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3 Information relating to income statement and balance sheet items

3.1 Income from investments

Income from investments consists of a dividend received from SIG Combibloc Holdings S.à r.l. of CHF 116,138.0 thousand (CHF 125,227.2 thousand in the year ended 31 December 2019), which was mainly used to pay a dividend of CHF 121,620.2 thousand to the shareholders in the year ended 31 December 2020 (a dividend of CHF 112,011.6  thousand in the year ended 31 December 2019).

3.2 Other income and other operating expenses

Other operating income primarily consists of management fees charged to direct or indirect subsidiaries. Other operating expenses primarily consist of fees paid to the Board of Directors and consultancy costs.

3.3 Personnel expenses

Personnel expenses in the year ended 31 December 2020 include an amount of CHF 5,664.4 thousand of termination benefits (including non-compete agreements) relating to two former members of the Group Executive Board. The Chief Executive Officer (Rolf Stangl) and the Chief Market Officer (Markus Boehm) both left the Company in 2020 as further described in notes 4 and 29 of the consolidated financial statements of the Company for the year ended 31 December 2020. Their terminations also resulted in the forfeiture of a number of performance share units (“PSUs”) granted under the 2019 and 2020 share-based payments plans, which has been reflected in the measurement of the amount recognised as a share-based payment expense in the year ended 31 December 2020 (as part of personnel expenses). See also notes 3.11 and 4.3.

3.4 Trade receivables

Trade receivables due from Group companies as of 31 December 2020 include management fees charged to direct or indirect subsidiaries for 2020 in the amount of CHF 7,865.2 thousand (CHF 7,565.9 thousand as of 31 December 2019).

3.5 Current interest-bearing receivables

Current interest-bearing receivables due from Group companies for the year ended 31 December 2019 included an interest-bearing inter-company EUR loan granted to SIG Combibloc Services AG, which was repaid in 2020.

3.6 Investments

The following subsidiary is directly held by the Company.

 

 

 

 

As of 31 Dec. 2020

 

As of 31 Dec. 2019

Name and legal form

 

Registered office

 

Capital

 

Votes

 

Capital

 

Votes

SIG Combibloc Holdings S.à r.l.

 

6C. rue Gabriel Lippmann
L-5365 Munsbach

 

100%

 

100%

 

100%

 

100%

The subsidiaries indirectly held by the Company are listed in note 26 of the consolidated financial statements of the Company for the year ended 31 December 2020.

3.7 Trade payables

Trade payables due to Group companies as of 31 December 2020 and 31 December 2019 mainly relate to intra-group recharges.

3.8 Current interest-bearing liabilities

Current interest-bearing liabilities due to Group companies for the year ended 31 December 2020 include an interest-bearing inter-company CHF loan and an interest-bearing inter-company EUR loan from SIG Combibloc Services AG. Only the EUR loan was included in the balance for the year ended 31 December 2019.

3.9 Other current liabilities

For the year ended 31 December 2020, an amount of CHF 3,010.7 thousand representing the current portion of the termination benefits relating to two former members of the Group Executive Board is included in other current liabilities.

3.10 Accrued expenses

Accrued expenses for the year ended 31 December 2020 primarily consist of employee benefit obligations of CHF 2,365.8 thousand (CHF 2,610.7 thousand as of 31 December 2019). There were no payments outstanding to the pension funds as of 31 December 2020 or 31 December 2019.

3.11 Non-current liabilities

For the year ended 31 December 2020, an amount of CHF 2,326.1 thousand representing the non-current portion of the termination benefits (including non-compete agreements) relating to two former members of the Group Executive Board is included in non-current liabilities (see also note 3.3). The remaining balance primarily consists of liabilities arising due to share-based payment plans and arrangements for certain members of management and Board of Directors as described in note 31 of the consolidated financial statements of the Company for the year ended 31 December 2020.

3.12 Share capital

As of 31 December 2020, the share capital consists of 320,053,240 shares, issued and fully paid, representing CHF 3.2 million of share capital (also as of 31 December 2019).

Authorised share capital and conditional share capital

The Company has authorised share capital and conditional share capital of CHF 640,106.48 each as of 31 December 2020 and 31 December 2019.

The Board of Directors’ authority to increase the share capital out of authorised share capital is limited until 7 April 2022. Capital increases from authorised and conditional share capital are mutually exclusive, i.e. they are subject to a single combined limit, and may not exceed 64,010,648 shares (equalling CHF 640,106.48 or 20% of the existing share capital). However, the shares issued from authorised and conditional share capital under the exclusion of subscription and advance subscription rights, respectively, is limited until 7 April 2022 to a single combined maximum of 32,005,324 shares (equalling CHF 320,053.24 or 10% of existing share capital).

The authorised share capital can be used for various purposes. This creates a flexibility to seek additional capital, if required. The conditional share capital is divided into CHF 160,026.62 for employee benefit plans and CHF 480,079.86 for equity linked financing instruments. See note 4.4 for information about a planned issue of SIG ordinary shares out of the authorised share capital of the Company in the first quarter of 2021.

3.13 Capital contribution reserve

The capital contribution reserve consists of the following:

(In CHF thousand)

 

Balance

Capital contribution reserve as of 1 January 2019

 

2,442,827.8

Dividend payment of CHF 0.35 per share out of the capital contribution reserve

 

(112,018.6)

Dividend not paid on treasury shares held by the Company

 

7.0

Capital contribution reserve as of 31 December 2019

 

2,330,816.2

Capital contribution reserve as of 1 January 2020

 

2,330,816.2

Dividend payment of CHF 0.38 per share out of the capital contribution reserve

 

(121,620.2)

Dividend not paid on treasury shares held by the Company

 

2.0

Capital contribution reserve as of 31 December 2020

 

2,209,198.0

In the revision to the capital contribution principle that took effect on 1 January 2020, withholding tax exempt distributions from the capital contribution reserve of Swiss listed companies are generally only permissible to the extent that at least the same amount is distributed out of other reserves. These provisions do not apply to repayments of “foreign capital contribution reserves”. The Company has as of 31 December 2020 a capital contribution reserve of CHF 2,209.2 million, which is confirmed by the Swiss Federal Tax Administration. Foreign capital contribution reserves included in the capital contribution reserve amount to CHF 1,184.7 million. The whole dividend paid in 2020 was distributed out of foreign capital contribution reserves. The whole dividend to be proposed to the Annual General Meeting in April 2021 is expected to be distributed out of foreign capital contribution reserves.

3.14 Treasury shares

The movement in treasury shares during the year was as follows:

 

 

2020

 

2019

(Number of treasury shares or in CHF thousand)

 

Number

 

Amount

 

Number

 

Amount

Balance as of 1 January

 

6,158

 

(77.1)

 

 

Purchases

 

40,000

 

(665.1)

 

47,000

 

(532.5)

Transfer under share-based payment plans and arrangements

 

(39,884)

 

627.6

 

(40,842)

 

455.4

Balance as of 31 December

 

6,274

 

(114.6)

 

6,158

 

(77.1)

No treasury shares are held by the Company’s subsidiaries or joint ventures.