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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 142,974.0 thousand (CHF 116,138.0 thousand in the year ended 31 December 2020), which was mainly used to pay a dividend of CHF 141,758.8 thousand to the shareholders in the year ended 31 December 2021 (a dividend of CHF 121,620.2 thousand in the year ended 31 December 2020).

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 included 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 who left the Company in 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. The terminations have been reflected in the measurement of the amount recognised as a share-based payment expense (as part of personnel expenses). See also notes 3.11 and 4.3. No termination benefits were recognised in the year ended 31 December 2021.

3.4 Trade receivables

Trade receivables due from Group companies as of 31 December 2021 and 31 December 2020 mainly consist of management fees charged to direct or indirect subsidiaries.

3.5 Current interest-bearing receivables

Current interest-bearing receivables due from Group companies for the year ended 31 December 2021 consist of an interest-bearing inter-company CHF loan due from SIG Combibloc Services AG (see also note 3.6).

3.6 Investments

The following subsidiary is directly held by the Company.

 

 

 

 

As of 31 Dec. 2021

 

As of 31 Dec. 2020

Name and legal form

 

Registered office

 

Capital

 

Votes

 

Capital

 

Votes

SIG Combibloc Holdings S.à r.l.

 

7, rue Robert Stumper L – 2557 Luxembourg Grand Duchy of Luxembourg

 

100%

 

100%

 

100%

 

100%

On 25 February 2021, the Company acquired the remaining 50% of the shares of the Group’s two joint ventures in the Middle East (“the acquisition”) from the joint venture partner Al Obeikan Group for Investment Company CJS (“OIG”) for a consideration of €490.3 million (CHF 543.1 million), split into cash of €167.0 million (CHF 185.0 million) and 17,467,632 newly issued SIG ordinary shares with a fair value of €323.3 million (CHF 358.1 million) at the time of closing. The two former joint ventures (Al Obeikan SIG Combibloc Company Ltd. in Saudi Arabia and SIG Combibloc FZCO in UAE) have thereby become fully owned subsidiaries of the Group.

The new SIG shares were issued out of authorised share capital on 22 February 2021 under exclusion of the subscription rights of the existing shareholders (see note 3.12).

The shares of the former joint ventures were subsequently transferred by the Company to SIG Combibloc Services AG against a loan receivable of €490.3 million (CHF 538.4 million), which has been partly offset by an interest-bearing inter-company CHF loan from SIG Combibloc Services AG. See notes 3.5 and 3.8.

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 2021.

3.7 Trade payables

Trade payables due to Group companies as of 31 December 2021 and 31 December 2020 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 included an interest-bearing inter-company CHF loan and an interest-bearing inter-company EUR loan from SIG Combibloc Services AG. The interest-bearing inter-company EUR loan was partially repaid during 2021, while the interest-bearing inter-company CHF loan was used to offset a loan receivable. See note 3.6.

3.9 Other current liabilities

For the year ended 31 December 2021, other current liabilities include an amount of CHF 2,418.5 thousand for the remaining termination benefits (including non-compete agreements) relating to two former members of the Group Executive Board who left the Company in 2020. See notes 3.3 and 3.11.

Other current liabilities for the year ended 31 December 2021 also include an amount of CHF 3,024.6 thousand for liabilities arising due to share-based payment plans and arrangements (granted in 2019) for certain members of management and Board of Directors. See also note 3.11. For additional information about these plans and arrangements, see note 31 of the consolidated financial statements of the Company for the year ended 31 December 2021.

For the year ended 31 December 2020, other current liabilities included an amount of CHF 3,010.7 thousand for the then current portion of termination benefits relating to two former members of the Group Executive Board who left the Company in 2020. See notes 3.3 and 3.11.

3.10 Accrued expenses

Accrued expenses for the year ended 31 December 2021 primarily consist of employee benefit obligations of CHF 2,782.1 thousand (CHF 2,365.8 thousand as of 31 December 2020). There were no payments outstanding to the pension funds as of 31 December 2021 or 31 December 2020.

3.11 Non-current liabilities

For the year ended 31 December 2021, non-current liabilities primarily consist of liabilities arising due to share-based payment plans (granted in 2020 and 2021) for certain members of management. See also note 3.9 above and note 31 of the consolidated financial statements of the Company for the year ended 31 December 2021.

For the year ended 31 December 2020, non-current liabilities included an amount of CHF 2,326.1 thousand for the then estimated non-current portion of termination benefits (including non-compete agreements) relating to two former members of the Group Executive Board who left the Company in 2020 (see also notes 3.3 and 3.9). The remaining balance primarily consisted of liabilities arising due to share-based payment plans and arrangements (granted in 2019 and 2020) for certain members of management and Board of Directors (see also note 3.9).

3.12 Share capital

As of 31 December 2021, the share capital consists of 337,520,872 shares, issued and fully paid, representing CHF 3.4 million of share capital (320,053,240 shares, issued and fully paid, representing CHF 3.2 million of share capital as of 31 December 2020).

The below table provides an overview of the shares in issue.

Number of shares

 

Total shares

Balance as of 1 January 2020

 

320,053,240

Balance as of 1 January 2021

 

320,053,240

Issue of shares on 22 February 2021

 

17,467,632

Balance as of 31 December 2021

 

337,520,872

Issue of shares out of authorised share capital

On 22 February 2021, the Company issued 17,467,632 ordinary shares with a nominal value of CHF 0.01 per share out of authorised share capital under exclusion of the subscription rights of the existing shareholders. SIG Combibloc Services AG acquired the newly issued shares at nominal value for CHF 174.7 thousand, paid in cash. The Company subsequently reacquired these shares, also at nominal value. The Company transferred the 17,467,632 newly issued shares to OIG on 25 February 2021 as part of the consideration for the remaining shares of the joint ventures in the Middle East. The difference between the nominal value of the issued shares and the fair value of the shares at the acquisition date is presented as part of the legal reserves. See further note 3.6 above and note 27 of the consolidated financial statements of the Company for the year ended 31 December 2021.

Authorised share capital and conditional share capital

The Company has authorised share capital of CHF 675,041.74 as of 31 December 2021 (CHF 640,106.48 as of 31 December 2020) and conditional share capital of CHF 640,106.48 (CHF 640,106.48 as of 31 December 2020).

The Board of Directors’ authority to increase the share capital out of authorised share capital is as of 31 December 2021 limited until 21 April 2023. 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 67,504,174 shares, equalling CHF 675,041.74 or 20% of the existing share capital (of which only 64,010,648 shares can be created out of conditional share capital). However, the number of shares issued from authorised and conditional share capital under the exclusion of subscription and advance subscription rights, respectively, is limited until 21 April 2023 to a single combined maximum of 33,752,087 shares, equalling CHF 337,520.87 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, for investment and acquisition opportunities or to take advantage of favourable market conditions to further improve the Group’s capital position. 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 as of 31 December 2021 (also as of 31 December 2020).

See note 4.4 for information about shares to be issued out of the Company’s authorised share capital and used in connection with the acquisition of Scholle IPN, which is expected to close in the second or third quarter of 2022.

3.13 Capital contribution reserve

The capital contribution reserve consists of the following:

(In CHF thousand)

 

Balance

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

Capital contribution reserve as of 1 January 2021

 

2,209,198.0

Additional paid-in capital from issue of shares

 

357,911.8

Dividend payment of CHF 0.42 per share out of the capital contribution reserve

 

(141,758.8)

Dividend not paid on treasury shares held by the Company

 

2.6

Capital contribution reserve as of 31 December 2021

 

2,425,353.6

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 2021, a capital contribution reserve of CHF 2,425.4 million (CHF 2,209.2 million as of 31 December 2020), which is confirmed by the Swiss Federal Tax Administration. Foreign capital contribution reserves included in the capital contribution reserve amount to CHF 1,400.9 million (CHF 1,184.7 million as of 31 December 2020). The whole dividend paid in 2020 and 2021 was distributed out of foreign capital contribution reserves. The whole dividend to be proposed to the Annual General Meeting in April 2022 is expected to be distributed out of foreign capital contribution reserves.

3.14 Treasury shares

The movements in treasury shares during the year were as follows:

 

 

2021

 

2020

(Number of treasury shares or in CHF thousand)

 

Number

 

Amount

 

Number

 

Amount

Balance as of 1 January

 

6,274

 

(114.6)

 

6,158

 

(77.1)

Purchases

 

26,739

 

(670.4)

 

40,000

 

(665.1)

Transfer under share-based payment plans and arrangements

 

(30,583)

 

731.3

 

(39,884)

 

627.6

Balance as of 31 December

 

2,430

 

(53.7)

 

6,274

 

(114.6)

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