21 Equity

Share capital

On September 20, 2021, Sulzer Ltd shareholders at their extraordinary general meeting (EGM) approved the demerger plan and the incorporation of medmix Ltd with a registered share capital of 34’262’370 shares (registered shares with a nominal value of CHF 0.01 each).

As of September 30, 2021, the company increased its share capital from CHF 342’623.70 to CHF 412’623.70, by using part of the authorized capital that was created in the EGM of Sulzer Ltd on September 20, 2021.

The share capital as of December 31, 2021, amounted to CHF 412’623.70, made up of 41’262’370 shares with dividend entitlement and a par value of CHF 0.01. All shares were fully paid in and registered.

As of December 31, 2021, the company had a remaining authorized share capital of CHF 10’000.00, corresponding to 1’000’000 shares at a nominal value of CHF 0.01 each. The Board of Directors is authorized to increase the share capital of the company by the aforementioned remaining amount, at any time, until September 20, 2023.

Share ownership

medmix shares are freely transferable provided that, when requested by the company to do so, buyers declare that they have purchased and will hold the shares in their own name and for their own account. Nominees will only be entered in the share register with the right to vote provided that they meet the following conditions: the nominee is subject to the supervision of a recognized banking and financial market regulator; the nominee has entered into an agreement with the Board of Directors concerning its status; the share capital held by the nominee does not exceed 3% of the registered share capital entered in the commercial register; and the names, addresses and number of shares of those individuals for whose accounts the nominee holds at least 0.5% of the share capital have been disclosed. The Board of Directors is also entitled, beyond these limits, to enter shares of nominees with voting rights in the share register, provided that the above-mentioned conditions are met (see also paragraph 6a of the Articles of Association at https://medmix.swiss/en/Investors/Governance).

Contributions from/to the Sulzer group

Some changes in net assets allocated between the Sulzer group and the group prior to the spin-off are presented separately in the consolidated financial statements through the lines “Contribution from the Sulzer group” and “Contribution to the Sulzer group” in the statement of changes in equity reflecting the internal activities between the Sulzer group and the group during the periods presented. These primarily relate to the debt split between the group and the Sulzer group and to acquisitions as described further below and recharges for vested Sulzer shares under the existing Sulzer share plans.

As part of the debt split between the group and the Sulzer group during 2021, the unfulfilled part of a loan agreement, namely the repayment and interest payment obligations under the loan agreement amounting in total to CHF 80.2 million, was transferred to the group in the course of the spin-off, while the loan proceeds remained with the Sulzer group. Consequently, retained earnings of the group decreased by CHF 80.2 million and the effect is disclosed as a contribution to the Sulzer group in the statement of changes in equity.

During 2021, the group acquired Sulzer Mixpac (UK) from the Sulzer group for CHF 17.9 million. Sulzer Mixpac (UK) already formed part of the group for the purpose of issuing the combined and carve-out financial statements for the medmix business in 2020. The purchase price is disclosed as contribution to the Sulzer group in the statement of equity.

On October 1, 2020, the group received a contribution from the Sulzer group related to the acquisition of Haselmeier amounting to CHF 82.0 million. The contribution is disclosed under “contribution from the Sulzer group” in the statement of changes in equity. Refer to note 4 for further details.

Retained earnings

The retained earnings include prior years’ undistributed income of consolidated companies and all remeasurements of the net liability for defined benefit plans.

The share capital increase as of September 30, 2021, resulted in net proceeds of CHF 294.7 million after deducting stamp duty of CHF 3.1 million and directly related transaction costs of CHF 17.2 million.

Treasury shares

In 2021, the group acquired in total 150’000 treasury shares to cover its existing exposure from share-based payment programs for consideration of CHF 6.5 million. The total number of shares held by the group as of December 31, 2021, amounted to 150’000 treasury shares (December 31, 2020: 0 shares).

Cash flow hedge reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments where the hedged transaction has not yet occurred. Amounts are reclassified to profit or loss when the associated hedged transaction affects the income statement.

Currency translation reserve

The currency translation reserve comprises all foreign exchange differences arising on the translation of the financial statements of consolidated entities whose currency differs from the reporting currency of the group.

Dividends

In 2021, prior to the spin-off, the group distributed dividends amounting to CHF 41.3 million (2020: CHF 52.0 million) to the Sulzer group. No dividends were declared or paid from September 20, 2021 to December 31, 2021.

The Board of Directors decided to propose to the annual general meeting 2022 a dividend for the financial year 2021 of CHF 0.50 per share.