11, 2008, the Company s general assembly adopted a resolution to commence liquidation of the Company. The resolution was filed with the Danish Commerce and Companies Agency on December 12, 2008. These liquidation financial statements have been prepared with March 20, 2009 as the effective date, whilst estimated interest on the Company s cash until the expected date of distribution, April 30, 2009, has been included in the liquidation account. As of December 31, 2008, Curalogic s equity stood at DKK 275,6 million, and as of the same date, the Company s cash totaled DKK 282.3 million. In March 2009, the Company concluded an agreement to sell the right to use various clinical data and the right to use blood samples. The sales price was DKK 0.8 million, which has been received. In addition, after obtaining valuations, the Company has concluded agreements in 2009 to sell various office furniture and equipment at a total sales price of DKK 0.2 million. As of the date of sale, the carrying amount of this furniture and equipment was DKK 0. As of December 31, 2008, the Company s share capital comprised 56,480,149 shares with a nominal value of DKK 0.50 each. Warrant holders holding in total 3,246,976 warrants, conferring the right to subscribe for 3,246,976 shares of DKK 0.50 each, have notified Curalogic that such warrants will be exercised or that they want to settle the difference in cash in connection with the final completion of the liquidation. These warrants comprise 2,846,976 warrants owned by and granted to Nordic Biotech prior to the listing of Curalogic as part of Nordic Biotech s funding of the Company. The exercise price of these warrants is DKK 1.9 per warrant (cf. Annexes 3 and 4 to Curalogic s Articles of Association). The remaining 400,000 warrants are held by two former members of the Board of Directors and one employee and were granted to those persons in 2005. The exercise price of these 400,000 warrants is DKK 1.5 per warrant (cf. Annex 2 to Curalogic s Articles of Association). The subscription amount in respect of these 3,246,972 warrants will produce gross proceeds of DKK 6.1 million to Curalogic. The exercise of the above mentioned warrants will have the effect that the Company s aggregate share capital as of the date of liquidation can be estimated to 59,727,125 shares to which the liquidation proceeds will be distributed. Liquidation costs that have been drawn from the liquidation account include, inter alia, the costs of holding a final General Meeting, of delisting the Company from the NASDAQ OMX Copenhagen and costs of attorneys, auditors, etc. The liquidation proceeds as of the date of liquidation, March 20, 2009, include estimated interest on the Company s cash until the expected date of distribution, April 30, 2009, made up at DKK 283.9 million, equivalent to proceeds of approximately DKK 4,75 (rounded two decimal places) per share of DKK 0.50.

Page 8 of 13 Accounting Policies General Information The liquidation financial statements are presented in accordance with the Danish Financial Statements Act and the Danish Public Companies Act with the adjustments necessary as a result of the fact that the company is in liquidation and that the financial statements are presented as liquidation financial statements. All items in the liquidation balance sheet are consequently measured at expected realizable values. The calculation of the liquidation account is based on the Company s equity as of December 31, 2008 as per the Company s latest annual report, i.e. the annual report 2008, which was prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and additional Danish disclosure requirements governing the annual reports of reporting class D companies, see the Danish Executive Order on IFRS adoption issued in accordance Danish Financial Statements Act and the disclosure requirements of the NASDAQ OMX Copenhagen. The liquidation account includes partly the results for the period from January 1, 2009 to March 20, 2009 and partly costs incurred in connection with the completion of the liquidation. The liquidation financial statements further include estimated interest on the cash funds until the expected date of distribution, April 30, 2009. Furthermore, subscription amounts in respect of warrants that will be exercised or for which the difference will be settled in connection with the liquidation have been recognized as receivables in the liquidation balance sheet as of March 20, 2009, whilst the shares to which such warrants confer the right of subscription have been included as part of the share capital to which the liquidation proceeds will be distributed.

Page 9 of 13 Liquidation Balance Sheet as of March 20, 2009 and Liquidation Account March 20, December 31, 2009 2008 Liquidation balance sheet as of March 20, 2009 Note DKK '000 DKK '000 Other receivables 76 470 Estimated interest 1 2,559 0 Subscription amounts receivable in respect of warrants 6,118 0 Cash 2 281,778 282,335 Current assets 290,531 282,805 Aktiver 290,531 282,805 Trade payables 3 2,443 6,735 Other payables 4 4,364 517 Current liabilities 6,807 7,252 Net assets 283,724 275,553 Liquidation account as of March 20, 2009 Share capital 5 29,864 28,240 Other reserves 6 0 7,133 Retained earnings and losses 7 0 240,180 Surplus account 253,860 0 Likvidationskonto 283,724 275,553 Liquidation proceeds per share of DKK 0.50: 4.75 59.727.125 shares (rounded two decimal places)

Page 10 of 13 Income statement for the period January 1, 2009 to March 20, 2009 January 1 - March 20, January 1 - December 31, 2009 2008 Note DKK '000 DKK '000 Research and development costs 0 (1,674) Administrative expenses (936) (18,702) Loss before amortization, depreciation and financing (936) (20,376) Financial income 2,976 13,980 Financial expenses (19) (4,058) Loss on ordinary operations 2,021 (10,454) Profit on sale of assets 989 0 Loss before liquidation costs 3,010 (10,454) Liquidation costs: Auditor (183) 0 Attorney (775) 0 Loss after expected liquidation costs 2,052 (10,454) January 1 - March 20, 2009 Allocation of loss DKK '000 Proposed allocation: Surplus account 2,052

Page 11 of 13 Notes to the financial statements March 20, December 31, 2009 2008 DKK '000 DKK '000 1. Estimated interest Estimated interest on cash funds until expected distribution on April 30, 2009 2,559 0 2. Cash 281,778 282,335 3. Trade payables 2,443 6,735 3. Other payables Renumeration liabilities and vacation payment 4,364 517 Total other payables 4,364 517 5. Share capital The share capital consists of 59,727,125 shares of DKK 0.50 each. The shares are not divided into classes. January 1 - March 20, 2009 2008 Movements in share capital: DKK DKK January 1 - December 31, Share capital at beginning of period 28,240,075 28,214,408 Capital increases: - Increases relating to warrants 1.623,488 25,667 Share capital at end of period 29,863,563 28,240,075 The Company s aggregate capital base has been procured through the issuance of shares during a period of five years prior to the date of liquidation. During the period until the date of liquidation, warrant holders holding 3,246,976 warrants, conferring the right to subscribe for 3,246,976 shares of DKK 0.50 each have notified Curalogic that such warrants would be exercised or that they wanted to settle the difference in connection with the final completion of the liquidation. The subscription amount for these 3,246,972 warrants will produce gross proceeds of DKK 6.1 million, of which the nominal subscription amount is DKK 1.6 million and share premium is DKK 4.5 million.

Page 12 of 13 Notes to the financial statements March 20, December 31, 2009 2008 DKK '000 DKK '000 6. Other reserves Other reserves comprise reserves relating to incentive-based compensation. At beginning of period 7,133 2,307 Recognition of share-based compensation 0 4,826 Transfer to surplus account (7,133) 0 At end of period 0 7,133 7. Retained earnings and losses At beginning of period 240,180 250,580 Loss for the period 2,052 (10,454) Share premium transferred to retained earnings and losses 4,495 54 Transfer to surplus account (246,727) 0 At end of period 0 240,180 8. Surplus account Other reserves transferred, cf. note 6 7,133 Retained earnings and losses cf. note 7 246,727 At end of period 253,860

Page 13 of 13 Notes to the financial statements 9. Shareholders As of the date of liquidation, March 20, 2009, Curalogic A/S had registered the following shareholders holding more than 5% of the voting rights in respect of the share capital or more than 5% of the nominal value of the share capital: Shareholder Registered office/address Interest Nordic Biotech K/S Østergade 5, 3 rd floor 23.6% DK-1100 Copenhagen K Denmark IPC International Plc 2 nd floor, Berkeley Square 22.6% Berkeley Square London W1J 6BD United Kingdom ATP Kongens Vænge 8 8.5% DK-3400 Hillerød Denmark Fåmandsforeningen LD Vendersgade 28 8.0% DK-1363 Copenhagen K Denmark 10. Charges and contingent liabilities None.