1. General
The company is the holding company of the Precious Woods Group.
The Precious Woods Group is active in the field of sustainable forest management in South America and Africa following the guidelines for sustainable forest management laid out by the Forest Stewardship Council (FSC) and the Programme for the Endorsement of Forest Certification (PEFC). The PW Group is also active in the trading of timber products as well as the sale of CO2 emission rights.
The company was founded on 17 December 1990 as Precious Wood Ltd, duly registered in Tortola, British Virgin Islands. On 23 March 1992 the company was renamed Precious Woods Ltd.
On 25 June 2001, the Board of Directors and the Annual General Meeting of the company resolved to change the corporate domicile from Tortola, British Virgin Islands, to Zug, Switzerland, and to continue the incorporation of the company under Swiss law. The company was registered in its present form on 11 October 2001 in the commercial register of the canton of Zug, Switzerland.
The share capital as of 31 December 2019 was composed of 7 052 745 (2018: 7052 745) fully paid-in registered shares, each with a nominal value of CHF 1.00.
2. Authorized share capital
On 16 May 2019, the Annual General Meeting approved an authorized share capital of CHF 1 000 000 (1 000 000 shares with a nominal value of CHF 1.00 each). The Board of Directors is thus authorized to increase the share capital at any time until 15 May 2021 by a maximum amount of CHF 1 000 000 by way of issuance of no more than 1 000 000 registered shares that are to be fully paid in with a nominal value of CHF 1.00 each. In 2019, no capital increase was carried out from authorized share capital. On 31 December 2019, the amount of the authorized capital is thus CHF 1 000 000 in shares (1 000 000 shares with a nominal value of CHF 1.00 each).
The remaining authorized share capital expires on 15 May 2021.
3. Conditional share capital
As of 31 December 2019, the company had the following conditional share capital:
- a. As of 31 December 2016, the conditional capital thus amounted to CHF 301 935 (301 935 shares with a nominal value of CHF 1.00 each). On 18 May 2017, the Annual General Meeting authorized to increase the conditional share capital from CHF 301 935 to CHF 1 500 000 (1 500 000 shares with a nominal value of CHF 1.00 each) according to Article 3a of the Articles of Association. On 18 May 2017, the right to convert a convertible loan was exercised to purchase shares. The capital increase amounted to CHF 150 000 (150 000 shares with a nominal value of CHF 1.00 each). The exercise price was CHF 3.20 per share. There was no change in 2019. As of 31 December 2019, the conditional share capital amounted to CHF 1 350 000 (1 350 000 shares with a nominal value of CHF 1.00 each).
- b. Additionally, according to Article 3b of the Articles of Association, the share capital of the company may be increased by the maximum amount of CHF 46 638 by the issuance of no more than 46 638 (2018: 46 638) registered shares that are to be fully paid in and have a nominal value of CHF 1.00 each; this increase being the result of the exercise of option rights that can be granted to employees of the company or of affiliated companies As of 31 December 2019, the conditional share capital thus amounted to CHF 46 638 (46 638 shares with a nominal value per CHF 1.00 each).
4. Investments in subsidiaries
The company holds the following direct and indirect investments:
31 December 2019 | 31 December 2018 | |||||||||||
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CompanyCompany | Currency Currency |
Nominal share capitalNominal share capital |
Voting rights and ParticipationVoting rights and Participation |
Currency Currency |
Nominal share capitalNominal share capital |
Voting rights and ParticipationVoting rights and Participation |
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CompanyPrecious Woods Management Ltd. | Currency USD |
Nominal share capital20 000 |
Voting rights and Participation100.00% |
Currency USD |
Nominal share capital20 000 |
Voting rights and Participation100.00% |
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CompanyBritish Virgin Islands (dormant company) | Currency |
Nominal share capital |
Voting rights and Participation |
Currency |
Nominal share capital |
Voting rights and Participation |
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CompanyMIL Madeiras Preciosas Ltda. | Currency BRL |
Nominal share capital72 474 251 |
Voting rights and Participation100.00% |
Currency BRL |
Nominal share capital68 074 251 |
Voting rights and Participation97.30% |
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CompanyBrazil (land and forest operations, 40% owner of BK Energia) | Currency |
Nominal share capital |
Voting rights and Participation |
Currency |
Nominal share capital |
Voting rights and Participation |
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Company Madeiras Preciosas de Amazonia Manejo Ltda. (merged into MIL Madeiras Preciousas Ltda.) | Currency BRL |
Nominal share capital – |
Voting rights and Participation – |
Currency BRL |
Nominal share capital 4 400 000 |
Voting rights and Participation 99.98% |
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Company Brazil (dormant company) | Currency |
Nominal share capital |
Voting rights and Participation |
Currency |
Nominal share capital |
Voting rights and Participation |
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CompanyMonte Verde Manejo Florestal Ltda. 1 | Currency BRL |
Nominal share capital36 121 294 |
Voting rights and Participation100.00% |
Currency BRL |
Nominal share capital– |
Voting rights and Participation– |
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CompanyBrazil (land owner, former subsidiary of Precious Woods do Para) | Currency |
Nominal share capital |
Voting rights and Participation |
Currency |
Nominal share capital |
Voting rights and Participation |
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Company Precious Woods do Pará S.A. (merged into Monte Verde Manejo Florestal Ltda.) 1 | Currency BRL |
Nominal share capital – |
Voting rights and Participation – |
Currency BRL |
Nominal share capital 1 003 |
Voting rights and Participation 100.00% |
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Company Brazil (former sub-holding company) | Currency |
Nominal share capital |
Voting rights and Participation |
Currency |
Nominal share capital |
Voting rights and Participation |
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CompanyPrecious Woods Manejo Florestal Ltda. | Currency BRL |
Nominal share capital24 429 917 |
Voting rights and Participation100.00% |
Currency BRL |
Nominal share capital24 429 917 |
Voting rights and Participation100.00% |
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CompanyBrazil (dormant company) | Currency |
Nominal share capital |
Voting rights and Participation |
Currency |
Nominal share capital |
Voting rights and Participation |
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CompanyPrecious Woods Europe B.V. | Currency EUR |
Nominal share capital18 000 |
Voting rights and Participation100.00% |
Currency EUR |
Nominal share capital18 000 |
Voting rights and Participation100.00% |
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CompanyNetherlands (timber trade) | Currency |
Nominal share capital |
Voting rights and Participation |
Currency |
Nominal share capital |
Voting rights and Participation |
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CompanyUnio S.A. | Currency EUR |
Nominal share capital1 000 000 |
Voting rights and Participation100.00% |
Currency EUR |
Nominal share capital1 000 000 |
Voting rights and Participation100.00% |
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CompanyLuxembourg (sub-holding for Precious Woods Tropical Gabon Insutries S.A. (TGI)) | Currency |
Nominal share capital |
Voting rights and Participation |
Currency |
Nominal share capital |
Voting rights and Participation |
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CompanyLastour & Co. S.A. | Currency EUR |
Nominal share capital372 575 |
Voting rights and Participation100.00% |
Currency EUR |
Nominal share capital372 575 |
Voting rights and Participation100.00% |
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CompanyLuxembourg (sub-holding for Precious Woods Compagnie Equatoriale des Bois S.A. (CEB)) | Currency |
Nominal share capital |
Voting rights and Participation |
Currency |
Nominal share capital |
Voting rights and Participation |
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Company
1 Merger of Brazilian entities: Precious Woods do Pará S.A., Carolina Industria Ltda. as well as Monte Verde Madeiras Ltda. were merged and form together the legal entity Monte Verde Manejo Florestal Ltda.
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For further information on investments, we refer to note 32 to the consolidated group financial statements.
5. Other short-term interest-bearing liabilities
As of 31 December 2019, the short-term liabilities consist of two loans from shareholders in the amount of CHF 6.4 million. The loans have an interest of 6 %. The maturities are agreed from December 2020. Two loans in the amount of CHF 2.7 million were repaid in 2019.
6. Long-term interest-bearing liabilities
As of 31 December 2019, the long-term liabilities consist of one loan in the amount of CHF 20.0 million and three loans in the amount of EUR 1.0 million each from shareholders. The loans have an interest at 6 %, 4.5 % and 4.0 % and have terms until December 2022, December 2021, March 2021 and April 2021. In addition, the long-term liabilities include two further loans from shareholders in the amount of CHF 1.25 million each expiring in October 2022 and bearing interest at 1.5 %.