Notes to the financial statements of Sonova Holding AG as of March 31, 2018
1. General information
The financial statements of Sonova Holding AG, with registered office in Stäfa, comply with the requirements of Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations, ‘SCO’). The company does not have any employees.
2. Accounting principles
2.1 Financial income/expenses
Financial income/expenses consists primarily of realized/unrealized foreign exchange gains and losses as well as interest income/expenses.
2.2 Financial assets
Financial assets contain loans to third parties as well as to Group companies and are recognized at cost less adjustments for foreign currency losses and impairment of value. Loans granted in foreign currency are translated at balance sheet date.
2.3 Investments
Investments consists mainly of participations in fully consolidated Group companies. They are in general subject to individual valuation. Certain investments are subject to a group valuation approach due to their homogeneity in nature.
2.4 Bonds
Bonds are valued at nominal value. Any bond premium/discount is accrued/capitalized and released/amortized linearly over the term.
2.5 Treasury shares
Treasury shares are recognized at cost and deducted from shareholders’ equity. The gain or loss from sale is recognized in the income statement as financial gain or financial loss.
3. Information on income statement and balance sheet items
3.1 Bonds
On October 11, 2016, the Sonova Group issued bonds in three tranches with different coupons and terms:
- A two year variable rate bond (floating rate note) with a nominal value of CHF 150 million (ISIN CH0340912135) issued at 100.40% with interest at 3-month CHF Libor plus 50 bps p.a. paid quarterly. The loan pays an interest between 0.00% p.a. (floor) and 0.05% p.a. (cap). The maturity will be on October 11, 2018 (disclosed under short-term liabilities).
- A three year fixed-rate bond with a nominal value of CHF 250 million (ISIN CH0340912143) issued at 100.15% with 0.00% interest payment and maturity on October 11, 2019 (disclosed under long-term liabilities).
- A five year fixed-rate bond with a nominal value of CHF 360 million (ISIN CH0340912150) issued at 100% with interest of 0.01% p.a. and maturity on October 11, 2021. Interests will be paid on an annual basis (disclosed under long-term liabilities).
3.2 Treasury shares
In accordance with the acceptance of the annual general meeting on June 13, 2017, 92,000 treasury shares have been cancelled with the effect of a decrease in share capital. Consequently the reserves from capital contribution increased by the same amount. The average selling price amounted to CHF 117.34 and the average purchase price to CHF 158.51.
Number/1,000 CHF |
|
|||
|
|
Number |
|
Treasury shares at cost |
Balance April 1, 2017 |
|
100,190 |
|
12,863 |
Purchase of treasury shares |
|
318,675 |
|
50,512 |
Sale/Transfer of treasury shares |
|
(323,243) |
|
(37,928) |
Cancellation of treasury shares |
|
(92,000) |
|
(11,789) |
Loss from sale of treasury shares |
|
|
|
(13,122) |
Balance March 31, 2018 |
|
3,622 |
|
536 |
3.3 Contingent liabilities
1,000 CHF |
|
31.3.2018 |
|
31.3.2017 |
Guarantees given in respect of rental obligations of Group Companies |
|
1,173 |
|
2,038 |
In the 2015/16 financial year, the Group entered into an agreement for a credit facility in the amount of CHF 150 million with an option to increase to CHF 250 million. The terminal date of this credit facility is July 31, 2018. The credit facility was not used at the balance sheet date.
The Swiss Sonova entities form a VAT group and, hence, every company participating in the group is jointly and severally liable for VAT debt of other group participants. Further Sonova Group companies participating in the cash pool are jointly and severally liable for any debit position or outstanding overdraft in connection with them.
3.4 List of investments
Company name |
|
Activity |
|
Domicile |
|
Share/paid-in capital 1) Local currency 1,000 |
|
Shares held by Sonova Holding |
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|
|
|
|
|
|
|
|
|
|
|
Switzerland |
|
|
|
|
|
|
|
|
|
|
Sonova AG |
|
A,B,C,D |
|
Stäfa |
|
CHF |
|
2,500 |
|
100% |
Phonak AG |
|
A |
|
Stäfa |
|
CHF |
|
100 |
|
100% |
Phonak Communications AG |
|
B, C, D |
|
Murten |
|
CHF |
|
500 |
|
100% |
Unitron Hearing GmbH |
|
B |
|
Stäfa |
|
CHF |
|
20 |
|
100% |
Verve Hearing Systems AG |
|
A |
|
Stäfa |
|
CHF |
|
100 |
|
100% |
|
|
|
|
|
|
|
|
|
|
|
EMEA (excluding Switzerland) |
|
|
|
|
|
|
|
|
|
|
Sonova France SAS |
|
B |
|
Bron-Lyon (FR) |
|
EUR |
|
1,000 |
|
30% 2) |
SCI Du Triangle De Bron |
|
A |
|
Bron-Lyon (FR) |
|
EUR |
|
46 |
|
100% |
Sonova Holding GmbH |
|
A |
|
Fellbach-Oeffingen (DE) |
|
EUR |
|
153 |
|
85% 2) |
Sonova Italia S.R.L. |
|
B |
|
Milan (IT) |
|
EUR |
|
1,040 |
|
100% |
Sonova Nederland B.V. |
|
B |
|
Vianen (NL) |
|
EUR |
|
227 |
|
100% |
Sonova UK Ltd. |
|
B |
|
Warrington (UK) |
|
GBP |
|
2,500 |
|
100% |
Boots Hearing Care Ltd. |
|
B |
|
Conwy (UK) |
|
GBP |
|
0 3) |
|
51% |
Sonova Belgium NV |
|
A, B |
|
Asse Zellik (BE) |
|
EUR |
|
15,311 |
|
100% |
Sonova Denmark A/S |
|
B |
|
Middelfart (DK) |
|
DKK |
|
11,075 |
|
100% |
Sonova Nordic AB |
|
B |
|
Stockholm (SE) |
|
SEK |
|
200 |
|
85% 2) |
Sonova Sweden AB |
|
B |
|
Stockholm (SE) |
|
SEK |
|
100 |
|
100% |
Sonova Norway AS |
|
B |
|
Oslo (NO) |
|
NOK |
|
1,854 |
|
49% 2) |
Sonova Ibérica S.A.U. |
|
B |
|
Alicante (ES) |
|
EUR |
|
7,000 |
|
100% |
Hansaton Akustische Geräte GmbH |
|
B |
|
Wals-Himmelreich (AT) |
|
EUR |
|
450 |
|
100% |
Sonova Polska Sp. Z o.o. |
|
B |
|
Warsaw (PL) |
|
PLN |
|
100 |
|
100% |
Warsaw Service Center Sp.Z.o.o. |
|
A |
|
Warsaw (PL) |
|
PLN |
|
100 |
|
100% |
Sonova Hungary Korlátolt Felelösségü Társaság |
|
B |
|
Budapest (HU) |
|
HUF |
|
5,000 |
|
100% |
Phonak CIS Ltd. |
|
B |
|
Moscow (RU) |
|
RUB |
|
4,000 |
|
100% |
Audition Santé SAS |
|
B |
|
Cahors (FR) |
|
EUR |
|
28,800 |
|
15% 2) |
HIMSA A/S |
|
A |
|
Copenhagen (DK) |
|
DKK |
|
250 |
|
25% |
For significant indirect investments refer to Note 34 of the consolidated financial statements of Sonova Holding AG.
Description:
A Holding/Finance: The entity is a holding or finance company.
B Sales: The entity performs sales and marketing activities for the group.
C Production: This entity performs manufacturing for the group.
D Research: This entity performs research and development activities for the group.
1) Share/paid in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.
2) The remaining shares are held by a subsidiary of Sonova Holding AG.
3) GBP 133
Company name |
|
Activity |
|
Domicile |
|
Share/paid-in capital 1) Local currency 1,000 |
|
Shares held by Sonova Holding |
||
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
|
|
|
|
|
|
|
|
|
National Hearing Services Inc. |
|
B |
|
Victoria BC (CA) |
|
CAD |
|
0 3) |
|
100% |
Sonova United States Hearing Instruments, LLC |
|
B |
|
Warrenville (US) |
|
USD |
|
0 3) |
|
85% 2) |
Sound Pharmaceuticals, Inc. |
|
A |
|
Seattle (US) |
|
USD |
|
13,105 |
|
31% |
Sonova Canada Inc. |
|
B |
|
Mississauga (CA) |
|
CAD |
|
0 3) |
|
85% 2) |
Phonak Mexicana S.A. de C.V. |
|
B |
|
Mexico DF (MX) |
|
MXN |
|
94,050 |
|
85% 2) |
AudioNova Mexico S.A. de C.V. |
|
B |
|
Mexico DF (MX) |
|
MXN |
|
66,100 |
|
99% 2) |
CAS Argosy Participações Ltda. |
|
B |
|
São Paulo (BR) |
|
BRL |
|
37,106 |
|
100% |
|
|
|
|
|
|
|
|
|
|
|
Asia/Pacific |
|
|
|
|
|
|
|
|
|
|
Advanced Bionics Medical Instruments (Suzhou) Co., Ltd. |
|
B |
|
Suzhou (CN) |
|
CNY |
|
4,617 |
|
70% 2) |
Sonova Australia Pty. Ltd. |
|
B |
|
Baulkham Hills (AU) |
|
AUD |
|
750 |
|
100% |
Sonova New Zealand (Wholesale) Ltd. |
|
B |
|
Auckland (NZ) |
|
NZD |
|
250 |
|
100% |
Sonova Japan Co., Ltd. |
|
B |
|
Tokyo (JP) |
|
JPY |
|
10,000 |
|
100% |
Sonova Hearing (Suzhou) Co., Ltd. |
|
C |
|
Suzhou (CN) |
|
CNY |
|
46,249 |
|
100% |
Sichuan i-Hear Co., Ltd. |
|
A |
|
Chengdu (CN) |
|
CNY |
|
42,802 |
|
100% |
Sonova (Shanghai) Co., Ltd |
|
B |
|
Shanghai (CN) |
|
CNY |
|
20,041 |
|
100% |
Sonova Taiwan Pte. Ltd. |
|
B |
|
Zhonge City (TW) |
|
TWD |
|
3,100 |
|
100% |
Sonova Singapore Pte. Ltd. |
|
B |
|
Singapore (SG) |
|
SGD |
|
250 |
|
100% |
Sonova Korea Ltd. |
|
B |
|
Seoul (KR) |
|
KRW |
|
50,000 |
|
100% |
Sonova India Private Limited |
|
B |
|
Mumbai (IN) |
|
INR |
|
2,439 |
|
64% 2) |
Sonova Operation Center Vietnam Co., Ltd. |
|
C |
|
Binh Duong (VN) |
|
VND |
|
36,156,000 |
|
100% |
Sonova Vietnam Company Limited |
|
B |
|
Ho Chi Minh City (VN) |
|
VND |
|
2,088,000 |
|
70% 2) |
For significant indirect investments refer to Note 34 of the consolidated financial statements of Sonova Holding AG.
Description:
A Holding/Finance: The entity is a holding or finance company.
B Sales: The entity performs sales and marketing activities for the group.
C Production: This entity performs manufacturing for the group.
1) Share/paid in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.
2) The remaining shares are held by a subsidiary of Sonova Holding AG.
3) Shares without par value
3.5 Significant shareholders
At year-end, the following significant shareholders were listed in the share register (with shareholdings in excess of 3% of the issued share capital). Significant shareholders may also hold non-registered shares which are reported under “Not registered”.
|
|
31.3.2018 |
|
31.3.2017 |
Beda Diethelm |
|
10.19% |
|
10.17% |
Chase Nominees Ltd. 1) |
|
8.59% |
|
8.54% |
Hans-Ueli Rihs |
|
5.71% |
|
5.84% |
Nortrust Nominees Ltd. 1) |
|
4.41% |
|
4.63% |
Andy Rihs |
|
3.08% |
|
3.16% |
Registered shareholders with less than 3% |
|
35.93% |
|
35.42% |
Not registered |
|
32.09% |
|
32.24% |
1) Registered without voting rights.
3.6 Shareholdings and participations of the Board of Directors and the Management Board
|
|
31.03.2018 |
|
31.03.2017 |
||||||||||||
|
|
Shares |
|
Restricted Shares 1) 2) |
|
PSUs/RSUs 2) |
|
Options (incl. SARs) 2) |
|
Shares |
|
Restricted Shares 1) 2) |
|
RSUs 2) |
|
Options (incl. SARs) 2) |
Board of Directors |
|
42,720 |
|
66,126 |
|
|
|
2,558 |
|
31,215 |
|
65,462 |
|
|
|
12,788 |
Management Board |
|
62,892 |
|
|
|
56,137 |
|
613,440 |
|
52,243 |
|
|
|
56,026 |
|
533,765 |
Total |
|
105,612 |
|
66,126 |
|
56,137 |
|
615,998 |
|
83,458 |
|
65,462 |
|
56,026 |
|
546,553 |
1) These shares are subject to a restriction period which varies from June 1, 2018 to June 1, 2023 depending on the grant date.
2) For further details see also Note 30 in the consolidated financial statements.
For further details to shareholdings in the company by members of the Board of Directors and by members of the Management Board, in accordance with Swiss Code of Obligation article 663c, refer to the Compensation report of Sonova Holding AG.