Notes to the individual financial statements

1 Principles

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.

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 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.

 

2 Information on balance sheet and income statement items

in CHF thousands 2022 2021
Items charged to group companies 3,612 2,534
Total other income 3,612 2,534

This item includes personnel expenses and other operating expenses charged to group companies.

in CHF thousands 2022 2021
Wages and salaries (1,396) (961)
Share-based payments (311) (257)
Pensions expenses (136) (85)
Social security expenses (143) (105)
Other personnel expenses (49) (36)
Total personnel expenses (2,035) (1,444)

 

in CHF thousand 2022 2021
Capital increase expenses (211) (32)
Expenses general assembly (37) (40)
Accounting and consulting expenses (831) (429)
Marketing (431) (392)
Administrative expenses (47) (66)
Total other operating expenses (1,557) (959)

 

in CHF thousands 2022 2021
Interest income from group companies 185 -
Income from treasury shares 2 18
Total financial income 187 18

 

in CHF thousands 31.12.2022 31.12.2021
VAT receivables 7 11
Receivables from third parties 2 2
Receivables from group companies in which the entity holds a direct or indirect investment 11,615 71
Total other current receivables 11,624 84

Current receivables from group companies in which the entity holds a direct or indirect investment comprise the dividend resolved on 12 December 2022 in the extraordinary general assembly of Ina Invest Ltd amounting to CHF 11,615 thousand (31 December 2021: 0).

in CHF thousands 31.12.2022 31.12.2021
Accrued income and prepaid expenses third parties 22 -
Accrued income and prepaid expenses group companies in which the entity holds a direct or indirect investment 3,612 1,278
Total accrued income and prepaid expenses 3,634 1,278

 

in CHF thousands 31.12.2022 31.12.2021
Loans towards group companies in which the entity holds a direct or indirect investment 19,506 -
Total financial assets 19,506 -
Company, domicile

Capital in CHF
thousands

31.12.2022

Capital in CHF
thousands

31.12.2021

Votes and capital
share

31.12.2022

Votes and capital
share

31.12.2021

Direct Investments        
Ina Invest Ltd, Opfikon 202 202 57.5% 57.5%
Indirect Investments        
Ina Invest Development Ltd, Opfikon 200 110 69.1% 100.0%
CERES Group Holding Ltd, Pratteln* 250 - 100.0% -
Buss Immobilien und Service Ltd, Pratteln* 5,000 - 100.0% -
Bredella Ltd, Pratteln* 500 - 100.0% -

 

*Companies were acquired as of 21 January 2022.

All direct and indirect investments are included in the scope of consolidation.

Implenia Ltd is the minority shareholder that holds the remaining 42.5% of voting rights and shares (31 December 2021: 42.5%) of Ina Invest Ltd.

in CHF thousands

31.12.2022

31.12.2021

Liabilities due to group companies in which the entity holds a direct or indirect investment 1,649 -
Total other current interest-bearing financial liabilities 1,649 -
in CHF thousands 31.12.2022 31.12.2021
Liabilities due to third parties 34 84
Total other current liabilities 34 84

 

in CHF thousands 31.12.2022 31.12.2021
Accrued expenses and deferred income third parties 711 478
Accrued expenses and deferred income governing bodies 139 138
Accrued tax expenses 83 -
Total accrued expenses and deferred income 933 616

 

in CHF thousands 31.12.2022 31.12.2021
Liabilities to group companies in which the entity holds a direct or
indirect investment
1,539 1,539
Total non-current interest-bearing financial liabilities 1,539 1,539

 

in CHF thousands 31.12.2022 31.12.2021
9,753,216 registered shares at a nominal amount of CHF 0.03
(31 December 2021: 8,866,560 registered shares)
293 266
Total share capital 293 266

 

Authorised share capital
A capital increase from authorised capital was carried out on 19 January 2022, in course of which 886,656 shares with a nominal value of CHF 0.03 each were issued.

 

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 31.12.2022 31.12.2021
Reserves from capital contributions 139,615 120,330
Other capital reserves 6,561 6,366
Total statutory capital reserves 146,176 126,696
Number of registered shares 2022 2021
Balance as at 01.01. 9,958 9,500
Acquisition of treasury shares 9,500 8,542
Sale of treasury shares (143) -
Transfer of vested shares (9,815) (8,084)
Balance as at 31.12. 9,500 9,958

The purchase and sale prices of treasury shares always corresponded to market prices. In the reporting period, the average purchase price per share was CHF 19.45 (31 December 2021: CHF 18.66). The average transaction price on the sale of treasury shares was CHF 18.38 per share. The transfer of vested shares was recognised at historical costs, which amounted to CHF 18.62 per share (31 December 2021: CHF 17.25). As at 31 December 2022, the carrying amount corresponded to CHF 185 thousand (31 December 2021: CHF 185 thousand).

 

3 Other information

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

Shareholder 31.12.2022
Votes
31.12.2021
Votes
Max Rössler 16.56% 16.56%
Swiss Life Holding AG 13.72% 15.09%
Norbert Ketterer 12.52% 12.52%
CACEIS (Switzerland) SA 10.10% 5.06%
Hermann Alexander Beyeler 9.09% -
Rudolf Maag 4.92% 5.41%

 

Board of Directors 31.12.2022
Number of shares
31.12.2021
Number of shares
Stefan Mächler, Chairman of the Board of Directors 15,508 11,939
Christoph Caviezel, Vice Chairman of the Board of Directors 7,255 3,950
Hans Ulrich Meister, member of the Board of Directors 39,870 38,264
André Wyss, member of the Board of Directors 59,231 47,797
Marie-Noëlle Zen-Ruffinen, member of the Board Directors 2,929 1,323

 

Management

 

31.12.2022
Number of shares

 

31.12.2021
Number of shares

Marc Pointet, CEO - -
Daniel Baumann, CFO 266 NA

The Board members as well as the CEO and CFO 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.

The following are the details of the allocation:

  31.12.2022
Number
of shares
31.12.2021
Number
of shares
31.12.2022
Value in TCHF
31.12.2021
Value in TCHF
Allocated to members of the Board of Directors 9,815 8,084 183 157
Allocated to Management - - - -

The shares were allocated to the members of the Board of Directors on 4 January 2021 and 3 January 2022.

 

31.12.2022
Number
of shares

31.12.2021
Number
of shares
31.12.2022
Value in TCHF
31.12.2021
Value in TCHF
Allocated to members of the Board of Directors - - - -
Allocated to Group Management 7,704 3,182 113 38

The shares (RSU) were allocated to the CEO and CFO on 15 March 2021 and 15 March 2022.

The expenses from CEO and CFO's share-based payments are recognised over the vesting period. As of the balance sheet date of 31 December 2022, a liability of CHF 88.8 thousand (31 December 2021: CHF 38 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 2022, the value of the associated contingent liability is estimated at CHF 141,628 thousand (31 December 2021: CHF 122,416 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.

 

Proposed appropriation of available earnings

TCHF 31.12.2022 31.12.2021
Loss carried forward (7,163) (7,266)
Profit for the year 11,747 103
Retained earnings/(loss carried forward) 4,584 (7,163)
Treasury shares (185) (185)
Total at the disposal of the general assembly 4,399 (7,348)

 

TCHF 31.12.2022 31.12.2021
./.Allocation to legal reserves - -
./. Allocation to statutory retained earnings - -
./. Dividend payments - -
Balance carryforward 4,584 (7,163)

 

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