7. Investments in subsidiaries
Change in consolidation scope
The majority holding in Seventh Plane Networks Pvt. Ltd. increased from 60.3% to 65% in the 2018 financial year. Seventh Plane Networks Pvt. was sold on 02.09.2019. All assets and liabilities were transferred to the new owners on this date and were therefore no longer included in the consolidated balance sheet. The result of the Seventh Plane Networks Pvt. Ltd., by contrast, is included in the consolidated annual accounts up to the transaction date with an annual operating turnover of CHF 2.0 million. At the time of the sale, the balance sheet total was CHF 0.3 million and the shareholders’ equity CHF -0.5 million. The sale of Seventh Plane Networks Pvt. Ltd. generated an overall profit of CHF 0.1 million. This comprises CHF 0.9 million amortisation of goodwill (“recycled” via the income statement, since it was offset directly against equity at the time of acquisition) and CHF 1.0 million profit from the sale of the shares.
On 1 January 2017, MCH Swiss Exhibition (Basel) Ltd. acquired a 25.1% share in the capital of art.fair International GmbH, Cologne (Germany). art.fair International GmbH stages the ART DÜSSELDORF art fair every year. art.fair International GmbH, Cologne, was sold on 29.05.2019. This resulted in a loss of CHF 0.2 million.
On 30 April 2017, MCH US Corp. acquired 100% of the shares in MC2, New York (USA) and, at the same time, took over control of the company. In a further step, 2% of the shares were sold to the local management. MCH Group Ltd. has a repurchasing right permitting it to buy back, indirectly via MCH US Corp. as of 30 April 2020, the shares in Creative Management Services LLC that are held by the management. MCH Group Ltd. can similarly be obliged by any member of the management to buy back their individual share in Creative Management Services LLC indirectly via MCH US Corp. The options are not facts that require posting at present.
With the purchase and assignment agreement of 3 July 2015, MCH Group Ltd. acquired 20% of the share capital of metron Vilshofen GmbH, Vilshofen (Germany) as per 1 January 2015. With regard to the remaining 80% of the capital shares, the parties had agreed in the purchase and assignment agreement that the sale, which similarly took place on 3 July 2015, would be completed with effect on 1 January 2019. The purchase and assignment agreement of 3 July 2015 gave both parties the right of withdrawal by the end of 31 December 2018, with this right to be exercised by 30 September 2018. With the amendment agreement of 8 August 2018, the parties amended the contents of the purchase and assignment agreement of 3 July 2015. MCH Group Ltd. was granted certain purchase rights with regard to the remaining 80% capital share and subjected to certain co-selling obligations with regard to its capital share of 20%. The right of withdrawal was extended until the end of 31 December 2021, to be exercised by 30 September 2021, and the content was modified. The holding in metron Vilshofen GmbH will be sold to the owners in 2020 and is reclassified under current assets as assets held for sale.
MCH Swiss Exhibition (Basel) Ltd. acquired 67.5% of the shares in Masterpiece London Ltd. on 30 November 2017 and, at the same time, took over control of the company. MCH Swiss Exhibition (Basel) Ltd. is entitled to acquire the remaining shares in Masterpiece London Ltd. following the registration of the 2023 audited annual accounts. The options are not facts that require posting.
MCH Group Ltd. has sold subsidiary Winkler Livecom AG in Wohlen to the management of the technical live-communications service provider and a private investor. The sale was completed on 31.12.2018, which is why all the assets and debts were transferred to the new owners at that time and are thus no longer included on the consolidated balance sheet. The annual result for Winkler Livecom AG, by contrast, is included in the consolidated annual accounts for 2018 up until the transaction date with an annual operating turnover of CHF 22.9 million. The sale of Winkler Livecom AG resulted in an overall loss of CHF 17.8 million. This comprises CHF 13.8 million write-downs for goodwill (“recycled” via the income statement, since it was offset directly against equity at the time of acquisition), CHF 1.1 million from the sale of the shares and CHF 2.9 million from a value adjustment on a group loan associated with the sale.