Notes to the individual financial statements

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 (comparative period) 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.

This item includes bank deposits with a maximum residual term of of 90 days. These are recognised and measured at nominal value.

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.

Treasury shares are recognised at acquisition cost and deducted from equity at the time of acquisition. In case of a resale, the gain or loss is recognised through the income statement as financial income or financial expenses.

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.

This item includes personnel expenses and other operating expenses charged to Ina Invest Ltd.

 

 

 

 

Implenia Ltd is the minority shareholder that holds the remaining voting rights and shares in Ina Invest Ltd (42.5%; 31 December 2020: 42.5%).

 

 

 

 

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.

The reserves from the capital contribution have been duly reported to the Swiss Federal Tax Administration. However, they have not been recognised in accordance with Article 5(1) Withholding Tax Act at the time of closing of the comparative period. In the reporting period, the Swiss Federal Tax Administration recognised CHF 120,330 thousand as reserves from capital contributions, while the remaining unrecognised CHF 6,366 thousand are reported as other capital reserves. Due to the confirmation in the current fiscal year, the comparative period has been adjusted accordingly.

The transaction price always corresponded to the market price. As at 31 December 2021, the carrying amount corresponded to CHF 185 thousand (31 December 2020: CHF 165 thousand).

The annual average number of full-time equivalents was below 10 for the reporting year and the comparative period.

 

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. No conversion or option rights for member of the Board or Management existed as at 31 December 2020. 

The following are the details of the allocation:

The shares were allocated to the members of the Board of Directors on 4 January 2021.

The shares (RSU) were allocated to the CEO on 15 March 2021.

The expenses from the CEO's share-based payment is recognised over the vesting period. As of the balance sheet date of 31 December 2021, a liability of CHF 38 thousand (31 December 2020: CHF 17 thousand) was recognised from this allocation.

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. As at 31 December 2021, the value of the associated contingent liability is estimated at CHF 122,416 thousand (31 December 2020: CHF 119,599 thousand).

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.