1 Group structure and shareholders
1.1 Group structure
Allreal Group operates solely in Switzerland. Its legal structure and participating interests are shown below.
Allreal | ||||||||||||
Allreal | Allreal | Allreal | Allreal | Allreal | Apalux AG | Allreal | ||||||
Allreal | Hammer Retex AG | Bülachguss AG |
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Company | Registered office | Share capital | % of shares held |
Allreal Home AG | Zurich | 26.52 | 100.00 |
Allreal Office AG | Zurich | 150.00 | 100.00 |
Allreal Toni AG | Zurich | 90.00 | 100.00 |
Allreal Vulkan AG | Zurich | 50.00 | 100.00 |
Allreal West AG | Zurich | 20.00 | 100.00 |
Apalux AG | Zurich | 0.90 | 100.00 |
Allreal Finanz AG | Baar | 100.50 | 100.00 |
Allreal Generalunternehmung AG | Zurich | 10.00 | 100.00 |
Hammer Retex AG | Cham | 0.50 | 100.00 |
Bülachguss AG | Bülach | 0.10 | 100.00 |
All shareholdings are unlisted companies which are fully consolidated in the Group’s financial statements.
The scope of consolidation changed from the previous year as a consequence of the absorption of Hammertor AG into Hammer Retex AG. Since both companies were already directly or indirectly fully controlled by Allreal Holding AG in the previous year, for consolidation purposes this did not result in any changes.
Moreover, the scope of consolidation increased following the acquisition of 100% of Bülachguss AG, Bülach, on 28 July 2016 by Allreal Generalunternehmung AG.
Operationally, the Group is structured into two divisions:
Real Estate division
Investments in residential and commercial properties, including properties with particular development potential and investment real estate under construction. Various real estate services (property management, residential property sales, real estate consultancy, contract administration) are also provided.
Projects & Development division
Combination of project development, general contraction activities (realisation) and real estate services.
Allreal Holding AG has its registered office in Baar/Switzerland and is listed on SIX Swiss Exchange. As at 31 December 2016, market capitalisation amounted to CHF 2410.3 million. The registered shares are traded on the main segment (security number 883756, ISIN CH0008837566, symbol ALLN).
1.2 Significant shareholders
As at 31 December, the following shareholders were entered in the share register of Allreal Holding AG as having a shareholding (direct and/or indirect) which exceeds a threshold of 3% (“Significant shareholders”):
2016 | 2015 | |||
Helvetia Group, St. Gallen1 | 10.0% | 10.0% | ||
Swiss Mobiliar Group, Bern2 | 3.8% | 3.2% | ||
Pension Fund of Oerlikon Contraves AG, Zurich | 3.8% | 4.1% | ||
GastroSocial Pension Fund, Aarau | 3.4% | 3.4% | ||
PKE-CPE Pension Foundation, Zurich | 3.3% | 3.3% | ||
Pension Fund of the canton of Basel-Landschaft, Liestal | 3.1% | 3.1% | ||
Canton Zurich, BVK Employee Pension Fund of the canton | < 3% | 3.4% | ||
Highclere International Investors LLP, London, UK | < 3% | > 3% |
1 Holding via wholly owned subsidiaries Helvetia Swiss Life Insurance Company Ltd, Basel, and Helvetia Holdings AG, St. Gallen
2 Holding via wholly owned subsidiaries Swiss Mobiliar Insurance Company Ltd, Bern, Swiss Mobiliar Life Insurance Company, Nyon, Swiss Mobiliar Asset Management Ltd, Bern, Protekta Legal Protection Insurance Ltd, Bern, and the Pension Fund of the Employees of Swiss Mobiliar Group, Bern
For further details of the composition of the shareholder base see page 160 of the Annual Report.
Owing to legislation on the acquisition of real estate in Switzerland (“Lex Koller”), Allreal is required to provide evidence that it is Swiss controlled in order to be permitted to acquire residential real estate or building land for the realisation of residential property.
In order to satisfy the provisions of the “Lex Koller”, a shareholders’ pooling agreement is in place between the significant shareholders and several other shareholders. Under the terms of this agreement, the participating shareholders have committed to jointly hold a controlling majority of the share capital of Allreal Holding AG. Shares outside the pooling agreement are freely disposable.
As at 31 December 2016, the pooling shareholders held 38.80% of the share capital (tied and free shares). The core elements of the shareholders’ pooling agreement are the rules binding on the pooling shareholders stipulating that – subject to any preferential purchase rights accorded to the remaining pooling shareholders – tied shares may only be sold to third parties who are not deemed to be foreign nationals within the meaning of the “Lex Koller” and who are prepared to enter into the pooling agreement. There are no further obligations in place such as voting instructions at the annual general meeting.
During the reporting period, the proportion of pooling shareholders (tied shares) remained unchanged compared to the previous year at 35% of the share capital. The last disclosure report in this connection was filed on 8 April 2016 owing to a change in the composition of the Group.
Likewise on 8 April 2016, Swiss Mobiliar Cooperative, Bern, and the Pension Fund of the Employees of Swiss Mobiliar Group, Bern, disclosed to the company and to SIX Swiss Exchange that they jointly hold 3.27% of the shares of Allreal Holding AG.
On 12 January 2016, Highclere International Investors LPP, London, UK, disclosed to the company and SIX Swiss Exchange that its shareholding had fallen below the 3.0% threshold.
Particulars of these shareholders can be found on the SIX Swiss Exchange website under Significant shareholders (www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html).
1.3 Cross-shareholdings
There are no cross-shareholdings.