Notes on the financial statements of CPH Chemie + Papier Holding AG

Notes

1. Loans granted to Group companies

Loans granted to Group companies decreased by CHF 19.3 million in 2022 as a result of the high free cash flow.

2. Investments

Currency

Capital in thousands

Shareholding

CPH Immobilien AG, Root, Switzerland1

CHF

500

100%

Chemistry

Zeochem AG, Rüti ZH, Switzerland1

CHF

1 000

100%

Zeochem L.L.C., Louisville, USA

USD

36 547

100%

Zeochem d.o.o., Zvornik, Bosnia-Herzegovina

BAM

2

100%

Jiangsu Zeochem Technology Co. Ltd., Lianyungang, China1

CNY

90 000

92%

Zeochem Pte. Ltd., Singapore, Singapore

SGD

1

100%

Paper

Perlen Papier AG, Root, Switzerland1

CHF

81 000

100%

Perlen Papier Immobilien AG, Root, Switzerland

CHF

1 000

100%

APS Altpapier Service Switzerland AG, Root, Switzerland

CHF

100

100%

Perlen Deutschland GmbH, Munich, Germany

EUR

100

100%

Packaging

Perlen Packaging AG, Root, Switzerland1

CHF

24 000

100%

Perlen Packaging L.L.C., Whippany, USA

USD

1 000

100%

Perlen Packaging GmbH, Müllheim, Germany

EUR

1 300

100%

Perlen Packaging (Suzhou) Co., Ltd., Suzhou, China

USD

13 000

100%

Perlen Packaging Anápolis Indústria e Comércio Ltda., Anápolis, Brazil

BRL

2 464

100%

1 Directly held by CPH Chemie + Papier Holding AG

Investments remained unchanged in 2022. CPH Immobilien AG, Root (Switzerland) was founded on 29 April 2021. CPH Chemie + Papier Holding AG absorbed Uetikon Industrieholding AG by merger on 11 June 2021. As a result, the latter’s UBV Immobilien Treuhand Perlen AG subsidiary was also merged into CPH Immobilien AG on 22 November 2021.

Value adjustments of CHF 77.4 million were effected in 2021 in view of the negative equity development resulting from impairments to the fixed assets of the Paper Division. At the same time, the value adjustments in the Chemistry Division were reduced by CHF 15.3 million in the light of positive business developments.

3. Interest-bearing liabilities

Interest-bearing liabilities include the unsecured 2% CHF 100 million corporate bond maturing on 12 October 2023. As part of the Group’s cash management, CHF 1.3 million thereof was repurchased via the stock exchange in 2022, resulting in an outstanding bond liability of CHF 98.7 million on 31 December 2022 (prior year: CHF 100.0 million).

The CHF 2.0 million interest payable on this bond is included in interest expense (prior year: CHF 2.0 million).

4. Share capital

The share capital of CHF 1.2 million consists of 6 000 000 registered shares of CHF 0.20 nominal value (unchanged from the prior year).

5. Treasury shares

A total of 3 345 (prior year: 5 593 ) treasury shares were purchased in 2022 at an average purchase price of CHF 63.62 per share (prior year: CHF 70.45). No such shares were sold in 2022 (prior year: 3 287 treasury shares sold at an average sale price of CHF 71.49). A total of 1 433 shares (prior year: 1 341 ) with a vesting period of three years (with no further performance, profit or other vesting conditions) were definitively awarded in 2022 in the form of share-based remuneration. The resulting personnel expense at a share price on assignment of CHF 62.78 per share (prior year: CHF 66.80) amounted to CHF 0.1 million (prior year: CHF 0.1 million). A further 1 912 shares (prior year: 1 341 ) at an average transaction price of CHF 62.78 per share (prior year: CHF 66.80) were transferred to Group companies for their share-based remuneration.

6. Significant shareholders

31.12.2022

31.12.2021

Shareholders’ group Swiss Industrial Finance AG, Zurich, Switzerland (14.8%) and Elly Schnorf-Schmid Foundation, Zurich, Switzerland (18.8%, up to 29.11.2022 Elly Schnorf-Schmid Estate, Zurich, Switzerland), represented by Peter Schaub, Uster, Switzerland

33.6%

33.6%

J. Safra Sarasin Investmentfonds AG, Basel, Switzerland

6.6%

5.0%

7. Shares held by members of the Board of Directors and the Executive Board

Board of Directors

Number of shares1

31.12.2022

31.12.2021

Peter Schaub, Chairman

892 012

892 012

Tim Talaat, Deputy Chairman

145 542

145 542

Claudine Mollenkopf

300

-

Manuel Werder

128 347

128 347

Christian Wipf

400

400

Total Board of Directors

1 166 601

1 166 301

1 Including related parties, insofar as under significant influence

Executive Board

31.12.2022

31.12.2021

Number of shares1

not restricted

restricted until 16.03.23

restricted until 15.03.24

restricted until 14.03.25

Total

not restricted

restricted until 16.03.23

restricted until 15.03.24

Total

Peter Schildknecht, CEO

200

793

894

955

2 842

200

793

894

1 887

Gerold Brütsch, CFO (from 01.01.2022)

-

-

-

478

478

-

-

-

-

Klemens Gottstein, Head of Paper Division

-

397

447

478

1 322

-

397

447

844

Wolfgang Grimm, Head of Packaging Division (up to 31.03.2022)

n.a.

n.a.

n.a.

n.a.

n.a.

60

397

447

904

Marc Haller, Head of Packaging Division (from 01.04.2022)

-

-

-

478

478

n.a.

n.a.

n.a.

n.a.

Richard Unterhuber, CFO (up to 31.12.2021)

n.a.

n.a.

n.a.

n.a.

n.a.

250

397

447

1 094

Alois Waldburg-Zeil, Head of Chemistry Division

400

397

447

478

1 722

400

397

447

1 244

Total Executive Board

600

1 587

1 788

2 867

6 842

910

2 381

2 682

5 973

1 Including related parties, insofar as under significant influence

8. Non-operating income from asset transfer

To achieve and maintain a clear division between the operating activities and the real estate business of the CPH Group, non-operating real estate of CPH Chemie + Papier Holding AG with a carrying value of CHF 0.4 million was transferred to a Group company in the 2022 financial year via an asset transfer agreement dated 1 December 2022. The consideration consists of a receivable from the acquiring Group company. The asset transfer has no impact in personnel terms. The resulting profit from this asset transfer is reported as non-operating income.

9. Number of full-time-equivalent employees

The average number of employees (in full-time equivalents) was below ten in both the year under review and prior year.

10. Off-balance-sheet leasing obligations

As at the balance sheet date and as at the prior-year balance sheet date, there were no off-balance-sheet leasing obligations.

11. Guarantees to third parties

Total guarantees for third parties’ obligations amount to CHF 30.0 million (prior year: CHF 31.5 million). Of this amount, CHF 20.0 million (prior year: CHF 21.5 million) consists of guarantees for Group companies’ bank credit facilities. In addition, CPH Chemie + Papier Holding AG continues to provide (as in the prior year) a guarantee of up to CHF 10.0 million to Canton Zurich for the obligations of Zeochem AG, Rüti (Switzerland) towards the Canton regarding the lake bed clean-up in Uetikon (Switzerland) (see also Note 20, Provisions in the notes to the consolidated financial statements).

12. Contingent liabilities

Under the corresponding group taxation provisions, CPH Chemie + Papier Holding AG is jointly and severally liable for the value-added tax obligations of the CPH Group’s Swiss-based member companies.

13. Events after the balance sheet date

No events occurred between the balance sheet date and 10 February 2023, the date of the approval and release for publication of these annual financial statements by the Board of Directors, which would require adjustments to the company’s assets, equity and liabilities or would need to be disclosed here. These financial statements are also subject to the approval of the Annual General Meeting of 14 March 2023.