Notes to the separate financial statements of Comet Holding AG
Comet Holding AG has its registered office in Flamatt, Switzerland and is the Comet Group’s parent holding company listed on the Swiss stock exchange. The separate financial statements of Comet Holding AG at and for the year ended December 31, 2018 comply with the provisions of the Swiss Code of Obligations. The manner of the inclusion of Comet Holding AG in the consolidated accounts is governed by the measurement principles set out in the notes to the consolidated financial statements.
01 Accounting principles
These separate financial statements were prepared in accordance with the principles of the applicable Swiss Accounting Law (Title 32 of the Swiss Code of Obligations).
Receivables and loans
Receivables and loans are stated at nominal amounts less any necessary write-downs.
Intangible assets – the rights to trademarks and names related to FeinFocus – are recognized at historical cost less necessary amortization and impairment charges. The rights were written off in full in the year under review.
Investments in subsidiaries
Investments in subsidiaries are recognized at historical cost less necessary impairment charges, and individually tested annually for impairment.
02 Investments in subsidiaries
The following companies were consolidated in the Group financial statements of Comet Holding AG at December 31, 2018:
* Comet Holding AG also holds 100% of the voting rights in all companies.
03 Non-current financial assets – loans
Loans to subsidiaries were as follows:
04 Listing and shareholders
Comet Holding AG (the “Company”) is the Group’s only company listed on a stock exchange. The Company’s registered office is in Flamatt, Switzerland. The registered shares of Comet Holding AG have been listed in the main market segment of the SIX Swiss Exchange in Zurich since December 17, 2002.
Assorted data on the stock of Comet Holding AG is provided inside the cover flap at the front of the annual report.
Listed and non-listed Group companies
Comet Holding AG has no publicly traded subsidiaries. The companies consolidated in the Comet Group are presented above in note 2, “Investments in subsidiaries”.
At December 31, 2018, Comet Holding AG had 5,121 voting shareholders of record (i.e., voting shareholders registered in the share register; prior year: 3,303). Of the total issued registered stock, 100% (prior year: 100%) represented free float. Comet Holding AG held no treasury stock at December 31, 2018 (prior year: none).
The structure of share ownership size classes among the shareholders of record at December 31, 2018 was as follows:
This analysis includes only the stock of shareholders who were registered in the share register. At December 31, 2018 the shares of unregistered owners amounted to 27% of the total (prior year: 40%).
Ownership interests in companies domiciled in Switzerland whose shares are listed at least partly in Switzerland must be notified both to the issuer company and to the SIX Swiss Exchange when the holder’s voting rights reach, increase above or fall below certain thresholds. These notification thresholds are 3%, 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3 % of voting rights. The relevant details are set out in the Swiss Stock Exchange Act (BEHG) and in the Ordinance of the Swiss Financial Market Supervisory Authority on Stock Exchanges and Securities Trading (the FINMA Stock Exchange Ordinance).
At December 31, 2018 the Company, according to disclosure notifications, had the following significant shareholders (defined for this purpose as holding voting rights in excess of 3% of the Comet capital stock recorded in the Swiss commercial register of companies):
The Company has not been notified of nor is aware of any other shareholders that held more than 3% of its shares. To the best of the Company’s knowledge there were no voting pool agreements.
With an effective date of January 9, 2019, VERAISON has announced an increase in its voting rights to a share of 10.04%.
Reportable changes during fiscal year 2018
In the fiscal year under review, 15 reportable announcements were published. For a complete list of all announcements under section 20 BEHG, refer to the publication platform of the disclosure section of the SIX Swiss Exchange: www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html
There were no cross-shareholdings with other publicly traded companies.
05 Equity capital structure
The capital stock at January 1, 2018 was CHF 7,753,658, divided into 7,753,658 registered shares with a par value of CHF 1.00 per share (after the prior year’s stock split).
In fiscal year 2018 the capital stock was increased by 6,224 shares from the portion of authorized capital designated for equity-based compensation. Including the increase of 6,224 shares from this portion of authorized capital, Comet Holding AG at December 31, 2018 thus had a new total of CHF 7,759,882 of capital stock, divided into 7,759,882 registered shares with a par value of CHF 1.00 per share. The capital stock is fully paid in.
At its meeting on August 9, 2018 the Board of Directors established that the capital increase from authorized capital for equity compensation was properly performed. The information in the commercial register, and the Bylaws of Comet Holding AG, were updated to reflect the change in capital stock.
At the balance sheet date, Comet Holding AG held no treasury stock (prior year: none).
Authorized capital for equity compensation
Under section 3b of its Bylaws, a portion of the Company’s unissued authorized capital is designated for use only as equity-based compensation (in German this portion is known as “bedingtes Aktienkapital”). In such a capital increase, stock is issued to Executive Committee members and / or Board members of Comet Holding AG. With respect to this portion of authorized capital, the other shareholders’ pre-emptive rights are excluded. The issuance of stock or stock subscription rights is based on a compensation plan (in the form of a written regulation) adopted by the Board of Directors.
In May 2018, in accordance with the compensation plan, the members of the Board of Directors were granted a total of 1,141 shares of stock in payment of CHF 153,750 of fixed retainers due for fiscal year 2017. In addition, as part of their compensation for 2018, the members of the Board of Directors were granted a total of 568 shares in payment of CHF 76,538 of fixed retainers due for the period from January 1, 2018 to the 2018 Annual Shareholder Meeting. The fully paid shares were applied to the retainers due at a price of CHF 134.75 per share.
Members of the Executive Committee were granted a total of 4,515 shares in payment of CHF 608,396 of profit-sharing compensation due for fiscal year 2018. The fully paid shares were applied to the compensation due at a price of CHF 134.75 per share.
As a result of these grants of a total of 6,224 shares made in 2018, the Company’s unissued authorized capital for equity-based compensation showed the following movement:
At the end of the year, the remaining unissued authorized capital for equity-based compensation was CHF 203,238, or 2.6% of the existing capital stock.
Authorized capital for other capital increases
At December 31, 2018, in addition to shares outstanding and to unissued authorized capital for equity compensation, the Company had unissued authorized capital for purposes set out in section 3a of the Bylaws (in German: “genehmigtes Aktienkapital”). The Board of Directors is authorized, at any time until April 26, 2020, to increase the capital stock by a maximum of CHF 1.4 million by issuing up to 1,400,000 fully payable registered shares with a par value of CHF 1.00 per share, which represents 18% of the existing capital stock. Increases by firm commitment underwriting and increases by part of the total authorized amount are permitted. The amount of the respective issue, the date when entitlement to dividend commences, the terms of any exercise of pre-emptive rights and the nature of the contributions are determined by the Board of Directors.
The Board of Directors is authorized to exclude shareholders’ subscription rights and assign these rights to third parties if the shares in question are to be used for the acquisition of companies via equity swaps or to finance the cash purchase of companies or parts of companies, or to finance new investment projects of Comet Holding AG, or for providing an ownership interest to an industrial partner (either in order to cement a strategic alliance or in the event of a takeover offer for the Company). Stock for which pre-emptive rights are granted but not exercised must be sold by the Company at market prices.
06 Disclosure of shareholdings of the Board of Directors and Executive Committee
The ownership interests in Comet Holding AG held by current members of the Board of Directors and Executive Committee are disclosed below. This disclosure covers all persons who held positions on the Board of Directors or Executive Committee for all or part of the year under review or of the prior year, regardless of whether they still did so at the balance sheet date. The shareholdings shown include those of respective related parties.
Each 10,000 registered shares of Comet Holding AG, of a par value of CHF 1.00 per share, represented 0.1289% of all voting power (prior year: 0.1290%). The members of the Board of Directors and Executive Committee held a combined total of 1.1% of voting rights (prior year: 1.2%). No material changes in ownership interests arose after the balance sheet date of December 31, 2018.
07 Options, conversion rights and treasury stock
Comet Holding AG has not issued any conversion rights or stock options.
In fiscal year 2018 and the prior year, Comet Holding AG held no treasury stock.
On April 20, 2016, Comet Holding AG issued a bond in the amount of CHF 60 million (denomination: CHF 5,000). The term is five years and the bond matures on April 20, 2021. The fixed coupon over the term of the bond is 1.875%, payable annually on April 20.
Listing: SIX Swiss Exchange (security number 32 061 943, ISIN number CH0320619437, ticker symbol COT16).
09 Guarantees and pledged assets
The Group is taxed as a single entity for purposes of value-added taxation, and Comet Holding AG therefore has joint and several liability for the value-added tax obligations of its Swiss subsidiary.
10 Number of full-time equivalents
The annual average number of full-time equivalents in 2018 and 2017 was less than ten.
11 Release of the separate financial statements for publication
The Board of Directors released these financial statements on March 7, 2019 for publication and will present them to shareholders for approval at the Annual Shareholder Meeting on April 25, 2019.