NOTES TO THE FINANCIAL STATEMENTS OF SONOVA HOLDING AG AS OF MARCH 31, 2024
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, ʼSCOʼ). The company does not have any employees (previous year: none).
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.
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.
Investments consist mainly of participations in fully consolidated Group companies. They are subject to individual valuation.
Bonds are valued at nominal value. Any bond premium/discount is accrued/capitalized and released/amortized linearly over the term.
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.
As of March 31, 2024, the Group has the following bonds/US Private Placement outstanding:
Financial liabilities | Currency | Nominal value | Interest rate | Maturity | ||||
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 | 200 | 1.05% | February 19, 2029 | ||||
Fixed-rate bond | CHF | 100 | 0.00% | October 11, 2029 | ||||
Fixed-rate bond | CHF | 200 | 1.95% | December 12, 2030 | ||||
Fixed-rate bond | CHF | 250 | 1.40% | February 19, 2032 | ||||
Fixed-rate bond | CHF | 100 | 0.40% | October 11, 2034 |
On March 29, 2022, Sonova Holding AG announced that its Board of Directors approved a share buyback program of up to CHF 1.5 billion. The program started in April 2022 and is expected to run over a period of up to 36 months. No treasury shares were bought under the share buyback program during financial year 2023/24 (2022/23: 1,532,910 treasury shares).
Treasury shares held by Sonova Holding AG Number/CHF million | ||||
Number | Treasury shares at cost | |||
Balance April 1, 2023 | 1,540,657 | 423.3 | ||
Purchase of treasury shares | 200,000 | 51.3 | ||
Sale / Transfer of treasury shares | (194,160) | (34.6) | ||
Cancellation of treasury shares | (1,532,910) | (421.5) | ||
Loss from sale of treasury shares | (14.8) | |||
Balance March 31, 2024 | 13,587 | 3.8 | ||
Treasury shares held by subsidiaries Number/CHF million | ||||
Number | Legal reserves for treasury shares held by subsidiaries | |||
Balance April 1, 2023 | 25,606 | 5.7 | ||
Sale / Transfer of treasury shares | (25,606) | (5.7) | ||
Balance March 31, 2024 | 0 | 0.0 | ||
CHF million | 31.3.2024 | 31.3.2023 | ||
Letters of comfort given on behalf of Group companies | 9.4 | 9.7 | ||
Guarantees given in respect of rental obligations of Group companies | 2.4 | 3.1 |
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.
Company name | Activity | Domicile | Share/paid-in capital1) Local currency 1,000 | Shares held by Sonova Holding | ||||||
Switzerland | ||||||||||
Sonova AG | A,B,C,D | Stäfa | CHF | 2,500 | 100% | |||||
Sonova Communications AG | B, C, D | Murten | CHF | 500 | 100% | |||||
Verve Hearing Systems AG | A | Stäfa | CHF | 100 | 100% | |||||
EMEA (excluding Switzerland) | ||||||||||
Sonova Belgium NV | A, B | Asse Zellik (BE) | EUR | 15,311 | 70%2) | |||||
Sonova Deutschland GmbH | B | Fellbach (DE) | EUR | 41 | 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 France SAS | B | Bron-Lyon (FR) | EUR | 1,000 | 30%2) | |||||
SCI Du Triangle De Bron | A | Bron-Lyon (FR) | EUR | 46 | 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 RUS LLC | B | Moscow (RU) | RUB | 4,000 | 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 | 03) | 51% | |||||
For significant indirect investments refer to Note 7.7 of the consolidated financial statements of Sonova Holding AG.
Description:
AHolding/Finance: The entity is a holding or finance company.
BSales: The entity performs sales and marketing activities for the group.
CProduction: This entity performs manufacturing for the group.
DResearch: 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 capital1) 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 | 03) | 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 | 03) | 73%2) | |||||
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 Hearing India Pvt. Ltd. | B | Mumbai (IN) | INR | 459 | 56%2) | |||||
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:
BSales: The entity performs sales and marketing activities for the group.
CProduction: 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
The following overview shows the significant shareholders as of March 31, 2024 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.
20241) | 20242) | 20231) | 20232) | |||||
No. of shares | In % | No. of shares | In % | |||||
Beda Diethelm and Annamaria Diethelm-Pandiani3) | 6,712,878 | 11.26 | 6,712,878 | 10.98 | ||||
Family of Hans-Ueli Rihs 3) , 4) | 3,683,649 | 6.18 | 3,683,649 | 6.02 | ||||
BlackRock, Inc. | 3,334,293 | 5.10 | 3,334,293 | 5.10 | ||||
MFS Investment Management 5) | 1,847,415 | 3.02 | 1,847,415 | 3.02 | ||||
UBS Fund Management (Switzerland) AG | 1,825,453 | 3.06 | n/a | <3 |
1)Or at last reported date if shareholdings are not registered in the share register.
2)On the basis of the shares of Sonova Holding AG registered in the commercial register at last reported date which may differ.
3)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.
4)Hans-Ulrich Rihs, Gabriela Rihs and Stefan Rihs as a group jointly control 3,683,649 registered shares (corresponding to 6.18% of total Sonova share capital) pursuant to the last disclosure notice. These shares were previously controlled by Hans-Ulrich Rihs as a single shareholder.
5)MFS Investment Management, formerly known as Massachusetts Financial Services, is held by Sun Life Financial Inc. which is traded on the TSX, NYSE and PSE (ticker symbol SLF).
31.03.2024 | 31.03.2023 | |||||||||||||||
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 | 109,685 | 29,148 | - | 31,603 | 114,939 | 33,980 | 0 | 65,228 | ||||||||
Management Board | 27,529 | 31,534 | 383,894 | 24,878 | 31,356 | 378,940 | ||||||||||
Total | 137,214 | 29,148 | 31,534 | 415,497 | 139,817 | 33,980 | 31,356 | 444,168 | ||||||||
1)These shares are subject to a restriction period which varies from June 1, 2024 to June 1, 2029 depending on the grant date.
2)These shares are subject to a restriction period which varies from June 1, 2023 to June 1, 2028 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.
There have been no material events after the balance sheet date