Notes to the financial statements of Sonova Holding AG as of March 31, 2019
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 paid an interest between 0.00% p.a. (floor) and 0.05% p.a. (cap) and was repaid on October 11, 2018.
- 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 short-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
Out of total treasury shares amounting to 966,324 shares on March 31, 2019, 932,750 shares were purchased by the company as part of the share buyback program. The average selling price amounted to CHF 123.74 and the average purchase price to CHF 173.33.
|
Number/CHF million |
|
|||
|
|
|
Number |
|
Treasury shares at cost |
|
Balance April 1, 2018 |
|
3,622 |
|
0.5 |
|
Purchase of treasury shares from share buyback |
|
932,750 |
|
160.7 |
|
Purchase of treasury shares |
|
368,000 |
|
64.7 |
|
Sale/Transfer of treasury shares |
|
(338,048) |
|
(41.8) |
|
Loss from sale of treasury shares |
|
|
|
(17.3) |
|
Balance March 31, 2019 |
|
966,324 |
|
166.9 |
3.3 Contingent liabilities
|
CHF million |
|
31.3.2019 |
|
31.3.2018 |
|
Letters of comfort given on behalf of Group companies |
|
11.6 |
|
0.0 |
|
Guarantees given in respect of rental obligations of Group companies |
|
0.5 |
|
1.2 |
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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|
|
|
|
|
|
|
|
|
|
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|
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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 Audiological Care Austria GmbH |
|
B |
|
Wals-Himmelreich (AT) |
|
EUR |
|
450 |
|
100% |
|
Sonova Belgium NV |
|
A, B |
|
Asse Zellik (BE) |
|
EUR |
|
15,311 |
|
100% |
|
Sonova Holding GmbH |
|
A |
|
Fellbach-Oeffingen (DE) |
|
EUR |
|
153 |
|
85% 2) |
|
Sonova Denmark A/S |
|
B |
|
Middelfart (DK) |
|
DKK |
|
11,075 |
|
100% |
|
Sonova Ibérica S.A.U. |
|
B |
|
Alicante (ES) |
|
EUR |
|
7,000 |
|
100% |
|
Sonova Audiological Care France SAS |
|
B |
|
Cahors (FR) |
|
EUR |
|
28,800 |
|
15% 2) |
|
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 Hungary Korlátolt Felelösségü Társaság |
|
B |
|
Budapest (HU) |
|
HUF |
|
5,000 |
|
100% |
|
Sonova Italia S.R.L. |
|
B |
|
Milan (IT) |
|
EUR |
|
1,040 |
|
100% |
|
Sonova Nederland B.V. |
|
B |
|
Vianen (NL) |
|
EUR |
|
227 |
|
100% |
|
Sonova Norway AS |
|
B |
|
Oslo (NO) |
|
NOK |
|
1,854 |
|
49% 2) |
|
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% |
|
Phonak CIS Ltd. |
|
B |
|
Moscow (RU) |
|
RUB |
|
4,000 |
|
100% |
|
Sonova Nordic AB |
|
B |
|
Stockholm (SE) |
|
SEK |
|
200 |
|
85% 2) |
|
Sonova Sweden AB |
|
B |
|
Stockholm (SE) |
|
SEK |
|
100 |
|
100% |
|
Sonova UK Ltd. |
|
B |
|
Warrington (UK) |
|
GBP |
|
2,500 |
|
100% |
|
Boots Hearing Care Ltd. |
|
B |
|
Conwy (UK) |
|
GBP |
|
0 3) |
|
51% |
For significant indirect investments refer to Note 7.6 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 |
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|
|
|
|
Americas |
|
|
|
|
|
|
|
|
|
|
|
CAS Argosy Participações Ltda. |
|
B |
|
São Paulo (BR) |
|
BRL |
|
37,106 |
|
100% |
|
National Hearing Services Inc. |
|
B |
|
Victoria BC (CA) |
|
CAD |
|
0 3) |
|
100% |
|
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) |
|
Sonova United States Hearing Instruments, LLC |
|
B |
|
Warrenville (US) |
|
USD |
|
0 3) |
|
85% 2) |
|
Sound Pharmaceuticals, Inc. |
|
A |
|
Seattle (US) |
|
USD |
|
13,105 |
|
31% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia/Pacific |
|
|
|
|
|
|
|
|
|
|
|
Advanced Bionics Medical Instruments (Suzhou) Co., Ltd. |
|
B |
|
Suzhou (CN) |
|
CNY |
|
4,617 |
|
70% 2) |
|
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 India Private Limited |
|
B |
|
Mumbai (IN) |
|
INR |
|
2,439 |
|
64% 2) |
|
Sonova Japan Co., Ltd. |
|
B |
|
Tokyo (JP) |
|
JPY |
|
10,000 |
|
100% |
|
Sonova Korea Ltd. |
|
B |
|
Seoul (KR) |
|
KRW |
|
50,000 |
|
100% |
|
Sonova New Zealand (Wholesale) Ltd. |
|
B |
|
Auckland (NZ) |
|
NZD |
|
250 |
|
100% |
|
Sonova Singapore Pte. Ltd. |
|
B |
|
Singapore (SG) |
|
SGD |
|
250 |
|
100% |
|
Sonova Taiwan Pte. Ltd. |
|
B |
|
Zhonge City (TW) |
|
TWD |
|
3,100 |
|
100% |
|
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 7.6 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”.
|
|
|
31.3.2019 |
|
31.3.2018 |
|
Beda Diethelm |
|
10.19% |
|
10.19% |
|
Chase Nominees Ltd. 1) |
|
9.04% |
|
8.59% |
|
Family of Hans-Ueli Rihs |
|
5.67% |
|
5.71% |
|
Nortrust Nominees Ltd. 1) |
|
5.82% |
|
4.41% |
|
Bank of New York Mellon Nominee 1) |
|
4.17% |
|
<3.00% |
|
Fidelity Funds |
|
3.43% |
|
<3.00% |
|
Andy Rihs 2) |
|
<3.00% |
|
3.08% |
|
Registered shareholders with less than 3% |
|
29.59% |
|
35.93% |
|
Not registered |
|
32.10% |
|
32.09% |
1) Registered without voting rights.
2) Andy Rihs deceased on April 18, 2018.
3.6 Shareholdings and participations of the Board of Directors and the Management Board
|
|
|
31.03.2019 |
|
31.03.2018 |
||||||||||||
|
|
|
Shares |
|
Restricted Shares 1) 3) |
|
PSUs/RSUs 3) |
|
Options (incl. SARs) 3) |
|
Shares |
|
Restricted Shares 2) 3) |
|
PSUs/RSUs 3) |
|
Options (incl. SARs) 3) |
|
Board of Directors |
|
67,313 |
|
65,395 |
|
7,152 |
|
165,577 |
|
42,720 |
|
66,126 |
|
|
|
2,558 |
|
Management Board |
|
47,672 |
|
|
|
47,140 |
|
436,309 |
|
62,892 |
|
|
|
56,137 |
|
613,440 |
|
Total |
|
114,985 |
|
65,395 |
|
54,292 |
|
601,886 |
|
105,612 |
|
66,126 |
|
56,137 |
|
615,998 |
1) These shares are subject to a restriction period which varies from June 1, 2019 to June 1, 2024 depending on the grant date.
2) These shares are subject to a restriction period which varies from June 1, 2018 to June 1, 2023 depending on the grant date.
3) For further details see also Note 7.4 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.
