NOTES to the financial statements
1. Accounting Principles
1.1 General aspects
These financial statements were prepared in accordance with the provisions of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below.
Investis Holding SA was incorporated on 7 June 2016 and registered in the commercial register of the Canton Zurich on 8 June 2016.
As Investis Holding SA has prepared its consolidated financial statements in accordance with a recognised accounting standard (Swiss GAAP FER), it has decided, as the law allows, not to present additional information on interest-bearing liabilities and audit fees in the notes, and not to present a cash flow statement.
Assets are valued at no more than their acquisition cost. Exceptions are current assets with an observable market price, which are valued at the stock price or market value on the balance sheet date. All changes in value are recognised in the income statement. No value fluctuation reserves have been formed.
1.3 Loans and investments
Loans to Group companies and investments in subsidiaries are carried at acquisition costs less any necessary depreciation.
Bonds are recognised in the balance sheet at nominal value. Issuance costs upon issue are offset against any applicable discounts and the surplus is charged to the income statement.
1.5 Treasury shares
Treasury shares are recognised at acquisition cost and deducted from equity. Gains and losses on the sale are recognised in equity.
2. Information on balance sheet and income statement items
The list of legal entities held directly or indirectly by the Company and consolidated at Investis Group level, is published in Note 26 of the consolidated financial statements in this report.
In 2017, a CHF 140 million bond maturing on 14 February 2019 was issued on
14 February 2017. The coupon is 0.25%. A further bond of CHF 180 million, maturing on 3 October 2022, with a coupon of 0.75%, was issued on 3 October 2017.
In 2016, a CHF 100 million bond maturing on 15 November 2021 was issued on 15 November 2016. The coupon is 0.55%.
Information on loan conditions is published in Note 16 of the consolidated financial statements in this report.
The share capital amounted to CHF 1.28 million, composed of 12,800,000 registered shares with a nominal value of CHF 0.10 each. All outstanding shares are entitled to dividends and confer the right to one vote per share at the Company’s general meetings.
Investis Holding SA was incorporated on 7 June 2016. The share capital was paid-up by a contribution in kind. On 4 July 2016, the capital increase of 2,800,000 shares in connection with the initial public offering was completed. The gross proceeds amounted to CHF 148 million.
At the extraordinary shareholders’ meeting of Investis Holding SA held on 17 June 2016, it was resolved to create conditional share capital pursuant to which the share capital may be increased by a maximum amount of CHF 30,000 by issuing a maximum of 300,000 shares, under the exclusion of shareholders’ pre-emptive rights, in favour of directors, members of the Executive Board and employees of the Group in the context of a management incentive plan.
2.4.1 Capital contribution Reserve
The capital contribution reserve includes the premium from capital increase in 2016, minus the dividends distributed to date.
From a fiscal point of view, any distributions made from reserves from capital contributions are treated the same as a repayment of share capital. In 2017, the Swiss Federal Tax Administration (SFTA) has confirmed that it will recognise CHF 142.6 million of the disclosed reserves from capital contributions as at 31 December 2016 as a capital contribution as per article 5 para. 1bis Withholding Tax Act. The unconfirmed amount of CHF 0.1 million was reclassed to other capital reserves.
2.4.2 Treasury Shares
2.5 Income from investments in subsidiaries
In 2017, no dividend from investments in subsidiaries was received. In 2016, the dividend from investments in subsidiaries amounted to CHF 30.0 million.
2.6. Personnel expenses
Information on personnel expenses for the Board of Directors and the Executive Board is published in the compensation report in this annual report.
3. Other information
3.1 Full-time equivalent
Investis Holding SA has no employees.
3.2 Significant shareholders
As at 31 December, the Board of Directors is aware of the following shareholders and groups of shareholders that hold at least 3% of the voting rights in the Company:
Stéphane Bonvin owned 9,791,080 shares or 76.5% (2016: 9,751,080 or 76.2%) of the outstanding share capital.
3.3 Share ownership
Members of the Board of Directors
As at 31 December 2017, the non-executive members of the Board of Directors (including their related parties) held the following Investis shares.
Members of the Executive Board
(including the executive member of the Board of Directors)
As at 31 December 2017, the executive member of the Board of Directors and the members of the Executive Board (including their related parties) held the following Investis shares.
3.4 events after the balance sheet date
On 1 February 2018, Investis successfully completed its takeover, announced on 20 December 2017, of Société d’investissements immobiliers SII SA, a Geneva-based property company with an attractive portfolio of ten residential properties in Geneva. The acquisition price is CHF 108 million.
There are no other significant events after the balance sheet date which could impact the book value of the assets or liabilities or which should be disclosed here.