Notes to the Financial Statements

1 Preliminary note

1 Preliminary note

Squeeze-out merger

On 24 June 2020, the Annual General Meeting of Alpiq Holding Ltd. (VAT ID no. CHE‑100.032.288) approved the squeeze-out merger with Alpha 2020 Ltd. proposed by the Board of Directors. Following the approval resolution passed at the Extraordinary General Meeting of Alpha 2020 Ltd. on the same day, Alpiq Holding Ltd. was merged as the transferring company into Alpha 2020 Ltd. with retroactive effect from 1 January 2020, assuming all assets and liabilities at their previous carrying amount. On the same day, Alpha 2020 Ltd. was renamed Alpiq Holding Ltd. The merger became legally effective upon entry in the Swiss commercial register on 26 June 2020.

Basis of preparation

The financial statements of Alpiq Holding Ltd., Lausanne, have been prepared in accordance with the provisions of Swiss accounting legislation (Title 32 of the Swiss Code of Obligations). As in the previous year, the company employed no staff during the financial year.

The following section describes the main valuation principles applied that are not specified by law.

Securities

Securities held in current assets are measured at the market price on the reporting date. No fluctuation reserve is recognised.

Loans receivable / hedges

Loans receivable that are denominated in foreign currencies are measured at the closing rate on the reporting date, whereby unrealised losses are recognised, and unrealised gains are not reported. In the case of derivatives deployed in hedges, too, unrealised losses are recognised, but unrealised gains are not recognised.

Investments

The investments are generally measured individually. The only exceptions are the investments in Alpiq Ltd. and Alpiq Suisse Ltd., which have been tested for impairment by way of group measurement since 2017, as these companies form an economic unit. Since 2017, Alpiq Suisse Ltd. has operated as a meta partner power plant that sells its energy to Alpiq Ltd. at production cost.

Bonds

Bonds are recognised at face value. The discount and issue costs of bonds are recognised as finance costs in the issue year. Any premium (less issue costs) is recognised as a deferred credit and amortised on a straight-line basis over the bond’s maturity.

2 Dividend income

2 Dividend income

Dividend income comprises dividends received from subsidiaries.

3 Finance income

3 Finance income

CHF

2021

2020

Interest income from group companies

35,555,331

33,803,499

Interest income from third parties

67,308

518,755

Other finance income from group companies

2,514,736

2,288,003

Other finance income from third parties

188,658

755,112

Foreign exchange gain

366,582,976

146,667,859

Total

404,909,009

184,033,228

4 Finance costs

4 Finance costs

CHF

2021

2020

Interest expense to group companies

– 33,373,210

– 32,374,024

Interest expense to shareholders

– 61,863

 

Interest expense to third parties

– 49,157,988

– 49,588,501

Other finance costs to third parties

– 3,478,804

– 3,484,957

Foreign exchange loss

– 413,899,695

– 143,512,417

Total

– 499,971,560

– 228,959,899

5 Loss on sale of investments

5 Loss on sale of investments

In 2018, Alpiq sold the Engineering Services business, which comprises the Alpiq InTec Group and the Kraftanlagen Group. On 22 December 2020, Alpiq and Bouygues Construction reached an out-of-court settlement in connection with diverging views on the definitive sale price. In 2020, Alpiq refunded CHF 54.5 million to Bouygues Construction. The arbitration proceedings, which were simultaneously initiated by both parties on 12 February 2019, therefore came to an end.

6 Trade receivables

6 Trade receivables

CHF

31 Dec 2021

31 Dec 2020

Due from group companies

169,041

32,478

Total

169,041

32,478

7 Other current receivables

7 Other current receivables

CHF

31 Dec 2021

31 Dec 2020

Due from group companies

470,189,425

110,142,142

Due from third parties

1,535,926

548,291,422

Total

471,725,351

658,433,564

Other current receivables comprise cash pool balances, loans and non-current term deposits with a maximum term of 12 months as well as VAT and withholding tax receivables.

8 Loans receivable

8 Loans receivable

CHF

31 Dec 2021

31 Dec 2020

Due from group companies

786,741,575

833,009,084

Total

786,741,575

833,009,084

9 Investments

9 Investments

A list of direct and significant indirect investments is disclosed in note 5.2 of the notes to the consolidated financial statements.

10 Trade payables

10 Trade payables

CHF

31 Dec 2021

31 Dec 2020

Due from third parties

351,054

372,502

Total

351,054

372,502

11 Current interest-bearing payables

11 Current interest-bearing payables

CHF

31 Dec 2021

31 Dec 2020

Due to group companies

357,665,634

511,758,660

Due to shareholders

205,568,100

 

Due to third parties

497,522,800

193,675,000

Total

1,060,756,534

705,433,660

Current interest-bearing payables include cash pooling payables, bonds due for repayment in the next 12 months and loans payable with a remaining term of no more than 12 months.

12 Other current liabilities

12 Other current liabilities

CHF

31 Dec 2021

31 Dec 2020

Due from third parties

20,981

108,419

Total

20,981

108,419

13 Provisions

13 Provisions

Provisions include a provision for the recapitalisation of Alpiq Deutschland GmbH that may become necessary. They also contain a provision for the expected legal costs in connection with the compensation review proceedings pursuant to Art. 105 of the Swiss Merger Act (FusG) filed against Alpiq Holding Ltd. With these two proceedings, former shareholders are seeking a judicial review of the compensation paid by Schweizer Kraftwerksbeteiligungs-AG (SKBAG) in connection with the squeeze-out merger. On account of the facts and circumstances known at that time, in particular the two independent valuation reports which deemed the amount of compensation per share to be appropriate, Alpiq Holding Ltd. considers it unlikely that this litigation will result in a negative outcome for the company. For more information about this matter, please refer to note 4.8 of the notes to the consolidated financial statements.

14 Interest-bearing loans payable

14 Interest-bearing loans payable

CHF

31 Dec 2021

31 Dec 2020

Due to group companies

860,553,797

860,553,797

Total

860,553,797

860,553,797

The loan payable has a remaining maturity of 23 months.

15 Bonds

15 Bonds

CHF

Maturity

Earliest repayment date

Interest rate in %

Face value at 31 Dec 2021

Face value at 31 Dec 2020

Fixed-rate bond issued by Alpiq Holding Ltd. 1

2011 / 2021

20 Sept 2021

2.2500

 

143,675,000

Fixed-rate bond issued by Alpiq Holding Ltd. 2

2012 / 2022

16 May 2022

3.0000

144,690,000

144,690,000

Fixed-rate bond issued by Alpiq Holding Ltd.

2015 / 2023

30 Jun 2023

2.1250

140,695,000

140,695,000

Fixed-rate bond issued by Alpiq Holding Ltd.

2014 / 2024

29 Jul 2024

2.6250

260,000,000

260,000,000

Public hybrid bond issued by Alpiq Holding Ltd.

15 Nov 2022

4.5325

650,000,000

650,000,000

1 At 31 December 2020 recognised under “Current interest-bearing payables”.

2 At 31 December 2021 recognised under “Current interest-bearing payables”.

16 Equity

16 Equity

 

 

 

 

 

 

CHF

Share capital

Capital contribution reserves

Statutory revenue reserves

Retained earnings

Total equity

Balance pursuant to founding balance sheet 1

278,746

 

 

 

278,746

Effects of the squeeze-out merger

 

1,378,132,670

 

1,526,081,136

2,904,213,806

Conversion of shareholder hybrid loan

52,358

366,447,692

 

 

366,500,050

Net income

 

 

 

– 119,857,413

– 119,857,413

Balance at 31 December 2020

331,104

1,744,580,362

0

1,406,223,723

3,151,135,189

Dividends

 

 

 

– 46,354,510

– 46,354,510

Transfer to the statutory revenue reserve

 

 

170,000

– 170,000

0

Net income

 

 

 

– 8,018,924

– 8,018,924

Balance at 31 December 2021 2

331,104

1,744,580,362

170,000

1,351,680,289

3,096,761,755

1 Full cash contribution of share capital upon foundation

2 The Swiss Federal Tax Administration confirmed capital contribution reserves of CHF 1,740,949,469.

17 Collateral provided for third-party liabilities

17 Collateral provided for third-party liabilities

Guarantees in favour of group companies and third parties totalled CHF 844 million at 31 December 2021 (previous year: CHF 592 million). Of this, an amount of CHF 512 million (CHF 303 million) relates to bank guarantees and CHF 332 million (CHF 289 million) to guarantees issued by Alpiq Holding Ltd.

18 Contingent liabilities

18 Contingent liabilities

As part of the sale of the Engineering Services business, Alpiq Deutschland GmbH, for which Alpiq Holding Ltd. has subsidiary liability, must bear any fines and costs of Kraftanlagen Energies & Services GmbH (formerly Kraftanlagen München GmbH) resulting from the proceedings started by the state prosecutor of Munich I and the German Federal Cartel Office in the first quarter of 2015. Alpiq still deems it unlikely that Kraftanlagen Energies & Services GmbH will be convicted, which is why it was decided not to record a liability for this matter. For more information about this matter, please refer to note 5.1 of the notes to the consolidated financial statements.

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