Notes to the Annual Accounts
1. Principles
1.1. General Information
The present annual accounts of MCH Group Ltd. with head office in Basel have been drawn up in accordance with the Swiss commercial accounting and financial reporting legislation (Title 32 of the Swiss Code of Obligations). The main accounting and valuation principles applied that are not prescribed by law are described below.
1.2. Recognition and accounting principles
Assets are valued at no more than acquisition cost. All assets and liabilities denoted in foreign currencies are translated at the exchange rates applicable on the balance sheet date. The resulting exchange rate differences are included on the income statement. Unrealized exchange gains are deferred and reported under the item “Accrued expenses and deferred income”. Income and expenses denominated in foreign currencies and all transactions in foreign currencies are translated at the exchange rates applicable on the individual transaction dates.
1.3. Non-inclusion of a cash flow statement and further details in the notes
MCH Group Ltd. draws up group accounts in accordance with a recognized accounting standard (Swiss GAAP FER). In accordance with the statutory provisions, it has thus dispensed with the provision of details of interest-bearing liabilities and auditing fees and also with the presentation of a cash flow statement in the notes to the present annual accounts.
1.4. Treasury shares
Treasury shares are recognized at cost at the time of acquisition and disclosed as a separate deduction in equity. There is no subsequent valuation. If treasury shares are sold, this is done at the moving average price. Any realized increase or decrease in value is credited or charged to capital reserves without affecting income.
1.5. Share-based payments
A long-term incentive plan (LTIP) exists for members of the group management team, as well as individual authorized persons defined by the Board of Directors. At the beginning of the three-year plan period, the plan participants receive a defined number of performance share units (PSUs), which are distributed over the vesting periods. The expense is recognized as personnel expense in proportion to the duration of the vesting periods. At the end of the respective vesting period, a certain number of shares are transferred to the plan participants for each PSU granted, depending on target achievement. Between zero and 1.5 shares can be allocated per PSU.
The PSUs are valued at the beginning of the respective plan period at the closing share price of the MCH share on the allocation date. The recording of personnel expenses for the current plan periods is based in each case on the degree of target achievement, which is calculated on the basis of the current actual, budget, forecast and medium-term plan figures.
The shares are freely available to the plan participants after the transfer and are not subject to any further vesting period.
1.6. Other
Due to rounding, there may be differences in the totals and percentages in this report.
2. Disclosures on balance sheet and income statement positions
2.1. Investments
The indirect holdings are listed in the “Group Account” section of the Financial Report under “23. Investments in subsidiaries”
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The capital share corresponds to the voting share.
Direct investments
2.2. Other payables
Other current liabilities to participations include insurance compensation for exhibition cancellations amounting to CHF 15.1 million (previous year: CHF 15.9 million) that has already been received but not yet transferred to the participations. The event cancellation insurance was taken out by MCH Group Ltd. The insurance compensation is thus collected in advance by MCH Group Ltd., which then transfers it to those participations that bear the loss due to the exhibition cancellations.
Liabilities to pension funds amount to CHF 0.2 million (previous year: none)
2.3. Shareholders' equity
The share capital is divided into 31,053,147 registered shares with a par value of CHF 1.00 each (previous year 31,053,147 registered shares with a par value of CHF 1.00 each).
Of the reported reserves from capital contributions of CHF 224.6 million (previous year: CHF 224.8 million), CHF 32.2 million have been confirmed by the tax authorities. The capital contributions from the capital reduction of CHF 133.8 million and capital contributions from the capital increase 2022 of CHF 58.4 million have been reported to the tax authorities, but the confirmation is still pending. 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 transfer within equity has not yet been made.
2.4. Treasury shares
In the previous year, MCH Group Ltd. subscribed treasury shares at an issue price of CHF 4.75 per share as part of the capital increase for the purpose of future remuneration of the Group Management Team. The subscription rights to which MCH Group Ltd. is entitled were exercised in full. On the balance sheet date of 31.12.2023, 46,028 shares were allocated to the Executive Board for remuneration purposes (previous year: none). The issue of shares to the Executive Board is not subject to any conditions.
In the reporting year 30,445 shares were allocated to the Board of Directors for remuneration (previous year: none).
2.5. Debt waiver and subordination of loans
In connection with the restructuring of a subsidiary, a debt waiver of CHF 20.0 million (prior year: CHF 2.0 million and a subordination of the loan of CHF 20.0 million were granted (Prior year: CHF 20.0 million).
In connection with the necessary restructuring of foreign subsidy a complete debt waiver of CHF 0.7 million was granted on the asset loan in the previous year.
2.6. Bond
As part of the financing of MCH Group Ltd., a CHF 100 million new issue (bond) was raised in 2018 with a term from 16.05.2018 to 16.05.2023 (5 years) and a coupon of 1.875 %. The financing was repaid in full on 16.05.2023.
2.7. Other operating income
In prior year CHF 5.8 million from a debt waiver of the Canton Basel-Stadt were collected in the previous year.
2.8. Share-based payments
Three vesting periods were defined for PSUs from the LTIP 2022–2024. They end as follows:
- On the 1st anniversary of the grant date for one third of the PSUs granted.
- On the 2nd anniversary of the grant date for a further third of the PSUs granted.
- On the 3rd anniversary of the grant date for the final third of the PSUs granted.
Two vesting periods were defined for PSUs from the LTIP 2023–2025. They end as follows:
- On the 2nd anniversary of the grant date for one third of the PSUs granted.
- On the 3rd anniversary of the grant date for two third of the PSUs granted.
The following personnel expenses, including social security benefits, were recognized:
In this year, a total of 46,028 shares were transferred to the plan participants, of which 20,454 shares were transferred to employees of MCH Group Ltd.
3. Further details
3.1. Full-time employees
The number of full-time employees averaged over the year was between 10 and 50 in both the reporting year and the previous year.
3.2. Collateral provided for third-party liabilities
To secure the contractual obligations of Arcual AG, MCH Group Ltd. has issued guarantees amounting to CHF 2.1 million (previous year CHF 2.3 million) as per 31.12.2023. A guarantee of CHF 0.4 million (USD 0.5 million) (previous year CHF 0.7 million, USD 0.8 million) was issued to secure a rent guarantee for MC2.
3.3. Contingent liabilities
As the parent company, MCH Group Ltd. guarantees the fulfilment of the contracts (investment contributions and loans earmarked for a specific purpose) with the public-sector entities (the Cantons of Basel-Stadt, Basel-Landschaft and Zurich and also the City of Zurich) by means of an abstract payment guarantee.
MCH Group Ltd. is jointly and severally liable with MCH Swiss Exhibition (Basel) Ltd. for a credit facility of CHF 40.0 million (previous year CHF 40.0 million), which was taken up for a sum of CHF 40.0 million (previous year CHF 40.0 million) by MCH Swiss Exhibition (Basel) Ltd. on the balance sheet date.
3.4. Maximum dividend payment
The financing concept with the public-sector entities (the Cantons of Basel-Stadt, Basel-Landschaft and Zurich and also the City of Zurich) provides for a maximum dividend payment of 5 % over the full financing term.
3.5. Key shareholders
At the end of 2023, 2,210 registered shareholders were entered in the share register (previous year 2,240).
Shareholding in excess of 0.5 % as of 31.12.2023 (31.12.2022)
- Lupa Investment Holdings LP: 38.52 % (38.52 %)
- Canton of Basel-Stadt: 37.52 % (37.52 %)
- LLB Swiss Investment AG: 1.47 % (2.09 %)
- Canton of Zurich: 0.77 % (0.77 %)
- City of Zurich: 0.72 % (0.72 %)
- Youngtimers AG; 0.71 % ( - )
- Montagsklub Zürich; 0.63 % (0.63 %)
3.6. Disclosure of participation rights
Shares held by members of the Board of Directors
The members of the Board of Directors and related parties hold shares to the value of kCHF 50,854 (previous year kCHF 55,712). The taxable value per share is CHF 4.18 (previous year CHF 4.60). The allocation of a further 19,228 shares as the 2023 remuneration component took place with a value date after 31.12.2023.
Shares held by members of the Executive Board
The members of the Executive Board and related parties hold shares to the value of kCHF 160 (previous year kCHF 92). The taxable value per share is CHF 4.18 (previous year CHF 4.60).
3.7. Events after the balance sheet date
No significant events have occurred after the balance sheet date and up to the adoption of the financial statements by the Board of Directors on March 21, 2024, which could affect the informative value of the 2023 financial statements and would therefore have to be disclosed here.
