Financial Report – Financial statements of
Zehnder Group AG
Notes to the financial statements of Zehnder Group AG
PwC Schweiz PwC SwitzerlandGeneral comments
As Zehnder Group AG has a pure holding company function, the point must be made that the income development of this company in no way reflects the present or future profitability of Zehnder Group. Hence the development of the Group as set out in the consolidated financial statements – and not the individual financial statements of Zehnder Group AG – is decisive for the Board of Directors for their dividend proposal. The aim of the dividend policy laid down by the Board of Directors is to pay out some 30 to 50% of the consolidated net profit of Zehnder Group to its shareholders.
1. Other short-term receivables
|
CHF million |
31.12.2020 |
31.12.2019 |
|
Accounts receivable from Group companies |
3.5 |
2.7 |
|
Total |
3.5 |
2.7 |
2. Financial assets
|
CHF million |
31.12.2020 |
31.12.2019 |
|
Loans to third parties |
– |
0.2 |
|
Loans to Group companies |
100.9 |
107.6 |
|
Total |
100.9 |
107.8 |
3. Participations
The directly or indirectly held majority interests which are material are included in the Overview of companies table set out in the consolidated financial statements in this Financial Report.
4. Short-term interest-bearing liabilities
|
CHF million |
31.12.2020 |
31.12.2019 |
|
Loans from Group companies |
10.4 |
5.1 |
|
Total |
10.4 |
5.1 |
5. Other short-term liabilities
|
CHF million |
31.12.2020 |
31.12.2019 |
|
Other short-term liabilities to third parties |
0.1 |
0.1 |
|
Total |
0.1 |
0.1 |
6. Share capital
|
|
Registered shares A units 2020 |
Registered shares B units 2020 |
Value CHF 2020 |
Registered shares A units 2019 |
Registered shares B units 2019 |
Value CHF 2019 |
|
Total registered shares A as of 1.1. |
9,756,000 |
|
487,800 |
9,756,000 |
|
487,800 |
|
Total registered shares B as of 1.1. |
|
9,900,000 |
99,000 |
|
9,900,000 |
99,000 |
|
Total at 31.12. |
9,756,000 |
9,900,000 |
586,800 |
9,756,000 |
9,900,000 |
586,800 |
As in 2019, total share capital amounted to CHF 0.6 million, corresponding to EUR 0.4 million at the exchange rate of 1 January 2003. It is made up of 9,756,000 registered shares A with a par value of CHF 0.05 each and 9,900,000 registered shares B with a par value of CHF 0.01 each.
The unlisted registered shares B (CHF 0.01 nominal value) are all directly or indirectly held by members of the Zehnder family or by persons closely associated with the family. The great majority of the registered shares B is owned by Graneco AG (Switzerland). On the balance sheet date, Graneco AG and its shareholders held 51.7% of the company’s restricted shares and voting rights.
7. Own shares
The development of this item can be seen in the table below.
|
|
Registered shares A units 2020 |
Value per share CHF 2020 |
Value CHF 2020 |
Registered shares A units 2019 |
Value per share CHF 2019 |
Value CHF 2019 |
|
Own shares at 1.1., trading portfolio |
110,524 |
41.34 |
4,568,660 |
157,509 |
41.39 |
6,518,538 |
|
Shares sold |
– 56,095 |
44.00 |
– 2,468,180 |
– 53,545 |
35.10 |
– 1,879,430 |
|
Gain/(loss) from sale |
|
|
140,238 |
|
|
– 430,164 |
|
Shares bought |
50,000 |
43.85 |
2,192,493 |
– |
– |
– |
|
Reclassifications |
– |
– |
– |
6,560 |
54.83 |
359,716 |
|
Own shares at 31.12., trading portfolio |
104,429 |
42.45 |
4,433,210 |
110,524 |
41.34 |
4,568,660 |
|
Own shares at 1.1., long-term stock option plan |
– |
– |
– |
6,560 |
54.83 |
359,716 |
|
Shares sold |
– |
– |
– |
– |
– |
– |
|
Gain/(loss) from sale |
|
|
– |
|
|
– |
|
Shares bought |
– |
– |
– |
– |
– |
– |
|
Reclassifications |
– |
– |
– |
– 6,560 |
54.83 |
– 359,716 |
|
Own shares at 31.12., long-term stock option plan |
– |
– |
– |
– |
– |
– |
|
Total securities at 1.1. |
110,524 |
|
4,568,660 |
164,069 |
|
6,878,254 |
|
Total securities at 31.12. |
104,429 |
|
4,433,210 |
110,524 |
|
4,568,660 |
The own shares allocated to the Board of Director members are shown in item 5.1 Compensation to the Board of Directors in the business year 2020 in the Compensation Report.
8. Number of full-time positions
The holding company has no employees.
9. Pledged assets and guarantees
The company has guarantee obligations and pledged assets in favour of subsidiaries in the amount of CHF 48.8 million (2019: CHF 77.3 million).
The company belongs to a VAT group which comprises all the Swiss companies in Zehnder Group and is thus jointly and severally liable vis-à-vis the Swiss Federal Tax Administration for any VAT debts of this VAT group.
10. Disclosure of ownership structure
According to the information available to the Board of Directors, the following shareholders held more than 3% of the share capital of Zehnder Group AG as at the balance sheet date:
- Graneco AG, Gränichen (Switzerland): 15,720 registered shares A and 9,775,600 registered shares B, corresponding to 49.8% of the votes (2019: 49.8%); together with the other registered shares of the company held by the shareholders of Graneco AG, this group holds 51.7% of the voting rights;
- Credit Suisse Funds AG, Zurich (Switzerland): 773,354 registered shares A, corresponding to 3.9% of the votes (2019: 4.5%).
For notification of disclosure of significant shareholdings, please refer to the website of SIX Swiss Exchange: www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html?companyId=ZEHNDER.
As at the balance sheet date, the members of the Board of Directors and of the Group Executive Committee, including persons closely associated with them, owned the following shares and options:
|
Board of Directors and Group Executive Committee |
Registered shares A units 1 2020 |
Registered shares A units 1 2019 |
Registered shares B units 2 2020 |
Registered shares B units 2 2019 |
|
Hans-Peter Zehnder 4 |
210,846 |
203,878 |
20,000 |
20,000 |
|
Chairman of the Board |
1.1% 3 |
1.0% 3 |
0.1% 3 |
0.1% 3 |
|
Thomas Benz |
37,301 |
35,331 |
– |
– |
|
Vice Chairman of the Board up to 2 April 2020 |
0.2% 3 |
0.2% 3 |
|
|
|
Jörg Walther |
8,335 |
6,530 |
– |
– |
|
Vice Chairman of the Board since 2 April 2020 |
|
|
|
|
|
Urs Buchmann |
18,962 |
16,993 |
– |
– |
|
Member of the Board |
0.1% 3 |
0.1% 3 |
|
|
|
Riet Cadonau |
10,065 |
8,260 |
– |
– |
|
Member of the Board |
0.1% 3 |
|
|
|
|
Daniel Frutig |
1,313 |
– |
– |
– |
|
Member of the Board from 28 March 2019 up to 2 April 2020 |
|
|
|
|
|
Ivo Wechsler |
1,641 |
– |
– |
– |
|
Member of the Board since 28 March 2019 |
|
|
|
|
|
Milva Zehnder |
6,062 |
4,749 |
– |
– |
|
Member of the Board |
|
|
|
|
|
Matthias Huenerwadel |
10,726 |
5,800 |
– |
– |
|
Chairman of the Group Executive Committee, CEO |
0.1% 3 |
|
|
|
|
René Grieder |
17,850 |
14,780 |
– |
– |
|
CFO |
0.1% 3 |
0.1% 3 |
|
|
|
Johannes Bollmann |
2,610 |
1,160 |
– |
– |
|
Competence Center Comfosystems since 4 April 2019 |
|
|
|
|
|
Tomasz Juda |
2,800 |
2,800 |
– |
– |
|
Competence Center Radiators up to 31 May 2020 |
|
|
|
|
|
Jörg Metzger |
– |
– |
– |
– |
|
Competence Center Radiators since 11 May 2020 |
|
|
|
|
|
Cyril Peysson |
45,557 |
42,792 |
– |
– |
|
Sales Europe/Middle East/Africa (EMEA) |
0.2% 3 |
0.2% 3 |
|
|
|
Olaf Schulte |
– |
475 |
– |
– |
|
Competence Center Comfosystems up to 3 April 2019 |
|
|
|
|
1 Provided they were acquired under the employee share ownership programme, some of these shares may be subject to a restriction period (see Compensation Report).
2 The registered shares B are not listed.
3 Share of total votes in % (only if ≥ 0.1%)
4 Excluding Graneco AG, in which Hans-Peter Zehnder holds a 58.4% stake.
11. Net release of hidden reserves
The total net release of hidden reserves amounts to CHF 15.0 million (2019: CHF 0.0 million).
12. Events after the balance sheet date
Following on from the 3 November 2020 announcement of the takeover of Zhongshan Fortuneway Environmental Technology Co., Ltd, headquartered in Zhongshan (Guangdong province, China), the effective transfer of control (closing) is likely to take place in the first half of 2021.
Apart from this, there were no extraordinary pending transactions, risks or further events after the balance sheet date which should be set out in the financial statements.