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. As a holding company it is not engaged in any operating activities. Its function is limited to the managing and financing of the Züblin Immobilien Group. As of 31 March 2019 Züblin Immobilien Group does employ 8 employees (previous year 7 employees). 

Acounting law

These financial statements are prepared in accordance with the provisions of the Swiss Code of Obligation (Title 32 of the Swiss Code of Obligations (hereafter: CO)). ZIHAG prepares consolidated financial statements in accordance with International Financial Reporting Standards (IFRS). 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 include long-term loans granted to Group companies. Loans granted in foreign currency are valued at the closing rate, with unrealized losses recorded in the income statement, 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

 

 

31.3.2019

31.3.2018

 

1.4.2018 to 31.3.2019

1.4.2017 to 31.3.2018

 

 

 

 

 

 

 

1 EUR

 

1.1181

1.1779

 

1.1468

1.1359

2. Financial Income

Financial income of CHF 0.8 million (previous period CHF 1.5 million) comprises of interest earned on loans to Group companies.

3. Investments

Name

Location

Currency

Capital

 

31.3.2019 Ownership in Capital / Votes

Capital

31.3.2018 Ownership in Capital / Votes

 

 

 

 

 

 

 

 

Züblin Immobilien AG

Zurich

CHF

270 000

 

100.0%

270 000

100.0%

Züblin Immobilien Management AG 1

Zurich

CHF

0

 

0.0%

100 000

100.0%

Officiis Properties 2

Paris

EUR

30 621 699

 

29.0%

30 621 699

29.0%

ZUB Immobilien GmbH

Oberursel

EUR

50 000

 

100.0%

50 000

100.0%

Weilimmo AG 3

Zurich

CHF

1 000 000

 

100.0%

1 000 000

0.0%

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 Züblin Immobilien Management AG was taken over by Zübliln Immobilien AG through an absorption merger.

2 Former Züblin Immobilière France SA; diluted 17.3%

3 Prior year indirect participation of 100% via ZUB Immobilien GmbH

Züblin Immobilien AG has taken over all assets and liabilities of Züblin Immobilien Management AG by means of an universal succession within the framework of an absorption merger. The merger was published in the commercial register on 24.1.2019 followed by three subsequent debt calls and applies retroactively to 30.9.2018. The aim of the takeover was to simplify the company structure. 

4. Financial Assets

Loans to group companies

in CHF thousands Group company

 

Transaction Currency

Interest rate

31.3.2019

31.3.2018

 

 

 

 

 

 

Züblin Immobilien AG

 

CHF

1.50%

52 769

56 569

Total Switzerland

 

 

 

52 769

56 569

 

 

 

 

 

 

Züblin Real Estate Holding NV

 

EUR

0.00%

55 409

58 725

Züblin Real Estate Holding NV - allowance

 

EUR

0.00%

–55 409

–58 469

Currency translation adjustments

 

 

 

0

15

Total Netherlands

 

 

 

0

271

 

 

 

 

 

 

Total

 

 

 

52 769

56 840

The loan granted to Züblin Real Estate Holding NV (ZREH) was almost fully written off in previous years. According to the loan agreement between ZIHAG and ZREH interest claim was waived until a financial improvement of the company becomes apparent. The dissolution of an escrow account in the current year lead to a partially repayment of ZREHs current and non current debts. This resulted in a positive value adjustment in the profit and loss statement of TCHF 92.

ZIHAG has granted to Züblin Immobilien AG a loan in the amount of CHF 52.8 million (previous year: 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. 

5. Other current receivables

in CHF thousands

 

 

Transaction Currency

31.3.2019

31.3.2018

 

 

 

 

 

 

Züblin Immobilien AG

 

 

CHF

107

558

Züblin Real Estate Holding NV

 

 

EUR

0

123

from Group companies

 

 

 

107

681

 

 

 

 

 

 

Total

 

 

 

107

681

6. Share Capital

As of 31 March 2019 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 2018/19 and 2017/18.

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 20.6.2019

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.

7. Retained loss and earnings for the year

in CHF thousands

 

31.3.2019

31.3.2018

 

 

 

 

Retained loss previous year available to AGM

 

–110 101

–111 012

Offset of retained loss with other reserves

 

3 410

0

Balance brought forward

 

–106 692

–111 012

Earnings from financial year

 

–1 187

911

Retained loss

 

–107 879

–110 101

8. Contingent liabilities

As in the previous year, there were no contingent liabilities at the balance sheet date, neither to related parties nor to third parties.

9. Significant shareholders

Number of issued shares in the Commercial Register as of 31 March 2019: 3 318 027

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

 

31.3.2019

 

 

 

 

 

 

Lamesa Holding SA, Panama

 

41.65%

Ketom AG, Wollerau

 

5.55%

ALSA PK unabhängige Sammelstiftung, Neuhaus SG

 

3.68%

10. Shareholdings

Shareholdings of the Board of Directors

 

Shares ZIHAG 1

As of 31.3.2019

 

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 31.3.2018

 

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

1 Shares ZIHAG = shares in Züblin Immobilien Holding AG.

Shareholdings of the Group Management

 

Shares ZIHAG 1

As of 31.3.2019

 

Dr. Iosif Bakaleynik, CEO

10 766

Roland Friederich, CFO

100

Total Executive Management

10 866

 

 

As of 31.3.2018

 

Dr. Iosif Bakaleynik, CEO

10 766

Roland Friederich, CFO since 1 December 2016

100

Total Executive Management

10 866

1 Shares ZIHAG = shares in Züblin Immobilien Holding AG.

11. Joint and several liabilities

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

12. Net release of hidden reserves

In the financial year 2018/2019 no hidden reserves were released. In the previous year 2017/2018, hidden reserves from the reversal of a provision for unrealized currency gains amounting to TCHF 1'263 were released. 

13. Events after the balance sheet date

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