1. Company, name, registered office
HOCHDORF Holding Ltd, Siedereistrasse 9, 6280 Hochdorf LU
The holding has not employed any personnel since 1.1.2015.
General information
These financial statements have been prepared in accordance with the provisions on commercial accounting from the Swiss Code of Obligations (articles 957-963 b CO, valid from 1 January 2013).
The additional requirements for large companies according to article 961 d para. 1 CO (additional information in the notes, cash flow statement and financial report) are waived, as a consolidated financial statement according to Swiss GAAP FER is being issued.
By way of the reorganisation of the Group on 01.01.15, all business activities were outsourced to HOCHDORF Swiss Nutrition Ltd. The holding therefore no longer has any tangible fixed assets or personnel. They have been fully integrated into HOCHDORF Swiss Nutrition Ltd.
Cash and cash equivalents
Cash and cash equivalents include cash, balances in postal giro and bank accounts. They are valued at their nominal value. Short-term securities are measured at the market price on the balance sheet date.
Accounts receivable
Receivables are measured at nominal value less value adjustments. Identifiable individual risks are taken into account with appropriate value adjustments.
Securities and financial assets
Financial assets include loans to group companies. They are measured at their acquisition costs less possible value adjustments.
Own shares
Own shares are entered in the balance sheet as a deduction from equity at cost at the time of acquisition. At subsequent resale, the gain or loss is recorded in the income statement as a financial income or expense.
3.1. Shareoldings
| Capital in 1,000 | Capital and voting share | ||||||
| Purpose | Currency | 31.12.2015 | 31.12.2014 | 31.12.2015 | 31.12.2014 | ||
| Schweiz. Milch-Gesellschaft AG, Hochdorf | Inactive | TCHF | 100 | 100 | 100% | 100% | |
| HOCHDORF Swiss Nutrition Ltd, Hochdorf | Production | TCHF | 30,000 | 30,000 | 100% | 100% | |
| HOCHDORF Swiss Milk Ltd, Hochdorf | Trade | TCHF | n.a. | 1,000 | n.a. | 100% | 1 |
| HOCHDORF Nutrifood Ltd, Hochdorf | Trade | TCHF | n.a. | 100 | n.a. | 100% | 1 |
| HOCHDORF Nutricare Ltd, Hochdorf | Trade | TCHF | 1,200 | 1,200 | 100% | 100% | |
| HOCHDORF Swiss Whey Ltd, Hochdorf | Inactive | TCHF | 100 | 100 | 100% | 100% | |
| HOCHDORF Baltic Milk UAB, LT-Medeikiai | Production | EUR/LTL | 5,792 | 20,000 | 100% | 100% | 2 |
| HOCHDORF Deutschland GmbH in Liq., DE-Siegburg | Trade | EUR | 200 | 200 | 100% | 100% | 3 |
| Marbacher Ölmühle GmbH, DE-Marbach | Production | EUR | 2,000 | 100 | 100% | 100% | 4 |
| Uckermärker Milch GmbH, DE-Prenzlau | Production | EUR | 10,000 | 4,650 | 60% | 60% | 5 |
| Ostmilch Handels GmbH, DE-Bad Homburg | Trade | EUR | 1,000 | 1,000 | 26% | 26% | |
| Ostmilch Handels GmbH Frischdienst Oberlausitz KG, DE-Schlegel | Logistics | EUR | 51 | 51 | 26% | 26% | |
| Ostmilch Frischdienst Magdeburg GmbH, DE-Meitzendorf | Trade | EUR | 25 | 26 | 26% | 26% | 6 |
| HOCHDORF Americas Ltd, UY-Montevideo | Trade | UYU | 72 | n.a. | 60% | n.a. | 7 |
| HOCHDORF South Africa Ltd., SA-Cape Town | Production | ZAR | 500 | n.a. | 90% | n.a. | 8 |
- Merged into HOCHDORF Swiss Nutrition Ltd as at 1.1.2015.
- As at 1.1.2015 conversion of currency from Litas to EUR at fixed conversion rate of 1 EUR = 3.4528 LTL.
- Company is in liquidation.
- Capital increase as at 07.05.2015 to EUR 2 million.
- Capital increase as at 25.03.2015 and 21.10.2015 to total EUR 10 million.
- Change of legal form from KG to GmbH with simultaneous name change and capital adjustment.
- Formation on 02.03.15.
- Formation on 18.05.15.
3.2. Current interest-bearing payables
| CHF 1,000 | 31.12.2015 | 31.12.2014 |
| Consortium loan | 0 | 40,045 |
| Total | 0 | 40,045 |
3.3. Long-term interest-bearing payables
| CHF 1,000 | 31.12.2015 | 31.12.2014 |
| Consortium loan | 55,000 | 0 |
| Convertible bond | 0 | 45,120 |
| Loans of shareholdings | 195 | 198 |
| Total | 55,195 | 45,318 |
3.4. Other operating costs
| CHF 1,000 | 31.12.2015 | 31.12.2014 | |
| Occupancy | 0 | –235 | |
| Maintenance, repair, replacement | 0 | –401 | |
| Vehicle and transport | 0 | –22 | |
| Property insurance, fees | 18 | –434 | |
| Administration and IT | –30 | –620 | |
| Marketing and sales | 0 | –87 | |
| Other operating costs | –1 | –1 | |
| Bank charges, agency fees | –208 | –69 | |
| Total | –221 | –1,869 |
4. Bond issue
| Type of bond | Convertible bond |
| Nominal amount | CHF 50 million |
| Securities number | 12931421 / ISIN CH0129314214 |
| Interest rate | 3% |
| Duration | 30 May 2011 to 30 May 2016 |
| Conversion price | CHF 123.10 |
| Repayment | Premature termination as at 28.12.2015 |
| Outstanding as of 31.12.2015 nominal | CHF 0 |
5. Shareholders
| >3% | 31.12.2015 | 31.12.2014 |
| ZMP Invest AG, Lucerne | 10.50% | 10.96% |
| of which 78,886 shares without voting rights | ||
| Weiss family and Innovent Holding AG, Wollerau | 5.21% | 6.68% |
| of which 3,019 shares without voting rights | ||
| Argos Investment Managers S.A., Geneva | 3.90% | 4.90% |
| Maurer Group, Hunzenschwil | <3% | 3.57% |
7. Release of hidden reserves
| CHF | 31.12.2015 | 31.12.2014 |
| Release of hidden reserves (by way of the reorganisation on 1.1.2015 transferred to HOCHDORF Swiss Nutrition Ltd) | 1,781,950 | 174,010 |
8. Transactions with own shares
| Business year 2015 | Business year 2014 | ||||
| 01.01.15 balance | 5,143 shares | at price 136.75 | 01.01.14 balance | 307 shares | at price 96.68 |
| Purchases BY 2015 | 44,708 shares | at av. price 148.04 | Purchases BY 2014 | 53,753 shares | at av. price 125.00 |
| Sales BY 2015 | 25,851 shares | at av. price 140.54 | Sales BY 2014 | 48,917 shares | at av. price 126.92 |
| 31.12.15 balance | 24,000 shares | at price 157.51 | 31.12.14 balance | 5,143 shares | at price 136.75 |
10. Authorised capital
As of 31.12.2015, HOCHDORF HOLDING Ltd had total authorised capital of CHF 3,184,710 nominally by issuing up to 318,471 registered shares to be paid with a nominal value of CHF 10 per share.
11. Shareholdings of the Board of Directors and the Group Management
As of 31 December, the members of the Board of Directors and the Group Management (including related persons) held the following number of shares in the company:
Board of Directors
| Number of shares 31.12.15 | Number of shares 31.12.2014 | |
| Josef Leu, Chairman, Audit Committee, Personnel and Compensation Committee | 1,290 | 1,290 |
| Anton von Weissenfluh, Vice Chairman, Personnel and Compensation Committee, Market and Strategy Committee | 1,203 | 1,000 |
| Meike Bütikofer, Market and Strategy Committee | 441 | 441 |
| Walter Locher, Audit Committee | 1,200 | 1,200 |
| Urs Renggli, Audit Committee | 5,628 | 4,654 |
| Niklaus Sauter, Personnel and Compensation Committee | 114 | 114 |
| Holger Karl-Herbert Till, Market and Strategy Committee | 150 | 0 |
| Board of Directors Total | 10,026 | 8,699 |
Group Management
| Thomas Eisenring, CEO | 600 | 400 |
| Marcel Gavillet, CFO | 1300 | 700 |
| Karl Gschwend, Managing Director Strategic Projects | 114 | 114 |
| Werner Schweizer, Managing Director Dairy Ingredients | 165 | 165 |
| Michel Burla, Managing Director Cereals & Ingredients | 300 | 200 |
| Folkert Togtema, Managing Director Baby Care from 1.5.2015 | 32 | n.a. |
| Christoph Peternell, COO, from 1.6.2015 | 200 | n.a. |
| Frank Hoogland, Managing Director, Global Marketing and Sales from 14.9.2015 | 0 | n.a. |
| Michiel de Ruiter, Managing Director Baby Care until 30.04.2015 | n.a. | 1,576 |
| Group Management Total | 2,711 | 3,155 |
In the reporting year, no shares were allotted to the Board of Directors or to Group Management. Acquisition is made directly on a private basis.