Beruflich Dokumente
Kultur Dokumente
Table of Contents
03. Key Events in 2015 and the Start of 2016 27. Management Team
08. Message from the Chief Executive Officer 89. Auditor's Report
09. Financial Position in Brief 91. Corporate Governance Report for 2015
11. Interview with the Karolinska Development Management Team 95. Auditors Report on the Corporate Governance Report
Karolinska Development AB (Nasdaq Stockholm: KDEV) is a Nordic Karolinska Developments portfolio comprises 12 companies focusing
life sciences investment company. The company focuses on identifying on the development of innovative treatment for life-threatening or
medical innovation and investing in the creation and growth of serious debilitating diseases.
companies developing these assets into differentiated products that
will make a difference to patients lives and provide an attractive return The Company is led by a team of investment professionals
on investment to its shareholders. with strong investment backgrounds, experienced company builders
and entrepreneurs, with access to a strong global network.
Karolinska Development has access to world-class medical innovations
at leading universities and research institutes in the Nordic region,
including the Karolinska Institutet. The Company aims to build
companies around innovative products and technologies, supported
by experienced management teams and advisers, and co-funded by karolinskadevelopment.com
specialist international life science investors, to provide the greatest
chance of success. @Karolinska_Dev
12
leadership
company focused
on life sciences.
team
companies. with significant
investment experience.
New
investment
strategy
to build broad,
SEK 641m
balanced portfolio.
As a result of the progress made by Karolinska Development implementing its strategy, a more focused portfolio has been built around a number
of companies developing innovative therapeutic and medtech products. Several of these companies have raised further funds or made important
advances with their businesses during 2015 and into 2016.
It has been a year of major changes for Karolinska Development. In To highlight some key achievements during the year: the new
2014, the Board of Directors initiated fundamental and far-reaching management team has undertaken a thorough review of its portfolio
strategic changes with the intention of transforming the way the and refocused resources on a smaller number of companies it
company operates and creating a Nordic life sciences investment believes have the strongest potential for success, which will in turn
vehicle. The aim was to focused on generating attractive and benefit our shareholders.
sustainable returns for shareholders. I am pleased to report that
As part of this process, a more representative approach to valuing the
progress during 2015 in executing the new core strategy has been
retained portfolio companies was implemented, bringing Karolinska
rapid and the new management team has achieved a great deal
Development in line with its international peers, while the value of
over this period.
several non-core companies was written off. Establishing a more
To quickly reiterate our strategy: Karolinska Development aims to representative fair value for the portfolio was an essential process
select the best innovations in the Nordic region, focusing on the to reset expectations and to make it easier for shareholders to see
development of innovative treatments for patients suffering from value-creation as important milestones are achieved.
life-threatening or serious conditions where there exist clear unmet
medical needs. Our approach is to engage actively in our existing
A new era
and future portfolio companies by working with founders and
management to shape the strategic direction of these companies Despite this, the benefits of the new strategy are becoming evident
towards well-defined value-inflection points. across all areas of the business. For example, more than 30% of the
funds invested in our portfolio companies in 2015 were contributed by
new external specialist investors, rising to 70% with the recent Aprea
Strengthening our portfolio companies financing. Some of these companies have made important progress
In order to reduce risk and increase exposure of our companies to with their own development, hitting clinical or commercial milestones.
broader expertise and networks, as well as to access new sources Overall, the portfolio has sufficient funding, structure and focus now to
of funding, we seek to syndicate investments with sophisticated deliver important value-enhancing milestones in the coming years.
international life science investors.
On behalf of the Board I would like to thank the management team
We will also continue to strengthen the leadership in the portfolio companies for the hard work they have committed to implementing the new
through the appointment of serial entrepreneurs and highly experienced life strategy and the achievements they have made. I would also like to
science professionals to the management teams and boards. express my gratitude to Terje Kalland, former Deputy CEO and CSO,
who retired in December.
Working in this way, we believe we can create significant equity
returns over the medium to long term for investors. The majority of our
It has been a challenging year, but I believe that the progress
current portfolio companies are operating in the orphan drug space,
Karolinska Development has made is substantial and has laid a solid
addressing patients with true unmet medical needs; with possibilities
foundation for its future development as a Nordic investment company.
for seeking a faster route to the market, through lower development/
regulatory hurdles and where attractive pricing and reimbursement
conditions eventually can apply.
Bo Jesper Hansen, MD PhD
Chairman of the Board
When I joined Karolinska Development in March 2015, I saw an organisation New investors included Versant Ventures and 5AM Ventures (US), Sectoral
with great potential and access to world-class medical innovation, but was Asset Management (Canada) and HealthCap (Sweden).
in need of significant change in order to harness, cultivate and eventually
capture the value that it could deliver to stakeholders. Our relationships with specialized international investors, such as these, is
anticipated to provide us with access to a broader deal flow, providing more
That process had begun and a new strategy was designed with opportunities to potentially generate greater returns while at the same time
the intention of transforming Karolinska Development into a Nordic allowing us to better manage the risk profile of our overall portfolio.
investment company dedicated to life sciences. The key elements in this
During 2015, we have also made changes to re-align our own organisation,
new strategy are: (i) a clear focus within the portfolio, (ii) an investment
putting in place a new structure that will enable Karolinska Development
strategy based on a companys unique potential to generate attractive
to operate more effectively as a specialist Nordic life sciences investor. In
returns, (iii) an increased emphasis on leadership within our portfolio
December we announced the appointment of Viktor Drvota, an experienced
companies, and (iv) proactively syndicating our investments with
life science investor, as Chief Investment Officer. Viktor brings significant
experienced international life sciences investors.
venture capital experience to the team, and increases our capacity to invest
My focus since joining has been to implement and refine this strategy, in new companies that can generate attractive returns.
working closely with the Board and management team, and with our
portfolio companies. I am pleased to report that significant progress has Looking further ahead
been made across all areas of the business.
As part of our new strategy, we also intend to broaden our search
for new deals to other leading research institutions in the Nordic region
A year of change and also to more mature opportunities, including listed companies,
During the year we have streamlined and strengthened our investment where returns may be realised more quickly than from early stage
portfolio, allowing us to focus resources on the companies we believe companies. We still retain close links to the Karolinska Institutet and
have the best chance of developing innovative medicines or medtech a new agreement with this prestigious institution will allow us to access
products that meet a clear medical need. As a result, at the end of 2015 high-quality opportunities based on our intended co-investment in a new
planned incubator fund, expected in 2016.
we had 12 portfolio companies, compared to 21 at the end of 2014.
I am truly encouraged by the progress that Karolinska Development
The quality and experience of senior management teams and boards is
has made. The company is now more focused and better structured to
crucial to ensuring the success of our portfolio companies, and we were
operate as an investment firm, with a portfolio of exciting prospects that
pleased to see Bernd R. Seizinger, appointed as the Executive Chairman
are funded to deliver key value-generating milestones over the coming
of Aprea bringing significant leadership experience to the company. We
years, and an investment strategy designed to deliver further value from
expect to see further important additions to the leadership teams of our
the most promising opportunities across the Nordic region.
portfolio companies during 2016.
Investing in life sciences is long-term and high-risk, and requires a diligent
We have been working to ensure that our portfolio companies are financed
and patient approach to translate scientific breakthrough into commercial
to deliver success and also to proactively syndicate our deals with
value. There can be no shortcuts. I believe that we now have the right
experienced international life science focused investment firms. More than
components in place to make Karolinska Development a success.
30% of the funds invested in our existing portfolio companies (OssDsign and
That is what attracted me to the organisation one year ago, and I am
Inhalation Sciences) in 2015 were contributed by new external investors.
confident that is what will pave our way to future success.
This percentage is expected to increase in 2016 as we continue to rebuild
confidence among our peers and strengthen our network. Already this
figure has increased to 70% when in March 2016 Aprea raised SEK 437m
Jim Van heusden, PhD
in the largest private financing of a Karolinska Development company, and
Chief Executive Officer, Karolinska Development
by any private Swedish life sciences company in more than a decade.
SEK 130.8m
(2014 SEK 91.6m)
40%
(SEK 247.9m)
Investments and loans in portfolio Divestment of portfolio companies where fair value has been
reduced to zero as a consequence of Karolinska Development
companies January-December 2015
implementing its strategy and focusing its portfolio:
Investments in portfolio companies during the period January-
December 2015 amounted to SEK 130.8m (SEK 91.6m in 2014). NeoDynamics AB, to the amount of SEK -11.1m
Investments were made in Aprea AB (SEK 36.6m), Umecrine Cognition
AB (SEK 21.5m), Akinion Pharmaceuticals AB (SEK 18.0m), Dilaforette NovaSAID AB, to the amount of SEK -74.4m
Holding AB (SEK 17.4m), OssDsign AB (SEK 21.9m), Promimic AB
(SEK 3.5m), Dilafor AB (SEK 2.9m), XSpray Microparticles AB (SEK Pergamum AB, to the amount of SEK -138.1m
3.0m), Clanotech AB (SEK 5.1m), Pharmanest AB (SEK 0.6m) and
KDev Oncology AB (SEK 0.3m). Umecrine Mood AB, to the amount of SEK -59.2m
SEK m
0-220 100%
1320 92% 8%
Accounting principles
Portfolio valuation Karolinska Development is an investment entity according to IFRS
10 Consolidated Financial Statements, which affects financial years
The portfolio Net Fair Value amounted to SEK 268m at the end of
beginning 1 January 2014 or later. The difference versus the 2013
2015, a decrease of SEK 846m compared to the corresponding period
Annual Report is that all portfolio companies, including subsidiaries, are
last year when the Net Fair Value amounted to SEK 1,113m.
measured at fair value. It will therefore be easier to follow the Investment
Entitys net asset value and how the total value development of the
portfolio over time affects the recognized results (see Note 43).
Christian Tange
Chief Financial Officer
Viktor Drvota
Chief Investment Officer
The year 2015 has seen considerable change at Karolinska Development as it executes the new strategy
designed to transform the company into a successful Nordic investment company. Here, we get the views
of the management team on the new Karolinska Development and what the future holds.
Q Jim, how has your first year as CEO been? Q Why do you think Karolinska Development
can be successful?
JVh: It has been a challenging year, but I am pleased with the
progress we have made. Our goal is to transform Karolinska JVh: Quite simply, there is world-class medical innovation taking
Development into a leading Nordic life sciences investor delivering place in the Nordic region, and this provides a rich and sustainable
attractive returns for investors through the creation of innovative source of potentially valuable new products. I believe that
medical products for patients. To put us in a position from which we Karolinska Development is very well positioned within this thriving
can achieve this, it has been necessary to make changes. We now community to identify exciting new opportunities at an early stage,
have a smaller and more focused portfolio and these promising and to create the right structures to enable them to generate value
companies are funded to their next value-inflection points. We for all stakeholders, shareholders and patients alike.
have built strong relationships with fellow specialist investors in the
Nordic region and beyond, with whom we will look to syndicate I know that we cannot do this alone, hence our strong emphasis on
future investments in this portfolio and in new opportunities. This investor syndication and strengthening leadership in the companies.
strategy aims to spread the risk while also providing companies I also accept that not everything will be successful, but I am convinced
with exposure to a much broader range of skills, experience and that Karolinska Development now has the right strategy in place to
networks, thereby increasing the chances of success. give these opportunities the best chance possible to be successful.
And with their success, comes our own success.
We have restructured our organisation so that it is better equipped
to function as an investment company, and I am delighted that we
were able to attract experienced life science investor Viktor Drvota Q Viktor, as the newest member of the team,
to join from SEB Venture Capital. can you explain what attracted you to join
Karolinska Development?
I am fully aware that we still have some way to go, true value
creation in the biotech and medtech sectors takes time, there VD: The main thing that attracted me was the opportunity to be
can be no shortcuts and we do not expect any overnight part of a new and truly Nordic-focused investment company.
successes. However, I believe we are now in a much better From my previous role, and based on my history with the
position than we were 12 months ago to achieve our goals Karolinska Institutet, it was clear that its medical research and
and I look forward to the coming year. innovation is top class, but its translation into commercial success
has consistently fallen short.
I am delighted that the Karolinska Development board recognised Dilaforette is advancing a novel disease-modifying drug into Phase
that significant change was needed in order to start capitalising on II clinical studies for the treatment of sickle-cell disease with results
that excellence, and more broadly on the high-quality innovation expected later in 2016. The compound has received orphan drug
throughout the Nordic region. Jim and the team have made great designation in the US and Europe.
progress over the past year refining and implementing the strategy for
change to a point now where the company and its portolio looks to VD: From the point of view of near-term value creation, the medtech
be in good shape. companies in our portfolio are very interesting. Both OssDsign and
Promimic are already at commercial stage.
My role is to build on this progress further, by supporting our existing
portfolio companies and identifying new investment opportunities. OssDsign is developing a portfolio of novel cranial and facial implants
I will also be focusing on extending and strengthening our networks that enable improved healing both of soft tissue and bone. OssDsign
throughout the international investment community, where we received its first market approval (CE mark) in Europe in January 2016,
anticipate future syndicate partners and sources of new deals to and is preparing the commercial launch of these products this year.
originate. A busy and exciting year beckons. The company raised SEK 93 million from Karolinska Development, SEB
Venture Capital and Fouriertransform, in November 2015 to support the
particularly excited about? Promimic, like OssDsign, is a biomaterials company and is developing
a novel coating for implants (HAnano Surface) that improves the
JVh: A major element of the work we did last year was to review integration of the implant, particularly at the interface between bone
and evaluate our portfolio, with a view to establishing a smaller and and soft tissues. Promimic has signed licensing agreements for this
more-focused portfolio built around a number of companies that are technology with several companies, and the first commercial launch
developing novel therapeutic and medtech products designed to took place in Brazil with a coated dental implant.
address significant unmet medical needs.
As we stand today, our portfolio companies are sufficiently Q When will we see some new investments
well financed, via Karolinska Development and our co-investors,
and what sort of companies will you look
to support their advancement to the next set of value-generating
to invest in?
milestones. Our strategy to secure longer-term funding for these
companies is through further syndication with international
specialist investors, while the companies themselves will be VD: We cannot be specific about when we might make our first
seeking funding through co-development or commercial new investments but we expect to evaluate several opportunities
partnerships. through these routes over the coming year. As we stand today, we
have funds available to invest and with any portfolio approach, the
JVh: It is always difficult to predict when we might achieve an key is an appropriate level of diversification. Our existing portfolio
exit but our model is clear: for therapeutic companies we aim contains therapeutic and medical technology companies and
to provide finance until proof-of-concept is demonstrated in we will continue to look at companies in both categories, and
Phase II trials, at which point we would look at options such as potentially to extend to other areas as well.
out-licensing, trade sale or IPO to realise our investment; and for
medtech companies, we aim to finance them until break-even and Currently, our therapeutic companies are relatively early stage,
then explore trade sale, M&A or IPO options. certainly pre-revenue and in most cases pre-proof of concept.
In order to create a more balanced portfolio, we will consider
VD: There are two mechanisms through which we aim to access Q What does the future hold for
new investment opportunities in Sweden, Norway, Denmark and Karolinska Development?
Finland: first would be through our own direct activities working with
entrepreneurs in the region; and the other mechanism would be via JVh: I feel optimistic and enthusiastic about the future. We have
syndicates, where we would look to lead or co-lead the investment. achieved a lot in the past year, it has been quite a challenge,
but the result is that Karolinska Development is in much better
We are already building on the extensive network I have established shape now in terms of the refocused portfolio and restructured
across the Nordic region so that we can identify potential investment organisation. The current level of funding provides sufficient
opportunities for us to lead. In addition, we are building greater runway to execute our strategy and to unlock the potential value
awareness of Karolinska Developments expertise in leading in our existing portfolio, and we are looking to build value further
deals through interactions with other specialist investors via Jims through new investments.
networks in Europe and US.
B
e developing a product with clear differentiation and advantages
compared to existing and/or future products.
Future investments will be sought from leading entrepreneurs across
F
ocus on products with a well-defined clinical, regulatory and the Nordic region and may include more mature opportunities where
commercial strategy to maximize commercial value. returns may be realised more quickly than from early stage companies.
(expected proof-
sickle cell disease 2016 SEK 10 million
of-concept data)
Primary indication
Sickle-cell disease (SCD)
Development Phase
Phase II
Holding in company
64%*
Other investors
The Foundation for Baltic
and East European
Studies, Praktikerinvest
Origin
Karolinska Institutet,
Uppsala University
More information
dilaforette.se
Dilaforette AB
* Includes indirect holdings
through KDev Investments'
Primary indication
Cranial implants
Development Phase
Marketed
Holding in company
29%*
Origin
Karolinska University
Hospital, Uppsala
University
Other investors
SEB Venture Capital
(Sweden),
Fouriertransform (Sweden)
More information
OssDsign AB ossdsign.com
@OssDsign
craniofacial implants
KCIF Co-Investment Fund
Expected milestones
The market for biomaterials products in orthopaedics was Submission of regulatory file for OSSDSIGN Cranial and Cranioplug
estimated at EUR 1.5 billion in 2013.1 The market for OssDsigns in the United States.
lead product in cranioplasty alone is expected to amount to
approximately EUR 100 million in 2017.
References
OssDsign pursues a focused business strategy on a well-defined 1) Orthopedic Network News, 20 July 2014. Based on US market numbers,
patient population. The advantages are that the targeted procedures extrapolated for the global market.
are carried out in a limited number of easily identifiable hospitals 2) Company estimates.
Development Phase
Marketed
Holding in company
32%*
Other investors
ALMI Invest,
K-Svets Venture
Origin
Chalmers University
of Technology
More information
promimic.com
Promimic AB * Includes indirect ownership
through KDev Investments'
Expected milestones
Primary indication
Alzheimers disease
Development Phase
Phase II
Ownership
3%
Other shareholders
Pr Gellerfors,
Lars Lannfelt
Origin
Karolinska Institutet
More information
bioarctic.se
BioArctic Neuroscience AB
Project
CLT-28643
Primary indication
Adjuvant treatment to
glaucoma surgery
Development Phase
Preclinical
Holding in company
80%*
Other shareholders
Yihai Cao
Origin
Karolinska Institutet
More information
clanotech.se
Clanotech AB
* Includes indirect holdings
through KDev Investments'
Clanotech is developing a treatment that may reduce the risk a complementary treatment with the current standard of care for wAMD
of complications in connection with glaucoma surgeries and in patients to achieve a long-lasting effect given in combination with anti-
the treatment of wet age-related macular (wAMD) degeneration. VEGF treatment.
Clanotechs candidate drug CLT-28643 is an 51-integrin antagonist
in preclinical development and has shown anti-inflammatory properties
as well as and ability to inhibit growth of blood vessels and fibrosis.
Clanotechs pharmaceutical candidate has the potential to be used as
Primary indication
Protracted labor
Development Phase
Phase II
Ownership
47%*
Other investors
The Foundation for Baltic
More information
and East European
Studies, Praktikerinvest dilafor.com
pregnant women with risk for thrombosis, but is not appropriate for routine
Dilafor AB use in pregnant women due to the increased risk of bleeding.
Project
Inhibition of
HSD17B1 enzyme
Primary indication
Endometriosis
Development Phase
Preclinical
Holding in company
18%*
Other investors
Novo A/S,
Novartis Venture Fund,
MS Ventures, Finnvera
Origin
University of Turku, Finland
More information
forendo.com
Forendo Pharma Oy
* Includes indirect holdings
through KCIF Co-investment Fund
Inhalation Sciences has developed a patented research and formulation and inhaler device development. The business model
development platform that provides the possibility for companies includes sales of instrumentation and technology transfer of the platform
developing inhaled pharmaceuticals to generate high-quality data to pharmaceutical companies as well services to companies without
during the early development stage. The precision dosing system relevant research and development capabilities.
provides the possibility of examining respiratory aerosols prior to any
Project
AKVANO
Application
Topical drug delivery
Development Phase
Product
Ownership
38%
Other shareholders
Cerbios, Medigelium,
Aurena
Origin
Start-up
More information
lipidor.se
Lipidor AB
The use of topical pharmaceuticals is common in treatment of AKVANO addresses key issues behind the low usage rate seen with
dermatological indications, such as psoriasis and eczema. In many topical formulations.
cases, the formulations are inconvenient and results in reduced patient
Results from a clinical Phase I/II study with calcipotriol formulated
use. Lipidor has developed AKVANO, a water-free lipid formulation
with AKVANO showed effect in patients with psoriasis compared to
that is sprayed on the skin. The formulation is safe, free from irritants,
the marketed formulation of calcipotriol. Lipidor has signed a license
dries quickly and feels pleasant on the skin. AKVANO allows for fast
agreement for cosmetic products with CCS Healthcare AB, one of the
and simple application and has excellent cosmetic qualities. Hence
largest Nordic manufacturer of skin care products.
Umecrine Cognition is developing GR3027 in Phase I trials as a Hepatic Encephalopathy in patients with liver disease, a growing area
potential therapy for several major CNS-related disorders. GR3027 is with high unmet medical need. The current lack of therapeutics that
a GABAA receptor modulating steroid antagonist (GAMSA) designed directly addresses the neurocognitive signs and symptoms of Hepatic
to antagonize GABAA receptor activation by endogenous neuroactive Encephalopathy makes a novel treatment likely to become a major
steroids. The primary focus is to develop a treatment for life-threatening contribution for the treatment of this disorder.
overt Hepatic Encephalopathy and long-term treatment in minimal
The closing price on the first trading day was SEK 13.25, and at
The Convertible Bond
year-end 2015 the share traded at SEK 9.60, a decrease of 27.5%.
Karolinska Developments convertible bond outstanding debt
No dividend was paid in 2015.
December 31, 2015 amounts to SEK 426.9m. The convertible bond is
traded under the ticker symbol KDEV KV1 and listed on NASDAQ OMX
Stockholm with ISIN code SE0006510103.
Shareholders
As of 31 December 2015
Source: Euroclear
Chairman and Board member since 2013. Born 1958. MD PhD. Vice Chairman and Board member since 2015. Born 1952. Honorary
Other appointments Chairman of Swedish Orphan Biovitrum AB. Doctorate, Fil Dr hc. Other appointments Founder and Chairman of
Board member of GenSpera Inc., Newron SA, Ablynx NV, Orphazyme Sino Biopharmaceutical Limited, one of the largest and most successful
A/S and CMC Kontrast AB. Previous appointments include various pharmaceutical companies in Hong Kong. Mr. Tse Ping is also Vice
positions in Swedish Orphan International AB since 1993, including Chairman of Charoen Pokphand Group (CP Group), the largest company
CEO 19982010. Medical advisor for Synthlabo, Pfizer, Pharmacia in Thailand, where he has extensive experience of major merger and
and Yamanouchi. Founder of Scandinavian Medical Research. acquisition activity including Ping An Insurance, CITIC Group, China
Holdings in Karolinska Development SEK 400,000 convertible loan. Mobile, ITOCHU Corporation, and Marko Group. Previous appointments
include Member of the Ninth, Tenth, and Eleventh National Committee
of the Chinese Peoples Political Consultative Conference. Holdings in
Karolinska Development 4,853,141 shares and SEK 272,858,294 in
convertible bonds (by related legal person).
Board member since 2014. Born 1971. PhD MSc. Other appointments Board member since 2006. Born 1938. Professor Emeritus of
Partner at Sofinnova Partners, Paris and board member of Asceneuron Immunology and MD. Other appointments Chairman of Rhenman &
SA.. Previous positions include Investment Director at Novo Seeds, Novo Partner Asset Management AB. Board member of Swedish Orphan
A/S (2007-2014) where she served on the boards of Cytoguide ApS, Biovitrum AB, Valneva SA, Sarepta Therapeutics Inc. and RaySearch
Avilex Pharma ApS, Affinicon ApS, Orphazyme A/S and EpiTherapeutics Laboratories AB. Member of The Royal Swedish Academy of
A/S. In addition she is on the Board of Directors for the Green Engineering Sciences and of the Royal Swedish Achademy of Sciences.
Development and Demonstration Programme (GUDP) of the Danish Food, Previous assignments include, among others, the President of Karolinska
Agriculture and Fisheries Ministry. No holdings in Karolinska Development. Institutet's Nobel Committee, and President of Karolinska Institutet
and Director General of Smittskyddsinstitutet. Holdings in Karolinska
Development 8,491 shares and SEK 39,992 convertible loan.
Appointed in 2015. Born 1971. PhD. Jim has more than 20 years Appointed in 2016. Born 1965. MD PhD. Associate Professor in
experience within life science investments, research and development Cardiology. Viktor has more than 13 years of investment experience with
within the pharmaceutical industry. He is currently a Board director several investments, significant fundraisings, IPOs and exits. He was
at Dilaforette and Aprea. Previously, he was Founder and Managing responsible for Life Sciences at SEB Venture Capital 2002-2016. During
Director at bioskills (2013-2015) and a Partner at the European his appointment at SEB VC he served as a Board member of several
investment company Gimv (2001-2013). During his appointment at biotech and medtech companies including Arexis AB, SBL Vaccin AB,
Gimv he also served as a Board member in several biotech companies Nuevolution AS, Index Pharma AB, Scibase AB, Airsonett AB among
others. Before joining SEB, Viktor worked as Senior Consultant and
including Multiplicom NV (as Chairman), Ablynx NV, ActoGeniX NV,
Associate Professor in Cardiology at the Karolinska Institutet/Hospital,
Pronota NV and Prosensa. During 1993-2001, Jim worked as Senior
Stockholm. He has experience from preclinical as well as clinical research
Scientist at Janssen Pharmaceuticals (Johnson & Johnson). Holdings in
in drug development and medical devices. Viktor has 29 published
Karolinska Development 93,668 shares.
research articles. No holdings in Karolinska Development.
Appointed in 2014. Born 1966. MSc in Economics and Business Appointed in 2008. Born 1955. Master of Laws. Ulf has 25 years
Administration. Christian has over 15 years experience in experience in business law, including positions as legal counsel of
international growth companies including 12 years within life sciences KIHAB, Esselte AB and Vattenfall, General Counsel of AB Stokab and
as global CFO for CMC Biologics from 2003-2012 and Business Scribona AB and business law consultant at FOI. Other appointments
Controller for Warner Lambert Nordic from 1997-2000. Christian include Chairman of KCIF Fund Management AB. Board member of KD
has also acted as an industrial advisor and consultant for Private Incentive AB. Holdings in Karolinska Development 31,967 shares and
Equity Funds and Corporate Finance Advisors in M&A deals within life SEK 15,543 in convertible loan.
science. Other appointments include Chairman of Dilafor AB, Board
member of Promimic AB and KDev Investments' AB. Holdings in
Karolinska Development 70,278 shares.
Employed since November 2015. Born 1965. Economics and Business Employed since October 2013, Employed within the group since 2007.
education from Stockholm University. Elisabet has worked as an Born 1958. MSc in Business and Economics. Eva has worked within
approved public accountant for 10 years, and as a financial manager, the banking and finance sector for 12 years, 10 years within the food
business controller and financial controller for a number of different and clothing sector and 7 years within life sciences. Other appointments
companies and fields for the last 15 years. Other appointments Board include Finance manager in Dilafor AB and Pharmanest AB. No holdings
member of KD Incentive AB. No holdings in Karolinska Development. in Karolinska Development.
The Board of Directors and the CEO of Strengthened and streamlined organization
Karolinska Development AB (publ), corporate Karolinska Development strengthened its organization, bringing in
identity number 556707-5048, hereby present significant investment and operational experience, and put in place a
their annual report and consolidated accounts new structure to support its investment strategy.
for the financial year 2015. In March 2015, Jim Van heusden was appointed Chief Executive Officer.
Karolinska Development AB (Nasdaq Stockholm: KDEV) is a Nordic
life sciences investment company. The company focuses on identifying In December 2015, Viktor Drvota was appointed as Chief Investment Officer.
medical innovation and investing in the creation and growth of
companies developing these assets into differentiated products that will Also in December it was communicated that Terje Kalland, the
make a difference to patients lives and provide an attractive return on Companys Deputy Chief Executive Officer and Chief Scientific Officer,
investment to its shareholders. would retire from both positions effective December 31, 2015.
L
everage networks to bring new investors onboard
Karolinska Development and add experienced people to leadership teams
and boards of portfolio companies.
Progress executing new strategy
Karolinska Development made good progress during 2015 in executing D
iversify the portfolio through better-qualified investment
its strategy designed to transform the company into a leading Nordic opportunities originating from a broader range of potential
life sciences investment company focused on generating attractive collaborators, including Karolinska Institutet.
and consistent returns for our shareholders. The Company is now well
positioned to build future value through its more focused portfolio and
through new investments.
In addition to providing syndication opportunities, Karolinska In July, Aprea strengthened its leadership team with the appointment of
Development anticipates that the relationships being built with experienced pharma executive Bernd R. Seizinger as Executive Chairman.
specialist international investors will provide access to a broader
deal flow. This therefore provides more opportunities to generate Dilaforette
greater returns while at the same time allowing the risk profile of the
overall portfolio to be better managed. The Company also believes In October, Dilaforette initiated a Phase II clinical trial with sevuparin in
that these relationships will further benefit investee companies patients with sickle-cell disease (SCD) experiencing a vaso-occlusive
through increased access and exposure to extended international crisis (VOC). Sevuparin acts to prevent and resolve the microvascular
networks and expertise. obstructions experienced by SCD patients, which cause the severe
pain experienced by patients during VOC and result in high morbidity
New funds raised for divested companies, through organ damage as well the risk of premature death. A co-
future value retained development agreement was signed with Ergomed in February 2015
to conduct the trial. Sevuparin received orphan drug designation in
In addition to the important funds raised for Karolinska Developments SCD in the US in March 2015 and a positive opinion on orphan drug
existing portfolio companies, more than SEK 70 million was invested
designation in the EU in January 2015.
by new syndicates in companies that were divested during the year
(Athera Biotechnologies, XSpray Microparticles and Pharmanest).
As part of these divestments, Karolinska Development retains an
OssDsign
economic interest in the future value of these companies via earn-out In November 2015, OssDsign raised SEK 93 million in an
agreements. All of these financings provide external validation of the equity financing led by new investors SEB Venture Capital and
technologies and products being developed by these companies. Fouriertransform, with continued investment from Karolinska
Development. The proceeds will be used for the market expansion of
Nordic focus for new investments OssDsigns product line of unique craniofacial implants, which combine
Karolinska Developments new investment strategy aims to capitalize biological, mechanical and aesthetic features to enhance soft tissue
on opportunities based on world-class medical innovation across the and bone healing.
entire Nordic region, including more mature investments where returns
may be realised more quickly than from early stage companies. Promimic
In October, Promimic signed a strategic agreement with Amendia Inc. (US)
As part of this strategy, a new non-exclusive agreement was signed
that will allow Amendia to develop Promimics HAnano Surface technology
with Karolinska Institutet Holding AB (KIHAB) that will enable Karolinska
Development to look at broader investment opportunities across the for use with its patient-focused spinal implants. HAnano Surface is a
region while continuing to see high-quality opportunities at KIHAB nanometer-thin coating that accelerates bone integration and increases
based on its expected co-investment in a new planned incubator fund, the anchoring strength of implants, thereby enhancing healing.
expected in 2016.
In March, Umecrine Cognition completed a private financing round - Athera Biotechnologies AB, amounts to SEK -89.0m
that will support the clinical development of its lead drug candidate - Pharmanest AB, amounts to SEK -124.8m
GR3027 for hepatic encephalopathy in liver disease patients. New - XSpray Microparticles AB, amounts to SEK -84.7m
2015 Investments
OSSDsign 22 / 47
Aprea 37 / 3
Dilaforette H. 17 / 5
Umecrine Cognition 21
Akinion 18 / 2
Dilafor 3/5
Clanotech 5/1
Umecrine Mood 5
Lipidor 5
Promimic 3
Xspray 3
Inhalation Science Sweden 2
Investments by Karolinska Development
Pharmanest 1 Investments by other investors
Remuneration guidelines for the CEO Karolinska Development does not provide any forecasts with regard to
the divestment of portfolio companies.
and other senior executives as well
as other conditions
Environment and responsibilities
Remuneration guidelines for senior executives are prepared and
Karolinska Developments operations do not involve any special
approved by the Board of Directors. The guidelines are adopted by the
environmental risks and do not require any special environmentally
Annual General Meeting 2015, see note 5.
related permits or authorizations from authorities. Karolinska
Development undertakes its operations according to the applicable
Board of Directors proposal for
health and safety regulations and offers its employees a safe and
remuneration guidelines for senior executives
sound working environment.
to the Annual General Meeting 2016
Uncertainty in forecasts
Cash flow
Cash flow from operating activities -325 -109 -71 43 -568 -304
Cash flow from financing activities 332 86 -2 -2 563 -7
Cash flow for the year 7 -22 -73 41 -5 -311
Key ratios
Capital employed 603 1,292 1,574 2,126 2,075 1,755
Return on equity -425% -30% -35% 2% -12% -16%
Return on capital employed -175% -29% -35% 2% -12% -16%
Equity to total assets ratio 40% 95% 99% 99% 100% 99%
Average number of employees 13 13 14 16 16 15
Total 207,761,598
Assets
Non-current assets
Tangible non-current assets 8 106 317 529
Shares in joint ventures and associated companies 9 267,651 1,113,454 1,336,406
Loans receivable from portfolio companies 10 914 12,062 5,894
Other financial assets 17 38,113 38,113 38,113
Total non-current assets 306,784 1,163,946 1,380,942
Current assets
Accounts receivable - - 3
Receivables from portfolio companies 3,549 895 254
Other short-term receivables 11 5,995 3,103 3,225
Prepaid expenses and accrued income 12 897 12,364 1,477
Short-term investments 17 277,646 128,443 165,334
Cash and cash equivalents 17 19,589 12,885 35,323
Total current assets 307,670 157,690 205,616
TOTAL ASSETS 614,460 1,321,636 1,586,558
SEK 000 Note Share capital Share premium Retained earnings Total
Opening equity at 1 Jan 2015 13 26,692 1,828,844 -598,724 1,256,812
Net profit/loss for the year -1,054,673 -1,054,673
Total comprehensive income/loss for the year -1,054,673 -1,054,673
Convertible loan - equity component 49,528 49,528
Issue costs -4,136 -4,136
Effect of incentive programs 317 317
Share issue 33 33
Closing equity at 31 Dec 2015 26,725 1,874,236 -1,653,080 247,881
Opening equity at 1 Jan 2014 24,266 1,768,179 165,159 1,957,604
Effect of change in presentation of Net Fair Value -393,059 -393,059
Opening equity at 1 Jan 2014 (restated) 13 24,266 1,768,179 -227,900 1,564,545
Net profit/loss for the year -371,488 -371,488
Total comprehensive income/loss for the year -371,488 -371,488
Share issue 2,426 60,665 63,091
Effect of incentive programs 664 664
Closing equity at 31 Dec 2014 (restated) 26,692 1,828,844 -598,724 1,256,812
Opening equity at 1 Jan 2013 13 24,266 1,768,179 323,060 2,115,505
Net profit/loss for the year -157,315 -157,315
Total comprehensive income/loss for the year -157,315 -157,315
Effect of change in presentation of Net Fair Value -393,059 -393,059
Effect of incentive programs 1,897 1,897
Share repurchase -2,483 -2,483
Closing equity at 31 Dec 2013 (restated) 24,266 1,768,179 -227,900 1,564,545
Supplemental disclosure
Supplemental disclosure
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 19,589 12,885
Short-term investments, market value at closing date 277,646 128,443
CASH AND CASH EQUIVALENTS AND SHORT-TERM 297,235 141,328
INVESTMENTS AT THE END OF THE YEAR
1) Surplus liquidity in the Investment Entity is invested in fixed income funds and is recognized as short-term investments with a maturity exceeding three months.
These investments consequently are not reported as cash and cash equivalents and therefore are included in cash flow from operating activities. The supplemental
disclosure is presented to provide a comprehensive overview of the Investment Entitys available funds, including cash, cash equivalents and short-term investments.
Supplemental disclosure
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 19,589 12,885
Short-term investments, market value at closing date 277,646 128,443
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS 297,235 141,328
AT THE END OF THE YEAR
1) Surplus liquidity in the Parent Company is invested in fixed income funds and is recognized as short-term investments with a maturity exceeding three months.
These investments consequently are not reported as cash and cash equivalents and therefore are included in cash flow from operating activities. The supplemental
disclosure is presented to provide a comprehensive overview of the Parent Companys available funds, including cash, cash equivalents and short-term investments.
Note 1
the application of accounting policies and carrying amounts of assets,
liabilities, revenue and expenses. The estimates and assumptions are
based on historical experience and various other factors which are
considered appropriate under prevailing conditions. The results of these
Accounting policies estimates and assumptions are then used to assess the carrying amounts
of assets and liabilities that are not otherwise evident from other sources.
Operations in general The actual result may differ from these estimates and assessments.
Karolinska Development AB (publ) (Karolinska Development,
Investment Entity or the Company) obtains funds from several Estimates and assumptions are reviewed periodically. Changes
independent investors/shareholders by issuing shares and interest- in estimates are recognized in the period the change is made if
bearing instruments. The Company invests the proceeds in portfolio the change only affects that period or in the period the change
companies that develop medical innovations, as described below, is made and future periods if the change affects both the current
and whose sole purpose is to generate a return through capital period and future periods.
appreciation and investment income. These temporary investments,
which are not investment entities, are designated portfolio companies The following accounting policies for the Investment Entity have
below. The Company, with Corporate Identity Number 556707-5048, been applied consequently to all periods presented in the financial
is a limited liability company with its registered office in Solna, Sweden. statements, unless otherwise stated below.
Karolinska Development AB aims to create value for investors, patients
and researchers by investing in portfolio companies that develop
Amendments to the accounting policies
products that can be sold or out-licensed with high returns. The
business model is to select the most commercially attractive medical
and disclosures
innovations, develop innovations to the stage where the greatest Error correction regarding potential distribution to Rosetta Capital,
return on investment can be achieved and commercialize innovations implemented during the second quarter 2015. See Note 17. New
through the sale of portfolio companies or out-licensing of products.
valuation guidlines regarding fair value of portfolio companies was
Future deal flow will be sourced via an amended agreement with
implemented during the second quarter 2015. See Note 1 and 17.
Karolinska Institutet Innovations AB, through an extended network of
New accounting policy regarding loans to portfolio companies in the
contracts at research institutions across the Nordic region, and through
Investment Entity, implemented during second quarter 2015. See Note 9.
relationships with other specialist life sciences investors.
The following significant assessments have been made in determining Important sources of uncertainty in estimates
whether the Company qualifies as an investment entity:
Following are the most important future assumptions and other
important sources of uncertainty at the end of the reporting period that
entail a significant risk of material adjustments in the carrying amounts
Karolinska Development invests in portfolio companies for the of assets and liabilities during the next financial year.
purpose of generating a return in the form of capital appreciation
and investment income. Karolinska Development does not receive, Valuation of portfolio companies
nor does it have as its aim to receive, benefits from the Companys
As a complement to the application of IFRS 13, fair value is measured
investments that are not available to other parties not related to
according to the fundamental valuation methodology based on
the investee. The commercial purpose is not to develop medical
International Private Equity and Venture Capital Valuation Guidelines
products as such, but rather to invest to create and maximize
(IPEV Guidelines).
the return. An important factor in the assessment is Karolinska
Developments involvement in the investments operations, since
Valuation method
the Company provides certain services to support the development
projects in the portfolio investments. Because of its influence as The valuation of the companys portfolio is based on the International
a shareholder, Karolinska Development normally appoints one or Private Equity and Venture Capital Valuation Guidelines (IPEV) and IFRS
more board members of the portfolio companies. Despite that it 13 Fair Value Measurement. Based on the valuation criteria provided
provides certain services to the portfolio companies, Karolinska by these rules, an assessment is made of each company to determine
Development has reached the conclusion that it meets the criteria a valuation method. This takes into account whether the companies
for an investment entity. have recently been financed or involved with a transaction that includes
an independent third party. If there is no valuation available based on a
Moreover, the primary criterion of evaluating the portfolio companies similar transaction, discounted cash flow models (DCF) may be used.
is based on fair value. Although Karolinska Development also
DCFs of the underlying business consider all of the cash flows of a
monitors the portfolio companies through studies and clinical trials,
portfolio company, which are then discounted with an appropriate
for instance, the primary purpose of monitoring these key terms is
rate and also risk adjusted to take the development risks in
to better understand changes in fair value and assess the need for
pharmaceutical development into consideration. The revenue streams
additional future investments.
are approximated from epidemiological data on the intended
therapeutic indication and a number of assumptions such as pricing
The Company has a documented exit strategy for all its portfolio
per patient and year, market share and market exclusivity (from IPR
companies. Karolinska Developments investment strategy is to
and regulatory market protection). As described in the IPEV Valuation
retain investments for a limited period. In every decision whether Guidelines, the inputs in the DCF models are constructed with a
to invest in a company, the company and/or development project high level of subjectivity. Hence, this method is only suitable for late
in question must have clear potential for a final exit, e.g., through stage assets, either pharmaceutical companies with lead projects
a sale to an outside party, that the asset can be transferred or in late stage (Phase III) development or technology projects with an
that there is a potential that the project (portfolio company) will be established market presence and where the revenues can be projected
licensed to an outside party with a high return to global partners. with a higher degree of confidence than in products in earlier stages
The exit strategies are taken into consideration in the valuations. of development. As of 31 December 2015, there are no portfolio
companies valued by DCF.
The cautious approach is particularly applied if an investment round Value of contracts and value distribution
is followed by a round that included a then third party investor. An
increase in fair value may be merited if, e.g., milestones have been The estimated contract value (including royalties) is based on
reached during the time between investments, although in certain an estimate of sales potential and the buyers development,
cases a large increase may not be considered. In these cases the manufacturing and marketing costs for the particular project.
amount invested since the investment round with third party investors
should be added to correspond to the appreciation in value, while Contract value is based on a value allocation principle in
additional increases in value are not be included until the valuation is which the sellers portion of the total value increases with the
validated by new third party investors. maturation of the project.
For pharmaceutical projects, the costs are probability adjusted Operating expenses and financial income
depending on the phase of development. and expenses
A change in any of these assumptions would affect the valuation and Interest income includes accrued transaction costs and any discounts,
may have a significant impact on the Investment Entitys results of premiums and other differences between the original value of the claim
operations. Additional disclosures on the sensitivity in these valuations and the amount received at maturity.
to reasonable possible changes in inputs as described above are
included in the notes to these financial statements. Issue costs and similar direct transaction costs for raising loans are
distributed over the term of the loan.
Foreign currencies
Dividend income is recognized when the shareholders right to receive
Transactions in foreign currencies payment is established.
Transactions in foreign currencies are translated into the functional
currency at the exchange rate prevailing on the transaction date. Earnings per share
Monetary assets and liabilities denominated in foreign currencies are
Earnings per share before dilution are calculated by dividing the
translated into the functional currency at the exchange rate prevailing
net profit/loss for the year attributable to the Investment Entitys
on the closing date. Exchange differences arising on translation are
shareholders by a weighted average number of shares outstanding
recognized through profit or loss. Non-monetary assets and liabilities
during the period.
measured at historical cost are translated into the exchange rate on
the transaction date. Non-monetary assets and liabilities carried at fair
The weighted average number of outstanding shares is calculated
value are translated into the functional currency at the rate prevailing on
by adjusting the number of shares outstanding at the beginning of
the date when the fair value was determined. The change in exchange
the period for share issues and repurchases made during the period,
rates is then recognized in the same manner as other changes in the
multiplied by the number of days that the shares were outstanding in
value of the asset or liability.
relation to the total number of days in the period. For diluted earnings
per share, the number of shares is adjusted for all dilutive potential
The Investment Entitys functional currency, as well as its reporting
shares, which include warrants. The warrants are dilutive if the exercise
currency, is Swedish kronor.
price is less than the estimated fair value of the Investment Entity's
shares and this reduces earnings per share after dilution.
The Investment Entity has financial instruments in the following categories: Financial liabilities at fair value through
profit or loss
Financial assets at fair value through profit
This category comprises financial liabilities held for trading and
or loss (FVTPL) derivatives that are not used for hedge accounting. Liabilities in this
This category has two subgroups: held for trading and financial assets category are measured at fair value with changes in value recognized
designated at FVTPL. Financial assets in this category are measured through profit or loss. Other financial liabilities have been assessed as
continuously at fair value with changes in value recognized through belonging to this category. For the presence, no liabilities in this category.
profit or loss.
Other financial liabilities
This category includes shares in portfolio companies, other financial
This category includes loans and other financial liabilities, e.g.,
assets and short-term investments.
accounts payable. Loans are measured at amortized cost. Amortized
For financial assets at amortized cost, the impairment represents the Current tax is tax to be paid or received for the current year, applying
difference between the assets carrying amount and the present value the tax rates enacted or substantively enacted by the closing date. This
of estimated future cash flows discounted to the original effective includes adjustments to current tax attributable to prior periods.
interest rate.
Deferred tax is calculated on the difference between recognized
Share capital tax and tax values of the Investment Entitys assets and liabilities.
Deferred tax is accounted for using the balance sheet liability method.
Dividends Deferred tax liabilities are generally recognized for all taxable temporary
differences, while deferred tax assets are recognized to the extent it is
Dividends are recognized as a liability after the AGM has approved
probable that the amounts can be offset against future taxable profits.
the dividend.
Other revenue - 17
Note 3
EY
Tax consulting - -
Other services - -
Total 1,425 0
Deloitte
The Investment Entity has chosen to finance premises and equipment Remuneration to senior executives
through operating leases. Expensed leasing payments and future
contractual leasing payments are indicated below. The remuneration guidelines for senior executives are prepared by the
Board and resolved by the Annual General Meeting. According to the 2015
remuneration guidelines for senior executives, the main features are as
SEK 000 2015 2014 follows. Karolinska Development will maintain the remuneration levels and
terms required to recruit and retain senior executives with the competence
Expensed leasing payments during the period 2,080 1,992
and experience needed to achieve the Companys operational goals. Total
Future leasing payments remuneration to senior executives must be competitive, reasonable and
Within one year 1,060 1,462 appropriate. Fixed base salary is determined based on the individuals area
of responsibility and experience. Variable salary (i) is formulated with the
Between one year and five years 0 996 aim of encouraging Karolinska Developments longterm value creation; (ii)
Total future leasing payments 1,060 2,458 is governed by criteria that are predetermined, clear, measurable and can
be influenced; (iii) has established limits for the maximum outcome; and (iv)
is not pensionable income. If terminated by the Company, the CEO term of
notice is six months. Severance applies only to the CEO.
The table on the next page shows the remuneration to the CEO and other
senior executives during the financial year.
Note 5
2014
Base salary1/ Variable benefits and Pension costs Total
SEK 000 Board fee remuneration2 remuneration costs remuneration
Bruno Lucidi, CEO 783 45 73 901
Torbjrn Bjerke, former CEO 3,569 4,729 1,693 9,991
Klaus Wilgenbus, former CEO 450 450
Terje Kalland, Deputy CEO 2,223 5 663 2,891
Bo Jesper Hansen, Chairman 400 400
Hans Wigzell, Board member 200 200
Per-Olof Edin, former Board member 200 200
Rune Fransson, former Board member 40 40
Klaus Wilgenbus, former Board member 200 200
Charlotte Edenius, Board member 200 200
Vlad Artamonov, Board member 200 200
Henrijette Richter, Board member 200 200
Robert Holland, Board member 200 200
Carl Johan Sundberg, Board member 200 200
Other senior executives (7 persons) 9,880 6,473 19 2,644 19,016
Total 18,945 6,473 4,798 5,072 35,288
1Base salary excluding vacation compensation. 2Reserve for Bonus program 2014:1.
Men 6 4
Variable remuneration
Karolinska Development has four categories of programs with variable
Women 2 2
salaries. One is a combined warrant and profitsharing program for senior
8 6 executives, consisting of three program stages, which was adopted by
the AGMs in 2008, 2009 and 2010 (all programs have experid without
any subscription by the participants). In 2012, 2013, 2014 and 2015,
Compensation to CEO the AGMs resolved to introduce new Performance Share Programs,
PSP 2012 for senior executives, PSP 2013, PSP 2014 and PSP 2015
Pension terms for all personnel. In 2014, the Board of Directors resolved to introduce
A contractual pension equivalent to 13% of gross salary, consisting of an incentive program, STI 2014, and the 2015 AGM resolved to introduce
premium-based compensation. a long-term incentive program, STI 2015, for senior executives. In 2014,
the Board of Directors resolved to introduce Bonus Program 2014:1 for
Incentive program for the CEO
senior executives.
An incentive program has been implemented for the CEO based on exits
in the portfolio. The compensation amounts to 2.0% of the net proceeds
20082010 Profit-sharing programs
paid to the company upon the exit. The compensation is paid out only
during employment, not during the term of notice. The compensation is The profit-sharing plan is based on annual sub-plans. The first sub-plan
limited to SEK 25 million per calendar year. The 2% compensation will relates to Karolinska Development s investment portfolio as of 31 December
include all cost for the company in relation to the payment therof. In the 2007. The subsequent sub-plans relate to the investments in Karolinska
event the program and an STI program cover the same event that triggers Development as of December 31 which the Com- pany completed during the
payment, there is no double payment. calendar year immediately preceding the issuance of the respective sub-plan.
Compensation to former CEOs Each profit sharing plan lasts 15 years and provides entitlement to a
certain por- tion of return proceeds from divested investments to which
Torbjrn Bjerke the plan refers. The first settlement will take place after the fifth year of
the term; this payment takes into account the returns during years 1-5
Torbjrn Bjerke, who stepped down as CEO on 30 September 2014, was
of the term. Thereafter, payments are made annually, retroactively until all
entitled to a six-month term of notice and twelve months of severance.
the investments that the sub-plan refers to have finally been disposed of
During this period, Torbjrn Bjerke has a contractual pension amounting to 21
or until the 15-year limit is reached and the sub-plan matures. Payments
percent of his gross salary, which is comprised of a premium-based provision.
must be made as soon as possible after the AGM has been held.
Bruno Lucidi
Each sub-plan provides entitlement to a cash payment equivalent to a
Bruno Lucidi, who took the position of CEO on 15 October 2014 and total of 5 percentage points of the portion of returns realized from the
stepped down as CEO on 28 January 2015, had a contractual term of investments that the sub-plan relate to, in excess of a threshold rate of 6
notice of six months and under certain circumstances six months of percent for the years 2008-2012 and 8 percent for the year 2013 onwards.
contractual severance. During his term of notice, Bruno Lucidi has a
contractual pension amounting to 21 percent of his gross salary, which is Disbursement pursuant to each sub-plan should be limited as follows: To
comprised of a premium-based provision. the extent that returns exceed an annual return of 35 percent, the portion
that exceeds the returns accruing to participants in the profit-sharing
Other senior executives plan will be halved (i.e., if the rate was previously 5 percent, as indicated
above, it will in this part instead be 2.5 percent). To the extent that returns
Severance exceed 50 percent, the amount in excess of
even after the termination of employment provided that they are still active SEK 14.65, an exercise price of SEK 0.5, an anticipated maturity 3.1
years, an anticipated volatility of 42.5%, an anticipated dividend of zero
in the Company on a consulting basis.
percent and a risk-free rate of interest of 0.87%. The fair value of a
Performance Share Right on the allotment date in December 2012 was
The cooperation with the European Investment Fund entitles Karolinska
set at SEK 7.20 based on a Monte Carlo simulation. The inputs in the
Develop- ment to a share in the profits of the co-investment structure beyond
model were a share price of SEK 14.65, an exercise price of SEK 0.5,
Karolinska Developments capital input in the structure, provided that 37.5
an anticipated maturity 3.1 years, an anticipated dividend of zero percent
percent of this pro- fit is further distributed through Karolinska Developments
and a risk-free rate of interest of 0.87%. The condition related to share
profit-sharing plan. This redistribution has been implemented in the profit-
price performance has been taken into account in the valuation of the
sharing plan so that this right to profit-sharing is divided between the
Performance Share Rights. Anticipated volatility is based on historical
sub-plans for 2010, 2011 and 2012 in relation to the size of the plans. The
volatility and comparisons with similar companies.
right to profit-sharing through the cooperation with the European Investment
Fund therefore applies beyond the profit-sharing based on excess returns as The company has covered social security contributions related to the
described above. Because of the limited returns to date, this approach has program by acquiring 150,600 of its own shares.
not had any accounting effects.
Cost cuts of SEK 1.7m (SEK 0.0m) were recognized for the share-based
Performance Share Program 2012 (PSP 2012) incentive program in 2015.
possible after receiving the subscription option. Subscription options will Share Right and five Performance Shares. The maximum number of
Performance Shares and Matching Share Rights is 480,000. The program
be allocated after publication of the companys interim report for the first
comprises a maximum of seventeen participants.
quarter 2015, though no earlier than three years after the agreement on
PSP 2012 was signed (vesting period).
Each Performance and Matching Share Right is entitled to the allotment
of one subscription option. Each subscription option entitles its holder to
There are no performance conditions for the Matching Share Rights, but
acquire one series B share at a subscription price corresponding to the
each participant must remain an employee during the vesting period and
shares par value and assuming that the option is exercised as soon as
may not have sold their Savings Shares. The Performance Share Rights
possible after receiving the subscription option. Subscription options will
have the same terms as the Matching Share Rights. In addition, there
be allotted after publication of the companys interim report for the first
is a target related to Karolinska Developments share price performance
quarter 2016, though no earlier than three years after the agreement on
and a comparison between the so-called Start Price and End Price. PSP 2013 was signed (the vesting period).
The Start Price is measured as the average over ten trading days. The
Board of Directors determines the measurement period. However,
and comparisons with similar companies. share incentive program for employees where participants acquire
shares (Savings Shares) on the open market. Under certain conditions
The company has covered social security contributions related to the participants may receive, free of charge, a maximum of five Performance
program by acquiring 93,685 of its own shares. Shares and one Matching Share Right from the company for each Savings
Share they purchase. Matching Share Rights and Performance Shares are
An expense of SEK 0.9m (SEK 0.9m) was recognized for the share-based allotted after three years. The maximum number of Performance Shares
incentive program in 2015. 76 per cent of the expenses estimates for Terje and Matching Share Rights was 1,078,410. The program comprises a
Kalland, 23 per cent for other management and 1 per cent for other employees. maximum of ten participants.
Performance based share incentive program To receive Matching Share Rights, a participant must still be employed
during the vesting period. The Performance Shares have a target
2014 (PSP 2014)
related to Karolinska Developments share price performance and a
On 14 May 2014, the Annual General Meeting adopted a new comparison between the so-called Start Price and End Price. The Start
performance based share incentive program for employees where Price, measured as an average over ten trading days from 21 May 2015
participants acquire shares (Savings Shares) on the open market. Under through 3 June 2015, is SEK 11.39. The End Price is measured as the
certain conditions participants may receive, free of charge, a maximum average over ten trading days beginning on 2 May 2018. For an allotment,
of five Performance Shares and one Matching Share Right from the the share price must rise by a total of 15% above the Start Price. For a
company for each Savings Share they purchase. Matching Share Rights maximum allotment (five Performance Shares per Savings Share), the
and Performance Shares are allotted after three years. The maximum share price must rise by 100% above the Start Price. Within this span,
number of Performance Shares and Matching Share Rights is 761,350. allotments are made proportionately. Allotments are capped at 35 times
The program comprises a maximum of fourteen participants. the Start Price, after which the number of allotted Performance Shares
is reduced. Participants will be compensated in cash for dividends paid
Although there are no performance conditions for the Matching Share during the period.
Rights, each participant must remain an employee during the vesting
period. The Performance Shares have a target related to Karolinska The company intends to cover social security contributions related to
Developments share price performance and a comparison between the the program by acquiring and transferring a maximum of 338,840 of its
An expense of SEK 0.4m (SEK 0.0m) was recognized for the share-based
incentive program in 2015. All expenses for CEO Jim Van heusden.
Interest expenses balance sheet primarily relate to losses generated by the Parent Company.
Deferred tax assets have not been recognized for these losses, since it is
SEK 000 2015 2014 unlikely that Karolinska Development AB will be able to utilize the tax losses
(restated) carried forward to offset against future taxable profits, despite that there is
Accrued interest convertible loan -40 045 - no time limit on these tax losses carried forward. Unrecognized deferred
tax assets for Karolinska Development amounted to SEK 45,435 thousand
Interest expenses -13 -4
(SEK 79,294 thousand) at year-end 2015, and SEK 64,337 thousand
Total -40 058 -4 (SEK 64,337 thousand) relates to deficits that are restricted by Group
contributions and mergers.
SEK 000 31 Dec 2015 31 Dec 2014 SEK 000 31 Dec 2015 31 Dec 2014
(restated) (restated)
At the beginning of the year 1,113,454 1,729,465 VAT receivables 378 2,068
Interest 1,602 -
Equity
Changes in share capital
Net asset value per share During the fourth quarter 2012, the Parent Company and the Investment
Entity repurchased 150,600 shares with a par value of SEK 0.5 for
Investment Entity consideration amounting to SEK 2,243,879. The shares were repurchased
SEK 000 31 Dec 2015 31 Dec 2014 to cover the social security expenses in the incentive program PSP 2012
(restated) resolved by the Annual General Meeting in 2012.
Net assets
During the third quarter 2013, the Parent Company and the Investment
Cash and cash equivalents 19,589 12,885 Entity repurchased 93,685 shares with a par value of SEK 0.5 for
consideration amounting to SEK 2,483,025. The shares were repurchased
Short-term investments 277,646 128,443
to cover the social security expenses in the incentive program PSP 2013
Loans receivable from portfolio companies 12,062 resolved by the Annual General Meeting in 2013.
Total net asset value 248,355 1,247,555 Retained earnings incl. net profit/loss
for the year
Number of shares 53,205,355 53,140,273
Retained earnings including current year results include retained earnings
of the Parent Company. Previous allocations to the statutory reserve are
included in this equity item.
Net asset value per share 4.67 23.48
Other 1 2
The liability component of a compound financial instrument is initially
recognized at fair value for a similar liability without a conversion right
to shares. The equity component is initially recognized as the difference Total 4,425 1,023
between the total fair value of the compound financial instrument and the
fair value of the liability component. Directly attributable transaction costs
are allocated to the liability and equity components in proportion to their
initial carrying amounts.
determined on the date of issuance. Payroll tax and accrued pension costs 2,025 3,571
The convertibles are presented in the balance sheet according to the Accrued employers contributions 1,682 4,903
Interest paid - -
2015
Financial assets at fair value
through profit or loss
SEK 000 Financial assets Held for Loan and Other financial Total carrying Fair value
designated at FVTPL trading receivables liabilities amount
Shares in portfolio companies 267,651 267,651 267,651
at fair value through profit or loss
Loans receivable from portfolio companies 914 914 914
Other financial assets 38,113 38,113 38,113
Receivables from portfolio companies 3,549 3,549 3,549
Short-term investments at fair value through profit or loss 277,646 277,646 277,646
Cash and cash equivalents 19,589 19,589 19,589
Total 305,764 277,646 24,052 0 607,462 607,462
Convertible loan 349,205 349,205 349,205
Other financial liabilities 5,439 5,439 5,439
Accounts payable 1,444 1,444 1,444
Liabilities to portfolio companies 513 513 513
Total 356,601 356,601 356,601
2014 (restated)
Financial assets at fair value
through profit or loss
SEK 000 Financial assets Held for Loan and Other financial Total carrying Fair value
designated at FVTPL trading receivables liabilities amount
Shares in portfolio companies 1,113,454 1,113,454 1,113,454
at fair value through profit or loss
Loans receivable from portfolio companies 12,062 12,062 12,062
Other financial assets 38,113 38,113 38,113
Receivables from portfolio companies 895 895 895
Short-term investments at fair value through profit or loss 128,443 128,443 128,443
Cash and cash equivalents 12,885 12,885 12,885
Total 1,151,567 128,443 25,842 0 1,305,852 1,305,852
Convertible loan 22,858 22,858 22,858
Other financial liabilities 11,686 11,686 11,686
Accounts payable 4,668 4,668 4,668
Liabilities to portfolio companies 442 442 442
Total 39,654 39,654 39,654
Fair value measurement Level 3- Fair value determined based on valuation models where
significant inputs are based on non-observable data
Following a review of the companys approach to valuating investments
in the portfolio, the company implemented new guidelines to estimate fair
value in Level 3 as of 30 June 2015.
Investment Entitys assets and liabilities at fair value as of 31 December 2014, restated
In 2015, loans receivable from portfolio companies were transferred to Level 3 in accordance with the new accounting policies.
Impact on fair value of the agreement and risks rests with both the Parent Companys finance department and
the local subsidiaries. The overarching objective of the finance function is
with Rosetta Capital to provide cost-effective financing and to minimize adverse effects on the
Potential distribution to Rosetta Capital is the amount that KDev Investment Entitys earnings from market fluctuations.
Investments', according to the investment agreement between Karolinska
Development and Rosetta Capital, is obligated to distribute to Rosetta Currency risk
Capital from the proceeds received by KDev Investments' (KDev Investments
Currency risk is the risk that changes in exchange rates will negatively
fair value). The distribution to Rosetta Capital will only happen when KDev
impact the Investment Entity. The Investment Entitys foreign exchange
Investments' distributes dividends. If Rosetta Capital has not received 2.5
exposure consists of transaction exposure resulting in exposure in foreign
times the amount invested in KDev Investments' by Rosetta Capital by
currency linked to the contractual cash flows and balance sheet items
7 March 2018, Rosetta Capital may require Karolinska Development to
where changes in exchange rates affect the results and cash flows. The
acquire Rosettas shares in KDev Investments'. The price payable for the
Investment Entitys exposure to currency risk is not significant.
KDev Investment shares is the fair value of the shares, capped at 10% of the
market capitalization of Karolinska Development at the time of the purchase.
Karolinska Development can decide whether to pay the purchase price in Credit risk
cash or in the form of Karolinska Development shares. Credit risk is the risk that the counterparty to a transaction fails to fulfill its
obligations under the contract and that any guarantee does not cover the
Net Fair Value after potential distribution to Rosetta Capital is the net Investment Entitys claim. Maximum credit risk exposure is equivalent to the
aggregate proceeds that Karolinska Development will receive after KDev book value of financial assets.
Investments distribution of proceeds to Rosetta Capital.
The credit risk in cash, cash equivalents and short-term investments is limited
Expanded fair value calculations taking into as the Investment Entitys counterparties are banks with high credit ratings.
consideration the portfolio valuation and
potential distribution to Rosetta Capital Assets exposed to credit risk
SEK 000 31 Dec 2015 31 Dec 2014
SEK m 31 Dec 2015 31 Dec 2014 (restated)
Fair value of Karolinska Development 134 485 Loans receivable from portfolio companies 914 12,062
Fair value of KDev Investments' 458 1,167 Other financial assets 38,113 38,113
Total fair value 592 1,652 Receivables from portfolio companies 3,549 895
Potential distribution to Rosetta Capital 324 539 Other short-term receivables 5,995 3,103
of fair value of KDev Investments'
Short-term investments 277,646 128,443
Net fair value after potential 268 1,113
distribution to Rosetta Capital Cash and cash equivalents 19,589 12,885
Interest risk
Interest risk is the risk that changes in market interest rates affect cash flow
or the fair value of financial assets or liabilities.
Liquidity risk
Liquidity risk is the risk that the Investment Entity cannot meet its short-
term payment obligations. The Investment Entitys guidelines state that the
liquidity reserve must remain at such a level that it meets the Investment
Entitys ongoing liquidity requirements and requirements for investments
in portfolio companies for the following six-month period. The Companys
liquid funds on the closing date provide the Investment Entity with the
scope to maintain an active strategy with regard to investments in the
portfolio companies for 12 months. This makes it possible to retain current
ownership interests in the portfolio companies.
SEK 000 Within 3 months 3-12 months 1-5 years Over 5 years Total
Convertible loan - - 349,205 - 349,205
Accrued interest convertible loan1 - - - - 0
Accounts payable 1,444 - - - 1,444
Liabilities to portfolio companies 513 - - - 513
Other current liabilities 4,425 - - - 4,425
Total 6,382 - 349,205 - 355,587
2014 (restated)
SEK 000 Within 3 months 3-12 months 1-5 years Over 5 years Total
Convertible loan - - 22,858 - 22,858
Accounts payable 4,668 - - 4,668
Liabilities to portfolio companies 442 - - - 442
Other current liabilities 1,023 - - - 1,023
Total 6,133 - 22,858 - 28,991
Management of capital risks pension plans. Accordingly, payment of premiums corresponds to final
settlement of the undertaking vis--vis the employee.
The Investment Entitys capital management objective is to ensure the
Investment Entitys capacity to continue operations, generate reasonable In accordance with IAS 19 and the regulations for defined contribution
returns for shareholders and provide benefits to other stakeholders. The pension plans, the Investment Entity therefore reports no assets or
Investment Entitys policy is to minimize the risks in capital management. liabilities, with the exception of special payroll contributions, related to these
In accordance with the Investment Entitys investment guidelines, surplus endowment insurance policies. The Parent Company recognizes an asset
liquidity is managed by an external manager. The portfolio will maintain an and corresponding liability.
average term of no longer than 1.5 years and invest in fixed income funds or
interest-bearing instruments. Rosetta put option
On 7 March 2013, Rosetta Capital IV LP acquired 13.66% of KDev
Investments' AB for a total purchase price of SEK 220m. According to the
Note 18
transfer agreement, Karolinska Development is obligated, under certain
conditions, to redeem Rosettas shares in KDev Investments' AB on or after
7 March 2018. According to the terms, Rosetta has the right to request
redemption if Rosetta has not received a return equivalent to 2.5 times
Pledged assets and contingent liabilities the capital invested to acquire the shares in KDev Investments' AB. The
value of the put option corresponds to the fair value of the shares in KDev
SEK 000 31 Dec 2015 31 Dec 2014
Investments' that Rosetta owns at the time of redemption. The obligation is
Pledged assets limited to a value corresponding to ten percent of the outstanding shares in
Karolinska Development and can be fulfilled through the issuance of shares or
Endowment insurance 4,180 4,286
payment in cash. Karolinska Development has the right to choose the form of
Total pledged assets 4,180 4,286 payment. Karolinska Development considers the fair value of the put option in
issue to be zero as of the closing date.
Endowment insurance
Individual pension undertakings have been guaranteed in the form of
Company-owned endowment insurance policies. The Investment Entity has
no further obligation to cover possible shortfalls in the endowment insurance
or to pay any amount in excess of the premiums paid, due to which the
Investment Entity considers these pension plans to be defined contribution
Note 20
Subsidiaries
See Directors Report, page 30. portion of the acquisition cost of shares in subsidiaries.
Note 21
Shares in associated companies and joint ventures are recognized at
acquisition cost in the Parent Companys financial statements. Dividends are
recognized as revenue when they are adopted by the Annual General Meeting.
The Parent Companys annual report has been prepared in accordance with Shares in other long-term securities holdings are recognized at acquisition
the Swedish Annual Accounts Act (1995:1554) and recommendation RFR cost in the Parent Companys financial statements.
2 Accounting for Legal Entities from the Swedish Financial Reporting Board.
Statements UFR 3-9 from the Swedish Financial Reporting Board have Impairments
been applied as well. Application of RFR 2 means that the Parent Company
will apply all EU-approved IFRS as far as possible within the framework of The Company reports holdings in subsidiaries, joint ventures, associated
the Annual Accounts Act and the Pension Obligations Vesting Act and take companies and other long-term securities holdings according to the cost
into consideration the relationship between reporting and taxation. The method. If holdings in subsidiaries, joint ventures, associated companies or
policies described in Note 1 regarding the Investment Entity also apply to other long-term securities holdings are valued at below cost on the closing
the Parent Company unless otherwise indicated below. date, the holding is written down to the lower value.
The following accounting policies for the Parent Company have been Shareholder contributions
applied consistently to all periods presented in the Parent Companys
financial statements. Shareholder contributions are recognized directly against the recipients
shareholders equity and against the shares and participations of the
contributor to the extent that impairment is not required.
Tax consulting - -
Other services - -
Deloitte
Note 23 Auditor fees refer to the auditors remuneration for the statutory audit. The
work includes the examination of the annual report and accounting records,
the administration by the Board and the CEO, and fees for auditing advice
Information on the Parent Company in connection with the audit assignment. Audit related services primarily
SEK 000 2015 2014 relate to quality assurance services other than the statutory audit.
(restated)
Note 25
Invoiced costs 1,246 17
Operating leases
SEK 000 Board Other Board Other Interest income 2,460 637
and CEO employees and CEO employees Change in value of short-term investments - 1,188
Salaries and remuneration 12,231 8,160 13,844 24,031 Exchange rate gains 12 -
Pension costs 1,114 2,031 2,428 3,096 Reversal of impaired receivables from - -
joint ventures and associated companies
Total 13,345 10,191 16,272 27,127
Other financial income 334 672
Note 27
Note 30
Impairment
SEK 000 % 2015 % 2014 SEK 000 31 Dec 2015 31 Dec 2014
(restated) Accumulated acquisition cost
Profit/loss before tax -883,503 -290,774 At the beginning of the year 659 659
Income tax expense 22.0% 194,371 22.0% 63,970 Investments during the year - -
calculated at applicable rate Closing balance 659 659
in the Parent Company Accumulated amortization and impairments
Tax effect of At the beginning of the year -342 -130
Non-deductible expenses -177,350 -51,596 Depreciation for the year -212 -212
Disposals 1 0
Tax-exempt income 444 546
Closing balance -553 -342
Issue costs 4,875 2,233
Carrying amount 106 317
Increase in tax losses carried -22,340 -15,152
forward without corresponding
capitalization of deferred tax
Deferred tax assets have not been recognized for these deficits as it is unlikely At the beginning of the year 40,212 32,875
that Karolinska Development AB will be able to offset the amounts against Investments during the year 300 7,677
future taxable profits, despite that there is no time limit on the tax losses carried
Repayment of shareholder contributions -149 -198
forward. Unrecognized deferred tax assets for Karolinska Development as of 31
Impairment -40,213 -142
December 2015 amounted to SEK 45,435 thousand (SEK 79,294 thousand),
and SEK 64,337 thousand (SEK 64,337 thousand) refers to deficits that are Closing balance, book value 150 40,212
restricted by Group contributions and mergers.
HBV Theranostica AB - -
Shares in joint ventures
KCIF Fund Management AB - - and associated companies
KD Incentive AB - -
SEK 000 2015 2014
KDev Exploratory AB - - (restated)
Total investments in subsidiaries 300 7,677 Effect of change in presentation of fair value - -212,644
Including indirect ownership interest through portfolio company. Ownership interest corresponds to formal voting rights according to the participating interest. In
addition, a shareholder agreement has been entered into in some cases giving Karolinska Development controlling interest.
Including indirect ownership interest through portfolio company. Ownership interest corresponds to formal voting rights according to the participating interest. In
addition, a shareholder agreement has been entered into in some cases giving Karolinska Development controlling interest.
OssDsign AB
13,920 -
Including indirect ownership interest through portfolio company. Ownership interest corresponds to formal voting rights according to the participating interest. In
addition, a shareholder agreement has been entered into in some cases giving Karolinska Development controlling interest.
Note 37
SEK 000 31 Dec 2015 31 Dec 2014 SEK 000 31 Dec 2015 31 Dec 2014
At the beginning of the year 12,062 5,894 Receivable Rosetta Capital 29,206 29,206
Value of capital insurance 4,180 4,287
Loans provided 39,209 15,712
Total 33,386 33,493
Conversions -13,920 -5,894
Repayments -4,038 -
Impairment -5,790 -3,650
Total 27,523 12,062
SEK 000 31 Dec 2015 31 Dec 2014 SEK 000 31 Dec 2015 31 Dec 2014
Tax receivables 5,522 958 Salaries and remuneration to personnel 1,380 13,042
Total 5,995 3,103 Payroll tax and accrued pension costs 2,025 3,571
Note 39
Total 2,500 12,364 Karolinska Development has signed a new deal flow agreement with KIAB
and its parent company, KIHAB, one of Karolinska Developments largest
shareholders, to ensure Karolinska Developments access to research
projects through KIABs flow of innovations from cutting-edge research
at Karolinska Institutet and other academic institutions across the Nordic
region. Furthermore, Karolinska Development has rendered services to the
Other 1 2
Note 43
Karolinska Developments management and Board of Directors, in The preference shares give Rosetta Capital preferential rights to dividends,
consultation with the Companys auditors, have decided to revise how which in prior periods has been described in the notes (Note 20 in the
Rosetta Capitals preference shares in KDev Investments' (KDI) affect the annual report for 2014).
Net Fair Value of Karolinska Developments holding in KDI.
The error, which was corrected in the second quarter 2015, reduces the
Rosetta Capital owns 7.53% of common shares and preference shares Net Fair Value of Karolinska Developments holding in KDI.
in KDI, which comprises 10 portfolio companies as of 30 June 2015.
Changes in Net Fair Value of shares in portfolio companies -310,399 4,327 -306,072
Taxes - - -
Effect of changes in presentation of Net Fair Value on earnings per share for comparative
figures 2014 for the Investment Entity
SEK 000 31 Dec 2014 Effect of changes 31 Dec 2014 1 Jan 2014 Effect of changes 1 Jan 2014
(previously in presentation of (restated) (previously in presentation (restated)
published) Net Fair Value published) Net Fair Value
Assets
Non-current assets
Tangible non-current assets 317 317 529 529
Shares in portfolio companies, 1,502,186 -388,732 1,113,454 1,729,465 -393,059 1,336,406
at fair value through profit or loss
Loans receivable 12,062 12,062 5,894 5,894
from portfolio companies
Other financial assets 38,113 38,113 38,113 38,113
Total non-current assets 1,552,678 -388,732 1,163,946 1,774,001 -393,059 1,380,942
Current assets
Accounts receivable - - 3 3
Receivables from portfolio companies 895 895 254 254
Other short-term receivables 3,103 3,103 3,225 3,225
Prepaid expenses and accrued income 12,364 12,364 1,477 1,477
Short-term investments, 128,443 128,443 165,334 165,334
at fair value through profit or loss
Cash and cash equivalents 12,885 12,885 35,323 35,323
Total current assets 157,690 0 157,690 205,616 0 205,616
TOTAL ASSETS 1,710,368 -388,732 1,321,636 1,979,617 -393,059 1,586,558
Equity and liabilities
Equity
Share capital 26,692 26,692 24,266 24,266
Share premium 1,828,844 1,828,844 1,768,179 1,768,179
Retained earnings -209,992 -388,732 -598,724 165,159 -393,059 -227,900
Total equity 1,645,544 -388,732 1,256,812 1,957,604 -393,059 1,564,545
Long-term liabilities
Convertible loan 22,858 22,858 - -
Other financial liabilities 11,686 11,686 9,438 9,438
Total long-term liabilities 34,544 0 34,544 9,438 9,438
Current liabilities
Accounts payable 4,668 4,668 2,426 2,426
Liabilities to portfolio companies 442 442 442 442
Other current liabilities 1,023 1,023 1,593 1,593
Accrued expenses and prepaid income 24,147 24,147 8,114 8,114
Total current liabilities 30,280 0 30,280 12,575 - 12,575
Total liabilities 64,824 0 64,824 22,013 22,013
TOTAL EQUITY AND LIABILITIES 1,710,368 -388,732 1,321,636 1,979,617 -393,059 1,586,558
Operating activities
Operating investments
Financing activities
Share repurchase - -
Share issue -
Cash and cash equivalents at the beginning of the year 35,323 35,323
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 12,885 0 12,885
Assets
Non-current assets
Tangible non-current assets 317 317
Shares in subsidiaries, joint ventures, associated 1,138,754 -212,644 926,110
companies and other long term-securities holdings
Loans receivable from portfolio companies 12,062 12,062
Other financial assets 33,493 33,493
Total non-current assets 1,184,626 -212,644 971,982
Current assets
Accounts receivable - -
Receivables from portfolio companies 895 895
Other short-term receivables 3,103 3,103
Prepaid expenses and accrued income 12,364 12,364
Short-term investments 128,443 128,443
Cash and cash equivalents 12,885 12,885
Total current assets 157,690 0 157,690
TOTAL ASSETS 1,342,316 -212,644 1,129,672
Equity and liabilities
Equity
Restricted equity 26,692 26,692
Share capital
Unrestricted equity
Share premium reserve 1,838,918 1,838,918
Accumulated losses -502,588 -502,588
Net profit/loss for the period -78,130 -212,644 -290,774
Total equity 1,284,892 -212,644 1,072,248
Long-term liabilities
Convertible loan 22,858 22,858
Accrued interest convertible loan - -
Pension obligations 4,286 4,286
Total long-term liabilities 27,144 0 27,144
Current liabilities
Accounts payable 4,668 4,668
Liabilities to portfolio companies 442 442
Other current liabilities 1,023 1,023
Accrued expenses and prepaid income 24,147 24,147
Total current liabilities 30,280 0 30,280
Total liabilities 57,424 0 57,424
TOTAL EQUITY AND LIABILITIES 1,342,316 -212,644 1,129,672
Bjrn Ohlsson
Authorized Public Accountant
To the annual meeting of the shareholders of Karolinska Development AB An audit involves performing procedures to obtain audit evidence about the
(publ), corporate identity number 556707-5048 amounts and disclosures in the annual accounts for the parent company
and the financial statements for the investment entity. The procedures
selected depend on the auditors judgement, including the assessment of
Report on the annual accounts for the parent the risks of material misstatement of the annual accounts for the parent
company and the financial statements for the company and the financial statements for the investment entity, whether due
investment entity to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the companys preparation and fair presentation
We have audited the annual accounts for the parent company and the
of the annual accounts for the parent company and the financial statements
financial statements for the investment entity of Karolinska Development
for the investment entity in order to design audit procedures that are
AB (publ) for the year 2015-01-01 2015-12-31. The annual accounts for
appropriate in the circumstances, but not for the purpose of expressing an
the parent company and the financial statements for the investment entity
opinion on the effectiveness of the companys internal control. An audit also
are included in the printed version of this document from page 39.
includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Board of Directors
and the Managing Director, as well as evaluating the overall presentation of
Responsibilities of the Board of Directors
the annual accounts for the parent company and the financial statements
and the Managing Director for the annual for the investment entity.
accounts for the parent company and the
financial statements for the investment entity We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinions.
The Board of Directors and the Managing Director are responsible for the
preparation and fair presentation of these annual accounts in accordance
with the Annual Accounts Act and the financial statements for the Opinions
investment entity in accordance with International Financial Reporting
In our opinion, the annual accounts have been prepared in accordance
Standards, as adopted by the EU, and the Annual Accounts Act, and for
with the Annual Accounts Act and present fairly, in all material respects,
such internal control as the Board of Directors and the Managing Director
the financial position of the parent company as of 31 December 2015 and
determine is necessary to enable the preparation of annual accounts for the
of its financial performance and its cash flows for the year then ended in
parent company and the financial statements for the investment entity that
accordance with the Annual Accounts Act. The financial statements for
are free from material misstatement, whether due to fraud or error.
the investment entity have been prepared in accordance with the Annual
Accounts Act and present fairly, in all material respects, the financial position
Auditors responsibility of the group as of 31 December 2015 and of their financial performance
and cash flows for the year then ended in accordance with International
Our responsibility is to express an opinion on these annual accounts Financial Reporting Standards, as adopted by the EU, and the Annual
for the parent company and the financial statements for the investment Accounts Act. The statutory administration report is consistent with the
entity based on our audit. We conducted our audit in accordance with other parts of the annual accounts and the financial statements for the
assurance about whether the annual accounts for the parent company the income statement and balance sheet for the parent company and the
and the financial statements for the investment entity are free from investment entity.
material misstatement.
The audit of the annual accounts for the parent company and the statements for the investment entity, we examined significant decisions,
financial statements for the investment entity for 2015 was performed actions taken and circumstances of the company in order to determine
by another auditor who submitted an auditors report dated April 2015, whether any member of the Board of Directors or the Managing Director
with unmodified opinions in the Report on the annual accounts and the is liable to the company. We also examined whether any member of the
financial statements. Board of Directors or the Managing Director has, in any other way, acted
in contravention of the Companies Act, the Annual Accounts Act or the
Articles of Association.
Auditors responsibility
The Annual General Meeting on 20 May 2015 authorized the Board, for the
This Corporate Governance Report has been prepared in accordance with
period up until the next annual general meeting to adopt decisions, whether
the Swedish Code of Corporate Governance and the Swedish Annual
on one or several occasions without pre-emption rights for the shareholders
Accounts Act.
to issue new shares of series B up to a maximum of ten percent of the
share capital.
The Annual General Meeting also authorized the Board to decide on acquisition
Corporate Governance at of up to 583,125 own shares to cover social security charges related to the
Karolinska Development PSP 2012-2015 incentive program. No repurchase has been executed under
this mandate. The companys total holding is 244,285 shares.
by the largest shareholder, Thai Charoen Pokphand Group. Sweden AB as of 31 August, 2015) have each appointed one member
of the Nomination Committee for the Annual General Meeting 2016. The
Information on the Companys website members of the Nomination Committee have elected a chairman among
themselves. The Nomination Committee consists of Niclas Adler (Chairman),
appointed by Sino Biopharmaceutical; Magnus Persson, appointed by
On its website, the Company has a special section for corporate
Karolinska Institutet Holding AB; Peter Lundkvist, appointed by Tredje AP-
governance issues under the section Corporate Governance
fonden (Third Swedish National Pension Fund); Gillis Cullin, appointed by
(http://www.karolinskadevelopment.com/en/ir/corporate-governance/).
stersjstiftelsen (The Foundation for Baltic and East European Studies);
and Todd Plutsky, appointed by Coastal Investment Management
General meetings
If a member of the Nomination Committee resigns or is prevented from
The principles for the general meetings, decisions by the general meetings,
pursuing his/her assignment, the shareholder that has appointed such
the rights of the shareholders and how these rights are exercised, comply
member shall appoint a new member. In the event that the shareholding
with applicable legal requirements.
in the Company is materially changed, before the Nomination Committee
has completed its assignment, the Nomination Committee may decide to
Composition of the Board and functions, etc.
change the composition of the Nomination Committee, as determined by
the Nomination Committee (considering the principles applicable for the
According to the Articles of Association, the Board shall consist of not
appointment of the Nomination Committee). No fees shall be paid to the
less than three and not more than nine directors. Deputies shall not be
members of the Nomination Committee. Out of pocket expenses shall be
appointed. At the Annual General Meeting 2014, eight directors and no
reimbursed by the Company.
deputies were elected.
A major holder means a holder controlling, directly or indirectly, at least ten review and monitor the impartiality and independence of the auditor, and
in that respect particularly pay attention to non-audit services provided
per cent of the shares or votes.
by the auditor, and
The Company meets the Code requirement that a majority of the elected
assist in the preparation of proposals to the Annual General Meeting
directors must be independent in relation to the Company and its
regarding election of auditors.
management, and that a minimum of two of these must be independent in
relation to major shareholders.
The Audit Committee has met nine times during 2015. Bo Jesper Hansen
The Board's work etc. and Hans Wigzell have been present at all meetings, and Henrijette Richter
at six meetings. Niclas Adler who became a member of the committee
According to the Rules of procedure, the Board shall normally meet six during the year has not attended a meeting.
times per year. During 2015, the Board held 30 meetings, of which 14
were per capsulam decision. Om the remaining 16 board meetings Bo Remuneration Committee
Jesper Hansen attended 15, Hans Wigzell 16, Henrijette Richter 15, Vlad
Artamonov 14, Robert Holland (who resigned at the AGM) 9, Charlotte Karolinska Developments Remuneration Committee consists of four
Edenius (who resigned at the AGM) 7, Khalid Islam (who was elected at the members: Bo Jesper Hansen (Chairman), Hans Wigzell, Carl Johan
AGM) 7, Niclas Adler (who was elected at the AGM) 6 and Tse Ping (who Sundberg and Vlad Artamonov, each being independent in relation to the
was elected at the AGM) 0. Company and its management as well as in relation to the Companys
major shareholders.
The number of extraordinary board meetings is mainly due to issues related
to the financing, valuation issues and divestment of portfolio companies.
The main tasks of the Remuneration Committee are to
The General Counsel of the company, Ulf Richenberg is the secretary at the
prepare the Board's decisions on issues concerning principles for
board meetings. remuneration, remunerations and other terms of employment for the
executive management,
The Board annually adopts rules of procedure, an instruction on the
delegation of work between the Board and the CEO, and an instruction monitor and evaluate programs for variable remuneration, both
on financial reporting to the Board. The Board also adopts policies, which ongoing and those that have ended during the year, for the executive
constitute a foundation for the Company's internal control systems. These management, and
are the Information Policy, IT Security Policy, Gender Equality Policy,
monitor and evaluate the application of the guidelines for remuneration
Environmental Policy, HR Policy, Ethics Policy, Investment Policy and
that the Annual General Meeting is legally obliged to establish, as well as
Dividend Policy.
the current remuneration structures and levels in the company.
The board evaluation of the board work has been conducted through
a questionnaire distributed to all directors. The aggregated result of the
questionnaire has been distributed to the directors and been subject to The Remuneration Committee had one meeting during 2015, at which all
internal discussion. The full result of the evaluation has been submitted to members were present.
the Nomination Committee.
internal control and risk There is also a monthly analysis of how different activities in portfolio
management in relation to companies affect the valuation of these in the parent company and the
consolidated financial statements. Valuation effects are reported to and
In our opinion, the corporate governance statement has been prepared and
its statutory content is consistent with the annual accounts for the parent
company and the financial statements for the investment entity.
Bjrn Ohlsson
Authorized Public Accountant
KIHAB is owned by Karolinska Institutet. KIHAB Adjuvant treatment An add-on treatment in order to prevent disease
is the Parent Company of a group of five wholly relapse by increasing the overall efficacy of
owned subsidiaries, including Karolinska Institutet a treatment.
Innovations AB (KIAB) and Karolinska Institutet
Science Park AB. Amino acids Amino acids are the chemical building blocks that
can be combined in chains, or sequences, to form
KIAB Karolinska Institutet Innovations AB, Corporate proteins and peptides.
Identity Number 556528-3909.
AML Acute myeloid leukemia. A form of blood cancer
KIAB, which is owned (indirectly) by Karolinska that originates from the bone marrow. The disease
Institutet, identifies projects with high commecial results in high growth of defective white blood
potential at an early stage by actively seeking new cells that stunt growth of normal white blood cells
ideas from Karolinska Institutet and other Nordic and thereby harming the immune response.
universities. KIAB leads and also finances the
project development in early phases, where the
objective is to establish a licensing agreement or a
start-up company.
Pathogen Infectious agent that causes disease. Annual report 2016 April 2017