Annual Report 2020

Notes to the Statutory Financial Statements

SoftwareONE Holding AG, Stans

1 General

SoftwareONE Holding AG is the holding company of the SoftwareONE group and holds all investments, directly or indirectly, in SoftwareONE group companies.

SoftwareONE Holding AG’s income primarily comprises dividends and interest income from subsidiaries and recharges for some administrative expenses and treasury shares to other group companies. SoftwareONE Holding AG does not have any employees, nor does it have any research or development activities.

SoftwareONE Holding AG’s risk management is integrated into the group-wide risk management system of SoftwareONE group. Risks identified are assessed individually based on their probability of occurrence and scope of potential losses. Appropriate measures are defined for the individual risks. Risks are systematically collected and updated once a year. The risk situation and the implementation of the measures defined are monitored. The Board of Directors of SoftwareONE Holding AG addresses the topic of risk management at least once a year. Please refer to Note 4 Financial risk management of the consolidated financial statements for an explanation of group-wide risk management at SoftwareONE group.

SoftwareONE Holding AG will continue to act as the holding company of the SoftwareONE group in the 2021 financial year. There are no plans to change the company’s business activities.

COMPAREX acquisition

As of 31 January 2019, SoftwareONE Holding AG acquired 100% of COMPAREX AG, Germany ('COMPAREX').

This transaction resulted in the issuance of 2,315,289 new SoftwareONE Holding AG shares and the creation of a non-Swiss capital contribution reserve in the amount of CHF 264,768,471.

As part of the purchase agreement, a contingent consideration arrangement has been agreed resulting in a short-term loan due to shareholders in the amount of CHF 32,600,970 as of 31 December 2019 and has been settled in 2020.

In the context of the COMPAREX acquisition, SoftwareONE Holding AG separately purchased real estate in Leipzig, Germany.

2 Accounting principles

The financial statements of SoftwareONE Holding AG, Stans, have been prepared in accordance with the provisions of Swiss accounting legislation (Title 32 of the Swiss Code of Obligations).

The following section describes the main valuation principles applied that are not specified by law.

Financial assets

Financial assets are valued at their acquisition cost adjusted for impairment losses.

Property, plant and equipment

Property, plant and equipment is valued at acquisition costs less accumulated depreciation and impairment losses. Expected useful life of real estate is 33.33 years.

Investments

Investments are valued at their acquisition cost adjusted for impairment losses.

Treasury shares

Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. The gain or loss related to treasury shares is recognized directly in equity.

3 Other current receivables due from shareholders

Other current receivables due from shareholders are in 2019 related to indemnities under the share purchase agreement of COMPAREX.

4 Financial assets

Financial assets are solely related to shares in the listed company Crayon Group Holding ASA.

5 Investments

All investments except SWO Switzerland AG are indirectly held. For details please refer to Note 31 List of group companies in the consolidated financial statements.

6 Other current liabilities due to shareholders

Other current liabilities due to shareholders are in 2019 related to the earn-out payment for the COMPAREX acquisition, which was paid in January 2020.

7 Share capital

The share capital as at 31 December 2020 was composed of 158,581,500 (2019: 158,581,500) fully paid-in registered shares, each with a nominal value of CHF 0.01.

8 Capital contribution reserve

The reserves from capital contributions (Swiss) include the premium from the capital increase in 2015 and the gain on treasury shares used for share-based payments of group entities. The reserves from capital contributions (non-Swiss) result from the COMPAREX acquisition on 31 January 2019.

9 Treasury shares

The following table summarizes the balance of treasury shares:

 

Number of shares

Average in CHF

In CHF 1,000

 

 

 

 

 

 

 

 

Total treasury shares as at 31 December 2018

397,854

24.99

9,943

Treasury shares after split (9 October 2019)

3,978,540

2.50

9,943

Shares purchased under transfer window

486,570

5.38

2,618

Shares used for acquisition

–99,399

5.40

–536

Shares issued under employee share plan

–94,207

0.01

–1

 

 

 

 

Total treasury shares as at 31 December 2019

4,271,504

2.81

12,024

Shares issued under employee share plan

–228,460

5.40

–1,233

Shares issued for renumeration of Board of Directors

–26,243

5.40

–142

 

 

 

 

Total treasury shares as at 31 December 2020

4,016,801

2.65

10,649

10 Dividend income

Dividend income comprises dividends received from subsidiaries.

11 Financial income

in CHF 

2020

2019 

 

 

 

Interest income

3,016,302

2,692,037

Foreign exchange gains

1,299,511

2,324,981

 

 

 

Total financial income

4,315,812

5,017,018

12 Administrative expenses

in CHF 

2020

2019

 

 

 

IPO costs

–

–10,505,718

Personnel expenses BoD

–1,704,953

–585,245

Legal, consulting and other professional fees

–8,052,453

–1,750,737

Other

–101,598

–53,966

 

 

 

Total administrative expenses

–9,859,003

–12,895,666

13 Financial expenses

in CHF 

2020

2019 

 

 

 

Interest expenses

–1,775

–6,058

Bank charges

–128,449

–8,821

 

 

 

Total financial expenses

–130,225

–14,879

14 Major shareholders

Shareholder/group of shareholders

Shares held

% of voting rights

 

 

 

Dr. Daniel Marc von Stockar- Scherer-Castell, Hergiswil, Switzerland 4)

17,489,874 (PY: 17,489,874)

11 % (PY: 11.03 %)

B. Curti Holding AG 1) 4)

16,031,853 (PY: 19,031,853)

10.1 % (PY: 12.0 %)

René Rudolf Gilli, Emmetten, Switzerland 4)

12,445,068 (PY: 12,445,068)

7.85 % (PY: 7.85 %)

Westminster Bidco S.à r.l 2)

8,213,023 (PY: 23,454,893)

5.2 % (PY: 14.79 %)

Pictet Asset Management SA

5,154,610 (PY: 5,154,610)

3.25 % (PY: 3.25 %)

UBS Fund Management

4,806,309 (PY: 0)

3 % (PY: 0 %)

PERUNI' Holding GmbH 3)

0 (PY: 12,573,693)

0 % (PY: 7.93 %)

Anastasia Karolina Nielsen, Monaco, Principality of Monaco, and Leon Elias Winter, Monaco, Principality of Monaco 5)

<3 % (PY: 12,445,068)

<3 % (PY: 7.85 %)

Current and former employees, officers and directors 6)

<3 % (PY: 10,749,660)

<3 % (PY: 6.78 %)

1) B. Curti Holding AG, Sarnen, Switzerland, is the direct shareholder of the shares which are indirectly controlled by Dr. Beat Alex Curti, Erlenbach, Switzerland.

2) Westminster Bidco S.à r.l., Luxembourg, the Grand Duchy of Luxembourg is the direct shareholder of the shares indirectly and beneficially owned by funds advised by KKR, with its principal executive offices in New York, USA.

3) 'PERUNI' Holding GmbH, Vienna, Austria, is the direct shareholder of the shares indirectly and beneficially owned by RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung, Vienna, Austria, and Raiffeisen Bank International AG, Vienna, Austria.

4) Messrs Curti, von Stockar-Scherer-Castell and Gilli have entered into a shareholder agreement and form a group for purposes of Swiss disclosure rules and regulations, controlling 28.95 % (prior year: 30.88 %) of voting rights. The representative of this group of shareholders is Dr. Beat Curti, Erlenbach, Switzerland. The members of this group also form part of the groups disclosed in Notes 5 and 6. In addition Dr. Daniel Marc von Stockar- Scherer-Castell and René Rudolf Gilli own additional 'Blocked shares' as disclosed in Note 15 of Parent Company Financial Statements.

5) Anastasia Karolina Nielsen and Leon Elias Winter are each represented by their mother, Marina Nielsen, Monaco, Principality of Monaco, as their legal representative. Marina Nielsen is thus seen as having discretionary power to exercise the voting rights (within the meaning of article 120(3) FMIA, with respect to the shares held by Anastasia Karolina Nielsen and Leon Elias Winter.

6) In connection with SoftwareONE Holding AG's IPO, the members of the Board of Directors referred to in Note 3 as well as Peter Kurer, Andreas Fleischmann, Marina Nielsen, Johannes Peter Huth, Jean-Pierre Saad, Marie-Pierre Rogers, Timo Ihamuotila, José Alberto Duarte, Dieter Schlosser, Alex Alexandrov, Hans Grüter, Neil Lomax, together controlling 33.53 % of voting rights, have entered into a lock-up group, agreeing to a lock-up period ending 12 months after the first trading day of SoftwareONE Holding AG's shares on the SIX Swiss Exchange (ie until 25 October 2020).

15 Shares held by members of the Board of Directors and Executive Board

The table below shows the shareholdings of the Board of Directors (BoD) and closely related persons to the members of the BoD as at
31 December 2020.

Members of the BoD

Number of directly held shares 1)

Number of indirectly held shares 3)

Total shareholdings as of 31 December 2020

Total shareholdings as of 31 December 2019

Vested shares

Blocked shares 2)

 

 

 

 

 

 

Daniel von Stockar

17,489,874

8,138

–

17,498,012

17,489,874

Peter Kurer

279,630

3,458

–

283,088

279,630

José Alberto Duarte

0

2,848

–

2,848

–

René Gilli

12,445,068

2,441

–

12,447,509

12,445,068

Timo Ihamuotila

10,000

3,255

–

13,255

10,000

Marie-Pierre Rogers

15,745

3,255

–

19,000

15,000

Jean-Pierre Saad 4)

–

2,848

–

2,848

–

Beat Curti 5)

–

–

16,031,853

16,031,853

19,031,853

Andreas Fleischmann 6)

–

–

–

–

–

Johannes Huth 4),7)

–

–

–

–

–

Marina Nielsen 8)

4,357,796

–

–

4,357,796

12,445,068

 

 

 

 

 

 

 

 

 

 

 

 

Total

34,598,113

26,243

16,031,853

50,656,209

61,716,493

1) Ordinary registered shares of SoftwareONE.

2) At grant, a restriction period of 3 years is applied.

3) Shares held indirectly through partnership interests in B. Curti Holding AG, which holds ordinary registered shares of SoftwareONE.

4) Representatives of the share ownership in SoftwareONE of Westminster Bidco S.à r.l., Luxembourg, the Grand Duchy of Luxembourg, which is the direct shareholder of the shares indirectly and beneficially owned by funds advised by KKR, with its principal executive offices in New York, USA.

5) B. Curti retired from the Board effective 8 October 2020. Shares held indirectly through partnership interests in B. Curti Holding AG, which holds ordinary registered shares of SoftwareONE.

6) Representative of the share ownership in SoftwareONE of Raiffeisen Informatik GmbH & CO KG, Vienna, Austria, which is the direct shareholder of the shares indirectly and beneficially owned by RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung, Vienna, Austria and Raiffeisen Bank International AG, Vienna, Austria, A. Fleischmann retired from the Board effective 30 June 2020.

7) J. Huth retired from the Board effective 19 June 2020.

8) Also represents further heirs (children) of Patrick Winter. M. Nielsen was not standing for further re-election for the BoD effective 14 May 2020 (2020 AGM).

The table below shows the shareholdings of the Board of Directors (BoD) and closely related persons to the members of the BoD as at 31 December 2019.

Members of the BoD

Number of directly held shares 1)

Number of indirectly held blocked shares 3)

Total shareholdings

Vested shares

Blocked shares 2)

 

 

 

 

 

Daniel von Stockar (Chairman, NCC)

–

17,489,874

–

17,489,874

Beat Curti (Vice-Chairman)

–

–

19,031,853

19,031,853

Peter Kurer (Lead Independent Director)

–

279,630

–

279,630

José Alberto Duarte (AC) Since 25 October 2019

–

–

–

–

Andreas Fleischmann (member) Since 31 January 2019

–

–

–

–

René Gilli (member)

–

12,445,068

–

12,445,068

Johannes Huth (NCC)

–

–

–

–

Timo Ihamuotila (AC Chair) Since 25 October 2019

–

10,000

–

10,000

Marina Nielsen (member)

–

12,445,068

–

12,445,068

Marie-Pierre Rogers (NCC Chair) Since 25 October 2019

15,000

–

–

15,000

Jean-Pierre Saad (AC)

–

–

–

–

 

 

 

 

 

Total

15,000

42,669,640

19,031,853

61,716,493

1) Ordinary registered shares of SoftwareONE.

2) For 2019, the BoD’s compensation will be fully paid in cash. For the members of the BoD term starting at the 2020 AGM, a portion of 40 % of their BoD compensation will be paid in the form of blocked shares.

3) Shares held indirectly through partnership interests in B. Curti Holding AG, which holds ordinary registered shares of SoftwareONE.

The table below shows the shareholdings of the Executive Board (EB) and closely related persons to the members of the EB – such as spouses – as at 31 December 2020.

EB members

Number of directly held shares

Restricted shares 3)

Total shareholdings as at 31 December 2020

Total shareholdings as at 31 December 2019

Vested shares 1)

Blocked shares 2)

 

 

 

 

 

 

Dieter Schlosser (CEO)

570,856

287,932

–

858,788

858,788

Hans Grüter (CFO)

149,022

287,932

–

436,954

786,954

Alex Alexandrov (COO)

483,799

353,594

78,230

915,623

1,115,623

Neil Lomax (President)

493,251

287,932

–

781,183

1,171,183

 

 

 

 

 

 

Total

1,696,928

1,217,390

78,230

2,992,548

3,932,548

1) Includes also shares individually purchased under the ESP

2) Comprised of MEP restricted shares, subject to staggered restriction periods for a term of three years with early leaver conditions

3) Shares legally held by SoftwareONE, whereby the legal share transfer is to take place after a vesting period of three years from the date of grant

The table below shows the shareholdings of the Executive Board (EB) and closely related persons to the members of the EB – such as spouses – as at 31 December 2019.

Members of the EB

Number of directly held shares

Restricted shares 3)

Total shareholdings

Vested shares 1)

Blocked shares 2)

 

 

 

 

 

Dieter Schlosser (CEO)

426,890

431,898

–

858,788

Hans Grüter (CFO)

355,056

431,898

–

786,954

Alex Alexandrov (COO)

507,001

530,392

78,230

1,115,623

Neil Lomax (President)

739,285

431,898

–

1,171,183

 

 

 

 

 

Total

2,028,232

1,826,086

78,230

3,932,548

1) Includes shares individually purchased under the ESPP and shares granted through the MEP, subject to a post-vesting sales restriction of 12 months after the IPO First Trading Day.

2) Shares held through the MEP subject to staggered restriction periods for a term of three years with early leaver conditions.

3) Shares legally held by SoftwareONE Holding AG, whereby the legal share transfer to happen after a vesting period of three years.

16 Shares or options on shares for members of the Board and Executive Board

For disclosures related to shares and options held by members of the Board and Executive Board please refer to section 'Share ownership' of the Compensation Report.

17 Events after the reporting period

none

Appropriation of Available EarningsIncome Statement
Financial ReportParent Company Statutory Financial StatementsNotes to the Statutory Financial Statements

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