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 statutory capital reserves.
2. Information on balance sheet and income statement items
2.1 Loans
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 2019, a CHF 140 million bond, maturing on 15 February 2021, with a coupon of 0.773% was issued on 14 February 2019. A further bond of 140 million, maturing on 9 October 2023, with a coupon of 0.05%, was issued on 9 October 2019.
In 2018, a CHF 100 million bond, maturing on 12 June 2020, with a coupon of 0.35% was issued on 12 June 2018.
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.
2.4.1 Capital contribution Reserve
The capital contribution reserve includes the premium from capital increase in 2016, minus the distributions decided to date.
From a fiscal point of view, any distributions made from capital contribution reserves 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.
2.4.2 Treasury Shares
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 2019, 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 9,888,561 shares or 77.3% (2018: 9,860,021 or 77.0%) of the outstanding share capital.
As of 21 January 2019, UBS Fund Management (Switzerland) AG notified that they own 386,998 shares or 3.02% of the outstanding share capital.
3.3 Share ownership
Members of the Board of Directors
(non-executive)
As at 31 December 2019, 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 2019, 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
There are no significant events after the balance sheet date which could impact the book value of the assets or liabilities or which should be disclosed here.