2
Directors’ report for 2021
OPERATING PERFORMANCE
During 2021, Vistin Pharma ASA and its
subsidiarie (“Vistin Pharma” or the “Group”) had
one business segment; pharmaceuticals. Within
the pharmaceutical segment, Vistin Pharma is a
major player and a well-recognized global
supplier of metformin, the gold standard
treatment of diabetes II.
The number of diabetes II patients are by WHO
expected to grow from approximately 450
million today to > 650 million in less than 20
years. The global demand for metformin could
therefore grow from 45.000MT today to
60.000MT by 2026.
Vistin Pharma´s ambition is to become the
leading supplier of metformin products to
customers in the premium finished product
segments. The long-term business objective is
to grow with our customers and take advantage
of the future market growth.
Vistin Pharma believes that the quality of its
metformin products, advanced production
facilities, focus on “green” operations, and its
service and delivery performance, are
competitive advantages and drivers for
increased sales.
The Covid-19 situation has been an «eye
opener» to both authorities and the industry
leaders to focus on lower risk supply chains
and «short travelled medicines». Vistin is
strategically well positioned to benefit from the
expected increase in local supply demands
following the pandemic.
The Group’s production plant in Kragerø,
Norway, was running at close to full capacity
for the whole year, with a record production of
close to 3,700 MT(metric tons) of metformin HCl
(hydrochloride).
3000
3044
3460
3630
0
500
1000
1500
2000
2500
3000
3500
4000
2018 2019 2020 2021
Production volume in metric tons
3
Metformin capacity expansion
project (MEP)
Vistin announced in April 2020 that the Board of
Directors had approved a Metformin Capacity
Expansion Project (MEP). The objective is to
build a 2nd parallel production line and
establish a total capacity of approximately
7000MT metformin HCl annually (+ 3500MT) to
take advantage of the future growing need for
metformin to treat diabetes II patients and to
supply our existing and future customers
increased product demands. The estimated
CAPEX is MNOK 100, whereof approx. 55%
has been paid as of 31 December. Business
development activities to acquire new accounts
and to secure increased volumes from existing
customers to fill the additional MEP capacity are
ongoing.
Vistin has positioned itself as a premium
supplier in the highly competitive metformin
market. To further strengthen the position,
Vistin is committed to invest in process and
product quality development and implement
Best Available Techniques (BAT) in its
production environment. Vistin has a separate
department consisting of four highly competent
individuals that is dedicated to work with
process, productivity and quality improvements.
Vistin Pharma long term vision is to have no
negative impact on environment, people and
local community by our presence. Vistin
Pharma are proud of the sustainability
achievements, our track record of deliverables
and ongoing ESG focus. During 2021 Vistin has
invested approximately MNOK 10 in a cooling
system to condense hydrocarbons. This is
expected to reduce the emission of greenhouse
gases with more than 98%, resulting in a
reduction of the total emission to air with more
than 95 % compared to current level. Project is
expected to be finalized in Q1’22.
High demand
The demand in the market for metformin is still
high and is not affected by the corona epidemic.
The delivery situation of raw materials,
especially from China has been challenging
throughout 2021. Vistin has therefore invested
in building security stocks of its key raw
materials to avoid temporary raw material
shortages.
Due to the increased global import from China
and India following the covid-19 pandemic, the
global freight costs (across all global
businesses and for all goods) have increased
significantly in 2021. Vistin has increased its
average sales prices during the year to
compensate for the current increased fright and
raw material prices.
PRESENTATION OF FINANCIAL
RESULTS FOR THE GROUP
Total revenue and income for Vistin Pharma in
2021 amounted to MNOK 278.6 (MNOK 253.9).
The revenue and income for both 2021 and
2020 relate exclusively to sales of metformin.
4
The operating profit for 2021 was MNOK 43.9
million (MNOK 55.2). The Group had net profit
of MNOK 24.9 million (net loss MNOK 96.9
million). The net loss for 2020 is only driven by
the realized loss of closing the oil derivatives
portfolio in Q1, which represented a loss of
approximately MNOK 166.
Liquidity, financial position and
investments
Vistin Pharma’s net cash flow from operating
activities in 2021 amounted to MNOK 13.7
million (negative MNOK 145.7).
The net cash flow from investing activities for
2021 amounted to negative MNOK 31.7
(negative MNOK 51.4), of which represents
capital expenditure for the year, primarily
installments for the MEP project.
The net cash flow from financing Activities for
2021 was negative MNOK 23.3 million
(negative MNOK 45.5), driven by dividend pay-
out of NOK 0.5 per share, equal to MNOK 22.2.
The board of directors has proposed to get a
power of attorney from the annual general
meeting in May to pay up to NOK 0.75 per
share in dividend for 2021, by end of 2022.
At 31 December 2021, total assets amounted to
MNOK 333.1, and the Group had no interest-
bearing debt. Cash and cash equivalents
amounted to MNOK 35.7 at 31 December 2021.
As of 31 December 2021, total equity amounted
to MNOK 275.8, and the equity ratio was 83%.
Implementation of MEP is leading to low
volumes available for sale in Q1’22 and an
untraditionally weak result in the period is
expected. The financial results are expected to
improve from Q2’22, and accelerate from 2H
with leverage from the new capacity.
Vistin expects significant increased working
capital requirements to support the volume
ramp-up. In addition, Vistin has an ambitious
CAPEX plan in 2022 to support the volume
growth and future production productivity.
Based on this a credit facility for 2022 has been
secured with Nordea.
The Financial Statements of Vistin Pharma ASA
have been prepared in accordance with the
International Financial Reporting Standards
(IFRS) as adopted by the EU and are valid on
or after 1 January 2018.
In accordance with the Norwegian accounting
act § 3-3a, the Board of Directors confirm that
the Financial Statements have been prepared
under the assumption of going concern and that
this assumption is valid based on the Group’s
budgets and financial projections.
EVENTS AFTER THE BALANCE
SHEET DATE
There have not been events subsequent to the
closing date of 31 December 2021, that affects
the financials or the Group’s operational
activities.
ORGANISATIONAL MATTERS
Organization
At the end of 2021, the Group had 74
employees.
Board of Directors
At year end the board consisted of Øyvin A.
Brøymer (chairman), Bettina Banoun, Kari
Krogstad, Espen Marcussen, Øystein Stray
Spetalen, Espen Lia Gregoriussen (employee
representative) and Åse Musum (employee
representative).
201
228
254
279
0
50
100
150
200
250
300
2018 2019 2020 2021
Revenue pharmaceuticals
MNOK
5
6
CORPORATE SOCIAL
RESPONSIBILITY, THE
ENVIRONMENT AND EMPLOYEES
Vistin Pharma aspires to achieve sustainable
development by having a good balance
between financial results, value creation,
sustainability, and CSR. The statement of
corporate social responsibility required under
Section 3-3c of the Norwegian Accounting Act
follows below.
Corporate social responsibility
Vistin Pharma is committed to conduct its
business in a manner that adheres to the
highest industry standards within the
pharmaceutical industry, and strictly in
accordance with international and local laws
and regulations. Vistin Pharma is a socially
responsible company dedicated to promoting
decent working and environmental conditions in
the supply chains. Vistin Pharma has adopted
the general principles of UN Global Compact
with universally accepted principles for human
rights, working conditions, environment, and
anti-corruption. In pursuit of this the Group has
developed a ‘NO HARM VISION’ consisting of:
•
A vision to have no negative impact
on environment, people, and local
community by our presence
•
A «green» and environmentally friendly
pharmaceutical company with a “no
harm” vision and “front runner”
ambition
•
A goal to increase our manufacturing
capacity without increased
environmental impact on water, air,
and soil
ESG achievements and initiatives
Vistin Pharma has during the last years
invested in, completed, and implemented
several projects that significantly reduce the
environmental footprint. Building on this
success, Vistin Pharma has several ESG
initiatives ongoing:
•
Vistin continues to use only hydro
powered energy to minimize carbon
footprint
•
Vistin is completing a project in 2022 with
aim to reduce the water consumption in
the plant by >80% through recycling, incl.
reusing the hot water for heating of plant.
•
Vistin is working on a technology project
where distillation will be fractionated into
components that can be used as raw
materials for other companies.
•
Vistin has, since 2017, been part of a
national program for surveillance of
industrial impact on fjords and effluents.
Surveillance program and ecotoxicology
test confirm that Vistin do not impact the
effluent negatively.
•
Vistin is currently investing MNOK 10 in a
cooling system to condense
hydrocarbons. This is expected to reduce
the emission with more than 98%,
resulting in a reduction of the total
emission to air with more than 95 %
compared to current level. Project is on
track and expected to be finalized in
Q1’22.
The Group’s manufacturing plant is located in
Kragerø, Stuttlidalen 4, Sannidal, Norway, and
its head office is located at Østensjøveien
27,Oslo, Norway.
Vistin Pharma has dedicated
considerable resources to identify, analyze,
control and reduce the emission levels at its
manufacturing plant. Vistin Pharma has
established a
system in which all process water
is being collected and analyzed, and only
discharged if the water quality is within
approved levels. The system has been fully
operational during 2021.
7
8
ESG Targets 2022 – 2025 & initiatives
Based on the ongoing initiatives and to become
even more environmentally friendly the Group
has set out some though and ambitious goals.
We want to further strengthen our status as an
environmentally friendly pharmaceutical
company with a “no harm” vision and “front
runner” ambition.
Concrete ambitions for 2022 – 2025:
•
Reduce water consumption in the plant by
>80% through recycling by end 2022
•
Reduce the concentration of metformin
and butanol in the waste
•
Reduce emission of greenhouse gases to
air by 90%, whereof a 40% reduction was
achieved in 2021
•
No negative impact on effluent to water
and soil
•
No work-related injuries and sick leave
above the average Norwegian industry
Vistin’s direct environmental impact relates
primarily to its production plant at Fikkjebakke in
Kragerø. In addition to transportation of raw
materials by boat from suppliers in Asia and
distribution of Metformin, mainly by truck to
customers in Europe. Vistin has a strict
surveillance regime when it comes to emission
from the plant and is on a quarterly basis
reporting status to the environmental
department (‘Miljødepartementet’). As
mentioned Vistin has several high impact
projects ongoing to reduce the environmental
footprint.
Vistin only use well know international freight
providers for both inbound and outbound
transportation. The freight suppliers also need
to be an approved supplier according to our
own internal guidelines which is based on GDP.
Vistin Pharma expects its suppliers and
business partners to make efforts to ensure
compliance to the above principles and national
laws and regulations, and to ensure similar
compliance by their sub-suppliers.
Vistin Pharma does not accept violation of laws
against corruption, bribery and fraud. Suppliers
and business partners shall under no
circumstance be involved in business practice
which hinders free competition. Suppliers and
business partners shall not offer Vistin Pharma
employee’s gifts or favorable conditions. Vistin
Pharma seeks to form long term relationship
with business partners, who share our values
and focus on promoting decent working and
environmental conditions in the supply chain.
Vistin Pharma’s Code of Conduct is built on
Vistin Pharma’s values and provides a
framework for what the Group considers
responsible conduct. The document has been
approved by the Board of Directors, and
applies to all employees, as well as to board
members of Vistin Pharma, and can be found
at www.vistin.com.
Equal opportunities
Vistin is committed to being a responsible
employer and promotes an open and strong
corporate culture. The Group has established
practices to ensure equal opportunities between
female and male employees, as well as
between different races. The Group had 74
employees at year-end 2021, of which 19 are
female. Two employees were part-time workers
according to their own decision. All employees
are offered equal opportunities with regards to
hiring, compensation, training and promotion
regardless of gender, age, ethnic and national
origin, religion, sexual orientation, social
background or other distinguishing
characteristics. Vistin offers full pay during
parental leave for both men and women, and in
2021 5% of Vistin’s female and 0 % of male
employees took parental leave. On average,
women took 36 weeks, while men took 0
weeks.
9
The Executive Management group into 2021
consists of five members, of which one member
is female. The Board of Directors currently has
three female members out of seven. The Board
does not consider it necessary to take further
measures to ensure equal opportunities.
Vistin has based on compensation in 2021 done
a salary survey to compare female’s salary
compared to their male colleagues. Adjusted for
age and number of years’ experience the
female’s salary is on a similar level as their
males. Vistin has not registered any
involuntarily overtime or part-time work during
2021. Approximately 60% of the leadership
roles in the middle level is held by females.
Environment, Health and Safety
Vistin Pharma has established a formal code of
conduct, as well a set of policies and
procedures for handling quality, health, safety
and environment. The Group is committed to a
work environment where all employees feel
safe and are valued for the diversity they bring
to the business. Vistin Pharma honors domestic
and internationally accepted labor standards
and support the protection of human rights. The
Group does not tolerate any harassment or any
act of violence or threatening behavior in the
workplace, including any sexual, age-related or
racial harassment.
The people employed at Vistin Pharma are our
most important resource for success, and the
Group strives to create a healthy and safe
environment for all employees and contractors.
All employees are entitled to an annual review
with its immediate supervisor. For new
employees individual training programs are set
up when onboarding or after individual
evaluations. The training is tailored to each role,
tasks and duties and can include both internal
and external courses, seminars and other
relevant arrangements.
For Vistin Pharma AS, where the employees in
the Group are employed, QHSE (quality, health,
safety and environment) is an integral element
of its business, and an electronic system is in
place to monitor and follow-up any accident
incidents. Key safety indicators, such as TRI’s
(total recordable incidents), are continuously
monitored, and reported and reviewed on a
monthly basis. Vistin Pharma AS has reported
no TRI, for the consecutive last five years. The
statistics of no TRI’s and only one LTI (lost time
injury) for the last three years show that the
company’s focus on creating an EHS culture
and establishing barriers to minimize the risk of
accidents has been successful.
The total sick leave for the Group for 2021 was
4.8% (2020: 5.3%) of the total working hours,
which is well below the industry average.
Vistin has established routines for reporting
concerns related to illegal or unethical conduct,
including a whistle blowing channel for discrete
and confidential handling of any potential
reports. There were no reported concerns
during 2021.
RISK EXPOSURE AND RISK
MANAGEMENT
Vistin Pharma’s regular business activities
entail exposure to various types of risk.
The Group proactively manages such risks,
and the Board regularly analyses its operations
and potential risk factors and takes measures to
reduce risk exposure. Vistin Pharma places a
strong emphasis on Quality Assurance and has
quality systems implemented, in line with the
requirements for the pharmaceutical industry.
10
Operational risk
As Vistin Pharma is exposed to several types of
risk, fluctuations in the price and availability of
raw materials and the development in foreign
exchange (USD and EUR) are among the most
prominent. The majority of the sales are done in
EUR, while all primary raw material purchases
are in USD. In addition, risk related to potential
regulatory changes, new medications for the
treatment of diabetes II, and environmental
issues connected to emission permits at the
Company’s plant, represent central risk factors.
Financial risk
The financial risk of the Group is principally
related to liquidity risk, credit and risk foreign
currency risk.
The Group’s main strategy to manage liquidity
risk is to maintain a strong balance sheet. Vistin
Pharma had cash and cash equivalents of
MNOK 36 and no interest-bearing debt at 31
December 2021, and the Group’s liquidity is
considered solid.
The Group has no major financial assets other
than cash and cash equivalents and trade
receivables. The trade receivables relate to
customers of Vistin Pharma AS, and the Group
is tightly managing these receivables. The
Group’s overall credit risk is considered
moderate to low.
The Group's exposure to the risk of changes in
foreign exchange rates relates primarily to
Vistin Pharma’s operating activities.
Vistin Pharma offers metformin to the global
market and the Group is exposed to currency
exchange fluctuations, as most sales are in
EUR, while raw-material purchases are mainly
denominated in USD. The Group also have
foreign currency denominated cash deposits.
The Group may enter currency hedging
contracts to reduce the foreign exchange risk.
Further details on financial risk, including the
sensitivity analysis required by IFRS, can be
found in Note 15 to the Consolidated Financial
Statements
SHAREHOLDER RELATIONS AND
CORPORATE GOVERNANCE
Corporate governance
The Board of Directors and Executive
Management are committed to complying with
rules and regulations that apply to Vistin
Pharma’s business. Vistin Pharma’s corporate
governance guidelines, (the “CCGP”), have
been prepared to comply with the current
Norwegian Code of Practice for Corporate
Governance (the “Code”). The CCGPs has
been prepared in accordance with Section 3-3b
of the Norwegian Accounting Act, and are
available on Vistin Pharma’s website. A report
on Vistin Pharma’s corporate governance is
provided in a separate section of the annual
report for 2021.
Dividend policy
It is Vistin Pharma’s objective to generate
predictable annual growing returns to the
shareholders in the form of dividends and/or
share appreciation, which is at least on the
same level as other investment possibilities
with comparable risk.
Investor relations
The Board of Directors and the Executive
Management of Vistin Pharma place
considerable importance on providing the
shareholders and the financial market in
general with timely, relevant and current
information regarding the Group and its
activities, in accordance with the laws and
regulations imposed by the Norwegian
Securities Trading Act and the Oslo Stock
Exchange.
The share price has increased from NOK 17.45
per share at year end 2020, and to NOK 19.40
as of 31 December 2021, equal to an increase
of 11%. In addition a dividend of NOK 0.5 per
share has been paid out.
11
OUTLOOK
Diabetes is one of the largest global health
crises of the 21
st
century, and the metformin
business is expected to continue to grow by 5-
6% annually, as it remains the gold-standard
treatment of type 2 diabetes. The majority of
Vistin Pharma’s key customers are
pharmaceutical companies that sell new and
innovative metformin products, and the
demand for the Company’s metformin will be
dependent on the market performance of these
products.
The demand in the market for metformin is still
high and is currently not affected by the corona
epidemic. The vulnerability for drug supplies
during the corona epidemic has been an ‘eye
opener’ for the authorities and the need for
‘short travelled medicines’ will be high on the
agenda going forward. Vistin is strategically
well positioned to benefit from the expected
increase in local supplies going forward.
VISTIN PHARMA ASA (PARENT
COMPANY)
The parent company, Vistin Pharma ASA (the
“Company”), is a holding company, with
financial activities, but no operating activities.
The Company had a net negative profit of
MNOK 2.6 (MNOK 0.2 million) in 2021. Total
assets as of 31 December 2021 were MNOK
277.8 (MNOK 295.7), and the long-term
intercompany receivables were MNOK 58
(MNOK 98) at year-end 2021. The Company’s
cash balance at year-end 2021 was MNOK 22.5
(MNOK 67.7). Total shareholders’ equity at 31
December 2021 was MNOK 270 million (MNOK
294.7), and the equity ratio at 31 December
2021 was 97.2% (99.7%).
The board of directors has proposed to get a
power of attorney from the annual general
meeting in May to pay up to NOK 0.75 per
share in dividend for 2021, by end of 2022.
Oslo, 26 April 2022
Øyvin A. Brøymer
Chairman
Espen Marcussen
Board member
Åse Musum
Board member
Bettina Banoun
Board member
Øystein Stray Spetalen
Board member
Kari Krogstad
Board member
Espen Lia Gregoriussen
Board member
Kjell-Erik Nordby
CEO
Annual report is signed electronically.
VISTIN PHARMA ASA – ANNUAL REPORT 2021
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Responsibility Statement
We confirm that, to the best of our knowledge, the Financial Statements 2021, which have been
prepared in accordance with IFRS as adopted by EU, gives a true and fair view of the Company’s
assets, liabilities, financial position and results of operations, and that the management report includes
a fair review of the information required under the Norwegian Securities Trading Act section 5-5.
Oslo, 26 April 2022
Øyvin A. Brøymer
Chairman
Espen Marcussen
Board member
Åse Musum
Board member
Bettina Banoun
Board member
Øystein Stray Spetalen
Board member
Kari Krogstad
Board member
Espen Lia Gregoriussen
Board member
Kjell-Erik Nordby
CEO
Annual report is signed electronically.
13
Corporate
governance policy and
annual review
1. IMPLEMENTATION AND
REPORTING OF CORPORATE
GOVERNANCE
In accordance with the Norwegian Code of
Practice for Corporate Governance (the “Code of
Practice), cf. the latest version dated 17 October
2018, the Board of Directors of Vistin Pharma
ASA (“Vistin Pharma” or the “Company”) has
prepared a Corporate Governance policy
document. Vistin Pharma aspires to follow the
Code of Practice as closely as possible and in
situations where the Company’s practice might
diverge from the code, an explanation or
comment will be provided.
The Board reviews the overall position of the
Company in relation to the latest version of the
Code of Practice annually and reports thereon in
the Company’s annual report in accordance with
the requirements of the continuing obligations of
stock exchange listed companies and the Code
of Practice.
The Company’s compliance with the Code of
Practice is detailed in this section of the Annual
Report and section numbers refer to the Code of
Practice’s articles. Vistin Pharma’ Corporate
Governance guidelines are published in full at
the Company’s website (www.vistin.com).
2. BUSINESS
Vistin Pharma ASA is a holding company for
Vistin Pharma AS. Vistin Pharma ASA previously
had another segment, Energy Trading, which
was decided closed down in 2019 and all
derivative position was closed in Q1 2020. Vistin
Trading AS was merged into Vistin Pharma AS
in 2021.
Vistin Pharma AS is a pharmaceutical company
producing Active Pharmaceutical Ingredients
(APIs).
Vistin Pharma’s business purpose is included in
the Company’s Articles of Association.
The Board evaluates the Company’s strategy
annually. The strategy process is followed by the
approval of the budgets and key operating
indicators for the following year, which is used as
an important tool in evaluating the continuous
performance of the Company. Vistin Pharma’s
strategy, objectives and risk management is
further described in the Directors’ Report.
3. EQUITY AND DIVIDENDS
Equity
The Group’s consolidated equity at 31
December 2021 was NOK 275.8 million,
representing an equity ratio of 83%. The Board
aims to maintain an equity ratio that remains
satisfactory in light of the Company's goals,
strategy and risk profile.
Increases in share capital
The Board will only propose increases in the
share capital when this is beneficial over the
long term for the shareholders of the Company.
At the Annual General Meeting held in May
2021, the Company received a general authority
to increase the share capital by up to NOK
8,868,918 (representing up to 20% of the
existing share capital) through the issue of new
shares for general corporate purposes, including
financing of investments, mergers and
acquisitions and employee incentive plans.
14
The Company’s strategy is to grow its business
organically, and potentially through acquisitions,
and the Board believes that a general authority,
without a specific purpose, is necessary to give
the Company the required flexibility to secure the
necessary financing, at the lowest possible
costs, and that this is in the best interest of the
Company’s shareholders. The authority is limited
in time to 15 months from the date of the general
meeting or up to the Annual General Meeting in
2022.
Vistin Pharma has also been given an
authorization to purchase its own shares, for a
number of shares limited to 10% of the total
issued shares of the Company. The authority
was given at the Annual General Meeting held in
May 2021 and is limited in time to the Annual
General Meeting in 2022.
Dividend policy
It is the Company’s objective to generate
growing predictable annual returns to the
shareholders in the form of dividends and share
appreciation, which is at least on the same level
as other investment possibilities with comparable
risk. The Board has proposed to get a power of
attorney from AGM in May to pay up to NOK
0.75 per share in dividend for 2021, by end of
2022.
4. EQUAL TREATMENT OF
SHAREHOLDERS AND
TRANSACTIONS WITH CLOSE
ASSOCIATES
The Company has only one class of shares.
Each share entitles the holder to one vote and
there are no voting restrictions. Each share has
a nominal value of NOK 1.00. Any potential
purchase of own shares shall be carried out via
a stock exchange at market prices. There were
no purchases of own shares during 2021.
Where the Board resolves to carry out an
increase in share capital on the basis of an
authority given to the Board, and waive the pre-
emption rights of existing shareholders, the
justification will be publicly disclosed in
connection with the increase in share capital.
Transactions with related parties shall be at
arm’s length and at fair value which, in the
absence of any other pertinent factors, shall be
at market value. All not immaterial transactions
with related parties shall be valued by an
independent third party, unless assessed and
resolved upon by the General Meeting.
Transactions with related parties are described
in Note 24 to the Consolidated Financial
Statements.
5. FREELY NEGOTIABLE SHARES
There are no limitations on trading of shares and
voting rights in the Company, and each share
gives the right to one vote at the Company's
General Meeting.
6. GENERAL MEETING
Annual General Meeting
The General Meeting is the Company’s supreme
body and elects the members of the Board.
The call for the General Meeting
The Company observes the minimum notice
period set out in the Norwegian Public Limited
Companies Act, i.e. providing 21 days minimum
notice period. The call for the General Meeting is
issued in writing via mail, or electronically
through VPS, to all shareholders with registered
addresses. Transmitted with the summons are
documents, which have sufficient detail for the
shareholders to take a position on all the cases
to be considered. Documents relating to matters
which shall be considered at a General Meeting
need not be sent to the shareholders if the
documents have been made available to the
shareholders on the Company’s website. This
also includes documents that according to law
shall be incorporated into or be attached to the
notice of the General Meeting. A shareholder
may require that documents, which shall be
considered at a General Meeting, are sent to the
shareholder.
The summons also addresses the shareholder’s
right to propose resolutions to the matters to be
resolved upon at the General Meeting and gives
information regarding the required steps
necessary to exercise the shareholder’s rights.
The summons and the said documents are
made available on the Company’s website at
least 21 days prior to the relevant General
Meeting.
15
To register for the General Meeting, a
shareholder is requested to submit a
confirmation in writing via mail or fax, or by
electronic registration directly through VPS.
The 2022 Annual General Meeting is scheduled
for 19 May in Oslo, Norway.
Voting at the General Meeting
Any shareholder is entitled to vote at the General
Meeting, and to cast a vote, a shareholder must
attend, or give a proxy, to someone who is
attending. The proxy form will be distributed with
the summons to the General Meeting. A proxy
will only be accepted if submitted by mail, fax, or
e-mail (provided the proxy is a scanned
document with signature) or registered directly
through VPS. It is not possible to vote via the
Internet, or in any other way. For shareholders
who cannot attend the General Meeting, the
Board will nominate the Chairman or the CEO to
vote on behalf of shareholders as their proxy. To
the extent possible, the Company uses a form
for the appointment of a proxy, which allows
separate voting instructions to be given for each
matter to be considered by the meeting and for
each of the candidates nominated for election.
The attendance at the General Meeting
The Board and the management of the
Company seek to facilitate the largest possible
attendance at the General Meeting. The
chairman of the Board and the CEO will always
attend the Annual General Meeting. In addition,
the chairman of the Election Committee may
also attend the Annual General Meeting, and
other members of the Board and the Election
Committee will attend whenever practical. The
Code of Practice recommends that all Board
members and the chairman of the Election
Committee are present at the annual general
meeting.
Chairman of the meeting and minutes
The chairman of the Board, or another person
nominated by the Board, will declare the General
Meeting for open. The Code of Practice
recommends that an independent person is
appointed to chair the General Meeting.
Considering the Company’s organization and
shareholder structure the Company considers it
unnecessary to appoint an independent
chairman for the General Meeting, and this task
will for practical purposes normally be performed
by the chairman of the Board. However, the
need for an independent chairman is evaluated
in advance of each General Meeting based on
the items to be considered at the General
Meeting. The minutes from the General Meeting
are made available at the Company’s website on
the day of the General Meeting.
7. ELECTION COMMITTEE
The Company’s Election Committee is regulated
by article 11 if the articles of association. The
Election Committee is elected by the General
Meeting, which also appoints the chairman of the
Election Committee. The members of the
Election Committee should be selected to
ensure there is a broad representation of
shareholders’ interests.
The work
The Election Committee’s task is to propose
candidates for election to the Board of Directors
and to suggest remuneration for the Board. The
election Committee usually have direct contact
with the largest shareholders, existing Board
members and the CEO of the Company as part
of their proposal for Board members at the
annual general meeting. Shareholders may
propose board members through the chairman
of the Election Committee. Any proposals to the
Election Committee should be submitted in
writing to the chairman of the Election
Committee no later than 15 April. The
recommendations by the Election Committee
shall be justified.
The Election Committee currently consists of two
members, who shall be shareholders or
representatives of the shareholders, and no
more than one member of the Election
Committee shall be a member of the Board. The
members of the Election Committee are elected
for a period of two years at a time. Further
information on the duties of the Election
Committee can be found in the Instructions to
the Election Committee, which has been
approved by the General Meeting and made
available on the Company’s website.
16
The Election Committee’s composition is
designed to maintain its independence from the
Company’s administration.
The Election Committee currently consists of the
following members:
Eivind Devold, Chairman (member since 2021
up for election in 2023)
Nils Erling Ødegaard, (member since 2017;
up for election in 2023)
Further information on the membership is
available on the Company’s webpage.
8. THE BOARD OF DIRECTORS –
COMPOSITION AND INDEPENDENCE
The chairman and the other members of the
Board are elected for a period of two years at a
time, and the Board currently consists of five
shareholder elected members. In addition, two
members are elected by the employees of the
Group. All members of the Board may be re-
elected for a period of up to two years at a time.
The Company’s Executive Management is not
represented on the Board of Directors. All the
current members of the Board are independent
of the Company’s Executive Management.
The Chairman Øyvin A. Brøymer controls
directly approx. 28.4% of the shares in the
Company.
In electing members to the Board, it is
emphasized that the Board has the required
competence to independently evaluate the cases
presented by the Executive Management as well
as the Company's operations. It is also
considered important that the Board functions
well as a body of colleagues.
The current composition of the Board, including
Board members’ shareholding in Vistin Pharma
per the date of this annual report, is detailed
below.
Name
Position in
the Board
Member
since
(year)
Up for
election
(year)
Committee
membership
Shareholding
in Vistin
Pharma*
Øyvin A. Brøymer
Chairman
2020
2022
Rem. Comm.
12 575 000 (1)
Bettina Banoun
Member
2018
2022
Rem. Comm.
-
Kari Krogstad
Member
2020
2022
-
Espen Marcussen
Member
2020
2022
3 519 733 (2)
Øystein Stray
Spetalen
Member
2015
2023
1,107,930 (3)
Espen Lia
Gregoriussen
Member
2017
2023
-
Åse Musum
Member
2015
2023
2,201
* At 31 December 2021
1. Shares owned by Intertrade Shipping AS,
which is controlled by Chairman Øyvin A.
Brøymer
2. Shares owned by Pactum Vekst AS where
Espen Marcussen is the CEO.
3. Shares owned by Øystein Stray Spetalen, or
companies controlled by, or associated with
him.
Brief biographies on the Board members can be
found on the Company’s web page.
17
9. THE WORK OF THE BOARD
The Board’s work follows an annual plan for its
work. The annual plan is generally revised in
December each year and includes the number of
meetings to be held and specific tasks to be
handled at the meetings. Typical tasks that are
handled by the Board during the year includes an
annual strategic review, review and approval of
the following year’s budget, evaluation of
management and competence required, and
continuous financial, operational and risk reviews
based on budget or prognosis. The Board has
held four meetings since the Annual General
Meeting in 2021, and to the date of this report. The
Board members attended all the Board meetings,
either in person or through digital presence.
The instructions to the Board of Directors are
available on the Company’s website.
Remuneration Committee
The Remuneration Committee, appointed by the
Board, makes proposals to the Board on the
employment terms and conditions and total
remuneration of the CEO, and other members of
Executive Management, as well as the details of
any bonus plan for the employees. These
proposals are also relevant for other
management entitled to variable salary
payments. The Board’s instructions to the
Remuneration Committee are available on the
Company’s website. The Remuneration
Committee currently consists of Øyvin Brøymer
(Chairman) and Bettina Banoun.
Audit Committee
The Company must have an Audit Committee
appointed by the Board, for practical purposes the
full Board constitutes the Audit Committee.
10. RISK MANAGEMENT AND
INTERNAL CONTROL
The Board and the Executive Management shall
at all times see to that the Company has
adequate systems and internal control routines
to handle any risks relevant to the Company and
its business, hereunder that the Company’s
ethical guidelines, corporate values and
guidelines for corporate social responsibility are
maintained and safeguarded.
The Board carries out regular reviews of the
Company’s most important areas of exposure to
risk and its internal control systems. The risk
areas, changes in risk levels and how the risk is
being managed, are regularly reviewed at Board
meetings.
The company has director and officer's liability
insurance. The insurance covers the board of
directors' and management officers' legal
personal liability for pure property damage
related to the duties performed as directors and
officers.
Vistin Pharma manufactures and sells
pharmaceutical products through its subsidiary
Vistin Pharma AS. These products are produced
and sold in compliance with relevant
international and local laws and regulations
governing the pharmaceutical industry.
Accordingly, the Company has implemented risk
management systems in accordance with e.g.
GMP and EHS guidelines.
11. REMUNERATION OF THE BOARD
OF DIRECTORS
Remuneration of Board members shall be
reasonable and based on the Board's
responsibilities, work, time invested and the
complexity of the business. The remuneration
needs to be sufficient to attract both Norwegian
and foreign Board members with the right
expertise and competence. The compensation
shall be a fixed annual amount and shall be
determined by the Annual General Meeting
based on a proposal from the Election
Committee. At the Annual General Meeting in
2021 a resolution was passed approving the
following fees until the next Annual General
Meeting in 2022: Chairman NOK 400,000,
shareholder elected Board members and
employee elected board members NOK
200,000.
For more information on remuneration of the
Board see note 23 to the Consolidated Financial
Statements.
18
12. REMUNERATION OF THE
EXECUTIVE MANAGEMENT
The Board sets out the guidelines for
remuneration of Executive Management and
determines the salary and other compensation of
the CEO, pursuant to relevant laws and
regulations.
The statement regarding the determination of
salary and other remuneration to Executive
Management are presented as a separate
agenda item at the Annual General Meeting, and
any proposals for equity-based compensation
(i.e. share option, share purchase plan or
similar) would usually be included as a separate
agenda item. The statement regarding the
determination of salary and other remuneration
to Executive Management has been included in
Note 12 to the Financial Statements for Vistin
Pharma ASA.
For more information on remuneration of the
CEO and other members of Executive
Management see Note 23 to the Consolidated
Financial Statements.
13. INFORMATION AND
COMMUNICATION
The Board of Directors and the Executive
Management of the Company assign
considerable importance to giving the
shareholders and the financial market in general
timely, relevant and current information about
the Company and its activities, while maintaining
sound commercial judgement in respect of any
information which, if revealed to competitors,
could adversely influence the value of the
Company.
Regular information is published in the form of
Annual Reports and interim reports and
presentations. It is the Company’s aim to publish
these reports within four weeks of the end of the
relevant period in at least three of the four
financial quarters. Vistin Pharma distributes all
information relevant to the share price to the
Oslo Stock Exchange in accordance with
applicable laws and regulations.
The Company publishes all information
concerning the Annual General Meeting, interim
reports and presentations and other
presentations on the Company website, as soon
as they are made publicly available.
The CEO and CFO hold a presentation each
quarter in connection with the release of the
interim reports, which is open to all interested
parties. The Executive Management also holds
regular meetings with shareholders and other
interested investors.
14. TAKE-OVERS
The Board shall not without specific reasons
attempt to hinder or exacerbate any attempt to
submit a takeover bid for the Company's
activities or shares, hereunder make use of any
proxy for the issue of new shares in the
Company. In situations of takeover or
restructuring, it is the Board's particular
responsibility to ascertain that all shareholders'
values and interests are protected. If a take-over
offer is made, the Board will issue a statement
making a recommendation as to whether
shareholders should or should not accept the
offer. The Board will arrange a valuation from an
independent expert that shall be made public no
later than the disclosure of the Board’s
recommendation.
15. AUDITOR
The Company’s external Auditor is EY. The
Auditor participates in the Board meeting that
approves the annual financial statements, and
otherwise when required. The Auditor meets with
the Board, without the Company’s Executive
Management being present, at least once a
year.
The Auditor each year presents a plan for the
implementation of the audit work, and following
the annual statutory audit presents a review of
the Company’s internal control procedures,
including identified weaknesses and proposals
for improvement.
The full Corporate Governance Policy is
published on Vistin Pharma’ home page:
www.vistin.com.
19
Vistin Pharma Group-
financial statements
and notes
20
Consolidated Statement of Comprehensive Income
For the year ended 31 December
(NOK 000's)
Note
2021
2020
Revenue
4
Other income
5
Total revenue and other income
Cost of materials
Payroll expenses
6
Depreciation, amortisation and impairment
12
Other operating expenses
8
Operating profit (EBIT)
Finance income
9
Finance costs
9
Profit/(loss) before tax
-124 272
Income tax expense
10
-27 317
Profit/(loss) for the period
-96 955
Other comprehensive income
Items not to be reclassified to profit or loss in subsequent periods:
Actuarial losses on defined benefit plan
7
-776
-355
Income tax effect
Total comprehensive income for the period
-96 678
Comprehensive income attributable to:
Equity holders of the parent company
-96 678
Earnings per share (NOK):
Basic, profit attributable to equity holders of the parent
11
-2.19
Diluted attributable to equity holders of the parent
11
-2.19
21
Consolidated Statement of Financial Position
As at 31 December
(NOK 000's)
Note
2021
2020
ASSETS
Non-current assets
Property, plant & equipment
12
Deferred tax assets
10
Total non-current assets
Current assets
Inventories
15
Trade receivables
16
Other receivables
16
Cash and cash equivalents
17
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity
Share capital
18
Share premium
Other paid in capital
Retained earnings
-996
Total equity
Non-current liabilities
Other non-current liabilities
22
Pension liabilities
7
Total non-current liabilities
Current liabilities
Trade payables
14
Income tax payable
10
Other current liabilities
20/22
Total current liabilities
Total liabilities
Total equity and liabilities
22
Oslo, 26 April 2022
Øyvin A. Brøymer
Chairman
Espen Marcussen
Board member
Åse Musum
Board member
Bettina Banoun
Board member
Øystein Stray Spetalen
Board member
Kari Krogstad
Board member
Espen Lia Gregoriussen
Board member
Kjell-Erik Nordby
CEO
Annual report is signed electronically.
23
Consolidated Statement of Changes in Equity
For the year ended 31 December
Attributable to equity holders of the parent
(NOK 000's)
Note
Share capital
Share
premium
Retained
earnings
Total
Equity as at 01.01.2020
Dividend paid
-44 345
-44 345
Profit ( loss ) for the period
-96 955
-96 955
Other comprehensive income
Total comprehensive income
-96 678
-96 678
Equity as at 31.12.2020
18
-996
Equity as at 01.01.2021
-996
Dividend paid
-22 171
-22 171
Profit ( loss ) for the period
Other comprehensive income
Total comprehensive income
Equity as at 31.12.2021
18
24
Consolidated Statement of Cash flows
For the year ended 31 December
(NOK 000's)
Note
2021
2020
Cash flow from operating activities
Net profit/(loss) before income tax
-124 272
Net profit/(loss) before income tax
-124 272
Adjustments to reconcile profit before tax to net cash flow:
Income tax paid
Non-cash adjustment to reconcile profit before tax to cash flow:
Depreciation, amortisation and impairment
12
Changes in working capital:
Changes in trade receivables and trade creditors
16
-12 760
Changes in inventories
15
-11 118
-7 681
Changes in other accruals and prepayments
-5 045
-25 563
Net cash flow from operating activities
-145 731
Cash flow from investing activities
Purchase of equipment and intangibles
12
-31 940
-53 103
Interest received
Net cash flow from investing activities
-31 675
-51 378
Cash flow from financing activities
Repayment of lease liabilities
22
-836
-430
Dividende paid
-22 173
-44 345
Interest paid
-289
-753
Cash flow from financing activities
-23 298
-45 528
Net change in cash and cash equivalents
-41 292
-242 638
Cash and cash equivalents beginning period
Cash and cash equivalents end period
17
25
Notes to the Financial Statement
Note 1 Corporate information
registered office at Øs tensjøveien 27, Osl o , Norway . Vistin Pharma's shares are listed on Oslo Børs in
Norway under the ticker VISTIN. The Company was incorporated on 6 March 2015.
The consolidated financial statements of Vistin Pharma for the year ended 31 December 2021 were
approved for release by the Board of Directors on 26 April 2022.
26
Note 2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
The consolidated financial statements and directors’ report are prepared in English only.
2.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRS) as approved by the European Union, and are mandatory for fiscal years
beginning on or after 1 January 2020, their interpretations adopted by the International Accounting
Standards Board (IASB) and Norwegian disclosure requirements listed in the Norwegian Accounting
Act. Furthermore, the consolidated financial statements have been prepared on a historical cost basis,
except for derivative financial instruments that have been measured at fair value. Any change in the
fair value of these instruments is recognized in the statement of profit or loss as a finance income or
cost.
The functional currency of Vistin Pharma ASA is the Norwegian krone (NOK), and the Group's
presentation currency is NOK. All values are rounded to the nearest thousand (NOK 000), except
when otherwise indicated.
2.2 Basis for consolidation
The Group's consolidated financial statements comprise Vistin Pharma ASA, and entities in which
Vistin Pharma ASA has a controlling interest. The company controls an entity when it is exposed to, or
has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Non-controlling interest are included in the Group’s equity.
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, which is measured at acquisition date fair
value, and the amount of any non-controlling interest in the acquire. Companies which have been
bought or sold during the year are included in the consolidated financial statements from the date
when control is achieved and until the date when control ceases. Acquisition-related costs are
expensed as incurred and included in operating expenses.
When the Group acquires a business, it assesses the identifiable assets acquired and liabilities
assumed for appropriate classification and designation in accordance with the contractual terms,
economic circumstances and relevant conditions as at the acquisition date.
The acquirer’s identifiable assets, liabilities and contingent liabilities that meet the conditions for
recognition are recognized at their fair values at the acquisition date, except for non-current assets that
are classified as held for sale and recognized at fair value less cost to sell, and deferred tax assets
and liabilities which are recognized at nominal value.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration which is
deemed to be an asset or liability will be recognized in the income statement as financial income or
expense. If the contingent consideration is classified as equity, it will not be remeasured, and
subsequent settlement will be accounted for within equity.
27
Note 2 Summary of significant accounting policies (continued)
If the business combination is achieved in stages, the fair value of the Group’s previously held equity
interest in the acquire is remeasured to fair value at the acquisition date through the income statement.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction. The consideration is recognized at fair value and the difference between the
consideration and the carrying amount of the asset is recognized at the equity attributable to the
parent.
In cases where changes in the ownership interest of a subsidiary lead to loss of control, the
consideration is measured at fair value. Assets and liabilities of the subsidiary and non-controlling
interest at their carrying amounts are derecognized at the date when the control is lost. Differences
between the consideration and the carrying amount of the asset are recognized as a gain or loss in
profit or loss. Investments retained, if any, are recognized at fair value, and surplus or deficits, if any,
are recognized in profit and loss as a part of gain/loss on subsidiary disposal. Amounts included in
other comprehensive income are recognized in profit or loss or directly as equity.
2.3 Segment reporting
Historically, Vistin Pharma had organized its activities in two operating units; Pharmaceuticals and
Energy Trading. However, since all oil derivative contracts in the Energy Trading segment was closed
on 30 March 2020, and all the activities in the business segment has ceased, the segment reporting in
this annual report is only meant for giving comparable numbers for previous year (2020). Going
forward there will only be one operating unit; Pharmaceuticals, and from 2022 and onwards there will
be no segment report in the company’s financial reporting. The internal reporting provided to the Board
of Directors of Vistin Pharma, which is the company's chief operating decision maker, is in accordance
with this structure. Segment performance is evaluated based on profit or loss and is measured
consistently with profit or loss in the consolidated financial statements. However, the Group’s financing
(including finance costs, finance income and other income) and income taxes are managed on a
Group basis and are not allocated to operating segments.
2.4 Revenue recognition
In general Revenue is measured at the fair value of the consideration received, and represents the
amount received for goods supplied, an if applicable stated net of discounts, returns and value added
taxes. The Group recognizes revenue when the amount of revenue can be reliably measured; when it
is probable that future economic benefits will flow to the entity; and when specific criteria have been
met, as described below.
Revenue from contract with customers
The company apply IFRS 15 in its accounting for contracts with customers.
The company produce and sell metformin API, the principal ingredient in Diabetes drugs. The product
is sold in bulk for further processing into consumer grade products. The company produce to inventory
and the product is then subsequently sold to the customer based on individual orders for the product.
Metformin API is a commodity which can be readily sourced world-wide from different producers,
however, with different quality and the reliability in supply.
Vistin has a number of customers, but the material part of its production is sold to a limited number of
customers (note 4). These customers indicate their needed volume on a rolling forecast basis and
Vistin allocate its planned production accordingly. However, a binding performance obligation only
arise when an actual order is placed and accepted. The typical purchasing pattern is several smaller
orders throughout the year and normally the binding order length is supply over the next 3-6 months.
28
Note 2 Summary of significant accounting policies (continued)
Metformin API is a commodity widely produced and sold around the world and the price is determined
based on overall worldwide supply and demand, product quality and security of supply. The company
typically negotiate price annually with each of its main customers, and order by order with smaller
customers. The selling price is mainly in EUR and reflects the current market price. Volume discounts,
bonus incentives or other variable price elements are not applied. The purchase conditions are
normally net 30 days and the company does not consider any financing elements to the transaction.
The company consider each individual delivery based on individual purchasing orders as delivered
when the order is shipped from its warehouse. The company used widely accepted incoterms for its
delivery and recognize the sale in accordance with the individual sales term, normally when the
metformin has been shipped from the warehouse, or when the metformin is loaded on-board in
departing ships at port.
The company does not consider having any contract assets or liabilities in relation to its customer
contracts. Metformin API is produced for inventory, delivered from inventory to the customer, and
invoiced when shipped. All balance sheet items related to normal short-term sales cycles.
Government grants
Government grants, including SkatteFunn, are recognized when it is reasonably certain that the grant
will be received and all conditions have been complied with. When the grant relates to actual expenses
incurred, it is normally recognized as income over the period necessary to match the grant on
a systematic basis to the cost that is intended to compensate. Grants are generally recognized in
Other Income in the consolidated statement for profit and loss.
2.5 Foreign currency translation
Transactions in foreign currencies are initially recorded in the functional currency (NOK) of the entity
by applying the rate of exchange as of the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated into the functional currency at the rate of exchange at
the balance sheet date. Foreign exchange gain or losses resulting from the settlement of such
transactions, as well as unrealized gain or losses on monetary assets and liabilities, are recognized as
financial income/cost in the consolidated statement of profit and loss.
2.6 Balance sheet classification
The Group presents assets and liabilities in consolidated statement of financial position on
current/non-current classification. An asset is current when it is expected to be realized or intended to
sold or consumed in normal operating cycle, held primarily for the purpose of trading, expected to be
realized within twelve months after the reporting period, or cash or cash equivalent unless restricted
from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current. A liability is current when it is expected to settle in
normal operating cycle, it is held for primarily for the purpose of trading, it is due to be settled within
twelve months after the reporting period, or there is no unconditional right to defer the settlement of the
liability for at least twelve months after the reporting period.
2.7 Property, plant and equipment
Land, buildings and fixtures comprise mainly of the metformin production facility in Kragerø.
The production facility is used in production of pharmaceutical products sold by Vistin Pharma AS.
Other equipment is mainly made up of machines used in production, as well as office related
equipment and vehicles.
29
Note 2 Summary of significant accounting policies (continued)
Property, plant and equipment is stated at historical cost, less depreciation and/or impairment losses,
if any. Such cost includes expenditures that are directly attributable to the acquisition of the items.
Costs accrued for major replacements and upgrades to equipment are added to cost if it is probable
that the costs will generate future economic benefits and if the costs can be reliably measured, and
assets replaced are retired.
Expenditures for maintenance, repairs and periodic maintenance applicable to production facilities and
production equipment are capitalized in accordance with IAS 16. Expenditures that regularly occur at
shorter intervals are expensed as incurred.
Land is not depreciated. Depreciation on other assets is calculated on a straight-line method to
allocate their cost to their residual values over their estimated useful lives as follows:
Buildings and fixtures: 20 - 25 years
Other equipment: 3 - 10 years
The residual values, useful lives and methods of depreciation of production and lab equipment and
other equipment are reviewed at each financial year end and adjusted, if appropriate.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's
carrying amount is greater than its estimated recoverable amount. The recoverable amount is the
higher of an asset's net sales value and its value in use.
An item of equipment and any significant part initially recognized is derecognized upon disposal or
when no future economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the income statement when the asset is derecognized.
2.8 Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-
in-first-out (FIFO) method. The cost of finished goods comprises materials, direct labor, other direct.
Costs and related production overheads (based on normal operating capacity). Net realizable value is
the estimated selling price in the ordinary course of business, less variable selling expenses.
2.9 Financial assets
IFRS 9 contains three principal classification categories for financial assets; measured at amortized
cost, fair value through Other Comprehensive Income and fair value through profit or loss.
The classification of financial assets of the Group at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them. With the
exception of trade receivables that do not contain a significant financing component, the Group initially
measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs.
Financial assets at amortized cost
30
Note 2 Summary of significant accounting policies (continued)
The Group measures financial assets at amortized cost if both of the following conditions are met:
o the financial asset is held within a business model with the objective to hold financial assets in
order to collect contractual cash flows, and
o the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding
Financial assets at amortized cost are subsequently measured using the effective interest (EIR)
method and are subject to impairment. Gains and losses are recognized in profit or loss when the
asset is derecognized, modified or impaired.
The Group’s financial assets at amortized cost includes trade receivables and other short-term
deposit. Accounts receivable that do not contain a significant financing component are measured at
the transaction price determined under IFRS 15 Revenue from contracts with customers (see further
information on trade receivables below).
Financial assets at fair value through OCI
The Group measures debt instruments at fair value through OCI if both of the following conditions are
met:
o the financial asset is held within a business model with the objective of both holding to collect
contractual cash flows and selling, and
o the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and
impairment losses or reversals are recognized in the statement of profit or loss and computed in the
same manner as for financial assets measured at amortized cost. The remaining fair value changes
are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is
recycled to profit or loss.
Financial assets at fair value through profit
Financial assets at fair value through profit or loss include financial assets held for trading, financial
assets designated upon initial recognition at fair value through profit or loss, or financial assets
mandatorily required to be measured at fair value. Financial assets are classified as held for trading if
they are acquired for the purpose of selling or repurchasing in the near term. Derivatives are also
classified as held for trading unless they are designated as effective hedging instruments. Financial
assets with cash flows that are not solely payments of principal and interest are classified and
measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the
criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as
described above, debt instruments may be designated at fair value through profit or loss on initial
recognition if doing so eliminates, or significantly reduces, an accounting mismatch.
Financial assets at fair value through profit or loss are carried in the statement of financial position at
fair value with net changes in fair value recognized in the statement of profit or loss.
Cash and cash equivalents
Cash and cash equivalents include cash at banks and on hand and other short-term highly liquid
investments with original maturities of three months or less. In the consolidated balance sheet, any
bank overdrafts are shown within borrowings in current liabilities.
31
Note 2 Summary of significant accounting policies (continued)
Trade receivables and other receivables
Trade and other receivables are classified at amortized cost and recognized at the original invoiced
amount less an allowance for doubtful receivables. The Group applies a simplified approach to provide
for lifetime Expected Credit Losses (ECL) in accordance with IFRS 9. The invoiced amount is
considered to be approximately equal to the value which would be derived under the amortized cost
method.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is primarily derecognized (i.e., removed from the Group’s consolidated statement of financial
position) when:
o the rights to receive cash flows from the asset have expired, or
o the Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under
a ‘pass-through’ arrangement; and either
a. the Group has transferred substantially all the risks and rewards of the asset, or
b. the Group has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset.
Impairment of financial assets
The Group recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held
at fair value through profit or loss. ECLs are based on the difference between the contractual cash
flows due in accordance with the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate. The loss is recognized in the
consolidated income statement.
2.10 Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit
or loss, loans and borrowings, or payables, as appropriate. All financial liabilities are recognized
initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs. The Group’s financial liabilities principally include trade and other payables, loans
and borrowings including bank overdrafts.
Trade and other payables
Trade payables are recognized at the original invoiced amount. Other payables are recognized initially
at fair value. Trade and other payables are valued at amortized cost using the effective interest rate
method. The interest rate element is disregarded if it is insignificant, which is the case for the majority
of the group's trade payables.
Interest bearing liabilities
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are
subsequently carried at amortized cost using the effective interest rate (EIR) method. Gains and
losses are recognized in profit and loss when the liabilities are derecognized as well as through the
EIR amortization process. Amortized cost is calculated by taking into account any discount or premium
and costs that are an integral part of the EIR method. The EIR amortization is included as finance
costs in the consolidated statement of profit and loss.
32
Note 2 Summary of significant accounting policies (continued)
2.11 Financial derivatives
The Group may use forward currency contracts to hedge its foreign currency risks. Such derivative
financial instruments are initially recognized at fair value on the date on which a derivative contract is
entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets
when the fair value is positive and as financial liabilities when the fair value is negative. Any change in
the fair value of these instruments is recognized in the statement of profit or loss as a finance income
or cost.
2.12 Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds.
2.13 Current and deferred income tax
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted by the balance sheet date.
Deferred income tax
Deferred income tax is provided using the liability method on temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
Deferred income tax liabilities are recognized for all taxable temporary differences except where the
deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
A deferred tax asset is recognized to the extent that is probable that future taxable profit will be
available against for which unused tax losses and unused tax credits can be utilized. A deferred tax
assets arising from unused tax losses or tax credit are only recognized to the extent that the entity has
sufficient taxable temporary differences or there is convincing other evidence supporting the utilization
of the tax losses and tax credits. The carrying amount of deferred tax asset is reviewed at the end of
each reporting period. Unrecognized deferred tax assets are reassessed at each balance sheet date
and are recognized to the extent that it has become probable that future taxable profit will allow the
deferred tax asset to be recovered.
Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right
exists to set off current tax assets against current income tax liabilities and the deferred income taxes
relate to the same taxable entity or taxation authority.
2.14 Employee benefits
The Group has a mandatory defined contribution plan for all employees. In addition, the Group has an
unfunded defined benefit plan for the CEO.
A defined contribution plan is a pension plan under which the Group pays fixed contributions to
pension insurance plans. The Group has no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all employees the benefit relating to
employee service in the current and prior periods.
33
Note 2 Summary of significant accounting policies (continued)
The contributions are recognized as employee benefit expense when they are due. Prepaid
contributions are recognized as an asset to the extent that a cash refund or reduction in future
payments is available.
Defined benefit plans typically defines an amount of pension benefit that an employee will receive on
retirement, usually dependent on one or more factors such as age, years of service and
compensation. The liability recognized in the balance sheet in respect of defined benefit pension plans
is the present value of the defined benefit obligation at the end of the reporting period less the fair
value of plan assets. As the Group operates an unfunded defined benefit plan, they have no plan
assets. The pension obligation is funded through the Group's operations and changes is incorporated
into the P&L.
The defined benefit obligation is calculated annually by an independent actuary using the projected
unit credit method.
The current service cost of the defined benefit plan, recognized in the income statement in employee
benefit expense, reflects the increase in the defined benefit obligation resulting from employee service
in the current year, benefit changes and curtailments and settlements. Past-service costs are
recognized immediately in income.
The interest cost is calculated by applying the discount rate to the balance of the defined benefit
obligation. This cost is included in employee benefit expense in the income statement.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions
are charged or credited to other comprehensive income in the period in which they arise.
2.15 Share-based compensation
There were no shared-based compensation plans in 2021.
2.16 Provisions
General
Provisions are recognized when the Group has a present legal or constructive obligation as a result of
past events, it is more likely than not that an outflow of resources will be required to settle the
obligation and the amount can be reliably estimated. Provisions are measured at the present value of
the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects
current market assessments of the time value of the money and the risks specific to the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognized as a finance cost.
2.17 IFRS 16 Leases
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payment that are based on an index or a rate
• amounts expected to be payable by the lessee under any residual value guarantees
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that
option.
34
Note 2 Summary of significant accounting policies (continued)
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
determined, the Group’s incremental borrowing rate is used, being the rate that the Group would have
to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic
environment with similar terms and conditions.
In the cash flow statement, the part of lease payments that relates to repayment of the lease liability is
reclassified from cash flows from operations to cash flows from financing.
2.18 Events after the balance sheet date
New information on the company’s positions at the balance sheet date is taken into account in the
annual financial statements. Events after the balance sheet date that do not affect the company's
position at the balance sheet date, but which will affect the company's position in the future, are stated
if significant. Please refer to the note: Events after the report.
New standards, interpretations, and disclosures
There are no new standards not yet taken into use that is expected to materially impact the financial
statements for Vistin Pharma ASA.
Note 3 Critical accounting estimates and judgements in terms
of accounting policies
The preparation of the Group's consolidated financial statements in conformity with IFRS requires the
use of certain critical accounting estimates and assumptions that affect the reported amounts of
revenue, expenses, assets and liabilities, and the accompanying disclosures, and the disclosures of
contingent liabilities. It also requires management to exercise its judgement in the process of applying
the Group's accounting policies. Uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in
future periods. Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances.
In the process of applying the Group's accounting policies, management has made the following
judgements, which have the most significant effect on the amounts recognized in the financial
statements:
Inventories
Inventories include finished goods and work-in-progress produced by the company. The cost of
finished goods comprises materials, direct labor, other direct costs and related production overheads.
The allocation of labor costs and other direct and indirect production costs are estimated based on a
standard cost model assuming normal operating capacity and production volumes, and any changes in
these assumptions could result in adjustments to the carrying amount of inventories.
Pension
The Group operates an unfunded defined benefit early retirement plan for the CEO. The plan is a
pension plan, which provides benefits in the form of a certain level of pension payable from the age of
62. The pension plan is funded through the Group's operations, which means that the Group meets
the benefit payment obligation as it falls due. Additional information including the calculations and
assumptions for the obligation is provided in Note 7.
35
Deferred tax asset
The Group is experiencing a strong demand for its Metformin product and is doubling its production
capacity to meet demand from both existing and potential new customers. Driven by the expected
market growth and the financial forecasts for the Group, the deferred tax asset at 31 December 2021
is expected to be fully utilized, and thus the full amount has been included as carrying value in the
balance sheet at year-end.
Covid-19
The demand in the market for metformin is still high and is not affected by the corona epidemic. The
Covid-19 situation has also been an «eye opener» to both authorities and the industry leaders to focus
on lower risk supply chains and «short travelled medicines». Based on this the pandemic has not
affected the company’s future financial estimates and other judgements regarding the future.
The Group experienced a 10-day unplanned production stop in Q3, due to lack of raw materials. Vistin
has taken actions to secure future supply and delivery performance of raw materials from Asia and has
during Q4’21 built significant safety stocks of critical raw materials. The predictability in freight lead
time from Asia to Europe has slightly improved in Q4’21.
Climate-related matters
Vistin consider the short to medium term climate impact on the company’s financials to be rather
limited. The production plant at Fikkjebakke is highly automated and following local strict policies in
relation of emissions and local environmental impact. The company also have several project’s
ongoing that will reduce the climate footprint in the future. For the energy transition to renewable
energy the company has taken actions and purchase electricity based on renewable sources.
For the long-term the risk is more uncertain. However, Vistin believe it is well prepared for adopting to
a future with lower emissions, reduced climate footprint and other environmental changes. Metformin
is expected to maintain its position as the Gold Standard treatment for T2D in the foreseeable future.
The risk of more unpredictable weather phenomena is not expected to have any significant impact on
Vistin’s supply chain and production facility.
36
Note 4 Segment Information
The Energy Trading business was decided to close down in 2019 and all positions was sold in Q1
2021. Segment information in relation to Energy Business only for comparison purposes for 2021 vs
2020. Going forward there will be only one operating segment.
Total revenue and other income
(NOK 000's)
2021
2020
Pharmaceuticals
278 624
253 906
Total revenue and other income
278 624
253 906
EBITDA
(NOK 000's)
2021
2020
Pharmaceuticals
48 556
58 189
Energy Trading
-
-190
HQ & other
-4 697
-2 822
EBITDA
43 859
55 178
EBT
(NOK 000's)
2021
2020
Pharmaceuticals
36 430
41 540
Energy Trading
-
-161 953
HQ & other
-4 435
-3 859
EBT
31 995
-124 272
Operating assets
(NOK 000's)
2021
2020
Pharmaceuticals
267 521
207 449
Energy Trading*
-
-
HQ & Other
37 767
79 338
Total operating assets
305 288
286 787
Operating liabilities
(NOK 000's)
2021
2020
Pharmaceuticals
55 739
32 028
Energy Trading
-
-
HQ & Other
1 639
17 236
Total operating liabilities
57 378
49 264
Reconciliation of assets
(NOK 000's)
2021
2020
Segment operating assets
305 288
286 787
Deferred tax assets
27 858
35 126
Total operating assets
333 147
321 915
Reconciliation of liabilities
(NOK 000's)
2021
2020
Segment operating liabilities
57 378
49 509
Tax payable
-
-
Total operating liabilities
57 378
49 509
37
Note 4 Segment Information (continued)
Geographic information
(NOK 000's)
2021
2020
Revenue from contracts with customers:
Africa
57 932
61 656
Europe
170 401
138 355
Asia
23 735
19 732
North and South America
23 744
33 417
Total revenue from contracts with customers
275 812
253 159
The information above is based on the location of the customers.
The Group has four customers with sales that amount to 10% or more of the Group's revenue, the
customers are typically large global pharmaceutical corporations:
(NOK 000's)
2021
2020
Customer A
123 460
86 000
Customer B
57 932
59 000
Customer C
41 500
32 500
Customer D
17 250
15 700
Non-current operating assets:
(NOK 000's)
2021
2020
Norway
167 457
145 261
Non-current operating assets
167 457
145 261
See also note 2.4 for general revenue accounting principles.
Note 5 Other income
(NOK 000's)
2021
2020
Other income
2 811
747
Total
2 811
747
Other income for 2021 relates to government grants (MNOK 1) and principally to sundry services
rendered to customers. For 2020 other income only relates to the latter.
38
Note 6 Payroll expenses
(NOK 000's)
2021
2020
Salaries
53 179
51 492
Payroll tax
8 468
8 162
Pension costs - defined contribution plans
4 225
3 987
Pension costs - defined benefit plan
278
375
Other payroll costs incl. bonuses
7 278
8 482
Total payroll and payroll related costs
73 426
72 499
Average number of FTE's
68
67
*FTE: Full-time equivalent
Vistin Pharma AS are required to have an occupational pension plan ("tjenestepensjon"), and the
Group has a plan that meets the Norwegian requirements for mandatory occupational pension
("obligatorisk tjenestepensjon"). The Group also has a defined benefit plan for the CEO of Vistin
Pharma. Further information on the pension costs related to the defined benefit plan can be found in
Note 7.
Note 7 Post-employment benefits
The Group operates an unfunded defined benefit early retirement plan for the CEO. The plan is a
pension plan, which provides benefits in the form of a certain level of pension payable from the age of
62. The pension plan is funded through the Group's operations, which means that the Group meets
the benefit payment obligation as it falls due. Additional disclosure is provided in Note 24.
The amounts recognized in the balance sheet are determined as follows:
(NOK 000's)
2021
2020
Fair value of plan assets
-
-
Present value of unfunded obligations
15 831
16 330
Liability in the balance sheet (including local tax)
15 831
16 330
The movement in the defined benefit liability over the year is as follows:
(NOK 000's)
2021
2020
At 1 January*
16 330
16 309
Current service cost
-
-
Local tax
34
48
Interest expense/(income)
243
328
16 607
16 685
Remeasurements:
(Gain)/Loss from changes
-776
-355
-776
-355
At 31 December
15 831
16 330
Net expense recognized in the Income Statement
277
376
39
Note 7 Post-employment benefits (continued)
The significant actuarial assumptions were as follows:
31.12.2021
31.12.2020
Discount rate
1,90 %
1,70 %
Inflation
1,75 %
1,50 %
Salary growth rate
2,75 %
2,25 %
Pension growth rate
2,50 %
2,00 %
Nordea has issued a guarantee of NOK 14.2 million to cover future pension payments under the
defined befit plan for the CEO. The guarantee is covered by a pledge over the fixed assets of the
Group.
Note 8 Other operating expenses
(NOK 000's)
2021
2020
Production costs
47 838
36 928
Sales & marketing costs
4 496
4 402
General & admin. expenses
12 907
11 610
Other operating expenses
65 241
52 940
Remuneration to the Auditors
(NOK 000's)
2021
2020
Statutory audit
435
392
Tax advisory services
79
163
Total remuneration to auditors
514
555
All fees are exclusive of VAT.
Note 9 Financial items
(NOK 000's)
2021
2020
Interest income from bank deposits, money-market funds etc.
265
1 721
Other financial income
56
37
Profit on derivative financial instruments
-
-
Net foreign exchange gain
5 746
12 308
Total finance income
6 067
14 066
Interest expenses
289
753
Interest expenses leasing
68
67
Other financial expenses
91
127
Losses on derivative financial instruments
-
146 800
Net foreign exchange loss
6 874
36 146
Total finance costs
7 322
183 893
Net finance
-1 255
-169 827
40
Note 9 Financial items (continued)
The finance loss in 2020 was related to closing of the oil derivatives contracts in March 2021. The
derivative contracts were settled in April and the total 2020 financial loss of closing the positions was
approximately MNOK 184.
41
Note 10 Tax
Income tax calculation:
(NOK 000's)
2021
2020
Profit/(loss) before tax from continuing operations
31 995
-124 272
Profit/(loss) before taxes
31 995
-124 272
Permanent differences
408
102
Permanent differences recognised to equity
-
-
Changes in temporary differences
-342
-5 091
Basis for income tax
32 061
-129 261
Income tax payable
-
-
Tax effect of change in net deferred income tax liability/asset
-7 269
27 395
Income tax expense
-7 269
27 395
Income tax expense reported in the statement of comprehensive income
7 129
-27 317
Income tax attributable to estimate deviation
171
-77
7 300
-27 395
Reconciliation of income tax
(NOK 000's)
2021
2020
Profit before tax
31 995
-124 272
Tax assessed at the expected tax rate (22%)
7 039
-27 340
Tax effect permanent differences, profit & loss
90
22
Prior year adjustments
-
-
Income tax
7 129
-27 317
Recognised deferred tax assets & liabilities
(NOK 000's)
2021
2020
Fixed assets
16 482
15 550
Current assets
287
2 700
Pension liabilities
-15 830
-16 328
Derivatives
1 231
44
Non-deductible interest expense carried forward
-
-
Tax losses carried forward (1)
-129 999
-162 061
Other (2)
1 202
425
Net income tax reduction/increase
-126 628
-159 671
Net deferred tax asset/-liability
27 858
35 128
Tax rate applied
22 %
22 %
42
Note 10 Tax (continued)
The Group is experiencing a strong demand for its Metformin product and is doubling its production
capacity to meet demand from both existing and potential new customers. Driven by the expected
market growth and the financial forecasts for the Group, the deferred tax asset at 31 December 2021
is expected to be fully utilized, and thus the full amount has been included as carrying value in the
balance sheet at year-end.
(1) Related to realized loss for closing the oil derivative contracts in Vistin Trading.
(2) Other items mainly relate to pension costs recognized directly through equity.
Note 11 Earnings per share
Basic earnings per share (EPS) are calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares in issue during the year.
The following reflects the income and share data used in the basic EPS computations:
2021
2020
Profit attributable to owners of the parent
24 867
-96 955
Total
24 867
-96 955
Weighted average number of ordinary shares (in thousands)
44 345
44 345
Basic earnings per share (NOK)
0.56
-2.19
Basic earnings per share from continuing operations (NOK)
0.56
-2.19
Note 12 Property, plant and equipment and right-of-use assets
Construction in progress mainly represents the costs incurred on a new production line. A pre-project
incl. detailed engineering was done in 2018, and then the project was put on hold. In April 2020 the
board of directors decided to move forward with the investment to build a second parallel production
line to approximately double the production capacity. Total investment is expected to be around MNOK
100 and to be completed by Q2 2022.
43
Note 12 Property, plant and equipment and right-of-use assets (continued)
Property &
plants
Constructions
in progress
Machines &
equipment
etc.
Right of use
assets
Total
(NOK 000's)
Cost
At 1 January 2020
27 277
19 523
72 268
3 853
122 921
Additions
259
37 033
15 144
666
53 102
Reclassified
-179
-179
At 31 December 2020
27 536
56 556
87 233
4 519
175 844
Additions
1 164
26 464
4 312
827
32 767
At 31 December 2021
28 700
83 020
91 545
5 346
208 611
Depreciation and
impairment
At 1 January 2020
-5 552
-15 568
-21 120
Depreciation charge for the
year
-1 111
-8 353
-9 464
At 31 December 2020
-6 663
-
-23 921
-
-30 585
Depreciation charge for the
year
-1 492
-8 049
-1 068
-10 609
Reclassified depreciations
2 663
-2 663
-
At 31 December 2021
-8 155
-
-29 307
-3 731
-41 194
Net book value
At 31 December 2021
20 545
83 020
62 238
1 615
167 457
At 31 December 2020
20 873
56 556
63 312
4 519
145 261
Useful life
20-25 years
3-10 years
3 years
Note 13 Financial assets and liabilities
Set out below is a comparison by class of carrying amounts and fair values of all financial instruments
that are carried in the financial statements.
The financial assets principally consist of trade receivables and cash and cash equivalents obtained
through the operating business. The financial liabilities principally consist of trade and other payables
arising directly from its operations. The fair value of the financial assets and liabilities are included at
the amount at which the instrument could be exchanged in a current transaction between willing
parties.
The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
44
Note 13 Financial assets and liabilities (continued)
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value
are observable, either directly or indirectly
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not
based on observable market data"
31 December 2021:
Fair
value
level
Fair value
through
profit and
loss
Loans and
receivables
at
amortized
cost
Other
financial
liabilities at
amortized
cost
Total book
value
Fair value
(NOK 000's)
Financial assets
Trade receivables
3
-
40 245
-
40 245
40 245
Other receivables
3
-
18 933
-
18 933
18 933
Cash at bank
3
-
35 746
-
35 746
35 746
Total
-
94 925
-
94 925
94 925
Financial liabilities
Trade payables
3
-
20 808
20 808
20 808
Other payables
3
-
20 227
20 227
20 227
Total
-
41 035
41 035
41 035
31 December 2020:
Fair
value
level
Fair value
through
profit and
loss
Loans and
receivables
at
amortized
cost
Other
financial
liabilities at
amortized
cost
Total book
value
Fair value
(NOK 000's)
Financial assets
Trade receivables
3
-
30 400
-
30 400
30 400
Other receivables
3
-
2 302
-
2 302
2 302
Cash at bank
3
-
34 852
-
34 852
34 852
Money-market funds
2
42 184
-
-
42 184
42 184
Total
42 184
67 554
-
109 738
109 738
Financial liabilities
Trade payables
3
-
17 893
17 893
17 893
Other payables
3
-
14 311
14 311
14 311
Total
-
32 204
32 204
32 204
For trade receivables, accounts payable and other short-term items, fair values are equal to carrying
values due to their short-term nature.
45
Note 14 Financial risk management
The Group is exposed to a variety of financial risks, principally credit, currency, price and liquidity risks,
which are summarized below. The Group's senior management oversees the management of these
risks, which is being reviewed by the Board of Directors on a regular basis.
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under related to a customer
contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities
(primarily trade receivables) and from its investing and financing activities, principally deposits with
banks.
Customer credit risk
Customer credit risk is managed by the subsidiary Vistin Pharma AS, which is responsible for the
pharmaceutical business, subject to established policy, procedures and control relating to customer
credit risk management. Credit quality of a customer is assessed on an individual basis, and
outstanding trade receivables are regularly monitored. Sales to customers with an unacceptable credit
risk are covered by letter of credits, and all sales are settled in cash. For trade receivables the Group
applies a simplified approach to provide for expected credit losses as prescribed by IFRS 9. There are
no provisions for losses on trade receivables as of 31 December 2021, and there are no historic losses
of significance. The risk of counterparties not meeting their contractual obligations will normally be
related to the quality of the goods supplied.
Year ended 31.12
2021
2020
Trade receivables (NOK 000's)
40 245
30 400
Number of customers
13
12
Top 5 customers as a % of total trade receivables
84 %
90 %
Financial credit risk
Cash deposits and money market funds are principally with Nordea.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign currency rates. The Group's exposure to the risk of changes in
foreign exchange rates relates primarily the Group's pharmaceutical business (when revenue or
expense is denominated in a different currency from the Group's presentation currency), and the
Group's foreign currency denominated cash deposits.
The Group's sales and raw material purchases are mainly denominated in EUR and USD respectively.
The Group monitors its foreign currency exposure, both related to outstanding financial assets and
liabilities and to future foreign currency denominated operating cash flow, on an ongoing basis. The
Group utilizes foreign currency denominated bank accounts to match sales and purchases in the same
currency, and thus providing a natural hedge. The Group may enter currency hedging contracts to
reduce the foreign exchange risk.
46
Note 14 Financial risk management (continued)
Year ended 31.12
2021
2020
(Currency 000's)
EUR
USD
EUR
USD
Trade Receivables
3 567
523
2 348
669
Bank accounts
1 384
-312
35
47
Trade Payables
-205
-63
-312
-84
Other payables
-
-
-
-
Net assets in EUR / USD
4 746
148
2 071
632
Currency rates 31.12
9,99
8,82
10,50
8,54
Net assets/liabilities in NOK
47 413
1 305
21 749
5 393
Assuming the foreign currency to be reduced/increased by 5%:
Foreign currency
(reduction)/increase
-5 %
-5 %
-5 %
5 %
Foreign currency rate
9,49
8,38
9,98
8,97
Net assets in NOK
45 042
1 240
20 661
5 663
Potential gain/(loss) NOK
-2 371
-65
-1 087
270
Liquidity risk
Liquidity risk is the potential loss arising from the Group's inability to meet its contractual obligations
when due. The Group monitors its risk to a shortage of funds using rolling monthly cash flow forecasts.
The Group had cash and cash equivalents of MNOK 36 at 31 December 2021 (2020: MNOK 77).
Based on the current cash position, the Group assesses the liquidity risk to be low.
Year ended 31.12.2021
(NOK 000's)
Less than
3 months
3 - 12
months
1 - 5 years
> 5 years
Total
Trade Payables
20 808
-
-
-
20 808
Other Payables
20 227
-
-
20 227
Total
41 035
-
-
-
41 035
Year ended 31.12.2020
(NOK 000's)
Less than
3 months
3 - 12
months
1 - 5 years
> 5 years
Total
Trade Payables
17 893
-
-
-
23 612
Other Payables
14 311
-
-
14 214
Total
32 204
-
-
-
32 204
Capital Management
For the purpose of the Group’s capital management, capital includes issued capital, share premium
and all other equity reserves attributable to the equity holders of the parent. The primary objective of
the Group’s capital management is to maximize the shareholder value.
Today, and in previous years, the Group is and has been solely finance with internal cash reserves. It
has been the Boards’ strategy to maintain a strong balance sheet in a period with volatile external
circumstances (Covid19) and a strong growth for the company.
47
Note 14 Financial risk management (continued)
To finalize the MEP investment and to support the significant volume ramp-up, which will require
significant working capital, the Group has secured a credit facility with Nordea for 2022.
The Group manages its capital structure and makes adjustments in light of changes in the financial
performance and development of the Group. To maintain or adjust the capital structure, the Group
may adjust the dividend payment to shareholders, return capital to shareholders, sell assets or issue
new shares.
Note 15 Inventories
(NOK 000's)
2021
2020
Raw materials in transit (incl inventory at 3rd party warehouse)
10 778
9 934
Raw materials
24 188
4 266
Produced finished goods (incl. WIP)
8 299
17 588
Provision for obsolescence
-358
-
Total inventories
42 907
31 788
Cost of materials
96 097
73 288
Cost of material included in the statement of comprehensive income consists of purchase of raw
materials for production, purchase of finished goods for sale, net movements in inventory, and any
inventory write-offs or adjustments.
Note 16 Trade receivables and other receivables
Trade receivables
(NOK 000's)
2021
2020
Trade receivables
40 245
30 400
Trade receivables (net)
40 245
30 400
Trade receivables are non-interest bearing and are generally on terms of 30 to 60
days.
As at 31 December, the ageing analysis of trade receivables is, as follows
Aging
Past due not impaired
(NOK 000's)
Total
Current
< 30 days
30-60 days
60- 90 days
> 90 days
2021
40 245
32 149
5 536
2 560
0
0
2020
30 400
29 995
360
45
0
0
See Note 14 on credit risk of trade receivables, which explains how the Group manages credit risk.
48
Note 16 Trade receivables and other receivables (continued)
Other receivables
(NOK 000's)
2021
2020
VAT receivable
-
-
Prepayments
16 087
848
Other
2 846
1 454
Total other receivables
18 933
2 302
Prepayments is mainly prepaid raw materials at sea
Note 17 Cash and cash equivalents
(NOK 000's)
2021
2020
Cash at banks
35 746
34 852
Money market funds
42 184
Cash and cash equivalents
35 746
77 036
Cash at banks earns interest at floating rates based on daily bank deposit rates.
49
Note 18 Issued shares and share capital
The Company's registered share capital is NOK 44,344,592 divided into 44,344,592 shares. The share
capital is fully paid. All shares have the same rights.
Number of
shares
Share capital
(thousands)
(NOK 000's)
At 1 January 2020
44 345
44 345
At 31 December 2020
44 345
44 345
At 1 January 2021
44 345
44 345
At 31 December 2021
44 345
44 345
Each share has a par value of NOK 1 per share.
20 largest shareholders as registered as of 31 December 2021:
Name
Note
Total no of
shares
Ownership
share
INTERTRADE SHIPPING AS
1
12 575 000
28,36 %
PACTUM VEKST AS
1
3 519 733
7,94 %
HOLMEN SPESIALFOND
3 250 000
7,33 %
MP PENSJON PK
1 719 848
3,88 %
TIGERSTADEN AS
850 000
1,92 %
FERNCLIFF LISTED DAI AS
1
784 280
1,77 %
AUGUST RINGVOLD AGENTUR AS
750 315
1,69 %
STORKLEIVEN AS
721 137
1,63 %
LUCELLUM AS
680 000
1,53 %
SPAREBANK 1 MARKETS AS
650 000
1,47 %
MIKLA INVEST AS
620 874
1,40 %
IVAR LØGES STIFTELSE
600 000
1,35 %
TOM RAGNAR PRESTEGÅRD STAAVIE
512 324
1,16 %
WEM INVEST AS
500 000
1,13 %
SANDEN EQUITY AS
468 947
1,06 %
CORTEX AS
465 693
1,05 %
NORDNET LIVSFORSIKRING AS
418 633
0,94 %
HENRIK MIDTTUN HAAVIE
404 985
0,91 %
DELTA AS
380 000
0,86 %
DYVI INVEST AS
355 500
0,80 %
Other shareholders
14 117 323
31,84 %
44 344 592
100,0 %
50
Note 18 Issued shares and share capital (continued)
Shares owned by the Board of Directors and management as of 31 December 2021:
Intertrade shipping AS (1)
12 575 000
Pactum Vekst AS (7)
3 519 733
Ferncliff Listed DAI AS (3)
784 280
Nordby Kjell-Erik (4)
100 000
Heggem Vegard (5)
27 360
Tolleshaug Magnus (6)
20 000
Åse Musum (2)
2 201
1. Chairman of the Board of Directors
2. Member of the Board of Directors
3. Controlled by board member Øystein Stray Spetalen
4. Chief Executive Officer
5. VP Operations
6. Chief Commercial Officer
7. CEO of Pactum Vekst AS: is a member of the Board of
Directors
Note 19 Share-based payments
As per 31 December 2021 the company have no outstanding share-based payments.
Note 20 Other payables
(NOK 000's)
2021
2020
Withholding tax
2 634
2 604
Social security taxes
1 403
1 406
Allowance for holiday pay
7 207
6 470
Accrued expenses
8 842
3 813
Other liabilities
141
18
Total other payables
20 227
14 311
Note 21 Borrowings
The Company had no interest-bearing debt as of 31 December 2021 (2020: 0), beyond its lease
liabilities. See note 22 for details regarding leasing liabilities.
Nordea has issued a guarantee of MNOK 14.2 to cover future pension payments under the defined
benefit plan for the CEO, as well as a guarantee for income tax deducted salaries of MNOK 6.5. The
guarantees are covered by a pledge of MNOK 15 in the Property (plant) located in Kragerø
municipality, net book value of the property is approx. MNOK 24.
51
Note 22 Leasing (IFRS 16) and commitments
The Group has not applied the two recognition exemptions in the standard, for low value items and
short-term leases. There are only a few leasing agreements in total (<10), and all agreements has
been incorporated into the balance sheet.
Detailed lease commitments divided by category:
Detailed Lease commitments at 31 December 2021
(NOK 000's)
Property rental
406
Cars & trucks
443
Production equipment
462
Other office equipment
78
Future minimum lease payments
1 389
Maturity profile of lease commitments (NOK 000's)
<12 months
12-24 months
24-36 months
Property rental
406
Cars & trucks
151
157
136
Production equipment
280
181
Other office equipment
40
38
Future minimum lease payments
877
376
136
Details for right of use assets and leasing liabilities:
Right of use
assets
Leasing
liabilities
Opening balance at 1 Jan 2020
2 289
2 520
Depreciation
-898
Interest expense
67
Additions
665
Write down
-201
Repayment of lease liabilities
-430
Value at year end 2020
1 855
2 157
Opening balance at 1 Jan 2021
1 855
2 157
Depreciation
-1 068
Interest expense
68
Additions
827
Write down
Repayment of lease liabilities
-836
Value at year end 2021
1 614
1 389
Of which are:
Other current lease liabilities
877
Other non-current lease liabilities
512
1 389
There are no residual guaranties or right of termination that have significant effect on any of the lease
agreements. Marginal borrowing rate to estimate leasing interest expense is approximately 5%.
52
Note 23 Board of Directors and Executive Management compensation
Board of Directors remuneration
2021
2020
(NOK 000's)
Board fees
Other***
Board fees
Other*
Øyvin A. Brøymer Chairman**
400
20
-
-
Ole Enger, Former Chairman* **
-
-
250
175
Bettina Banoun
200
20
200
-
Finn Bjørn Ruyter**
-
-
200
-
Mimi K. Berdal**
-
-
200
-
Øystein Stray Spetalen
200
-
200
-
Espen Marcussen**
200
-
-
-
Kari Krogstad**
200
-
-
-
Espen Lia Gregoriussen
200
-
125
-
Åse Musum
200
-
125
-
Total
1 640
-
1 300
150
*In 2020, the Chairman at that time received a consultancy fee of MNOK 0.15 (NOK 25k per month)
**Finn Bjørn Ruyter left the Board on 19 May 2020 (AGM) and was replaced by Espen Marcussen.
Ole Enger and Mimi K. Berdal left the Board on 24 June (EGM) 2020 and was replaced with Øyvin
A. Brøymer (new Chairman) and Kari Krogstad.
***Both Bettina Banoun and Øyvin Brøymer received NOK 20 000 in 2021 as members of the
Remuneration Committee
Executive Management remuneration
2021
(NOK 000's)
Salary
Bonus
paid
Pension
Other
Total
Kjell Erik Nordby, CEO
2 565
1 003
384
237
4 189
Alexander Karlsen, CFO
1 656
393
141
131
2 321
Hilde Merethe Hagen, VP Quality
1 414
284
141
148
1 987
Magnus Tolleshaug, CCO
1 393
230
140
140
1 903
Vegard Heggem
1 650
330
141
152
2 273
Total Executive Management
8 678
2 240
947
808
12 673
2020
(NOK 000's)
Salary
Bonus
paid
Pension
Other
Total
Kjell Erik Nordby, CEO
2 466
500
464
205
3 635
Alexander Karlsen, CFO*
1 281
-
112
313
1 706
Hilde Merethe Hagen, VP Quality
1 374
25
135
132
1 666
Magnus Tolleshaug, CCO*
1 125
-
112
111
1 348
Vegard Heggem
1 600
25
137
129
1 891
Total Executive Management
7 846
550
960
890
10 246
*Salary from March - December.
53
Note 23 Board of Directors and Executive Management compensation
(continued)
The CEO, Kjell-Erik Nordby is tied up to the Company's defined contribution plan. In addition he has
the right to retire at the age of 62 and is entitled to a salary equal to 60% of his salary at date of
retirement and until he reaches the age of 67, less any public pension entitlements. In addition, he has
the right to a certain level of pension from the age of 67. Refer to Note 7 for further details. Mr. Nordby
has a 24-month termination benefit in the case of involuntary termination of his employment.
According to the Norwegian Public Limited Companies Act section 6-16a, the Board of Directors have
prepared a statement on the establishment of wages and other remuneration for the CEO and other
senior employees.
The annual general meeting in May 2021 approved a long-term incentive plan (LTIP) where the
executive management, in total, can purchase shares for up to MNOK 6, at a 25% discount, with three
Note 24 Transactions with related parties
Related party relationships are those involving control, joint control or significant influence. Related
parties are in a position to enter into transactions with the Company that would not be undertaken
between unrelated parties. All transactions within the Group have been based on arm's length
principle.
The Group's ultimate parent is Vistin Pharma ASA. The shares of Vistin Pharma are listed on Oslo
Børs. The subsidiaries are listed in note 25. Any transactions between the parent company and the
subsidiaries are shown line by line in the separate statements of the parent company, and are
eliminated in the group financial statements
See note 23 for more information on remuneration to executive management and the board.
Note 25 Subsidiaries
The following subsidiaries are included in the consolidated financial statements:
Company
Country of
incorporation
Main
operations
Ownership
interest
2021
Voting
power
2021
Ownership
interest
2020
Voting
power
2020
Vistin Pharma
AS
Norway
Pharmacautical
products
100 %
100 %
100 %
100 %
Vistin Trading AS
Norway
Energy Trading
N/A
N/A
100 %
100 %
In 2021 Vistin Trading AS was merged into Vistin Pharma AS
The financial figures of Vistin Pharma AS and Vistin Trading AS have been included in the
consolidated financial statements of the company.
The financial figures of Vistin Pharma AS and Vistin Trading AS have been included in the
consolidated financial statements of the Group.
54
Note 26 Events after the reporting date
Vistin has not been affected by the ongoing conflict between Ukraine and Russia.
There have not been events subsequent to the closing date of 31 December 2021, that affects the
financials or the company’s operational activities.
The Board of Directors has proposed to get a power of attorney from AGM in May to pay up to NOK
0.75 per share in dividend for 2021, by end of 2022
55
Vistin Pharma ASA -
financial statements
and notes
Statement of Comprehensive Income
For the year ended 31 December
(NOK 000's)
Note
2021
2020
Other income
-
-
Total operating income
-
-
Payroll and payroll related costs
3
1 947
1 740
Other operating costs
4
2 751
1 082
Operating profit/(loss)
-4 698
-2 822
Finance income
5
1 423
3 313
Finance costs
5
4
217
Profit/(loss) before tax
-3 279
274
Income tax expense
6
-721
60
Profit/(loss) for the year
-2 558
214
Total comprehensive income
-2 558
214
56
Statement of Financial Position
As at 31 December
(NOK 000's)
Note
2021
2020
ASSETS
Non-current assets
Investment in subsidiaries
7
48 825
8 825
Group interest-bearing receivables
7
58 024
98 024
Deferred tax assets
6
741
20
Total non-current assets
107 590
106 869
Current assets
Intercompany receivables
7
147 666
120 551
Other receivables
33
487
Cash and cash equivalents
9
22 521
67 742
Total current assets
170 220
188 780
Total assets
277 811
295 650
EQUITY AND LIABILITIES
Equity
Share capital
10
44 345
44 345
Share premium
206 885
229 057
Retained earnings
18 753
21 311
Total equity
269 983
294 713
Non-current liabilities
Total non-current liabilities
-
-
Current liabilities
Accounts payables
1
89
Intercompany payables
7
6 939
29
Other current liabilities
889
819
Total current liabilities
7 828
936
Total liabilities
7 828
936
Total equity and liabilities
277 811
295 650
57
Oslo, 26 April 2022
Øyvin A. Brøymer
Chairman
Espen Marcussen
Board member
Åse Musum
Board member
Bettina Banoun
Board member
Øystein Stray Spetalen
Board member
Kari Krogstad
Board member
Espen Lia Gregoriussen
Board member
Kjell-Erik Nordby
CEO
Annual report is signed electronically.
58
Statement of Changes in Equity
For the year ended 31 December
Attributable to equity holders of the parent
(NOK 000's)
Share capital
Share
premium
Retained
earnings
Total
Equity as at 01.01.2020
44 345
273 401
21 097
338 844
Profit ( loss ) for the year
214
Total comprehensive income
214
214
Dividend
-44 345
-44 345
Equity as at 31.12.2020
44 345
229 057
21 311
294 713
Profit ( loss ) for the year
-2 558
Total comprehensive income
-2 558
-2 558
Dividend
-22 172
-22 172
Equity as at 31.12.2021
44 345
206 885
18 753
269 983
59
Statement of Cash flows
For the year ended 31 December
(NOK 000's)
Note
2021
2020
Cash flow from operating activities
Profit before income tax
-3 279
274
Adjustments to reconcile profit before tax to net cash flow:
Net interest (income)/expense
5
1 156
2 284
Income tax paid
-
-
Changes in working capital:
Changes in trade receivables and trade creditors
1
89
Changes in other payables, receivables, accruals
-928
-91 798
Net cash flow from operating activities
-3 050
-89 152
Cash flow from investing activities
Loan subsidiary
7
-20 000
21 000
Net cash flow from investing activities
-20 000
21 000
Cash flow from financing activities
Dividend paid
-22 172
-44 345
Net cash flow from financing activities
-22 172
-44 345
Net change in cash and cash equivalents
-45 220
-112 495
Cash and cash equivalents beginning period
67 742
180 237
Cash and cash equivalents end period
9
22 521
67 742
60
Notes to the Financial Statement
Note 1 Corporate information
The financial statements were approved for release by the Board of Directors on 26 April 2022.
Reference is made to note 1 in the consolidated statement of Vistin Pharma ASA.
Note 2 Summary of significant accounting policies
Vistin Pharma ASA's ("Vistin Pharma" or "the Company") financial statements and directors’ report are
prepared in English only.
Basis of preparation
The financial statement has been prepared in accordance with the Norwegian Accounting Act § 3-9
and regulations regarding simplified application of IFRS issued by the Ministry of Finance in 2014.
The functional currency of Vistin Pharma is the Norwegian krone (NOK). All values are rounded to the
nearest thousand (NOK: 000), except when otherwise indicated.
Vistin Pharma's principles are consistent to the accounting principles for the Company, as described in
Note 2 of the consolidated financial statements. Where the note for the parent company is
substantially different from the note for the Company, these are shown separately. Otherwise refer to
the note in the consolidated financial statement.
Investments in subsidiaries
Investments in subsidiaries and associates are accounted for using the cost method in the parent
company accounts. The investments are valued at cost less impairment losses. Write-down to fair
value is recognized under impairment in the income statement.
Segment reporting
Vistin Pharma's activities are currently organized as one operating unit for internal reporting purposes;
thus no segment information is presented in these financial statements.
Recognition for group contributions
Company contributions from wholly owned subsidiaries are recorded as financial income as long as
the contributions do not exceed the accumulated results from the date of acquiring the subsidiary. The
income is recorded net of tax. Company contributions relating to the result prior the date of acquisition
is recorded as a reduction against the investment (net of tax). If company contributions exceed
accumulated profits in the subsidiary after the acquisition, the payment is treated as a reduction of the
carrying value of the investment.
61
Note 3 Payroll and payroll related expenses
(NOK 000's)
2021
2020
Other payroll costs
1 947
1 740
Total payroll and payroll related costs
1 947
1 740
Average number of man-years:
-
-
The Company had no employees as at 31 December 2021 (2020: 0). Other payroll costs relate to
board fees.
Note 4 Other operating expenses
(NOK 000's)
2021
2020
External fees
1 977
461
Other operating expenses
774
621
Other operating expenses
2 751
1 082
Remuneration to the Auditors
(NOK 000's)
2021
2020
Statutory audit
106
236
Other assurance services
77
85
All fees are exclusive of VAT.
Note 5 Financial items
(NOK 000's)
2021
2020
Interest income from bank deposits and money market funds
267
1 029
Interest income from Group companies
1 156
2 284
Total finance income
1 423
3 313
Other interest expenses
4
217
Total finance costs
4
217
Net finance
1 419
3 096
62
Note 6 Tax
Income tax calculation:
(NOK 000's)
2021
2020
Profit before taxes
-3 279
274
Permanent differences
-
-
Changes in temporary differences
-
-
Permanent differences recognised to equity
-
-
Basis for income tax
-3 279
274
Income tax payable
-
-
Tax effect of change in net deferred income tax liability/asset
721
60
Tax effect permanent differences recognised to equity
-
-
Tax effect tax rate reduction
-
-
Income tax expense
721
60
Reconciliation of income tax
(NOK 000's)
2021
2020
Tax assessed at the expected tax rate
721
60
Tax effect permanent differences, profit & loss
-
-
Income tax
721
60
Temporary differences
(NOK 000's)
2021
2020
Losses carried forward
-3 368
-89
Net income tax reduction temporary differences
-3 368
-89
Net deferred tax asset
741
20
63
Note 7 Investments in group companies
2021
(NOK
000's)
Registered
office
Share
capital
Ownership
interest
2021
Voting
rights 2021
Carrying
amount
Result
2021
Equity
2021
Vistin
Pharma
AS
Oslo,
Norway
NOK
100 %
100 %
48 825
27 424
54 601
Vistin
Trading AS
Oslo,
Norway
NOK
N/A
N/A
N/A
N/A
N/A
Total
48 825
2020
(NOK
000's)
Registered
office
Share
capital
Ownership
interest
2020
Voting
rights 2020
Carrying
amount
Result
2020
Equity
2020
Vistin
Pharma
AS
Oslo,
Norway
NOK
100 %
100 %
7 602
29 371
28 248
Vistin
Trading AS
Oslo,
Norway
NOK
100 %
100 %
1 223
-126 580
-41 762
Total
8 825
In 2021, Vistin Pharma AS did an equity increase by converting MNOK 40 in debt to Vistin Pharma
ASA and into equity.
In 2021, Vistin Trading AS was merged into Vistin Pharma AS.
Transactions between related parties
2021
(NOK
000's)
Long term
receivables to
subsidiaries
Short term
receivables
to
subsidiaries
Interest
income
from
subsidiaries
Short term
payables to
subsidiaries
Group
contribution
receivable
Group
contribution
payable
Vistin Pharma AS
58 024
147 666
1 156
6 939
-
-
Total
58 024
147 666
1 156
6 939
-
-
Vistin Trading AS was merged into Vistin Pharma AS in 2021
2020
(NOK
000's)
Long term
receivables to
subsidiaries
Short term
receivables
to
subsidiaries
Interest
income
from
subsidiaries
Short term
payables to
subsidiaries
Group
contribution
receivable
Group
contribution
payable
Vistin Pharma AS
98 024
2 120
29
-
-
Vistin Trading AS
120 551
164
-
-
-
Total
98 024
120 551
2 284
29
-
-
The loan to Vistin Pharma AS carries an annual interest rate of 3 months NIBOR + 1.25%, to be paid
quarterly in arrears.
64
Note 8 Financial assets and liabilities
The Company uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value
are observable, either directly or indirectly.
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not
based on observable market data.
As of 31 December 2021
(NOK 000's)
Fair
value
level
Fair value
through
profit and
loss
Loans and
receivables
at
amortised
cost
Other
financial
liabilities
at
amortised
cost
Total
book
value
Fair value
Financial assets
Group interest-bearing
receivables
3
-
58 024
-
58 024
58 024
Intercompany receivables
3
-
147 666
-
147 666
147 666
Other receivables
3
-
33
-
33
33
Cash and cash deposits
3
-
22 521
-
22 521
22 521
Total
-
228 244
-
228 244
228 244
Financial liabilities
Intercompany payables
3
-
-
6 939
6 939
6 939
Trade payables
3
-
-
1
1
1
Other payables
3
-
-
889
889
889
Total
-
-
7 828
7 828
7 828
As of 31 December 2020
(NOK 000's)
Fair
value
level
Fair value
through
profit and
loss
Loans and
receivables
at
amortised
cost
Other
financial
liabilities
at
amortised
cost
Total
book
value
Fair value
Financial assets
Group interest-bearing
receivables
3
-
98 024
-
98 024
98 024
Intercompany receivables
3
-
120 551
-
120 551
120 551
Other receivables
3
-
487
-
487
487
Money-market funds
2
42 184
-
-
42 184
42 184
Cash and cash deposits
3
-
25 558
-
25 558
25 558
Total
42 184
244 620
-
286 803
286 803
Financial liabilities
Intercompany payables
3
-
-
29
29
29
Trade payables
3
-
-
89
89
89
Other payables
3
-
-
819
819
819
Total
-
-
936
936
936
65
Note 8 Financial assets and liabilities (continued)
Set out above is a comparison by class of carrying amounts and fair values of all of the Company’s
financial instruments that are carried in the financial statements. For trade receivables, accounts
payable and other short-term items, fair values are considered to be equal to carrying values due to
their short-term nature.
Note 9 Cash and cash equivalents
(NOK 000's)
2020
2020
Cash at banks
22 521
25 558
Money market funds
42 184
Total
22 521
67 742
Cash at banks earns interest at floating rates based on daily bank deposit rates. All bank accounts are
nominated in NOK.
Note 10 Issued shares and share capital
The Company's registered share capital is NOK 44,344,592 divided into 44,344,592 shares. The share
capital is fully paid. All shares have the same rights.
Number of
shares
Share capital
(thousands)
(NOK 000's)
At 1 Januar 2020
44 345
44 345
At 31 December 2020
44 345
44 345
At 1 Januar 2020
44 345
44 345
At 31 December 2021
44 345
44 345
Each share has a par value of NOK 1 per share.
66
Note 10 Issued shares and share capital (continued)
20 largest shareholders as registered as of 31 December 2021:
Name
Note
Total no of shares
Ownership
share
INTERTRADE SHIPPING AS
1
12 575 000
28,36 %
PACTUM VEKST AS
1
3 519 733
7,94 %
HOLMEN SPESIALFOND
3 250 000
7,33 %
MP PENSJON PK
1 719 848
3,88 %
TIGERSTADEN AS
850 000
1,92 %
FERNCLIFF LISTED DAI AS
1
784 280
1,77 %
AUGUST RINGVOLD AGENTUR AS
750 315
1,69 %
STORKLEIVEN AS
721 137
1,63 %
LUCELLUM AS
680 000
1,53 %
SPAREBANK 1 MARKETS AS
650 000
1,47 %
MIKLA INVEST AS
620 874
1,40 %
IVAR LØGES STIFTELSE
600 000
1,35 %
TOM RAGNAR PRESTEGÅRD STAAVIE
512 324
1,16 %
WEM INVEST AS
500 000
1,13 %
SANDEN EQUITY AS
468 947
1,06 %
CORTEX AS
465 693
1,05 %
NORDNET LIVSFORSIKRING AS
418 633
0,94 %
HENRIK MIDTTUN HAAVIE
404 985
0,91 %
DELTA AS
380 000
0,86 %
DYVI INVEST AS
355 500
0,80 %
Other shareholders
14 117 323
31,84 %
44 344 592
100,0 %
Shares owned by the Board of Directors and management as of 31 December 2021:
Intertrade shipping AS (1)
12 575 000
Pactum Vekst AS (7)
3 519 733
Ferncliff Listed DAI AS (3)
784 280
Nordby Kjell-Erik (4)
100 000
Heggem Vegard (5)
27 360
Tolleshaug Magnus (6)
20 000
Åse Musum (2)
2 201
1. Chairman of the Board of Directors
2. Member of the Board of Directors
3. Controlled by board member Øystein Stray Spetalen
4. Chief Executive Officer
5. VP Operations
6. Chief Commercial Officer
7. CEO of Pactum Vekst AS: is a member of the Board
of Directors
67
Note 11 Events after the reporting period
Vistin has not been affected by the ongoing conflict between Ukraine and Russia.
There have not been events subsequent to the closing date of 31 December 2021, that affects the
financials or the company’s operational activities.
The Board of Directors has proposed to get a power of attorney from AGM in May to pay up to NOK
0.75 per share in dividend for 2021, by end of 2022
Note 12 Statement regarding the determination of salary and other
remuneration to Executive Management
According to the Norwegian Public Limited Companies Act (section 6-16a), the Board of Directors shall
prepare a statement regarding the establishment of wages and other remuneration for the Chief
Executive Officer and other senior management.
The Company’s salary policy for the executive management – main principles
The purpose of the Company's remuneration policy is to attract and retain personnel with the
competence that the Group requires with a view to achieve Vistin Pharma's goal of becoming a
leading and a profitable producer of selected API's for the international pharmaceutical market. The
general policy is to pay fixed salaries and pensions, while at the same time offering bonuses, or other
types of remuneration, which aligns the interest of senior management and the shareholders of the
Company.
The Company has a separate remuneration committee appointed by the Board of Directors. The
present remuneration committee consists of Øyvin A. Brøymer (Chairman) and Bettina Banoun. The
CEO, and other representatives of the senior management, regularly participates in the remuneration
committee's meetings.
The remuneration committee functions as an advisory body for the Board of Directors and its main
duties and responsibilities are to:
i. Review and approve corporate goals and objectives relevant to the compensation of the CEO,
evaluate the performance of the CEO in light of those goals and objectives and set the
compensation level for the CEO based on this evaluation. In determining the long-term
incentive component of the CEO compensation, if any, the Committee may consider the
Company’s performance and relative shareholder return, the value of similar incentive awards
given to CEOs at comparable companies and the awards given to the CEO in past years.
ii. Make recommendations to the Board with respect to incentive-compensation plans and equity-
based plans.
iii. Assist the Board in developing and evaluating potential candidates for executive positions,
including the CEO, and oversee the development of executive succession plans.
iv. Review and approve Senior Executive employment agreements, severance arrangements and
change in control agreements and provisions when, and if, appropriate, as well as any special
supplemental benefits.
68
Note 12 Statement regarding the determination of salary and other
remuneration to Executive Management (continued)
v. Review major organizational and staffing matters.
Further information on the function of the remuneration committee can be found in the instructions to
the remuneration committee, included on the Company's website: www.vistin.com.
Salaries and other remuneration
Fixed salary
It is the Company’s policy that salaries to the CEO and senior management primarily shall take the
form of a fixed monthly salary, reflecting the level of the position and experience of the person
concerned and the results achieved.
Bonuses
The Group has a system of annual performance-based bonuses for all employees. The maximum
bonus payable to the CEO is 40% of the annual salary. The maximum bonus payable to other
members of the Executive Management team is between 20% - 30% of the annual salary, depending
on individual employment contracts. The Board of Directors evaluates and determines annually the
bonus system for Vistin Pharma, based on recommendations from the Remuneration Committee. The
bonuses are linked to the achievement of certain targets for financial results, as well other
performance targets which are defined at the beginning of the financial year. The bonus targets shall
reflect both short-term financial parameters, and operational and strategic performance targets that are
expected to give a positive long-term financial effect.
Pension plan
Principally, pension plan shall be the same for senior management as what is generally agreed for
other employees. The Group has a defined contribution plan for all employees. Under this plan the
Group contributes 5.5% of the salary between 1G and 7.1G, and 15%, for the salary between 7.1G
and 12G. The CEO has an additional "top-hat" to cover salary above 12G, as well as an early
retirement plan from the age of 62.
Notice period
The CEO has a 24-month termination benefit in the case of involuntary termination of his employment.
The remaining executive management team has three months termination period.
Share based incentive plans
The annual general meeting in May 2021 approved a long-term incentive plan (LTIP) where the
executive management, in total, can purchase shares for up to MNOK 6, at a 25% discount, with three
years of binding time. The General meeting also approved a loan facility of MNOK 6 for purchase of
shares. The loan facility has a duration of three years and can only be used as financing for
purchasing of shares in the company.
Remuneration policy in the preceding financial year (2021)
The management remuneration policy in the preceding financial year has been conducted in
accordance with the prevailing principles for 2021, with the exception of any items noted above.
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