2. Disclosures on balance sheet and income statement positions
2.1 Investments
The direct and principal indirect holdings are listed in the notes to the group accounts.
Notes to the Group Account | Financial assets
The capital share corresponds to the voting share.
Direct and associated investments in subsidiaries
2.2 Other receivables and payables
Other receivables from third parties include insurance compensation not yet received for the cancellation of shows in the amount of CHF 2.7 million.
The other liabilities to third parties include the issue taxes owed for the two capital increases.
Other payables towards holdings include already received insurance compensation for the cancellation of shows but not yet transferred to the holdings in the amount of 12.4 million. The event cancellation insurance was taken out by MCH Group Ltd. The insurance compensation is therefore collected in advance by MCH Group Ltd., which then transfers it to the holdings that bear the damage due to the exhibition cancellations.
2.3 Long-term, non-interest-bearing liabilities to stakeholders
The long-term, non-interest-bearing liabilities to stakeholders are the non-interest-bearing loan of the Canton of Basel-Stadt to MCH Messe Basel which was transferred to MCH Group as part of the capital increase. This loan was converted into share capital on the basis of the non-exercised subscription rights of third-party shareholders. The remaining amount that could not be converted into share capital will continue as a loan.
2.4 Shareholders' equity
As at 31.12.2020, the share capital is divided into 14,869,351 (previous year 6,006,575) registered shares with a nominal value of CHF 10.00 per share.
At the Extraordinary General Meeting of 27.11.2020, the shareholders of MCH Group Ltd. approved all the proposals of the Board of Directors with more than 96 % of votes in favour. All in all, 622 shareholders, representing 84 % of the nominal value of the shares, voted in writing on the Board of Directors’ proposals. They agreed to the opting-up clause, permitting Lupa Systems LLC to acquire a stake of up to 49 % without being obliged to make a public offer, and to the capital increase of up to CHF 104.5 million, in two tranches.
In the first tranche (“capital increase 1”), the share capital was increased by a nominal CHF 20,000,000.00 through the issue of 2,000,000 new shares with a nominal value of CHF 10.00 and an issue price of CHF 15.00 each, honouring the subscription rights of shareholders. The subscription ratio was 1 to 3. The subscription period for capital increase 1 ran from 30.11.2020 to 04.12.2020. All the subscription rights of the public-sector entities with a stake in the company (Canton of Basel-Stadt, Canton of Basel-Landschaft, Canton of Zurich and the City of Zurich) and the subscription rights not exercised by the other shareholders were allocated to the Canton of Basel-Stadt which subsequently subscribed to 1,616,251 shares through offsetting (conversion of a loan from the Canton of Basel-Stadt into equity). The other shareholders subscribed to 383,749 shares against cash payment.
Following the issue of the newly created registered shares for capital increase 1, the stake held by the public-sector entities changed from 49.11 % to 57.03 % and that of the remaining shareholders from 50.89 % to 42.97 %.
In the second tranche (“capital increase 2”), the share capital was increased by a nominal CHF 68,627,760.00 through the issue of 6,862,776 new registered shares with a nominal value of CHF 10.00 and an issue price of CHF 10.00 each, honouring the subscription rights of shareholders. The subscription ratio was 7 to 6. The subscription period for capital increase 2 ran from 10.12.2020 to 18.12.2020. By subscribing to 391,296 shares against cash payment, the Canton of Basel-Stadt subscribed to enough shares for the total proportion of shares held by the public-sector entities with a stake in the company to remain above 33 1/3 % following capital increase 2. Subscription rights not exercised by the public-sector entities with a stake in the company or by the remaining shareholders were transferred to Lupa Systems LLC, which subsequently subscribed to 4,805,238 shares against cash payment. The other shareholders subscribed to 1,666,242 shares against cash payment.
Following the issue of the newly created registered shares for capital increase 2, the stake held by the public-sector entities changed from 57.03 % to 33.34 % and that of the remaining shareholders from 42.97 % to 34.34 %. Lupa Systems LLC now has a stake of 32.32 %.
After the announcement in spring 2020 of its withdrawal, the Canton of Basel-Landschaft has now, following the successful completion of the two capital increases, tendered the 471,250 shares it has held to date to its partner canton, the Canton of Basel-Stadt, as agreed. The latter has accepted the offer. With the acquisition of the Canton of Basel-Landschaft’s shares, the Canton of Basel-Stadt now holds 4,492,447 shares in MCH Group Ltd., corresponding to a stake of 30.21 %. The remaining public-sector entities with a stake in MCH Group Ltd. (Canton of Basel-Stadt, Canton of Zurich and the City of Zurich) continue to hold 33.34 % of the shares following this sale.
The entire capital increase resulted in an increase in the share capital of CHF 88,627,760 and additional paid-in capital of CHF 10,000,000 (share premium). This was done in two interdependent steps. It would not have been possible to implement only one of the two steps. The total transaction costs and issue taxes of CHF 5,354,674 were offset against the share premium (CHF 3,261,833 of this had been paid as per 31.12.2020).
Of the reported reserves from capital contributions in the amount of TCHF 32,635, TCHF 27,586 were confirmed by the tax authorities in July 2013. The amount of CHF 0.4 million, which has not been confirmed since 2013, relates to issuing costs of the capital increase in 2011. A reclassification within equity has not yet been made. The newly created capital reserves of TCHF 4,645 are filed with the tax administration and are not yet confirmed.
2.5 Repayment waiver on loan
In conjunction with the restructuring of MCH Swiss Exhibition (Basel) Ltd. that was required as a result of Covid-19, a repayment waiver became necessary in the 2020 financial year on the loan granted for CHF 45.0 million.
2.6 Bond
In the framework of financing MCH Group Ltd., a CHF 100 million bond was raised in 2018, with a term running from 16.05.2018 to 16.05.2023 (5 years) and a coupon of 1.875 %. The fees incurred for the issue of the bond have been capitalised under prepayments and accrued income and will be charged to the income statement on a straight-line basis over the five-year term.
2.7 Unemployment insurance (ALV) contributions (short-time working)
Due to Covid-19, the company applied for and was granted short-time working by the state. For the 2020 financial year, an application was submitted for CHF 0.2 million (CHF 0.2 million of which has been received).