Notes to the
Züblin Immobilien Holding AG is the parent company of the Züblin Immobilien Group. The Group's activities are focused on the management of its international real estate portfolio.
Züblin Immobilien Holding AG's financial statements comply with Swiss company law and generally accepted accounting principles. While the consolidated financial statements provide information on the financial and business situation of the Group as a whole, the information in Züblin Immobilien Holding AG's financial statements refers solely to the parent company. The net loss reported in these financial statements is the basis for the resolution on the appropriation of loss to be decided at the Annual General Meeting.
The annual risk assessment process of Züblin Immobilien Holding AG is fully integrated into the overall risk management of the Züblin Group. The Company has an integrated risk management programme which identifies and evaluates the material risks facing the Company and mitigates them through appropriate action. The Board of Directors is charged with overseeing the Company's risk management activities and reviews the status of all risks that have been identified, including the action taken to mitigate them, with Group Management at least quarterly in order to reduce or eliminate these risks.
Remuneration of the Board of Directors and Group Management
The disclosures according to the Swiss Code of Obligations (article 663b) are included in the compensation report (pages 51 to 62) and article 663c in the consolidated financial statements of the Züblin Group (note 27, pages 141 to 142).
1. Income from participations
|in CHF thousand||1.4.2014 to 31.3.2015||1.4.2013 to 31.3.2014|
|Dividends from subsidiaries||25 610||40 500|
|Value adjustments||–131 250||–100 000|
|Net income from investments||–105 640||–59 500|
Dividends of CHF 25.6 million were paid to Züblin Immobilien Holding AG during the reporting period (previous year CHF 7.0 million). The overall value adjustment amounts to CHF 131.3 million (previous year CHF 100.0 million), of which CHF 61.0 million related to loans to subsidiaries (previous year CHF 22.2 million) and CHF 70.3 million to participations (previous year CHF 77.8 million). The net loss from investments of CHF 105.6 million was largely due to the negative market value adjustments in France and Germany, which mainly reflected a general revision of assumptions, in particular for the market rent of vacant assets in Paris. The value of Züblin Immobilien Holding AG's participations corresponds with the IFRS equity of its subsidiaries
excluding the market values of cash flow hedges.
2. Financial income
Financial income of CHF 12.3 million (previous year CHF 9.7 million) was mainly generated by interest earned on loans to subsidiaries.
|Name||Location||Currency||Capital||31.3.2015 Ownership||Capital||31.3.2014 Ownership|
|Züblin Immobilien AG||Zurich||CHF||270 000||100.00%||270 000||100.00%|
|Züblin Immobilien Management AG||Zurich||CHF||100 000||100.00%||100 000||100.00%|
|Züblin Immobilière France SA||Paris||EUR||17 054 714||59.16%||17 054 714||59.16%|
|ZUB Immobilien GmbH||Dusseldorf||EUR||50 000||100.00%||50 000||100.00%|
|ZIAG Immobilien AG||Dusseldorf||EUR||10 000 000||5.50%||10 000 000||5.50%|
|Züblin Real Estate Holding NV||Diemen||EUR||10 213 817||100.00%||10 213 817||100.00%|
|Züblin Immobilière Belgium SA||Brussels||EUR||200 753||100.00%||200 753||100.00%|
As a result of the value adjustment of CHF 70.3 million as referred to in note 1 the total investment value has declined to CHF 71.9 million (previous year CHF 142.2 million).
4. Loans to subsidiaries
|Group company||Transaction Currency||Interest rate||31.3.2015 in CHF thousand||31.3.2014 in CHF thousand|
|Züblin Immobilière France SA 1 4||EUR||8.50%||112 912||0|
|Züblin Immobilière France SA – allowance||EUR||8.50%||–47 222||0|
|Züblin Immobilière France SA 4||CHF||5.00%||0||9 000|
|Züblin Immobilière France SA 1 4||EUR||6.50%||0||10 063|
|Züblin Immobilière France SA 2 4||EUR||7.50%||0||12 564|
|Züblin Immobilière Paris Ouest SAS 3 4||EUR||9.50%||0||56 987|
|Currency translation adjustments||–13 375||–1 193|
|Total France||52 315||87 421|
|ZUB Immobilien GmbH||EUR||4.70%||43 755||25 093|
|ZUB Immobilien GmbH – allowance||EUR||4.70%||–16 000||0|
|ZIAG Immobilien AG||EUR||4.70%||4 875||3 659|
|Currency translation adjustments||–10 114||–4 242|
|Total Germany||22 516||24 510|
|Züblin Real Estate Holding NV||EUR||4.70%||43 089||39 809|
|Züblin Real Estate Holding NV – allowance||EUR||4.70%||–32 268||–37 200|
|Züblin Real Estate Holding NV||EUR||6.50%||16 400||16 400|
|Züblin Real Estate Holding NV – allowance||EUR||6.50%||–13 882||–15 000|
|Currency translation adjustments||–13 339||–5 695|
|Total||74 831||111 931|
1Interest capitalized in full.
2Thereof 3.5% in cash and 4.0% capitalized.
3Thereof 3.0% in cash and 6.5% capitalized. Moreover, Züblin Immobilien Holding AG will participate in any sale in proportion to the ratio of this loan to project company's equity.
4Restructured in the current financial year.
The 8.5% loan to Züblin Immobilière France SA was written down by CHF 47.2 million based on negotiations with an investor for the discontinued operation in France. The 4.7% loan to ZUB Immobilien GmbH was written down by CHF 16.0 million. This writedown was largely caused by the negative change in market value in the German portfolio (see note 1). The loans to Züblin Real Estate Holding AG, which were already written down in prior years, have been written down in full to the loan amount as valued at the year-end exchange rate and will be derecognized after the termination of operating activities.
5. Intercompany receivables
|Group company||Transaction Currency||31.3.2015 in CHF thousand||31.3.2014 in CHF thousand|
|ZIAG Immobilien AG||EUR||174||11|
|ZUB Immobilien GmbH||EUR||623|
|Züblin Real Estate Holding NV||EUR||4 619||4 463|
|Züblin Real Estate Holding NV – allowance||EUR||–3 850||0|
|Currency translation adjustments||–308||–186|
|Total||1 258||4 288|
The current account claims against Züblin Real Estate Holding NV were written off as a result of the disposal of its final property and the associated cessation of operating activities. They will be derecognized when the company has been wound down.
6. Treasury shares
Treasury shares are recorded at the lower of cost or market value of the shares as of the balance sheet date. The value of the treasury shares at their original purchase price has been recorded in equity under “reserve for treasury shares”.
|Number of shares||in CHF thousand||Number of shares||in CHF thousand|
|Balance as of 1.4.||679 877||1 333||629 877||1 493|
|Purchase of treasury shares||0||0||50 000||109|
|Sale of shares||0||0||0||0|
|Result from treasury shares||–585||–269|
|Balance as of 31.3.||679 877||748||679 877||1 333|
|Price per share||1.10||1.96|
7. Share capital
|Number of shares||in CHF thousand|
|Issued shares at a nominal value CHF 1.00 as of 31.3.2014||59 724 486||59 724|
|No changes in capital structure in financial year 2014/2015||–||–|
|Issued shares at a nominal value CHF 1.00 as of 31.3.2015||59 724 486||59 724|
8. Retained loss
|in CHF thousand||31.3.2015||31.3.2014|
|Retained loss previous year available to AGM||–56 590||–244 470|
|Offset of retained loss 1||0||244 470|
|Balance brought forward||–56 590||0|
|Earnings from financial year||–130 474||–56 590|
|Retained loss available to AGM||–187 064||–56 590|
1Offset of loss carryforwards against the capital contribution reserves in order to eliminate the retained loss of CHF 244'470'162.91 in accordance with the AGM resolution of 11 June 2013.
Due to the loss of CHF 130.5 million in the financial year, the Company's equity no longer covers half of the share capital plus the capital contribution/legal reserves. The Board of Directors will initiate the measures required by Art. 725 (1) of the Swiss Code of Obligations and present them to the AGM on 30 June 2015.
9. 4%bond 11/15
|in CHF thousand||Nominal value||Price in %||Fair value||Effective interest rate in % 1|
|As of 31.3.2015||35 300||97.00%||34 241||4.42%|
|As of 31.3.2014||55 445||102.81%||57 003||4.42%|
1The effective interest rate is made up of the coupon of 4% and the amortisation of the transaction costs.
On 20 July 2011 Züblin Immobilien Holding AG issued a 4% bond of CHF 60.0 million. The bond is quoted at the SIX Swiss Exchange.The bond has a duration of four years and its proceeds were used to repay short-term loans, to refinance different mortgages as well as to finance a renovation project in France.
In the financial year 2013/2014 the Company reduced the amount outstanding on the bond by CHF 4.6 million to CHF 55.4 million through repurchases for its own holdings on the open market.
A public tender offer was made to all holders of the 4% bond on 18 November 2014. Bonds with a nominal value of CHF 22.5 million were repurchased on 12 February 2015, which reduced the amount outstanding on the bond to CHF 32.9 million. The increase in the amount outstanding by CHF 2.4 million to CHF 35.3 million as at 31 March 2015 resulted from a partial sale of the bonds held by the Company after the repurchases in the financial year 2013/2014.
10. Contingent liabilities
|in CHF thousand||31.3.2015||31.3.2014|
|Guarantees in favor of subsidiaries||31 025||51 972|
The guarantees in favor of subsidiaries mainly relate to mortgages in Germany. They were reduced by CHF 20.9 million as a result of amortizations or repayments after sales and currency effects.
11. Significant shareholders
Number of issued shares in the Commercial Register as of 31 March 2015: 59 724 486
Züblin Immobilien Holding AG is aware of the following shareholders with holdings exceeding a disclosure threshold:
|Lamesa Holding SA, Panama 1||33.02%|
|Barron Investments Limited, Guernsey||5.02%|
1The Company is represented in the Board of Directors by Dr. Iosif Bakaleynik (Chairman), Vladislav Osipov and Iakov Tesis.
Lamesa Holding SA, Panama has extended a US dollar loan to the value of CHF 80 million to the Company. This is intended to fund the bond buyback (see note 20) and to cover the Company's short-term liabilities. CHF 47.5 million of the loan, which has a maturity date of 30 September 2015, had been drawn down at the reporting date. The amount shown in the balance sheet (CHF 49.6 million) includes currency translation and accrued interest. Züblin has a unilateral option for a 1-year extension of the loan, which must be exercised by 31 July 2015. The loan carries an interest rate of 15% p.a., of which 13% is payable in cash and 2% is capitalised (see also notes 5 and 15).
12. Joint and several liability
Züblin Immobilien Holding AG belongs to a VAT group and is jointly and severally liable with Züblin Immobilien AG and Züblin Immobilien Management AG for the VAT payments arising from this VAT Group's activities.
13. Events after the balance sheet date
No significant events have taken place since the balance sheet date.