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 6 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, the additional disclosures in the notes to the financial statements, the cash flow statement and the management report are waived.

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 to subsidiaries and are valued at acquisition cost less any value adjustment (unscheduled depreciation).

Investments

Investments are stated at cost less any provisions for impairment.

Interest-bearing liabilities 

Interest-bearing liabilities are recognised at their nominal value. Prepaid interest is accrued. Issuing costs are deferred and amortised on a straight-line basis over their term.

Exchange rates

in CHF

 

Balance sheet rate

Balance sheet rate

 

Average rate

Average rate

 

 

31.3.2022

31.3.2021

 

1.4.2021 to 31.3.2022

1.4.2020 to 31.3.2021

 

 

 

 

 

 

 

1 EUR

 

1.0294

1.1065

 

1.0674

1.0765

2. Financial Income

Financial income of kCHF 726 (previous period kCHF 759) comprises of interest earned on loans to Group companies.

3. Investments

 

 

 

 

31.03.2022

 

31.03.2021

Name

Location

Currency

Capital

Ownership in Capital/ Votes

Capital

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 1

Amsterdam

EUR

0

0.0%

10 213 817

100.0%

Züblin Immobilière Belgium SA 1

Brussels

EUR

0

0.0%

0

0.0%

1 Company liquidated

Züblin Real Estate Holding NV was liquidated in financial year 2021/22 and Züblin Immobilière Belgium SA in financial year 2020/21. Both companies had already sold their last investment property in 2014/15 and 2008/09 respectively and had been fully impaired since then. After the complete liquidation of the companies, TCHF 71 of the value adjustments could now be reversed. The amount reported as income from the reversal of impairment losses in the current financial year is related to this. In the previous year, the value adjustment of ZUB Immobilien GmbH, Düsseldorf, was reversed (TCHF 367) after the distribution of a dividend and the elimination of the corresponding currency risk.

4. Financial Assets

Loans to group companies

in CHF thousands Group company

 

Transaction Currency

Interest rate

31.3.2022

31.3.2021

 

 

 

 

 

 

Züblin Immobilien AG

 

CHF

1.50%

46 749

49 599

Total Switzerland

 

 

 

46 749

49 599

 

 

 

 

 

 

Züblin Real Estate Holding NV

 

EUR

0.00%

0

54 834

Züblin Real Estate Holding NV - allowance

 

EUR

0.00%

0

–54 834

Total Netherlands

 

 

 

0

0

 

 

 

 

 

 

Total

 

 

 

46 749

49 599

ZIHAG has granted to Züblin Immobilien AG a loan in the amount of CHF 46.7 million (previous year: 49.6 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.

The loan between ZIHAG and Züblin Real Estate Holding NV (ZREH) was terminated as part of the liquidation of ZREH. 

5. Share Capital

As of 31 March 2022 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 2021/22 and 2020/21.

The company holds a total of 2,380 treasury shares as of 31 March 2022. Treasury shares are reported as a negative item in equity at cost. As of 31 March 2022, this item amounted to CHF 63,119.

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 22 June 2021 until 22 June 2023.

Conditional share capital available for stock option plan was authorized at EGM held on 29 October 2015 and amounts to kCHF 3,700, which represents 164,444 shares.

6. Retained loss and earnings for the year

in CHF thousands

 

31.3.2022

31.3.2021

 

 

 

 

Retained loss previous year available to AGM

 

–109 082

–108 622

Balance brought forward

 

–109 082

–108 622

Earnings from financial year

 

–1 059

–460

Retained loss

 

–110 141

–109 082

7. Other current liabilities Group companies

The liabilities to Group companies relate to current account liabilities and break down as follows:

in CHF thousands

 

 

Transaction Currency

31.3.2022

31.3.2021

 

 

 

 

 

 

Züblin Immobilien AG

 

 

CHF

253

0

ZUB Immobilien GmbH

 

 

EUR

103

0

Weilimmo AG

 

 

EUR

1 082

1 166

Total

 

 

 

1 438

1 166

8. Liabilities to participants

As at 31 March 2022, ZIHAG had outstanding liabilities to Lamesa Holding SA from outstanding dividends in the amount of CHFk 5,527 (previous year: CHFk 4,145). The liability does not bear interest.

9. Contingent liabilities

As in the previous year, there were no contingent liabilities as at the balance sheet date of 31 March 2022.

10. Significant shareholders

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

Direct / indirect shareholder

 

31.03.2022

Disclosure according to FinMIA

 

 

 

 

 

 

 

 

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 Ursina 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 )

 

6.10%

5.0635% am 15.7.2020

Swisscanto Fondsleitung AG, Zürich

 

3.63%

3.6272% am 05.02.2022

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 (FinMIA) - consisting of the beneficial owners or persons authorised to exercise voting rights - Norbert Ketterer, Wiederkehr Associates AG and Hans-Rudolf and Ursina 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

In the previous year, the significant shareholders were as follows:

Direct / indirect shareholder

 

31.03.2021

Disclosure according to FinMIA

 

 

 

 

 

 

 

 

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 Ursina 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 (FinMIA) - consisting of the beneficial owners or persons authorised to exercise voting rights - Norbert Ketterer, Wiederkehr Associates AG and Hans-Rudolf and Ursina 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 31.3.2022

 

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 31.3.2021

 

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

Shareholdings of the Executive Management (CEO/CFO)

 

Number of shares

As of 31.3.2022

 

Roland Friederich, CEO/ CFO

100

Total Executive Management

100

 

 

As of 31.3.2021

 

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

In the current financial year 2021/22, as in the previous year, there was no release of hidden reserves in addition to the income from reversals of impairment losses already mentioned in Note 3.

14. Events after the balance sheet date

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