Professional Documents
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YYQUHLP20220511T15030101_002
Numéro RCS : B141451
Référence de dépôt : L220130149 RCSL Nr. : B141451 Matricule : 2008 2436 732
Déposé et enregistré le 11/07/2022
eCDF entry date : 01/07/2022
ASSETS
The notes in the annex form an integral part of the annual accounts
YYQUHLP20220511T15030101_002
The notes in the annex form an integral part of the annual accounts
Registre de Commerce et des Sociétés
YYQUHLP20220511T15030101_003
Numéro RCS : B141451
Référence de dépôt : L220130149 RCSL Nr. : B141451 Matricule : 2008 2436 732
Déposé le 11/07/2022
eCDF entry date : 01/07/2022
The notes in the annex form an integral part of the annual accounts
YYQUHLP20220511T15030101_003
b) other income not included under a) 1725 13 725 49.461.888,14 726 6.743.909,52
14. Interest payable and similar expenses 1627 15 627 -78.273.880,83 628 -34.319.276,56
a) concerning affiliated undertakings 1629 629 -36.865.742,25 630 -19.761.830,09
b) other interest and similar expenses 1631 631 -41.408.138,58 632 -14.557.446,47
16. Profit or loss after taxation 1667 667 713.059,26 668 362.359,75
18. Profit or loss for the financial year 1669 669 707.852,80 670 350.880,45
The notes in the annex form an integral part of the annual accounts
Registre de Commerce et des Sociétés
Numéro RCS : B141451
Référence de dépôt : L220130149
Déposé le 11/07/2022
ANNUAL ACCOUNTS
Page(s)
1. GENERAL
Zebra Holdings and Investments S.à r.l. (the “Company”) was incorporated in Luxembourg on
12 August 2008 as a société à responsabilité limitée (“S.à r.l.”) subject to the Luxembourg law
for an unlimited period of time. On 29 April 2016, the Company transferred its registered office
from 19, rue de Bitbourg, L-1273 Luxembourg to 40, Boulevard Grande Duchesse Charlotte,
L-1330 Luxembourg. The Company is registered with the “Registre de Commerce et des
Sociétés” in Luxembourg under the number B141.451.
The purpose of the Company is the holding of participations, in any form whatsoever, in
Luxembourg and foreign companies and any other form of investment, the acquisition by
purchase, subscription or in any other manner as well as the transfer by sale, exchange or
otherwise of securities of any kind and the administration, control and development of its
portfolio.
An additional purpose of the Company is the acquisition and sale of real estate properties
either in the Grand-Duchy of Luxembourg or abroad as well as all operations relating to real
estate properties, including the direct or indirect holding of participation in Luxembourg or
foreign companies, the principal object of which is the acquisition, development, promotion,
sale, management and/or lease of real estate properties.
The Company may further guarantee, grant security in favor of third parties to secure its
obligations or the obligations of companies in which it holds a direct or indirect participation or
which form part of the same group of companies as the Company, grant loans or otherwise
assist the companies in which it holds a direct or indirect participation or which form part of the
same group of companies as the Company.
The Company may borrow in any form and may issue any kind of notes, bonds and debentures
and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg
law.
The Company may carry out any commercial, industrial, financial, real estate or intellectual
property activities which it may deem useful in accomplishment of these purposes.
The Company’s financial year runs from 1st January to 31st December.
-1-
Zebra Holdings and Investments S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)
The Company makes estimates and assumptions that affect the reported amounts of assets
and liabilities in the next financial year. Estimates and judgments are continually evaluated and
are based on historical experience and other factors, including expectations of future events
that are believed to be reasonable under the circumstances.
2.2. Significant accounting policies
The following are the significant accounting policies and valuation rules adopted by the
Company in the preparation of these annual accounts.
2.2.1. Foreign currency translation
The Company maintains its books and records in Swiss Francs (“CHF”). The abridged balance
sheet and the abridged profit and loss account are expressed in CHF.
Translation of foreign currency transactions
Foreign currency transactions are translated into CHF using the exchange rates prevailing at
the dates of the transactions.
x Financial fixed assets denominated in currencies other than CHF are translated at the
historical exchange rates;
x Other assets denominated in currencies other than CHF are translated at the lower
between the exchange rate prevailing at the balance sheet date and historical exchange
rate;
x Debts denominated in currencies other than CHF having an economic link with financial
fixed assets are translated at the historical exchange rates;
x Other debts denominated in currencies other than CHF are translated at the higher
between the exchange rate prevailing at the balance sheet date and historical exchange
rate; and
x Cash at bank and in hand denominated in currencies other than CHF are translated at the
exchange rates prevailing at the balance sheet date.
As a result, realized exchange gains and losses and unrealized exchange losses are recorded
in the profit and loss account. Unrealized exchange gains are not recognized except if it arises
from cash at bank and in hand.
In case of durable decline in value according to the opinion of the Board of Managers, value
adjustments are made in respect of financial fixed assets so that these are valued at the lower
figure to be attributed at balance sheet date. These value adjustments are not continued if the
reasons for which the value adjustments were made ceased to apply.
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Zebra Holdings and Investments S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)
2.2.3. Debtors
Debtors are recorded at their nominal value. These are subject to value adjustments where
their recovery is compromised. These value adjustments are not continued if the reasons for
which the value adjustments were made ceased to apply.
2.2.4. Investments
Investments are valued, individually, at the lower of purchase price or market value. Acquisition
cost includes the incidental costs incurred at the time of the acquisition and is calculated on
the basis of weighted average cost method. A value adjustment is recorded where the market
value is lower than the purchase price. The market value corresponds to:
x For securities listed on a stock exchange or traded on another regulated market, the
market value is based on the last available quote.
x For unlisted securities or securities that are not traded on another regulated market or
where the last quote is not representative, the market value is based from the most
probable market or recovery value estimated with due care and in good faith by the Board
of Managers.
2.2.5. Provisions
Provisions are intended to cover losses or debts which originate in the financial year under
review or in the previous financial year, the nature of which is clearly defined and which, at the
date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain
as to their amount or the date they will arise.
Provisions for taxation
Provisions for taxation corresponding to the tax liability estimated by the Company for the
financial years for which the tax return has not yet been filed are recorded under the caption
“Provisions”. The advance payments are shown in the assets of the balance sheet under the
“Debtors” item.
2.2.6. Creditors
Creditors are recorded at their reimbursement value.
2.2.7. Comparative information
The presentation of certain items in the previous year’s subordinated debts becoming due and
payable after more than year was reclassified to subordinated debts becoming due and
payable within one year. The reclassification has no impact on the previous year’s profit or loss
and net equity.
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Zebra Holdings and Investments S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)
3. FINANCIAL ASSETS
Movements in financial fixed assets during the year are as follows:
Shares in Loans to Total
affiliated affiliated
undertakings undertakings
-4-
Zebra Holdings and Investments S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)
4. DEBTORS
Debtors are composed of:
Due and Due and Total Total
payable within payable after 31/12/2021 31/12/2020
one year more than one
year
CHF CHF CHF CHF
5. INVESTMENTS
Investments are composed of:
31/12/2021 31/12/2020
CHF CHF
6. PREPAYMENTS
This account is mainly constituted by charges recorded during the period but partly chargeable
in the next year.
-5-
Zebra Holdings and Investments S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)
Capital contribution - - - - - -
Allocation of prior year's result - - - 350.880,45 -350.880,45 -
Result of the financial year - - - - 707.852,80 707.852,80
Subscribed capital
As at 31 December 2021, the subscribed capital of the Company amounts to CHF 100’000.-
represented by 100’000 shares with par value of CHF 1.00 each, all of which are fully paid up.
Share premium account
As at 31 December 2021, the share premium account of the Company amounts to CHF
36’715’257.22.
Legal reserve
In accordance with Luxembourg law, the Company is required to allocate a minimum of 5 %
of its net profits for each financial year to a legal reserve. This requirement ceases to be
necessary once the balance on the legal reserve reaches 10 % of the subscribed capital. The
legal reserve is not available for distribution to the shareholders.
8. PROVISIONS
Provisions for taxation
The Company is subject to general taxation in Luxembourg. Provisions for taxation as at 31
December 2021 are nil (31/12/2020: nil).
-6-
Zebra Holdings and Investments S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)
9. CREDITORS
Creditors are composed of the following:
Due and Due and Total Total
payable within payable after 31/12/2021 31/12/2020
one year more than one
year
CHF CHF CHF CHF
(1) At 1 % plus variable interest equal to 99 % of the recurrent income resulting from the
underlying investments, less connected expenses (including dividends, capital gains,
foreign exchange gains and fixed interest) relating to the underlying investments less
losses carried forward.
(2) At 1 % plus variable interest equal to 99 % of the recurrent income resulting from the
underlying investment Nemesia Sarl, less connected expenses (including dividends,
capital gains, foreign exchange gains and fixed interest) relating to the underlying
investments less losses carried forward.
(3) At 1 % plus variable interest equal to 99 % of the recurrent income resulting from the
underlying investment Kalyke Sarl, less connected expenses (including dividends, capital
gains, foreign exchange gains and fixed interest) relating to the underlying investments
less losses carried forward.
(4) At 1 % plus variable interest equal to 85 % of the recurrent income resulting from the
underlying investments, less connected expenses (including dividends, capital gains,
foreign exchange gains and fixed interest) relating to the underlying investments less
losses carried forward.
The ALL, ALL Zebra, ALL Nemesia and ALL Kalyke are due and payable to Zebra Holdings
(Guernsey) Ltd.
-7-
Zebra Holdings and Investments S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)
Penalties - -8.802,51
Total - -8.802,51
13. INCOME FROM OTHER INVESTMENTS AND LOANS FORMING PART OF THE
FIXED ASSETS
Income from other investments are composed of:
2021 2020
CHF CHF
-8-
Zebra Holdings and Investments S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)
16. STAFF
The Company employed 3 staff during the financial year ended 31 December 2021 (2020: 3).
-9-
Zebra Holdings and Investments S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)
In the context of a global restructuring of the group of which Nemesia S.à r.l. part, Zebra
Holdings and Investments S.à r.l. and other partners decided to form a new Luxembourg
special limited partnership under the name Nemesia Holding SCSp with effect as of 15th April
2022.
Zebra Holdings and Investments S.à r.l., as divided company, proceeds to a partial demerger
by way of incorporation of the recipient company under the name of Zebra SPV S.à r.l. and the
main part of the assets and liabilities of Zebra Holdings and Investments S.à r.l. are transferred
to Zebra SPV S.à r.l. with effect as of 27th May 2022.
- 10 -
Zebra Holdings and Investments S.à r.l.
Société à responsabilité limitée
Registered office : 40, Boulevard Grande Duchesse Charlotte
L-1330 Luxembourg
R.C.S. LUXEMBOURG : B 141.451
_________________________________________________________________________
Board of Managers :
Eric Fort
6, Rue Henri Tudor, L-2635 Luxembourg
Mélissa Rigaux
40, Boulevard Grande Duchesse Charlotte, L-1330 Luxembourg
Jérôme Chabannet
40, Boulevard Grande Duchesse Charlotte, L-1330 Luxembourg