Notes to the financial statements
NOTES to the financial statements
1. Accounting Principles
1. Accounting Principles
Audited information1.1 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, Zurich 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 Current and non-current financial liabilities
Current and non-current financial liabilities are recognised in the balance sheet at nominal value. Issuance costs upon issue are offset against any applicable agio and the remaining costs are 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 use/sale are recognised in statutory capital reserves.
2. Information on balance sheet and income statement items
2. Information on balance sheet and income statement items
Audited information2.1 Non-current loans to Group companies
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 24 of the consolidated financial statements in this report.
2.3 financial liabilities
As at 31 December 2021 credit lines with Swiss banks (without securities) totalled CHF 375 million (31.12.2020: CHF 375 million), of which CHF 184 million was used for current bank loans as at 31 December 2021 (31.12.2020: –).
In 2021, a CHF 115 million bond maturing on 14 February 2025 was issued on 15 February 2021. The coupon is 0.25%. The proceeds were used to refinance the CHF 140 million bond that expired on 15 February 2021. The CHF 100 million bond, maturing on 15 November 2021, with a coupon of 0.55%, was repaid on redemption date.
In 2020, the CHF 100 million bond, maturing on 12 June 2020, with a coupon of 0.35%, was repaid on redemption date.
Further information on the financial liabilities is published in Note 16 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 share premium from the capital increase in 2016, less the distributions decided to date.
From a fiscal point of view, any distributions made from capital contribution reserve are treated the same as a repayment of share capital. In 2021, the Swiss Federal Tax Administration (SFTA) has confirmed the opening balance as at 1 January 2021 of CHF 37.7 million of the disclosed reserve from capital contribution and the recognition of the repayment of capital contribution reserve in the amount of CHF 15.9 million as per article 5 para. 1bis Withholding Tax Act.
2.4.2 treasury shares
2.5 INCOME FROM INVESTMENTS IN SUBSIDIARIES
In 2021, the dividend from Investis Investments SA amounted to CHF 15.0 million (2020: CHF 10.0 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. Other information
Audited information3.1 FULL-TIME EQUIVALENT
Investis Holding SA has no employees.
3.2 SIGNIFICANT SHAREHOLDERS
As at 31 December 2021, 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 9,923,184 shares or 77.5% (31.12.2020: 9,892,337 shares or 77.3%) of the outstanding share capital.
3.3 SHARE OWNERSHIP
Members of the Board of Directors
(non-executive)
As at 31 December 2021, 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 2021, 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 CONTINGENT LIABILITIES
Investis Holding SA is a member of the Investis Group value-added-tax group in Switzerland and is thereby jointly and severally liable to the federal tax authorities for value-added-tax debts of the Group.
3.5 EVENTS AFTER THE BALANCE SHEET DATE
On 28 January 2022, two 0.0% private placements were issued with a volume of CHF 20 million (maturing at the end of March) and CHF 30 million (maturing at the end of April). In addition, another 0.0% private placement with a volume of CHF 20 million (maturing at the end of May) was issued on 25 February 2022.
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.