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.
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 | 31.12.2022 | 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).
Company, domicile | Capital in CHF 31.12.2022 | Capital in CHF 31.12.2021 | Votes and capital 31.12.2022 | Votes and capital 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 |
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.
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).
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 |
31.12.2021 |
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 | 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).