NOTES TO THE FINANCIAL STATEMENTS

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1. Principles

General

Züblin Immobilien Holding AG, Zurich (ZIHAG) is the parent company of the Züblin Immobilien Group. The Groupʼs activities are focused on the management of its international real estate portfolio. As of 31 March 2018 the Züblin Immobilien Group does employ 7 employees (previous year: 11, thereof 4 employees in the discontinued operations Germany). 

Acounting law

These financial statements are prepared in accordance with the provisions of the new Swiss Law on Accounting and Financial Reporting (Title 32 of the Swiss Code of Obligations (hereafter: CO)). ZIHAG prepares consolidated financial statements in accordance with a recognized accounting standard (International Financial Reporting Standards). Therefore and in accordance with 961d CO ZIHAG has decided to forego presenting additional information on interest-bearing liabilities and audit fees in the notes as well as a cashflow statement and management report.

Group companies are all companies in which ZIHAG directly or indirectly has more than 20% of the voting rights or over which it exerts a significant influence.

The significant accounting policies, which are not prescribed by law, are described below.

Financial Assets

Financial Assets Financial assets include long-term loans granted to Group companies. Loans granted in foreign currency are valued at the closing rate, with unrealized losses recorded, whereas unrealized gains are not recognized.

Investments

 Investments are stated at cost less any provisions for impairment.

Interest-bearing liabilities (current and non-current)

Interest-bearing liabilities are stated at their nominal value. Prepaid interest and issue costs are recorded in prepaid expenses and amortized on a straight-line basis over the respective term.

Exchange rates

in CHF

 

Balance sheet rate

Balance sheet rate

 

Average rate

Average rate

 

 

31.3.2018

31.3.2017

 

1.4.2017 to 31.3.2018

1.4.2016 to 31.3.2017

 

 

 

 

 

 

 

1 EUR

 

1.1779

1.0696

 

1.1359

1.0836

2. Value adjustments on non-current assets

In the previous period the overall value adjustment amounted to CHF 16 million and fully related to a reversal of depreciation on the German Group loan. In the current period there were no value adjustment. 

3. Financial Income

Financial income of CHF 1.5 million (previous period CHF 2.3 million) comprises of interest earned on loans to Group companies and related parties.

4. Investments

Name

Location

Currency

Capital

 

31.3.2018 Ownership in Capital / Votes

Capital

31.3.2017 Ownership in Capital / Votes

 

 

 

 

 

 

 

 

Züblin Immobilien AG

Zurich

CHF

270 000

 

100.0%

270 000

100.0%

Züblin Immobilien Management AG

Zurich

CHF

100 000

 

100.0%

100 000

100.0%

Officiis Properties 1

Paris

EUR

30 621 699

 

29.0%

26 531 074

33.5%

ZUB Immobilien GmbH

Dusseldorf

EUR

50 000

 

100.0%

50 000

100.0%

ZIAG Immobilien AG 2

Dusseldorf

EUR

10 000 000

 

0.0%

10 000 000

5.5%

Züblin Real Estate Holding NV

Diemen

EUR

10 213 817

 

100.0%

10 213 817

100.0%

Züblin Immobilière Belgium SA

Brussels

EUR

200 753

 

100.0%

200 753

100.0%

1 Former Züblin Immobilière France SA; diluted 17.3%

2 All shares on ZIAG Immobilien AG were sold on 21. August 2017.

On 21 August 2017 Züblin Immobilien Holding AG sold its shares in ZIAG Immobilien AG.  Further information on the sale of the German real estate portfolio can be found in the consolidated financial statements.

5. Financial Assets

Loans to group companies

in CHF thousands Group company

 

Transaction Currency

Interest rate

 

31.3.2018

31.3.2017

 

 

 

 

 

 

 

Züblin Immobilien AG

 

CHF

1.50%

 

56 569

0

Total Switzerland

 

 

 

 

56 569

0

ZUB Immobilien GmbH

 

EUR

4.70%

 

0

49 286

ZIAG Immobilien AG

 

EUR

4.70%

 

0

4 875

Currency translation adjustments

 

 

 

 

0

–9 361

Total Germany

 

 

 

 

0

44 800

Züblin Real Estate Holding NV

 

EUR

0.00%

 

58 725

53 272

Züblin Real Estate Holding NV - allowance

 

EUR

0.00%

 

–58 469

–53 093

Currency translation adjustments

 

 

 

 

15

–3

Total Netherlands

 

 

 

 

271

176

Total

 

 

 

 

56 840

44 976

With the sale of the German Portfolio all outstanding intercompany loans granted by ZIHAG to the German subsidiares were fully repaid.

According to the loan agreement between ZIHAG and Züblin Real Estate Holding NV interest claim was waived until a financial improvement of the company becomes apparent.

ZIHAG has granted to Züblin Immobilien AG a loan in the amount of CHF 56.6 million. The interest on the loan is currently 1.5% and is in line with the maximum interest rate according to the rules issued annually by the Swiss Federal Tax Administration regarding interest on intercompany loans. 

6. Other current receivables

in CHF thousands

 

 

Transaction Currency

31.3.2018

31.3.2017

 

 

 

 

 

 

Züblin Immobilien AG

 

 

CHF

558

0

ZUB Immobilien GmbH

 

 

EUR

0

1 956

Züblin Real Estate Holding NV

 

 

EUR

123

117

from Group companies

 

 

 

681

2 073

 

 

 

 

 

 

from Shareholder

 

 

 

0

4 000

 

 

 

 

 

 

Total

 

 

 

681

6 073

As of 31 March 2017 ZIHAG has granted a loan to Lamesa Holding SA, Panama in the amount of CHF 4 million. The loan bore an interest rate of 3% p.a. and was fully repaid in the first quarter of the financial year 2017/18.

7. Share Capital

As of 31 March 2018 there were 3 318 027 shares with a nominal value of CHF 22.50, resulting in a share capital of kCHF 74 656. There were no changes in capital structure in the financial years 2017/18 and 2016/17.

Authorized share capital amounts to kCHF 37 328, which represents 1 659 013 shares. The authorized share capital was prolonged by the general assembly held on 20.6.2017 until 28.10.2019

Conditional share capital available for stock option plan was authorized at EGM held on 29.10.2015 and amounts to kCHF 3 700, which represents 164 444 shares.

8. Retained loss and earnings for the year

in CHF thousands

 

31.3.2018

31.3.2017

 

 

 

 

Balance brought forward

 

–111 012

–124 540

Earnings from financial year

 

911

13 528

Retained loss

 

–110 101

–111 012

9. Contingent liabilities

in CHF thousands

 

31.3.2018

31.3.2017

 

 

 

 

Guarantees in favor of subsidiaries

 

0

23 494

The guarantees in favor of Group companies related to mortgages in Germany. With the sale of all German investment properties all outstanding mortgages were repaid. As of 31.3.2018 no guarantees in favour of subsidiaries exist. 

10. Significant shareholders

Number of issued shares in the Commercial Register as of 31 March 2018: 3 318 027

Züblin Immobilien Holding AG is aware of the following shareholders with holdings exceeding a disclosure threshold:

 

31.3.2018

 

 

 

 

 

 

Lamesa Holding SA, Panama

 

41.65%

Ketom AG, Wollerau

 

5.55%

ALSA PK unabhängige Sammelstiftung, Neuhaus SG

 

3.05%

11. Shareholdings

Shareholdings of the Board of Directors

 

Shares ZIHAG 1

As of 31.3.2018

 

Dr. Iosif Bakaleynik, Chairman

10 766

Vladislav Osipov, Member

0

Dr. Markus Wesnitzer, Member

63

Dr. Wolfgang Zürcher, Mitglied

0

Total Board of Directors

10 829

 

 

As of 31.3.2017

 

Dr. Iosif Bakaleynik, Chairman

6 666

Vladislav Osipov, Member

0

Iakov Tesis, Member

0

Dr. Markus Wesnitzer, Member

63

Dr. Wolfgang Zürcher, Mitglied

0

Total Board of Directors

6 729

1 Shares ZIHAG = shares in Züblin Immobilien Holding AG.

Shareholdings of the Group Management

 

Shares ZIHAG 1

As of 31.3.2018

 

Dr. Iosif Bakaleynik, CEO

10 766

Roland Friederich, CFO

100

Total Executive Management

10 866

 

 

As of 31.3.2017

 

Dr. Iosif Bakaleynik, CEO

6 666

Thomas Wapp, CFO and COO until 31 March 2017

0

Roland Friederich, CFO since 1 December 2016

0

Total Executive Management

6 666

1 Shares ZIHAG = shares in Züblin Immobilien Holding AG.

12. Joint and several liabilities

Züblin Immobilien Holding AG belongs to a VAT group and is jointly and severally liable with Züblin Immobilien AG and Züblin Immobilien Management AG for the VAT payments arising from this VAT Groupʼs activities. 

13. Net release of hidden reserves

In the financial year 2017/18, hidden reserves from the reversal of a provision for unrealized currency gains amounting to TCHF 1'263 were released (previous year: CHF 0).

14. Events after the balance sheet date

No significant events have taken place since the balance sheet date.