Nordic Biotech Opportunity Fund K/S

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1 Nordic Biotech Opportunity Fund K/S Østergade 24 A, 1. tv., 1100 Copenhagen CVR No Annual report for the year ended 31 December 2014 Approved at the annual general meeting of shareholders on 25 May 2015 Chairman:... Lars Møller Andersen

2 Contents Management's review 1 Company details 1 Operating review 2 Statement by the Executive Board 4 Independent auditors' report 5 Financial statements Income statement 6 Balance sheet 7 Statement of changes in equity 9 Notes Accounting policies 10 Financial income 11 Investments 11 Limited partnership capital /

3 Management's review Company details Name Address, Postal code, City Nordic Biotech Opportunity Fund K/S Østergade 24 A, 1. tv., 1100 Copenhagen CVR No Registered office Copenhagen Financial year 1 January - 31 December Limited partners Auditors Bankers Lawyer Nordic Biotech General Partner ApS Ernst & Young, Godkendt Revisionspartnerselskab Osvald Helmuths Vej 4, P O Box 250, 2000 Frederiksberg, Denmark Nordea Nielsen Nørager Advokatpartnerselskab 1

4 continued - Management's review Operating review The Company's business review Nordic Biotech Opportunity Fund K/S was established on 31 January This annual report covers the limited partenership's seventh financial year, i.e Nordic Biotech Opportunity Fund K/S is a venture capital company focusing on follow-on investments in portfolio companies in Nordic Biotech K/S. These companies consist of Rose Pharma A/S, Osteologix Holdings Plc and Forward Pharma A/S. Financial review The income statement for 2014 shows a profit of DKK 595,282 thousand against a profit of DKK 238,656 thousand last year, and the balance sheet at 31 December 2014 shows equity of DKK 1,320,268 thousand. The result for the year is significantly impacted by a fair value adjustment of investments in associates of DKK 595 million. Operations Nordic Biotech General Partner ApS participates in the limited partnership as a general partner and further manages the limited partnership. The limited partnership's Investment Committee oversees that conflicts of interest are properly handled. The partnership and Nordic Biotech Advisors ApS have made an advisory agreement under which the latter ("the Advisory Company") attends to the operation of Nordic Biotech Opportunity Fund K/S. Investments Nordic Biotech Opportunity Fund K/S invests in biotech SMEs and holding companies. Investments in such portfolio companies will, by definition, involve significant risk elements. The employees of the Advisory Company are involved in the individual portfolio enterprises to ensure adherence to the strategy and continued active commercial development of the limited partnership. At present, the Limited Partnership has investments in three biotech companies as shown below: ROSE PHARMA A/S (Formerly Gastrotech Pharma A/S) Rose Pharma develops certain indications for ghrelin and GLP-1. OSTEOLOGIX HOLDINGS PLC Osteologix develops drugs for treating diseases of bone and cartilage. FORWARD PHARMA A/S Forward Pharma is based on a proprietary fast follower program to develop a compound for certain inflammatory diseases. In the annual report the portfolio companies Rose Pharma A/S, Osteologix Holdings Plc. and Forward Pharma A/S are measured at stock exchange quotation or fair value based on principals that are in line with those recommended by The European Private Equity and Venture Capital Association (EVCA). 2

5 continued - Management's review Post balance sheet events On 9 April 2015 a shareholder's agreement including all of the pre-ipo shareholders in Forward Pharma A/S was published. The pre-ipo shareholders, including Nordic Biotech Opportunity Fund K/S, agreed to voluntarily lock-up their shares in Forward Pharma A/S for an additional 365 days beyond the expiration of the original IPO lock-up. The original lock-up agreement with the IPO underwriters expired on April 12, The new lock-up expires on April 12, Outlook The limited partnership continues to hold a portfolio of companies with up-side potential. The caution of capital markets constitutes a moderate risk for the portfolio, which is relatively strongly financed in relation to near-term capital requirements. Commercial and financial risks The limited partnership is highly dependent on its core employees and advisors, who are employed by the Advisory Company. The success of the limited partnership is dependent on the technological and developmental risk associated with the projects of the portfolio companies. The currency risk is limited as most of the investments are made in USD or DKK, and returns are primarily dependent on specific events. The measurement of non-listed investments is largely based on estimates. 3

6 Statement by the Executive Board The Management has today discussed and approved the annual report of Nordic Biotech Opportunity Fund K/S for the financial year 1 January - 31 December The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the Company's financial position at 31 December 2014 and of the results of the Company's operations for the financial year 1 January - 31 December Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review. We recommend the adoption of the annual report at the annual general meeting. Copenhagen, 20 April 2015 On behalf of the general partner, Nordic Biotech General Partner ApS: Florian Schönharting For general partner 4

7 Independent auditors' report To the limited partners of Nordic Biotech Opportunity Fund K/S Independent auditors' report on the financial statements We have audited the financial statements of Nordic Biotech Opportunity Fund K/S for the financial year 1 January - 31 December 2014, which comprise an income statement, balance sheet, statement of changes in equity and notes, including accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. Management's responsibility for the financial statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act. Further, Management is responsible for such internal control as it determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements according to Danish audit regulations. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgement, including an assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of financial statements that give a true and fair view. The purpose is to design audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used, the reasonableness of accounting estimates made by Management as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our audit has not resulted in any qualification. Opinion In our opinion, the financial statements give a true and fair view of the Company's financial position at 31 December 2014 and of the results of its operations for the financial year 1 January - 31 December 2014 in accordance with the Danish Financial Statements Act. Statement on the Management's review Pursuant to the Danish Financial Statements Act, we have read the Management's review. We have not performed any other procedures in addition to the audit of the financial statements. On this basis, it is our opinion that the information provided in the Management's review is consistent with the financial statements. Copenhagen, 20 April 2015 ERNST & YOUNG Godkendt Revisionspartnerselskab Christian S Johansen state authorised public accountant 5

8 Income statement for the year ended 31 December Notes Other external expenses Gross profit/loss Fair value adjustment of other investment assets 594, ,489 Operating profit 594, ,356 2 Financial income 681 4,300 Financial expenses -1 0 Profit/loss for the year 595, ,656 Recommended appropriation of the profit/loss for the year Extraordinary dividend distributed in the year 0 3,881 Retained earnings 595, , , ,656 6

9 Balance sheet at 31 December Notes Assets Fixed assets 3 Investments in associates at cost 1,318, ,952 Other receivables Investments 1,318, ,319 Total fixed assets 1,318, ,319 Current assets Cash 1, Total current assets 1, Total assets 1,320, ,066 7

10 Balance sheet at 31 December Notes Equity and liabilities Equity 4 Limited partnership capital 102, ,680 Retained earnings 1,217, ,306 Total equity 1,320, ,986 Liabilities Other payables Short-term liabilities Total liabilities Total equity and liabilities 1,320, ,066 8

11 Statement of changes in equity () Limited partnership capital Retained earnings Total Equity at 1/ , , ,986 Profit/loss for the year, cf. appropriation of profit/loss 595, ,282 Equity at 31/ ,680 1,217,588 1,320,268 9

12 Notes 1. Accounting policies The annual report of Nordic Biotech Opportunity Fund K/S has been prepared in accordance with the provisions of the Danish Financial Statements Act as regards reporting class B enterprises. Changes in accounting policies In the financial statements, the presentation and classification of investments in associates have been revised. Previously, investment assets were presented as tangible assets. In management's opinion, these changes result in a more true and fair view of the company's activities and financial position. The changes have not affected the results of operations, equity or balance sheet total. Except as mentioned above, the accounting policies are consistent with those applied last year. Comparative figures have been restated to reflect the policy change. Reporting currency The financial statements are presented in Danish kroner. Currency translation Transactions denominated in foreign currencies are translated into Danish kroner at the exchange rate at the date of the transaction. Receivables, payables and other monetary items denominated in foreign currencies are translated into Danish kroner at the exchange rate at the balance sheet date. Realised and unrealised exchange gains and losses are recognised in the income statement as financial income/expenses. Income statement Other external expenses Other external expenses include fees to the general partner (Nordic Biotech General Partner ApS), audit fees and other expenses. Fair value adjustment of investment in associates The item includes the year's fair value adjustment of investments in associates. Financial income and expenses Financial income and expenses are recognised in the income statement at the amounts that relate to the financial reporting period. The items comprise interest income and expenses and dividends declared from other investment assets. Tax As the individual limited partners include their profit or loss from the limited partnership in their respective income statements, the financial statements do not include taxes. Balance sheet Investments in associates On initial recognition, investments in associates are measured at cost. Investment in associates are subsequently measured at fair value and the value adjustment for the year is recognised in the income statement under "Fair value adjustment of investment in associates". The fair value is based on stock exchange quotation or principles corresponding to those recommended by The European Private Equity and Venture Capital Association (EVCA). Receivables Receivables are measured at amortised cost, which usually corresponds to the nominal value. 10

13 Notes 1. Accounting policies - continued Cash and cash equivalents Cash comprises cash balances and bank balances. Other payables Other payables are measured at net realisable value Financial income Interest receivable, associates Other financial income 0 4, , Investments () Associates in total Cost Balance at 1/ ,508 Additions in the year 26 Cost at 31/ ,534 Revaluations Balance at 1/ ,444 Revaluations in the year 594,755 Revaluations at 31/ ,217,199 Carrying amount at 31/ ,318,733 Legal form Domicile Interest (%) Equity Profit/loss Associates Rose Pharma A/S Denmark Ostelogix Holdings Plc Ireland ,119-36,995 Forward Pharma A/S Denmark ,361, ,824 The above disclosures are based on the most recent publicly available financial statements. 11

Notes 3. Investments - continued On 9 April 2015 a shareholder's agreement including all of the pre-ipo shareholders in Forward Pharma A/S was published.

14 Notes 3. Investments - continued On 9 April 2015 a shareholder's agreement including all of the pre-ipo shareholders in Forward Pharma A/S was published. The pre-ipo shareholders, including Nordic Biotech Opportunity Fund K/S, agreed to voluntarily lock-up their shares in Forward Pharma A/S for an additional 365 days beyond the expiration of the original IPO lock-up. The original lock-up agreement with the IPO underwriters expired on April 12, The new lock-up expires on April 12, / / Limited partnership capital Analysis of the company's limited partnership capital, DKK 102,680 thousand: 101,652,720 class A-kommanditistshare(s) of DKK 1.00 each 101, ,653 1,026,795 class B-kommanditistshare(s) of DKK 1.00 each 1,027 1, , , Analysis of changes in the limited partnership capital over the past 5 years: Opening balance 102,680 88,293 68,883 61,448 38,096 Capital increase 0 14,387 19,410 7,435 23,352 Closing balance 102, ,680 88,293 68,883 61,

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