Accesskeys

Close Download Center

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.

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.

1.2 Assets

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.

1.4 Bonds

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 directly held are recognised at acquisition cost and deducted from equity. For treasury shares held by a subsidiary, a reserve for treasury shares is created with a corresponding entry in the voluntary retained earnings. Gains and losses on the use/sale are recognised in legal capital reserves.

2. Information on balance sheet and income statement items

2.1. Loans

In CHF 1,000

31.12.2018

31.12.2017

Loan to Investis Investments SA

122,421

558,000

Loan to Investis Properties SA

513,757

4,000

Total loans to Group companies

636,178

562,000

Of which current assets

32,421

34,000

Of which non-current assets

603,757

528,000

2.2. Investments

The list of legal entities held directly or indirectly by the Company and consolidated at Investis Group level is published in Note 25 of the consolidated financial statements in this report.

2.3 Bonds

In 2018, a CHF 100 million bond, maturing on 12 June 2020, with a coupon of 0.35% was issued on 12 June 2018.

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.

Information on loan conditions is published in Note 17 of the consolidated financial statements in this report.

2.4. Equity

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.

Article 3a of the Company’s Articles of Association sets out that the Company’s share capital shall be increased by a maximum amount of CHF 30,000 through the issuance of no more than 300,000 fully paid-up registered shares with a nominal value of CHF 0.10 by way of the exercise of options or similar rights belonging to employees and members of the Board of Directors and the Executive Board in accordance with the applicable regulations and resolutions of the Board of Directors.

Article 3b of the Company's Articles of Association sets out that the share capital may be increased by the issuance of up to 1,280,000 fully paid-in registered shares with a nominal value of CHF 0.10 each, up to CHF 128,000, by means of the exercise of conversion rights and/or warrants granted in connection with newly or already issued bonds or similar debt instruments of the Company or its group companies to company creditors and/or investors.

 

 

Legal capital reserves

Legal retained earnings

 

 

 

In CHF 1,000

Share capital

Capital contribution reserve

Other capital reserves

Reserves for treasury shares

Voluntary retained earnings

Treasury shares

Total equity

Equity as at 1 January 2017

1,280

142,699

199,000

-

28,914

-

371,892

Reclassification

 

–98

98

 

 

 

-

Profit for the year

 

 

 

 

463

 

463

Dividends

 

–30,080

 

 

 

 

–30,080

Purchase of treasury shares

 

 

 

 

 

–1,135

–1,135

Equity as at 31 December 2017

1,280

112,521

199,098

-

29,377

–1,135

341,141

 

 

 

 

 

 

 

 

Equity as at 1 January 2018

1,280

112,521

199,098

-

29,377

–1,135

341,141

Profit for the year

 

 

 

 

1,433

 

1,433

Dividends

 

–30,062

 

 

 

 

–30,062

Use of treasury shares

 

 

34

 

 

703

736

Purchase of treasury shares

 

 

 

 

 

–5,504

–5,504

Sale of treasury shares to subsidiary

 

 

82

6,018

–6,018

5,936

6,018

Equity as at 31 December 2018

1,280

82,459

199,214

6,018

24,791

0

313,762

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

 

 

2018

 

2017

 

Quantity

Value in CHF 1,000

Quantity

Value in CHF 1,000

Net carrying amount as at 1 January

20,000

1,135

-

-

Purchase of treasury shares 1)

89,766

5,504

20,000

1,135

Use of treasury shares 2)

–12,382

–736

-

-

Sale of treasury shares to subsidiary 3)

–97,384

–6,018

-

-

Gains on use/sale of treasury shares recognised in equity

 

116

 

-

Net carrying amount as at 31 December

0

0

20,000

1,135

1) In the year under review, Investis Holding SA acquired 89,766 (2017: 20,000) registered treasury shares at an average price of CHF 61.31 (2017: CHF 56.75).

2) In the year under review, Investis Holding SA used 12,382 (2017: -) registered treasury shares at an average price of CHF 59.45 (2017: CHF -) for the shared-based compensation to the Board of Directors and the Executive Board.

3) In the year under review, Investis Holding SA sold 97,384 (2017: -) registered treasury shares at an average price of CHF 61.80 (2017: CHF -) to a subsidiary.

2.5 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 2018, 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 9,860,021 shares or 77.0% (2017: 9,791,080 or 76.5%) of the outstanding share capital.

3.3 Share ownership

Members of the Board of Directors

(non-executive)

As at 31 December 2018, the non-executive members of the Board of Directors (including their related parties) held the following Investis shares.

As at 31 December 2018

Function

Number of registered shares held

Voting rights in % (rounded)

Riccardo Boscardin

Chairman, Member of the Audit and Compensation Committee

3,822

<0.1

Albert Baehny

Vice-Chairman and Chairman of the Compensation Committee

19,778

0.2

Thomas Vettiger

Member and Chairman of the Audit Committee

2,411

<0.1

Total

 

26,011

0.2

As at 31 December 2017

Function

Number of registered shares held

Voting rights in % (rounded)

Riccardo Boscardin

Chairman, Member of the Audit and Compensation Committee

2,000

<0.1

Albert Baehny

Vice-Chairman and Chairman of the Compensation Committee

18,867

0.1

Thomas Vettiger

Member and Chairman of the Audit Committee

1,500

<0.1

Total

 

22,367

0.2

Members of the Executive Board

(including the executive member of the Board of Directors)

As at 31 December 2018, the executive member of the Board of Directors and the members of the Executive Board (including their related parties) held the following Investis shares.

As at 31 December 2018

Function

Number of registered shares held

Voting rights in % (rounded)

Stéphane Bonvin 1)

Chief Executive Officer and member of the Board of Directors

9,860,021

77.0

René Häsler

Chief Financial Officer

13,310

0.1

Walter Eberle

Head Facility Services

10,512

0.1

Dieter Sommer

Head Property Management

1,315

<0.1

Total

 

9,885,158

77.2

As at 31 December 2017

Function

Number of registered shares held

Voting rights in % (rounded)

Stéphane Bonvin 1)

Chief Executive Officer and member of the Board of Directors

9,791,080

76.5

René Häsler

Chief Financial Officer

11,340

0.1

Walter Eberle

Head of Facility Services

6,000

<0.1

Catherine Dubey 2)

Head Real Estate Services

600

<0.1

Total

 

9,809,020

76.6

1) In the context of the initial public offering carried out in June 2016, Stéphane Bonvin, as selling shareholder, entered into a lock-up arrangement with Credit Suisse AG (acting on behalf of the other banks) covering any shares within a 67% stake in the share capital of Investis as of the first trading day for a period of 36 months after the first trading day.

2) Member of the Executive Board until 31 March 2017.

3.4 events after the balance sheet date

On 14 February 2019, Investis Holding SA issued a CHF 140 million fixed-rate bond with a coupon of 0.773% and a tenor of two years (until 15 February 2021). The proceeds were used to refinance the CHF 140 million bond expiring on 14 February 2019.

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.