Notes

1  Basic principles and details of the methods applied to the annual accounts

Allreal Holding AG, domiciled in Baar, Canton of Zug, was founded on 17 May 1999. As a holding company it is not engaged in any operating activities. Its function is limited to managing and financing Allreal Group.

The Allreal Holding AG annual accounts have been prepared in accordance with Swiss legislation (32nd title of the Swiss Code of Obligations). They supplement the consolidated financial statements (pages 58 to 121) prepared in accordance with International Financial Reporting Standards (IFRS). Whereas the consolidated financial statements provide information about the business situation of the Group as a whole, the information in the annual accounts of Allreal Holding AG relates solely to the Group’s parent company.

Treasury shares are recognised at acquisition cost and deducted from shareholders’ equity at the time of acquisition. In the case of a resale, the gain or loss is recognised through the income statement as financial income or financial expense.

2  Income from investments

 

2017

 

2016

 

5.0

 

5.0

 

10.0

 

10.0

 

5.0

 

3.0

 

5.0

 

3.0

 

0.0

 

5.0

 

5.0

 

0.0

 

5.0

 

10.0

 

35.0

 

36.0

Dividends received from the subsidiary companies are booked to the accounts of Allreal Holding AG upon payment.

3  Financial income

2017

2016

15.5

15.9

1.5

1.5

0.3

0.0

0.2

0.1

17.5

17.5

4  Other operating expenses

Other operating expenses include the normal administrative expenses incurred by a holding company (legal advice, personnel recruitment fees, insurance, fees and capital taxes). The management fees paid to Allreal Generalunternehmung AG amount to CHF 0.6 million, unchanged from the previous year.

5  Financial expenses

 

2017

 

2016

 

–1.0

 

0.0

 

0.0

 

0.0

 

–1.4

 

–1.4

 

–0.9

 

–0.6

 

–0.9

 

–0.9

 

–3.0

 

–3.0

 

–1.6

 

–1.6

 

0.0

 

–1.4

 

–0.2

 

–0.6

 

–9.0

 

–9.5

6  Investments

 

Registered
office

 

Share
capital
CHF million

 

Investment1
31.12.2017

 

Investment1
31.12.2016

 

Baar

 

100.5

 

100.0%

 

100%

 

Zurich

 

10.0

 

100.0%

 

100%

 

Zurich

 

26.5

 

100.0%

 

100%

 

Zurich

 

150.0

 

100.0%

 

100%

 

Zurich

 

90.0

 

100.0%

 

100%

 

Zurich

 

50.0

 

100.0%

 

100%

 

Zurich

 

20.0

 

100.0%

 

100%

 

Zurich

 

0.9

 

100.0%

 

100%

 

Cham

 

0.5

 

100.0%

 

100%

 

Bülach

 

0.1

 

100.0%

 

100%

1 Share in equity and voting rights

2 Indirect investment

7  0.875% bond issue 2017–2027

 
 
 
 
 

The bond may be redeemed early, and the bond terms customary for such capital market instruments shall apply. Specifically, this includes an option for early redemption at any time at par, including accrued interest, provided that at least 85% of the original principal amount has been redeemed by Allreal. As at 31 December 2017, the conditions for premature redemption had not been met.

8  0.75% bond issue 2017–2026

 
 
 
 
 

The bond may be redeemed early, and the bond terms customary for such capital market instruments shall apply. Specifically, this includes an option for early redemption at any time at par, including accrued interest, provided that at least 85% of the original principal amount has been redeemed by Allreal. As at 31 December 2017, the conditions for premature redemption had not been met.

9  1.375% bond issue 2015–2025

 
 
 
 
 

The bond may be redeemed early, and the bond terms customary for such capital market instruments shall apply. Specifically, this includes an option for early redemption at any time at par, including accrued interest, provided that at least 85% of the original principal amount has been redeemed by Allreal. As at 31 December 2017, the conditions for premature redemption had not been met.

10  0.625% bond issue 2016–2024

 
 
 
 
 

The bond may be redeemed early, and the bond terms customary for such capital market instruments shall apply. Specifically, this includes an option for early redemption at any time at par, including accrued interest, provided that at least 85% of the original principal amount has been redeemed by Allreal. As at 31 December 2017, the conditions for premature redemption had not been met.

11  0.75% bond issue 2015–2021

 
 
 
 
 

The bond may be redeemed early, and the bond terms customary for such capital market instruments shall apply. Specifically, this includes an option for early redemption at any time at par, including accrued interest, provided that at least 85% of the original principal amount has been redeemed by Allreal. As at 31 December 2017, the conditions for premature redemption had not been met.

12  2.00% bond issue 2013–2020

 
 
 
 
 

The bond may be redeemed early, and the bond terms customary for such capital market instruments shall apply. Specifically, this includes an option for early redemption at any time at par, including accrued interest, provided that at least 85% of the original principal amount has been redeemed by Allreal. As at 31 December 2017, the conditions for premature redemption had not been met.

13  1.25% bond issue 2014–2019

The bond may be redeemed early, and the bond terms customary for such capital market instruments shall apply. Specifically, this includes an option for early redemption at any time at par, including accrued interest, provided that at least 85% of the original principal amount has been redeemed by Allreal. As at 31 December 2017, the conditions for premature redemption had not been met.

14  Share capital

As at the balance sheet cut-off date, the share capital of Allreal Holding AG comprises 15,942,821 registered shares with a nominal value of CHF 50 each (fully paid up). The premium paid in by means of capital increases and the conversion of convertible bonds is reported under reserves from contribution of capital.

The Board of Directors is authorised by the annual general meeting to increase the share capital – excluding the subscription rights of shareholders as applicable – until 15 April 2018 to acquire businesses, business units, participating interests or real estate through an exchange of shares, for financing or refinancing the acquisition of businesses, business units, participating interests or investment projects, or for the purpose of an international placement of shares worth up to CHF 50.0 million by issuing up to 1,000,000 registered shares each with a nominal value of CHF 50 (authorised capital).

For the purpose of issuing convertible bonds, warrant bonds or other financial instruments, the annual general meeting of 31 March 2006 created – excluding the subscription rights of shareholders – conditional capital of up to CHF 125.0 million through the issue of up to 2,500,000 registered shares with a nominal value of CHF 50 each. Bearers of the convertible and/or warrant bonds are entitled to subscribe to the new shares. This conditional capital decreased by CHF 0.2 million to CHF 124.8 million (as at 31 December 2017) following the conversion of convertible bonds into shares in previous years.

Further, Allreal Holding AG has conditional capital of CHF 10.0 million (200,000 registered shares at a nominal value of CHF 50 each) at its disposal for the purposes of issuing options to the members of the Board of Directors and management. This conditional capital has not been drawn on.

15  Reserves from contribution of capital

2017

2016

652.1

652.1

0.4

0.4

–7.1

–7.1

–596.8

–505.1

0.8

0.8

49.4

141.1

16  Other capital reserves

 

2017

 

2016

 

7.1

 

7.1

 

7.1

 

7.1

17  Statutory retained earnings

 

2017

 

2016

 

101.7

 

21.1

 

122.8

 

21.1

18  Treasury shares

Number
of shares

2017
value
CHF million

Number
of shares

2016
value
CHF million

12 000

1.8

33 220

4.5

164 174

27.6

130 555

18.3

–146 646

–24.7

–151 775

–21.1

0.2

0.1

29 528

4.9

12 000

1.8

The average purchase price per share stands at CHF 165.25 (31.12.2016: CHF 139.97).

19  Significant shareholders

As at 31 December, the following shareholders were entered in the company’s share register as having a shareholding (direct and/or indirect) which exceeds a threshold of 3%:

2017

2016

10.6%

10.0%

4.3%

3.3%

3.8%

3.8%

3.4%

3.4%

3.2%

3.8%

3.1%

3.1%

>3.0%

20  Investments of the Board of Directors and Group Management

The details required under Article 663c CO are presented in Note 5.5 “Transactions with related parties” of the consolidated financial statements of Allreal Group.

21  Headcount

As in the previous year, Allreal Holding AG did not employ any personnel.

22  Contingent liabilities

As at 31 December 2017, guarantees and sureties to third parties in connection with the financing of Allreal Group companies amounted to CHF 346.0 million (31.12.2016: CHF 421.6 million). Under the Swiss value added tax group taxation arrangement, Allreal Holding AG is jointly and severally liable vis-à-vis the Swiss Federal Tax Authority for all value added tax obligations of the other Allreal Group companies.