Annual Report 2023

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, interest income from subsidiaries, 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 2024 financial year. There are no plans to change the company’s business activities.

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 are 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.

Derivative financial instruments

In case of a positive value, no asset is recognised. In case of a negative value a liability is recognised (classified as non-current when the remaining maturity is more than 12 months and as current when the remaining maturity is less than 12 months).

Treasury shares

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

3 Financial assets

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

In 2022, the company started to sell down the investment in Crayon in several steps. In this context the company entered into a NOK denominated total return swap (TRS) agreement in December 2022. The nominal value of the TRS is CHF 42.5 million. The TRS counterparty charges quarterly interest, based on NIBOR 3M plus margin.

Under the TRS, SoftwareOne sold the underlying shares but remains exposed to changes in the market value of these shares. In the event of a negative market price development, there is a risk of a cash outflow when agreed thresholds are exceeded up to the amount of the consideration received. As per 31 December 2023, a net receivable of CHF 4.9 million is shown under Other current receivables due from third parties (reset payments CHF 10.0 million minus negative market value CHF 5.1 million). At the end of the reporting period, the total return swap had a negative (prior year: positive) market value.

4 Investments

All investments except SoftwareONE AG are indirectly held. For details, please refer to Note 28 List of group companies in the consolidated financial statements.

5 Share capital

The share capital as of 31 December 2023 was composed of 158,581,460 (prior year: 158,581,460) fully paid-in registered shares, each with a nominal value of CHF 0.01.

6 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 in 2019.

7 Treasury shares

The following table summarises the balance of treasury shares:

 

Number of shares

Average in CHF

In CHF 1,000

 

 

 

 

 

 

 

 

Total treasury shares as of 1 January 2022

3,724,465

2.47

9,217

Distribution to employee share plans

–162,609

5.40

–878

Distribution to members of the Board of Directors

–45,025

5.40

–243

 

 

 

 

Total treasury shares as of 1 January 2023

3,516,831

2.30

8,096

Distribution to employee share plans

–379,087

5.40

–2,046

Distribution to members of the Board of Directors

–39,052

5.40

–211

Sale of treasury shares

–126,541

5.40

–683

Repurchases under share buyback programme

1,490,016

17.28

25,749

 

 

 

 

Total treasury shares as of 31 December 2023

4,462,167

6.93

30,905

8 Dividend income

Dividend income comprises dividends received from subsidiaries.

9 Financial income

in CHF 

2023

2022

 

 

 

Interest income

4,280,561

2,769,688

Foreign exchange gains

16,498,642

22,796,427

Gain on disposal of financial assets 1)

–

98,444,350

 

 

 

Total financial income

20,779,203

124,010,465

1) Disposal of 10.40 % Crayon Group Holding ASA shares thereof 5.13 % under TRS.

10 Administrative expenses

in CHF 

2023

2022

 

 

 

Personnel expenses BoD

–1,590,658

–1,605,078

Legal, consulting and other professional fees 1)

–21,472,480

–8,735,289

Other

–78,851

–432,916

 

 

 

Total administrative expenses

–23,141,989

–10,773,283

1) In 2023 CHF 15.7 million expenses for Strategic Review.

11 Financial expenses

in CHF 

2023

2022

 

 

 

Interest expenses

–2,044,171

–41,318

Bank charges

–170,259

–987,374

Foreign exchange loss

–17,194,414

–21,640,817

Fair Value loss non realised

–5,117,235

–

 

 

 

Total financial expenses

–24,526,079

–22,669,509

12 Major shareholders

Shareholder/group of shareholders

Shares held

% of voting rights

 

 

 

Dr. Daniel Marc von Stockar- Scherer-Castell, Naxxar, Malta 1)

17,517,529 (PY: 17,517,529)

11.05 % (PY: 11.05 %)

B. Curti Holding AG 1) 2)

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

10.11 % (PY: 10.11 %)

René Rudolf Gilli, Emmetten, Switzerland 1)

12,449,637 (PY: 12,449,637)

7.85 % (PY: 7.85 %)

UBS Fund Management 3)

8,022,013 (PY: 8,022,013)

5.06 % (PY: 5.06 %)

Pictet Asset Management SA 4)

7,482,094 (PY: 5,154,610)

4.85 % (PY: 3.25 %)

1) 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 29 % of voting rights. The representative of this group of shareholders is Dr. Beat Curti, Erlenbach, Switzerland.

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

3) Based on the disclosure notification published on 12 March 2022.

4) Based on the disclosure notification published on 25 July 2023.

13 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 of 31 December 2023.

Members of the BoD

Number of directly held shares 1)

Total shareholdings as of 31 December 2023

Total shareholdings as of 31 December 2022

Vested shares

Blocked shares 2)

 

 

 

 

 

Daniel von Stockar

17,498,012

19,517

17,517,529

17,517,529

Adam Warby

4,000

17,773

21,773

10,830

Marie-Pierre Rogers

27,000

14,372

41,372

34,806

José Alberto Duarte

2,848

10,933

13,781

9,678

Timo Ihamuotila

23,255

12,183

35,438

31,061

Isabelle Romy

–

11,481

11,481

6,830

James Freeman

–

8,656

8,656

4,347

Elizabeth Theopille 3)

–

4,103

4,103

–

Peter Kurer 4)

303,088

8,294

311,382

311,382

René Gilli 5)

–

–

–

12,449,637

Jean-Pierre Saad 6)

–

–

–

5,331

 

 

 

 

 

Total

17,858,203

107,312

17,965,515

30,381,431

1) Ordinary registered shares of SoftwareOne Holding AG.

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

3) Elizabeth Theopille joined the BoD effective 4 May 2023.

4) Peter Kurer retired from BoD effective 4 May 2023.

5) René Gilli retired from BoD effective 5 May 2022.

6) Jean-Pierre Saad retired from BoD effective 5 May 2022. 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.

The table below shows the shareholdings of the Board of Directors (BoD) and closely related persons to the members of the BoD as of 31 December 2022.

Members of the BoD

Number of directly held shares 1)

Total shareholdings as of 31 December 2022

Total shareholdings as of 31 December 2021

Vested shares

Blocked shares 2)

 

 

 

 

 

Daniel von Stockar

17,489,874

27,655

17,517,529

17,505,107

Peter Kurer

299,630

11,752

311,382

286,103

José Alberto Duarte

–

9,678

9,678

5,331

René Gilli 3)

12,445,068

4,569

12,449,637

12,449,637

Timo Ihamuotila

20,000

11,061

31,061

26,093

Marie-Pierre Rogers

23,745

11,061

34,806

21,838

Jean-Pierre Saad 4)

–

5,331

5,331

5,331

Adam Warby

4,000

6,830

10,830

6,483

Isabelle Romy

–

6,830

6,830

2,483

James Freeman

–

4,347

4,347

–

 

 

 

 

 

Total

30,282,317

99,114

30,381,431

30,308,406

1) Ordinary registered shares of SoftwareOne Holding AG.

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

3) René Gilli retired from BoD effective 5 May 2022.

4) Jean-Pierre Saad retired from BoD effective 5 May 2022. 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.

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 of 31 December 2023.

EB members

Total shareholdings as at 31 December 2023

Total shareholdings as at 31 December 2022

 

 

 

Brian Duffy 1)

–

–

Neil Lomax 2)

783,963

892,948

Bernd Schlotter

33,000

33,000

Rodolfo Savitzky

53,340

53,340

Julia Braun

–

–

Dieter Schlosser 3)

–

918,788

Alex Alexandrov 4)

–

758,626

 

 

 

Total

870,303

2,656,702

1) Brian Duffy joined SoftwareOne effective 1 May 2023.

2) Shareholdings as of 31 December 2023 include also shareholdings from related party.

3) Dieter Schlosser resigned from the EB effective 31 October 2023.

4) Alex Alexandrov resigned from the EB effective 31 December 2022.

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 of 31 December 2022.

Members of the EB

Number of directly held shares

Total shareholdings as at 31 December 2022

Total shareholdings as at 31 December 2021

Vested shares 1)

Blocked shares 2)

 

 

 

 

 

Dieter Schlosser

918,788

–

918,788

858,788

Alex Alexandrov

758,626

–

758,626

982,823

Neil Lomax

892,948

–

892,948

872,948

Bernd Schlotter

33,000

–

33,000

–

Rodolfo Savitzky

53,340

–

53,340

–

Julia Braun 3)

–

–

–

–

Hans Grüter 4)

–

–

–

436,954

 

 

 

 

 

Total

2,656,702

–

2,656,702

3,151,513

1) Also includes shares individually purchased under the ESP.

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

3) Julia Braun joined SoftwareOne effective 1 November 2022.

4) Hans Grüter retired from the EB effective 31 December 2021.

14 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.

15 Events after the reporting period

None

Appropriation of available earningsIncome statement
Financial reportNotes to the statutory financial statements

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