Annual Report 2014-2015

Notes to the
financial statements

General

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.

Risk assessment

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).

Notes

1. Income from participations

1. Income from participations
in CHF thousand1.4.2014 to 31.3.20151.4.2013 to 31.3.2014
   
Dividends from subsidiaries25 61040 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.

3. Participations

3. Participations
NameLocationCurrencyCapital31.3.2015 OwnershipCapital31.3.2014 Ownership
       
Züblin Immobilien AGZurichCHF270 000100.00%270 000100.00%
Züblin Immobilien Management AGZurichCHF100 000100.00%100 000100.00%
Züblin Immobilière France SAParisEUR17 054 71459.16%17 054 71459.16%
ZUB Immobilien GmbHDusseldorfEUR50 000100.00%50 000100.00%
ZIAG Immobilien AGDusseldorfEUR10 000 0005.50%10 000 0005.50%
Züblin Real Estate Holding NVDiemenEUR10 213 817100.00%10 213 817100.00%
Züblin Immobilière Belgium SABrusselsEUR200 753100.00%200 753100.00%

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

4. Loans to subsidiaries
Group companyTransaction CurrencyInterest rate31.3.2015 in CHF thousand31.3.2014 in CHF thousand
     
Züblin Immobilière France SA 1 4EUR8.50%112 9120
Züblin Immobilière France SA – allowanceEUR8.50%–47 2220
Züblin Immobilière France SA 4CHF5.00%09 000
Züblin Immobilière France SA 1 4EUR6.50%010 063
Züblin Immobilière France SA 2 4EUR7.50%012 564
Züblin Immobilière Paris Ouest SAS 3 4EUR9.50%056 987
Currency translation adjustments  –13 375–1 193
Total France  52 31587 421
ZUB Immobilien GmbHEUR4.70%43 75525 093
ZUB Immobilien GmbH – allowanceEUR4.70%–16 0000
ZIAG Immobilien AGEUR4.70%4 8753 659
Currency translation adjustments  –10 114–4 242
Total Germany  22 51624 510
Züblin Real Estate Holding NVEUR4.70%43 08939 809
Züblin Real Estate Holding NV – allowanceEUR4.70%–32 268–37 200
Züblin Real Estate Holding NVEUR6.50%16 40016 400
Züblin Real Estate Holding NV – allowanceEUR6.50%–13 882–15 000
Currency translation adjustments  –13 339–5 695
Total Netherlands  00
Total  74 831111 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

5. Intercompany receivables
Group companyTransaction Currency 31.3.2015 in CHF thousand31.3.2014 in CHF thousand
     
ZIAG Immobilien AGEUR 17411
ZUB Immobilien GmbHEUR 623 
Züblin Real Estate Holding NVEUR 4 6194 463
Züblin Real Estate Holding NV – allowanceEUR –3 8500
Currency translation adjustments  –308–186
Total  1 2584 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”.

  2014/2015 2013/2014
 Number of sharesin CHF thousandNumber of sharesin CHF thousand
     
Balance as of 1.4.679 877 1 333 629 877 1 493
Purchase of treasury shares0050 000109
Sale of shares0000
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

7. Share capital
 Number of sharesin CHF thousand
Issued shares at a nominal value CHF 1.00 as of 31.3.201459 724 48659 724
No changes in capital structure in financial year 2014/2015
Issued shares at a nominal value CHF 1.00 as of 31.3.201559 724 48659 724

8. Retained loss

8. Retained loss
in CHF thousand31.3.201531.3.2014
   
Retained loss previous year available to AGM–56 590–244 470
Offset of retained loss 10244 470
Balance brought forward–56 5900
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

9. 4%bond 11/15
in CHF thousandNominal valuePrice in %Fair valueEffective interest rate in % 1
     
As of 31.3.201535 30097.00%34 2414.42%
     
As of 31.3.201455 445102.81%57 0034.42%

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

10. Contingent liabilities
in CHF thousand31.3.201531.3.2014
   
Guarantees in favor of subsidiaries31 02551 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:

 31.3.2015
  
  
Lamesa Holding SA, Panama 133.02%
SUVA, Lucerne8.22%
Barron Investments Limited, Guernsey5.02%

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.

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Annual Report 2014-2015

Annual Report 2014-2015 (13.83 MB)