Årsrapport 30700228 Ernst & Young Godkendt Revisionspartnerselskab Osvald Helmuths Vej 4 Postboks 250, 2000 Frederiksberg 2016-01-01 2016-12-31 2015-01-01 2015-12-31 2017-06-13 29513449 WTCC P/S Lautrupsgade 7, 3. tv. 2100 København Ø 2006-04-18 Copenhagen 39139100 Ernst & Young Godkendt Revisionspartnerselskab 30700228 Osvald Helmuths Vej 4 2000 Frederiksberg 2017-06-13 Mette Kapsch Regnskabsklasse B Revisionspåtegning true 2017-06-13 2017-06-13 Copenhagen, David Overby Oscar Claudius Crohn Chairman Palle Sort David Overby Mette Kapsch Copenhagen, Anders Stig Lauritsen Kaare Kristensen Lendorf State Authorised Public Accountant State Authorised Public Accountant 0 1111228 37700 42981 -37700 1068247 0 854030 -37700 214217 -1049339 -1133293 4839 2661 -1091878 -921737 0 0 -1091878 -921737 -1091878 -921737 1689593 0 1689593 0 6546170 8985680 8235763 8985680 8235763 8985680 120000000 120000000 -114802374 -113710496 5197626 6289504 974026 2158575 2064111 537601 3038137 2696176 3038137 2696176 8235763 8985680 120000000 -113710496 -1091878 120000000 -114802374 Copenhagen Towers II P/S 100 -491759757 -70687289 Komplementarselskabet WTCC II A/S 100 -105610 -14000 120000000 120000000 Today, the Board of Directors and the Executive Board have discussed and approved the annual report of WTCC P/S for the financial year 1 January - 31 December 2016. The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2016 and of the results of the Company's operations for the financial year 1 January - 31 December 2016. Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the annual general meeting. To the shareholders of WTCC P/S We have audited the financial statements of WTCC P/S for the financial year 1 January - 31 December 2016, which comprise an income statement, balance sheet, statement of changes in equity and notes, including accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2016 and of the results of the Company's operations for the financial year 1 January - 31 December 2016 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these rules and requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We draw attention to note 2 in which Management states that the Company's ability to remain a going concern is affected by the Group's ability to remain a going concern. Management states that it is a condition for the Group's ability to remain a going concern that the Group obtains positive results of its ongoing negotiations regarding additional financing and obtains a positive development in the leasing activity. It is Management's assessment that these assumptions will be achieved, and consequently, the financial statements have been prepared on a going concern assumption. We have not modied our opinion in respect of this matter. Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusion is based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the financial statements, including the note disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Management is responsible for the Management's review. Our opinion on the financial statements does not cover the Management's review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the Management's review and, in doing so, consider whether the Management's review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the Management's review provides the information required under the Danish Financial Statements Act. Based on our procedures, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of the Management's review. The Company's purpose is to acquire holdings in the subsidiaries Copenhagen Towers II P/S and Komplementarselskabet WTCC II A/S. The Company has been involved in the construction of stages 1 and 2 of the Copenhagen Towers project. Going concern Due to the Company's unlimited liability in respect of Copenhagen Towers II P/S' obligations, the assessment of the Company's ability to remain a going concern must be assessed together with the Group's ability to remain a going concern. In 2012, the real estate companies entered into financing agreements with the bank. The financing agreements comprise financing for the completion of the office building constituting stage 2 owned by Copenhagen Towers II P/S and financing for stage 1 owned by Copenhagen Towers ApS. At 4 October 2016, the Group entered into an addendum to the existing financing agreements, where the loan commitment was increased and amortisation was deferred to 31 October 2018, where the loan in its entirety falls due. Management has prepared a sensitivity analysis on cash flow budgets showing that it is a condition for the Company's ability to remain a going concern until the presentation of the financial statements for 2017 that the Group obtains positive results of its ongoing negotiations regarding additional financing and obtains a positive development in the leasing activity. Management experiences increased demand from potential tenants for the vacant buildings. Management expects to reach a new financing agreement during the coming months and to lease out a significant part of the vacant buildings in the coming period. There is material uncertainty related to the going concern assumption which casts significant doubt on the Company's ability to continue as a going concern, and therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The Company's equity is expected to be re-established over the coming years due to rent income from properties, realisation of properties and cancellation of debt. Reference is made to note 2 for more details. The income statement for 2016 shows a loss of DKK 1,091,878 against DKK -921,737 last year, and the balance sheet at 31 December 2016 shows equity of DKK 5,197,626. No significant events have occurred after the balance date that materially affect the financial statements at 31 December 2016. Offices are fitted out for tenants as lease contracts are entered into. In the coming year, Management expects that earnings from the leasing activities will increase in connection with the reduction of vacancy and positive results of the negotiations regarding refinancing, which is a condition for the Company's continued operations after 2017. The annual report of WTCC P/S has been prepared in accordance with the provisions applying to reporting class B enterprises under the Danish Financial Statements Act. Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to the Company and the value of the asset can be reliably measured. Liabilities are recognised in the balance sheet when an outflow of economic benefits is probable and when the liability can be reliably measured. On initial recognition, assets and liabilities are measured at cost. Subsequently, assets and liabilities are measured as described below for each individual item. Certain financial assets and liabilities are measured at amortised cost implying the recognition of a constant effective interest rate to maturity. Amortised cost is calculated as initial cost minus any principal repayments and plus or minus the cumulative amortisation of any difference between cost and nominal amount. In recognising and measuring assets and liabilities, any gains, losses and risks occurring prior to the presentation of the annual report that evidence conditions existing at the balance sheet date are taken into account. Income is recognised in the income statement as earned, including value adjustments of financial assets and liabilities measured at fair value or amortised cost. Equally, costs incurred to generate the year's earnings are recognised including depreciation, amortisation, impairment losses and provisions as well as reversals as a result of changes in accounting estimates of amounts which were previously recognised in the income statement. Reporting currency The financial statements are presented in Danish kroner (DKK). Other operating income and operating expenses comprise items of a secondary nature relative to the Company's core activities, including gains or losses on the sale of fixed assets. Other external expenses include the year's expenses relating to the Company's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, etc. Financial expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc. The Company is not an independent taxable entity. The Company's owners are responsible for both current tax and deferred tax, and therefore, these are included in the owners' computation of taxable income. Investments in subsidiaries and associates are measured at cost. Dividends received that exceed the accumulated earnings in the subsidiary or the associate during the period of ownership are treated as a reduction in the cost of acquisition. Intangible assets, property, plant and equipment and investments in subsidiaries and associates are subject to an annual test for indications of impairment other than the decrease in value reflected by depreciation or amortisation. Impairment tests are conducted in respect of assets or groups of assets generating separate cash flows when there is an indication of impairment. The assets are written down to the higher of the value in use and net realisable value (recoverable amount) of the asset or group of assets if this is lower than the carrying amount. As for group of assets, impairment losses are first recognised in respect of goodwill and thereafter proportionately in respect of the other assets. Receivables are measured at amortised cost. An impairment loss is recognised if there is objective evidence that a receivable or a group of receivables is impaired. If there is objective evidence that an individual receivable has been impaired, an impairment loss is recognised on an individual basis. Receivables in respect of which there is no objective evidence of individual impairment are tested for objective evidence of impairment on a portfolio basis. The portfolios are primarily based on the debtors' domicile and credit ratings in line with the Company's risk management policy. The objective evidence applied to portfolios is determined based on historical loss experience. Impairment losses are calculated as the difference between the carrying amount of the receivables and the present value of the expected cash flows, including the realisable value of any collateral received. The effective interest rate for the individual receivable or portfolio is used as discount rate. Other payables Other payables are measured at net realisable value. Due to the Company's unlimited liability in respect of Copenhagen Towers II P/S' obligations, the assessment of the Company's ability to remain a going concern must be assessed together with the Group's ability to remain a going concern. In 2012, the real estate companies entered into financing agreements with the bank. The financing agreements comprise financing for the completion of the office building constituting stage 2 owned by Copenhagen Towers II P/S and financing for stage 1 owned by Copenhagen Towers ApS. At 4 October 2016, the Group entered into an addendum to the existing financing agreements, where the loan commitment was increased and amortisation was deferred to 31 October 2018, where the loan in its entirety falls due. Management has prepared a sensitivity analysis on cash flow budgets showing that it is a condition for the Company's ability to remain a going concern until the presentation of the financial statements for 2017 that the Group obtains positive results of its ongoing negotiations regarding additional financing and obtains a positive development in the leasing activity. Management experiences increased demand from potential tenants for the vacant buildings. Management expects to reach a new financing agreement during the coming months and to lease out a significant part of the vacant buildings in the coming period. There is material uncertainty related to the going concern assumption which casts significant doubt on the Company's ability to continue as a going concern, and therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The Company's equity is expected to be re-established over the coming years due to rent income from properties, realisation of properties and cancellation of debt. The Company has no employees. The Company's share capital has remained DKK 120,000,000 over the past 5 years. Other contingent liabilities As the Company is jointly registered for VAT purposes with its subsidiary Copenhagen Towers II P/S, it is jointly and severally liable with the subsidiary for settling the companies' total VAT liability. At 31 December 2016, the Company had one pending litigation. This pending litigation consists of a 5 year construction review regarding mismatch and defects of the Copenhagen Towers building. Based on legal advice from an independent attorney, Management believes that the outcome of the case cannot be determined at present. However, based on prudence, Management has made no provision for the pending legal cases and does not believe any provision is necessary at 31 December 2016. The Company's share in Copenhagen Towers II P/S, the carrying amount of which is DKK 0, has been provided as security for the bank loan to Copenhagen Towers II P/S. Information about consolidated financial statements Parent Domicile Requisitioning of the parent company's consolidated financial statements CT Solstra ApS Copenhagen Laustrupsgade 7, DK-2100 Copenhagen Group enterprise transactions not carried through on normal market terms As a result of the Group's financial situation, no interest has been added to receivables and payables to affiliates. Ownership The following shareholders are registered in the Company's register of shareholders as holding minimum 5% of the share capital: Name Domicile Copenhagen Skyline ApS Lautrupsgade 7, DK-2100 Copenhagen 29513449 2016-01-01 2016-12-31 29513449 2015-01-01 2015-12-31 29513449 2015-12-31 29513449 2016-12-31 29513449 2016-01-01 2016-12-31 1 29513449 2016-01-01 2016-12-31 2 29513449 2016-01-01 2016-12-31 3 29513449 2016-01-01 2016-12-31 4 29513449 2016-12-31 1 29513449 2016-01-01 2016-12-31 1 29513449 2016-01-01 2016-12-31 2 29513449 2016-01-01 2016-12-31 1 29513449 2016-01-01 2016-12-31 e:RetainedEarningsMember 29513449 2015-01-01 2015-12-31 e:RetainedEarningsMember 29513449 2016-01-01 e:ContributedCapitalMember 29513449 2016-12-31 e:ContributedCapitalMember 29513449 2016-01-01 e:RetainedEarningsMember 29513449 2016-01-01 2016-12-31 e:RetainedEarningsMember 29513449 2016-12-31 e:RetainedEarningsMember 29513449 2016-01-01 2016-12-31 e:SubsidiaryMember 1 29513449 2016-01-01 2016-12-31 e:SubsidiaryMember 2 29513449 2016-12-31 e:SubsidiaryMember 1 29513449 2016-12-31 e:SubsidiaryMember 2 29513449 2015-12-31 1 iso4217:DKK xbrli:pure