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PHOENIX PIB Dutch Finance B.V PHOENIX PIB Dutch Finance B.V. Annual Report for the year 2018/19 PHOENIX PIB Dutch Finance B.V. Contents Directors’ report 1 Financial statement 2018/19 6 Balance sheet as at 31 January 2019 7 Statement of income for the year 2018/19 8 Cash flow statement for the year 2018/19 9 Notes to the 2018/19 financial statements 10 Other information 27 i PHOENIX PIB Dutch Finance B.V. Directors’ report The Board of Directors of PHOENIX PIB Dutch Finance B.V. (the “Company”) is pleased to present you its financial statements for the financial year ended 31 January 2019. All amounts in the directors’ report are stated in EUR 1,000, unless indicated otherwise. General information on the legal entity PHOENIX PIB Dutch Finance B.V., with its statutory seat and its office in Maarssen, the Netherlands, serves as a financing company for the affiliated company PHOENIX PIB Finance B.V. and was founded on 17 April 2013. PHOENIX PIB Dutch Finance B.V. is a fully-owned subsidiary of PHOENIX PIB Dutch Holding B.V., Maarssen, the Netherlands and is ultimately owned by PHOENIX Pharma SE, Mannheim, Germany (“PHOENIX”). The Company is part of a fiscal unity for corporate income tax purposes together with the principal of the fiscal unity, PHOENIX PIB Dutch Holding B.V. and PHOENIX PIB Finance B.V., a fully-owned subsidiary of PHOENIX PIB Dutch Holding B.V. The Company recognizes its current tax result in the financial statements. The company has signed an advanced pricing agreement with the Dutch tax authorities. The current tax position is settled by bank via PHOENIX PIB Dutch Holding B.V. Financial position as at balance sheet date and the statement of income during the financial year Due to the fact that the Company serves as financing company for the PHOENIX group companies, the Company’s income relates to interest income from related parties. As the net financial result of the Company for the year 2018/19 was a profit of EUR 1,396 (2017/18: EUR 1,581) and the Company incurred EUR 107 (2017/18: EUR 101) general and administrative expenses this resulted in an operating profit before taxation for the year 2018/19 of EUR 1,289 (2017/18: EUR 1,480). The company had a positive cash flow of EUR 17 (2017/18: EUR 68 negative) mainly as a result of positive interest inflows. The Company’s solvency decreased slightly to a level of 1.1% (2017/18: 1.2%), mainly as a result of a higher dividend payment in comparison to the net result. Since the Company forms a fiscal unity together with PHOENIX PIB Dutch Holding B.V. and PHOENIX PIB Finance B.V., the company applies the principle that the deferred tax assets / liabilities are accounted for at the parent entity of the fiscal unity (PHOENIX PIB Dutch Holding B.V.) when applicable, therefore no deferred tax assets or liabilities are accounted in the financial statements of the Company. The tax liability as recorded in the financial statements of the Company is an intercompany liability to the head of the fiscal unity. Corporate Governance The Board of Directors, which is responsible for the corporate governance structure of the Company, believes that the principles and best practice provisions of the Dutch Corporate Governance Code that are applicable, are interpreted by the Board of Directors and implemented. 1 PHOENIX PIB Dutch Finance B.V. Corporate Social Responsibility To ensure the effectiveness of the PHOENIX's commitment to Corporate Social Responsibility, the Company contributes to the economy in an ethical manner. This economic responsibility has two main aspects: long-term financing for PHOENIX and business ethics. The Company influences its relationships with both external (long-term financing) financers and PHOENIX. Business ethics for the Company mainly contain the compliance with fiscal requirements in cooperation with the tax authorities and ethical standards. The Law ‘Wet Bestuur en Toezicht’ requires large-sized legal entities to have a balanced composition of their Board of Directors in terms of gender, with at least 30% of the seats occupied by women and at least 30% by men. The current composition of the Board of Directors deviates from the above-mentioned percentages, since the board exists of 2 male directors. In order to achieve a balance between male and female members in the future, as soon as a vacancy occurs, and the suitability of the candidates is equal, a female candidate is preferred. Finance As per 31 January 2019 the Company’s assets were for 98% (31 January 2018: 97%) financed by long-term financing with two issued bonds. These bonds, with each a nominal value of EUR 300,000, have been issued during fiscal year 2014/15 (30 July 2014) and during fiscal year of 2013/14 (27 May 2013) respectively. Both bonds are listed on the EURO MTF, a non-regulated market operated by the Luxembourg Stock Exchange, and represent notes issued and guaranteed, jointly and severally by PHOENIX Pharmahandel GmbH & Co KG and certain of its subsidiaries. On 6 November 2017 the direct parent company of the Company, PHOENIX PIB Dutch Holding B.V., purchased bonds with a nominal value of EUR 100,000 and still owns these bonds per the date of these financial statements. Going Concern Although the working capital for the year 2018/19 is negative, the Company has a positive result and shareholder’s equity. Based on these figures and on the refinancing measures taken and implemented by the PHOENIX Group we believe that the going concern assumption is valid. PHOENIX Pharmahandel GmbH & Co KG, as (intermediate) beneficial owner of the Company, is in compliance with debt covenants of its Syndicated Multicurrency Term Loan and Revolving Credit Facilities Agreement and will act as a guarantor for external debts (including the bonds) when necessary, together with PHOENIX International GmbH and PHOENIX PIB Finance B.V. Also for upcoming years we expect positive results and cash flows, with the result that the Company’s management has prepared the PHOENIX PIB Dutch Finance B.V. financial statements on a going concern basis. Personnel The Company had two part-time directors during the fiscal year 2018/19 (2017/18: two). Furthermore the Company had two part-time employees (2017/18: two). No significant change is expected for the year 2019/20. Risk management The risk management policies and procedures are key to ensure proper management of the Company. The Company is a small entity with 2 directors and 2 employees, who all know and 2 PHOENIX PIB Dutch Finance B.V. understand that risk management is an important process. The risk management system is embedded in the organization from the level of the directors to the operations and finance department (soft controls). All employees contribute to identifying risks and the associated control measures. The Company analyses and controls its risks. To this end it divides them into categories which are mentioned below. The control measures are subsequently defined for each identified risk. Where possible, a qualitative description is included of the expected effectiveness of the measures taken. The Company has put measures in place for the majority of the risks and uncertainties identified. Operating activities In the conduct of its operating activities the Company enters into several financial instruments, such as loan facilities and bonds. Due to the use of these instruments, the Company is among others exposed to interest rate risk. Interest rate risks exist as a result of potential changes in the market interest rate and may lead to fluctuations in interest payments of variable interest-bearing financial instruments. The Company assesses the interest rate risk as low since the interest on loan facilities to related parties as well as the interest rate on bonds are fixed. The loan facilities to related parties bear an interest which is calculated by reference of the refinancing possibilities of the Company including a margin for administration and equity at risk in line with the advanced pricing agreement with Dutch tax authorities. As the amounts of the loan facilities and bonds are almost 3 PHOENIX PIB Dutch Finance B.V. equal in amount and the interest rates correlate with each other, the interest rate risk is assessed to be low. a) Strategy The Company’s main activities consists of (re-) financing of related parties. Management is therefore on regular basis in close contact with the PHOENIX’ board to anticipate on any changes in financing structure. Based on the long term financing contracts and management actions, strategic risks are estimated as a low risk. b) Financial position In the conduct of its normal activities the Company enters into several financial instruments such as payables, cash balances with banks and bonds issued. Due to the use of these instruments, the Company is exposed to credit risk and liquidity risk. As per 31 January 2019 the Company’s assets were for 98% (31 January 2018: 97%) financed by long-term financing, with two issued bonds for which PHOENIX Pharmahandel GmbH & Co KG, PHOENIX International GmbH and PHOENIX PIB Finance BV are guarantors. This position is covered by two issued loans with similar due dates as the bonds, resulting in a reduced risk on the financial position of the Company. Credit risk represents the risk of default on a receivable that may arise from a counterparty failing to meet the required payments as agreed up on. Per 31 January 2019 the Company’s receivables represents amounts due from related parties, mainly from the affiliated company PHOENIX PIB Finance BV. Per 31 January 2019 PHOENIX PIB Finance BV had a solvency of 45% (31 January 2018: 45%).
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