Selected pro-forma financial information and other data

As per Article 9 (para 2) of the Complex Financial History Directive, Idorsia has prepared pro-forma financial statements for the twelve months ended 31 December 2016 and the three months ended 31 March 2017 that it believes illustrate the impact of the Reorganization, as if it had taken place on 31 December 2015, and the Demerger Distribution and the Listing, as if they had taken place on 1 January 2016. The pro-forma financial information is prepared, inter alia, using historical income and expenses, assets and liabilities and cash flows recorded in Actelion's financial statements that were attributable to Idorsia's business. The pro-forma financial information also reflects allocations of income, expenses, assets, liabilities and cash flows from the consolidation of the Actelion Group. In addition, the pro-forma financial information was further prepared on the basis of certain assumptions and estimates that Idorsia's Management believes are reasonable. For a further discussion on the background and the principles applied in the preparation of the pro-forma financial information, see Note 2 to Idorsia's pro-forma financial information as of and for the twelve months ended 31 December 2016 and the three months ended 31 March 2017, respectively.

The pro-forma financial information does not necessarily reflect what Idorsia's combined results of operations, financial position and cash flows would have been had it been a separate legal entity and prepared separate financial statements as at the relevant dates or for the relevant periods. These financial statements should be read in conjunction with the notes related thereto and the sections entitled "Capitalization and Indebtedness" and "Management’s Discussion and Analysis of Financial Condition" of the Idorsia Listing Prospectus.

Capitalization & Indebtedness

The following table sets forth certain information on Idorsia’s capitalization and indebtedness as of the date of publication of the Listing Prospectus:

  • on an actual basis; and
  • on an adjusted basis reflecting the conversion of the first tranche of the Convertible Loan.

The following tables should be read in conjunction with "Management's Discussion and Analysis of Financial Condition" included elsewhere in the Listing Prospectus.

 

As of the date of this Listing Prospectus

 

Actual(1)

Adjustments

As Adjusted(2)

(CHF thousand)

(unaudited)

(unaudited)

(unaudited)

Cash and Cash Equivalents

5,325

580,000

585,325

Current liabilities

 

1,354

1,354

of which guaranteed/secured

Borrowings

of which guaranteed/secured

of which Convertible Loan

 

444,575

444,575

Total liabilities

 

445,929

445,929

Common shares

     5,367

590

5,956

Legal capital contribution reserve

 

134,835

134,835

Accumulated profit/(loss)(3)

(42)

(1,354)

(1,396)

Total equity

5,325

134,071

139,396

Total capitalization

5,325

580,000

585,325

  1. Based on 107,330,210 Idorsia Shares recorded in the commercial register as of the date of the publication of the Listing Prospectus with a nominal value of CHF 0.05 each.
  2. Cilag will provide Idorsia with a CHF 580 million Convertible Loan which is convertible into Idorsia Shares. One trading day following the Settlement date (i.e., one trading day after the First Day of Trading), the first tranche of the Convertible Loan for CHF 135.4 million will convert automatically into Idorsia Shares; see "Management's Discussion and Analysis of Financial Condition—Contractual Obligations, Commitments and Contingencies—Indebtedness—Convertible Loan".
  3. Capital contributions to Swiss legal entities are subject to 1% Swiss stamp tax


As of the date of the publication of the Listing Prospectus, there have been no changes to the information set forth in the table above, other than (i) as a result of ongoing normal operating activities, such as changes in the cash and cash equivalents and results of operations of the Idorsia Group, (ii) as otherwise discussed in this Listing Prospectus and (iii) any changes that would not have a material adverse effect on the Idorsia Group.