7. Investments in subsidiaries
Change in consolidation scope
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 for 2019. The result of Seventh Plane Networks Pvt. Ltd., by contrast, was included in the consolidated annual accounts for 2019 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.
art.fair International GmbH, Cologne, was sold on 29.05.2019. This resulted in a loss of CHF 0.2 million.
On 30.04.2017, 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. had a repurchasing right permitting it to buy back, indirectly via MCH US Corp., as of 30.04.2020, the shares in Creative Management Services LLC held by the management. MCH Group Ltd. could 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 management made use of this right and sold the 2 % to MCH US Corp. on 26.06.2020 for CHF 1.1 million. CHF 0.8 million was offset directly against retained earnings.
With the purchase and assignment agreement of 03.07.2015, MCH Group Ltd. acquired 20 % of the share capital of metron Vilshofen GmbH, Vilshofen (Germany) as per 01.01.2015. 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 03.07.2015, would be completed with effect on 01.01.2019. The purchase and assignment agreement of 03.07.2015 gave both parties the right of withdrawal by the end of 31.12.2018, with this right to be exercised by 30.09.2018. With the amendment agreement of 08.08.2018, the parties amended the contents of the purchase and assignment agreement of 03.07.2015. 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 31.12.2021, to be exercised by 30.09.2021, and the content was modified. The holding in metron Vilshofen GmbH was sold to the owners on 26.03.2020 without profit or loss.
MCH Swiss Exhibition (Basel) Ltd. acquired 67.5 % of the shares in Masterpiece London Ltd. on 30.11.2017 and, at the same time, took over control of the company. The minority shareholders of Masterpiece London Ltd. are entitled to sell their shares to MCH Swiss Exhibition (Basel) Ltd. following registration of the 2020 audited annual accounts. In return, MCH Swiss Exhibition (Basel) Ltd. is entitled to acquire the remaining shares in Masterpiece London Ltd. following registration of the 2023 audited annual accounts. Both options can be exercised up to 40 days following registration of the 2032 audited annual accounts. Since this is an equity transaction, the call/put agreement is not recognised in the balance sheet until the call or put option is exercised.