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Financial statements 2021 of Galenica Ltd.

Notes to the financial statements of Galenica Ltd.

Galenica Ltd.

Galenica Ltd., a Swiss company limited by shares with registered office at Untermattweg 8, 3027 Bern, Switzerland. Shares in Galenica are traded on the SIX Swiss Exchange under securities no. 36067446 (ISIN CH0360674466). Galenica Ltd. is the parent company of the Galenica Group with the main activity of managing its investments.

With the changed organisational and management structure of Galenica valid as at 1 January 2021, Galenica centralised its Corporate functions such as Finance, Human Resources, Legal & Board Services, Communications and Transformation as well as the internal IT Services on 1 July 2021. The transfer of these business activities from other Group companies to Galenica Ltd. also resulted in a transfer of employees as well as related assets and liabilities.

The financial statements 2020 have not been restated to the changed organisational and management structure. A «like-for-like» comparison with the previous year's period is therefore not possible.

Principles

The financial statements of Galenica Ltd. have been prepared in accordance with Article 957 et seqq. of Title 32 of the Accounting law based on the Swiss Code of Obligations (CO). Where not prescribed by law, the significant accounting and valuation principles applied are described below.

Financial income

Financial income includes a non-taxable gain of CHF 109.5 million due to the merger with GaleniCare Holding Ltd. and the reversal of a bad debt allowance on non-current intercompany loans of CHF 30.0 million (previous year: CHF 15.0 million).

Other income

Other income includes group-internal management fees of CHF 34.6 million (previous year: CHF 18.3 million) and IT services of CHF 28.4 million (previous year: none). Revenue is recognised when the service is provided.

Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and impairment. Depreciation is charged on a straight-line basis over the assets' useful lives.

Property, plant and equipment

in thousand CHF

2021

2020

Furniture, fittings

35

IT equipment

11,305

Vehicles

679

Total net carrying amount

12,019

Intangible assets

Intangible assets include purchased or internally developed software. These items are measured at cost less accumulated amortisation and impairment. Amortisation is charged on a straight-line basis over the estimated economic useful life.

Financial assets

Financial assets include non-current loans to Group companies of CHF 74.7 million (previous year: CHF 268.4 million) and joint ventures of CHF 4.9 million (previous year: none).

Investments

An overview of the investments that are directly or indirectly controlled by Galenica Ltd. is provided in note 31 to the consolidated financial statements 2021 of the Galenica Group.

Non-current interest-bearing liabilities

The non-current interest-bearing liabilities are recognised at nominal value.

Non-current interest-bearing liabilities

in thousand CHF

2021

2020

Bond 0.5 % (15 June 2017–15 June 2023) ISIN CH0367206692

200,000

200,000

Bond 1.0 % (15 June 2017–15 December 2026) ISIN CH0367206700

180,000

180,000

Non-current interest-bearing liabilities

380,000

380,000

Lease obligations

The lease obligations, which do not expire or cannot be terminated within 12 months, have the following maturity structure. These amounts include the payments owed from rental and leasing agreements up to the end of the contract or the expiry of the notice period.

Lease obligations

in thousand CHF

2021

2020

Within 1 year

1,200

In 2 to 5 years

1,200

In more than 5 years

27,428

Total

29,828

Share capital

As at 31 December 2021, the share capital of Galenica amounted to CHF 5,000,000, divided into 50,000,000 fully paid-up and publicly listed shares with nominal value of CHF 0.10 each.

Authorised capital

As at 31 December 2021, Galenica Ltd. has no authorised capital according to Article 3a) of the Articles of Association. The Board of Directors has been authorised to increase the share capital of CHF 5,000,000 by a maximum of CHF 500,000 at any time up to and including 2 May 2021 by issuing not more than 5,000,000 fully paid shares.

Reserves from capital contributions

The reserves from capital contributions have been reduced to CHF 307.0 million (previous year: CHF 351.6 million) due to the dividend paid out to the shareholders on 19 May 2021 taken from the reserves from capital contributions in the amount of CHF 44.6 million (previous year: CHF 44.5 million).

Release of hidden reserves

In 2021, hidden reserves of CHF 30.0 million were released (previous year: CHF 17.5 million).

Contingent liabilities

As at 31 December 2021, total contingent liabilities amounted to CHF 325.8 million (previous year: CHF 788.5 million), including issued guarantees to Group companies of CHF 195.6 million (previous year: CHF 658.5 million) as well as CHF 130.0 million (previous year: CHF 130.0 million) for guarantees to secure intraday transactions for Group companies in connection with the zero balance cash pooling.

Full-time equivalents

The average number of full-time equivalents for the reporting period amounted to 218 (previous year: 36).

Treasury shares

Galenica shares owned by subsidiaries:

Treasury shares

 

 

2021

 

2020

 

Number

in CHF

Number

in CHF

1 January

501,440

 

660,850

 

1st quarter

 

 

 

 

– Bought

392

23,223

396

24,927

– Sold

–41,676

–2,436,140

–57,734

–3,617,429

2nd quarter

 

 

 

 

– Bought

1,584

100,175

500

34,238

– Sold

–18,087

–1,061,888

–28,090

–1,687,366

3rd quarter

 

 

 

 

– Bought

1,415

98,068

780

52,283

– Sold

–85,856

–5,740,332

–76,470

–5,288,665

4th quarter

 

 

 

 

– Bought

2,291

151,210

1,208

71,573

– Sold

31 December

361,503

 

501,440

 

The treasury shares are reserved for share-based payments to employees.

Major shareholders

According to the Galenica Share Register, shareholders who owned 3% or more of the Company's capital shown in the table below. No other shareholder has announced a crossing of the 3% threshold of shares.

Major shareholders

 

 

31.12.2021

 

31.12.2020

 

Number of shares

% of share capital

Number of shares

% of share capital

UBS Fund Management (Switzerland) AG, Switzerland

2,671,158

5.3

2,671,158

5.3

Alecta Pensionsförsäkring, Sweden

2,000,000

4.0

2,000,000

4.0

Credit Suisse Funds AG, Switzerland

1,626,752

3.3

1,626,752

3.3

Swisscanto Fondsleitung AG, Switzerland

1,533,324

3.1

BlackRock, Inc., USA

1,408,808 1)

3.1

Norges Bank (Central Bank of Norway), Norway

1,515,199

3.0

Rudolf Maag, Switzerland

1,500,000

3.0

1) Options not considered

Shareholdings of the members of the Board of Directors and the members of the Corporate Executive Committee

Shareholdings of the members of the Board of Directors

Shareholdings of the members of the Board of Directors

Number of shares

Held as at 31.12.2021

Shares allocated for 2021

Held as at 31.12.2020

Shares allocated for 2020

Daniela Bosshardt

22,131

3,564

14,185

7,946

Pascale Bruderer

1,703

1,260

1,703

Michel Burnier

8,265

1,222

6,903

1,362

Fritz Hirsbrunner

1,362

Bertrand Jungo

4,964

3,284

2,963

2,001

Markus R. Neuhaus

7,416

1,668

3,812

3,604

Philippe Nussbaumer

916

10,269

2,724

Andreas Walde

11,982

1,527

10,279

1,703

Shares of the members of the Board of Directors

56,461

13,441

48,411

22,405

Shares held by related parties to members of the Board of Directors are included in the declaration of the number of shares they hold.

Shareholdings of the members of the Corporate Executive Committee

Shareholdings of the members of the Corporate Executive Committee

Number of shares

Held as at 31.12.2021

Held as at 31.12.2020

Marc Werner

1,390

80

Felix Burkhard

14,674

16,287

Andreas Koch

2,719

1,690

Daniele Madonna

8,325

6,328

Virginie Pache Jeschka

1,072

Thomas Szuran

2,315

1,375

Shares held by related parties to members of the Corporate Executive Committee are included in the disclosed numbers.

Information relating to the number and value of participations rights of the members of the Board of Directors and the members of the Corporate Executive Committee are disclosed in the Remuneration Report.

In 2021, 11,880 performance share units (previous year: 10,201 performance share units) with fair value at grant date of CHF 621,300 (previous year: CHF 699,768) have been allocated to the members of the Corporate Executive Committee. In 2021, 5,188 performance share units (previous year: 1,807 performance share units) with fair value at grant date of CHF 271,327 (previous year: CHF 123,988) have been allocated to other employees of Galenica Ltd.

Shareholders' equity

Shareholders' equity developed as follows:

Shareholders' equity

in thousand CHF

Share capital

Reserves from capital contributions

General legal retained earnings

Reserves for treasury shares 1)

Free reserve

Available earnings

Shareholders' equity

Balance as at 31 December 2019

5,000

396,094

1,000

22,000

76,000

61,514

561,608

Allocation to free reserve

 

 

 

 

16,000

–16,000

Adjustment to the reserves for treasury shares

 

 

 

–10,400

10,400

 

Dividends

 

–44,482

 

 

 

–44,482

–88,964

Profit for the year

 

 

 

 

 

76,208

76,208

Balance as at 31 December 2020

5,000

351,612

1,000

11,600

102,400

77,240

548,852

Allocation to free reserve

 

 

 

 

32,000

–32,000

Adjustment to the reserves for treasury shares

 

 

 

–8,600

8,600

 

Dividends

 

–44,602

 

 

 

–44,602

–89,204

Profit for the year

 

 

 

 

 

228,676

228,676

Balance as at 31 December 2021

5,000

307,010

1,000

3,000

143,000

229,314

688,324

1) Owned by subsidiaries

Proposal of the Board of Directors for the appropriation of available earnings and reserves from capital contributions

At the Annual General Meeting as at 11 May 2022, the Board of Directors will propose the following allocation of available earnings and reserves from capital contributions:

in CHF

2021

2020

Appropriation of available earnings

 

 

Balance brought forward

638,387

1,032,257

Profit for the year

228,676,151

76,207,951

Available earnings at the disposal of the Annual General Meeting

229,314,538

77,240,208

Dividend per share CHF 1.05 (2020: CHF 0.90)

-52,500,000 1)

–44,601,821

Allocation to free reserve

–176,000,000

–32,000,000

Balance to be carried forward

814,538

638,387

 

 

 

Appropriation of reserves from capital contributions

 

 

Reserves from capital contributions

307,010,206

351,612,027

Dividend per share CHF 1.05 (2020: CHF 0.90) paid out of reserves from capital contributions

-52,500,000 1)

–44,601,821

Balance to be carried forward

254,510,206

307,010,206

1) The proposed dividend payment and appropriation of reserves from capital contributions covers all issued shares. However, no dividend will be paid on treasury shares. As a result, the total dividend amount payable depends on the number of treasury shares held on the distribution date. Based on the number of treasury shares held as at 31 December 2021, the total dividend would amount to CHF 104.2 million

The Board of Directors proposes to issue a dividend for fiscal year 2021 of CHF 2.10 per registered share. For this purpose, CHF 1.05 is to be taken from the reserves from capital contributions and CHF 1.05 from retained earnings. On the part taken from the reserves from capital contributions, the dividend can be distributed without deduction of Swiss withholding tax of 35%. Natural persons living in Switzerland are not liable for income tax on the dividend paid from the reserves from capital contributions.

Assuming the Annual General Meeting approves the dividend, payments will be made on 17 May 2022.

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