NOTES TO THE FINANCIAL STATEMENTS

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 2024, Züblin Immobilien Group does employ 4 employees (previous year 5 employees).

Accounting 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 EUR/CHF
Rate at 31 March 2024: CHF 0.9765 (previous year: 0.9978)
Average rate 1 April 2023 through 31 March 2024: CHF 0.9607 (previous year: 0.9937)

2.Financial Income

Financial income of kCHF 1 154 (previous year: kCHF 805) comprises of interest earned on loans to Group companies.

3.Investments

 

 

31.3.2024

 

31.3.2023

Name, Domicile

 

Capital / Ownership in Capital / Votes

 

Capital / Ownership in Capital / Votes

 

 

 

 

 

Züblin Immobilien AG, Zurich

 

CHF 270 000 / 100%

 

CHF 270 000 / 100%

ZUB Immobilien GmbH, Dusseldorf

 

EUR 50 000 / 100%

 

EUR 50 000 / 100%

Weilimmo AG, Zurich

 

CHF 1 000 000 / 100%

 

CHF 1 000 000 / 100%

As at 31 March 2024, the Company holds three investments, unchanged from the previous year, of which only Züblin Immobilien AG, Zurich, holds real estate. 

4.Financial Assets

Loans to group companies

ZIHAG granted a loan of CHF 41.4 million (previous year: CHF 43.7 million) to Züblin Immobilien AG. The interest rate is 2.75% and corresponds to the maximum permissible rate according to the annual circular published by the Federal Tax Administration on the tax-recognised interest rates for loans to participations.

5.Share Capital

As of 31 March 2024, there were 3 318 027 shares with a nominal value of CHF 22.50, resulting in a share capital of kCHF 74 56. There were no changes in capital structure in the financial years 2023/24 and 2022/23.

The company holds a total of 2 380 treasury shares as of 31 March 2024. Treasury shares are reported as a negative item in equity at cost. As of 31 March 2024, this item amounted unchanged to the previous year to CHF 63 119.

There is currently no share capital authorised by the Annual General Meeting. The last authorised share capital expired on 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

 

31.3.2024

 

31.3.2023

 

 

 

 

 

Retained loss previous year available to AGM

 

–110 958

 

–110 141

Balance brought forward

 

–110 958

 

–110 141

Earnings from financial year

 

–459

 

–817

Retained loss

 

–111 417

 

–110 958

7.Other current liabilities Group companies

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

in thousands

 

Transaction Currency

 

31.3.2024

 

31.3.2023

 

 

 

 

 

 

 

ZUB Immobilien GmbH

 

EUR

 

45

 

72

Weilimmo AG

 

CHF

 

1 064

 

1 024

Total

 

 

 

1 109

 

1 096

8.Liabilities to participants

As at 31 March 2024, ZIHAG had outstanding liabilities to Lamesa Holding SA from outstanding dividends in the amount of kCHF 8 291 (previous year: kCHF 6 909). 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 2024.

10.Significant shareholders

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

Direct / indirect shareholder

 

31.3.2024

 

Disclosure according to FinMIA as of

 

 

 

 

 

Lamesa Holding SA, Panama (Viktor Vekselberg 1 )

 

41.65%

 

41.65% / 27.09.2018

Group of shareholders: Wiederkehr Associates AG, Zurich 1 ;Volare Group AG, Suhr (Daniel Sieber 1 );Joachim Kohm 1 ;Marcel Vögtlin 1 ; Dr. Hans-Rudolf und Ursina Schärli 1, 2

 

10.10%

 

17.07% / 16.11.2023

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

 

6.97%

 

5.0635% / 15.7.2020

Rolimag AG, Wollerau (Rudolf Hänggi 1 )

 

5.00%

 

5.003% / 06.02.2024

Swisscanto Fondsleitung AG, Zürich

 

0.43%

 

3.6272% / 05.02.2022

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 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 - Wiederkehr Associates AG, Daniel Sieber, Joachim Kohm, Marcel Vögtlin and Hans-Rudolf and Ursina Schärli. It holds 17.07 % of the total voting rights, of which 6.97 % were transferred by a third party for the purpose of exercising voting rights at their own discretion. (notifications from 31 March 2020, 16 May 2020 and 16 November 2023 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

 

31.3.2023

 

Disclosure according to FinMIA as of

 

 

 

 

 

Lamesa Holding SA, Panama (Viktor Vekselberg 1 )

 

41.65%

 

41.65% / 27.09.2018

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

 

5.79%

 

10.21% / 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 )

 

6.97%

 

5.0635% / 15.7.2020

Swisscanto Fondsleitung AG, Zürich

 

0.43%

 

3.6272% / 05.02.2022

Rolimag AG, Wollerau (Rudolf Hänggi 1 )

 

1.55%

 

3.0047% / 15.03.2023

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 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

A disclosure obligation exists if persons or groups subject to the reporting obligation exceed or fall below a threshold subject to the reporting obligation. Since entry in the share register is optional, the information as at 31 March may deviate from the holdings disclosed in accordance with the FMIA (FinfraG).

11.Shareholdings Board of Directors and Executive Management

 

 

Number of shares

As of 31.3.2024

 

 

Dr. Markus Wesnitzer, Chairman since 22.6.23, before Member

 

63

Nicolas Gross, Member

 

0

Yves Rossier, Member

 

0

David Schärli, Member

 

0

Total Board of Directors

 

63

Roland Friederich, CEO/CFO

 

100

Total Executive Management

 

100

 

 

 

As of 31.3.2023

 

 

Dr. Wolfgang Zürcher, Chairman

 

1 800

David Schärli, Member

 

0

Dr. Markus Wesnitzer, Member

 

63

Total Board of Directors

 

1 863

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 current financial year 2023/24.

14.Events after the balance sheet date

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