Annual report 2023

Notes to the financial statements of medmix Ltd

1 General information

1 General information

medmix Ltd, Baar, Switzerland (the company), is the parent company of the medmix group. Its financial statements are prepared in accordance with Swiss law and serve as complementary information to the consolidated financial statements.

These financial statements were prepared according to the provisions of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below. medmix Ltd is presenting its consolidated financial statements according to IFRS Accounting Standards. As a result, medmix Ltd has applied the exemption included in Article 961d SCO and has not included additional disclosures such as a cash flow statement or a management report in its financial statements.

2 Key accounting policies and principles

2 Key accounting policies and principles

Treasury shares

Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. In case of a resale, the gain or loss is recognized through the income statement as financial income or financial expenses.

Investments in subsidiaries

Investments are initially recognized at cost or, if the value is lower, at value in use, using generally accepted valuation principles.

Share-based payments

medmix Ltd operates a share-based payment program that covers the Board of Directors. Restricted share units (RSUs) are granted annually. The plan features graded vesting over a three-year period. One RSU award is settled with one medmix share at the end of the vesting period. Awards automatically vest with the departure from the Board. The fair value of the medmix share at vesting date is recognized as compensation to the Board of Directors. 

3 Investments in subsidiaries

3 Investments in subsidiaries

A list of the major subsidiaries held directly or indirectly by medmix Ltd is included in note 33 of the consolidated financial statements.

4 Equity

4 Equity

Share capital

The share capital as of December 31, 2023, 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, 2022, 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. As of September 20, 2023, the authorized share capital expired.

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).

Shareholders holding more than 3%

 

 

Dec 31, 2023

 

Dec 31, 2022

 

 

Number of shares

 

in %

 

Number of shares

 

in %

Viktor Vekselberg (direct shareholder: Tiwel Holding AG)

 

16’728’414

 

40.54

 

16’728’414

 

40.54

The Capital Group Companies, Inc. (direct shareholder: Capital Research and Management Company)

 

1’248’655

 

3.03

 

2’065’631

 

5.01

FIL Limited

 

2’025’719

 

4.90

 

2’025’719

 

4.90

UBS Fund Management (Switzerland) AG

 

1’489’532

 

4.35

 

1’489’532

 

4.35

Reserves from capital contributions

The share capital increase as of September 30, 2021, resulted in reserves from capital contribution of CHF 294’653k.

Treasury shares held by medmix Ltd

 

 

2023

 

2022

thousands of CHF

 

Number of shares

 

Total transaction amount

 

Number of shares

 

Total transaction amount

Balance as of January 1

 

347’536

 

12’470

 

150’000

 

6’489

Purchase

 

144’000

 

3’105

 

200’000

 

6’069

Share-based remuneration

 

–11’013

 

–391

 

–2’464

 

–88

Balance as of December 31

 

480’523

 

15’184

 

347’536

 

12’470

The total number of treasury shares held by medmix Ltd as of December 31, 2023, amounted to 480'523 (December 31, 2022: 347'536), which are mainly held for the purpose of issuing shares under the management share-based payment programs.

5 Contingent liabilities

5 Contingent liabilities

thousands of CHF

 

2023

 

2022

Guarantees, sureties and comfort letters for subsidiaries

 

 

 

 

– to banks and insurance companies

 

54’845

 

28’591

Total contingent liabilities as of December 31

 

54’845

 

28’591

As of December 31, 2023, CHF 16'341k (2022: CHF 5'111k) of guarantees, sureties and comfort letters for subsidiaries to banks and insurance companies were utilized.

The separation from Sulzer Ltd was effected by way of a symmetrical demerger according to the Swiss Merger Act. Under the merger act, the company may be held liable by creditors of Sulzer Ltd, who may be able to enforce certain claims existing at the time of the spin-off or having their basis prior to the spin-off against the company.

6 Investment income

6 Investment income

In 2023, the investment income contained dividend payments from medmix Group AG amounting to CHF 40'000k (2022: CHF 25'000k)

7 Financial income and expenses

7 Financial income and expenses

The financial income contains interests on loans with subsidiaries amounting to CHF 2'193k (2022: CHF 1'965k).

The financial expenses contain losses on treasury shares provided to share plan participants of CHF 169k (2022: CHF 16), foreign exchange losses of CHF 41k (2022: CHF 2), bank fees of CHF 18k (2022: CHF 22k) and interest expenses of CHF 23k (2022: CHF 11k).

8 Administrative expenses

8 Administrative expenses

thousands of CHF

 

2023

 

2022

Compensation of the Board of Directors

 

–582

 

–489

Other administrative expenses

 

–7’781

 

–11’985

Total administrative expenses

 

–8’363

 

–12’474

medmix Ltd does not have any employees. The compensation to the Board of Directors includes share-based payments and remuneration. Other administrative expenses contain management services and recharges from subsidiaries.

9 Share participation of the Board of Directors

9 Share participation of the Board of Directors

The compensation of the Board of Directors consists of a fixed cash component and a restricted share unit (RSU) component with a fixed grant value. The number of RSUs is determined by dividing the fixed grant value by the volume-weighted share price of the last ten days prior to the grant date. One-third of the RSUs each vest after the first, second and third anniversaries of the grant date, respectively. Upon vesting, one vested RSU is converted into one share of medmix Ltd. The vesting period for RSUs granted to the members of the Board of Directors ends no later than on the date on which the member steps down from the Board. The allocation was as follows: 

 

 

2023

 

2022

 

 

Quantity

 

Value in CHF

 

Quantity

 

Value in CHF

Allocated to members of the Board of Directors

 

25’153

 

542’500

 

16’797

 

550’055

10 Subsequent events after the balance sheet date

10 Subsequent events after the balance sheet date

At the time when these financial statements were authorized for issue, the Board of Directors was not aware of any events that would materially affect these financial statements.