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 2020 Züblin Immobilien Group does employ 5 employees (previous year 8 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

 

 

31.3.2020

31.3.2019

 

1.4.2019 to 31.3.2020

1.4.2018 to 31.3.2019

 

 

 

 

 

 

 

1 EUR

 

1.0588

1.1181

 

1.0961

1.1468

2. Financial Income

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

3. Investments

Name

Location

Currency

Capital

 

31.3.2020 Ownership in Capital / Votes

Capital

31.3.2019 Ownership in Capital / Votes

 

 

 

 

 

 

 

 

Züblin Immobilien AG

Zurich

CHF

270 000

 

100.0%

270 000

100.0%

Officiis Properties 1

Paris

EUR

0

 

0.0%

30 621 699

29.0%

ZUB Immobilien GmbH

Düsseldorf

EUR

50 000

 

100.0%

50 000

100.0%

Weilimmo AG

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 Former Züblin Immobilière France SA; in FY 19/20 all shares were sold by exercising the call option granted in 2015

Any uncertainties in connection with the COVID 19 pandemic do not require any additional value adjustments on the investments.

4. Financial Assets

Loans to group companies

in CHF thousands Group company

 

Transaction Currency

Interest rate

31.3.2020

31.3.2019

 

 

 

 

 

 

Züblin Immobilien AG

 

CHF

1.50%

50 669

52 769

Total Switzerland

 

 

 

50 669

52 769

 

 

 

 

 

 

Züblin Real Estate Holding NV

 

EUR

0.00%

52 470

55 409

Züblin Real Estate Holding NV - allowance

 

EUR

0.00%

–52 470

–55 409

Currency translation adjustments

 

 

 

0

0

Total Netherlands

 

 

 

0

0

 

 

 

 

 

 

Total

 

 

 

50 669

52 769

ZIHAG has granted to Züblin Immobilien AG a loan in the amount of CHF 50.7 million (previous year: 52.8 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.

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. 

5. Share Capital

As of 31 March 2020 there were 3ʼ318ʼ027 shares with a nominal value of CHF 22.50, resulting in a share capital of kCHF 74ʼ656. There were no changes in capital structure in the financial years 2019/20 and 2018/19.

The company holds a total of 2,380 treasury shares as of 31 March 2020. In the 2019/2020 financial year, 11,217 shares were purchased at prices between CHF 25.40 and CHF 27.00 and 8,837 shares were sold at prices between CHF 25.50 and CHF 27.20 in the period July 2019 to December 2019 under a market making mandate delegated to a Swiss investment bank. Treasury shares are reported as a negative item in equity at cost. As of 31 March 2020, this item amounted to CHF 63,119.

Authorized share capital amounts to kCHF 37ʼ328, which represents 1ʼ659ʼ013 shares. The authorized share capital was prolonged by the general assembly held on 18.6.2019 until 18.6.2021.

Conditional share capital available for stock option plan was authorized at EGM held on 29.10.2015 and amounts to kCHF 3ʼ700, which represents 164ʼ444 shares.

6. Retained loss and earnings for the year

in CHF thousands

 

31.3.2020

31.3.2019

 

 

 

 

Retained loss previous year available to AGM

 

–107 879

–110 101

Offset of retained loss with other reserves

 

0

3 410

Balance brought forward

 

–107 879

–106 692

Earnings from financial year

 

–743

–1 187

Retained loss

 

–108 622

–107 879

7. Other current liabilities Group companies

The liabilities to group companies relate to a current account liability to Weilimmo AG in the amount of CHF 1,078k and current account liabilities to Züblin Immobilien AG in the amount of CHF 27k.

8. Liabilities to participants

As at 31 March 2020, ZIHAG had outstanding liabilities to Lamesa Holding SA from outstanding dividends in the amount of CHFk 2ʼ764 (previous year: CHFk 1ʼ382). The liability is not interest-bearing.

9. 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.

10. Significant shareholders

Number of issued shares in the Commercial Register as of 31 March 2020: 3ʼ318ʼ027

As of 31 March 2020 Züblin Immobilien Holding AG is aware of the following shareholders with holdings exceeding a disclosure threshold:

Direct / indirect shareholder

 

31.3.2020

 

 

 

 

 

 

Lamesa Holding SA, Panama (Viktor Vekselberg 1 )

 

41.65%

Ketom AG, Zug (Norbert Ketterer 1 )

 

5.55%

Special Themes SCC Ltd., Valetta, Malta; Wiederkehr Associates Funds ("WAF") SICAV-SIF, Luxembourg, Luxembourg (PMG Fonds Management AG, Zürich 1 )

 

3.86%

Group of shareholders: Wiederkehr Associates AG, Zurich, Dr. Hans-Rudolf and Ursula Schärli 2

 

3.68%

1 Person with beneficial ownership / authorised to exercise voting rights.

2 Wiederkehr Associates AG represents an organized group of shareholders regarding the agreement to exercise voting rights in accordance with article 120 f. of the Financial Market Infrastructure Act (FinMIA) - consisting of the beneficial owners or persons authorized to exercise voting rights - Wiederkehr Associates AG and Hans-Rudolf and Ursula Schärli. The group owns 3.68 % of the total voting rights, of which 3.01 % were transferred by a third party for the purpose of exercising voting rights at their own discretion. (Report dated 31 March 2020).

11. Shareholdings

Shareholdings of the Board of Directors

 

Number of shares

As of 31.3.2020

 

Dr. Wolfgang Zürcher, Chairman

1 800

Vladislav Osipov, Member

0

Dr. Markus Wesnitzer, Member

63

Total Board of Directors

1 863

 

 

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

Shareholdings of the Group Management

 

Number of shares

As of 31.3.2020

 

Roland Friederich, CEO/ CFO

100

Dr. Iosif Bakaleynik, CEO until 14.7.2019

0

Total Executive Management

100

 

 

As of 31.3.2019

 

Dr. Iosif Bakaleynik, CEO

10 766

Roland Friederich, CFO

100

Total Executive Management

10 866

12. 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. 

13. Net release of hidden reserves

As in the previous year no hidden reserves were released In the financial year 2019/2020. 

14. Events after the balance sheet date

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