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
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
7. Shares held by members of the Board of Directors and the Executive Board
Board of Directors
1 Including related parties, insofar as under significant influence
Executive Board
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.