Notes 1–3

1Principles

General aspects

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.

Non-current assets

Non-current assets include long-term loans and investments. Loans granted in foreign currencies are translated at the exchange rate applicable on the balance sheet date; unrealized losses are recorded, but unrealized profits are not recognized. Investments are valued at their acquisition cost adjusted for impairment losses, if any.

Treasury shares

Treasury shares are recognized at historical costs and deducted from shareholders’ equity at the time of acquisition. In case of a resale, the gain or loss is recognized through equity.

Long-term interest-bearing liabilities

Interest-bearing liabilities are recognized in the balance sheet at nominal value. Issue costs for financial debts are capitalized and amortized on a straight-line basis over the financial debt maturity period.

Foregoing a cash flow statement and additional disclosures in the notes

As Cicor Technologies Ltd. has prepared its consolidated financial statements in accordance with a recognized accounting standard (Swiss GAAP FER), it has decided to forego presenting additional information on interest-bearing liabilities and audit fees in the notes as well as a cash flow statement in accordance with the law.

Derivative financial instruments

Derivative financial instruments for hedging balance sheet items are stated at fair value upon conclusion of the contract and are shown under other current receivables third parties and financial liabilities third parties. Consequently, the derivative financial instruments are valued at market value at each end of period whereas non-realized gains and losses are recognized in the financial result. The market values of the derivative financial instruments are derived from the market prices at the end of the period. To hedge currency risks, the Group can make use of foreign exchange forwards.

2Information on Balance Sheet and Income Statement items

Loans to subsidiaries

Loans in the amount of TCHF 18 150 have been granted to subsidiaries in Switzerland and Asia. Loans in the amount of  TEUR 10 200 have been granted to subsidiaries in Germany and Romania. Loans in the amount of TUSD 8 727 have been granted to subsidiaries in Asia. A loan in the amount of TSGD 3 700 has been granted to a subsidiary in Asia.

Investments

Non-current financial liabilities

On 20 January 2022, Cicor issued a five-year, interest-free mandatory convertible note (MCN) with a principal amount of CHF 20 million. The MCN was subject to a reopening clause allowing Cicor to increase the principal amount of the MCN up to a maximum  of CHF 60.2 million within the 12-months reopening period without prior consent or permission of the holders through the issue of further fungible MCNs fully allocated to its main shareholder OEP, under its agreement to provide Cicor with a fully underwritten standby equity facility. On 27 September 2022, Cicor exercised its option to reopen the issuance of the mandatory convertible note in the amount of CHF 40.2 million and to sell these additional notes to OEP.

The conversion price is fixed at CHF 47.50 per share, subject to subsequent adjustments for anti-dilution events. Shares to be delivered upon conversion of the MCN will be new shares to be issued from the conditional capital of the issuer with the same entitlements as the other outstanding shares. No fractions will be delivered and no cash payments will be made to the holders. The MCN contains the following early conversion option for holders: each holder may elect to convert the MCN early during the optional conversion period starting 730 days after issuance up to 10 days prior to maturity or following the formal announcement of a takeover bid to Cicor’s shareholders during the additional offer period, unless certain thresholds have not been met after the first offer period.

Non-current interest-bearing liabilities

Cicor signed a syndicated bank loan agreement on 18 June 2021 on a total line of CHF 80 million plus an optional acquisition credit line in the amount of CHF 75 million. As of 31 December 2022, CHF 55 million of the revolving credit line was utilized and the optional acquisition credit line in the amount of CHF 75 million was fully utilized. CHF 60 million remains outstanding on this line.

Ordinary share capital

Effective as of 14 April 2022, 340 000 new registered shares with a par value of CHF 10.00 each were created from the authorized capital according to Art. 5 sexies of the Company’s Articles of Association. The subscription rights of the 340 000 newly created true reserve shares have been withdrawn in view of potential acquisitions. The Cicor Group has thus secured the flexibility to use the newly created shares at any time and at short notice in order to partially finance future acquisitions. The ordinary share capital as of 31 December 2022 consists of 3 409 542 registered shares with a par value of CHF 10.00 each (31 December 2021: 3 069 542 registered shares with a par value of CHF 10.00 each).

Cicor Technologies Ltd. is a holding company established under Swiss law. According to the provisions of law ­governing the appropriation of retained earnings by holding companies, the share capital and appropriations to the general legal reserve to the extent of 20% of share capital may not be distributed.

Capital contribution reserve

Distributions from the capital contribution reserve are not subject to income taxes in Switzerland and can be effected free of Swiss withholding tax. The increase in 2022 stems from transactions in November 2021 (CHF 8 030 774) and September 2022 (CHF 4 140 613). The confirmation from the Swiss tax authorities that these additions qualify as part of the capital contribution reserve has not yet been received.

Share premium

The amount of CHF 8 030 774 was transferred to the capital contribution reserve in 2022. The remaining balance of CHF 1 685 075 was transferred to the general reserve.

Dividend

At the Shareholders' Meeting on 12 April 2022, the shareholders decided that no dividend will be paid for the financial year 2021

Authorized capital

At the Annual General Meeting on 16 April 2020, the shareholders decided to renew the authorization of the Board of Directors to increase the share capital by a maximum of 600 000 fully paid-in shares at a nominal value of CHF 10 by 16 April 2022. 167 450 of those shares were used for the capital increase as of 30 November 2021 in connection with the purchase of Axis EMS Heights Ltd. and its subsidiaries. Effective as of 14 April 2022, 340 000 new registered shares with a par value of CHF 10.00 each were created from the authorized capital according to Art. 5 sexies of the Company’s Articles of Association. The authorized capital ceased to exist on 15 April 2022 and the Company consequently had no authorized capital as of 31 December 2022.

Conditional capital

At the Annual General Meeting on 12 April 2022, the Shareholders decided to extend the conditional capital according to Art. 5 bis of the Company’s Articles of Association as follows: the share capital may be conditionally increased by a maximum of CHF 1 200 000 by issuing up to 120 000 fully paid-in registered shares with a nominal value of CHF 10.00 each through the exercise of option rights granted to directors, officers, senior executives and employees of the Company or its subsidiaries, according to plans established by the Board of Directors.

At the Annual General Meeting on 16 December 2021, the shareholders decided that the share capital of the Company may be increased by an additional maximum amount of CHF 13 303 750 by issuing up to 1 330 375 fully paid-in registered shares with a nominal value of CHF 10.00 each through the exercise or compulsory exercise of conversion, exchange, option or similar subscription rights granted to shareholders or third parties, alone or in connection with bonds, loans, options, warrants or other financial market instruments or contractual obligations, subscription or similar share subscription rights, granted to shareholders or third parties, alone or in connection with bonds, loans, options, warrants or other financial market instruments or contractual obligations of the Company or one of its subsidiaries (hereinafter collectively: financial instruments).

Treasury shares

Financial income

Financial income includes dividends from subsidiaries of TCHF 16 711 and foreign exchange gains of TCHF 2 337.

Administrative expense

Administrative expense mainly consists of remuneration to the Board of Directors of TCHF 300 and stewardship costs of TCHF 2 487 (costs charged by Cicor Management AG, costs for the annual report and the Annual General Meeting and consulting, investor relations and audit costs).

3Other information  

Full-time equivalents

Cicor Technologies Ltd. does not have any employees.

Collateral provided for liabilities of third parties

For a lease contract between Cicorel and a Swiss insurance company, Cicor Technologies Ltd. grants a guarantee in favor of said insurance company in the amount of TCHF 6 896 (2021: TCHF 7 449), which represents the discounted value of future rental payments.

Pledged assets

The shares of the following companies are in deposit with Commerz­bank AG and pledged as collateral for the syndicated credit line: Cicorel SA, Electronicparc Holding AG, Swiss­tronics Contract Manufacturing AG, Reinhardt Microtech AG, RHe Microsystems GmbH, Axis EMS Heights Ltd.

Principal shareholders 

The following shareholdings correspond to the ones reported according to the regulations of the Swiss stock exchange (SIX Swiss Exchange) and updated as in the share register as of the end of the year.

Remuneration of Board of Directors and Group Management

Information on the remuneration of the Board of Directors and of the Group Management is disclosed in the Remuneration Report.

Shareholdings of the Board of Directors and Group Management

Shares or options on shares for members of the Board

No shares or option and conversion rights were allocated to members of the Board of Directors or to employees of the Company in 2022 or 2021.

Significant events after the balance sheet date

There were no events between 31 December 2022 and 1 March 2023 that would necessitate adjustments to the book value of the Company’s assets or liabilities, or that require additional disclosure in the financial statements.