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4 Other information

4.1 Employees

The number of full-time equivalent employees in 2021 and 2020 did not exceed ten on an annual average basis.

4.2 Significant shareholders

According to the disclosure notifications reported to the Company and published by the Company via the electronic publishing platform of SIX Swiss Exchange, the following shareholders had holdings of 3% or more of the voting rights of the Company as of 31 December 2021 and 2020.

 

 

Voting rights as of1

Significant shareholders

 

31 Dec. 2021

 

31 Dec. 2020

Haldor Foundation2

 

9.95%

 

6.00%

Fahad al Obeikan3

 

 

5.46%

Fahad al Obeikan4, Andreas Boy and André Rosenstock

 

5.18%

 

Norges Bank (the Central Bank of Norway)

 

4.96%

 

5.94%

BlackRock Inc (Mother company)

 

3.57%/0.01%

 

3.57%/0.01%

UBS Fund Management (Switzerland) AG

 

3.18%

 

3.18%

Ameriprise Financial, Inc.

 

3.17%/0.002%

 

3.042%

1

When comparing the percentages of voting rights held as of 31 December 2020 and as of 31 December 2021, it should be noted that the number of the Company’s outstanding shares were increased in February 2021 (see note 3.4).

2

The direct shareholder is Winder Investment Pte Ltd.

3

As of 31 December 2020, the voting rights were reported as beneficially owned by Fahad al Obeikan, Riyadh, Saudi Arabia (with the direct shareholder being Al Obeikan Printing and Packaging Company CJS,). However, these shares were not transferred by the Company until the completion of the Group’s acquisition of the remaining shares in its two joint ventures in the Middle East on 25 February 2021. See note 3.6.

4

The direct shareholder with respect to Fahad al Obeikan as of 31 December 2021 is Al Obeikan Group for Investment Company CJS.

For further details about the significant shareholders as of 31 December 2021, refer to section 1.2 of the Corporate Governance Report. To the best of the Company’s knowledge, no other shareholder held 3% or more of SIG Combibloc Group AG’s total share capital and voting rights as of 31 December 2021 and 2020, respectively.

4.3 Shares held directly or indirectly by the Board of Directors and the Group Executive Board, including any related parties

As of 31 December 2021, the members of the Board of Directors as of that date directly and indirectly held the following number of shares and restricted share units.

Board of Directors

 

Number of directly or beneficially held shares1, 2, 3

 

Unvested restricted share units2

 

Total shareholdings

Andreas Umbach

 

90,121

 

 

90,121

Matthias Währen

 

30,206

 

 

30,206

Colleen Goggins

 

28,382

 

7,287

 

35,669

Werner Bauer

 

55,495

 

 

55,495

Wah-Hui Chu

 

41,132

 

6,949

 

48,081

Mariel Hoch

 

16,120

 

 

16,120

Abdallah al Obeikan3

 

1,853

 

 

1,853

Martine Snels

 

1,853

 

 

1,853

Nigel Wright

 

 

 

Total

 

265,162

 

14,236

 

279,398

1

Ordinary registered shares of SIG Combibloc Group AG, including blocked shares.

2

The members of the Board of Directors receive 40% of their total compensation in SIG shares that are blocked for three years. Prior to 2020, a smaller part of the share-based payment compensation was paid out in restricted share units (“RSUs”) with a three-year vesting period. Further details about the compensation of the Board of Directors, including terms, number and value of instruments granted, are included in the Compensation Report and in note 31 of the consolidated financial statements included elsewhere in this Annual Report.

3

Abdallah al Obeikan also indirectly held 1,827,110 shares via his shareholding in Al Obeikan Group for Investment Company CJS.

Abdallah al Obeikan, Chief Executive Officer of OIG and, prior to the acquisition, Chief Executive Officer of the Group’s former joint ventures in the Middle East, was elected to SIG’s Board of Directors at the Annual General Meeting in April 2021. Martine Snels was elected as a new member of SIG’s Board of Directors at the Annual General Meeting in April 2021.

As of 31 December 2020, the members of the Board of Directors as of that date directly held the following number of shares and restricted share units.

Board of Directors

 

Number of directly or beneficially held shares1, 2

 

Unvested restricted share units2

 

Total shareholdings

Andreas Umbach

 

81,026

 

 

81,026

Matthias Währen

 

26,483

 

 

26,483

Colleen Goggins

 

24,826

 

7,287

 

32,113

Werner Bauer

 

51,939

 

-

 

51,939

Wah-Hui Chu

 

37,741

 

6,949

 

44,690

Mariel Hoch

 

12,564

 

 

12,564

Nigel Wright

 

 

 

Total

 

234,579

 

14,236

 

248,815

1

Ordinary registered shares of SIG Combibloc Group AG, including blocked shares.

2

The members of the Board of Directors receive 40% of their total compensation in SIG shares that are blocked for three years. Prior to 2020, a smaller part of the share-based payment compensation was paid out in restricted share units (“RSUs”) with a three-year vesting period. Further details about the compensation of the Board of Directors, including terms, number and value of instruments granted, are included in the Compensation Report and in note 31 of the consolidated financial statements included elsewhere in this Annual Report.

As of 31 December 2021 and 31 December 2020, the members of the Group Executive Board as of these dates held the following number of shares and performance share units.

 

 

As of 31 Dec. 2021

 

As of 31 Dec. 2020

Group Executive Board

 

Number of directly or beneficially held shares1

 

Unvested performance share units2

 

Number of directly or beneficially held shares1

 

Unvested performance share units2

Samuel Sigrist, Chief Executive Officer

 

200,063

 

194,901

 

200,063

 

135,510

Rolf Stangl

 

 

 

 

56,200

Frank Herzog

 

 

33,618

 

 

Ian Wood

 

75,000

 

119,450

 

75,000

 

92,556

Abdelghany Eladib

 

7,420

 

13,447

 

 

Lawrence Fok

 

188,572

 

49,705

 

268,572

 

77,320

Martin Herrenbrück

 

 

 

50,000

 

15,807

José Matthijsse

 

 

13,447

 

 

Ricardo Rodriguez

 

250,002

 

97,491

 

250,002

 

77,320

Total

 

721,057

 

522,059

 

843,637

 

454,713

1

Ordinary registered shares of SIG Combibloc Group AG.

2

Members of the Group Executive Board participate in a share-based long-term incentive plan under which they are granted performance share units (“PSUs”) on an annual basis. One PSU represents the contingent right to receive one SIG share. Vesting occurs three years after the grant date. The exact number of PSUs that vests depends on the long-term performance of SIG during the vesting period. Further details about the incentive plans, including terms, number and value of instruments granted, are included in the Compensation Report and in note 31 of the consolidated financial statements included elsewhere in this Annual Report.

The Company has implemented or initiated organisational changes in its Group Executive Board in both the year ended 31 December 2021 and the year ended 31 December 2020 (see also note 3.3).

Samuel Sigrist (Chief Financial Officer until 31 December 2020) was appointed Chief Executive Officer effective 1 January 2021 following the voluntary departure of the former Chief Executive Officer (Rolf Stangl) on 31 December 2020. On 1 January 2021, Frank Herzog was appointed as Chief Financial Officer. The position of Chief Market Officer (formerly held by Markus Boehm) was eliminated in August 2020. Martin Herrenbrück, who held the position of President and General Manager of Europe, voluntarily left the Group as of 31 December 2020. José Matthijsse took over his position as President and General Manager of Europe effective 1 February 2021.

Abdelghany Eladib took on the newly created role of President and General Manager of Middle East and Africa effective 28 February 2021.

Lawrence Fok announced on 29 October 2021 that he would leave his role as President and General Manager of Asia Pacific as of 31 December 2021. He will leave the Group in 2022, after a transition period. Due to the Group’s growth in Asia Pacific, his role in the Group Executive Board has been taken over by two executives with effect from 1 January 2022. Fan Lidong has taken on the newly created role of President and General Manager of Asia Pacific North. Angela Lu has taken on the newly created role of President and General Manager of Asia Pacific South.

Suzanne Verzijden joined the Group Executive Board as Chief People and Culture Officer, effective as of 1 January 2022.

4.4 Other

Announcement of agreement to acquire Evergreen’s fresh carton business in Asia Pacific

The Group announced on 5 January 2022 that it has entered into an agreement to acquire Evergreen’s fresh carton business in Asia Pacific (“Evergreen Asia”) from Evergreen Packaging International LLC. The acquisition is expected to close in the second or third quarter of 2022. The closing is subject to customary closing conditions, including approvals from regulatory authorities.

The consideration for the shares of the Evergreen entities will be based on an enterprise value of $335 million (subject to customary closing adjustments) on a cash-free, debt-free basis and will be paid in cash at the closing of the acquisition. The final consideration will be determined at the time of the completion settlement. The acquisition will initially be financed through a bridge facility of €300 million with a maturity of up to 18 months, which will be refinanced with long-term financing arrangements.

See note 4 of the consolidated financial statements of the Company for the year ended 31 December 2021 for additional details about the acquisition.

Announcement of agreement to acquire Scholle IPN

The Group announced on 1 February 2022 that it has entered into an agreement to acquire 100% of Scholle IPN from CLIL Holding B.V.. Scholle IPN is a leading innovator of sustainable packaging systems and solutions for food and beverages. It is the global leader in bag-in-box and number two in spouted pouches. The acquisition is expected to close in the second or the third quarter of 2022. The closing is subject to customary closing conditions, including approvals from regulatory authorities.

The consideration for the shares of Scholle IPN will be based on an enterprise value of €1.36 billion (at an USD/EUR exchange rate of 1.12862) and an estimated net debt position of €310 million as of 31 December 2021, reflecting an equity value of €1.05 billion.

The consideration will be split into cash of €370 million (subject to customary closing adjustments) and 33.75 million newly issued shares, to be transferred at the closing of the acquisition, and a contingent consideration. The new shares will be issued out of authorised share capital. The existing debt of Scholle IPN will be refinanced at closing. The final consideration, excluding the contingent consideration, will be determined at the time of the completion settlement. The contingent consideration depends on Scholle IPN outperforming the top-end of the Group’s mid-term revenue growth guidance of 4–6% per year for the years ending 31 December 2023, 2024 and 2025, and would be paid in cash in three annual instalments of up to €89 million ($100 million) per year. The consideration to be paid in cash at closing and the repayment of existing debt will be financed via a bridge facility with a maturity of up to 18 months, which is expected to be refinanced through a combination of long-term debt and a share capital increase of approximately €200–250 million.

The current owner of Scholle IPN, Laurens Last, will become the largest single shareholder in SIG after closing of the acquisition with an approximate shareholding of 9.1% (with a lock-up period of 18 to 24 months). He will also be nominated for election to the Board of Directors of SIG at the forthcoming Annual General Meeting on 7 April 2022. Ross Bushnell, CEO of Scholle IPN, will join SIG’s Group Executive Board subject to and as of closing of the acquisition.

See note 4 of the consolidated financial statements of the Company for the year ended 31 December 2021 for additional details about the acquisition.

COVID‑19

Management evaluates on an ongoing basis how the effects of COVID‑19 impact the Group’s financial position and performance. The progress of the business during the pandemic has shown that the Group is well placed to withstand the effects of COVID‑19 due to its role in the supply chain for essential food and beverages and its broad geographic reach. As the Group and its customers are in an industry that assures the distribution of essential food and beverages, the Group overall has not been, and is currently not, significantly impacted by the COVID‑19 pandemic. Significant judgements are involved regarding the assessment of the impacts of COVID‑19 on the global economy. New facts and circumstances, such as supply chain disruptions, new mutations of the virus and more restrictive quarantine rules, may lead to adjustments of management’s current estimates and assumptions.

Other remarks

There have been no events subsequent to 31 December 2021 that would require an adjustment to or disclosure in these financial statements except for the disclosures above regarding the planned acquisitions of Evergreen Asia and Scholle IPN and in note 4.3 relating to organisational changes in the Group Executive Board effective as of 1 January 2022.

There are no further items to disclose according to Art. 959c of Swiss Code of Obligations.