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 the provisions of the Swiss Code of Obligations (32nd title of the Swiss Code of Obligations). They supplement the consolidated financial statements 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

2018

 

2017

 

9.0

 

5.0

 

5.0

 

10.0

 

3.0

 

5.0

 

2.0

 

5.0

 

0.0

 

0.0

 

12.9

 

5.0

 

3.0

 

5.0

34.9

 

35.0

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

3  Financial income

2018

 

2017

 

1.4

 

1.5

 

18.5

 

15.5

 

0.0

 

0.3

 

0.2

 

0.0

 

0.0

 

0.2

20.1

 

17.5

4  Other operating expenses

Other operating expenses include the normal administrative expenses incurred by a holding company (legal advice, audit 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  Depreciation and amortisation

Hammer Retex AG, together with its facility management service operation for third parties, was divested on 28 March 2018. Prior to the divestment, a capital distribution of CHF 12.9 million was made. This distribution resulted in an amortisation of CHF 9.7 million on the investment.

6  Financial expenses

2018

2017

–1.4

–1.0

–1.1

0.0

–1.4

–1.4

–0.9

–0.9

–0.4

0.0

–0.9

–0.9

–3.0

–3.0

–1.6

–1.6

0.0

–0.2

–0.5

0.0

–0.3

0.0

–0.2

–0.1

–11.7

–9.1

7  Investments

Registered
office

 

Share
capital
CHF million

 

Shareholding1
31.12.2018

 

Shareholding1
31.12.2017

 

Baar

 

100.5

 

100.0%

 

100.0%

 

Zurich

 

10.0

 

100.0%

 

100.0%

 

Zurich

 

26.5

 

100.0%

 

100.0%

 

Zurich

 

150.0

 

100.0%

 

100.0%

 

Zurich

 

90.0

 

100.0%

 

100.0%

 

Zurich

 

50.0

 

100.0%

 

100.0%

 

Zurich

 

20.0

 

100.0%

 

100.0%

 

Zurich

 

0.9

 

100.0%

 

100.0%

 

Cham

 

0.5

 

 

100.0%

 

Bülach

 

0.1

 

100.0%

 

100.0%

1 Share in equity and voting rights

2 Indirect investment

Hammer Retex AG, together with its facility management service operation for third parties, was divested on 28 March 2018.

8  Bonds

Par value

CHF million

Issue price

Coupon

Maturity in years

Redemption1

160.0

100.55%

0.875%

10

30.03.2027

150.0

100.30%

0.75%

8.5

19.06.2026

100.0

100.91%

1.375%

10

31.03.2025

150.0

100.00%

0.625%

8

10.05.2024

125.0

100.12%

0.50%

5

19.04.2023

120.0

100.81%

0.75%

6

31.03.2021

150.0

100.31%

2.00%

7

23.09.2020

125.0

100.49%

1.25%

5

02.04.2019

1 Redemption at par

All bonds 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 2018, the conditions for premature redemption had not been met.

9  Share capital

On 20 April 2018, the annual general meeting of Allreal Holding AG voted in favour of lowering the share capital by reducing the nominal value of each registered share from CHF 50.00 to CHF 1.00 and using the amount of the reduction to repay CHF 6.25 per registered share to shareholders and to allocate CHF 42.75 per registered share to the reserves from contribution of capital. Accordingly, as at the balance sheet cut-off date, the share capital of Allreal Holding AG comprised 15,942,821 registered shares with a nominal value of CHF 1.00 each 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 20 April 2020 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 1.0 million by issuing up to 1,000,000 registered shares each with a nominal value of CHF 1 (authorised capital).

For the purpose of issuing convertible bonds, warrant bonds or other financial instruments, the annual general meeting of 31 March 2006 created 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 and with the exclusion of shareholders’ subscription rights. 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 2018) following the conversion of convertible bonds into shares in previous years. The nominal value reduction is also applicable to conditional capital, resulting in the latter amounting to CHF 2.5 million as at 31 December 2018.

Further, Allreal Holding AG has conditional capital of CHF 200,000 (200,000 registered shares at a nominal value of CHF 1 each) at its disposal for the purpose of issuing options to the members of the Board of Directors and management. This conditional capital has not been drawn on.

10  Reserves from contribution of capital

2018

 

2017

 

652.1

 

652.1

 

0.4

 

0.4

 

–7.1

 

–7.1

 

781.2

 

0.0

 

–696.1

 

–596.8

 

0.8

 

0.8

731.3

 

49.4

11  Other capital reserves

2018

2017

7.1

7.1

7.1

7.1

12  Statutory retained earnings

2018

 

2017

 

11.0

 

101.7

133.8

 

122.8

13  Treasury shares

  

Number
of shares

 

2018
Value
CHF million

 

Number
of shares

 

2017
Value
CHF million

 

29 528

 

4.9

 

12 000

 

1.8

 

228 316

 

36.0

 

164 174

 

27.6

 

–200 789

 

–31.7

 

–146 646

 

–24.7

   

–0.3

   

0.2

57 055

 

8.9

 

29 528

 

4.9

The average purchase price per share stands at CHF 155.35 (31.12.2017: CHF 165.25).

14  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%:

  

2018

 

2017

 

10.6%

 

10.6%

 

3.8%

 

4.3%

 

3.5%

 

3.8%

 

3.4%

 

3.4%

 

3.1%

 

3.1%

 

> 3.0%

 

> 3.0%

 

> 3.0%

 

 

> 3.0%

 

 

< 3.0%

 

3.2%

15  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.

16  Headcount

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

17  Contingent liabilities

As at 31 December 2018, guarantees and sureties to third parties in connection with the financing of Allreal group companies amounted to CHF 373.5 million (31.12.2017: CHF 346.0 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.