the of REPORT IN FIGURES 2015 • Report on the figures, results, prospects, etc. for the past year.
the of
27-04-2016
TABLE OF CONTENTS 1. NOTES TO THE FINANCIAL STATEMENTS...................................................................... 8 2. SOCIAL BALANCE SHEET................................................................................................ 22 3. PARTICIPATIONS MANAGED FOR THE FLEMISH REGION.......................................... 23 4. CORPORATE GOVERNANCE............................................................................................ 25 5. CAPITAL TRANSACTIONS (ART. 608 COMPANY CODE)............................................ 27 6. JUSTIFICATION FOR THE APPLICATION OF VALUATION RULES ON A GOING CONCERN BASIS WHEN THE BALANCE SHEET SHOWS A LOSS CARRIED FORWARD (ART. 96 §1,6° COMPANY CODE..................................... 27 7. ACQUISITION OF OWN SHARES (ART. 624 AND 630 COMPANY CODE)................ 27 8. DIRECTORS’ PERSONAL INTERESTS (ART. 523 COMPANY CODE).......................... 27 9. SPECIAL AUDITING DUTIES AND SERVICES PERFORMED BY THE COMPANY AUDITOR OR COMPANY WITH WHICH THE AUDITOR IS PROFESSIONALLY LINKED.............................................................................................. 28 10. CIRCUMSTANCES THAT MAY MATERIALLY INFLUENCE THE DEVELOPMENT OF THE COMPANY................................................................................ 28 11. MAIN RISKS AND UNCERTAINTIES................................................................................ 28 12. IMPORTANT EVENTS SINCE THE BALANCE SHEET DATE......................................... 29 13. MISCELLANEOUS OBLIGATIONS AND CLAIMS, PENDING DISPUTES...................... 29 14. FINANCIAL INSTRUMENTS.............................................................................................. 29 15. RESEARCH AND DEVELOPMENT.................................................................................... 29 16. APPOINTMENT AND REAPPOINTMENT OF DIRECTORS AND AUDITOR.................30 17. DISCHARGE OF DIRECTORS AND COMPANY AUDITOR.............................................30 18. BRANCH OFFICES.............................................................................................................30
BALANCE SHEET as of 31/12/2015 (in euro) ASSETS
Codes
Financial year 2015
Financial year 2014
FIXED ASSETS
20/28
618,815,522
477,165,349
21
789,787
388,289
22/27
128,284
154,638
Intangible fixed assets Tangible fixed assets Furniture and vehicles
24
128,284
154,638
28
617,897,452
476,622,421
280/1
373,592,954
280,684,260
280
371,183,445
269,827,586
281
2,409,509
10,856,674
282/3
138,446,895
110,134,002
Participations
282
112,628,407
94,069,422
Amounts receivable
283
25,818,488
16,064,580
Other financial assets
284/8
105,857,602
85,804,159
284
18,001,065
17,802,484
285/8
87,856,537
68,001,676
29/58
179,230,517
218,696,404
29
54,075,312
58,321,252
291
54,075,312
58,321,252
Financial fixed assets Affiliated companies Participations Amounts receivable Companies linked by participating interests
Shares Amounts receivable and guarantees in cash
CURRENT ASSETS Long-term receivables Other amounts receivable Stock and orders in progress Stock Goods for resale Amounts receivable within one year Trade accounts receivable Other amounts receivable Cash investments Other investments
3
444,092
1,230,379
30/36
444,092
1,230,379 1,230,379
34
444,092
40/41
13,139,929
8,733,175
40
3,922,489
3,025,518
41
9,217,441
5,707,656
50/53
57,297,820
74,983,749
51/53
57,297,820
74,983,749
Liquid assets
54/58
51,045,000
72,512,509
Accruals and deferred income
490/1
3,228,364
2,915,341
TOTAL ASSETS
20/58
798,046,039
695,861,753
4
Financial year 2015
Financial year 2014
LIABILITIES
Codes
EQUITY
42/48
7,874,699
11,910,223
10
719,262,363
620,423,470
100
1,029,812,363
818,473,470 198,050,000
Capital Issued capital
101
310,550,000
Share premiums
Uncalled capital
11
23,964
23,964
Reserves
13
5,748,350
5,379,305
Statutory reserve Profit brought forward
130
5,748,350
5,379,305
14
65,136,662
58,124,792
LIABILITIES
42/48
7,874,699
11,910,223
Amounts payable within one year
42/48
7,571,774
11,198,303
44
1,052,961
661,292
440/4
1,052,961
661,292
Trade accounts payable Suppliers Liabilities for taxes, salaries and social security
45
1,570,506
1,940,177
Taxes
450/3
92,497
378,072
Salaries and social security
454/9
1,478,009
1,562,106
47/48
4,948,308
8,596,834
Accruals and deferred income
492/3
302,924
711,919
TOTAL LIABILITIES
10/49
798,046,039
695,861,753
Other amounts payable
5
PROFIT AND LOSS ACCOUNT (in euro) Codes OPERATING INCOME
Financial year 2015
Financial year 2014
70/74
7,022,075
9,218,613
Turnover
70
6,538,946
7,186,671
Other operating income
74
483,129
2,031,942
60/64
15,591,698
18,538,891
60
-
-
600/8
716,951
-
609
-716,951
-
Services and other goods
61
4,168,043
4,701,774
Salaries, social security costs and pensions
62
9,282,463
9,566,430
630
273,715
172,427
631/4
1,503,238
3,691,138
640/8
364,239
407,122
9901
-8,569,623
-9,320,278
12,164,954
OPERATING COSTS Raw materials, consumables and goods for resale Purchases Stock: decrease
Depreciation and amounts written off formation expenses, intangible and tangible fixed assets Amounts written off stocks, orders and trade accounts receivable: additions (write-backs) Other operating costs
OPERATING LOSS
FINANCIAL INCOME
75
14,231,400
750
8,125,543
3,321,654
751
6,068,321
8,067,828
752/9
37,536
775,472
-347,234
Income from financial fixed assets Income from current assets Other financial income
FINANCIAL COSTS
65
861,873
650
-
-
651
753,766
-663,914
652/9
108,106
316,680
9902
4,799,904
3,191,910
Financial costs Amounts written off current assets other than stock, orders in progress and trade accounts receivable Other financial costs PROFIT (LOSS) ON ORDINARY ACTIVITIES BEFORE TAX
6
EXTRAORDINARY INCOME Write-backs of amounts written off financial fixed assets Capital gains on disposal of fixed assets Other extraordinary income EXTRAORDINARY COSTS
Codes
Financial year 2015
Financial year 2014
76
5,344,945
5,442,352
761
4,837,482
524,189
763
352,464
2,335,579
764/9
155,000
2,582,584
66
2,756,667
13,720,554
Extraordinary depreciation and amounts written off formation expenses, intangible and tangible fixed assets
660
-
-
Amounts written off financial fixed assets
661
2,756,666
13,275,650
Capital losses on disposal of fixed assets
663
1
444,904
PROFIT (LOSS) FOR THE FINANCIAL YEAR BEFORE TAX
9903
7,388,182
-5,086,292
TAX ON THE RESULT
67/77
7,266
17,707
670/3
7,266
17,707
PROFIT (LOSS) FOR THE FINANCIAL YEAR
Taxes
9904
7,380,916
-5,103,999
PROFIT (LOSS) FOR THE FINANCIAL YEAR FOR APPROPRIATION
9905
7,380,916
-5,103,999
Codes
Financial year 2015
Financial year 2014
APPROPRIATION ACCOUNT (IN EURO)
PROFIT FOR APPROPRIATION
9906
65,505,708
58,124,792
(9905)
7,380,916
-5,103,999
14P
58,124,792
63,228,791
ADDITION TO EQUITY
691/2
369,046
-
To the statutory reserve
6920
369,046
-
(14)
65,136,662
58,124,792
Profit (loss) for the financial year for appropriation Profit brought forward from the previous financial year
PROFIT TO BE CARRIED FORWARD
7
REPORT FROM THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS BOARD OF DIRECTORS’ MEETING – 27 APRIL 2016
In accordance with current legislation and the Articles of Association, we hereby present our report on the activities of ParticipatieMaatschappij Vlaanderen nv (PMV) during the 2015 financial year. 1. NOTES TO THE FINANCIAL STATEMENTS 1.1. ASSETS 1.1.1. FINANCIAL FIXED ASSETS
Financial fixed assets amount to 617,897,452 euros as compared to 476,622,421 euros in the previous financial year. This represents an increase of 29.6% or net growth of 141 million euros. The notes from the Board of Directors on the main transactions that have taken place during the past financial year are set out below. For affiliated companies, the net purchase value has risen from 280,684,260 euros to 373,592,954 euros. This represents an increase of 33.1%. The participations are discussed below. The graph below shows the subsidiaries controlled by PMV which are included in the affiliated companies heading (the percentages indicate the participations in the company that are owned by the PMV group). ARKimedes Management nv manages ARKimedes-Fonds nv and ARKimedes-Fonds II nv (see below). ARKimedes Management receives a fixed management fee for management of both of these funds. ARKimedes Management owns a 1.68% participation in ARKimedesFonds. ARKimedes Management also holds one share in ARKimedesFonds II. The result after tax for the financial year is a profit of 808,791 euros. The partial write-off of the participation in ARKimedes-
8
ParticipatieMaatschappij Vlaanderen 100%
ARKimedes Management 100%
ARKimedesFonds II
100%
50,02%
PMV-TINA
Nautinvest Vlaanderen
100%
Vinnof
51%
Via-Invest Vlaanderen
100%
50%
100%
100%
100%
100%
Waarborgbeheer
100%
PMV re Vinci 99,99%
Novovil
School Invest
ParticipatiefondsVlaanderen
PMV Fund Management
PMV Beheer
Vlaams EnergieBedrijf
Fonds was partly written back. As in previous years, ARKimedes Management is paying a dividend. The ARKimedes scheme was introduced in 2005 with the launch of the first ARKimedes fund, under the name of ARKimedes-Fonds nv. The public sale of shares raised 110 million euros for the fund and in January 2006 it began investing in funds to which other investors have also contributed (referred to as ARKIVs – Activating Risk Capital in Flanders). The amount committed to the eleven ARKIVs in which the fund has invested is 95.6 million euros on 31 December 2015. Of that total, 94.1 million euros is fully paid up. The leverage effect within the ARKIVs has mobilised 225 million euros, of which 161 million euros have been invested in 126 target companies. The ARKIVs are operating in a difficult market. Consequently, a number of ARKIVs have suffered write-downs and capital losses. ARKimedesFonds is obliged to book some of these in its own accounts. This affects both shareholders’ equity and consequently also the intrinsic value per share. A recovery can, however, now be seen in the risk capital market and there have been successful exits from some ARKIVs. ARKimedes-Fonds II nv was established on 4 June 2010. On 2 July 2015 PMV nv subscribed to a capital increase of 50 million euros, raising its issued capital to 160 million euros. At the end of the financial
9
year, 67.5 million euros of this had been fully paid up. PMV is the sole shareholder of ARKimedes-Fonds II, with the exception of one share. The remaining share is owned by ARKimedes Management. On 2 July 2015 an amendment of the Articles of Association also took place in which the duration of the company was amended from a fixed term to an indefinite term. Thanks to this “evergreen” structure, exit income received can be reinvested in new ARKIV fund initiatives. As in the case of the first ARKimedes fund, the aim of ARKimedesFonds II is to buy shares in companies qualifying as ARKIVs. During the course of 2015 one new project was officially recognised as an ARKIV, namely V-Bio Ventures Fund 1 ARKIV. This brings the total number of officially recognised ARKIVs up to twelve. The fund has committed 115.2 million euros to those ARKIVs. During the 2015 financial year, eight ARKIVs have received full payment on capital amounting to 14.7 million euros. A total of 11.4 million euros in capital reductions were also received as a result of exits within the ARKIVs. The ARKIVs’ net purchase value entered on the balance sheet amounts to 42.3 million euros compared to 38.7 million euros in the previous financial year. The officially recognised ARKIVs have already jointly invested in some 76 target companies. The profit for the financial year is 2,783,605 euros, compared to a loss of 1,260,899 euros in the previous financial year. The result was strongly influenced by dividends received amounting to 3.8 million euros. At Waarborgbeheer nv, a 100% subsidiary of PMV, use of the Guarantee Scheme has risen from 162 million euros (for 1,285 commitments) to 195 million euros (for 1,573 commitments). The corporation itself provides no guarantees, acting instead as administrator on behalf of and for the account of the Flemish Region. It receives a fee for this management. Waarborgbeheer (Guarantee Management) is also responsible for registering Win-Win loans. In 2015, registrations were requested for 1,908 Win-Win loans totalling 48.2 million euros. These figures represent drops of 2% and 10% respectively in comparison to 2014. All activities relating to the Guarantee Scheme are off Waarborgbeheer’s balance sheet and are recorded in separate accounts, financial reports for which are submitted to the relevant departments of the Flemish Region.
10
Waarborgbeheer recorded a profit of 113,514 euros compared to last year’s 73,563 euros. Its equity amounts to 2,235,586 euros. In the context of the sixth State Reform, the activities of Federale Participatiefonds (the Federal Participation Fund) have been transferred to the Regions and, for the Flemish Region, are being continued by Participatiefonds-Vlaanderen nv. The existing portfolio of loans relating to Flanders that had been granted by the Federal Participation Fund was not transferred to the company. In 2015 the product range of Participatiefonds-Vlaanderen was renewed and simplified to two products, namely the Startlening+ (Startup Loan plus) which is intended for new start-ups and SME cofinancing in which a private investor finances a minimal percentage of the project. At the end of December 2015 loans totalling 25.7 million euros had been granted, of which 13.8 million euros had been taken up. In implementation of the special law of 6 January 2014 regarding the sixth State Reform, the capital of Participatiefonds-Vlaanderen has been further paid up in the amount of 13.25 million euros from the Federal Participation Fund. The capital was also increased and paid up in the amount of 10 million euros, with PMV as the sole subscriber. As a result the issued share capital is now 116 million euros, of which 36.5 million euros have been fully paid up. In the first extended financial year which ended on 31 December 2015, there was a loss of 1,076,337 euros. This can be mainly attributed to the creation of a statistical amount written off for future losses on the loans portfolio of 1,545,855 euros. The shareholding in PMV Beheer nv remained unchanged in comparison to the previous financial year. PMV Beheer acts as business manager of Mezzanine Partners Management bvba, which is in turn the business manager of the mezzanine fund Mezzanine Partners 1 Comm. VA. This fund was formed during the course of 2014 together with Capital@Rent. A number of private investors have acquired participating interests in the fund and also provide shareholder loans. The aim of the mezzanine fund is to provide subordinated loans in growth, acquisition and refinancing situations. PMV Beheer closed the financial year with a loss of 18,351 euros. PMV-TINA Comm.VA provides risk capital and growth financing to (consortia of) companies with the aim of speeding up innovations and
11
bringing them to the market. During the course of 2015 participations were acquired in Midiagnostics, Luxexcel, Kebony and Future Foundations. Follow-up investments were made in Borit and Biocartis. Loans were granted to Highwind, Xant, FRX Polymers, Bart’s Potato Company and Newtec. A total of 27.9 million euros in financing was provided. The company’s capital was increased by 50 million euros during the course of 2015. Through the current and previous capital increases, a total of 21.2 million euros have been fully paid up. Total participations and loans outstanding amount to 77.5 million euros. PMV-TINA ended the 2015 financial year with a profit of 3,757,257 euros compared to a loss of 142,457 euros in the previous financial year. This result was primarily driven by the capital gain of 4.0 million euros on the partial exit from a project. Vlaams Innovatiefonds Comm. VA (abbreviated to “Vinnof ”) provides risk capital to innovative start-ups and young businesses during their initial growth phase. Vinnof does lose a certain number of projects due to the early phase at which it invests and the high risk profile of its investments. This is a typical feature of the early-phase risk capital investment sector. Vinnof ’s investments have a higher risk profile and offer no guarantee of future success. The company’s financial fixed assets amount to 8.6 million euros compared to 7.7 million euros in the last financial year. Vinnof granted new loans amounting to 3.6 million euros during the financial year. There were no capital transactions during the financial year. Vinnof has booked some write-downs but these have not actually been realised (e.g. due to business failures or liquidations). As in previous years, a successful exit was achieved. Capital gains amounted to 4.8 million euros. After realised capital gains and amounts written off, the profit for the financial year was 2,840,422 euros compared to a profit of 8,430,705 euros at the close of the previous financial year. The valuation change for Vinnof is usually calculated by PMV as the operating result plus realised capital losses minus realised capital gains. This method is preferable because it reflects the fact that unrealised amounts written off are offset by latent capital gains in the portfolio, although these are not reflected in the accounts. Each year PMV assesses
12
whether a possible discrepancy between the historical purchase cost of Vinnof in the accounts of PMV and the equity of Vinnof remains within acceptable norms and examines whether any further valuation adjustment is required. PMV nv owns 50.02% of Nautinvest Vlaanderen nv which in turn owns a participation of 25% + 1 share in Wandelaar Invest nv. This project partnership is responsible for making available to the Flemish Region pilotage equipment consisting of three tenders and one carrier. Nautinvest also provided a subordinated loan, which has now been repaid. Nautinvest is itself financed by a loan from PMV and the Flemish Region. Nautinvest also provides services to Wandelaar Invest. Nautinvest closed the 2015 financial year with a loss of 13,666 euros. Wandelaar Invest has invested 102.5 million euros in its projects and has been fully operational since the 2012 financial year. Its main item of expenditure is depreciation and debt servicing. The projects generate sufficient income, and as a result the financial year ended with a profit of 468,573 euros, compared to a profit of 422,894 euros in the previous financial year. The business operations of Via-Invest Vlaanderen nv (abbreviated to “Via-Invest�) which are 51% owned by PMV, continued during the past financial year. Via-Invest conducts its activities through development companies established specifically for that purpose and holds minority interests in those companies. During the course of 2015 two participations with associated shareholder loans were sold to PMF Infrastructure fund. These concerned the 49% participation in ViaZaventem nv and the 49.99% participation in Via Noord Zuid Kempen nv. Via-Invest still has a participation in Via R4-Gent nv, which was established with the aim of implementing the R4-Zuid project in Ghent (financing, construction and maintenance). Via-Invest owns 25% and the other partner, DG INFRA+, subscribed to the remaining 75% of the shares. A total of 86 million euros, primarily long-term outside capital, have been invested in this project. Via-Invest owns 39.3% of VIA A11 nv. The company is building the new regional road between Knokke and Bruges. Delivery is scheduled for late 2017. The total value of the project is 657 million euros.
13
Via-Invest’s financial fixed assets amount to 33.9 million euros. ViaInvest closed its financial year with a profit of 8,982,840 euros compared to a profit of 2,379,138 euros in the previous financial year School Invest nv has as its sole activity the management of its participation in the company DBFM Scholen van Morgen nv (Tomorrow’s Schools). This company will be responsible for work on approximately 164 school buildings, including both new build and renovation projects. The buildings will be made available to the education authorities based on DBFM (Design, Build, Finance and Maintain) contracts. The first Tomorrow’s School was delivered in Londerzeel in 2014. The construction programme has now reached cruising speed. School Invest’s financial commitment to the DBFM company involves both support through a participation in its share capital and also the provision of a subordinated loan and a bridging credit. The capital participation amounts to 5.9 million euros. At the end of the year there were 28.8 million euros in loans outstanding. The bridging loan that was provided by PMV has already been fully repaid. School Invest derives its income mainly from granting loans and closed its financial year with a profit after tax of 1,889,902 euros compared to a profit of 2,047,584 euros in 2014. There were no capital transactions in 2015. The bridging loan provided by PMV to School Invest has been repaid in full. PMV Fund Management nv acts as a service provider to investment funds. In this context PMV Fund Management manages the day-to-day business of the PMF Infrastructure Fund nv which was established in 2011. Remuneration for these services varies according to the investment volume and the size of the portfolio managed by PMF Infrastructure Fund. PMV Fund Management closed the financial year with a profit of 625,763 euros compared to a loss of 279,402 euros in the previous financial year. The company Vlaams Energiebedrijf nv (VEB) was brought into the capital of PMV on 18 September 2015. VEB acts as a central purchaser of electricity and gas for public bodies. Since supply activities began in January 2015, electricity and gas totalling 1,100 GWh have been supplied.
14
The VEB also aims to bring about energy efficiencies for public bodies. It does this by concluding energy supply contracts between a so-called “Energy Service Company” and a public body. In 2015 a first contract was concluded with the OPZC Rekem. The VEB is also working with partners on an open database which always contains the latest energyrelated data. The VEB closed the financial year with a loss of 1,750,681 euros; this can be attributed to setup costs and also to extraordinary amounts written off assets. PMV re Vinci nv, a 100% subsidiary of PMV, seeks to initiate economically feasible property-related initiatives, or initiatives with a property component. The company itself takes all the necessary steps to set up new projects or to actively invest in existing companies that meet its objectives. PMV re Vinci also owns the Kartuizershof building on the Oude Graanmarkt in Brussels. During the course of 2015, as part of the simplification of the group structure of the PMV group and the administrative simplification, it was decided to finance new property projects from PMV nv. In that context, the participations and associated shareholder loans were transferred in early 2016 from PMV re Vinci nv to PMV nv. As a result of these decisions, the capital of PMV re Vinci will be reduced. Vlaamse Erfgoedkluis nv is a subsidiary of PMV re Vinci, one share in which is held by Herita vzw. Vlaamse Erfgoedkluis (Flemish Heritage Vault) has an extensive role in building an investment portfolio of properties representing cultural heritage in Flanders and making them accessible to the general public. At the beginning of 2015 the capital was increased by 14.25 million euros to a total of 15 million euros. Of that total, 10 million euros is fully paid up. The loan from PMV re Vinci has been repaid in full. In addition to the further extension of the company’s activities, in the course of 2014 a number of cooperation agreements were concluded and an additional participation was acquired in the Handelsbeurs project. The company closed the financial year with a loss of 120,709 euros compared to a loss of 472,649 euros in the previous extended financial year. LAK Invest nv, a 100% subsidiary of PMV re Vinci, leases an office and a laboratory building to Vlaamse Milieumaatschappij (Flemish
15
Environmental Company) (VMM). In 2012, the building was the object of a private issue of real estate certificates. LAK Invest is the legal owner of the VMM building, but for economic purposes it is owned by the holders of the certificates. This is expressed on the balance sheet as a debt of 33.8 million euros owed to the holders of these real estate certificates. Any income and expenditure associated with the lease and operation of the building accrue to the certificate holders. Depreciation of this revaluation surplus has, however, resulted in an accounting loss of 348,906 euros. PMV re Vinci provided additional financing to SLIM Turnhout nv (Smart Turnhout) and Administratie- en Servicekantoor nv. New loans were granted to VAC Meander nv (which was also repaid in the same year), Syntra Provincies Antwerpen en Vlaams-Brabant and to the De Foyer group. PMV re Vinci closed the financial year with a profit of 2,515,587 euros, compared to a profit of 14,670,087 euros in the previous financial year. Novovil nv continues to fulfil its brief to redevelop the Vilvoorde region. Alongside its own business activities, Novovil also manages its subsidiary Zakencentrum Vilvoorde nv. Zakencentrum Vilvoorde owns and leases the former GOM building – located at Toekomststraat, Vilvoorde – which was completely renovated in 2012. Full occupancy was reached in 2015. The company ended the financial year with a profit of 2,115 euros compared to a loss of 12,228 euros in the previous financial year. Novovil’s subsidiary Novagora was dissolved and liquidated at the end of 2015. At the beginning of 2015 the contract of sale was passed for the property which it owned. The balance from the liquidation will be paid to its shareholders in 2016. Novovil closed the financial year with a loss of 178.821 euros. The company’s equity amounts to 6.4 million euros.
*
*
*
The equity interest in affiliated companies is equivalent to 112,628,407 euros. Total amounts receivable amount to
16
28,818,488 euros. This heading has risen by 25.7% overall compared to the previous financial year. New participations were acquired in Storm Holding 2, Life Sciences Partners V, Fresh Invest and VAC De Meander. Follow-up investments were made in Deme Blue Energy, Amakem, 2Rivers, Faas and Feops. Additional capital was fully paid up in the funds Vesalius Biocapital II, Capricorn Health Tech Fund and Mezzanine Partners 1. A dividend payout was made by the Vesalius Biocapital I fund. New loans were granted to PMF Infrastructure Fund, Ducatt, Mezzanine Partners Comm. VA, Ophthakem, Amakem, Blue Gate Antwerp, Storm Holding 2, Belwind, Agrafresh and Faas. A number of loans were repaid.
*
*
*
The remaining financial fixed assets increased from 85,804,159 euros to 105,857,602 euros. This is a 23.4% increase compared to the previous financial year. New participations were acquired and further capital was fully paid up in Neoscores, Pharmafluidics, Itineris and Trod Medical. A capital payment was made by Aescap. As regards amounts receivable from other financial fixed assets, an additional tranche of 20 million euros was taken up by LRM from the loan that had been granted. 1.1.2. LONG-TERM RECEIVABLES
Outstanding long-term receivables fell from 58,321,252 euros to 54,075,312 euros. Part of PMV’s investment activities, i.e. granting loans within the various target segments, are included under this balance sheet heading. The loan to Vitrufin nv is also included in this total. Loans totalling 10.8 million euros were granted to parties including Aktemon, The Party Group, Verifin, Columbus Steel, as well as to various CultuurInvest, KidsInvest and Sofi projects.
17
1.1.3. STOCK
Only the acquisitions by the Future Carbon Fund (FCF) are booked as stock. Additional investments have been made totalling 716,951 euros during the 2015 financial year. A total of 1.5 million euros was written off to bring the value of emissions rights into line with the market price. 1.1.4. AMOUNTS RECEIVABLE WITHIN ONE YEAR
The “trade accounts receivable” heading relates to amounts receivable from customers and invoices still to be issued totalling 3,922,489 euros. Other amounts receivable amounted to 9,217,441 euro. The “other amounts receivable” heading consists mainly of principal sums due and interest from loans and ledger transfers for principal sums that will fall due in 2016. 1.1.5. CASH INVESTMENTS AND LIQUID ASSETS
The company’s total cash position amounted to 108.3 million euros compared to 147.5 million euros in the last financial year. In the course of the 2015 financial year, in accordance with the general and special investment rules, this has mainly been invested in savings accounts and fixed-term accounts. In view of the investments planned for the coming years, the investment horizon has been reduced further. Cumulative amounts written off securities in portfolio reached 5.0 million euros. 1.1.6. ACCRUALS AND DEFERRED INCOME (ASSET ACCOUNT)
Accruals and deferred income amounted to 3,228,364 euros and consisted of prepaid costs and interest receivable. 1.2. LIABILITIES 1.2.1. EQUITY
The share capital is 1,029,812,363 euros, compared to a total of 818.473.470 euros at the end of the previous financial year. On 18 September a capital increase in kind was carried out amounting to 47,338,893 euros due to the inclusion of Vlaams Energiebedrijf. At the same time an increase in capital of 154 million euros took place, of which 41.5 million euros were fully paid up. On 21 December 2015
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a new capital increase was carried out for 10 million euros related to the activities of Participatiefonds-Vlaanderen. The uncalled capital is 310,550,000 euros, which has risen by 112,500,000 euros since the previous financial year. The profit for the financial year is 7,380,916 euros and this was added to the legal reserves (369,046 euros) and the profit to be carried forward (7,011,870 euros), so these are now 5,748,350 euros and 65,136,662 euros respectively. 1.2.2. AMOUNTS PAYABLE WITHIN ONE YEAR
The “trade accounts payable” heading relates to outstanding invoices from suppliers totalling 192,076 euros and invoices to be received and credit notes to be issued amounting to 860,885 euros. The “taxes” heading mainly consists of VAT payable and advance corporation tax relating to the month of December 2015. The “salaries and social security” heading includes necessary provisions made for holiday pay and a provision for variable remuneration in relation to 2015 which is payable in the 2016 financial year. The operating capital for participations shows a balance of 120,576 euros. “Operating capital SOFI” (Spin-Off FinancieringsInstrument or Spin-off Financing Instrument) has a balance of 2,851,697 euros. “Operating capital SOFI II” closed the year with a negative balance of 2,489,024 euros. The “other amounts payable” heading comprises a sum of 3.5 million euros already received and still to be integrated in the company’s share capital, relating to the financing by SIFO (Social Investment Funds). 1.3. PROFIT AND LOSS ACCOUNT 1.3.1. OPERATING INCOME
Operating income totalled 7,022,075 euros compared to 9,218,613 euros in the previous financial year. Turnover was 6,538,946 euros, consisting of research income and services provided to subsidiaries totalling 5,305,860 euros, management fees amounting to 1,196,353 euros and fees received from governance mandates for 36,733 euros.
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In addition to turnover there is also “other operating income” amounting to 483,129 euros. This mainly concerns income from passing on costs incurred for outside services, fees and various minor expenses. 1.3.2. OPERATING COSTS
Operating costs amounted to 15,591,698 euros compared to 18,538,891 euros on 31 December 2014. The main items are purchases of goods and services (4,168,043 euros), staff costs (9,282,463 euros), depreciation (273,715 euros), amounts written off stocks (1,503,238 euros) and other operating costs (364,239 euros, mostly non-deductible VAT). The operating loss as per 31 December 2015 is 8,569,623 euros. 1.3.3. FINANCIAL INCOME
Financial income totalled 14,231,400 euros. Income from financial fixed assets was 8,125,543 euros compared to 3,321,654 euros in the previous financial year. Income from current assets was 6,068,321 euros compared to 8,067,828 euros. Income from current assets can be further subdivided into loans and dividends granted as part of investment activities amounting to 5,059,280 euros (last year: 6,280,303 euros) and income from actual treasury assets, amounting to 1,009,040 euros (in the last financial year this was 1,787,526 euros). This represents a significant drop in income. This has been caused by lower yields, a shorter investment horizon and a declining liquid asset balance. Other financial income totalled 37,536 euros compared to 775,472 euros in 2014. It consists of capital gains realised on the sale of shareholdings under the heading “cash investments”. 1.3.4. FINANCIAL COSTS
Financial costs amounted to 861,873 euros and consisted of amounts written off current assets (753,766 euros) and other financial costs (108,106 euros). The heading “amounts written off current assets” consists of an addition to amounts written off totalling 1,817,875 euros and a write-back from amounts written off amounting to 1,064,108 euros.
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“Other financial costs� amounted to 108,106 euros. This item consists of the premium for CDO insurance and bank and administration costs. The profit from ordinary activities (current profit) is 4,799,904 euros compared to 3,191,910 euros as per 31 December 2014. 1.3.5. EXTRAORDINARY INCOME
Extraordinary income amounted to 5,344,945 euros, consisting of realised capital gains, write-backs of amounts previously written off and other extraordinary income. Capital gains were realised following the sale of the participation in Clear2Pay. Amounts written off were also written back on Vinnof and Capricorn Cleantech Fund. 1.3.6. EXTRAORDINARY COSTS
Under extraordinary costs, amounts written off were booked against financial fixed assets for a total of 2,756,667 euros. Amounts were written off in relation to the Ophthakem and Amakem projects, among others. 1.3.7. RESULT FOR THE FINANCIAL YEAR
The company closed the 2015 financial year with a profit of 7,380,916 euros compared to a loss of 5,103,999 euros in the previous financial year. 1.3.8. APPROPRIATION OF THE RESULT
The Board of Directors proposed to the Annual General Meeting that the loss to be appropriated be dealt with as follows: APPROPRIATION ACCOUNT
Amounts in euros
Profit for the financial year for appropriation Profit brought forward from the previous financial year Profit for appropriation
7,380,916 58,124,792 65,505,708
Addition to the statutory reserve
369,046
PROFIT TO BE CARRIED FORWARD
65,136,662
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2. SOCIAL BALANCE SHEET Seven members of staff were recruited by PMV during the course of 2015. One of these was transferred from a subsidiary to PMV. Ten members of staff left PMV. The workforce was reduced by three on a net basis. At the end of the 2015 financial year PMV had 69 staff on its payroll comprising 39 men (57%) and 30 women (43%). Eleven members of staff have opted to work part time. The subsidiaries of PMV have the following staffing levels at the end of 2015: there are 14 members of staff working for Waarborgbeheer; there are two members of staff on the payroll of Vinnof Comm. VA; ARKimedes Management nv has three members of staff on its payroll; PMV-TINA Comm.VA has three members of staff on the payroll and Participatiefonds-Vlaanderen has 11 employees. New in the PMV group is Vlaams Energiebedrijf, which had 17 employees on its payroll at the end of the financial year. Finally, Novovil nv, PMV Beheer and PMV Fund Management each employ one member of staff. At the end of 2015 the PMV group as a whole had 122 staff, comprising 73 men (60%) and 49 women (40%). The net growth in the workforce was 13. This workforce represents 116.4 full-time equivalents.
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3. PARTICIPATIONS MANAGED FOR THE FLEMISH REGION PMV’s role is to follow up shareholdings on behalf of the Flemish Region. This is a “fiduciary management” role, since the Flemish Region is the owner of the shares. All transactions are both booked in PMV’s suspense accounts and mentioned in the notes to the annual accounts. Business activities were unchanged at Trividend cvba, Biotechfonds Vlaanderen nv, Technopolis nv, t-groep nv and Finlab nv. Following the establishment of the SOC (Strategisch Onderzoekscentrum or Strategic Research Centre) “Flanders Make”, the activities of Flanders’ Drive cvba were included in the SOC. The company has gone into liquidation. On 3 April 2015 the Flemish Government instructed PMV to take steps to sell the shares belonging to the Flemish Region in Bedrijvencentrum Waasland nv. The shares were sold during the course of 2015. PMV has a representative on the Board of Directors of the abovementioned companies. Reports are submitted both to the Audit Committee and to the Board of Directors on the activities of these companies. On 17 June 2011 the Flemish Government approved a new financing mechanism for spin-offs established by the Strategic Research Centres (SOCs) in Flanders. These SOCs are iMinds, VIB, IMEC and VITO. To compensate for the lack of available risk capital financing for start-up companies (the so-called “equity gap”), 10 million euros were initially made available by the Flemish Government for SOFIs (Spin-Off Financing Instruments). This was then supplemented by a further allocation of 10 million euros. PMV is responsible under a cooperation agreement for administering these resources and for managing the shareholdings. The SOFI resources are invested in incubation projects in the form of a convertible loan. For spin-off projects, a SOFI investment is made through a convertible subordinated loan, a capital shareholding or a combination of the two. In 2015 participations were acquired in Confotherapeutics, Global Yeast and Neoscores. Subordinated loans were granted to Graphine, Bloom, eXia and Unifly. A total of five new incubation loans were granted. In
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all, 2.1 million euros were invested by the SOFI Fund, compared to 1.3 million euros last year. A total of 7.5 million euros have been invested since the inception of this fund. The Flemish Government decided on 19 April 2013 to extend SOFI to include financing of incubation processes and spin-off financing from the University Associations (SOFI II). The Flemish Government will make a further 10 million euros available for this purpose. In 2015 shareholdings were acquired in Coscale, Pharmafluidics, Porphyrio and Biogazelle. One incubation loan was also granted. A total of 1.2 million euros were invested.
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4. CORPORATE GOVERNANCE The composition of the Board of Directors was changed in 2015. The mandate of Mr Clair Ysebaert expired at the General Meeting on 19 May 2015. The same General Meeting resolved to appoint Mr Sas van Rouveroij van Nieuwael as Director until the Annual General Meeting in 2019. Prior to his appointment as Director, Mr van Rouveroij attended a strategic Board of Directors meeting as a guest. He was able to familiarise himself with the activities of PMV at this time. He has also been kept informed by the management about the company’s activities on a number of occasions. At the Board of Directors meeting on 27 May 2015 Mr Koen Kennis was elected as Chairman. The Board of Directors met 12 times in the course of 2015. One of these was for a strategic meeting. The attendance record for Board of Directors meetings was as follows: • Christine Claus: 9/12 • Greta D’hondt: 12/12 • Rosette S’Jegers: 9/12 • Raf Suys: 12/12 • Patrick Verjans: 12/12 • Koen Kennis: 11/12 • Jeroen Overmeer: 11/12 • Jannie Haek: 10/12 • Sas Van Rouveroij: 7/7 • Clair Ysebaert: 5/5 The Board of Directors of PMV is supported by three advisory committees: the Appointments and Remuneration Committee, the Audit Committee and the Treasury Committee. The Appointments and Remuneration Committee gave consideration during 2015 to the policy on terms and conditions of employment, the staff budget for 2016 and planned recruitment and personnel appraisals. It also determined the level and nature of variable remuneration for 2014 which was payable in 2015.
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The attendance record for the Appointments and Remuneration Committee was as follows: • Greta D’hondt: 3/3 • Rosette S’Jegers: 3/3 • Clair Ysebaert: 2/2 • Herman De Bode: 1/3 • Luc Vandewalle: 2/3 The Audit Committee performed its normal and regular duties during the 2015 financial year in relation to drafting and discussion of the annual accounts and the budget. It also discussed the interim balance sheets and budget checks, the internal consolidated annual accounts and the annual accounts of the subsidiaries of the PMV group as part of its fiduciary management. The Audit Committee also examined the results of the analytical reports for 2015. The Audit Committee also examined the internal audit concerning the administrative organisation of loans. The attendance record for the Audit Committee meetings was as follows: • Christine Claus: 5/5 • Greta D’hondt: 5/5 • Rosette S’Jegers: 5/5 Including attendance of Directors at Appointments and Remuneration Committee and Audit Committee meetings, the total remuneration of the Directors in 2015 was 132,274 euros. The Treasury Committee was convoked for the last time on 16 September 2015 in accordance with the decision by the Board of Directors. The Treasury Committee examined various documents, including the current portfolio, PMV’s investment policy for 2015 and its general and special investment framework within which treasury products may be purchased. The Treasury Committee also reviewed the table of investments made in 2015 and for the following years. Reports on this will from now on be submitted directly to the Board of Directors. The attendance record was as follows: • Marc Lambrechts: 1/1 • Annemie Roppe: 1/1 • Rik Branson: 0/1 • Luc Vandewalle: 1/1 • Michel Casselman: 1/1
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5. CAPITAL TRANSACTIONS (ART. 608 COMPANY CODE) On 18 September 2015 the share capital was increased by 154 million euros by a contribution in cash, of which 41.5 million euros was paid up in full, without issuance of new capital shares, and also 47,338,893 euros due to a contribution in kind of the shares of Vlaams Energiebedrijf without issuance of new shares. On 23 December 2015 a capital increase was carried out amounting to 10 million euros which was immediately paid up in full. The authorised capital thus amounts to 1,029,812,363 euros. It is represented by 35,788 shares. The capital is fully subscribed but only partly paid up. The capital outstanding which is still to be fully paid up amounts to 310.5 million euros. The Flemish Region is the sole shareholder. 6. JUSTIFICATION FOR THE APPLICATION OF VALUATION RULES ON A GOING CONCERN BASIS WHEN THE BALANCE SHEET SHOWS A LOSS CARRIED FORWARD (ART. 96 §1,6° COMPANY CODE) Not applicable. 7. ACQUISITION OF OWN SHARES (ART. 624 AND 630 COMPANY CODE) Neither the company, nor a direct subsidiary, nor any person acting in his or her own name but on account of the company or of a direct subsidiary has acquired shares, dividend right shares or certificates in the company. The company has no current programmes to purchase its own shares. 8. DIRECTORS’ PERSONAL INTERESTS (ART. 523 COMPANY CODE) The Directors report that no transactions have been carried out or decisions made during the financial year that fall within the scope of Article 523 of the Company Code, except routine transactions covered by an exception under article 523 of the Company Code.
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9. SPECIAL AUDITING DUTIES AND SERVICES PERFORMED BY THE COMPANY AUDITOR OR COMPANY WITH WHICH THE AUDITOR IS PROFESSIONALLY LINKED During the 2015 financial year, BDO Bedrijfsrevisoren burg. ven. o.v.v. cvba performed a limited inspection of the accounting entries for one project within the PMV portfolio. The fee charged for this was 20,135 euros. A charge of 2,050 euros was made for certification of a report compiled for the National Institute of Company Auditors. A fee of 3,500 euros was charged for work associated with the contribution of Vlaams Energiebedrijf. A charge of 2,500 euros was made for work in relation to the fiscal status of PMV. BDO also submitted an invoice for 180 euros for a few administrative formalities. 10. CIRCUMSTANCES THAT MAY MATERIALLY INFLUENCE THE DEVELOPMENT OF THE COMPANY The Directors are not aware of any notable circumstances which may have arisen and could materially influence the development of the company. 11. MAIN RISKS AND UNCERTAINTIES As an investment company, PMV, and by extension also its subsidiaries, faces the usual risks associated with providing financing in the form of equity and/or loans. These risks include the general economic climate, the regulatory context, uncertainty over the time when funds will be requested for investment projects and the time when invested funds will be repaid. The companies in which PMV and its subsidiaries invest are innovative in nature and are relatively new, as a result of which the financial performance of those companies tends to lag during the first few years. The Valuation Committee meets twice a year. These committee meetings discuss the content of the projects and a score is awarded on the basis of a risk scoring model. This makes it possible to monitor the evolution of the risk within the portfolio. A report on this is submitted to the Board of Directors.
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Financing is granted to companies and projects after prior analysis of investment cases and subject to approval by the relevant bodies, according to established investment principles and processes. 12. IMPORTANT EVENTS SINCE THE BALANCE SHEET DATE Following the simplification of both the group structure and administrative activities, it was decided during the course of 2015 to transfer the property activities to the balance sheet of PMV and no longer to have them on the balance sheet of the subsidiary PMV re Vinci. In that context it was decided to transfer the participations and shareholder loans from PMV re Vinci to PMV on 1 January 2016. 13. MISCELLANEOUS OBLIGATIONS AND CLAIMS, PENDING DISPUTES There are no pending risks or uncertainties other than those stated in the annual accounts or mentioned in the annual report. 14. FINANCIAL INSTRUMENTS PMV has entered into put and call contracts with third parties (shareholders in companies in which PMV has a participating interest). PMV has also obtained warrants in a number of companies, which may under certain circumstances be convertible into shares in the future. PMV has obtained partial cover for the principal of CDOs in return for payment of a premium. Except as set out in the notes above, PMV does not make use of any other financial instruments. 15. RESEARCH AND DEVELOPMENT The company has not carried out any activities in the area of research and development during the past financial year.
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16. APPOINTMENT AND REAPPOINTMENT OF DIRECTORS AND AUDITOR The mandate of Mr Clair Ysebaert expired at the General Meeting on 19 May 2015. The same General Meeting resolved to appoint Mr Sas van Rouveroij van Nieuwael as Director until the Annual General Meeting in 2019. At the Board of Directors meeting on 27 May 2015 Mr Koen Kennis was elected as Chairman. The mandate of the Company Auditor will expire at the General Meeting in 2016. The General Meeting must then pass a resolution on the (re)appointment of the Company Auditor. 17. DISCHARGE OF DIRECTORS AND COMPANY AUDITOR The Board of Directors requests that the Annual General Meeting grant discharge to each individual Director, and to the Auditor, for their mandates during the past financial year. 18. BRANCH OFFICES The company has no branch offices in Belgium or abroad.
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Drawn up and signed in Brussels on 27 April 2016. The Board of Directors, Koen Kennis Chairman Christine Claus Director Greta D’hondt Director Jeroen Overmeer Director Sas Van Rouveroij Director Jannie Haek Director Raf Suys Director Rosette S’ Jegers Director Patrick Verjans Director
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PMV • PMV is a do-and-dare company which is shaping the future of the Flemish economy: PMV “does” as an adviser and “dares” as an investor. PMV finances promising businesses from start-up and through their growth and internationalisation and carries out projects alongside and on behalf of the government that make important contributions towards the welfare and well-being of people in Flanders. www.pmv.eu
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