6, rue Guillaume Schneider
L-2522 Luxembourg
R.C.S. Luxembourg: B 173.403
4finance S.A. Societe anonyme
Annual accounts For the period from December 6, 2012 (inception date) to December 31, 2013
TABLE OF CONTENTS
Report of the statutory auditor
Balance sheet as of December 31, 2013
Profit and loss account for the period from December 6, 2012 (inception date) to December 31, 2013
Notes to the annual accounts as of December 31, 2013
Pages
I - 2
3-4
5-7
8 - 13
To the Shareholders of 4finance S.A. 6, rue Guillaume Schneider L-2522 Luxembourg
KPMG Luxembourg, Societe cooperative 39, Avenue John F Kennedy L-1855 Luxembourg
Tel. +352 22 51 51 1 Fax: +352 22 51 71 Email: [email protected] Internet: www.kpmg.l u
REPORT OF THE REVISEUR D'ENTREPRISES AGREE
Report on thefi.nancial statements
We have audited the accompanying annual accounts of 4finance S.A, which comprise the balance sheet as at 3 I December 2013 and the profit and loss account for the year then ended, and a sum mary of significant accounting policies and other explanatory information .
Board of Directors' responsibility for the annual accounts
The Board of Directors is responsible for the preparation and fair presentation of these annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation of annual accou nts that are free from mater ial misstatement, whether due to fraud or error.
Responsibility of the Reviseur d 'Entreprises agree
Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Aud iting as adopted for Luxembourg by the Commission de Surveillance du Secteur Fi nancier. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts are free from material misstatement.
An audit involves performing procedures to obtain audit ev idence about the amounts and disclosures in the annual accounts. The procedures selected depend on the judgement of the Reviseur d ' Entreprises agree, including the assessment of the risks of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the Reviseur d'Entreprises agree considers internal control relevant to the entity 's preparation and fair presentation of the annual accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effect iveness of the entity 's internal control. An audit also includes evaluating the appropriateness of accounting po licies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the annual accounts.
KPMG Luxembourg, Societe cooperative, a Luxembourg entity and a T.VA. LU 27351518 member firm of the KPMG network of independent member firms R.C.S. Luxembourg B 149133 affiliated with KPMG International Cooperative ("KPMG International"),
a Swiss entity.
8 3 V>
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the annual accounts give a true and fair view of the financial pos1t1on of 4finance S.A. as of 31 December 2013 , and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts.
Luxembourg, 28 July 2015
Page 1/2
Annual Accounts Helpdesk : I RCSL Nr. : B 173.4031 Matricule : 20122222889
Tel. : (+352) 247 88 494 Email : [email protected] ABRIDGED BALANCE SHEET
Financial year from 0 1 06/12/2012 to 02 31/12/2013 (in 03 EUR )
ASSETS
A. Subscribed capital unpaid 1101
I. Subscribed capital not called
II. Subscribed capital called but unpaid 1105
B. Formation expenses 1107
C. Fixed assets 1109
I. Intangible fixed assets 11 11
II. Tangible fixed assets 1125
111. Financial fixed assets 1135
D. Current assets 1151
I. Inventories 1153
II. Debtors 1163
a) becoming due and payable within one year 1203
b) becoming due and payable after more than one year 1205
Ill. Transferable securities 1189
IV. Cash at bank, cash in postal cheque accounts, cheque and cash in hand 1197
E. Prepayments 1199
4finance S.A. 6, rue Guillaume Schneider L-2522 Luxembourg
Reference(s)
4 101
103 --·-
105
Current year
1,419,646.81
1,419,646.81 - -
0.00 ---·--·- - -----·--
107 0.00
109 0.00
0.00
125 0.00
035 0.00
151 99, 753,424.89
153 0.00
3 163 97,988,885.65
203 97,988,885.65
205 0.00
189 0.00
197 1,764,539.24
199 267.81
TOTAL (ASSETS) 201 101, 173,339.51
The notes in the annex form an integral part of the annual accounts
Previous year
102 0.00
104 0.00 -·--- ·-
106 0.00
108 0.00
110 0.00
112 0.00
126 0.00
136 0.00
152 0.00
154 0.00
164 0.00
204 0.00
206 0.00
190 0.00
198 0.00
200 0.00
202 0.00
Page 2/2
I RCSL Nr. : B 173.4031 Matricule : 20122222889
LIABILITIES
Reference(s) Current year Previous year
A. Capital and reserves 1301 4 301 101 ,037,313.99 302 0.00
I. Subscribed capital 1303 303 100,000,000.00 304 0.00
II. Share premium and similar premiums 1305 305 0.00 306 0.00
Ill. Revaluation reserves 1307 307 0.00 308 0.00
IV. Reserves 1309 309 0.00 310 0.00
V. Profit or loss brought forward 1319 319 0.00 320 0.00
VI. Profit or loss for the financial year 1321 321 1,037,313.99 322 0.00
VII. Interim dividends 1323 323 0.00 324 0.00 ----·-VIII. Capital investment subsidies 1325 325 0.00 326 0.00
IX. Temporarily not taxable capital gains 1327 327 0.00 328 0.00 - ------~--- -----
B. Subordinated debts 1329 329 0.00 330 0.00
C. Provisions 1331 331 0.00 332 0.00
D. Non subordinated debts 1339 5 339 136,025.52 340 0.00
a) becoming due and payable within one year 1407 407 136,025.52 408 0.00
b) becoming due and payable after more than one year 1409 409 0.00 410 0.00
E. Deferred income 1403 403 0.00 404 0.00
TOTAL (LIABILITIES) 405 101, 173,339.51 406 0.00
The notes in the annex form an integral part of the annual accounts
Annual Accounts Helpdesk :
Tel. : (+352) 247 88 494 Email : [email protected]
A.CHARGES
1. to 2. Gross loss (less B.1 to B.4) 1643
3. Staff costs 1605
a) Salaries and wages 1607
b) Social security on salaries and wages 1609
c) Supplementary pension costs 1611
d) Other social costs 1613
4. Value adjustments 1615
a) on formation expenses and on tangible and intangible fixed assets 1617
b) on current assets 1619
5. Other operating charges 1621
6. Value adjustments and fair value adjustments on financial fixed assets 1623
7. Value adjustments and fair value adjustments on financial current assets. Loss on disposal of transferable securities 1625
8. Interest and other financial charges 1627
a) concerning affiliated undertakings 1629
b) other interest and similar financial charges 1631
9. Extraordinary charges 1633
Page 1/3
I RCSL Nr. : B 173.403 I Matricule : 20122222889
AB~DGEDPROFITANDLOSSACCOUNT
Financial year from 0 1 06/12/2012 to 02 31/12/2013 (in 03 EUR )
4finance S.A. 6, rue Guillaume Schneider L-2522 Luxembourg
Reference(s)
643
6 605
"" 609
611
613
615
617
619
621
623
3 625
627
629
631
633
Current year
180,053.31
13,319.27
13,319.27
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
6,529,863.89
836,996.72
0.00
836,996.72
0.00
Previous year
644 0.00
605 0.00
608 0.00
610 0.00 .,, 0.00
61 4 0.00
616 0.00
618 0.00
620 0.00
622 0.00
624 0.00
626 0.00
628 0.00
630 0.00
632 0.00
634 0.00
The notes in the annex form an integral part of the annual accounts
I RCSL Nr. : B 173.403 I Matricule : 20122222889
Reference(s) Current year
10. Income tax 1635 7 635 32,988.67 636
11. Other taxes not included in the previous caption 1637 7 637 12,836.53 636
12. Profit for the financial year 1639 639 1,037,313.99 640
TOTAL CHARGES 641 8,643,372.38 642
The notes in the annex form an integral part of the annual accounts
Page 2/3
Previous year
0.00
0.00
0.00
0.00
0.00
Page 3/3
I RCSL Nr.: B 173.4031Matricule:20122222889
B. INCOME
Reference(s) Current year Previous year
1. to 4. Gross profit (less A.1 and A.2) 1739 739 0.00 740 0.00
5. Other operating income 1713 713 0.00 714 0.00
6. Income from financial fixed assets 1715 715 0.00 716 0.00
a) derived from affiliated undertakings 1717 717 0.00 718 0.00
b) other income from participating interests 1719 719 0.00 720 0.00
7. Income from financial current assets 1n1 721 8,628, 115.79 m 0.00
a) derived from affiliated undertakings 1723 3 723 8,628, 115.79 724 0.00
b) other income from financial current assets 1725 725 0.00 726 0.00
8. Other interest and other financial income 1727 m 15,256.59 728 0.00
a) derived from affiliated undertakings 1729 729 0.00 730 0.00
b) other interest and similar financial income 1731 731 15,256.59 732 0.00
9. Extraordinary income 173> 733 0.00 734 0.00
10. Loss for the financial year 1735 735 0.00 736 0.00
TOTAL INCOME 737 8,643,372.38 738 0.00
The notes in the annex form an integral part of the annual accounts
NOTE 1 - GENERAL
4finance S.A. Societe anonyme
Notes to the annual accounts As ofDecember 31, 2013
(expressed in EUR)
4finance S.A. - hereafter the "Company" - was incorporated on December 6, 2012 as a "Societe anonyme" within the definition of the Luxembourg Law of August 10, 1915, as amended, on commercial companies for an unlimited period of time.
The Company's registered office is established in Luxembourg.
The financial year of the Company runs from the 1st of January until the 31st of December of each year.
As an exception to this rule, the first accounting year begins on the date of incorporation of the Company and terminates on December 31 , 2013.
The purpose of the Company is the acquisition of ownership interests, in Luxembourg or abroad, in any companies or enterprises in any form whatsoever and the management of such ownership interests. The Company may in particular acquire by subscription, purchase, and exchange or in any other manner any stock, shares and other securities, bonds, debentures, certificates of deposit and other debt instruments and more generally any securities and financial instruments issued by any public or private entity whatsoever, including partnerships. It may participate in the creation, development, management and control of any company or enterprise. It may further invest in the acquisition and management of a portfolio of patents or other intellectual property rights of any nature or origin whatsoever.
The Company may borrow in any form. It may issue notes, bonds and debentures and any kind of debt which may be convertible and/or equity securities. The Company may lend funds including the proceeds of any borrowings and/or issues of debt securities to its subsidiaries, affiliated companies or to any other company. It may also give guarantees and grant security interests in favor of third parties to secure its obligations or the obligations of its subsidiaries, affiliated companies or any other company. The Company may further mortgage, pledge, transfer, encumber or otherwise hypothecate all or some of its assets.
The Company may generally employ any techniques and utilize any instruments relating to its investments for the purpose of their efficient management, including techniques and instruments designed to protect the Company against creditors, currency fluctuations, interest rate fluctuations and other risks.
The Company may carry out any commercial, financial or industrial operations and any transactions with respect to real estate or movable property, which directly or indirectly further or relate to its purpose.
On January 23, 2013, the Company established a Malta Branch in accordance with the laws of Republic of Malta and with the address at 40, Villa Fairholme, Sir Augustus Bartolo Street, Ta' Xbiex XBX1095, Republic of Malta.
The Company is not required to establish consolidated accounts as it is not a parent company according to Article 309 of the Luxembourg Law of August 10, 1915, as amended, on commercial companies.
The Company is included in the consolidated accounts of 4finance Holding S.A. RCS Luxembourg: B 171.059, forming the largest body of undertakings of which the Company forms a part as a subsidiary undertaking. The registered office of 4finance Holding S.A. is located 6, rue Guillaume Schneider, L-2522 Luxembourg, where the consolidated accounts are available.
8
4finance S.A. Societe anonyme
Notes to the annual accounts As of December 31, 2013
(expressed in EUR) (Continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General principles
These annual accounts have been prepared in accordance with generally accepted accounting principles and in accordance with the laws and regulations in force in the Grand-Duchy of Luxembourg under the historical cost convention.
Main valuation rules
Translation of currencies The Company maintains its accounting records in euro (EUR) and the annual accounts are prepared in this currency. The transactions made in another currency than EUR are translated into EUR at the exchange rate prevailing at the transaction date.
As ofyear-end: - cash and cash equivalents are valued at the exchange rate applicable at the balance sheet date, considering exchange rate differences as realized;
- all other assets expressed in another currency than EUR are valued individually at the lower of the value determined using the historical exchange rate or the value determined using the exchange rate prevailing at the balance sheet date;
- all liabilities expressed in another currency than EUR are valued individually at the higher of the value determined using the historical exchange rate or the value determined using the exchange rate prevailing at the balance sheet date.
Income and expenses expressed in currencies other than EUR are converted at the exchange rate applicable at the date of the transactions. Consequently only realized foreign exchange gains and losses and unrealized foreign exchange losses are taken into account in the profit and loss account.
Formation expenses Formation expenses are expensed during the financial year in which they occur.
Debtors Debtors are stated at their nominal value. A value adjustment is recorded when the estimated realizable value is lower than the nominal value. The realizable value is estimated on the basis of the information available to the Board of Directors. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
Non subordinated debts Non subordinated debts are stated at their repayment value. When the amount to repay is higher than the amount received, the difference is capitalized and depreciated on a straight-line basis over the debt duration.
9
NOTE 3 - DEBTORS
Amounts owed by affiliated undertakings Other debtors Receivable from tax and social security
Net book value at the end of the period
4finance S.A. Societe anonyme
Notes to the annual accounts As of December 31, 2013
(expressed in EUR) (Continued)
The amounts owed by affiliated undertakings correspond to:
2013 EUR
97,750,453.85 235,221.80
3,210.00
97 ,988,885.65
Since its incorporation, the Company granted various loans to the operating entities of the 4finance group. The Company acts as a lender and all the loans bear interest at various rates. They all have a maturity of 5 years as from the effective date of each agreement. However, prior to the maturity, the lender may request the repayment of the loan or the borrower may repay it at any time. The interest income of the period in relation with these loans amounted to EUR 8,628,115.79. As of December 31, 2013, the aggregate principal of the loans granted by the Company amounted to EUR 99,992,795.03 and the related accrued interest amounted to EUR 4,287,522.71. The Board of Directors decided to record a value adjustment amounting to an aggregate amount of EUR 6,529 ,863 .89 on the principals and accrued interest of some loans.
10
4finance S.A. Societe anonyme
Notes to the annual accounts As of December 31, 2013
(expressed in EUR) (Continued)
NOTE 4 - CAPITAL AND RESERVES
Share Profit or loss premium Profit or loss for the Capital Temporarily
Subscribed and similar Revaluation brought financial Interim investment not taxable capital premiums reserves Reserves forward period dividends subsidies capital gains
EUR EUR EUR EUR EUR EUR EUR EUR EUR
Balance as of December 6, 2012 100,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Extraordinary General Meeting of February 11, 2013 6,000,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Extraordinary General Meeting of March 13, 2013 12,000,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Extraordinary General Meeting of March 28, 2013 16,000,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Extraordinary General Meeting of April 17, 2013 20,000,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Extraordinary General Meeting of May 15, 2013 28,000,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Extraordinary General Meeting of September 3, 2013 12,000,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Extraordinary General Meeting of December 13, 2013 5,900,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Result for the financial period 0.00 0.00 0.00 0.00 0.00 1,037,313.99 0.00 0.00 0.00
Balance as of December 31, 2013 10020002000.00 0.00 0.00 0.00 0.00 120372313.99 0.00 0.00 0.00
11
4finance S.A. Societe anonyme
Notes to the annual accounts As of December 31, 2013
(expressed in EUR) (Continued)
NOTE 4- CAPITAL AND RESERVES (Continued)
The Company was incorporated on December 6, 2012 with a subscribed and fully paid up capital amounting to EUR 100,000.00 represented by 100,000 shares of a nominal value of EUR 1.00 each.
On February 11, 2013, the sole Shareholder decided to increase the share capital by an amount of EUR 6,000,000.00 by the creation of6,000,000 new shares with a nominal value of EUR 1.00 each.
On March 13, 2013, the sole Shareholder decided to increase the share capital by an amount of EUR 12,000,000.00 by the creation of 12,000,000 new shares with a nominal value of EUR 1.00 each.
On March 28, 2013, the sole Shareholder decided to increase the share capital by an amount of EUR 16,000,000.00 by the creation of 16,000,000 new shares with a nominal value of EUR 1.00 each.
On April 17, 2013, the sole Shareholder decided to increase the share capital by an amount of EUR 20,000,000.00 by the creation of20,000,000 new shares with a nominal value of EUR 1.00 each.
On May 15, 2013, the sole Shareholder decided to increase the share capital by an amount of EUR 28,000,000.00 by the creation of28,000,000 new shares with a nominal value of EUR 1.00 each.
On Septembre 3, 2013, the sole Shareholder decided to increase the share capital by an amount of EUR 12,000,000.00 by the creation of 12,000,000 new shares with a nominal value of EUR 1.00 each.
On December 13, 2013, the sole Shareholder decided to increase the share capital by an amount of EUR 5,900,000.00 by the creation of 5,900,000 new shares with a nominal value of EUR 1.00 each.
As of December 31, 2013 the subscribed capital amounting to EUR 100,000,000.00 is represented by 100,000,000.00 shares of a nominal value of EUR 1.00 each. The uncalled subscribed capital amounts to EUR 1,419 ,646.81.
Legal reserve In accordance with Luxembourg Law of August 10, 1915, as amended, on commercial companies, the Company is required to transfer a minimum of 5% of its net profit for each financial year to a legal reserve. This requirement ceases to be necessary once the balance of the legal reserve reaches 10% of the issued share capital. The legal reserve is not available for distribution to the sole Shareholder.
NOTE 5 - NON SUBORDINATED DEBTS
Trade creditors Amounts owed to affiliated undertakings Tax and social security
Balance as of December 31, 2013
The amounts owed to affiliated undertakings correspond to:
Advance
Less than 1 year EUR
76,615.94 13,584.38 45,825.20
136,025.52
The Company received an advance for an amount of EUR 13,584.38. This advance is interest free and repayable on demand.
12
NOTE 6- STAFF COSTS
4finance S.A. Societe anonyme
Notes to the annual accounts As of December 31, 2013
(expressed in EUR) (Continued)
During the period, the Company employed one part time employee as a Branch Manager for its Malta Branch.
NOTE 7 - TAXATION
The Company is fully taxable at an effective corporation tax rate amounting to 29.22% (with a minimum of EUR 3,210.00). This minimum amount of taxes of EUR 3,210.00 may be deducted of the tax charge payable by the Company in the future. However, this minimum amount will not be repaid to the Company. It is also subject to a net worth tax amounting to 0.50% based on the net asset value of the company at the beginning of the calendar year. Finally, the Company is liable to taxes in Malta through its Malta Branch.
The tax charges consist in the following:
Corporate Income Tax Municipal Business Tax Net Wealth Tax Malta tax on Malta Branch revenue
NOTE 8 - ADVANCES AND LOANS GRANTED TO THE MEMBERS OF THE ADMINISTRATIVE
2013 EUR
26,640.29 6,348.38
62.50 12,774.03
45,825.20
There were no advances and loans granted to the members of the administrative managerial and supervisory bodies during the period ended December 31, 2013.
NOTE 9 - OFF-BALANCE SHEET COMMITMENTS
There are no off balance sheet commitments and contingencies.
NOTE 10 - POST BALANCE SHEET EVENTS
On February 13, 2015, the sole shareholder resolved to accept the resignation of Mr. Magsud AHMADKHANOV, director of the Company and to appoint as new director Mr. Marc CHONG KAN for a period until 2020 when the annual general meeting of the Company will be held.
In August 2014, 4finance S.A. issued USD 200.0 million of 11.75% notes which are listed on the Irish Stock Exchange and are senior to all of the 4finance group's future subordinated debt. The notes will mature in August 2019.
In March 2015, 4finance S.A. issued SEK 225.0 million of 11.75% notes which are senior to all of the 4finance group's future subordinated debt. The notes will be listed on the corporate bond list of Nasdaq Stockholm within six months from the issue date. The notes will mature in March 2018.
Profit will be invested in the Company's further development and not distributed to the shareholders.
13
