These financial statements were prepared according to the principles 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 measurement principles applied are described below. It should be noted that to ensure the company's going concern, the company may create and release hidden reserves.
The company was registered in the commercial register on 28 January 2020. The first financial year (2020) encompasses the period from 28 January to 31 December 2020.
In accordance with Article 961 (1) CO, no further disclosures are made in the notes, cash flow statement and directors' report because Ina Invest Holding Ltd prepares its consolidated financial statements in accordance with Swiss GAAP FER and is listed at the Swiss stock exchange SIX.
The Investment in Ina Invest Ltd is measured at the lower of acquisition cost or net market value. If there is an indication that the carrying amount may be overstated, it is reviewed and, if necessary, an impairment is recognised. Based on external sources, management has concluded that the investment is not impaired as at 31 December 2020.
Share-based payments paid with equity instruments are measured at their fair value prevailing on the day of the grant and recognised as personnel expenses over the vesting period. The grant date fair value is determined using valuation models that are based on the registered shares’ market rates at grant date.
Any pro rata expenses accrued are deferred as of the balance sheet date. Should treasury shares be used for share-based payments made to board members and employees, the difference between the acquisition costs and the market value at grant date is recognised as financial expenses or financial income.
|in CHF thousands||31.12.2020|
|8,866,560 registered shares at a nominal value of CHF 0.03||266|
|Total share capital||266|
Authorised share capital
In accordance with the Company’s Articles of Association, the Board of Directors is entitled to increase the share capital by a maximum of CHF 53,199.36 at any time until 2 June 2022 by issuing up to 1,773,312 registered shares with a nominal value of CHF 0.03 each, which are to be fully paid up.
Several increases, each worth part of this amount, are permitted. The Board of Directors determines the issue amount, the type of contributions, the timing of the issue, the criteria for exercising subscription rights and the time at which a dividend entitlement starts to apply. In the case of a capital increase from authorised capital, the Board of Directors is entitled to withdraw or restrict shareholders’ subscription rights up to a maximum of 886,656 registered shares provided certain criteria set out in the Articles of Association are met.
Conditional share capital
In accordance with the Company’s Articles of Association, the conditional share capital can be increased by a maximum of CHF 13,299.84 by issuing up to 443,328 registered shares with a nominal value of CHF 0.03 each, which are to be fully paid up. Such an increase is to be carried out by exercising option rights granted to employees or members of the Board of Directors of the Company or group companies.
|in CHF thousands||31.12.2020|
|Reserves from capital contributions||126,696|
|Total statutory capital reserves||126,696|
The reserves from the capital contribution will be duly reported to the Swiss Federal Tax Administration. However, they have not been recognised yet in accordance with Article 5(1) Withholding Tax Act at the time of closing.
|Board of Directors||31.12.2020 |
|Stefan Mächler, Chairman of the Board of Directors||9,000|
|Christoph Caviezel, Vice Chairman of the Board of Directors||2,480|
|Hans Ulrich Meister, member of the Board of Directors||36,941|
|André Wyss, member of the Board of Directors||46,768|
|Marie-Noëlle Zen-Ruffinen, member of the Board Directors||-|
|Marc Pointet, CEO||-|
As at 31 December 2020, no members of the Board of Directors or Management hold conversion or option rights.
The Board members as well as the CEO receive shares or options on shares, which are allocated in the framework of their share-based payments. Further explanations in this respect may be found in the notes to the consolidated annual report prepared in accordance with Swiss GAAP FER (note 4.2) as well as the Compensation Report. As at 31 December 2020 there are no allocated shares or options on shares that require disclosure.
Each financial year, Implenia Group may sell up to 5% of its investment in Ina Invest Ltd to Invest Holding Ltd (put option). In doing so, the company may decide whether it prefers cash or Ina Invest Holding shares in consideration. If Implenia Group exercises the put option, the sales price will equal the implicit market value of Ina Invest Ltd. The implicit market value will be determined based on the share price of Ina Invest Holding Ltd. The value of the associated contingent liability is estimated at CHF 119,599 thousand as at 31 December 2020.