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 2021 Züblin Immobilien Group does employ 6 employees (previous year 5 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

 

 

31.3.2021

31.3.2020

 

1.4.2020 to 31.3.2021

1.4.2019 to 31.3.2020

 

 

 

 

 

 

 

1 EUR

 

1.1065

1.0588

 

1.0765

1.0961

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

 

31.3.2021 Ownership in Capital / Votes

Capital

31.3.2020 Ownership in Capital / Votes

 

 

 

 

 

 

 

 

Züblin Immobilien AG

Zurich

CHF

270 000

 

100.0%

270 000

100.0%

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

100.0%

Züblin Real Estate Holding NV

Diemen

EUR

10 213 817

 

100.0%

10 213 817

100.0%

Züblin Immobilière Belgium SA 1

Brussels

EUR

0

 

0.0%

200 753

100.0%

1 Company was liquidated in the current fiscal year.

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

In fiscal year 2020/21, the impairment loss recognized for ZUB Immobilien GmbH, Düsseldorf, was reversed following the distribution of an asset dividend and the elimination of the corresponding currency risk. The amount reported as income from value adjustments on non-current assets in the current fiscal year is related to this.

4. Financial Assets

Loans to group companies

in CHF thousands Group company

 

Transaction Currency

Interest rate

31.3.2021

31.3.2020

 

 

 

 

 

 

Züblin Immobilien AG

 

CHF

1.50%

49 599

50 669

Total Switzerland

 

 

 

49 599

50 669

 

 

 

 

 

 

Züblin Real Estate Holding NV

 

EUR

0.00%

54 834

52 470

Züblin Real Estate Holding NV - allowance

 

EUR

0.00%

–54 834

–52 470

Total Netherlands

 

 

 

0

0

 

 

 

 

 

 

Total

 

 

 

49 599

50 669

ZIHAG has granted to Züblin Immobilien AG a loan in the amount of CHF 49.6 million (previous year: 50.7 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 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 2021 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 2020/21 and 2019/20.

The company holds a total of 2,380 treasury shares as of 31 March 2021. Treasury shares are reported as a negative item in equity at cost. As of 31 March 2021, 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

 

31.3.2021

31.3.2020

 

 

 

 

Retained loss previous year available to AGM

 

–108 622

–107 879

Balance brought forward

 

–108 622

–107 879

Earnings from financial year

 

–460

–743

Retained loss

 

–109 082

–108 622

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 1,166k.

In the previous year, the balance consisted of a current account liability to Weilimmo AG CHF 1,105k and to Züblin Immobilien AG in the amount of CHF 27k.

8. Liabilities to participants

As at 31 March 2021, ZIHAG had outstanding liabilities to Lamesa Holding SA from outstanding dividends in the amount of CHFk 4ʼ145 (previous year: CHFk 2ʼ764). 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 2021: 3ʼ318ʼ027

As of 31 March 2021 Züblin Immobilien Holding AG is aware of the following shareholders with holdings exceeding a disclosure threshold:

Direct / indirect shareholder

 

 

Disclosure according to FinFraG

 

 

 

 

 

 

 

 

Lamesa Holding SA, Panama (Viktor Vekselberg 1 )

 

41.65%

41.65% am 27.09.2018

Group of shareholders: Ketom AG, Zug (Norbert Ketterer 1 ); Wiederkehr Associates AG 1 , Zurich; Dr. Hans-Rudolf and Ursula Schärli 1, 2

 

10.21%

10.21% am 16.5.2020

Special Themes SCC Ltd., Valetta, Malta 3 ; Wiederkehr Associates Funds ("WAF") SICAF-SIF, Luxembourg, Luxembourg 4 (PMG Fonds Management AG, Zürich 1 )

 

5.06%

5.0635% am 15.7.2020

1 Person(s) with beneficial ownership and/or authorised to exercise voting rights.

2 Wiederkehr Associates AG represents an organized group of shareholders regarding the agreement to exercise voting rights in the sense of article 120 f. according to the Financial Market Infrastructure Act (FinfraG) - consisting of the beneficial owners or persons authorised to exercise voting rights - Norbert Ketterer, Wiederkehr Associates AG and Hans-Rudolf and Ursula Schärli. It holds 10.21 % of the total voting rights, of which 4.00 % were transferred by a third party for the purpose of exercising voting rights at their own discretion. (notifications from 31 March 2020 and 16 May 2020 due to changes in the composition of the shareholder group).

3 100% owned by PMG Fonds Management AG

4 Asset Manager: PMG Fonds Management AG

11. Shareholdings

Shareholdings of the Board of Directors

 

Number of shares

As of 31.3.2021

 

Dr. Wolfgang Zürcher, Chairman

1 800

Vladislav Osipov, Member

0

David Schärli, Member

0

Dr. Markus Wesnitzer, Member

63

Total Board of Directors

1 863

 

 

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

Shareholdings of the Executive Management (CEO/CFO)

 

Number of shares

As of 31.3.2021

 

Roland Friederich, CEO/ CFO

100

Total Executive Management

100

 

 

As of 31.3.2020

 

Roland Friederich, CEO/ CFO

100

Total Executive Management

100

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 2020/2021. 

14. Events after the balance sheet date

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