1
Notes to the financial statements of Sonova Holding AG as of March 31, 2021
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.
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2. Accounting principles
2.1 Financial income/expenses
Financial income/expenses consists of gains and losses from sale/transfer of shares in relation to long-term incentive plans, 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 consist mainly of participations in fully consolidated Group companies. They are subject to individual valuation.
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 shareholdersʼ equity. The gain or loss from sale is recognized in the income statement as financial gain or financial loss.
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3. Information on income statement and balance sheet items
3.1 Bonds
As of March 31, 2021, the Group has the following bonds/US Private Placement outstanding:
Financial liabilities |
|
Currency |
|
Nominal value |
|
Interest rate |
|
Maturity |
Fixed-rate bond |
|
CHF |
|
360 |
|
0.01% |
|
October 11, 2021 |
Fixed-rate bond |
|
CHF |
|
330 |
|
0.55% |
|
April 6, 2022 |
US Private Placement |
|
USD |
|
180 |
|
2.84% |
|
July 14, 2025 |
Fixed-rate bond |
|
CHF |
|
200 |
|
0.50% |
|
October 6, 2025 |
Fixed-rate bond |
|
CHF |
|
300 |
|
0.75% |
|
October 6, 2028 |
Fixed-rate bond |
|
CHF |
|
100 |
|
0.00% |
|
October 11, 2029 |
Fixed-rate bond |
|
CHF |
|
100 |
|
0.40% |
|
October 11, 2034 |
3.2 Treasury shares
On August 31, 2018, Sonova Holding AG announced that its Board of Directors approved a share buyback program of up to CHF 1.5 billion (but for a maximum of 11,759,560 registered shares). The program started in October 2018 for a period of up to 36 months. The shares were planned to be repurchased for the purpose of a capital reduction, subject to approval by future Annual General Shareholdersʼ Meetings. Effective March 16, 2020, Sonova Holding AG suspended the Groupʼs share buyback program. This precautionary measure reflected the short-term uncertainties regarding the financial impact of the global spread of the novel coronavirus (COVID-19). On May 19, 2020 the Board of Directors decided to amend the purpose of the treasury shares from the share buyback, allowing the re-use of these treasury shares. The stock dividend (417,110 shares) distributed in financial year 2020/21 was sourced from Sonova shares which were repurchased by Sonova under the share buyback program 2018 – 2021. A further 200,000 shares bought under the share buyback program were used for the transfer and sale of treasury shares in connection with the EEAP programs. The remaining 1,225,980 treasury shares as of March 31, 2021, initially bought under the share buyback program, are intended to be cancelled (proposal to the Annual Shareholdersʼ Meeting June 15, 2021).
Treasury shares held by Sonova Holding AG Number/CHF million |
|
|||
|
|
Number |
|
Treasury shares at cost |
Balance April 1, 2020 |
|
1,868,127 |
|
424.8 |
Purchase of treasury shares |
|
40,100 |
|
9.7 |
Sale/Transfer of treasury shares |
|
(212,469) |
|
(29.9) |
Stock dividend |
|
(417,110) |
|
(100.2) |
Loss from sale of treasury shares |
|
|
|
(14.6) |
Balance March 31, 2021 |
|
1,278,648 |
|
289.8 |
|
|
|
|
|
Treasury shares held by subsidiaries Number/CHF million |
|
|||
|
|
Number |
|
Legal reserves for treasury shares held by subsidiaries |
Balance April 1, 2020 |
|
102,421 |
|
22.7 |
Sale/Transfer of treasury shares |
|
(25,605) |
|
(5.7) |
Balance March 31, 2021 |
|
76,816 |
|
17.0 |
3.3 Contingent liabilities
CHF million |
|
31.3.2021 |
|
31.3.2020 |
Letters of comfort given on behalf of Group companies |
|
4.0 |
|
3.9 |
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 |
||
|
|
|
|
|
|
|
|
|
|
|
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% |
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 |
|
14,182 |
|
78% 2) |
Sonova Ibérica S.A.U. |
|
B |
|
San Vincente del Raspeig (ES) |
|
EUR |
|
7,000 |
|
100% |
Sonova Audiological Care France SAS |
|
B |
|
Cahors (FR) |
|
EUR |
|
58,800 |
|
1% 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 KFT |
|
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% |
Sonova Warsaw Service Center Sp.Z.o.o. |
|
A |
|
Warsaw (PL) |
|
PLN |
|
100 |
|
100% |
Sonova RUS LLC |
|
B |
|
Moscow (RU) |
|
RUB |
|
4,000 |
|
100% |
Sonova Nordic AB |
|
B |
|
Solna (SE) |
|
SEK |
|
200 |
|
100% |
Sonova Sweden AB |
|
B |
|
Solna (SE) |
|
SEK |
|
100 |
|
100% |
Sonova UK Ltd. |
|
B |
|
Warrington (UK) |
|
GBP |
|
2,500 |
|
100% |
Boots Hearing Care Ltd. |
|
B |
|
Llandudno (UK) |
|
GBP |
|
0 3) |
|
51% |
For significant indirect investments refer to Note 7.7 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 |
|
|
|
|
|
|
|
|
|
|
CAS Argosy Participações Ltda. |
|
B |
|
São Paulo (BR) |
|
BRL |
|
22,014 |
|
100% |
Sonova Canada Inc. |
|
B |
|
Mississauga (CA) |
|
CAD |
|
0 3) |
|
85% 2) |
Sonova Mexico Soluciones S.A. de C.V. |
|
B |
|
Ciudad de Mexico (MX) |
|
MXN |
|
94,050 |
|
85% 2) |
AudioNova Mexico S.A. de C.V. |
|
B |
|
Ciudad de Mexico (MX) |
|
MXN |
|
66,050 |
|
99% 2) |
Sonova United States Hearing Instruments, LLC |
|
B |
|
Aurora (US) |
|
USD |
|
0 3) |
|
73% 2) |
Sound Pharmaceuticals, Inc. |
|
A |
|
Seattle (US) |
|
USD |
|
13,105 |
|
31% |
|
|
|
|
|
|
|
|
|
|
|
Asia/Pacific |
|
|
|
|
|
|
|
|
|
|
Sonova Hearing (Suzhou) Co., Ltd. |
|
C |
|
Suzhou (CN) |
|
CNY |
|
46,249 |
|
100% |
Sonova (Shanghai) Co., Ltd |
|
B |
|
Shanghai (CN) |
|
CNY |
|
20,041 |
|
80% 2) |
Sonova India Private Limited |
|
B |
|
Mumbai (IN) |
|
INR |
|
459 |
|
56% 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 |
|
Thuan An (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 7.7 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
The following overview shows the significant shareholders as of March 31, 2021 based on shareholdings recorded in the share register and notifications on the SIX Swiss Exchange online reporting platform. Significant shareholders may also hold non-registered shares.
|
|
2021 1) |
|
2021 1) |
|
2020 1) |
|
2020 1) |
|
|
No. of shares |
|
In % |
|
No. of shares |
|
In % |
Beda Diethelm 2) |
|
6,710,440 |
|
10.42 |
|
6,667,002 |
|
10.35 |
Family of Hans-Ueli Rihs 2) 3) |
|
3,692,049 |
|
5.73 |
|
3,679,600 |
|
5.71 |
BlackRock, Inc. |
|
3,334,392 |
|
5.10 |
|
3,334,392 |
|
5.10 |
UBS Fund Management (Switzerland) AG |
|
1,948,684 |
|
3.03 |
|
n/a |
|
< 3 |
Harding Loevner LP 4) |
|
n/a |
|
< 3 |
|
1,972,763 |
|
3.02 |
FIL Limited 4) |
|
n/a |
|
< 3 |
|
1,969,770 |
|
3.01 |
1) Or at last reported date if shareholdings are not registered in the share register.
2) Beda Diethelm and Hans-Ueli Rihs were already shareholders before the Initial Public Offering in November 1994. There are no shareholders’ agreements among these individuals and they can trade freely.
3) Hans-Ulrich Rihs, Gabriela Rihs and Stefan Rihs as a group jointly control 3,692,049 registered shares (corresponding to 5.73% of total Sonova share capital) pursuant to the last disclosure notice. These shares were previously controlled by Hans-Ulrich Rihs as a single shareholder.
4) In 2020, Sonova reported according to Art. 20 of the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA) the sales of shares by FIL Limited and Harding Loevner LP reducing their holdings to less than 3%.
3.6 Shareholdings and participations of the Board of Directors and the Management Board
|
|
31.03.2021 |
|
31.03.2020 |
||||||||||||
|
|
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 |
|
84,263 |
|
49,630 |
|
2,183 |
|
96,016 |
|
73,821 |
|
53,157 |
|
4,328 |
|
123,189 |
Management Board |
|
41,522 |
|
|
|
44,818 |
|
430,982 |
|
42,519 |
|
|
|
41,945 |
|
442,843 |
Total |
|
125,785 |
|
49,630 |
|
47,001 |
|
526,998 |
|
116,340 |
|
53,157 |
|
46,273 |
|
566,032 |
1) These shares are subject to a restriction period which varies from June 1, 2021 to June 1, 2026 depending on the grant date.
2) These shares are subject to a restriction period which varies from June 1, 2020 to June 1, 2025 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.
3.7 Events after the balance sheet date
On May 7, 2021 the Group announced that it signed an agreement to acquire the Consumer Division from Sennheiser electronic GmbH & Co. KG (Sennheiser). The product offering of the Consumer Division includes premium headphones – especially in the True Wireless segment – as well as audiophile headphones, enhanced hearing solutions and soundbars. They are sold through a well-established distribution network by Sennheiserʼs own subsidiaries and long-established trading partners in more than 50 countries, both online and in-store, further expanding Sonovaʼs channel presence and customer base. The Sennheiser Consumer Division, with currently around 600 employees contributing to this business area worldwide, generates sales of around EUR 250 million annually. The purchase price for the Sennheiser Consumer Division amounts to EUR 200 million, which will be financed through the existing cash balance. A licensing agreement on customary terms for the Sennheiser brand will be in place in perpetuity. Closing is foreseen in the second half of calendar year 2021 after obtaining the relevant regulatory approvals.
Besides the above mentioned transaction there have been no material events after the balance sheet date.