Annual Report 2013
100
0
75
–5
50
–10
25
2010
–15
Overall performance:
Price change plus profit distribution
plus subscription rights resulting
from capital increase in percent of
share price as on 1 January
Market values and vacancy rate
CHF million
2013
5
2012
125
2013
10
2012
150
2011
15
2010
175
2011
Net profit
CHF million
20
Net profit
incl. revaluation effect
Net profit
excl. revaluation effect
Completed project volume and
EBIT Projects & Development division
CHF million
4000
1200
3500
1050
3000
900
Mieteranteile Geschäftsliegenschaften
in Prozent des Ertrags aus Vermietung 2011
2500
750
2000
6%
600
80
450
60
300
40
150
20
6%
1500
4%
4%
1000
2%
Investment real estate under construction
Vacancy rate in %
Sechst- bis
2013
Zweit- und d
2012
Grösster Mieter 8.5%
Viert- und fünftgrösster Mieter 8.0%
2011
2013
2012
2011
Yield-producing properties
2010
2%
500
2010
nce:
plus Dividende
e aus Kapitalerhöhung
Kurses am 1. Januar
Overview of share performance
Übrige 56.7%
Completed project volume
Projects & Developments division
EBIT Projects & Development division
Real estate at a glance
2013
31.12.2013*
2012
31.12.2012*
Change in %1
Yield-producing properties
Commercial real estate on cut-off date
number
18
19
–1
Residential real estate on cut-off date
number
42
45
–3
Market value on cut-off date
CHF million
2 610.2
2 530.9
+3.1
Average market value by object
CHF million
43.5
39.5
+10.1
Rental income from investment real estate
CHF million
148.5
142.1
+4.5
Vacancy
rate2
%
4.7
5.0
–0.3
Real estate expenses
CHF million
22.3
19.6
+13.8
Real estate expenses
in % of rental income
15.0
13.8
+1.2
%
5.6
5.6
–
%
4.8
4.9
–0.1
Gross yield3
Net
yield4
Investment real estate under construction
number
7
6
+1
Market value on cut-off date
Buildings on cut-off date
CHF million
835.6
628.1
+33.0
Investment volume
CHF million
950.0
912.0
+4.2
Development real estate
Cost value land reserves on cut-off date
CHF million
51.0
149.4
–65.9
Estimated investment volume land reserves
CHF million
694.0
739.0
–6.1
Cost value buildings under construction on cut-off date
CHF million
287.6
396.3
–27.4
Estimated investment volume buildings under construction
CHF million
490.0
840.0
–41.7
Cost value completed buildings on cut-off date
CHF million
43.9
49.1
–10.6
*
Should no further particulars be given, values referring to the income statement concern the full year and balance sheet value the cut-off dates 31.12.2013 resp. 31.12.2012
hanges in quantum and percentage values are shown as absolute difference
C
In percent of targeted rental income, cumulated at cut-off date
3 Rental income from investment real estate in percent of continued market value as at 1 January
4 Rental profit from investment real estate in percent of continued market value as at 1 January
1
2
Key figures at a glance
2013
31.12.2013*
2012
31.12.2012*
Change in %1
Group
Total sales2
CHF million
1 242.3
1 086.1
+14.4
Operating profit (EBIT) incl. revaluation gains
CHF million
192.8
161.7
+19.2
Net profit incl. revaluation effect
CHF million
121.8
97.5
+24.9
Operating profit (EBIT) excl. revaluation gains
CHF million
184.7
169.9
+8.7
Net profit excl. revaluation effect
CHF million
116.1
104.6
+11.0
Cash flow
CHF million
157.6
72.2
+118.3
Return on equity incl. revaluation effect
%
6.3
5.5
+0.8
Return on equity excl. revaluation effect
%
6.2
6.0
+0.2
Equity ratio on cut-off date
%
49.3
48.6
+0.7
Net gearing on cut-off date3
%
80.8
80.6
+0.2
Average interest rate on financial liabilities on cut-off date
%
2.13
2.13
–
months
56
54
+2
CHF million
1 087.0
939.6
+15.7
CHF million
110.7
115.8
–4.4
%
40.8
46.7
–5.9
full-time equivalents
371
378
–7
Average duration of financial liability
Sales Projects & Development division
Earnings from Projects & Development
division 4
Operating margin Projects & Development division5
Employees (number) on cut-off date
Allreal Holding AG
Net profit
CHF million
44.3
42.6
+4.0
Share capital
CHF million
797.1
797.1
–
+21.6
Share
Earnings per share incl. revaluation effect
CHF
7.66
6.30
Earnings per share excl. revaluation effect
CHF
7.29
6.76
+7.8
Net asset value (NAV) per share before deferred tax on cut-off date
CHF
130.90
125.80
+4.1
Net asset value (NAV) per share after deferred tax on cut-off date
CHF
123.80
119.70
+3.4
Profit distribution per share6
CHF
5.50
5.50
–
Share price on cut-off date
CHF
123.50
141.10
–12.5
%
4.5
3.9
+0.6
Dividend/Profit distribution yield7
Valuation on cut-off date
Market capitalisation8
CHF million
1 964.7
2 248.3
–12.6
Enterprise value7
CHF million
3 555.1
3 785.8
–6.1
*
Should no further particulars be given, values referring to the income statement concern the full year and balance sheet value the cut-off dates 31.12.2013 resp. 31.12.2012
hanges in quantum and percentage values shown as absolute difference
C
Sales resulting from rental of investment real estate plus completed project volume Projects & Development division
3 Finance liabilities minus cash and marketable securities as percentage of equity
4 Income from realisation in Projects & Development, Sales Development, capitalised service and various revenues minus direct expenses from realisation in
Projects & Development, Sales Development
5 EBIT excl. revaluation and restoration of value adjustments on projects as percentage of profit from business activity (balance of operating income, direct operating expenses,
capitalised company-produced assets and earnings from sale of investment real estate)
6 Board of directors proposal of CHF 5.50 per share for the 2012 financial year by means of repayment of reserves from capital contributions
7 Stock price at balance sheet date multiplied by the number of outstanding shares
8 Market capitalisation plus net finance debts
1
2
Annual Report
2 Editorial
5 Market environment
6 Business model and strategy
8 Sustainability
12 Organisation
16 Real Estate division
20 Projects & Development division
25 Outlook
26 Corporate governance
Financial report
59 Financial commentary
64 Consolidated financial statements of Allreal Group
150 Allreal Holding AG annual accounts
Additional information
160 Information for investors and analysts
168 Glossary of real estate terms
170 Organisation and schedule
1
Editorial
—
—
—
—
—
Pleasing net profit
Significant sales profits generated by Real Estate division
Projects & Development with record-high project volume
Continued sound and advantageous financing
Proposal for unchanged distribution of CHF 5.50 per share
Allreal reports pleasing net profit excluding revaluation gains of CHF 116.1
million for the 2013 financial year, or 11% above that of the previous year.
Higher rental income, profits deriving from the sale of income-producing
properties and residential property as well as low financial expenses contributed to this gratifying result.
Growth in rental income in the Real Estate division and the repeatedly and
clearly higher project volume in the Projects & Development division resulted in a total operating performance of CHF 1 242.3 million, 14.4% above
that of 2012.
As at 31 December 2013, Allreal employed a total of 388 employees at its
locations in Zurich, Basel, Bern, Cham and St. Gallen. The number of fulltime positions on the cut-off date amounted to 371.
Net profit including revaluation gains of CHF 121.8 million is reported 24.9%
above that of the previous year, reflecting mainly the valuation gains credited
to residential properties.
Allreal share with 4.5% distribution yield
The Allreal share closed on 31 December 2013 at CHF 123.50, or 12.5% below
the year-end price recorded the previous year. The negative price development, with which all larger real estate companies listed on the SIX Swiss
Exchange are confronted with, and the distribution in April 2013 for the 2012
financial year resulted in an overall performance of –8.6%.
At the Shareholders’ Meeting scheduled for 28 March 2014, and based on the
good results reported for the 2013 financial year, the Board of Directors will
propose a pay-out of CHF 5.50 per share. Related to the year-end share price,
the pay-out corresponds to a cash yield of 4.5%. As the necessary means for
the proposed pay-out will be generated from capital reserves, the distributed
amount is considered tax-free for private investors.
High-income Real Estate division
In combination with a lower vacancy-related loss of income, rental income
grew by 4.5% to CHF 148.5 million. At slightly higher real-estate expenses,
the portfolio’s yield is again reported at a respectable 4.8%.
In the first half of 2013, the portfolio of yield-producing buildings was extended by the reclassified residential building on Neunbrunnenstrasse in
Zurich Oerlikon and the office buildings located at Richti-Areal in Wallisellen
leased to Allianz Suisse. Both additions became fully income relevant in the
second half of 2013.
2
The divestments represent two residential and four commercial buildings
amounting to a total of CHF 217 million. The sum of the sales resulted in a
gratifying profit before tax of CHF 20 million.
On the cut-off date, the entire portfolio of yield-producing real estate included 42 commercial and 18 residential buildings.
In the period under review, investment real estate under construction experienced the addition of three commercial buildings and the reclassification of
a residential and a commercial building each to yield-producing real estate.
Consequently, compared to the cut-off date the previous year, the portfolio
grew by one building to a total of seven buildings under construction, all of
which were completed in 2014.
The divisions’ contribution toward
operating profit
2013
Real Estate 75.8%
Projects & Development 24.2%
Valuation of investment real estate by an external real estate valuer resulted in the higher valuation of the entire portfolio by CHF 8.1 million. The
positive change in value was due mainly to revaluation gains in investment
residential real estate and real estate under construction and the IFRS 13
accounting standards introduced with effect from 1 January 2013.
When taking into consideration changes of ownership, reclassifications and
revaluations, total value of the investment real estate on the cut-off date
amounted to CHF 3.44 billion. Compared to the previous year this corres­
ponds to a 9.1% increase in value. Compared to the market value of the total
portfolio, the share of yield-producing real estate amounted to CHF 2 610.2
million, or 75.8%, and that of investment real estate under construction to
CHF 835.6 million or 24.2%.
Project & Development division with significantly higher project volume
Earnings from operations for the Projects & Development division in the
2013 financial year amounted to CHF 110.7 million. Despite demanding
parameters, the division’s results are reported only slightly below those of
the previous year. The good result can be especially attributed to the successful sale of condominiums from own development and realisation.
The operating result in the period under review amounted to CHF 45.2
million. Essentially, clearly higher personnel expenses as well as lower
profits and fees obtained from contract awarding to sub-contractors represent the main reason for the 16.5% decrease compared to the previous year.
Project volume grew by 15.7% compared to the previous year to a recordhigh CHF 1 087 million. Completion or imminent completion of several projects connected with a focus on intact profit expectations will in the short to
medium term lead to a desired lower project volume.
On the cut-off date, the secured order backlog amounted to CHF 1.4 billion.
This value is below that of previous year and represents a desired utilisation
of existing capacity for a period of about 18 months.
3
Sound financing guarantees scope of action
On the cut-off date, the average interest rate for outside capital amounted to
a low 2.13% at an average term to maturity of 56 months. Allreal’s financing
consequently remains extremely favourable and sound.
Thanks to the successful issue in the third quarter of a CHF 150 million bond
loan 2013–2020 at 2.00%, Allreal is in a position in the short-term to invest
sufficient funds secured at a low interest level.
With an equity share of 49.3% and an immediately available credit line of
more than CHF 650 million, Allreal’s short-term debt capacity on the cut-off
date amounted to CHF 1.4 billion.
Cautious outlook on the 2014 financial year
Allreal assumes that the expected excess supply of office space and con­
tinued pressure on margins in the Projects & Development division will have
a noticeable effect on the company’s business operations. Higher real estate
expenses budgeted for 2014 and lower profit contributions from the sale of
real estate will show a negative effect on results. As a result, the company
expects operating results for the 2014 financial year at a level seen in pre­
vious years but below that period under review.
The Board of Directors and Group Management wish to thank all staff members for their contribution toward the good financial results and our shareholders for their trust and support.
Thomas Lustenberger
Chairman
4
Bruno Bettoni
Chief Executive Officer
Market Environment
Real estate
Accentuated by the continuing low level of interest rates, institutional and
private investors remain under high pressure concerning their investments.
Despite lower yields, the price of residential property continued to rise in
2013. In contrast, with regard to the acquisition of commercial real estate,
investors showed increasing reservations owing to a threatening overcap­
acity of office space. Consequently, the stable prices for commercial buildings – albeit at a high level – will probably come under increasing pressure
depending on their location and rental situation. Rent-free periods and
financial contributions toward remodelling and interior conversion have not
only become the rule but often a precondition for the conclusion of a lease
agreement.
As a result of the continuing and gratifyingly stable economic cycle accompanied by a low level of interest rates and Europe’s lowest home-ownership ratio, there is a consistently strong and unswervingly high demand for
affordable residential property in Switzerland. In terms of financing residential property, banks are implementing clearly stricter guidelines than they
have done until recently. A decline in prices for residential property is noticeable at least in those areas that have shown exaggerated prices. It is therefore to be assumed that overall the prices for residential property and land
ready for building will stabilise at the current level.
Considering that the supply of highly priced residential property is now
clearly surpassing demand, the sale of completed projects or projects under construction in the upper or highest price class is growing increasingly
demanding.
General contracting
Pressure on the prices and margins of general and total contractors has
continued to grow while the level of construction activity remains stable and
high. The main reason for this continued competitive accentuation is seen
in the growing number of market participants, such as architects, planners
and companies in the construction industry aiming to cover a larger segment
of the value-added chain. Moreover, Allreal is observing that established
general and total contractors are showing increasing aggressiveness in the
market and submitting quotes that hardly cover costs.
A further challenge facing general contractors concerns the mostly high
to very high capacity utilisation of companies operating in the main and
secondary construction trades. This complicates and increases the price of
procuring the necessary capacity and results in lower profits obtained from
contract awarding to subcontractors. In addition, owing to a shortage of
skilled employees the supervision of construction work necessary to secure
quality is growing increasingly labour intensive. Moreover, joint and several
liability introduced for subcontractors with effect from 1 July 2013 is causing
considerable additional administrative expenses as compliance with the new
regulations is connected with higher supervision and control duties.
5
Business Model and Strategy
Allreal combines a stable-income real estate portfolio with the activities of
a general contractor (project development and realisation).
Underpinned by this proven and successful business model, Allreal is able
to cover the entire value chain of a property − from project development and
realisation all the way through to profitable long-term property investments.
This integrated approach also generates numerous synergies that benefit
investors and shareholders alike.
Allreal does not operate in the main or secondary construction industries,
nor does it have any participating interests in these sectors. This means that
our company’s independence and transparency as regards contract placement are always guaranteed. Contracts are awarded solely on the basis of
objective and economic criteria.
Allreal’s most important operating and financial target values are defined as
follows:
Return on equity excl. revaluation effect
6–7% p.a.
Return on equity incl. revaluation effect
7–10% p.a
Share of residential segment of total rental income
Net yield on investments and income-producing properties (at cost of acquisition)
Equity ratio
 5%
 35%
Net gearing (ratio of net financial debt and equity)
Interest cover ratio
 150%
 2.0
Capital gearing on investment real estate and development real estate
Distribution yield 20–30%
 70%
 75% of net operating result (excl. revaluation effect)
Real Estate division
Active management and continuous expansion of the portfolio of residential
and commercial properties secure a stable and long-term value creation.
Individual properties and entire real-estate portfolios are acquired, held or
sold depending on market conditions and the opportunities they generate.
Allreal’s subsidiary, Hammer Retex, has extensive experience of facility
management and has a particularly strong presence in central Switzerland and the Zurich area. Hammer Retex is primarily a service provider for
third parties, but it also undertakes facility management for certain properties within Allreal’s own portfolio. For properties not managed by Hammer
Retex, Allreal collaborates with companies that have strong local and
regional roots.
The Real Estate division also handles various additional activities, including
sales of residential property developed and realised by ourselves, property
search and brokerage services, drawing up valuations and contracts, and
providing advice on real estate transactions for private individuals, companies and institutional investors.
Allreal’s investment properties are located mainly in the Zurich metropolitan
6
area and other Swiss business centres. Residential properties account for at
least 20% of total rental income.
Allreal currently holds the third-largest real-estate portfolio of all listed
Swiss real-estate companies
Projects & Development division
The Projects & Development division provides services in project development and the realisation of real estate. The division’s offer comprises all
services connected with the development and realisation of new buildings,
conversion or renovation of buildings aimed at delivering fair market returns
and optimal added value. The implementation of the buildings is economically and ecologically balanced.
The Projects & Development division provides these services for third parties, for the Project & Development division’s own account (resale) or for the
account of the Real Estate division.
With branches in Basel, Bern, Cham, St. Gallen and Zurich, the Projects &
Development division is one of the largest suppliers in German-speaking
Switzerland and market leader in the Zurich metropolitan area. Projects &
Edevlopment
Real Estate
Portfolio
Management
Real Estate
Management
Sales/
Contracting
Experience
Know-how
Quality
Project
Development
Realisation
7
Sustainability
Responsible entrepreneurial activity and sustainable corporate management have always determined Allreal’s strategy and operation. The company
is aware of and assumes its responsibility toward the environment and the
society.
The code of conduct applying to the entire Allreal Group describes the expected behaviour of employees, contractors and suppliers, thereby defining
guidelines to be respected and observed without exceptions and limitations.
Observance of high ethical standards of behaviour characterised by personal
responsibility and strict adherence to national and international legislation
of significance to the company represents the basis of all entrepreneurial
activity.
Economic responsibility
Allreal endeavours to provide its shareholders with a regular return comparable to a direct investment in real estate and allowing shareholders to participate in the company’s economic success. The proven successful business
model combines a stable-income real-estate portfolio with the activities of a
general contractor. Generally, up to 75% of the earnings resulting from the
operating business are distributed to shareholders. Allreal usually invests
the remaining approximately 25% of operating earnings in new or initiated
projects intended for its own portfolio or for sale to third parties.
Thanks to the clear strategy, considerate handling of risk, sound financing
and the high earnings power, Allreal provides the best conditions for further
growth and a continuous increase in shareholder value.
Ecological responsibility While impact on the environment may be minimised when constructing or
operating real estate, it cannot be eliminated completely. Efforts to minimise
environmental pollution usually lead to higher production costs. They are
usually more than compensated for in the short to medium term by means
of lower operating and maintenance expenses and a longer life expectancy.
When taking into consideration the entire life of a building, it shows that projects that are planned and realised sensitive to the ecology and easy on the
environment can be considered profitable and by all means consistent with
economic interests.
At Allreal, development, planning and realisation of all projects are based on
the principle of careful use of resources and minimum disruption of the environment. The company thus ensures to comply with the applicable provisions
of environmental law, careful use of non-renewable sources of energy and
implementation of energy-saving measures during realisation and operation
of real estate. As a consequence, projects for third parties, for residential
ownership and for the company’s own portfolio are balanced both in terms of
ecology and the economy.
8
In this connection, Allreal has made a name for itself as a pioneer and pioneer in the development, planning and implementation of ecologically exemplary projects. The company has realised more than 70 Minergie buildings
since the year 2000, including the zero-heating-energy Eulachhof complex
in Winterthur, which was granted the Swiss Solar Award and the Watt d’Or
Award. Moreover, Allreal is implementing Switzerland’s first building complex – Richti Wallisellen – which complies with the requirements of the
2000-watt society, and in Mönchaltorf the first residential complex in canton
Zurich to comply with the Minergie standard A. In the spring of 2013, Allreal
was distinguished by the Minergie Association for the realisation of 1.3 million square metres of certified energy reference area.
In 2013, Allreal worked on the realisation of 10 Minergie buildings – one own
project and nine third party contracts – representing a construction sum
of CHF 667 million. Upon completion of the projects under construction on
the cut-off date, one will comply with the Minergie P standard, one with the
Minergie A standard and 20 with the Minergie standard.
Energy balance of income-producing real estate
In terms of operating and maintaining its own income-producing real estate,
Allreal endeavours to keep the strain on the environment as low as possible.
For its income-producing properties, the company measures and analyses
energy consumption, water consumption and CO2 emission based on the internationally accepted recommendations of the European Public Real Estate
Association EPRA. The data systematically gathered for the first time in 2012
provides a precise inventory of the current status. A multi-year comparison,
which will be available in the future and continuously updated, is of relevance
for the implementation and control of sustainable measures taken in order
to lower energy consumption and the connected reduction of pollutant emission.
The calculation of energy and water consumption takes into consideration
income-producing properties for which the necessary information is available across a twelve-month accounting period. In the 2013 financial year, this
applies to 15 residential complexes at a total market value of CHF 446 million and 39 commercial buildings at a total market value of CHF 1 895 million
(2012: 19 residential /32 commercial buildings). Comparability is, however,
restricted as both the composition of the portfolio and the parameters differ
from year to year.
Total energy consumption (electricity and heating) of the surveyed properties in the year under review amounted to 53.6 million kilowatt-hours corresponding to an average consumption per building included in the survey of
about 1 million kilowatt-hours. These values correspond to a CO2 equivalent
of 19 000 tons or an average of some 350 tons.
Water consumption of the surveyed properties amounted to 293 562 cubic
metres corresponding to an average consumption per property of 5 436 cubic
metres.
9
The reasons for the increased values when compared to the previous year
concern the higher number of commercial buildings in the surveyed portfolio
and a higher number of heating days. Adjusted to the longer and more intensive heating period the total energy consumption decreased when compared
to the previous year by some 2%.
Total energy consumption
2013
Number income-producing buildings
2012
54
51
Electricity in kWh
14 726 164
10 556 090
Heating in kWh
53 620 958
44 394 434
Total in kWh
68 347 122
54 950 524
293 562
269 704
509 477
458 101
2013
2012
Total water consumption of the surveyed buildings in m3
Total lettable space in
m2
Average water consumption of the buildings included
Electricity in kWh
272 707
206 982
Heating in kWh
992 981
870 479
1 265 688
1 077 461
5 436
5 288
9 435
8 982
Total in kWh
Average water consumption per building in m3
Average lettable space in
m2
Energy mix in kWh
15 commercial buildings
39 residential buildings
Market value CHF 446 million
Market value CHF 1895 million
General electricity
10
District heating
Natural gas
Heating oil
Woodchip
Society and social responsibility Efficient, capable and experienced employees are of major importance with
regard to successful long-term business activity. That is why Allreal attaches
great significance to continuing and systematic further training of its employees at all hierarchical levels and in all areas of activity. In 2013, annual
expenses of internal and external continuing and further training amounted
to CHF 780 per employee, corresponding to 3.1 training days. Moreover,
Allreal offers young people the opportunity to enter working life through an
apprenticeship or a trainee programme.
An employee survey carried out twice a year ensures that conflict potential is
recognised early and corresponding measures are defined and implemented
on time.
To keep the quality of the services provided at a consistently high level,
Allreal maintains a management system that applies to all employees and
in which all processes and procedures are bindingly defined. Moreover, all
aspects concerning occupational safety and safety on the construction site
are clearly defined. Adherence to the applicable safety regulations is regularly monitored by an internal safety management representative.
Allreal cultivates on-going communications with various stakeholders and
exchanges ideas with representatives of politics, the authorities, political
parties and associations based on open and transparent communications.
In addition, Allreal supports cultural and social organisations within the
framework of long-term agreements, such as the International Opera Studio and support for children suffering from cancer. The company welcomes
and supports volunteer work performed by its employees in their spare time.
Moreover, the company demonstrates its commitment to the society and
social responsibility by its membership in various non-party or politically
non-partial organisations, which include Avenir Suisse, a free-market liberal
Swiss think tank, and Stiftung Öffentlichkeit und Gesellschaft, an organi­
sation affiliated to the University of Zurich championing quality in media
work, both on the side of the public and the media.
A significant cultural commitment reaching out far beyond the company is
Allreal’s collection of contemporary architectural photography. The photographs concern acquisitions and commissions which, as far as possible, take
into consideration young photographers and those at an early stage of their
artistic career.
11
Organisation
The following table contains information concerning the members of the Board of Directors and
of the Executive Management, who all reside in Switzerland.
Board of Directors
Dr. Thomas Lustenberger
(*1951, Swiss)
Chairman, member since 1999
Dr. Ralph-Thomas Honegger
(*1959, Swiss)
Vice Chairman, member since 2012
Dr. Jakob Baer
(*1944, Swiss)
Member since 2005
Dr. iur., LL.M.
Dr. rer. pol.
Dr. iur., attorney
Since 1980
Partner in Zurich law firm Meyerlustenberger
Lachenal, Zurich
Since 2002
Chief Investment Officer and Member of
the Executive Board of the Helvetia Group
(Helvetia Patria Group until 2005)
Independent consultant since 2004
Member of the Board of
Directors of Calida ­Holding AG, Oberkirch
(Chairman); and other non-listed companies
1996–2001
Various management functions with
Helvetia Patria Versicherungen and Member
of Executive Management Switzerland
1987–1995
Various management functions with
Patria Ver­sicherungen
1994–2004
CEO KPMG Switzerland
and member of KPMG’s
European and international management
boards
1992–1994
Member of KPMG Switzerland’s executive
board
1975–1992
Various magement positions with
Fides Group
1971–1975
Legal service of Federal
Finance Administration, Berne
Member of the Board of Barry Callebaut AG,
Zurich;
Rieter Holding AG, Winterthur; Swiss Re,
Zurich
Member of the Board of Stäubli Holding AG,
Pfäffikon SZ (Chairman), and another nonlisted company
12
Albert Leiser
(*1957, Swiss)
Member since 2005
Olivier Steimer
(*1955, Swiss)
Member since 2013
Peter Spuhler
(*1959, Swiss) Member since 2013
Certified real estate trustee
lic. iur
Since 1989 owner, Chairman of the Board of
Directors and CEO of Stadler Rail Group
Since 2004
Executive general manager of City of Zurich and
Canton Zurich Home Owners’ Association
Since 2002
Chairman of the Board of Directors
of Banque Cantonale Vaudoise
1999–2004
Head Real Estate and Mortgages division,
Renten­anstalt/Swiss Life
2001–2002
CEO Private Banking International of Credit Suisse Group
1994–1998
Various management functions with Renten­anstalt/Swiss Life
1997–2001
Member of the Executive Board
Private Banking, Credit Suisse Group
1977–1994
Positions with various real estate companies
1983–1996
Various functions at Credit Suisse Group Board member of three non-listed companies
Board Member at Swiss Federal Railways SBB
(Deputy Chairman), Berne;
ACE Limited, Zurich, and other unlisted companies
Board member and delegate SVIT Zurich
Member of the Board of Directors, Rieter
Holding AG, Winterthur; Autoneum Holding AG,
Winterthur
Board Member, Aebi Schmidt Holding AG (Chairman), Frauenfeld; Gleisag Gleis- und
Tiefbau AG (Chairman), Goldach; Walo Bertschinger AG, Zurich, and other unlisted companies
Member of LITRA (Deputy Chairman), Berne,
and numerous other institutions
City of Zurich councillor
Member of the Bank Council at Swiss National
Bank SNB (Deputy Chairman), Zurich and
Berne
Member of the ETH Board, Zurich; Board of
Trustees, Swiss Finance Institute (Chairman),
Zurich; Member of the Executive Committee,
Economiesuisse, Zurich, and functions at numerous other institutions
All members of the Board of Directors of Allreal Holding AG are non-executive in the company, and they especially hold no official functions or
political offices. None of the Board members in the past held operating management functions within the Allreal Group. There are two board of
directors committees (Risk and Audit Committee, and Nomination and Compensation Committee). The Board members are appointed individually
for a total of three years.
13
Group Management
Bruno Bettoni (*1949, Swiss)
Chief Executive Officer since 1999
Hans Engel (*1955, Swiss)
Head of Investments Member of Group Management since 1999
Roger Herzog (*1972, Swiss)
Chief Financial Officer
Member of Group Management since 2004
1995–1999
Managing director of Oerlikon-Bührle Immo­bilien AG
Holder of the Swiss federal diploma as real estate trustee
Swiss certified auditor
1983–1995
Member of Group Management of OerlikonBührle Immobilien AG
1973
Joined Oerlikon-Bührle Immo­bilien AG as project manager
Apprenticeship as architectural draughtsman
Additional apprenticeship as ­bricklayer
Various management-related ­courses
1987–1999
Member of the group management of Oerlikon-Bührle Immo­bilien AG
1981
Joined Oerlikon-Bührle Immo­bilien AG as an expert for contracts and the purchase, sale
and development of real estate
1974–1980
Recording officer in two Zurich ­notaries’ offices
2003
Joined Allreal General­unternehmung AG as Head Accounting
1998–2003
PricewaterhouseCoopers, Manager Auditing and
Consulting
1995–1998
Zurich Business School, degree in Business Administration
1988–1995
Credit Suisse, employee in foreign exchange
and commercial credit divisions
Commercial apprenticeship
14
Alain Paratte
(*1964, Swiss)
Head of Real Estate
Member of Group Management since 2013
Nigel Woolfson
(*1958, Swiss)
Head Project Development, member of Group
Management since 2013
Raymond Cron
Raymond Cron (*1959, Swiss)
Head Realisation
Member of Group Management since 2013
Graduate architect Swiss Federal Institute of
Technology (ETH), Swiss Society of Engineers
and Architects SIA, post-graduate studies in
general building management (ETH)
Graduate quantity surveyor and regional
planner, MBA
Dipl. Bau-Ing. ETH/SIA, NDS Technische Betriebswissenschaften
2006
Joined Allreal Generalunternehmung AG
as team leader, Project Development
2013
Joined Allreal Generalunternehmung AG as
head Realisation
1994–2006
Karl Steiner AG, department head,
Project Development
2008–2013
Orascom Development Holding AG, COO
2009
Joined Allreal General­unternehmung AG as
Head Portfolio Management
2003–2009
Pensimo Management AG, portfolio manager
Turidomus real estate investment fund
1998–2003
Project development
Oerlikon-Bührle Immo­bilien AG/Allreal
General­­unternehmung AG
1996–1998
Swiss Federal Institute
of Technology Zurich, post-graduate studies in
general building management (ETH)
1992–1996
Planpartner AG, regional planning specialist
1989–1993
Steigerpartner Architekten AG,
project manager and specialist in real estate
consulting
1986–1989
Suter+Suter, specialist in real estate
consulting and project development
2004–2008
Federal Office of Civil Aviation, Director
1989–2004
Batigroup Holding AG and preceding com­
panies, Member of Management Board
Member of Boards of Directors of unlisted
companies
1982–1986
South African Transport Services (SATS),
quantity surveyor and specialist in project
development
1985–1991
Swiss Federal Institute of Technology ETH,
architecture degree
With the exception of serving on Allreal’s Board of Directors, the members of Group Management hold no other comparable posts and, with the
exception of the disclosed mandates, execute no public functions and hold no political office.
Signatory authority
Members of the Board of Directors and of Group Management have joint signatory authority for the company.
Auditors
External independent real estate valuer
Ernst & Young AG, Zurich
Jones Lang LaSalle AG, Zurich
15
Real Estate division
Yield-producing properties
CHF million
2750
2500
2250
Income derived from the rental of income-producing real estate grew by
4.5% compared to the previous year to CHF 148.5 million (2012: CHF 142.1
Mio.). In addition to portfolio growth, success in initial letting and re-letting of
residential and commercial properties and the resulting low vacancy-related
loss of revenue made a significant contribution to the division’s result. Of the
total rental income in 2013, the share of residential properties amounted to
17% and that of commercial properties 83%. In terms of total targeted rental income, marginal changes were recorded
in the share of the various usage categories. In the period under review,
office/commercial accounted for 53.1%, residential 19.0%, sales 8.7%, parking 7.3%, trade/warehousing 7.0% and remaining usages accounted for 4.9%. 2000
1750
The average duration of limited rental agreements for commercial properties on the cut-off date was 5.6 years (2012: 6.4 years). A 9.4% share of agreements is eligible for renewal in 2014. Of the income resulting from the rental
of commercial buildings, the 10 largest tenants generated 50.4% (2012: 29%).
1500
1250
1000
As supply of commercial space continued to exceed demand in the period
under review, the rental of office space grew increasingly challenging, especially in the Zurich metropolitan area. At 4.7% the cumulative vacancy rate
(2012: 5.0%) is considered all the more positive, while 39.5% was accounted
for by three properties located in Glattbrugg, Urdorf and Zurich. Based on
foreseeable changes in 2014, Allreal expects the vacancy rate for the current
year to range between 5% and 6%.
750
500
2013
2012
2011
2010
250
Regional distribution of commercial and residential properties
in percent of market value as at 31 December 2013
City of Zurich 50.5%
Canton of Zurich 34.8%
Other regions 14.7%
Expenses for the administration and operation of let income-producing properties and for value-preserving maintenance and repair work amounted to
CHF 22.3 million (2012: CHF 19.6 Mio.). Compared to the rental income, this
corresponds to a long-term average of 15%.
16
Income from income-producing properties
CHF million
160
In the period under review, about CHF 5.5 million was invested in the refurbishment of a residential building in Bülach ZH comprising 49 rental
apartments. Thus the more than 30-year-old building has been elevated to
modern standards in terms of environmental compatibility and comfort.
Large investments are budgeted for the Escher-Wyss-Areal in Zurich-West.
in order to embrace the long-term requirements of the main tenant, MAN
Diesel & Turbo AG Schweiz. As a result, real-estate expenses in the followup period will be significantly above the average reported in recent years.
140
120
100
Similar to the previous year, net income derived from the rental of residential and commercial real estate reported in 2013 amounted to a respectable
4.8%.
80
60
The Hammer Retex Group, which was acquired in 2012, became income rele­
vant for an entire financial year for the first time in the period under review
and generated earnings of CHF 76.8 million (2012: CHF 4.4 million), representing a pleasing contribution to the Real Estate division‘s good result. The
number of properties in Allreal’s own portfolio and managed by Hammer
Retex is expanded gradually.
40
2013
2012
2011
2010
20
Numerous changes in the portfolio of investment real estate were reported
in the period under review. The portfolio of income-producing properties
showed two additions and six divestments and the portfolio of investment
real estate under construction three additions and two divestments. Breakdown of commercial and residential properties by usage
in percent of target rental income 2013
Office and services 53%
Residential 19%
Sales 9%
Trade and warehousing 7%
Parking 7%
Other 5%
The first addition to the income-producing real estate portfolio concerns the
Neunbrunnenstrasse residential building in Zurich Oerlikon. The apartment
building developed by Allreal and constructed in accordance with Minergie
standards comprises 40 generous 3½ to 5 ½ room units in the medium price
segment.
17
Cumulative vacancy rate
yield-producing properties
in percent of target rental income
6
5
The second addition concerns the office complex at Richti-Areal in Wallisellen for which Allianz Suisse was secured as key tenant by means of longterm lease agreements. The 18-storey office building and the 6-storey annex
together represent usable space of 50 000 square metres for more than 1800
employees, numerous meeting rooms and several catering facilities. The
building developed and realised by Allreal became income relevant on 1 June
2013, while the tenants took the building into operation by December 2013.
4
Both additions to the portfolio of income-producing buildings refer to projects formerly classified as investment real estate under construction.
3
Breakdown of tenants of commercial real estate
in percent of rental income 2013
2
2013
2012
2011
2010
1
Largest tenant 9%
Second- and third-largest tenants 16%
Fourth- and fifth-largest tenants 11%
Sixth- to tenth-largest tenants 14%
Others 50%
In the 2012 financial year, four commercial and two residential buildings
valued at about CHF 200 million were divested. Profits before tax generated
from the sale amounted to a gratifying CHF 217 million.
The divested buildings included a smaller commercial building erected in
1979 located at Kronenstrasse in Dielsdorf (with effect from 1 April 2013),
two older residential buildings at Zürcherstrasse in Schlieren consisting
of 51 rental apartments (with effect from 1 April 2013), a smaller commercial building at Farlifangstrasse in Zumikon (with effect from 30 September
2013), a building near Wallisellen railway station (with effect from 1 October
2013) and a commercial building at Dreikönigstrasse in central Zurich (with
effect from 2 December 2013).
In the period under review the portfolio of real estate under construction
experienced the addition of three commercial buildings under construction
from own development and production representing a total expected rental
income of CHF 48 million, namely a building at Lilienthal Boulevard in Opfikon of which 50% was let on the cut-off date, a seven-storey office building at Herostrasse in Zurich Altstetten of which 50% was let on the cut-off
date, and a six-storey office building at Richti-Areal in Wallisellen let to UPC
Cablecom as key tenant. The three commercial buildings with a total floor
space of about 48 000 square metres will be completed in 2014 and transferred to the portfolio of income-producing real estate.
18
Residential real estate
Apartment mix by size of apartment
≤1½ rooms 6%
≤ 2½ rooms 21%
≤ 4½ rooms 29%
≥ 5 rooms
≤ 3½ rooms 36%
8%
As at 31 December 2013, the portfolio of investment real estate included a
total of 67 buildings: 18 residential, 42 commercial and 7 investment real
estate under construction. The valuation of the entire investment real estate portfolio executed by an
external estimator resulted in a higher valuation of the portfolio before tax
of CHF 8.1 million (2012: CHF –8.2 million). The revaluation was supported
mainly by CHF 19.2 million from investment real estate under construction while the higher valuation of residential real estate by CHF 43.5 million
nearly balanced the lower valuation of commercial real estate bhy CHF 54.6
million. The IFRS 13 accounting standard introduced with effect from 1 January 2013 requires the valuation of income-producing buildings in accordance
with the concept of best possible usage of a building. This resulted in the
higher valuation in the period under review of CHF 19 million.
When taking into consideration inventory changes and positive revaluation
gains, the market value of the entire portfolio on 31 December 2013 amounted
to CHF 3.44 billion (2012: 3.16 billion). The average value of the 60 income-producing buildings thus amounted to
CHF 43.5 million and that of investment real estate under construction to
CHF 119.4 million (2012: CHF 39.5 million/CHF 104.8 million).
Compared to the total market value of the income-producing buildings at
31 December 2013, 50.5% are located in the city of Zurich, 34.8% in canton
Zurich, 8.1% in both cantons Basel, 4.2% canton Geneva and 2.4% the Zug
region.
The Real Estate division’s contribution toward net profit excluding revaluation gains reported for 2013 represents a share of 75.6%.
19
Projects & Development division
Earnings from business activity achieved by the Projects & Development division in the period under review by means of project development, realisation
and sale of residential property amounted to CHF 110.7 million. The result
is 4.4% below that of the previous year, proving the division’s good earning
power. Profits earned from the sale of residential property deriving from the
division’s own development and realisation made a decisive contribution to
the result. They practically balanced out the significantly lower profits and
fees obtained from contract awarding to sub-contractors.
Operating expenses continued to rise by 5.7% to CHF 68.8 million (2012: CHF
64.5 million) mainly owing to considerable growth in personnel expenses
compared to 2012 as a result of the high order volume. Consequently, earnings before interest and taxes (EBIT) fell by 16.5% to CHF 45.2 million (2012:
CHF 54.7 million). The division therefore earned an operating margin (EBIT
as percentage of earnings from business activity) in the period under review
of 40.8 (2012: 47.2%). Despite clearly higher expenses, net profit reported by
the division for the period under review amounted to CHF 29 million (2012:
CHF 36.7 million), corresponding to a respectable return on equity of 12.5%
(2012: 13.2%).
Project development
In the period under review, the Projects department handled a consistently
high potential order volume of about CHF 1 billion for both third parties and
own projects. Thanks to many years of experience and profound knowledge
of all relevant processes, the Project Development department is capable of
covering the entire range starting with the idea and comprehensive analysis
to a project that is ready for construction and with long-term cost-effectiveness. The department thus makes a substantial contribution to the success
of the entire division and the group as a whole.
On land measuring some 55 000 square metres in the vicinity of the railway
station in Bülach (canton Zurich), Allreal is planning to realise a mixed-usage
project consisting of more than 450 rental apartments and condominiums
and office and commercial space with a total investment volume of about
CHF 260 million. The land known as Bülachguss was secured by Allreal in
2010 and represents a part of the formerly industrially used Bülach Nord
development area. Following implementation of an urban-planning competition based on the communal zoning plan, Allreal in the period under review
commissioned renowned firms of architects to develop feasibility studies
for eight building lots defined in the urban-planning concept. The continued
development of the design projects depends on a legally binding adoption of
the communal zoning plan. Should the zoning plan be adopted by the middle
of 2014, as expected, the project will be developed to the building application
level allowing for ground-breaking in 2015.
A further significant project design refers to Neuwisen-Areal in Dielsdorf
(canton Zurich). In 2013, Allreal implemented an explorative planning study
with five teams of architects for the 46 000 square-metre property in the
vicinity of the railway station. Two projects have been selected for con­tinued
in-depth advancement to be completed by the end of February 2014. The
winning project will serve as a basis to amend the building and zoning plan
currently in force. This is a precondition to ensure that residential use will
20
be possible on the land currently zoned for industrial use. It is intended to
develop several buildings comprising about 200 rental apartments and condominiums and a smaller share of commercial space. Capital expenditure
for the project will exceed CHF 200 million. Should the planned re-zoning be
completed by the end of 2016, construction could start in 2018 or 2019.
In spring of 2014, the Zurich Opera House will move into newly constructed
rehearsal facilities included in the new Escher-Terrassen building on
Hardturmstrasse in Zurich-West. The land on which the former rehearsal
stage was located on nearby Hardstrasse permits planning of a larger peri­
meter. It is intended to develop an office building there with ground-floor
usage geared to the general public. The research study for the new development with an intended useful area of about 15 000 square metres and connected re-design of the Schiffbauplatz was initiated at the end of the year
under review.
Other important projects commenced in the 2013 financial year, or significantly progressed or completed, include:
Dietlimoos-Moos*
GE
Residential, office, commercial
Adliswil
Kirschblütenweg
PE
Residential ownership
Basel
Missionsstrasse
PE
Rental flats and office space
Basel
Trigenius*
PE
Residential complex
Bottmingen BL
Schafschürwies*
PE
Residential complex
Hombrechtikon ZH
Bahnhofstrasse
PE
Residential, office, commercial
Romanshorn TG
Delta-Areal*
AE
open
Solothurn
Escher-Wyss-Areal
PE
Central power unit
Zurich
Schiffbaustrasse
PE
Residential, office, commercial
Zurich
Grünhof-Areal
AE
Residential, office, commercial
Zurich
Kirchenweg*
PE
Residential and office
Zurich
GE: Area development
AE: Site development
PE: Project development
* on behalf of third party
Realisation
The project volume concerning own and third-party projects processed in
the period under review amounts to a record-high CHF 1.09 billion or 15.7%
above that of 2012. Due to numerous projects completed in 2013 or to be
completed in due course, the project volume will decrease in the short to
medium term. Moreover, the Realisation department, which is managed by
Raymond Cron since August 2013, will in the future limit itself even more
consequently to projects with intact profit expectations and continuously
optimise both customer orientation and project handling.
Of the entire project volume handled in the 2013 financial year, 57.1% relate
to third-party projects, 19.6% to own projects, and 23.3% to projects designated for the sale of residential property from own development. New buildings represented 85.8% and refurbishments accounted for 14.2%.
21
Operating margin
Projects & Development division
in percent
60
In the 2013 financial year, the Realisation department worked on more than
140 new and refurbishment projects. Many of the ongoing construction projects proceeded according to schedule and in compliance with deadlines and
budgets. However, for various reasons, estimated profits were not achieved
to the desired extent in all projects.
Secured orders on the cut-off date of CHF 1.4 billion guarantee full utilisation
of the department’s available capacity for about 18 months.
50
40
30
20
2013
2012
2011
2010
10
At an investment volume of about CHF 550 million, Toni-Areal in Zurich-West
was the largest and most demanding individual project processed in the
period under review. Following completion of conversion work and new construction, the building represents 92 000 square metres of usable space. The
largest tenants are the Zurich University of the Arts and the Zurich University
of Applied Sciences (75 000 square metres). Rental apartments account for
some 13 500 square metres of floor space in the newly constructed high-rise
building. Considering that delays in realisation occurred in the past, every
available capacity was focused on the project in the year under review. In
order to meet the deadlines agreed upon with the canton of Zurich, at times
more than 1 000 tradesmen worked at the same time on the project covering
24 435 square metres. On the cut-off date rental agreements were signed
for more than half of the apartments which will be available from April 2014.
In the summer of 2014, the two universities and their approximately 5 000
students, lecturers and staff will move into the building and the 1 400 facilities specifically equipped to meet their needs. The 20-year rental agreement
concluded with canton Zurich will come into force on 1 July 2014. On this date,
the building will be reclassified from the portfolio of investment real estate
under construction to the portfolio of income-producing real estate.
In May 2013, Allreal began with construction work on the Freilagerareal in
Zurich Albisrieden covering some 70 500 square metres. The project is the
largest ever third-party contract implemented by Allreal. Total investment of
the residential complex owned by Zürcher Freilager AG will amount to about
CHF 500 million. The project includes 800 rental apartments, 200 rooms
used as a student residence as well as commercial space for trade and commerce. The complex complies with the requirements of the 2000-watt society. A period of three years is scheduled for implementation of the project,
and the complex will be handed over to its owners in 2016.
In the period under review, Allreal refurbished a three-storey department
store building in the city centre of Zug with floor space of nearly 6 000 square
metres and operated by the Coop Group of retail stores. The construction
sum amounted to over CHF 20 million, and construction work began on
3 January 2013 while the store’s day-to-day business continued. The department store remained closed for construction work from April to end October
but reopened on schedule in November in time for Christmas business. Following finishing work, the building was handed over to the owners in midDecember 2013.
22
The most important projects initiated in the year under review in addition to
those described above include:
Refurbishment UBS headquarters Aeschenvorstadt*
Basel
Residential complex Trigenius*
Bottmingen BL
Refurbishment apartment building Im Stumpen
Bülach ZH
Residential ownership Sonnenberg*
Herisau AR
Residential ownership St. Galler-Strasse*
Lachen SZ
Residential ownership Hatzenbühl*
Nürensdorf ZH
Residential complex Chilestieg*
Rümlang ZH
Refurbishment residential complex Ettenhauserstrasse*
Wetzikon ZH
Nursing home Hospital Zofingen*
Zofingen AG
Residential ownership Guggach
Zurich
Refurbishment UBS branch Theaterstrasse/Bellevue*
Zurich
* on behalf of third party
Projects completed in the period under review and handed over to the owners include amongst others:
Refurbishment residential complex Seegutstrasse*
Au ZH
Residential ownership Schinebüel
Birmenstorf AG
Residential complex Oberdorf*
Buchs AG
Residential and commercial building Blickpunkt*
Buchs SG
Residential complex Sonnenbergpark*
Herisau AR
Residential complex Promenade*
Horgen ZH
Residential ownership Stockenstrasse
Kilchberg ZH
Residential complex Heerpark 1*
Oberuzwil SG
Retirement Park Weissenau*
Unterseen BE
Office building Allianz
Wallisellen ZH
Residential ownership Escherhof
Wallisellen ZH
Residential ownership Konradhof
Wallisellen ZH
Residential complex Bommert*
Widnau SG
Residential complex Sonnengarten*
Widnau SG
Refurbishment and new construction Luegisland*
Zurich
Refurbishment office building Mühlebachstrasse*
Zurich
Apartment building Neunbrunnenstrasse
Zurich
* on behalf of third party
Sale of residential property
In the year under review, Allreal sold 256 condominiums from own development and production again with exceptional success. The profit generated
from the sale of residential ownership made a significant contribution to the
good financial result reported by the division for 2013.
With the sale of the last condominium, three projects were completed in the
2013 financial year: the Aublickweg residential complex in Au-Wädenswil,
the Schinebüel residential complex in Birmenstorf AG and the Konradhof
apartment building located on the Richti-Areal in Wallisellen. 23
The sale of the condominiums in Wallisellen and in Zurich was especially
successful thanks to a generally positive demand, particularly for condominiums in the medium price segment.
Allreal started construction on the Guggach residential complex in Zurich
Unterstrass at the beginning of June 2013. The project comprises 197 condominiums spread across 4 buildings with 7 to 8 floors and complying with the
Minergie standard. The outstanding success of the sale of the condominiums
started at the beginning of 2013 and underlines the continuing good demand
for affordable residential ownership in an urban environment. Of the con­
dominiums ready for hand-over at the end of 2015 and beginning of 2016,
102 units were sold at the end of the period under review.
The sale of elaborately equipped condominiums in a higher price bracket in
Erlenbach ZH, Kilchberg ZH and Meilen ZH was more demanding as supply
exceeds demand in the higher and upper price segment. In the case of the
Holengasse project located in Meilen ZH, Allreal reacted with a significant
price reduction on the unsold units. As a result, the sale of several units will
come into effect in 2014.
As 31 December 2013, the following 204 residential units were for sale
(31.12. 2012: 218):
Number of units/
units sold by end 2013
Ready for
occupation
Holengass
Meilen ZH
23/13
Q4 2012
Escherhof
Wallisellen ZH
122/110
Q3 2013
Stockenstrasse
Kilchberg ZH
8/5
Q4 2013
Lerchenbergstrasse
Erlenbach ZH
39/17
Q1 2014
Mönchaltorf ZH
50/45
Q1 2014
Bülach ZH
82/41
Q2 2014
Zurich Unterstrass
197/102
Q1 2015
Basel
10/0
open
Bruggächer
Cholplatz
Guggach
Kirschblütenweg
Owing to the low number of units for sale, the sale of condominiums in 2014
will be below that of the period under review.
In 2013, the Project & Development division’s contribution toward net profit
excluding
24
Outlook
Based on the low level of interest rates and a further rise in the domestic population, Allreal assumes that the pleasing economic trend will continue beyond 2014. It is expected that the positive employment situation and
low unemployment rate will continue. However, it is not expected that the
number of employees in the services sector will grow so strongly that they
can fully absorb the large volume of new or modernised office space coming
on the market. As a result, the supply of commercial space will inevitably
exceed demand. This development will further accentuate the competitive
situation among market participants and result in lower rental prices in the
short to medium term. Consequently, both market value and yield will increasingly come under pressure.
In contrast, no signs of slowing down can be made out in residential construction in Switzerland. The brisk construction activity follows a rising residential population on the one hand and is the result of social changes and
growing demands on the other. Construction of rental space and condomin­
iums is currently ensuring good utilisation in the construction industry. However, it is expected that residential construction will level off in the medium
term. For the present, prices for residential real estate will probably rise and
yields drop.
With its tried and tested business model and very advantageous financing,
Alreal is extremely well positioned and armed for the future. Thanks to the
combination of a stable-income real estate portfolio with the activity of a
general contractor, Allreal is able to swiftly react to changes in the market
and flexibly take advantage of opportunities as they arise.
Thanks to the completion of several commercial and residential buildings,
such as Toni-Areal in Zurich-West leased to the canton of Zurich, the portfolio of yield-producing real estate will feature significant growth both in
terms of number and space connected with a further rise in rental income.
The rental income will become income relevant for an entire year in 2015 for
the first time. For 2013, Allreal expects its vacancy rate to rise as significant
vacancies are emerging in Zurich and Winterthur. Real estate expenses for
2014 are anticipated to grow to over 15% of rental income and be significantly higher than in earlier years. The main reason for this development lies
in the higher investments required for upgrading the infrastructure of the
Escher-Wyss-Areal and the refurbishment of the office building there leased
to MAN Diesel & Turbo Switzerland Ltd. Moreover, lower profits are expected
from the sale of yield-producing buildings and residential property. Reduced
margins and profits obtained from contract awarding to sub-contractors will
have a noticeable effect on the 2014 result of the Projects & Development
division. However, thanks to good capacity utilisation and a high order backlog, a result comparable to that of the previous years seems to be realistic.
Owing to emerging developments, Allreal’s Board of Directors and Group
Management expect operating results for 2014 to remain below the very good
results for the period under review.
25
Corporate governance
Basic principles and introduction
This corporate governance report outlines the principles of management and
control at the highest corporate level of the Allreal Group as at 31 December
2013 and does not yet take into account the changes arising from the Ordinance
against Excessive Compensation in Listed Companies (OeEC), which entered
into force in 2014. The following information on corporate governance is in com­
pliance with the Corporate Governance Directive (DCG) issued by SIX Swiss
Exchange, which came into force on 1 July 2009, as well as with the commentar­
ies on the Corporate Governance Directive. It follows the structure used in the
DCG.
1
Group structure and shareholders
1.1
Group structure
Allreal
Holding AG
Baar
Allreal
Home AG
Zurich
Allreal
Office AG
Zurich
Allreal
Toni AG
Zurich
Allreal
Generalunternehmung AG
Zurich
Hammertor AG
Cham
Hammer Retex AG
Cham
Allreal
Vulkan AG
Zurich
Allreal
West AG
Zurich
Apalux AG
Zurich
Allreal
Finanz AG
Baar
The Allreal Group operates solely in Switzerland. Its legal structure and parti­
cipating interests are shown below.
Company
Registered office
Share capital
CHF million
% of share held
Allreal Home AG
Zurich
26.52
100.00
Allreal Office AG
Zurich
150.00
100.00
Allreal Toni AG
Zurich
70.00
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
Baar
100.50
100.00
Allreal Generalunternehmung AG
Zurich
10.00
100.00
Hammertor AG
Cham
0.10
100.00
Hammer Retex AG
Cham
0.50
100.00
Allreal Finanz AG
All shareholdings are unlisted companies which are fully consolidated in the
Group’s financial statements.
26
Allreal Annual Report 2013
In comparison with the previous year, the scope of consolidation changed as a
result of the merger of the two project companies Allreal Markthalle AG and PM
Management AG under Allreal Generalunternehmung AG. In addition, Wohnbau
Zürich AG was merged into Hammer Retex AG. All said companies are held,
either directly or indirectly, 100% by Allreal Holding 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 construc­
tion. 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 2013, market capitalisation was CHF
1 964.7 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 regis­
ter of Allreal Holding AG as having a shareholding (direct and/or indirect) which
exceeds a threshold of 3% (“significant shareholders”):
Helvetia Group, St. Gallen1
Canton Zurich, BVK Employee Pension Fund of the canton of Zurich, Zurich
2013
2012
10.0%
10.0%
4.8%
4.8%
Pension Fund of Oerlikon Contraves AG, Zurich
4.4%
5.1%
PKE-CPE Pension Foundation, Zurich
3.5%
3.6%
Swiss Mobiliar Group, Bern2
3.2%
3.2%
Pension Fund of the canton of Basel-Landschaft, Liestal
3.1%
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,
and Swiss Mobiliar Life Insurance Company, Nyon.
1
For further details of the composition of the shareholder base see page 161 of
the Annual Report.
Owing to legislation on the acquisition of real estate in Switzerland (“Lex
Koller”), the Allreal Group is required to provide evidence that it is Swiss con­
trolled in order to be permitted to acquire residential real estate or building
land for the realisation of residential property.
Allreal Annual Report 2013
27
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 sharehold­
ers 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 2013, the pooling shareholders held 40.73% 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 pre­
pared to enter into the pooling agreement.
During the reporting period, the proportion of pooling shareholders (tied shares)
remained unchanged compared to the previous year at 35.00% of the share
capital. As there were no changes in respect of the parties to the shareholders’
pooling agreement, no disclosure reports were filed in 2013.
Particulars of these shareholders can be found on the SIX Swiss Exchange
web­site under Significant Shareholders (www.six-exchange-regulation.com/
obligations/disclosure/major_shareholders_en.html).
1.3
Cross-shareholdings
There are no cross-shareholdings.
2
Capital structure
2.1
Capital on the reporting date
As at 31 December, Allreal Holding AG had the following capital structure:
CHF million
Share capital issued
2013
2012
797.1
797.1
Authorised capital
86.1
86.1
Conditional capital
134.8
134.8
2.2
Authorised and contingent capital in particular
Authorised capital
The Board of Directors is authorised by the annual general meeting of 30 March
2012 to increase the share capital – excluding the subscription rights of share­
holders as applicable – until 28 March 2014 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, partici­
pating interests or investment projects, or for the purpose of an international
placement of shares worth up to CHF 200.0 million by issuing up to 4 000 000
registered shares each with a par value of CHF 50 (authorised capital). In May
2012, the authorised capital was reduced by CHF 113.9 million from CHF 200.0
million to CHF 86.1 million (as at 31 December 2013) owing to the rights issue.
28
Allreal Annual Report 2013
Conditional 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 par 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 mil­
lion to CHF 124.8 million (as at 31 December 2013) following the conversion of
convertible bonds into shares.
Further, Allreal Holding AG has conditional capital of CHF 10.0 million (200 000
registered shares at a par 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 had not been drawn on as at the balance sheet date.
2.3
Changes in capital
In the years 2011 to 2013, the capital structure changed as follows as the result
of a rights issue in May 2012 as well as the conversion of convertible bonds into
shares in March 2011 and March 2013:
CHF
Ordinary share capital
31.12.2013
31.12.2012
31.12.2011
683 213 550
797 091 450
797 082 450
Authorised share capital
86 131 100
86 131 100
86 134 100
Conditional share capital
134 837 750
134 846 750
134 846 750
2.4
Shares and participation certificates
The share capital is divided into 15 941 829 fully paid-in registered shares with
a par value of CHF 50. All outstanding shares are unitary shares; there are no
preferred or voting right shares.
The registered shares are issued in the form of book-entry securities.
All shares are dividend-bearing. Exercise of the membership rights accorded
to the shareholder is conditional on an entry in the share register. Each regis­
tered share carries one vote at the general meeting.
The voting rights attaching to treasury shares held by the company are sus­
pended, and no dividends are paid on these shares.
The company has no participation certificate capital.
Allreal Annual Report 2013
29
2.5
Dividend-right certificates
Allreal has not issued any dividend-right certificates.
2.6
Limitations on transferability and nominee registrations
Every shareholder is entitled to be entered in the share register. The Board of
Directors may refuse entry in the share register if the number of registered
shares held by the buyer, or by a group of shareholders acting jointly, directly or
indirectly exceeds 5% of the share capital.
Subject to the 5% clause referred to above, nominee registrations are admissi­
ble without any limitations on voting rights.
2.7
Convertible bonds and options
The company has a 2.125% CHF 199.925 million convertible bond outstanding
(term from 9 October 2009 to 9 October 2014).
In March 2011 and March 2013, 540 registered shares with a par value of CHF 50
each were created from conditional capital through the conversion of converti­
ble bonds. For this reason, the original principal amount of the convertible bond
was reduced by CHF 0.075 million from CHF 200.0 million to CHF 199.925 mil­
lion.
The convertible bond is listed on SIX Swiss Exchange (security number 10 553 767,
ISIN CH0105537671, symbol ALL09). The coupon is payable annually on 9 Octo­
ber. The bond will be redeemed at par by no later than 9 October 2014. Until 19
September 2014, each bearer bond at CHF 5 000 par can be converted into
36.79447 registered shares of Allreal Holding AG, which corresponds to a con­
version price of CHF 135.89. If all conversion rights are exercised, 1 471 226 new
shares at CHF 50 par would be created from conditional capital, corresponding
to share capital of up to CHF 73.6 million. The bond may be redeemed early, and
the bond terms customary for such capital market instruments shall apply.
Specifically, this includes options for premature redemption either at any time
at par, including accrued interest, provided more than 85% of the original prin­
cipal amount has been converted and/or redeemed, or if the registered share of
Allreal Holding AG closes at no lower than CHF 176.65 on 20 trading days within
a period of 30 consecutive trading days. As at 31 December 2013 the conditions
for premature redemption had not been met.
The company had issued neither warrant bonds nor option plans on Allreal
registered shares as at the balance sheet date.
30
Allreal Annual Report 2013
3
Board of Directors
3.1
Members of the Board of Directors
Under the articles of association, the Board of Directors of Allreal Holding AG
consists of one or more members. It currently has six members. For the current
composition of the Board and information on individual Board members, refer
to pages 12 and 13 of the Annual Report. None of the Board members perform
executive duties in the company and none have performed operational manage­
ment functions within the Allreal Group in the past.
Allreal obtains consultancy services in legal matters from several law firms, i
ncluding Meyerlustenberger Lachenal Attorneys at Law, in which Dr. Thomas
Lustenberger, Chairman of the Board of Directors of Allreal Holding AG, is one
of 34 partners. In the 2013 financial year, Meyerlustenberger Lachenal charged
Allreal fees amounting to CHF 0.07 million.
The Helvetia Group, which holds 10.0% of Allreal Holding AG’s share capital, is
represented on the Board of Directors of Allreal Holding AG by Dr. Ralph-Thomas
Honegger. Allreal works for the Helvetia Group as a general contractor for pro­
ject development and the realisation of construction projects. These services are
provided at arm’s length. During the period under review, the volume of project
work completed for the Helvetia Group amounted to CHF 0.9 million.
In addition, insurance contracts are in place between the Helvetia Group and
individual Allreal companies which have an annual premium volume of CHF 1.2
million (policies covering buildings, construction and management).
Olivier Steimer is Chairman of the Board of Directors of Banque Cantonale
Vaudoise, which has had a business relationship with Allreal going back several
years. As at the balance sheet cut-off date, there are mortgage-backed loans in
the amount of CHF 45.8 million and derivative financial instruments (payer
swaps) with a nominal value of CHF 150 million in place.
There are no other material business relationships between Allreal and mem­
bers of the Board of Directors.
3.2
Other activities and vested interests
For details of other work and functions performed by individual members of
the Board of Directors outside the Allreal Group see pages 12 and 13 of the
Annual Report.
3.3
Elections and terms of office
The members of the Board of Directors are elected individually for a three-year
term by the general meeting. Re-election is permitted. The age limit is 70. The
terms of office of Dr. Thomas Lustenberger and Dr. Ralph-Thomas Honegger
Allreal Annual Report 2013
31
end with the 2015 annual general meeting. Dr. Jakob Baer and Albert Leiser
were elected for terms ending with the 2014 annual general meeting, Olivier
Steimer and Peter Spuhler were elected until the 2016 annual general meeting.
Dr. Thomas Lustenberger was first elected to the Board of Directors in 1999,
Dr. Jakob Baer and Albert Leiser in 2005, Dr. Ralph-Thomas Honegger in 2012,
and Olivier Steimer and Peter Spuhler in 2013.
3.4
Internal organisational structure
The Board of Directors constitutes itself and has appointed Dr. Thomas Lusten­
berger and Dr. Ralph-Thomas Honegger to serve as its Chairman and Vice
Chairman, respectively. There is no Board Delegate.
The Board of Directors has a quorum if at least half of its members are present.
It passes its resolutions with the majority of the votes cast; the Chairman has a
casting vote.
The Board of Directors holds four ordinary meetings annually, each normally
lasting half a day. Additional meetings may be convened to discuss topics of
current concern. A total of four meetings were held in 2013. The four meetings
were attended by all Board members for the full duration of the meetings.
Meetings of the Board of Directors are also attended by members of Group
Management for specific agenda items. The Board also dealt with a number of
business matters by circular letter and via telephone conferences.
The following key points were addressed at the Board meetings held in 2013:
— Review, isolated adjustment and approval of corporate strategy, mediumterm planning for the period from 2014 to 2016 and the annual budget for
2014
— Discussion and examination of the implementation of the two-pillar strat­
egy with backtracing of the specified quantitative targets on the basis of
individual growth initiatives
— Discussion and approval of the financial statements for each quarter
(including liquidity status, debt financing and pending legal disputes), of the
variance analysis versus the 2013 budget and of the forecast calculation for
2013 as a whole
— Examination and approval of applications relating to purchases and sales
of investment and development real estate as well as to major investment
projects
— Assessment of opportunities and risks of major own projects (development
real estate and investment real estate under construction)
— Discussion of the transaction and rental market and the vacancy situation
at individual investment properties in the Real Estate division’s remit
— Discussion of the direction of the Projects & Development division as well
as its short- and medium-term capacity utilisation
32
Allreal Annual Report 2013
— Discussion and assessment of financing management (interest lock-in
periods, credit facilities and hedging)
— Monitoring of and compliance with the investment and financing guidelines
— Deliberations and resolutions in connection with the issue of a bond
— Approval of the half-yearly external financial reporting including media
releases
— Approval of the proposals of the Risk and Audit Committee and the Nomi­
nation and Compensation Committee
— Deliberations on risk management and the internal control system (ICS)
— Review of internal documents
— Development of the share price and the shareholder structure in relation to
compliance with “Lex Koller” requirements
— Discussion and approval of the agenda items to be proposed to the annual
general meeting on 5 April 2013.
The Chairman of the Board of Directors assumes special tasks in his capacity as
liaison to the Chief Executive Officer. Performing these tasks involves several
meetings per year and frequent telephone contact.
3.5
Board committees
With a view to integrating the specialist expertise and experience of individual
Board members into the decision-making process and enabling the Board to
produce reports as part of its supervisory duties, the Board of Directors formed
two committees as provided for in the organisational regulations. The duties
and powers assigned to the Board of Directors in accordance with the organisa­
tional regulations and the law remain vested in the Board of Directors as a
whole, i.e. the two Committees have no decision-making powers. The Chairmen
of the Committees inform the full Board of Directors of the key findings of the
Committee meetings and/or present the resulting proposals.
Risk and Audit Committee
The Risk and Audit Committee supports the Board in supervising accounting
and financial reporting, the auditors and the external real estate valuer and in
monitoring compliance with legal requirements.
The tasks include reviewing the structuring of the accounting system in terms
of appropriateness, reliability and effectiveness, reviewing the annual financial
statements and the other financial information to be published, monitoring cor­
porate risk assessment and reviewing risk management practices and the
effectiveness of the internal control system (ICS) as well as periodic reviewing
of the insurance cover available to Allreal. The Risk and Audit Committee is also
responsible for monitoring business activity for compliance with decisions of
the Board of Directors, with internal regulations and guidelines, with corporate
policy principles and with relevant legal requirements, in particular those aris­
ing from the Stock Exchange Act.
In addition, the Risk and Audit Committee reviews the performance, independ­
Allreal Annual Report 2013
33
ence and compensation of the auditors and the external real estate valuer. This
includes in particular examining the compatibility of the auditing activities with
any consultancy mandates and reviewing overall remuneration. The review
reports and the resulting findings and recommendations are discussed in detail
with Group Management and the external auditors and consequent measures
are formulated. Implementation of these measures is overseen by the Risk and
Audit Committee.
The tasks, duties and powers of the Risk and Audit Committee are defined in the
organisational regulations of 12 December 2007. The full Board of Directors is
informed of the activities of the Audit and Risk Committee by the latter’s Chair­
man at the next Board meeting and decides on any resulting proposals.
The Risk and Audit Committee is made up of Albert Leiser (Chairman) and
Olivier Steimer (member). Meetings are normally attended by the Chief Finan­
cial Officer.
In 2013, the Risk and Audit Committee held two meetings in order to review the
2012 annual financial statement and the 2013 half-yearly financial statement in
relation to the above-mentioned tasks. In addition, cooperation with the exter­
nal auditors and the operational management was assessed in detail. The twohour meetings were attended by all members of the Risk and Audit Committee
and, in some cases, by the Chief Financial Officer. Representatives of the exter­
nal auditors and the external real estate valuer were present for individual
items on the agenda.
Nomination and Compensation Committee
The Nomination and Compensation Committee supports the Board of Directors
with regard to the selection, compensation and training of the members of the
Board, Group Management and the management of the Projects & Develop­
ment division.
Its tasks include managing the selection process for members of the Board of
Directors and Group Management and the resulting submission of proposals to
the full Board of Directors; in respect of Group Management, this also extends
to the submission of proposals relating to the key conditions of their contracts
of employment. The Committee also submits proposals to the full Board of
Directors concerning its own compensation and that of Group Management and
the management of the Projects & Development division.
Its other tasks include succession planning at the most senior level of manage­
ment, monitoring management employee training and reviewing and proposing
the salary policy suggested by the Chief Executive Officer for the attention of the
full Board of Directors.
The tasks, duties and powers of the Nomination and Compensation Committee
are defined in the organisational regulations of 12 December 2007. The Chair­
34
Allreal Annual Report 2013
man of the Nomination and Compensation Committee briefs the full Board of
Directors on the Committee’s activities. The Board decides on the resulting
proposals. The Committee does not have any decision-making powers.
The Nomination and Compensation Committee consists of Dr. Thomas Lusten­
berger (Chairman) and Dr. Ralph-Thomas Honegger (member). The meetings
are normally attended by the Chief Executive Officer.
In 2013, the Nomination and Compensation Committee held two approximately
two-hour meetings, which were attended by both members of the Committee
and the Chief Executive Officer. These meetings were concerned with issues of
succession planning, the organisation of the company and issues relating to the
compensation paid to the members of the Board, Group Management and the
management of the Projects & Development division. The Nomination and
Compensation Committee has decided to dispense with the services of consult­
ing external advisors. The Committee submitted its proposals on these issues
to the Board of Directors.
3.6
Definition of areas of responsibility
The principles governing the most senior level of management and the delinea­
tion of powers and responsibilities are defined in the organisational regulations
of 12 December 2007. While the Board of Directors performs the tasks of super­
visory and steering body, Group Management is in charge of the operational
business.
At the same time, under the articles of association and the organisational regu­
lations, the following powers and responsibilities are vested in the Board of
Directors:
— Ultimate direction of the Allreal Group and ultimate oversight of the per­
sons entrusted with management (“Compliance”)
— Defining the organisation and appointment of management and persons
authorised to act as proxies, incl. determining salaries
— Determining the organisation of and procedures for accounting, financial
controlling and financial planning
— Producing the Annual Report and annual financial statements, preparing
the general meeting and implementing its resolutions
— Defining business policy, including in particular investment and financial
policy
— Decisions on major transactions, including in particular investments and
divestments.
All other tasks are delegated to Group Management. In particular, the latter
also prepares the following for approval by the Board of Directors: medium-term
Allreal Annual Report 2013
35
planning over a period of three years, the annual budget and financial state­
ments and proposals for investments or divestments. It conducts operational
business. The Allreal Group does not have any internal auditors. Allreal staff
conduct regular reviews in order to verify property accounts prepared by exter­
nal property management companies. A firm of consultants commissioned by
Allreal periodically monitors the external property management companies in
relation to VAT issues.
3.7
Information and control instruments (ICS) vis-à-vis
Group Management
In particular, the Board of Directors has the following supervisory and control
instruments at its disposal:
— Comparative calculation of the annual budget for medium-term planning
and corresponding variance analysis (annually)
— Reporting on the functioning and effectiveness of the internal control
system (ICS) for financial reporting (annually)
— Reports on compliance with the investment and financing guidelines based
on instruments of simplified liability management (quarterly)
— Quarterly statements with presentation of the financial situation (incl.
budget comparison, end-of-year forecast and corresponding variance
analysis) and management reports (quarterly)
— Balanced score card relating to the Allreal Group and its divisions (quar­
terly)
— Risk matrix and assessments at Group level and of specific major projects
(quarterly)
— Detailed reports from Group Management on the trend of business in the
individual business areas, with lists of the investments and divestments
made (management information system/quarterly).
4
Group Management
4.1
Members of Group Management
Group Management is appointed by the Board of Directors. On the balance
sheet cut-off date, it consisted of six members: the Chief Executive Officer, the
Chief Financial Officer, the Head of Investments/Divestments, the Head of Real
Estate and the Heads of Project Development and Realisation. The contractual
period of notice for members of Group Management is six to twelve months. For
information on individual members of Group Management, refer to pages 14
and 15 of the Annual Report.
4.2
Other activities and vested interests
For details of other work and functions performed by individual members of the
Group Management outside Allreal, see pages 14 and 15 of the Annual Report.
36
Allreal Annual Report 2013
4.3
Management contracts
Allreal has not outsourced any management activities to third parties.
5
Compensation, shareholdings and loans
5.1
Content and method of determining compensation and shareholding
programmes
The members of the Board of Directors receive a fixed honorarium, which is
determined annually and paid in cash. The remuneration takes account of the
claims made on the individual members and their responsibilities and is not
tied to company targets.
In addition to their fixed basic annual salary (including fringe benefits and con­
tributions to pension funds/management pension plan), members of Group
Management also receive variable remuneration (target bonus) based on the
company’s annual result (performance bonus) and the attainment of individual
targets (function bonus). Over and above this, members of Group Management
also receive variable remuneration geared to the long-term success of the com­
pany in the form of share allocations.
The amount of the fixed basic annual salary is dependent on the individuals’
tasks and responsibilities, on their experience and on their performance track
record. It is determined on joining the company or on being appointed to Group
Management and is reviewed annually. The total fixed remuneration paid to
members of Group Management for the 2013 financial year amounted to CHF
1.96 million and contributions to pension funds (management pension plan)
came to CHF 0.28 million. Of the total amount, CHF 0.67 million in fixed remu­
neration and CHF 0.11 million in contributions to pension funds was paid to
persons who joined Group Management in the year under review.
The amount of the target bonus consisting of the performance and function
bonuses is set by the Board of Directors annually.
The performance bonus is based on the budgeted net operating profit (net profit
excl. revaluation effect). If the budget is achieved, the performance bonus will
be paid out in cash the following year once the annual financial statements have
been approved by the Board of Directors. If the net operating profit falls short of
the budget by 10 or more percent, no performance bonus will be paid out. If the
net operating profit is 10 or more percent above budget, 150% of the agreed
performance bonus will be paid out. The performance bonus for a net operating
profit which is less than 10 percent above or below budget will be calculated on
a linear basis.
Total performance bonuses paid out to members of Group Management for the
2013 financial year amounted to CHF 0.51 million, CHF 0.15 million of which
was paid to persons who joined Group Management in the year under review.
Allreal Annual Report 2013
37
The function bonus is dependent on the performance of the member of Group
Management in his area of responsibility and functions and hence on individual
target attainment. The function bonus can amount to a maximum of 40% of the
target bonus. If the individual targets are not achieved, no bonus will be paid
out.
Total performance bonuses paid out to members of Group Management for the
2013 financial year amounted to CHF 0.45 million, CHF 0.13 million of which
was paid to persons who joined Group Management in the year under review.
In addition to the variable target bonus, the Board of Directors may, at its dis­
cretion and without giving rise to any recurrent entitlement, award individual
members of Group Management an additional variable remuneration compo­
nent in the form of shares which is geared to the company’s long-term success.
The stock exchange value of the registered allocated shares of Allreal Holding
AG must not exceed 10 percent of the individual’s fixed basic salary relevant to
the year in question. Bonus recipients will be able to access half of the allocated
shares immediately and the remainder in two years’ time, provided their posi­
tion is not under notice of termination.
The performance of the share price does not count as a factor for setting the
remuneration paid to Group Management. In 2013, Group Management mem­
bers were allocated registered shares with a value of CHF 0.15 million from the
company’s treasury shares.
Of the total compensation of CHF 3.35 million paid to members of Group Man­
agement for the financial year, fixed remuneration (basic annual salary and
contributions to pension funds) accounted for 60%, while the variable compo­
nent of pay (performance bonus, function bonus and shares) accounted for 40%.
The variable component amounted to between 23% and 47% of the total remu­
neration, depending on the member of Group Management.
Persons leaving the Board of Directors or Group Management will not be
entitled to any contractually assured payments and benefits which go beyond
remuneration of the basic salary until the end of the contract.
Once a year, the Nomination and Compensation Committee submits a proposal
to the full Board of Directors regarding the amount of the remuneration for the
individual members of the Board of Directors and Group Management and at
the same time provides information on the process used to determine the com­
pensation and the course of the compensation process. While the full Board of
Directors takes the final decision on the remuneration, all Board members have
a say in the matter.
The meeting of the Nomination and Compensation Committee at which the
proposals to the full Board of Directors are prepared is attended by the Chief
Executive Officer, except where his performance is being assessed and his
remuneration determined.
38
Allreal Annual Report 2013
6
Shareholders’ participation rights
6.1
Voting rights and representation restrictions
Only persons identified as being entered in the share register are entitled to
exercise participation rights at the general meeting. In accordance with Art. 6 of
the articles of association, the Board of Directors may reject an entry if the
number of registered shares held by the buyer, or by a group of shareholders
acting jointly, exceeds 5% of the share capital. The registration restrictions may
be lifted by a simple majority decision taken by the general meeting. There are
no other restrictions.
In the 2013 financial year, the Board of Directors did not reject any share regis­
ter entries.
Every shareholder also has the option of representing his shares personally at
the general meeting or of having himself represented by a proxy, authorised in
writing, who need not be a shareholder.
The articles of association and the organisational regulations of Allreal Holding
AG can be accessed on the Allreal website: www.allreal.ch/Investoren/
Corporate Governance/Statuten/Protokolle and Reglemente (www.allreal.ch/
de/investoren/corporate-governance/statutenprotokolle/).
6.2
Statutory quorums
The Articles of Association do not specify any quorums over and above the
statutory rules on the adoption of resolutions (Art. 703 and 704 Swiss Code of
Obligations (SCO)).
6.3
Convocation of general meetings
The convocation of the general meeting is governed by the statutory provisions
(Art. 699 and 700 CO) and by Art. 10 and 11 of the articles of association.
6.4
Agenda
Until 20 days before the general meeting, shareholders individually or jointly
representing at least 20 000 shares may submit to the Board of Directors writ­
ten proposals and requests for items to be added to the agenda.
The German-language list of agenda items will be sent to the shareholders
along with the invitation to attend the general meeting.
If so decided by the general meeting, items to be discussed can be admitted
for discussion without prior announcement. However, with the exception of the
convening of an extraordinary general meeting or a special audit, a resolution
may only be passed at the next general meeting.
Allreal Annual Report 2013
39
6.5
Entry in the share register
Invitations to attend the general meeting will be sent to shareholders at least
20 days in advance. Shareholders entered in the share register by the last dis­
patch date are entitled to vote.
The qualifying date for the 15th annual general meeting on 28 March 2014 is
3 March 2014.
7
Changes of control and defence measures
7.1
Duty to make an offer
Art. 7 of Allreal’s articles of association contains an opting-out clause in accord­
ance with Art. 32 SESTA. This provision was introduced to permit changes
among the pool shareholders without triggering the duty to make an offer.
7.2
Change-of-control clauses
In the event of a change in the majority control of the company, there are no
agreements in place benefiting the members of the Board of Directors or Group
Management.
8
Statutory auditors
8.1
Duration of the mandate and term of office of the lead auditor
The annual general meeting of 5 April 2013 elected Ernst & Young AG as
auditors of Allreal Holding AG and all subsidiaries included in the scope of con­
solidation for the 2013 financial year.
Daniel Zaugg has performed the function of lead engagement partner since the
election of Ernst & Young AG as auditors.
8.2
Audit fees
For 2013, a total of CHF 0.29 million was billed, covering the fees for auditing
the consolidated annual accounts, the statutory individual accounts of all
Allreal companies and the review for the half-yearly financial statements.
8.3
Additional fees
No additional services were required from Ernst & Young AG.
40
Allreal Annual Report 2013
8.4
Information tools pertaining to an external audit
The Risk and Audit Committee maintains an exchange of information with the
external auditors within the scope of the tasks described on pages 33 and 34 of
the Annual Report.
During three weeks in the period under review, the auditors conducted audits
for the half-yearly financial statements, the internal control system (ICS) and
the annual financial statements. The results were discussed with the members
of Group Management.
In addition to the statutory report to the annual general meeting, the auditors
also prepare a comprehensive report to the Board of Directors which, together
with further findings and proposals for improvement, is presented to a meeting
of the Risk and Audit Committee and discussed in detail. Specifically, the report
for the 2013 financial year contained topics such as audit focus areas and activ­
ities, details of risk assessment, material findings on IFRS accounting and
reporting, audit differences, the internal control system (ICS) as well as the
impact of IFRS amendments and future developments. The Chairman of the
Risk and Audit Committee conveys the key findings of these discussions to the
full Board of Directors.
The Risk and Audit Committee held two meetings in 2013, with representatives
of the external auditors taking part in discussions of individual points on the
agenda at both meetings.
The amount of the auditing fee for 2013 was reviewed by the Risk and Audit
Committee on the basis of a budget proposal from the external auditors in
response to a call for tenders and was approved by the full Board of Directors.
9
Information policy
Allreal provides information on business performance and the financial situa­
tion twice yearly by means of an annual and a half-year report. Financial report­
ing is in compliance with the International Financial Reporting Standards (IFRS)
and the provisions of the SIX Swiss Exchange Listing Rules. Moreover, the
consolidated financial statements and the annual financial statements as at
31 December are in accordance with Swiss legislation.
Shareholders entered in the company’s share register will be sent a copy of the
annual report and the half-year report. In place of the full annual report, share­
holders may request to receive an abridged version or opt not to be sent reports
at all. The agenda for the annual general meeting will in any case be sent to
registered shareholders together with the invitation.
Analysts’ and media conferences will be held half-yearly. Furthermore, Allreal
is subject to the ad hoc publicity obligation according to Art. 53 of the Listing
Rules. Ad hoc communications will be e-mailed to interested parties on request.
Ad hoc communications may be subscribed or unsubscribed via the company
website at: www.allreal.ch/de/investoren/ad-hoc-publizitaet/.
Allreal Annual Report 2013
41
Further information on Allreal and the electronic version of the annual report
are available at www.allreal.ch. The contact addresses are shown on pages 170
to 172 of the Annual Report.
Below is a schedule of important dates:
Annual general meeting 2014
Half-year results 2014
Annual results 2014
Annual general meeting 2015
28 March 2014
28 August 2014
26 February 2015
17 April 2015
10Changes arising from the Ordinance against Excessive Compensation
in Listed Companies (OeEC)
OeEC provisions
Prohibition of severance payments
Abolition of proxy voting by corporate bodies/depositaries
Already implemented
As at 1 January 2014
Individual election of members of the Board of Directors by
the annual general meeting for a term of one year
As of annual general meeting 2014
Remuneration of Board of Directors and Group Management
subject to approval of the annual general meeting
As of annual general meeting 2015
Publication of compensation report
Amendment of articles of association
Amendment/update of internal regulations and
employment contracts for Group Management
42
Implementation
Allreal Annual Report 2013
As of the 2014 financial year
Annual general meeting 2014
By 31 December 2014
Allreal
Photo collection 2013
Chistian Schwager
Friederike von Rauch
Cécile Hartmann
Christian Schwager
False Chalets, 2004
Stable, 1937, observation bunker, Sufers (Grisons)
60 x 80 cm
Christian Schwager
False Chalets, 2005
Stable, 1938–41, infantry bunker, Maloja-Kulm (Grisons)
60 x 80 cm
Christian Schwager
False Chalets, 2005
Hut, 1939–43, Panzer tank centre for Magletsch Fort, Oberschan (St. Gall)
60 x 80 cm
Christian Schwager
False Chalets, 2005
Depot, 1938, infantry bunker, Bottighofen (Thurgau)
60 x 80 cm
Christian Schwager
False Chalets, 2005
Water storage tank, c. 1967, mortar bunker, Susch (Grisons)
60 x 80 cm
Friederike von Rauch
Palazzo Grimani 3, 2012
100 x 100 cm
Friederike von Rauch
Knokke 2, 2009
50 x 50 cm
Friederike von Rauch
Transept 07, 2010
50 x 50 cm
Friederike von Rauch
Harpa 06, 2010
50 x 50 cm
Friederike von Rauch
Transept 03, 2010
50 x 50 cm
Cécile Hartmann
Tower 2008
110 x 170 cm
Allreal photo collection 2013
These photos were all purchased for a collection of
contemporary architectural photography – a major long-term cultural
commitment by the company. When building up the collection,
not only are established artists included, but as far as possible also young
photographers at an early stage of their creative careers.
Financial commentary
Consolidated statement of comprehensive income
The 2013 financial year closed with operating net profit of CHF 116 million,
marking a new high in Allreal’s history. The year-on-year increase of 11% is
largely attributable to the Real Estate division, which achieved growth of ap­
proximately CHF 18 million in net profit, while the Projects & Development divi­
sion posted a decrease of CHF 7 million.
The Real Estate division reported a year-on-year rise in rental income of CHF
6 million to CHF 149 million as a result of additions to the portfolio and lower
losses in earnings. Like-for-like rental growth came to –1.5% (residential real
estate –0.11%/commercial real estate –1.16%). Real estate expenses of 15% of
rental income were higher than in the previous year, but still within the longterm standard range of 13% to 15%. Owing to the increase in real estate
expenses, the net yield was down slightly to 4.8%. The cumulative vacancy rate
decreased to 4.7% of target rental income (2012: 5.0%). The two commercial
properties Luberzen Urdorf and Thurgauerstrasse Glattbrugg accounted for
around 27% of all vacancies.
The sale of six yield-producing properties at an aggregate net selling price of
CHF 216 million generated a gratifyingly high book profit of CHF 20 million,
which is 10% higher than the market values stated as at 31 December 2012.
The valuation of investment real estate by an external real estate valuer
resulted in an upward correction of CHF 8 million. The higher valuation was
attributable to the three investment classes residential real estate (CHF 44 mil­
lion), commercial real estate (CHF –55 million) and investment real estate
under construction (CHF 19 million). The valuation results mirror current con­
ditions on the transaction market and reflect the undiminished downward pres­
sure on returns on residential real estate and the bleak prospects for commer­
cial real estate and office rentals.
The Projects & Development division reported income from business activity of
CHF 111 million. Despite a renewed year-on-year increase in the completed
project volume, up by 16%, fee income, earnings from construction activity and
capitalised company-produced assets fell by CHF 22 million to CHF 76 million
(2012: CHF 98 million). This is primarily due to disappointing third-party busi­
ness in the second half of 2013. Residential property sales generated a hand­
some profit of CHF 34 million (2012: CHF 17 million), around 77% of which
stemmed solely from the Konrad- and Escherhof projects on the Richti site in
Wallisellen. To deal with the large amount of work in hand, capacity was ex­
panded substantially in 2012, as reflected in a CHF 6 million increase in operat­
ing expenses to CHF 76 million in the 2013 financial statements.
Allreal Annual Report 2013
59
Operating tax expense of CHF 36 million represented 23.8% of net profit before
tax. Of this amount, CHF 31 million was allotted to current taxes and CHF 5 mil­
lion to deferred taxes. Tax expense reflects high property gains taxes, with rates
of up 32% levied on income earned on property sales. Deferred taxes resulting
from revaluation amounted to somewhat above CHF 2 million.
Consolidated balance sheet and consolidated statement of changes in shareholders’ equity
As at 31 December 2013, the market value of the investment real estate
amounted to CHF 3 446 (31.12.2012: 3 159 million). It comprises residential real
estate (CHF 511 million), commercial real estate (CHF 2 099 million) and invest­
ment real estate under construction (CHF 836 million). The overall increase in
the value of the real estate portfolio was attributable to investments and sales
(CHF 138 million), reclassification of development real estate (CHF 141 million)
and revaluation (CHF 8 million). The definitive decision to reclassify Lilien­
thal-Boulevard Opfikon, Richtiring Wallisellen and Herostrasse Zürich Altstetten
(all commercial properties under construction) as yield-producing properties
on completion in 2014 has secured some attractive investment real estate for
Allreal’s own portfolio. Investment properties under construction together rep­
resent a total investment volume of approximately CHF 950 million, more than
CHF 100 million of which is scheduled for investment in 2014.
Net yield investment real estate
Average interest costs
in percent
on 31 December in percent
6
3
5
2
4
3
1
2
60
Allreal Annual Report 2013
2013
2012
2011
2010
2013
2012
2011
2010
1
As at the balance sheet cut-off date, the book value of development real estate
amounted to around CHF 383 million, the lowest level in five years. In 2013, own­
ership of development real estate worth CHF 294 million was transferred to third
parties. Besides development reserves (CHF 51 million) and completed real
estate (CHF 44 million), buildings under construction (CHF 288 million), spread
over five projects, make up the largest share of this balance sheet item. With the
exception of the residential development on the Guggach site, all buildings under
construction will be competed in 2014.
Equity ratio
in percent
50
40
30
Despite substantial investment activity, net financial debt increased year-onyear by only CHF 52 million to CHF 1 590 million as numerous cash inflows ac­
crued from from the sale of investment and development real estate.
20
Minimum
2013
2012
2011
2010
10
Deferred tax liabilities on the balance sheet cut-off date amounted to CHF 114
million net (2012: CHF 97 million). Other liabilities were CHF 57 million lower at
CHF 254 million, owing mainly to a decrease in trade payables (CHF –28 million)
and other long-term liabilities from the recognition of derivative financial in­
struments (CHF –31 million).
In the period under review, equity increased by CHF 62 million to CHF 1 969 mil­
lion as at the balance sheet cut-off date. Factors that contributed to this growth
included net profit (CHF 122 million), an improvement in the replacement
values of interest rate swaps (CHF 29 million) and changes in the pension fund
(CHF 2 million). By contrast, equity was impacted by payments to shareholders
totalling CHF 88 million and the acquisition of treasury shares for CHF 3 million.
Consequently, net asset value (NAV after deferred tax) per share rose by CHF
4.10 to CHF 123.80.
Consolidated cash flow statement
Steady business performance led to a stable level of operating cash flow before
changes in net working capital of CHF 153 million (2012: CHF 152 million). Tak­
ing into account the significant decrease in net working capital following the
sale of development real estate, cash flow amounted to CHF 223 million. The
amounts of CHF 35 million and CHF 30 million, respectively, were used to pay
for net financial expenses and taxes. This resulted in a much higher cash flow
from operating activities of CHF 158 million compared to the previous year
(2012: CHF 72 million).
Investment activity remained high compared to previous years in spite of the
extensive divestment of of yield-producing properties (CHF 216 million). At CHF
321 million, investment real estate under construction accounted for the largest
share of the CHF 333 million in investments, as was expected. This resulted in a
cash flow from investing activities of CHF 116 million (2012: CHF 203 million).
Allreal Annual Report 2013
61
On the financing side, the issue of a new bond contributed to an increase of
around CHF 49 million in borrowings. Factoring in the payout to shareholders
(CHF 88 million) and the change in treasury shares (CHF 3 million), a net cash
outflow from financing activities of CHF 42 million (2012: cash inflow of CHF 85
million) resulted.
Financial situation
Allreal’s investment and financing guidelines and the maximum borrowing level
stipulated by the credit agreements with the banks were complied with for the
entire period under review. As at 31 December 2013, the consolidated equity
ratio amounted to 49.3% (minimum 35%), net gearing 80.8% (maximum 150%),
interest coverage ratio 5.8 (minimum 2.0) and the borrowing level against in­
vestment and development real estate 42.2% (maximum 70%).
As at the balance sheet cut-off date, average interest on financial liabilities was
2.13%, with a slightly longer interest lock-in period of 56 months (31.12.2012:
2.13%/54 months). While new debt was settled at low short-term money market
rates in the first half of 2013, interest hedging measures were taken in the sec­
ond half. In the period under review, a CHF 150 million 2.00% bond maturing in
2020 was successfully issued on the capital market. In addition, a new ten-year
interest rate swap with a contract value of CHF 35 million and a fixed rate of
1.45% was concluded.
Measures are planned for 2014 to keep the interest lock-in period at least at the
current duration.
As at the balance sheet cut-off date, the immediately available bank credit lines
amounted to CHF 658 million. With these resources, the high degree of interest
hedging, existing financial liabilities and the comfortable equity ratio, Allreal
has a stable financial basis.
Annual financial statement of Allreal Holding AG
At around CHF 44 million, the net profit was at the previous year’s level (2012:
CHF 43 million). The subsidiary companies paid dividends of CHF 33 million to
Allreal Holding AG. Net financial income remained constant year-on-year at
CHF 14 million, as did other expenses and taxes at CHF 3 million.
Compared to the previous year, total assets rose to CHF 1 973 million as a result
of the 2.00% bond issue 2013–2020. The funds so accrued were used to re­
finance the Group companies.
In the following year, the CHF 199.925 million 2.125% convertible bond 2009–
2014 maturing in October is due for refinancing.
62
Allreal Annual Report 2013
As at 31 December 2013, equity amounted to CHF 1 1467 million (31.12.2012:
CHF 1 510 million), CHF 408 million of which was allocated to reserves from
contribution of capital, which may be paid out tax-free to private shareholders.
The CHF 44 million decrease in equity is attributable to CHF 44 million in net
profit for 2013, offset by CHF 88 million in reserves paid out in April 2013.
Allreal Annual Report 2013
63
Consolidated financial statements of Allreal Group
Consolidated statement of comprehensive income
CHF million
Note
2013
20121
142.1
Income from renting investment real estate
3.1
148.5
Income from real estate management services
3.3
6.8
4.4
Income from realisation Projects & Development
3.5
620.6
522.4
Income from sales Development
3.5
293.9
161.9
Diverse income
3.5
1.3
1.0
1 071.1
831.8
Operating income
Direct expenses for rented investment real estate
3.2
–22.3
–19.6
Direct expenses from realisation Projects & Development
3.5
–569.5
–461.4
Direct expenses from sales Development
3.5
–260.2
–144.6
–852.0
–625.6
Direct operating expenses
Personnel expenses
Other operating expenses
3.6, 3.11
–62.3
–58.3
3.7
–13.9
–11.6
–76.2
–69.9
Operating expenses
Capitalised company-produced assets
3.5
24.6
36.5
Earnings from sale of investment real estate
3.4
20.0
–0.4
Higher valuation of yield-producing properties
4.1
59.2
32.5
Lower valuation of yield-producing properties
4.1
–70.3
–32.8
Higher valuation of investment real estate under construction
4.1
26.7
16.1
Lower valuation of investment real estate under construction
4.1
–7.5
–24.0
8.1
–8.2
195.6
164.2
Earnings from revaluation of investment real estate
EBITDA
Depreciation of other property, plant and equipment
4.3
–0.9
–1.1
Depreciation of intangible assets
4.5
–1.9
–1.4
192.8
161.7
Operating profit (EBIT)
Financial income
3.8
1.2
0.3
Financial expense
3.9
–33.4
–34.4
160.6
127.6
–38.8
–30.1
121.8
97.5
Net profit before tax
Tax expense
5.1
Net profit
Items subsequently restated in earnings statement:
Valuation of financial instruments
5.4.4
37.3
9.4
Deferred taxes from valuation of financial instruments
5.4.4
–8.2
–2.0
Items not subsequently restated in earnings statement:
Changes in staff pension fund
3.11
2.6
–3.8
Deferred taxes from changes in staff pension fund
3.11
–0.6
0.9
Other comprehensive income
31.1
4.5
Total comprehensive income
152.9
102.0
Earnings per share in CHF
3.10
7.66
6.30
Diluted earnings per share in CHF
3.10
7.34
6.07
1
Restated values owing to change in presentation of pension fund assets and pension fund commitments in accordance with IAS 19 (revised), see Note 1.3
64
Allreal Annual Report 2013
Consolidated balance sheet
CHF million
Notes
31.12.2013
31.12.20121
01.01.20121
Yield-producing properties
4.1
2 610.2
2 530.9
2 529.2
Investment real estate under construction
4.1
835.6
628.1
421.8
Other property, plant and equipment
4.3
1.9
2.3
2.4
Financial assets
4.4
14.6
11.9
10.5
Intangible assets
4.5
3.8
5.7
0.0
Deferred tax assets
5.1
42.2
48.9
43.0
3 508.3
3 227.8
3 006.9
Non-current assets
Development real estate
4.2
382.5
594.8
533.0
Trade receivables
4.6
74.4
76.8
85.1
Other receivables
4.7
4.5
2.9
3.6
Cash
4.8
25.0
26.1
71.9
486.4
700.6
693.6
3 994.7
3 928.4
3 700.5
Current assets
Assets
Share capital
4.9
Capital reserves
Treasury shares
4.9
Retained earnings
Equity
Long-term borrowings
Provisions for deferred tax liabilities
797.1
797.1
683.2
407.7
495.3
419.2
–4.3
– 1.0
-1.9
768.8
615.9
513.8
1 969.3
1 907.3
1 614.3
4.10
431.0
409.6
356.0
5.1
155.7
146.0
141.4
Long-term provisions
4.11
4.3
3.8
4.2
Other long-term liabilities
4.12
45.7
76.8
77.4
636.7
636.2
579.0
120.4
Long-term liabilities
Trade payables
4.13
119.6
147.1
Payments for development real estate
4.14
20.3
32.4
18.2
5.1
18.5
16.0
19.9
36.0
Current tax liabilities
Other current liabilities
4.15
36.6
32.1
Short-term provisions
4.11
9.3
3.3
2.7
Short-term borrowings
4.10
1 184.4
1 154.0
1 310.0
Short-term liabilities
1 388.7
1 384.9
1 507.2
Liabilities
2 025.4
2 021.1
2 086.2
Equity and liabilities
3 994.7
3 928.4
3 700.5
1
Restated values owing to change in presentation of pension fund assets and pension fund commitments in accordance with IAS 19 (revised), see Note 1.3
Allreal Annual Report 2013
65
Consolidated statement of changes in shareholders’ equity
Retained earnings
CHF million
Share
capital
Capital reserves
Treasury shares
Hedging
reserves
Revaluation
reserves
Other retained
earnings
Total
As at 31 December 2011
683.2
419.2
–1.9
–63.3
83.1
494.0
1 614.3
0.0
0.0
683.2
419.2
–1.9
–63.3
83.1
494.0
1 614.3
97.5
97.5
–2.9
–2.9
94.6
102.0
Adjusted values owing to
restatement1
As at 1 January 2012
Net profit1
Valuation of financial instruments
7.4
7.4
Changes in staff pension fund
Total comprehensive income1
7.4
Purchase treasury shares
–38.7
Sale treasury shares
Payout to shareholders
Capital increase
–38.7
39.5
0.1
–75.0
113.9
151.1
265.0
Share-based reimbursement
0.1
0.1
Reclassification
As at 31 December 2012
797.1
495.3
–1.0
–55.9
–7.1
7.1
0.0
76.0
595.8
1 907.3
121.8
121.8
Net profit
Valuation of financial instruments
29.1
29.1
Changes in staff pension fund
Total comprehensive income
29.1
Purchase treasury shares
Creation of shares from
convertible bond
152.9
–25.2
21.7
–87.6
0.0
–87.6
0.0
0.0
0.2
0.2
Reclassification
1
2.0
123.8
21.7
Share-based reimbursement
As at 31 December 2013
2.0
–25.2
Sale treasury shares
Payout to shareholders
797.1
39.6
–75.0
407.7
–4.3
–26.8
16.3
–16.3
0.0
92.3
703.3
1 969.3
Restated values owing to change in presentation of pension fund assets and pension fund commitments in accordance with IAS 19 (revised), see Note 1.3
Capital reserves represent the amount (premium) earned by shareholders over and above the nominal value on sub­
scription of share capital of Allreal Holding AG after deduction of the corresponding issue costs.
For further comments on the treatment of hedging reserves and revaluation reserves see 2.2 and 2.9.
66
Allreal Annual Report 2013
Consolidated cash flow statement
CHF million
Note
Net profit before tax
2013
20121
160.6
127.6
3.8, 3.9
32.2
34.1
Earnings from revaluation of investment real estate
4.1
–8.1
8.2
Depreciation of other property, plant and equipment
4.3
0.9
1.1
Net financial expense
Depreciation of intangible assets
4.5
1.9
1.4
Earnings from sale of investment real estate
3.4
–20.0
0.4
Capitalised company-produced assets in development real estate
3.5
–17.6
–21.2
Share-based reimbursement
3.12
0.2
0.2
Change in staff pension fund commitments affecting net income
3.11
0.7
0.6
2.0
–0.3
93.2
–50.5
Other items
Change in development real estate
Change in trade receivables
6.3
8.8
Change in other receivables
–1.6
0.7
6.5
0.2
Change in trade payables
Change in provisions
–27.5
26.8
Increase (decrease) in downpayments for development real estate
–12.1
14.2
5.6
–1.3
–36.2
–38.7
Change in other current liabilities
Cost of finance paid
Financial income received
1.1
0.3
Income taxes paid
–30.5
–40.4
Cash flow from operating activities
157.6
72.2
–9.9
Investment in yield-producing properties
4.1
–8.6
Proceeds from sale of yield-producing properties
4.1
216.1
6.9
Investment in investment real estate under construction
4.1
–321.3
–196.3
Divestment of investment real estate under construction
4.1
0.0
0.0
Acquisition other property, plant and equipment
4.3
–0.5
–0.9
Divestment of other property, plant and equipment
4.3
0.0
0.0
Acquisition of companies (acquisition price minus liquid assets)
Increase in financial assets
0.0
–1.8
–3.0
–2.3
Decrease in financial assets
1.0
1.1
–116.3
–203.2
Increase in borrowings
620.0
561.8
Decrease in borrowings
–720.4
–667.5
0.0
265.0
Cash flow from investing activities
Capital increase
Issue of bond loan
4.10
Purchase treasury shares
Sale treasury shares
148.9
0.0
–25.2
–38.7
21.9
39.6
Payout to shareholders
–87.6
–75.0
Cash flow from financing activities
–42.4
85.2
–1.1
–45.8
Change in cash
Cash at 1 January
4.8
26.1
71.9
Cash at 31 December
4.8
25.0
26.1
1
Restated values owing to change in presentation of pension fund assets and pension fund commitments in accordance with IAS 19 (revised), see Note 1.3
Allreal Annual Report 2013
67
Segment information for the year ended 31 December 2013
CHF million
Real Estate
Projects &
Development
Total
segments
Holding/
eliminations
Total
Operating income
Profit from intra-Group services
155.3
–4.7
915.8
5.3
1071.1
0.6
Direct operating expenses
–22.3
–829.7
–852.0
–0.6
0.0
0.0
1 071.1
0.0
–6.3
0.0
20.0
8.1
–68.8
24.6
0.0
0.0
–75.1
24.6
20.0
8.1
–1.1
0.0
0.0
0.0
–76.2
24.6
20.0
8.1
150.1
47.2
197.3
–1.7
195.6
Earnings statement
Operating expenses
Capitalised company-produced assets
Earnings from sale of investment real estate
Earnings from revaluation of investment real estate
EBITDA
Depreciation and amortisation
–852.0
–0.8
–2.0
–2.8
0.0
–2.8
Operating profit (EBIT)
149.3
45.2
194.5
–1.7
192.8
Financial income
Financial expense
0.3
0.1
0.4
–31.3
–2.1
–33.4
0.8
0.0
–33.4
Tax expense
–22.9
–14.2
–37.1
–1.7
–38.8
95.4
29.0
124.4
–2.6
121.8
EBITDA excl. revaluation gains
142.0
47.2
189.2
–1.7
187.5
Operating profit (EBIT) excl. revaluation gains
141.2
45.2
186.4
–1.7
184.7
89.7
29.0
118.7
–2.6
116.1
Operating margin in percent1
Rental income and income from real estate management
Completed project volume third-party projects
Completed project volume own projects
Total sales (according to internal reporting)
less earnings from intra-Group services
92.3
155.3
0.0
0.0
155.3
0.0
40.8
0.0
620.6
466.4
1 087.0
70.7
155.3
620.6
466.4
1 242.3
70.0
155.3
620.6
466.4
1 242.3
–213.0
–213.0
0.0
0.0
0.0
0.0
0.0
0.0
Total sales to third parties (according to internal reporting)
155.3
0.0
0.0
155.3
874.0
40.5
1.3
915.8
1 029.3
40.5
1.3
1071.1
0.0
0.0
0.0
0.0
1 029.3
40.5
1.3
1071.1
Balance sheet as at 31.12.2013
Non-current assets
Current assets
3 503.6
7.4
4.7
466.0
3 508.3
473.4
0.0
13.0
3 508.3
486.4
Total assets
3 511.0
470.7
3 981.7
13.0
3 994.7
Provisions
Other debt (excl. financing and taxes)
Financial liabilities
Tax liabilities
0.0
62.7
1 512.8
155.7
13.6
159.5
102.6
6.7
13.6
222.2
1 615.4
162.4
0.0
0.0
0.0
11.8
13.6
222.2
1 615.4
174.2
Total debt
1 731.2
282.4
2 013.6
11.8
2 025.4
1 779.8
188.3
1 968.1
1.2
1 969.3
337.1
0.5
337.6
0.0
337.6
Net profit
Net profit excl. revaluation effect
plus reconciliation item external reporting2
Diverse income
Operating income
Total assigned
equity3
Investments in non-current assets
1.2
–213.0
BIT less revaluation gains in percent of income from business activity (balance of operating income, direct operating expenses, capitalised company-produced assets and earnings
E
from sale of investment real estate)
2 See 2.7 for an explanation of the reconciliation item
3 Assignment of equity to individual segments corresponds to internal financial reporting guidelines requiring an equity ratio of 40% for the Projects & Development division; financial
and tax liabilities will be assigned accordingly
1
Allreal operates in Switzerland only. A breakdown by sales and non-current assets is therefore not required.
68
Allreal Annual Report 2013
Segment information for the year ended 31 December 20121
CHF million
Real Estate
Projects &
Development
Total
segments
Holding/
eliminations
Total
Operating income
Profit from intra-Group services
146.5
–4.7
685.3
5.3
831.8
0.6
0.0
831.8
0.0
Direct operating expenses
–19.6
–606.0
–3.6
0.0
–68.7
36.5
–0.4
–65.1
36.5
0.0
–0.4
–1.2
0.0
0.0
–8.2
0.0
–8.2
0.0
–8.2
110.0
56.0
166.0
–1.8
164.2
Earnings statement
Operating expenses
Capitalised company-produced assets
Earnings from sale of investment real estate
Earnings from revaluation of investment real estate
EBITDA
Depreciation and amortisation
5
–625.6
–0.6
0.0
–625.6
–69.9
36.5
–0.4
–0.6
–1.9
–2.5
0.0
–2.5
Operating profit (EBIT)
109.4
54.1
163.5
–1.8
161.7
Financial income
Financial expense
0.1
0.2
0.3
–29.6
–4.8
–34.4
0.0
0.0
–34.4
Tax expense
–14.9
–14.0
–28.9
–1.2
–30.1
65.0
35.5
100.5
–3.0
97.5
EBITDA excl. revaluation gains
118.2
56.0
174.2
–1.8
172.4
Operating profit (EBIT) excl. revaluation gains
117.6
54.1
171.7
–1.8
169.9
Net profit
Net profit excl. revaluation effect
0.3
72.1
35.5
107.6
–3.0
104.6
Operating margin in percent2
Rental income and income from real estate management
Completed project volume third-party projects
Completed project volume own projects
Total sales (according to internal reporting)
less earnings from intra-Group services
93.0
146.5
0.0
0.0
146.5
0.0
46.7
0.0
522.4
417.2
939.6
70.9
146.5
522.4
417.2
1 086.1
70.1
146.5
522.4
417.2
1 086.1
Total sales to third parties (according to internal reporting)
less reconciliation item external reporting3
146.5
0.0
–153.7
785.9
–153.7
932.4
0.0
0.0
0.0
0.0
0.0
0.0
Diverse income
Operating income
0.0
146.5
–101.6
1.0
685.3
–101.6
1.0
831.8
Balance sheet as at 31.12.2012
Non-current assets
Current assets
3 216.5
10.3
11.3
677.8
Total assets
3 226.8
Provisions
Other debt (excl. financing and taxes)
Financial liabilities
Tax liabilities
0.0
0.0
–153.7
932.4
0.0
0.0
–101.6
1.0
831.8
3 227.8
688.1
0.0
12.5
3 227.8
700.6
689.1
3 915.9
12.5
3 928.4
0.0
95.3
1 357.8
144.0
7.1
193.1
205.8
7.5
7.1
288.4
1 563.6
151.5
0.0
0.0
0.0
10.5
7.1
288.4
1 563.6
162.0
Total debt
1 597.1
413.5
2 010.6
10.5
2 021.1
Total assigned equity4
1 629.7
275.6
1 905.3
2.0
1 907.3
215.5
5.0
220.5
0.0
220.5
Investments in non-current assets
djusted values owing to restatement in accordance with IAS 19 (revised) to reflect pension fund assets and pension fund commitments, see Note 1.3
A
EBIT less revaluation gains in percent of income from business activity (balance of operating income, direct operating expenses, capitalised company-produced assets and earnings
from sale of investment real estate)
3 See 2.7 for an explanation of the reconciliation item
4 Assignment of equity to individual segments corresponds to internal financial reporting guidelines requiring an equity ratio of 40% for the Projects & Development division; financial
and tax liabilities will be assigned accordingly
5 The direct operating expenses of the Projects & Development segment include valuation adjustments on development real estate amounting to CHF 1.7 million, see 4.2
1
2
Allreal operates in Switzerland only. A breakdown by sales and non-current assets is therefore not required.
Allreal Annual Report 2013
69
Notes to the Consolidated Financial Statements
1
Basic principles
1.1
Business activities
The Allreal Group is a real estate company which operates exclusively in Swit­
zerland with the main focus on the Zurich business region. It is involved in the
development and management of its portfolio of residential and commercial
real estate and engages in management activities both for its own yield-produc­
ing properties and on behalf of third parties (Real Estate division). The general
contraction activities encompass project development and the realisation, pur­
chase and sale of properties (Projects & Development division).
Allreal Holding AG (parent company) has its registered office in Baar, canton
Zug, and is listed on the SIX Swiss Exchange.
On 11 February 2014, the Board of Directors of Allreal Holding AG approved the
consolidated financial statements for publication. They are also subject to the
approval of the annual general meeting of Allreal Holding AG of 28 March 2014.
1.2
Presentation of accounts
The consolidated annual accounts are based on the individual company
accounts, which were prepared in accordance with uniform Group accounting
standards as at 31 December. The consolidated financial statements were pre­
pared in accordance with the International Financial Reporting Standards (IFRS)
and conform to the Listing Rules as well as Article 17 of the Directive on Finan­
cial Reporting (Directive Financial Reporting, DFR) of the SIX Swiss Exchange
and Swiss law.
With the exception of the adjustments outlined under Note 1.3, the same princi­
ples of accounting shall apply as for the 2012 consolidated financial statements.
See 2.30 in connection with the valuation uncertainties.
Mergers of entities within the Group resulted in a change in the scope of consoli­
dation, see 1.5.
In the 2013 consolidated financial statements, Allreal applied the following new
IFRS standards and interpretations for the first time:
70
Allreal Annual Report 2013
Standard/Interpretation
Description
Entry into force
Application
from financial
year
IAS 1 (Amendment)
Presentation of Items of Other
Comprehensive Income
1 July 2012
2013
IAS 19 (Amendment)
Employee Benefits
1 January 2013
2013
IAS 27
Separate Financial Instruments
1 January 2013
2013
IAS 28
Investments in Associates and
Joint Ventures
1 January 2013
2013
IAS 7 (Amendment)
Disclosures – Offsetting Financial
Assets and Financial Liabilities
1 January 2013
2013
IFRS 10
Consolidated Financial Statements
1 January 2013
2013
IFRS 11
Joint Arrangements
1 January 2013
2013
IFRS 12
Disclosure of Interests in Other
Entities
1 January 2013
2013
IFRS 10/IFRS 11/IFRS 12
(Amendment)
Consolidated Financial Statements,
Joint Arrangements, Disclosure of
Interests in Other Entities
1 January 2013
2013
IFRS 13
Fair Value Measurement
1 January 2013
2013
Improvements to IFRSs
(May 2012)
–
1 January 2013
2013
Some new or amended IFRS standards and interpretations have been adopted
by the IASB, but will only enter into force in a subsequent accounting period.
The new developments or amendments are listed in the following table, speci­
fying the financial year in which the adjustment enters into force at Allreal.
Standard/Interpretation
Description
Entry into force
Application
from financial
year
IAS 19 (Amendment)
Employee Benefits entitled
Defined Benefit Plans:
Employee Contributions
1 July 2014
2015
IAS 32 (Amendment)
Offsetting Financial Assets and
Financial Liabilities
1 January 2014
2014
IAS 36 (Amendment)
Recoverable Amount Disclosures
for Non-Financial Assets
1 January 2014
2014
Novation of Derivatives and
Continuation of Hedge Accounting
1 January 2014
2014
IFRS 10/IFRS11/IFRS 12
(Amendment)
Investment Entities
1 January 2014
2014
IFRIC Interpretation 21
Levies
–
1 January 2014
2014
Financial Instruments:
Classification and Measurement
pending
2015 at the
earliest
–
1 July 2014
2015
IAS 39 (Amendment)
IFRS 9
Improvements to IFRSs
(December 2013)
Allreal Annual Report 2013
71
1.3
Impact of new or amended IFRS standards
and interpretations
Only two of the new or amended IFRS standards and interpretations detailed
under Note 1.2 have an impact on the consolidated financial statements of the
Allreal Group.
1.3.1 Fair Value Measurement (IFRS 13)
The new standard replaces the requirements previously incorporated in IAS 40
for determining the fair value of investment real estate. The concept of “highest
and best use”, which entails a slightly modified definition of fair value, has been
applied since 2013. Examples of cases potentially resulting in higher fair values
are underused plots of land, future changes of use, replacement buildings and
conversions of rental apartments into condominium properties. The external
real estate valuer identified the Escher-Wyss site in Zurich and the residential
property at Zollikerstrasse 185/187 Zurich as two yield-producing properties
which meet the relevant criteria. The first-time application of the “highest and
best use" concept led to a positive correction of CHF 19 million (before tax) and
is contained in earnings from revaluation of investment real estate in the con­
solidated statement of comprehensive income. Any non-application of the
“highest and best use" is in respect of existing rental contracts that cannot be
terminated immediately, some of which have terms lasting several years.
1.3.2 Employee Benefits (IAS 19)
The revised standard has resulted in a large number of changes in the treat­
ment of pension fund assets and pension fund commitments. The main changes
relate to the recalculation of pension fund commitments and past-service cost
taking account of the apportionment of risk between the employer and the em­
ployees. In addition, the corridor method for recognising actuarial gains and
losses will cease to be used and a net interest rate is to be introduced in place
of interest costs and anticipated returns.
As the corridor method ceased to be applied as of 1 January 2013, actuarial
gains and losses will be taken immediately to other earnings in equity (not rec­
ognised in income) and recognised immediately in past-service cost.
The first-time application of IAS 19 (revised) was made retrospectively. As a
result, pension fund commitments as at 31 December 2012 increased by CHF
4.4 million and deferred taxes by CHF 1.0 million. Accordingly, equity was CHF
3.4 million lower. Application of the net interest method increases personnel
expense by CHF 0.6 for the full 2012 financial year.
The following tables summarise the impact of the adjustments on the prior-year
period:
72
Allreal Annual Report 2013
Consolidated statement of comprehensive income
CHF million
2013
2012
adjusted
2012
published
Personnel expenses
–62.3
–58.3
–57.7
Operating expenses
–76.2
–69.9
–69.3
EBITDA
195.6
164.2
164.8
Operating profit (EBIT)
192.8
161.7
162.3
Net profit before tax
160.6
127.6
128.2
Tax expense
–38.8
–30.1
–30.2
Net profit
121.8
97.5
98.0
Items subsequently restated in earnings statement:
Valuation of financial instruments
37.3
9.4
9.4
Deferred taxes from valuation of financial instruments
–8.2
–2.0
–2.0
Items not subsequently restated in earnings statement:
2.6
–3.8
0.0
Deferred taxes from changes in staff pension fund
Changes in staff pension fund
–0.6
0.9
0.0
Other comprehensive income
31.1
4.5
7.4
Total comprehensive income
152.9
102.0
105.4
Earnings per share in CHF
7.66
6.30
6.33
Diluted earnings per share in CHF
7.34
6.07
6.10
Consolidated balance sheet
CHF million
31.12.2013
31.12.2012
adjusted
31.12.2012
published
01.01.2012
adjusted
31.12.2011
published
42.2
48.9
47.9
43.0
43.0
Non-current assets
Deferred tax assets
Liabilities
Other long-term liabilities
45.7
76.8
72.4
77.4
77.4
1 969.3
1 907.3
1 910.7
1 614.3
1 614.3
31.12.2013
31.12.2012
adjusted
31.12.2012
published
01.01.2012
adjusted
31.12.2011
published
121.8
97.5
98.0
146.8
146.8
2.0
–2.9
0.0
0.0
0.0
Total comprehensive income
152.9
102.0
105.4
121.8
121.8
Other retained earnings
697.6
595.8
599.2
494.0
494.0
Equity
Consolidated statement of changes in shareholders’ equity
CHF million
Net profit
Changes in staff pension fund
Because of these adjustments, both the consolidated cash flow statement and
segment information for the 2012 financial year have also changed.
In the consolidated cash flow statement, this resulted in corrections in the posi­
tions “Net profit before tax" and “Change in staff pension fund commitments
affecting net income" without this necessitating an adjustment to the position
“Cash flows from operating activities".
Allreal Annual Report 2013
73
1.4
Method of consolidation
Subsidiaries are fully consolidated with effect from the date of their acquisition,
i.e. from the date on which Allreal gains control. Allreal will be deemed to have
gained control if, on the basis of existing rights, it is able to direct those activi­
ties of the subsidiaries that significantly affect their returns and also if Allreal is
exposed, or has rights, to variable returns from its involvement with the subsid­
iary and is able to affect those returns through its power over the subsidiary.
Subsidiaries are deconsolidated with effect from the date on which control ends.
Capital is consolidated at the time of purchase using the acquisition method.
The purchase price for a corporate acquisition is determined as the total of the
market value of the assets transferred, the liabilities contracted or taken over
and the equity financial instruments issued by Allreal. Transaction costs in con­
nection with a corporate acquisition will be charged to the income statement.
The goodwill arising from a corporate acquisition is reported as an asset on the
balance sheet and corresponds to the surplus of the purchase price, the contri­
bution of minority interests in the companies taken over and the market value of
the share of equity held previously over the balance of the assets, liabilities and
contingent liabilities valued at market values. If the difference is negative, the
surplus is immediately charged to the income statement after renewed assess­
ment of the market value of the net assets taken over.
All intra-Group balances, income and expenses, as well as unrealised gains and
losses from intra-Group transactions are fully eliminated.
1.5
Scope of consolidation
Company
Share capital
CHF million
Shareholding
in 2013
Shareholding
in 2012
Allreal Holding AG
Baar
797.1
–
–
Allreal Finanz AG
Baar
100.5
100%
100%
Allreal Generalunternehmung AG
Zurich
10.0
100%
100%
Allreal Home AG
Zurich
26.5
100%
100%
Allreal Office AG
Zurich
150.0
100%
100%
Allreal Toni AG
Zurich
70.0
100%
100%
Allreal Vulkan AG
Zurich
50.0
100%
100%
Allreal West AG
Zurich
20.0
100%
100%
Apalux AG
Zurich
0.9
100%
100%
Hammertor AG
Cham
0.1
100%
100%
Hammer Retex AG
Cham
0.5
100%
100%
Allreal Markthalle AG
PM Management AG
Wohnbau Zürich AG
74
Registered
office
Allreal Annual Report 2013
Zurich
10.0
–
100%
Urtenen-Schönbühl
0.1
–
100%
Zurich
0.1
–
100%
In the period under review, the scope of consolidation decreased as a result of
the merger of the two project companies Allreal Markthalle AG and PM Man­
agement AG under Allreal Generalunternehmung AG. In addition, Wohnbau
Zürich AG was merged into Hammer Retex AG. As all said companies were held,
either directly or indirectly, 100% by Allreal Holding AG, this had no financial
impact on the consolidated financial statements for 2013.
1.6
Segment reporting
The Allreal Group is subdivided into the two divisions Real Estate and Projects &
Development, which constitute segments in their own right. This presentation is
in line with the management approach under which Group Management as the
decision-making body monitors the results of the two divisions on the level of
net profit on a quarterly basis. For the transfer of segment reporting to the con­
solidated statement of comprehensive income see 2.7.
The Real Estate division comprises the companies Allreal Home AG (residential
properties), Allreal Office AG (commercial properties), Allreal Toni AG (Toni site
in Zurich-West), Allreal Vulkan AG (commercial properties at Vulkanstrasse
and Bändliweg in Zurich Altstetten), Allreal West AG (Escher-Wyss site in
Zurich-West) and Apalux AG (commercial and residential properties) and the
property management operations of the Hammer Retex Group.
The Projects & Development division consists largely of Allreal General­
unternehmung AG plus the Hammer Retex Group’s activities as a general con­
tractor.
The activities of Allreal Holding AG (parent company) and Allreal Finanz AG
(intra-Group financing) are not assigned to segments as their business activi­
ties do not generate any operating income. In the segment information they are
listed under Holding company/eliminations.
2
Accounting and valuation principles
2.1 General information
The preparation of the consolidated financial statements requires estimates
and assumptions to be made. These relate to the reported amounts of assets,
liabilities and contingent liabilities on the balance sheet date and to income and
expenditure during the reporting period. The balance sheet is prepared strictly
on the basis of acquisition costs, with the exception of investment real estate
and derivative financial instruments, which are entered at market values. For
significant estimates and assumptions, see the following accounting and valua­
tion principles, in particular 2.30. If these estimates and assumptions, made to
the best of our knowledge at that date, subsequently transpire to diverge from
the facts, the original estimates and assumptions are adjusted for the year in
which the situation changed. Significant changes are disclosed in the consoli­
dated financial statements.
Allreal Annual Report 2013
75
2.2
Derivative financial instruments
Allreal uses interest rate swaps (“swaps”) to reduce interest rate risk. The
swaps are used as cash flow hedges, provided there is documentation of the
hedging relationship at the inception of the hedge, the hedged future cash flows
are highly probable, and the hedging transaction is considered highly effective
and the effectiveness of the hedge can be reliably measured. Swaps are initially
carried at market value. Subsequently, the effective part of any change in the
market value of the swaps is stated under other earnings (not recognised in in­
come). The ineffective part is recognised immediately in income. During the pe­
riod in which the hedged underlying transaction is recognised in income, the
amounts stated under other earnings are taken to the income statement. Sub­
sequent changes in the market value of swaps which do not meet the precon­
ditions for hedge accounting are recognised in income. Positive replacement
values ​are recognized under other receivables or under financial assets, de­
pending on whether the derivative financial instruments have remaining terms
of more than twelve months. Negative replacement values are recognized
under other short-term liabilities or under long-term liabilities, depending on
whether the derivative financial instruments have remaining terms of more
than twelve months. Deferred taxes on the replacement values of the interest
rate swaps are booked as deferred tax assets or deferred tax liabilities. The net
amount of replacement values and deferred taxes is reported as a hedging
reserve in the consolidated statement of changes in shareholders’ equity. In the
consolidated statement of income, the changes in replacement values arising
during the period under review are presented with the effect of deferred tax
assets as other earnings.
2.3
Earnings from renting investment real estate
Income from renting investment real estate includes net rental income after
deduction of ground rent, vacancy losses, and losses due to bad debts. Costs for
management, operation, maintenance and repairs are reported separately in
the income statement as direct expenses for rented investment real estate.
2.4 Earnings from sale of investment real estate
Gains and losses on the sale of investment real estate correspond to the differ­
ence between the realised net proceeds after deduction of transaction costs
and the latest recorded market value of the properties sold. The earnings are
taken to the income statement at the time of the transfer of benefits and risks.
2.5
Earnings from revaluation of investment real estate
The revaluation of yield-producing properties and investment real estate under
construction shows changes in the market value of the real estate portfolio. The
report of the external real estate valuer serves as basis. The real estate valua­
tion underlying the revaluation excludes the deduction of transaction costs at
the time of sale.
For more details of the recognition of investment real estate, see 2.9.
76
Allreal Annual Report 2013
2.6
Earnings from Projects & Development division
The earnings from the Projects & Development division include income from
realisation Projects & Development (third-party projects), income from sales
Development (own projects), capitalised company-produced assets and diverse
income. Income from realisation Projects & Development includes the project
volume completed during the period under review for third parties (third-party
projects) and corresponds to the total of all project costs, fees and earnings
from construction activity recognised by the percentage of completion method
(POC). In the case of loss-making projects, provisions are immediately made for
the estimated final loss in the project accounts (trade receivables or payables).
Earnings realised and received from the sale of development real estate (own
projects) are recognised as income from sales Development at the time of
transfer of benefits and risks, i.e. on transfer of ownership of individual devel­
opment real estate units and entry of this transfer in the land register. When
recognising the revenues, the pro rata project costs and gains are also taken
into account.
Direct expenses from realisation Projects & Development and sales Develop­
ment contain the accrued project costs of all third-party projects bought in by
contractors as well as cumulative investment costs including capitalised com­
pany-produced assets and pro rata gains for own projects sold.
Capitalised company-produced assets accrue from investment real estate un­
der construction as well as development real estate and are taken to income at
cost if own project work is incurred.
2.7
Transfer of segment reporting to the consolidated
statement of comprehensive income
The presentation of net profit in the internal reports is similar to that in the seg­
ment reports. As regards the Projects & Development division, the segment
reports differ from the consolidated statement of comprehensive income in
respect of the quantification of sales.
In the segment reports, the volume of projects completed for all third-part and
own projects is taken as the relevant sales figure.
In the consolidated statement of comprehensive income, sales from realisation
Projects & Development and sales of development real estate are recognised in
accordance with 2.6. In the segment reports, in respect of the volume of pro­
jects completed for the Real Estate division (intra-Group sales) and for own
projects the difference between projects completed and sales Development is
stated.
2.8
Financial expense/capitalised building loan interest
Interest expenses are accrued/deferred between reporting periods on the basis
of the effective interest rate method and taken to income.
Allreal Annual Report 2013
77
For development real estate and investment real estate under construction,
debt interest is capitalised. The underlying debt interest rate is the average bor­
rowing rate during the reporting period.
2.9
Investment real estate
The investment real estate reported under non-current assets are divided into
yield-producing properties (residential and commercial properties) and invest­
ment real estate under construction. All investment real estate is carried at
market value in accordance with IAS 40. The valuation at the time of initial rec­
ognition is based on acquisition cost, including directly attributable transaction
costs. After the initial recognition, the external real estate valuer regularly de­
termines the market value on the balance sheet cut-off date using the dis­
counted cash flow method (DCF) (fair value). For details of the valuation method
and the key assumptions, see 2.30. To be able to establish the highest and best
use of a project, it must be approvable, in compliance with legal requirements
and financially viable. Changes in market value are taken to the income state­
ment, factoring in deferred taxes. In the consolidated statement of changes in
shareholders’ equity, the cumulative difference between the acquisition cost
and market value of all investment real estate, factoring in deferred taxes en­
cumbering said real estate, is recognised as part of retained earnings (revalua­
tion reserves). Yield-producing properties whose book value is not likely to be
derived from continued use but through a sale are reported separately at mar­
ket value in working capital as investment real estate due to be sold. This is
conditional on the sale being highly probable and the investment properties be­
ing in a condition ready to be sold immediately. For a sale to be classified as
highly probable, it must be expected to take place within one year. For projects
to be assigned to investment real estate under construction, the realisation
must be intended for the portfolio of investment real estate. It must also be pos­
sible to form a reliable estimate of expenditure and income so that an estimate
of market value can be made.
2.10 Development real estate
The development real estate carried in working capital includes development
reserves, buildings under construction and completed properties which were
not sold to third parties. If the criteria for investment real estate under con­
struction mentioned in 2.9 are not met, such projects are also carried on the
balance sheet as development real estate.
Development real estate is reported in accordance with IAS 2, which requires
that these properties be recognised in the consolidated financial statements at
acquisition or production costs or, if lower, their net realisable value. The latter
corresponds to the estimated sale price less expected project, construction and
sales costs up until the disposal. Any impairment is taken to direct expenses
from sales Development.
Land already owned by Allreal or payments on account for planned land pur­
chases and third party cost (but not company-produced assets) are capitalised
under development reserves if the project is expected to be realised, but work
has not yet started.
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Allreal Annual Report 2013
Projects in progress, on which structural work has yet to be completed, for
which the property-specific full statement of accounts is not yet available and
for which the transfer of ownership to a third party has not yet been completed
are recognised as buildings under construction. Realised development real
estate which has reached structural completion and development real estate
destined for immediate sale to third parties are reported as completed build­
ings.
2.11 Other property, plant and equipment
Other property, plant and equipment is stated at acquisition or production costs
less operationally necessary depreciation and, where appropriate, less addi­
tional depreciation as a result of impairment losses. The estimated useful life of
plant and equipment is four to five years and three years for IT infrastructure
and operating facilities in investment real estate. The works of art capitalised
under other property, plant and equipment are not depreciated. Repair and
maintenance costs are charged to income. Depreciation is calculated on a
straight-line basis.
2.12 Intangible assets
Goodwill from acquisitions corresponds to the surplus of the purchase price,
the contribution of minority interests in the companies taken over and the mar­
ket value of the share of previously held equity over the balance of the assets,
liabilities and contingent liabilities valued at market values. Goodwill is not
amortised, but subjected to an annual impairment test.
For the valuation of the other intangible assets (orders and customer relation­
ships), the accumulated depreciations and any impairment losses are deducted
from the acquisition costs as at the balance sheet date. The depreciations are
performed on a straight-line basis over the estimated useful life of three to four
years.
2.13 Financial assets
Financial assets include long-term loans in the context of usual business oper­
ations and the pre-financing of tenant fit-outs, as well as positive replacement
values of interest rate swaps with terms to maturity of more than twelve months.
Loans are stated using the amortised cost method and are freely available.
2.14 Short-term receivables
Receivables arising from construction activities undertaken on behalf of third
parties are recognised according to the net principle, i.e., payments on account
received from clients and partial settlements of accounts arising from the con­
struction activities are offset against each other (order balances). Positive net
positions are shown under trade receivables, while negative net positions are
reported under trade payables; see also 2.6.
Allreal Annual Report 2013
79
Trade receivables and other receivables are reported at their nominal value less
necessary value adjustments for irrecoverable claims. Value adjustments are
based on an individual assessment of the claim in the light of deposited collat­
eral and also take account of appropriate historical empirical values.
All short-term receivables are freely disposable and are not pledged.
2.15 Cash
Cash includes cash on hand, sight deposits with banks and short-term time
deposits with maximum maturities of 90 days. They are reported at nominal
value.
2.16 Share capital/Treasury shares
The share capital of Allreal Holding AG is reported as equity as it is not subject
to any repayment obligation or dividend guarantee. Issuing costs which are in­
curred in connection with a capital increase and are directly attributable to the
issuance of new shares are offset against the capital reserves under equity. The
premium paid with capital increases or through conversion of a convertible
bond is reported under capital reserves.
Treasury shares may be held by Allreal Holding AG or by one of its Group com­
panies on the balance cut-off date. These are stated at acquisition cost offset
directly against equity and are listed as a separate item in the consolidated
statement of changes in shareholders’ equity. Gains and losses from transac­
tions with treasury shares are taken to retained earnings in equity.
2.17 Convertible bonds
Outstanding convertible bonds are recognized in accordance with IAS 32 by
breaking them down into liabilities (financial liabilities) and equity. The alloca­
tion to equity corresponds to the difference between the proceeds from the is­
sue before issuing costs and the fair value of the financial liabilities. The issuing
costs are offset against the convertible bond and split proportionately between
liabilities and equity. The share of equity remains unchanged until the bonds are
converted or redeemed. The difference between reported financial liabilities
and the repayment amount is amortised to the income statement over the con­
vertible bond’s term to maturity using the effective interest method.
2.18 Bonds
Outstanding bonds are recognised on issue on the basis of the proceeds re­
ceived, net of transaction costs. The difference between reported financial lia­
bilities and the repayment amount is amortised to the income statement over
the bond’s term to maturity using the effective interest method.
2.19 Financial liabilities
In addition to bond issues and convertible bonds, financial liabilities include
bank loans secured by mortgages and are recognised as long-term financial
liabilities in compliance with IAS 1 if the contractually agreed remaining term to
maturity in the credit agreements is longer than twelve months. All other finan­
80
Allreal Annual Report 2013
cial liabilities are recognised as a short-term bank debt, including amortisation
payments due within twelve months of the balance sheet cut-off date. Financial
liabilities are recognized at amortised costs using the effective interest method.
2.20 Provisions
Provisions are made to the extent that corresponding obligations exist as at the
balance sheet cut-off date and the respective event is in the past. In addition,
the amount can be estimated reliably and the probability of occurrence is rated
higher than that of non-occurrence. Provisions are classified as short-term or
long-term depending on whether they are expected to be utilised within one
year or later. Provisions are reported at the best possible estimate of the amount
necessary to meet the obligations as at the balance sheet cut-off date. If the
effect is material, provisions are discounted.
2.21 Current liabilities
Liabilities arising from construction activities undertaken on behalf of third par­
ties are recognised according to the net principle, i.e., payments on account
received from clients and partial settlements of accounts arising from the con­
struction activities are offset against each other (order balances). Negative net
positions are shown under trade payables, while positive net positions are
reported under trade receivables.
Trade payables and other liabilities (accrued liabilities) due within one year are
recorded at their nominal value.
Interest-free payments (reservation fees and downpayments) made by future
owners of units of development real estate are reported as a separate position
under liabilities until such time as ownership has been transferred.
2.22 Leasing
Leasing agreements are reported as financial leases if essentially all risks and
opportunities associated with ownership of the leased property are transferred
to the Allreal Group. They are classified at the beginning of the lease. The leased
property is initially capitalised at the lower of the present value of the lease pay­
ments or fair value. Leasing instalments are broken down into interest and re­
payment amounts. The leased property is depreciated over its estimated useful
life or over the term of the lease, whichever is the shorter.
Cash flows for operating leasing are taken to income directly at the time of pay­
ment.
2.23 Impairment
If there is reason to believe that the value of property, plant and equipment and
intangible assets has been impaired, an impairment test will be carried out at
least once a year and the realisable value will be estimated. The realisable value
is the lower of value in use or market value less selling costs. Any difference
between the asset and the realisable value is depreciated to the income state­
ment and reported separately in the consolidated financial statements.
Allreal Annual Report 2013
81
2.24 Taxes
The item tax expenses in the consolidated statement of comprehensive income
covers current taxes on business activities, deferred taxes on revaluation and
other deferred taxes.
Current taxes on business activities include income taxes due for the business
year as well as property gains tax on the completion and sale of development
real estate (Projects & Development division) and the sale of investment real
estate (Real Estate division).
Current income taxes are calculated net of tax loss carry-forwards and in com­
pliance with the applicable tax regulations on the basis of the results reported
by the individual group companies and are recognised under current tax liabili­
ties.
Deferred taxes are determined using the comprehensive balance sheet liability
method and are calculated at the tax rates in force or announced on the balance
sheet cut-off date. With the exception of taxes on the replacement values of cash
flow hedges and changes in the pension fund recognised through equity, changes
in deferred taxes are taken to income.
Deferred tax liabilities take account of discrepancies in income and property
gains taxes between the valuation for purposes of the consolidated financial
statements and the applicable tax valuation of individual assets and liabilities
for tax purposes. At the same time, a deferred tax is calculated on strictly all
discrepancies leading to delays in the timing of taxation. For the higher valua­
tion of investment real estate (positive difference between acquisition cost and
market value) an individual tax rate is applied, with a realistic holding period
defined for each individual investment real estate property.
Deferred tax assets from tax loss carry-forwards and the downward revaluation
of investment real estate (negative difference between tax value and market
value) are capitalised, if they appear certain to be recoverable with future taxa­
ble income.
2.25 Employee pension plans
Employees of Allreal Generalunternehmung AG are covered by the Allreal pen­
sion fund for mandatory and extra-mandatory staff pension provision as re­
quired by the Swiss Federal Law on Occupational Retirement, Survivors’ and
Disability Pension Plans (BVG), while employees of Hammer Retex AG are affili­
ated to the collective foundation of a Swiss insurance company for occupational
pension provision. The Allreal pension fund is a legally independent pension
institution based on the principle of defined contributions in accordance with
Swiss law.
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Allreal Annual Report 2013
The pension plans are classified under IAS 19 as defined benefit plans. The as­
sets and commitments of these plans are recalculated half-yearly by an exter­
nal actuary. In accordance with IAS 19 (revised), the plan assets are recognised
at fair value and liabilities are valued using the projected unit credit method.
Pension expenses comprise a past service and a net interest component which
are recognised under personnel expenses as well as a revaluation component
which contains actuarial gains and losses and is recognised through other com­
prehensive income under changes in the pension fund.
Some staff are also covered by a management insurance scheme arranged with
an insurance company which is classed as a defined contribution plan under
IAS 19. The expenditure reported during the period under review corresponds to
the employer’s contributions to the plan.
2.26 Share-based reimbursement
Part of the variable remuneration may be paid to the members of Group Man­
agement and selected senior executives in the form of shares of Allreal Holding
AG. Beneficiaries have immediate right of disposal over the first half of the
shares allocated to them. The second half of the shares allocated will be placed
at the beneficiary’s disposal in two years, provided that the employment rela­
tionship has not been terminated by such time. Entitlements will be satisfied by
the company by means of treasury shares. The amount in connection with the
share allocation is charged to personnel expenses over the vesting period.
Shares are recognised at market value at the time of allocation.
2.27 Earnings per share
Net profit per share is calculated by dividing net profit by the weighted average
number of shares outstanding during the reporting period. As well as allowing
for expenditure and income in connection with convertible bonds (interest ex­
penses, amortisation effects, taxes), diluted earnings per share also take ac­
count of additional shares that may be created as a result of the exercising of
option or conversion rights and will have a dilutive effect on the result.
2.28 Consolidated cash flow statement
Liquid assets (cash on hand, postal and bank account balances) and short-term
deposits with maximum terms of 90 days are used as funds. Cash flow from
operating activities consists of operating cash flow before changes in net work­
ing capital (NWC), changes in NWC (excluding cash and current tax liabilities),
as well as cost of finance paid, financial income received, income and property
gains taxes paid. Cash flows from investing and financing activities are pre­
sented separately.
Allreal Annual Report 2013
83
2.29 Foreign currencies
The geographical range of the Allreal Group’s activities is confined to Switzer­
land. The Group therefore has no assets or liabilities in foreign currencies. As all
Group companies prepare their annual accounts in Swiss francs, consolidation
does not result in any currency translation differences.
2.30
Valuation uncertainties
Investment real estate
As at 31 December 2013, Allreal holds investment real estate with a book value
of CHF 3 445.8 million (31.12.2012: CHF 3 159.0 million). The investment real
estate is valued at market value calculated using the discounted cash flow
method (DCF). The DCF method is based on various estimates and assump­
tions, with the yield potential of a property being determined on the basis of fu­
ture revenue and expenditure. Market values do not take account of transaction
costs upon sale. Recognised at fair value as at 31 December 2013, yield-produc­
ing properties totalling CHF 2 610.2 million (31.12.2012: CHF 2 530.9 million)
and investment real estate under construction totalling CHF 835.6 million
(31.12.2012: CHF 628.1 million) qualify as category 3 fair values. With the excep­
tion of the adjustments made to the first time application of the highest and
best use outlined under 1.3.1., no adjustments were made to the valuation
methods or processes in the period under review.
Future rental income is forecast on the basis of current contractual rents and
target annual rental income. In the case of expiring commercial leases, a typical
local market rent which appears sustainable from a current perspective is used.
Where tenants have extension options, as a rule the lower of market rent and
contractual rent is stated. Sustainable market rents will also be used in the
case of open-ended leases where there is a significant difference between the
contractual rents and the market level in the exit year. Moreover, property-spe­
cific assumptions with regard to temporary and structural vacancies will be fac­
tored into the market valuation.
Management and building costs are in principle based on the relevant property
accounts and include non-apportionable operating and maintenance costs, as
well as future repair costs based on Allreal’s multi-year budgets. These costs
include costs for asset maintenance to secure the long-term level of contrac­
tual and market interest rates on which the valuation is based as well as val­
ue-enhancing investments generating future additional income.
A property-specific discount is made on each investment property on the basis
of macro and micro-locational considerations and depending on real estate
segment. Inflation is taken into account in the forecast cash flows. The discount
and capitalisation rates are based on the interest paid on long-term, risk-free
investments plus a specific risk premium.
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Allreal Annual Report 2013
If the market rents in subsequent years are lower than projected in the DCF
valu­ations, this may lead to an adjustment of the fair values. This devaluation
effect on investment real estate would be even stronger in combination with in­
creasing discount and capitalization rates.
In the case of investment real estate under construction, future rental income is
also ascertained on the basis of typical local market rents or rents already con­
tractually agreed. On the cost side, expenses are determined with the aid of in­
vestment calculations, the chronological progress of construction phases and
project managers’ cost forecasts. If actual construction costs and rental income
in subsequent periods differ from the estimates and planned figures, the fair
values may need to be adjusted.
Development real estate
As at 31 December 2013, Allreal holds development real estate with a book
value of CHF 382.5 million (31.12.2012: CHF 594.8 million). It was valued at ac­
quisition or production costs – including company-produced assets for build­
ings under construction – less value adjustments for impairment losses. On the
balance sheet cut-off date at the latest, an impairment test is carried out for all
development projects by comparing incurred and future costs with the realisa­
ble value. On the cost side, expenses are, among other methods, determined
with the aid of investment calculations, the chronological progress of construc­
tion phases and project managers’ cost forecasts. The proceeds are based on
market assessments, empirical values and completed sales to date. If actual
construction costs and sales proceeds in subsequent periods differ from the
estimates and planned figures, the book values may need to be adjusted.
Taxes
Allreal has significant deferred tax assets totalling CHF 42.2 million (31.12.2012:
CHF 48.9 million) and liabilities totalling CHF 155.7 million (31.12.2012: CHF
146.0 million), which stem mainly from valuation differences relating to invest­
ment real estate, see 2.24. In calculating the deferred taxes on investment real
estate, a remaining holding period was estimated for each property. If the actual
holding period of the investment real estate does not correspond to the
assumed holding period, this may result in a considerable difference between
the tax due and the capitalised deferred taxes when the property is sold.
2.31 Information on the implementation of a risk assessment
Allreal has a comprehensive management system (QMS) in place. This system
describes all parent processes and associated controls and integrates the tasks
of management, operational processes and support processes. The QMS also
covers non-financial processes. There is also a documented internal control
system in place for accounting and financial reporting to prevent, minimise or
identify the risk of material misrepresentation in the annual accounts. The fi­
nancial reporting controls are based on the COSO framework. Once a year, the
Group Management provides the Board of Directors with confirmation that a
system of internal controls is in place and is functioning effectively.
Allreal Annual Report 2013
85
The Board of Directors evaluates quarterly at corporate level the risk assess­
ment prepared by Group Management (identification, quantification, monitoring
and control). In particular, the risk assessment must explicitly give considera­
tion to the reliability and completeness of financial information (fair presen­
tation), asset protection, compliance with laws, regulations and contracts, as
well as the risk of balance sheet fraud.
Effective internal control and management systems are in place to ensure that
the consolidated financial statements of Allreal Group comply with the applica­
ble accounting rules and to ensure the fair presentation of reporting. Account­
ing and valuation involve making forward-looking estimates and assumptions.
Estimates and assumptions which pose a significant risk in the form of an ad­
justment to the book values of assets and liabilities within the next financial
year are shown under the individual positions in the Notes, see 2.30.
3
Notes on the consolidated statement of comprehensive income
3.1
Income from renting investment real estate
CHF million
2013
2012
Rental income from residential properties
24.7
24.2
Rental income from commercial properties
123.8
117.9
Income from renting investment real estate
148.5
142.1
156.8
151.8
The rental income is calculated as follows:
Projected rental income
Ground rent
–0.1
–0.1
Vacancy losses
–7.4
–7.6
Collection losses and loss of income as a result of rent-free periods
Income from renting investment real estate
–0.8
–2.0
148.5
142.1
The accumulated vacancy rate for the 2013 financial year amounted to a total of
4.7% of target rental income (2012: 5.0%), with commercial properties account­
ing for 5.0% of vacancies, while residential properties accounted for 3.3% (2012:
5.7% and 1.6%, respectively).
Loss of income as a result of rent-free periods relates to commercial premises
let out for the first time or re-let during the period under review in cases where
tenants moved into the premises in stages in accordance with contractual
agreements and during this period paid no rent or reduced rent totalling CHF
0.7 million (2012: CHF 1.9 million). The main premises affected were the com­
mercial property at Brandschenkestrasse 38/40 in Zurich and the retail sales
areas at Richti-Shopping in Wallisellen. The effective collection losses amounted
to CHF 0.1 million (2012: CHF 0.1 million).
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Allreal Annual Report 2013
In the case of two yield-producing properties, Allreal is the ground lessee, but
ground rent is only due for one commercial property. Under a contractual agree­
ment, the ground rent is reset annually for a further 12-month period on the
basis of capital market interest rates.
Future ground rents will be due as follows:
CHF million
2013
2012
Ground rents up to one year
–0.1
–0.1
Ground rents from two to five years
–0.2
–0.2
Ground rents after five years
–3.9
–4.3
Total future ground rents
–4.2
–4.6
2013
2012
The rest of the rental income breaks down as follows:
CHF million
Residential real estate held on a continuous basis
23.3
24.2
Commercial real estate held on a continuous basis
110.1
117.8
Acquisitions and own developments
7.8
0.0
Sold properties
7.3
0.1
148.5
142.1
Income from renting investment real estate
The year-on-year change in rental income from residential and commercial real
estate held on a continuous basis came to –0.11% and –1.16% respectively (likefor-like rental growth). In calculating the growth rate on the real estate port­
folio, additions and disposals in 2012 and 2013 were not taken into account.
3.2
Direct expenses for rented investment real estate
CHF million
2013
2012
Administrative and operating expenses, residential real estate
–1.4
–1.3
Administrative and operating expenses, commercial real estate
–6.2
–6.3
Maintenance and repair expenses, residential real estate
–4.0
–1.7
Maintenance and repair expenses, commercial real estate
–10.7
–10.3
Real estate expenses
–22.3
–19.6
The real estate expenses relate solely to the yield-producing properties in the
Real Estate division.
Allreal Annual Report 2013
87
The administrative and operating expenses break down as follows:
CHF million
2013
2012
Administrative fees and costs
–3.7
–3.6
Insurance, fees and charges
–1.2
–1.2
Janitorial services
–0.3
–0.3
Other expense and ancillary costs (borne by owner)
–2.4
–2.5
Administrative and operating expenses
–7.6
–7.6
In 2013 real estate expenses for unlet properties amounted to CHF 0.5 million
(2012: CHF 0.9 million).
3.3
Income from real estate management services
CHF million
Income from administration and management
2013
2012
5.2
3.5
Income from sale and brokerage
1.6
0.9
Income from real estate management services
6.8
4.4
With the acquisition of the Hammer Retex Group as at 4 April 2012, the scope of
consolidation expanded by the acquired companies. The income posted during
the period under review relates to the period from January to December 2013
(previous year: April to December 2012).
3.4
Earnings from sale of investment real estate
CHF million
Proceeds from sale
Transaction costs on sale
Balance sheet value = market value on 31.12 of the previous year
Earnings from sale of investment real estate
2013
2012
217.1
7.2
–1.0
–0.3
–196.1
–7.3
20.0
–0.4
The period under review saw the sale of the commercial properties Kronen­
strasse 10 in Dielsdorf, Neugutstrasse 2–6/Bahnhofplatz 2/Bahnhofstrasse 25
(town centre development) in Wallisellen, Farlifangstrasse 1 in Zumikon and
Dreikönigstrasse 37 in Zurich and the sale of the two residential properties
Zürcherstrasse 52 and 64 in Schlieren.
After deduction of transaction costs, the sale resulted in earnings of CHF 20.0
million on total selling prices of CHF 217.1 million.
In the first half of 2012, the sale of a commercial property in Muttenz produced
earnings of CHF –0.4 million.
88
Allreal Annual Report 2013
3.5
Earnings from Projects & Development division
CHF million
Income from realisation Projects & Development
Direct expenses from realisation Projects & Development
Earnings from realisation Projects & Development
Income from sales Development
2013
2012
620.6
522.4
-569.5
-461.4
51.1
61.0
293.9
161.9
-260.2
-144.6
Income from sales Development
33.7
17.3
Capitalised company-produced assets
24.6
36.5
1.3
1.0
110.7
115.8
Direct expenses from sales Development
Diverse income
Earnings from Projects & Development division
The third-party fees and earnings from construction activities consist of archi­
tects’ and project & development fees (CHF 40.7 million) and earnings from
construction activity (CHF 15.3 million). This contrasts with directly offset sales
deductions for construction insurance and guarantees, performance guaran­
tees, bad debt allowances and third-party expenses arising from tendering
(CHF –4.9 million).
During the 2013 financial year, ownership of units under the projects Konradhof
Wallisellen (selling price CHF 134.7 million), Escherhof Wallisellen (CHF 67.1
million), Schinebüel Birmenstorf (CHF 25.0 million), Holengass Meilen (CHF
14.4 million), Aublickweg Au-Wädenswil (CHF 14.5 million), Lerchenbergstrasse
Erlenbach (CHF 27.2 million), Stockenstrasse Kilchberg (CHF 7.0 million) and
Nelkenstrasse Zurich (CHF 4.0 million) was transferred to third parties, result­
ing in gains on sales of CHF 33.7 million.
The diverse income of CHF 1.1 million includes fees for third-party project
development activities amounting to CHF 1.1 million and other earnings from
commissions and services provided for third parties amounting to CHF 0.2 mil­
lion.
3.6
Personnel expense
CHF million
Salaries and wages
2013
2012
–49.1
–45.7
Social insurance benefits
–4.4
–4.1
Employee pension plans
–5.0
–4.2
Share-based reimbursement
–0.2
–0.2
Other personnel expenses
–3.6
–4.1
–62.3
–58.3
Personnel expenses
The share of wages and salaries attributable to the Projects & Development di­
vision amounts to CHF 42.6 million; the share attributable to the Hammer Retex
Group is CHF 6.0 million. In addition, payments were made to the Board of
Directors of Allreal Holding AG (CHF 0.5 million). Personnel services provided to
other divisions are paid in the form of management fees and are eliminated
again for the consolidated financial statements.
Allreal Annual Report 2013
89
Salaries and wages amounting to CHF 49.1 million include variable compensa­
tion in the form of bonuses (CHF 4.4 million). For share-based remuneration for
members of Group Management and selected management employees see
3.12.
Other personnel expenses include spending on actual and flat-rate staff ex­
penses (CHF 2.3 million), training and development (CHF 0.3 million), costs for
the recruitment of new employees (CHF 0.4 million) and other directly attribut­
able staff expenses (CHF 0.6 million).
On the balance sheet cut-off date, the staff headcount stood at 388 employees,
corresponding to 371 full-time equivalents (31.12.2012: 409 employees/378 fulltime equivalents).
3.7
Other operating expenses
CHF million
2013
2012
IT expenses
–1.3
–1.5
Rental expenses
–4.0
–3.2
Consultancy and legal fees
–1.1
–0.9
Administrative expenses
–4.3
–2.9
Capital taxes
–1.7
–2.0
Other general operating expenses
–1.5
–1.1
–13.9
–11.6
Other operating expenses
Rental expenses relate to business premises and parking spaces in Zurich, Ba­
sel, Bern, Cham, St. Gallen and Wallisellen. For its head office in Zurich, Allreal
has an indexed lease which runs until 31 January 2018, with an annual rent of
CHF 2.9 million. The leases for the other sites, with annual rents of CHF 0.8
million, have fixed terms, the longest of which runs until July 2017.
CHF million
2013
2012
Rental commitments up to one year
3.7
3.9
Rental commitments 2–5 years
9.8
13.6
Rental commitments more than 5 years
Total
0.2
0.2
13.7
17.7
Administrative expenses include the cost of corporate communications, tele­
communications, property insurance and office supplies.
Other general operating expenses consist essentially of costs for the operation,
maintenance and repair of operating facilities, as well as postage costs and the
cost of pre-tax cuts in VAT.
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Allreal Annual Report 2013
3.8
Financial income
CHF million
2013
2012
Financial income from the sale of shareholdings
0.8
0.0
Interest income on final tax accounts
0.0
0.1
Interest income on cash
0.1
0.0
Interest income on financial assets
0.3
0.2
Financial income
1.2
0.3
The sale of a 1.14% minority interest in Olmero AG, Opfikon, for CHF 0.8 million
resulted in a book gain of CHF 0.8 million
3.9
Financial expense
CHF million
Interest expense payable to banks/insurance companies for liabilities
Interest expense for derivatives
2013
2012
–7.9
–7.3
–20.5
–25.3
Interest expense for bond issue
–4.9
–4.0
Interest expense for convertible bonds
–7.3
–7.2
Interest expense for other liabilities
0.0
–0.2
Capitalised building loan interest
7.2
9.6
–33.4
–34.4
Financial expense
The financial expense for the 2.00% bond issue 2013-2020 includes accrued in­
terest of CHF 0.8 million up to the balance sheet cut-off date and amortisation of
CHF 0.1 million between the debt component and the redemption amount.
The financial expense for the 2.50% bond issue 2011–2016 includes paid and
accrued interest of CHF 3.8 million (2012: CHF 3.7 million) up to the balance
sheet cut-off date and amortisation of CHF 0.2 million (2012: CHF 0.3 million)
between the debt component and the redemption amount.
The financial expense for the 2.125% convertible bond 2009–2014 comprises
paid and accrued interest of CHF 4.2 million up until the balance sheet cut-off
date (2012: CHF 4.2 million) and amortisation of CHF 3.1 million between the
debt component and the redemption amount (2012: CHF 3.0 million).
Capitalised building loan interest of CHF 7.2 million (2012: CHF 9.6 million)
breaks down into development real estate under construction (CHF 3.0 million)
and investment real estate under construction (CHF 4.2 million), applying an
average interest rate of 1.95% to 2.13% (2012: 2.40%).
The average interest rate on the outstanding financial liabilities is 2.13%, with
an average interest lock-in period of 4.7 years for all financial liabilities (2012:
2.13% and 4.5 years).
Based on the financial liabilities which have interest lock-in periods of less than
one year outstanding on the balance sheet date and which are not hedged by
means of derivatives, a rise in interest rates by 1% would increase the annual­
ised interest costs by CHF 1.0 million (2012: CHF 1.3 million).
Allreal Annual Report 2013
91
3.10
Earnings per share/net asset value (NAV) per share
Number of outstanding shares as at 01.01. (in thousands)
Change in holdings of treasury shares (in thousands)
Issuing of shares from capital increase (in thousands)
2013
2012
15 934
13 651
–25
6
0
2 277
Number of outstanding shares as at 31.12. (in thousands)
15 909
15 934
Average number of outstanding shares (in thousands)
15 913
15 481
116.1
104.6
8.1
–8.2
Net profit excl. revaluation effect (in CHF million)
Earnings from revaluation of investment real estate (in CHF million)
Deferred taxes on revaluation gains (CHF million)
–2.4
1.1
Net profit incl. revaluation effect (in CHF million)
121.8
97.5
Earnings per share incl. revaluation effect (CHF)
7.66
6.30
Earnings per share excl. revaluation effect (CHF)
7.29
6.76
Diluted earnings per share
— incl. revaluation effect (CHF)
7.34
6.07
— excl. revaluation effect (CHF)
7.01
6.49
As a result of IAS 19 (revised), the earnings per share for the 2012 financial year
were recalculated (see 1.3).
The issuing of the 2009–2014 2.125% convertible bond and the share-based
remuneration of members of Group Management has the effect of diluting the
earnings per share. To calculate the dilution, the net profit was corrected for the
effects resulting from the convertible bond and the share-based remuneration.
This results in a diluted net profit of CHF 127.7 million including revaluation ef­
fect or CHF 122 million excluding revaluation effect. For the calculation of the
diluted net profit, the average number of outstanding shares increases from
15 912 684 to 17 385 137 shares.
If all the conversion rights arising from the 2009–2014, 2.125% convertible bond
issue were exercised at a conversion price of CHF 135.89 per registered share,
this would result in the creation of 1 471 226 new shares from conditional capi­
tal.
CHF million
2013
2012
Outstanding shares (in thousands) as at 31 December
15 909
15 934
Equity as at 31 December (CHF million)
1 969.3
1 907.3
Net asset value (NAV) per share after deferred taxes (CHF)
123.80
119.70
Equity plus provision for deferred taxes
less deferred tax assets (CHF million)
2 082.8
2 004.4
Net asset value (NAV) per share before deferred taxes (CHF)
130.90
125.80
At the end of the year, the share price stood at CHF 123.50 (31.12.2012: CHF
141.10). This represents a premium of –0.2% compared to the net asset value
per share after deferred taxes of CHF 123.80 (31.12.2012: premium 17.9%).
92
Allreal Annual Report 2013
3.11
Employee pension plans
Swiss pension institutions are regulated by the Swiss Federal Law on Occupa­
tional Retirement, Survivors’ and Disability Pension Plans (BVG). The BVG stip­
ulates that pension institutions must be managed autonomously and as legally
independent institutions.
The Board of Trustees, as the governing body of the pension fund, is made up of
an equal number of employee and employer representatives. The Board of
Trustees is tasked with defining and implementing investment strategy.
Plan members are insured against the economic consequences of old age,
death and disability, in respect of which the BVG stipulates minimum benefits.
Both employer and employee pay a share of the contributions to the pension
fund; these are based on the insured salary and on the age of the plan member.
Pension contributions and annual interest are credited to the individual savings
accounts. Upon retirement of a plan member, the balance of the savings
account is either paid out or, applying a statutory conversion rate, converted
into a retirement pension. Benefits will also be paid in cases of long-term occu­
pational disability.
All actuarial risks, comprising demographic risks (life expectancy) as well as
financial risks (return on plan assets or development of wages, salaries and
pensions), are borne by the pension fund and regularly assessed by the Board of
Trustees. In the event of a shortfall in cover as defined by the BVG, recourse
may be had to various measures. These primarily include increasing current
contributions, payment of additional restructuring contributions by the em­
ployer, or adjusting the conversion rates.
Development of pension fund commitments and assets
CHF million
31.12.2013
31.12.2012R
–127.4
–121.3
128.5
116.9
Present value of pension fund commitments
Fair value of pension fund assets
Effect of asset ceiling
–3.5
0.0
Net pension commitment
–2.4
–4.4
2013
2012R
Defined benefit pension plan expenses break down as follows:
CHF million
Current service cost
4.4
3.3
Past service cost
0.0
0.0
3.3
Service cost
4.4
Net interest income employee pension plans
0.0
0.1
Pension expenses recognised in the statement of income
4.4
3.2
Allreal Annual Report 2013
93
Change in pension commitments
2013
CHF million
Present value of pension fund commitments as at 1 January
Purchase of companies
2012R
121.3
93.1
0.0
15.0
Current service cost
4.4
3.3
Interest expenses
2.4
2.3
Contributions from insured members
3.5
2.6
–3.7
–1.1
Insurance premiums
–0.2
–0.1
Actuarial losses/(gains)
–0.3
6.2
127.4
121.3
2013
2012R
Benefits paid
Present value of pension fund commitments as at 31 December
Changes in pension fund assets at market value
CHF million
Assets of the pension funds at market value as at 1 January
Purchase of companies
116.9
93.3
0.0
12.8
Return on plans assets (excluding interest income)
5.9
4.4
Interest income
2.4
2.4
Employer’s contributions
3.7
2.6
Contributions from insured members
3.5
2.6
Benefits paid
–3.7
–1.1
Insurance premiums
–0.2
–0.1
128.5
116.9
Assets of the pension funds at market value as at 31 December
As at the balance sheet cut-off date, plan assets break down into the individual
investment categories as follows:
CHF million
in %
31.12.2012
in %
Cash and cash items
10.0
7.8
7.2
6.2
Equity instruments
35.2
27.4
26.1
22.3
Debt instruments (bonds)
37.4
29.1
38.1
32.6
Other assets
Assets traded on active markets
0.6
0.4
0.7
0.6
83.2
64.7
72.1
61.7
Real estate
45.3
35.3
44.8
38.3
Assets not traded on active markets
45.3
35.3
44.8
38.3
128.5
100.0
116.9
100.0
Pension fund assets
94
31.12.2013
Allreal Annual Report 2013
The calculation was performed on the basis of the following assumptions:
CHF million
Discount rate
Expected development of wages and salaries
Expected development of pensions
31.12.2013
31.12.2012R
2.25%
2.0%
0.6–1.0%
0.6–1.0%
0.0–0.25%
0.0–0.25%
The discount rate and the future development of wages and salaries were iden­
tified as significant actuarial assumptions.
If the discount rate were 25 basis points higher or lower than at the balance
sheet cut-off date and if all other variables were to remain constant, the present
value of pension fund commitments would be CHF 4.6 million lower or CHF 4.5
million higher, respectively (31.12.2012: CHF –4.0 million/CHF 4.2 million).
The revaluation component of pension fund positions recognised in other com­
prehensive income breaks down as follows:
CHF million
Change in demographic assumptions
Change in financial assumptions
2013
2012R
3.4
0.1
–2.8
6.5
Effect of experience-based adjustments
–0.8
–0.5
Return on plan assets (excluding interest income)
–5.9
–4.4
3.5
–0.1
–2.6
1.6
Change in asset ceiling
Total revaluation component recognised in other comprehensive income
Development of asset ceiling
2013
2012R
Asset ceiling on 1 January
0.0
0.0
Change in plan assets
3.5
0.0
Asset ceiling on 31 January
3.5
0.0
CHF million
A probable CHF 3.6 million will be paid out under defined benefit commitments
within the next 12 months, and a probable CHF 40.3 million in the subsequent
9 years.
The average term of defined benefit commitments to the end of the period
under review is 13.2 years (31.12.2012: 13.5 years).
For the following year, contributions to the plan are expected to come to CHF
3.8 million (employer) and CHF 3.5 million (employees) (2012: CHF 3.8 million
and CHF 3.4 million, respectively).
R = Restated values owing to IAS 19 (revised)
Allreal Annual Report 2013
95
In addition to the Allreal pension fund, some Allreal staff are covered by a man­
agement insurance plan taken out with an insurance company. Allreal’s only
commitment in respect of this plan is to pay the annual contributions. In the
period under review, these amounted to CHF 0.6 million (2012: CHF 0.9 mil­
lion). The management pension plan is classified as a defined contribution plan
in accordance with IAS 19.
In 2013, employee benefits came to a total of CHF 5.0 million (2012: CHF 4.2
million).
3.12 Share-based reimbursement
The Board of Directors may, at its discretion and without giving rise to any
recurrent entitlement, award members of Group Management and selected
senior executives remuneration in the form of shares of Allreal Holding AG.
Beneficiaries have immediate right of disposal over the first half of the shares
allocated to them. The second half of the shares allocated will be placed at the
beneficiary’s disposal in two years, provided that the employment relationship
has not been terminated by such time. Entitlements will be satisfied by the
company by means of treasury shares. The amount in connection with the share
allocation is charged to personnel expenses over the vesting period.
Time of allocation
Number of
Allreal shares
Share price
in CHF
Expenses
in CHF million
Availability
23.03.2011
250
145.00
0.003
28.02.2013
13.12.2011
335
136.40
0.021
30.11.2013
27.02.2012
208
145.50
0.015
28.02.2014
11.12.2012
415
139.50
0.029
30.11.2014
28.02.2013
220
135.10
0.030
immediately
28.02.2013
220
135.10
0.012
28.02.2015
10.12.2013
524
121.60
0.064
immediately
10.12.2013
524
121.60
0.003
30.11.2015
Provided that all preconditions are met, a total of 1 367 shares of Allreal Holding
AG will be distributed to eligible beneficiaries in 2014 and 2015.
Total expenses for share-based reimbursement amounted to CHF 0.18 million
in the period under review (2012: CHF 0.19 million).
96
Allreal Annual Report 2013
4
Notes to the consolidated balance sheet
4.1
Investment real estate
Residential real estate
CHF million
Commercial real estate
Investment real estate
under construction
Total investment real estate
2013
2012
2013
2012
2013
2012
2013
2012
2 788.3
Acquisition costs
As at 1 January
383.9
383.9
2 010.7
2 008.8
609.8
395.6
3 004.4
Purchases
0.0
0.0
1.2
0.0
0.0
0.0
1.2
0.0
Investments
3.1
0.0
4.3
9.9
321.3
196.3
328.7
206.2
Capitalised building loan interest
Disposals
Reclassification as assets held for sale
0.0
0.0
0.0
0.0
4.2
6.3
4.2
6.3
–12.2
0.0
–196.6
–8.0
0.0
0.0
–208.8
–8.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
24.2
0.0
235.2
0.0
–118.7
11.6
140.7
11.6
399.0
383.9
2 054.8
2 010.7
816.6
609.8
3 270.4
3 004.4
As at 1 January
69.0
60.0
67.3
76.5
18.3
26.2
154.6
162.7
Higher valuations
43.5
10.0
15.7
22.5
26.7
16.1
85.9
48.6
Reclassifications
As at 31 December
Revaluation
Lower revaluations
0.0
–1.0
–70.3
–31.8
–7.5
–24.0
–77.8
–56.8
–3.3
0.0
16.0
0.1
0.0
0.0
12.7
0.1
Reclassification as assets held for sale
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Reclassifications
3.3
0.0
15.2
0.0
–18.5
0.0
0.0
0.0
112.5
69.0
43.9
67.3
19.0
18.3
175.4
154.6
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Disposals
As at 31 December
Investment real estate held for sale
As at 1 January
Reclassification of acquisition costs
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Reclassification of revaluation
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Disposals
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
As at 31 December
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Balance sheet value = market value
on 1 January
452.9
443.9
2 078.0
2 085.3
628.1
421.8
3 159.0
2 951.0
Balance sheet value = market value
on 31 December
511.5
452.9
2 098.7
2 078.0
835.6
628.1
3 445.8
3 159.0
of which recognised in non-current assets
511.5
452.9
2 098.7
2 078.0
835.6
628.1
3 445.8
3 159.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
of which pledged or subject to restricted
disposability
511.5
452.9
1 990.8
2 037.9
574.8
565.9
3 077.1
3 056.7
Fire insurance value
371.5
372.0
2 072.6
2 058.9
–
–
2 444.1
2 430.9
of which recognised as held for sale
(current assets)
Allreal Annual Report 2013
97
To round off the commercial property at Oberdorfstrasse 9–13, Baar, which has
been under Allreal’s ownership since 2000, an adjoining condominium property
was purchased for CHF 1.2 million. Following the purchase, the plots were
merged.
As part of the refurbishment of the residential development at Hohfuristrasse
7–11/Unterweg 55–59/Im Stumpen 2, Bülach, CHF 3.1 million out of the total of
CHF 5.5 million invested was capitalised as a value-enhancing investment.
Within the commercial real estate portfolio, value-enhancing investments were
made in the office buildings at Hohlstrasse 600, Zurich (CHF 0.4 million), and
Kalchbühlstrasse 22/24, Zurich (CHF 0.1 million), as well as at the Escher-Wyss
site (CHF 3.8 million).
With the sale of six yield-producing properties in the year under review, the
market value of those properties amounting to CHF 196.1 million (CHF 208.8
million in acquisition costs and CHF –12.7 million in revaluation) as at 31 De­
cember 2012 was eliminated from assets.
As the preconditions under the accounting and valuation principles (see 2.9)
were fulfilled, the office buildings under construction at Richtiring in Wallisel­
len, Herostrasse in Zurich, Lilienthal-Boulevard in Opfikon and Schiffbau-/
Hardstrasse in Zurich, along with their accumulated acquisition costs of CHF
140.7 million, were reclassified (with no impact on income) from development
real estate to investment real estate under construction.
In terms of individual regions and property types, the breakdown of acquisition
costs and market values as at 31 December was as follows:
Acquisition costs
CHF million
City of Zurich
Rest of canton Zurich
Other regions
Residential real estate
City of Zurich
Rest of canton Zurich
Other regions
Commercial real estate
2013
2012
Market value
2013
2012
Change in
market value1
2013
2012
65.7
45.5
91.7
53.4
10.7
1.2
278.8
283.9
355.0
341.0
26.5
7.0
54.5
54.5
64.8
58.5
6.3
0.8
399.0
383.9
511.5
452.9
43.5
9.0
1 155.9
1 192.0
1 225.9
1 299.2
–29.3
–1.7
568.0
489.0
552.8
456.6
–21.9
–7.6
330.9
329.7
320.0
322.2
–3.4
0.0
2 054.8
2 010.7
2 098.7
2 078.0
–54.6
–9.3
City of Zurich
616.8
411.9
613.7
410.7
1.5
–19.4
Rest of canton Zurich
174.3
186.4
195.0
205.5
16.7
11.0
25.5
11.5
26.9
11.9
1.0
0.5
816.6
609.8
835.6
628.1
19.2
–7.9
Other regions
Investment real estate
under construction
1
From revaluation in comparison with previous year
Costs incurred in connection with the acquisition (purchase price, notary’s fees,
property transaction costs, commission payments) are recognised under acqui­
sition costs, as are the actual production costs of the additions from construc­
tion activity and value-enhancing investments and total renewals.
98
Allreal Annual Report 2013
The revaluation of the investment real estate is based on the valuation con­
ducted on 31 December by the external real estate valuer using the discounted
cash flow method (see pages 143 to 149 of the Annual Report).
This involves the yield potential of a property being determined on the basis of
future revenue and expenditure. The resulting payment flows correspond to
current and forecast net cash flows. The annual payment flows are discounted
to the valuation date. The discount rate used for this purpose is based on the
interest paid on long-term, risk-free investments plus a specific risk premium.
The latter takes account of market risks and the associated illiquidity of a prop­
erty. The discounting interest rates vary according to macro and micro-loca­
tional considerations and depending on real estate segment.
This valuation process involves the real estate valuer inspecting each property at
least once every three years, as well as after additional acquisitions or on com­
pletion of major alterations. The real estate valuer calculates the payment flows
on the basis of the rent rolls provided by Allreal (cut-off date 1 January of the
following year), all major commercial leases, detailed budgets and medium-term
planning per property, as well as planned and executed investment projects.
From these parameters, the real estate valuer infers his view of the contractual
market rents achievable on a sustainable basis and the future real estate ex­
penses. The results of the valuation are discussed with Group Management,
which assesses their plausibility.
As in the previous year, Jones Lang LaSalle AG acts as the real estate valuer
on a contract basis. There are no further business connections or investments
between Allreal and the real estate valuer.
On the basis of a sensitivity analysis of investment real estate with a market
value of CHF 3 445.8 million on the balance sheet cut-off date (31.12.2012: CHF
3 159.0 million), an isolated change in discount and capitalisation rates by 50
basis points would lead to an increase or decrease in value of CHF 360.6 million
or CHF 372.1 million, respectively (31.12.2012: CHF 383.9 million/–312.8 mil­
lion).
The valuation of the yield-producing properties as at 31 December 2013 was
based on the following rent bandwidths for the various regions and types of
properties:
Residential real estate
Contractual rents
CHF per m2 per year
Minimum
Maximum
Commercial real estate
Market rents
Minimum
Maximum
Contractual rents
Minimum
Maximum
Market rents
Minimum
Maximum
City of Zurich
220
320
220
320
140
620
160
620
Rest of canton Zurich
170
260
190
260
180
340
170
310
Other regions
230
270
230
270
220
580
220
570
All regions
170
320
190
320
140
620
160
620
Allreal Annual Report 2013
99
4.2
Development real estate
Development
reserves
CHF million
As at 1 January
Buildings under
construction
Completed real estate
Total development real estate
2013
2012
2013
2012
2013
2012
2013
2012
533.0
149.4
226.3
396.3
306.7
49.1
0.0
594.8
Purchases
1.0
20.8
0.0
0.0
0.0
0.0
1.0
20.8
From construction activity/development
2.0
6.3
182.2
180.3
3.4
10.6
187.6
197.2
Income from sales
Development
0.7
0.0
30.1
9.0
2.9
10.0
33.7
19.0
Impairment
0.0
0.0
0.0
0.0
0.0
–1.7
0.0
–1.7
–4.0
0.0
–254.0
–127.9
–35.9
–34.0
–293.9
–161.9
–98.1
–104.0
–67.0
28.2
24.4
64.2
–140.7
–11.6
51.0
149.4
287.6
396.3
43.9
49.1
382.5
594.8
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Disposals
Reclassifications
As at 31 December =
balance sheet value
of which pledged or subject
to restricted disposability
The purchase under development reserves relates to a downpayment made for
the Neuwisen Dielsdorf site.
Reclassifications of CHF 140.7 million net to investment real estate relate to the
projects Richtiring Wallisellen (CHF 89.3 million), Herostrasse Zurich (CHF 30.6
million), Lilienthal-Boulevard Opfikon (CHF 19.9 million) and Schiffbau-/Hard­
strasse Zurich (CHF 0.9 million) previously reported under development real
estate.
In the prior-year period, an impairment test resulted in the value of the Holen­
gass Meilen project being adjusted by CHF 1.7 million, taking a charge to direct
expenditure from sales Development.
4.3
Other property, plant and equipment
CHF million
2013
2012
Acquisition costs
As at 1 January
6.2
7.2
Additions
0.5
0.9
Disposals
0.0
–2.0
Purchase of companies
0.0
0.1
As at 31 December
6.7
6.2
Accumulated depreciation
As at 1 January
3.9
4.8
Additions
0.9
1.1
Disposals
0.0
–2.0
As at 31 December
4.8
3.9
Book value as at 31 December
1.9
2.3
of which pledged or subject to restricted disposability
0.0
0.0
12.9
11.7
Fire insurance value
100
Allreal Annual Report 2013
Other property, plant and equipment comprises capitalised fit-out costs and
installations for commercial and sales premises at the Bern, Cham, Volketswil,
Wallisellen and Zurich sites (CHF 1.0 million), IT equipment (CHF 0.1 million)
and works of art (CHF 0.8 million).
4.4
Financial assets
CHF million
2013
2012
Loans
0.0
4.6
Prefinancing of tenant fit-outs
9.0
7.0
Positive replacement values of interest rate swaps
Financial assets
5.6
0.3
14.6
11.9
In the Real Estate division, Allreal provided tenants with prefinancing of costs
incurred for interior fit-outs of commercial premises which will be repaid by the
tenants over the term of their leases on an annuity basis. As at the balance
sheet cut-off date, this prefinancing amounts to CHF 9.0 million with final ma­
turities up to 2033 (annual repayments of CHF 0.9 million, interest rates of
3–5.5% p.a.).
4.5
Intangible assets
CHF million
2013
2012
Acquisition costs
As at 1 January
7.1
0.0
Additions
0.0
7.1
Disposals
0.0
0.0
As at 31 December
7.1
7.1
Accumulated depreciation
As at 1 January
1.4
0.0
Additions
1.9
1.4
Disposals
0.0
0.0
As at 31 December
3.3
1.4
Book value as at 31 December
3.8
5.7
The intangible assets relate to project and development contracts for third par­
ties and property management customers, taken over as part of the acquisition
of the Hammer Retex Group in 2012.
4.6
Trade receivables
CHF million
2013
2012
72.5
Receivables Projects & Development division
31.7
Order balances Projects & Development division
40.1
0.0
Value adjustments to receivables Projects & Development division
–0.5
–0.7
Real Estate division
Trade receivables
Allreal Annual Report 2013
3.1
5.0
74.4
76.8
101
The value adjustments relate to overdue receivables from ongoing or completed
orders in the Projects & Development division. These are formed on the basis of
individual assessments of Group Management regarding the recoverability of
the balances. The receivables of the Real Estate division include balances owed
by property management companies.
The actual losses on receivables in the Projects & Development division
amounted to CHF 0.1 million (2012: CHF 0.4 million). For income losses in the
Real Estate division, see 3.1.
As at the balance sheet cut-off date, the receivables amounting to CHF 3.1 mil­
lion in the Real Estate division are not yet due. The maturities structure for the
non-value-adjusted receivables of the Projects & Development division was as
follows as at 31 December:
CHF million
2013
2012
Not due
23.5
62.5
Overdue by up to 30 days
7.6
9.3
Overdue by between 31 and 60 days
0.1
0.0
Overdue by between 61 and 120 days
0.0
0.0
Overdue by more than 120 days
0.0
0.0
31.2
71.8
Receivables Projects & Development division
The stated values conform to the valuation principles described under 2.14 after
deduction of down payments made for each project which as at 31 December is
under construction for third parties and has not yet been billed and paid.
CHF million
Contract costs incurred
2012
683.6
521.1
Fee income booked
63.7
49.7
Gains and losses booked
15.5
12.4
762.8
583.2
–785.0
–648.6
–22.2
–65.4
Of which with credit balance
(recognised as trade receivables)
40.1
0.0
Of which with debt balance
(recognised as trade payables)
62.3
65.4
Services provided
less down payments received
Total project balances
102
2013
Allreal Annual Report 2013
4.7
Other receivables
2013
CHF million
2012
Prepaid expenses and accrued income
0.5
0.6
Receivables arising from WIR balances
1.0
0.3
Receivables from value added tax
2.2
0.0
Receivables arising from decontamination work
0.2
0.8
Diverse other receivables
0.6
1.2
Other receivables
4.5
2.9
The diverse other receivables consist of deposits/security paid for projects of the
Projects & Development division amounting to CHF 0.4 million, as well as CHF
0.2 million for a contractually agreed retention from the sale of a commercial
property which will be paid to Allreal on completion of work to remedy defects.
4.8
Cash
Of the cash amounting to CHF 25.0 million (31.12.2012: CHF 26.1 million), CHF
18.3 million is freely disposable in the form of current account balances and
CHF 6.7 million can only be used for certain third-party construction projects of
the Projects & Development division. As at the balance sheet cut-off date, all
funds are invested at standard market conditions with Swiss banks with at min­
imum an “A” rating (if rated).
4.9
Share capital
As at the balance sheet cut-off date, the share capital of Allreal Holding AG
comprises 15 941 829 registered shares with a par value of CHF 50 each (fully
paid up). Each share carries one vote and confers entitlement to attend the gen­
eral meeting if entered in the share register.
Shareholdings developed as follows:
Number
of shares
Shares issued
Treasury shares
Outstanding shares
13 664 271
13 463
13 650 808
2012
Balance as at 1 January
Capital increase
2 277 378
Purchase treasury shares
280 698
Sale treasury shares
–285 572
Share-based reimbursement
As at 31 December
–928
15 941 649
7 661
15 933 988
15 941 649
7 661
15 933 988
2013
Balance as at 1 January
Conversion of convertible bond
180
Purchase treasury shares
193 077
Sale treasury shares
–166 172
Share-based reimbursement
As at 31 December
Allreal Annual Report 2013
–1 329
15 941 829
33 237
15 908 592
103
On 31 December 2013, Allreal held 33 237 treasury shares (31.12.2012: 7 661
shares). The average purchase price per share stands at CHF 130.72 (31.12.2012:
CHF 138.04). The total purchase price is deducted from consolidated equity.
The Board of Directors is authorised by the annual general meeting to increase
the share capital – excluding the subscription rights of shareholders as applica­
ble – until 28 March 2014 to acquire businesses, business units, participating
interests or real estate through an exchange of shares, for financing or refi­
nancing 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 200.0 million by issuing up to 4 000 000 registered shares each
with a par value of CHF 50 (authorised capital). In May 2012, the authorised cap­
ital was reduced by CHF 113.9 million from CHF 200.0 million to CHF 86.1 mil­
lion (as at 31 December 2013) owing to the rights issue.
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 par 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 mil­
lion to CHF 124.8 million (as at 31 December 2012) following the conversion of
convertible bonds into shares.
Further, Allreal Holding AG has conditional capital of CHF 10.0 million (200 000
registered shares at a par 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.
The Board of Directors will propose to the annual general meeting of 28 March
2014 a distribution of of CHF 5.50 per share, corresponding to a total amount of
CHF 87.7 million, in the form of a repayment of reserves from contribution of
capital. In 2013, CHF 87.6 million in reserves from contribution of capital were
distributed to shareholders, corresponding to CHF 5.50 per share.
4.10
Borrowings
Maturity of the financing (capital lock-up at nominal values)
CHF million
<1 year
1–3 years
3–5 years
>5 years
Total
As at 31.12. 2012
1 154.0
200.0
167.4
50.3
1 571.7
As at 31.12. 2013
1 188.5
167.5
0.0
265.3
1 621.3
296.5
167.5
0.0
265.3
729.3
3.4
0.0
0.0
3.0
6.4
of which with repayment/
redemption
Repayment p.a.
The financial liabilities of the Allreal group consist of bank loans secured by
mortgage (fixed advances and fixed-rate mortgages), a convertible bond and
two bond issues. The bank loans in the form of fixed advances are extended on
104
Allreal Annual Report 2013
a rolling basis. Apart from the 2.50% bond issue and the 2.50% convertible bond,
only bank loans with contractually agreed remaining terms to maturity greater
than twelve months are reported as long-term financial liabilities.
The following bond issues are recognised under borrowings:
2.00% bond issue 2013–2020
Amount
Issue price
Coupon
Maturity
Repayment
CHF 150.0 million
100.311%
2.00% p.a., payable annually on 23 September
7 years
23 September 2020
As at 31 December 2013, the 2.00% bond issue is recognised at CHF 148.9 mil­
lion in long-term borrowings. During the period under review CHF 0.1 million
was spent on the amortisation of the issuing costs. In addition to the interest
rate of 2.00% actually payable, expense, corresponding to an effective interest
rate of 2.12%, is also deferred in the income statement.
2.50% bond issue 2011–2016
Amount
Issue price
Coupon
Maturity
Repayment
CHF 150.0 million
100.45%
2.50% p.a., payable annually on 12 May
5 years
On 12 May 2016 at par
As at the balance sheet date, the 2.50% bond issue is recognised at CHF 149.3
million in long-term borrowings, and during the period under review CHF 0.2
million was spent on the amortisation of issuing costs. In addition to the interest
rate of 2.50% actually payable, expense, corresponding to an effective interest
rate of 2.71%, is also deferred in the income statement.
2.125% convertible bond 2009–2014
Amount
Issue price
Coupon
Maturity
Repayment
Conversion price
Amount CHF 199.95 million (originally CHF 200 million)
100%
2.125% p.a., payable annually on 9 October
5 years
At the latest on 9 October 2014 at par
CHF 135.89
Until 19 September 2014, each bearer bond at CHF 5,000 par can be converted
into 36.79447 registered shares of Allreal Holding AG. The bond may be re­
deemed early, and the bond terms customary for such capital market instru­
ments shall apply. Specifically, this includes options for premature redemption
either at any time at par, including accrued interest, provided more than 85% of
the original principal amount has been converted and/or redeemed, or if the
Allreal Annual Report 2013
105
registered share of Allreal Holding AG closes at no lower then CHF 176.65 on 20
trading days within a period of 30 consecutive trading days. As at 31 December
2013, the conditions for premature redemption had not been met.
In accordance with the terms of the bond issue, the capital increase in May 2012
resulted in the subscription ratio being adjusted from 36.03604 to 36.79447 reg­
istered shares per bearer bond at par value CHF 5 000. In other words, the con­
version price was adjusted from CHF 138.75 to CHF 135.89.
When a convertible bond issue is recognised for the first time, it should be sub­
divided into debt and equity, as the convertible bond comprises multiple em­
bedded derivatives. The assignment to equity corresponds to the difference be­
tween the proceeds of the issue before issuing costs and the fair value of the
financial liabilities, applying a reference interest rate of 3.02%. The issuing
costs are split proportionately between debt and equity. The share of equity re­
mains unchanged until such time as bonds are converted into equity.
As at the balance sheet cut-off date, the 2.125% convertible bond is recognised
as follows:
CHF million
Borrowings before issuing costs
2013
2012
188.1
188.1
Dissolution of convertible bond as a result of conversion into
registered shares
–0.1
–0.1
less pro rata issuing costs in debt
–4.4
–4.4
Amortisation of debt component/redemption amount
Borrowings (debt component)
12.3
9.2
195.9
192.8
Allocation to equity before issuing costs
11.9
11.9
less pro rata issuing costs in equity
–0.3
–0.3
less reclassification to provisions for deferred taxes
–3.6
–3.6
8.0
8.0
Allocation to equity net
Reclassification for deferred tax liabilities
Write-back of deferred tax liabilities
Provisions for deferred taxes
3.6
3.6
–2.7
–2.0
0.9
1.6
This means that during the period under review, CHF 3.1 million was charged to
financial expense for the amortisation of the difference between the debt com­
ponent and the redemption amount.
The difference of CHF 4.0 million between the debt component (CHF 195.9 mil­
lion) and the redemption amount (CHF 199.925 million) as at 31 December 2013
is amortised over the remaining term to maturity of the convertible bond until
October 2014 using the effective interest method.
Deferred tax liabilities at the consolidated tax rate of 22% are recognised on the
difference between the tax value of the convertible bond and the book value of
the debt component, plus proportionate issuing costs, and are written back to
income over the term of the convertible bond. In 2013, deferred taxes amount­
ing to CHF 0.7 million were written back in favour of the tax expense.
106
Allreal Annual Report 2013
In addition to the interest rate of 2.125% actually payable, expense, correspond­
ing to an effective interest rate of 3.79%, is also deferred in the income state­
ment.
Maturity of interest rates (interest lock-in period at nominal values)
<1 year
1–3 years
3–5 years
Borrowings
1 154.0
200.0
Effect of interest rate swaps
–970.0
270.0
184.0
CHF million
>5 years
Total
167.4
50.3
1 571.7
100.0
600.0
0.0
470.0
267.4
650.3
1 571.7
11.7
29.9
17.0
41.4
100.0
1 188.5
167.5
0.0
265.3
1 621.3
–885.0
150.0
200.0
535.0
0.0
303.5
317.5
200.0
800.3
1 621.3
18.7
19.6
12.3
49.4
100.0
As at 31.12.2012
Total
Total in %
As at 31.12.2013
Borrowings
Effect of interest rate swaps
Total
Total in %
The classification of financial liabilities by interest lock-in periods is done on the
basis of the actual date of maturity of the underlying fixed advances and mort­
gages and the maturity of the bond issue and convertible bond. In calculating
the capital lock-up and interest lock-in periods, the respective outstanding par
values of the bonds and their coupons were taken into account.
As at 31 December 2013, fixed advances amounting to CHF 988.5 million and
fixed-rate mortgages amounting to CHF 132.8 million (at nominal values) are in
place, all of which were taken out with Swiss banks or insurance companies.
On the balance sheet cut-off date, financial liabilities (excluding bond issues
and convertible bonds) existed towards the following banking groups and insur­
ance companies:
Counterparty
Amount
Share in %
Share in %
2013
2012
CHF million
Swiss Cantonal Banks
535.1
47.7
40.1
Swiss big banks
376.0
33.5
45.1
Other Swiss banks
127.4
11.4
9.3
82.8
7.4
5.5
0.0
0.0
0.0
1 121.3
100.0
100.0
Swiss insurance companies
Foreign banks
Total
In the next twelve months, no interest rate swaps will mature.
Allreal Annual Report 2013
107
If Allreal had not concluded any interest rate swaps, 61.0% of the financial lia­
bilities would be subject to variable interest rates and would be exposed to the
risk of changes in interest rates in the market (31 December 2012: 73.4%).
The average interest rate of all financial liabilities as at 31 December 2013 is
2.13% (31 December 2012: 2.13%).
The average interest lock-in period for all financial liabilities as at 31 December
2013 is 56 months (31 December 2012: 54 months).
For additional comments on financial instruments, see 5.4.
4.11
Provisions
The provisions for construction guarantees cover existing risks arising from
completed projects of the Projects & Development division. The other provi­
sions comprise possible outflows of funds arising from pending litigation. Provi­
sions for existing risks from current orders (construction risks) are offset di­
rectly against the project balances under the receivables or liabilities.
Short-term provisions
Construction
guarantees
CHF million
2013
2012
Other
2013
2012
Total
2013
2012
As at 1 January
1.5
1.4
1.8
1.3
3.3
2.7
Allocation
7.3
0.3
0.0
1.8
7.3
2.1
Utilisation
-0.7
-0.4
0.0
0.0
-0.7
-0.4
Write-back
-0.6
-0.5
0.0
-1.3
-0.6
-1.8
Reclassification
0.0
0.0
0.0
0.0
0.0
0.0
Purchase of companies
0.0
0.7
0.0
0.0
0.0
0.7
As at 31 December
7.5
1.5
1.8
1.8
9.3
3.3
Long-term provisions
Construction
guarantees
CHF million
2013
2012
Other
2013
2012
Total
2013
2012
As at 1 January
3.3
2.7
0.5
1.5
3.8
4.2
Allocation
0.5
0.6
0.0
0.0
0.5
0.6
Utilisation
0.0
0.0
0.0
0.0
0.0
0.0
Write-back
0.0
0.0
0.0
-1.0
0.0
-1.0
Reclassification
0.0
0.0
0.0
0.0
0.0
0.0
As at 31 December
3.8
3.3
0.5
0.5
4.3
3.8
The provisions were reassessed and adjusted as at the balance sheet cut-off
date. In the assessment of the company, the provisions formed are necessary to
reflect legal or de facto liabilities arising from previous events in connection
with which a cash outflow is likely. The amounts and temporary classification
are based on estimates and as such are subject to uncertainties.
108
Allreal Annual Report 2013
Provisions are classified as short-term or long-term depending on whether
they are expected to be utilised within one year or later.
4.12
Other long-term liabilities
Other long-term liabilities totalling CHF 45.7 million (31.12.2012: CHF 76.8 mil­
lion) relate on the one hand to the negative replacement values of the interest
rate swaps (hedge accounting) with residual maturities of more than twelve
months (CHF 43.3 million, and on the other hand to the pension fund commit­
ments arising from treatment in accordance with IAS 19 (CHF 2.4 million). The
tax effects are recognised under deferred tax assets.
4.13
Trade payables
2013
CHF million
2012
Payables Projects & Development division
57.1
81.5
Order balances Projects & Development division
62.3
65.4
0.2
0.2
119.6
147.1
Liabilities toward property management companies
Trade payables
The reported values represent liabilities after deduction of corresponding coun­
terclaims for each project, in compliance with the valuation principles described
under 2.20; see also 4.6.
4.14
Downpayments for development real estate
2013
CHF million
Location
2012
Property
Au-Wädenswil
Aublickweg
0.0
0.3
Birmenstorf
Schinebüel
0.0
3.3
Bülach
Cholplatz
4.0
0.9
Erlenbach
Lerchenbergstrasse
2.5
1.7
Kilchberg
Stockenstrasse
0.3
0.3
Meilen
Holengass
0.6
0.0
Mönchaltorf
Bruggächer
6.0
2.6
Wallisellen
Konradhof
0.0
16.8
Wallisellen
Escherhof
0.6
6.5
Zurich
Guggach
6.3
0.0
20.3
32.4
2013
2012
Payments for development real estate
4.15
Other current liabilities
CHF million
Diverse liabilities
2.1
2.4
Accrual of staff holiday entitlements
2.5
2.5
0.0
1.2
Accrued expenses and deferred income
Negative replacement values of interest rate swaps
32.0
26.0
Other current liabilities
36.6
32.1
Allreal Annual Report 2013
109
In addition to non-cash payables (CHF 0.8 million), diverse liabilities also in­
clude liabilities from the settlement of social security and taxes at source (CHF
1.3 million).
As at the balance sheet date, all holiday entitlement not yet utilised by employ­
ees is evaluated on the basis of individual rates of pay and is recognised as an
accrual in the consolidated financial statements. As at 31.12.2013 this accrual
amounted to CHF 2.5 million (31.12.2012: CHF 2.5 million).
Accrued expenses and deferred income essentially comprise accrued interest
expenses arising from financial liabilities, prepaid rents, real estate expenses or
operating expenses not yet settled and remuneration not yet paid to the Board
of Directors and Group Management.
5
Additional information
5.1
Taxes
5.1.1
Breakdown of tax expense
In the income statement, expense for 2013 and 2012 breaks down as follows:
CHF million
Note
2013
2012
–33.5
Current taxes on business activities
5.1.2
–31.3
Deferred taxes on revaluation
5.1.4
–2.4
1.1
Other deferred taxes
5.1.5
–5.1
2.3
–38.8
–30.1
Total tax expense
5.1.2 Current taxes on business activities
Current income taxes are calculated using the actual tax rates in force.
This position comprises income taxes and property gains taxes:
CHF million
Income taxes
2013
2012
–16.9
–24.4
Property gains taxes
–14.4
–9.1
Taxes on business activities
–31.3
–33.5
In the Projects & Development division, expenses for property gains taxes are
contingent on the time of sale of development real estate; in the Real Estate
division, they are contingent on sales from the portfolio. These property taxes
are incurred on a cyclical basis accordingly.
110
Allreal Annual Report 2013
5.1.3 Current tax liabilities
As at 31 December, the following receivables and liabilities are due from or
owed to municipal and cantonal tax authorities:
CHF million
2013
2012
Property gains taxes
–1.7
–1.1
7.3
7.3
Federal, cantonal and municipal taxes 2005–2009
Federal, cantonal and municipal taxes 2010
1.3
1.3
Federal, cantonal and municipal taxes 2011
1.4
0.7
Federal, cantonal and municipal taxes 2012
–2.0
7.8
Federal, cantonal and municipal taxes 2013
12.2
0.0
Current tax liabilities
18.5
16.0
A ruling of the Swiss Federal Supreme Court handed down on 5 October 2012
confirmed that the business establishment of Allreal Finanz AG in the Cayman
Islands, which was subsequently liquidated on 31 December 2012, was subject
to an unlimited tax liability in Switzerland. The Federal Supreme Court referred
the case back to the Administrative Court of Zug (lower court) for further clari­
fications. As at 11 February 2014 (date of the approval of the annual financial
statements by the Board of Directors), no decision has yet been made. The com­
pany believes that as at the balance sheet cut-off date sufficient tax provisions
are in place.
5.1.4 Deferred taxes on revaluation in the income statement
The deferred taxes on revaluation break down as follows:
CHF million
2013
2012
From revaluation during current year
–2.4
1.1
Total deferred taxes from revaluation
–2.4
1.1
The upward valuation of CHF 8.1 million on the investment real estate resulted
in a net charge of CHF 2.4 million to deferred taxes in the income statement,
CHF 4.5 million of which was attributable to investment real estate under con­
struction and CHF –2.1 million to yield-producing properties.
5.1.5
Other deferred taxes in the income statement
CHF million
2013
From temporary valuation differences
–4.1
1.0
1.1
0.3
From capitalised tax effects of loss carry-forwards
From recognition of bond issues
From recognition of convertible bond
2012
–0.1
0.1
0.7
0.6
From recognition of pension commitments
–0.5
0.1
From write-back as a result of property sales
–2.2
0.2
Total other deferred taxes
–5.1
2.3
Allreal Annual Report 2013
111
During the period under review, the temporary valuation differences between
the tax-relevant individual financial statements of the Group companies and the
consolidated financial statements increased as a result of actual taxation so
that deferred taxes amounting to CHF 4.1 million were charged to the income
statement (2012: CHF –1.0 million).
In addition, tax effects amounting to CHF 1.1 million arising from loss carryforwards and valued at the consolidated tax rate of 22% were capitalised. With
the sale of several investment properties deferred tax assets and liabilities
amounting to CHF 2.2 million net were written back.
5.1.6 Deferred tax liabilities and assets
The deferred tax liabilities from the provision for deferred taxes reported under
long-term liabilities break down as follows:
CHF million
2013
2012
From higher valuation of investment real estate
79.4
79.8
From temporary valuation differences on investment real estate
65.8
56.5
From temporary valuation differences on other balance sheet items
9.2
8.0
From recognition of bond issues
0.4
0.1
From recognition of convertible bond
Provision for deferred tax
0.9
1.6
155.7
146.0
The deferred tax liabilities in connection with the higher valuation of investment
real estate (difference between market/acquisition value) are generally based
on an average holding period of ten years from date of purchase, or year of con­
struction in the case of new properties, and a tax rate of up to 30% (2012: 30%).
Deferred taxes are calculated separately for each investment property.
Temporary valuation differences on investment real estate (difference between
acquisition value and taxable book value) and other balance sheet positions re­
cord the differences between the individual financial statements of the Allreal
Group companies and the consolidated financial statements. These mainly
involve write-downs on investment and development real estate, additional
value adjustments on receivables and the recognition of additional provisions
deducted from the current tax assessment.
Valuation differences on write-downs on investment real estate in the canton of
Zurich and on other balance sheet positions are calculated at a consolidated tax
rate of 22% (2012: 22%). A tax rate of 15% (2012: 15%) was applied to valuation
differences on write-downs on investment real estate outside the canton of
Zurich (2010: 22%).
In 2013, with the amortisation of the 2.125% convertible bond, deferred taxes
totalling CHF 0.7 million were credited to the income statement (2012: CHF 0.6
million).
112
Allreal Annual Report 2013
Deferred tax assets comprise the following positions:
CHF million
2013
2012
From lower valuation of investment real estate
29.5
29.0
From temporary valuation differences on other balance sheet items
0.1
0.1
From negative replacement values of interest rate swaps (net)
8.3
16.1
From tax loss carry-forwards
3.8
2.7
From recognition of pension commitments
0.5
1.0
42.2
48.9
Deferred tax assets
Under IAS 12, deferred tax assets from tax loss carry-forwards or from negative
market value adjustments can only be capitalised if they can be allocated both
in terms of substance and timing. With regard to the lower valuation of invest­
ment real estate, it is possible to offset losses on the sale of real estate against
other current gains. A tax rate of 22% (2012: 22%) was applied to properties in
canton Zurich and a tax rate of 15% (2012: 15%) was applied to properties
in the other cantons.
Deferred tax assets on negative replacement values of interest rate swaps de­
creased by CHF 7.8 million year-on-year to CHF 8.3 million, CHF 8.2 million of
which was taken directly to equity and CHF 0.4 million to income.
As at 31 December 2013, capitalised deferred taxes existed on tax loss
carry-forwards of CHF 3.8 million (31.12.2012: CHF 2.7 million) relating to one
Group company domiciled in Zurich which reported losses in the individual
financial statements for 2007 to 2013, which losses are likely to be offset against
gains in the following years (expiry of first tax loss carry-forward as of 2015).
A tax rate of 22% was applied (2012: 22%).
The recognition of pension commitments in accordance with IAS 19 results in
deferred tax assets amounting to CHF 0.5 million as at the balance sheet cut-off
date, representing a year-on-year decrease of CHF 0.5 million.
5.1.7 Reconciliation
The following table shows the reconciliation between the theoretical tax rates
applicable to the Group and the effective taxes.
CHF million
Net profit before tax
Reference tax rate
Expected tax expense at the reference tax rate
Adjustment of tax effects on revaluations
%
2013
2012
160.6
127.6
22.0
22.0
35.3
28.1
0.7
0.7
Deferred taxes (credited)/charged for previous years
–0.8
1.9
Income subject to a lower tax rate
–2.2
–3.9
Income subject to a higher tax rate
5.8
3.3
38.8
30.1
Effective tax expense
Allreal Annual Report 2013
113
The reference tax rate used is the sum total of the national, cantonal and
municipal income tax rates which are applied on average.
The adjustment of tax effects on revaluations reflects the change in the upward
valuations of properties and their cumulative balance, encumbered with up to
30% deferred taxes and as the difference versus the reference tax rate of 22%.
The credit of CHF 0.8 million for current taxes of previous years results from the
recalculation of the tax status of each Group company on the basis of tax re­
turns submitted or definitive tax assessments received or corresponding court
rulings.
Income subject to a lower tax rate factors in that a number of the Group compa­
nies are domiciled at locations where the total tax burden is significantly lower
than the consolidated tax rate of 22%.
Income subject to a higher tax rate factors in that gains on real estate subject to
property gains tax are taxed at total tax rates of up to 32% and are therefore
above the consolidated tax rate of 22%. In particular, this relates to gains taxed
in connection with the invoicing of completed projects in the Projects & Devel­
opment division or from the sale of investment properties in the Real Estate
division.
5.2
Capital commitments, contingent liabilities and
legal disputes
CHF million
2013
Purchase commitments
39.4
2.9
Guarantees and sureties
0.0
0.0
2012
The capital commitments relate to contractual agreements for the acquisition
of development real estate. Whether the commitment is invoked depends on the
fulfilment of the conditions agreed with the counterparties.
As in the previous year, there are no guarantees or sureties in favour of third
parties. Beyond this, in the individual financial statement, Allreal Holding AG
has issued guarantees and sureties amounting to an additional CHF 802.5 mil­
lion in connection with financings and derivative financial transactions with
third parties on behalf of individual subsidiaries (2012: CHF 781.5 million).
As at 31 December 2013, there are no pending legal disputes of a nature liable
to have a significant impact on the asset and income situation of the Allreal
Group for which no corresponding provisions are in place.
114
Allreal Annual Report 2013
5.3
Assets pledged as security for own liabilities
CHF million
Investment real estate
Development real estate
2013
2012
3 445.8
3 159.0
382.5
594.8
Total assets affected
3 828.3
3 753.8
of which pledged or subject to restricted disposability
3 077.1
3 056.7
of which actually utilised (financing liabilities)
1 121.3
1 221.7
5.4
Financial instruments
5.4.1 Management of finance and capital
In the context of the financing strategy, in the investment and financing guide­
lines last amended on 1 October 2013, the Board of Directors issued rules on
the extent to which the Allreal Group can take out external debt. The share of
consolidated equity must be over 35% on the balance sheet cut-off date, net
gearing must not exceed 150%, the interest coverage ratio must not fall below
2.0 and the investment and development real estate balance sheet positions
may only be refinanced with a maximum of 70% interest-bearing borrowings.
The Board of Directors reviews the capital structure on a quarterly basis and
monitors in particular compliance with the limits set out in the investment and
financing guidelines. Capital management encompasses both equity capital and
interest-bearing borrowings (financial debt).
The contractual terms agreed with lenders regarding minimum capitalisation
(financial covenants) are identical to those laid down by the internal investment
and financing guidelines. During the period under review they were complied
with without exception and are as follows as at the balance sheet cut-off date:
Equity ratio
(equity as a percentage of liabilities)
31.12.2013
31.12.2012
Equity
1 969.3
1 907.3
Equity and liabilities
3 994.7
3 928.4
49.3%
48.6%
CHF million
Equity ratio
Allreal Annual Report 2013
115
Net gearing
(net financial debt as a percentage of consolidated equity)
CHF million
Borrowings
Cash
31.12.2013
31.12.2012
1 615.4
1 563.6
–25.0
–26.1
Net financial debt
1 590.4
1 537.5
Equity
1 969.3
1 907.3
80.8%
80.6%
Net gearing
Interest coverage ratio
(EBITDA excl. revaluation gains divided by net financial expense)
CHF million
EBITDA excl. revaluation gains
Net financial expense
Interest coverage ratio
31.12.2013
31.12.2012
187.5
172.4
32.2
34.1
5.8
5.1
Refinancing of properties
(Borrowings in percent of the book value of investment and development real
estate in percent)
31.12.2013
31.12.2012
Borrowings
1 615.4
1 563.6
Investment real estate
3 445.8
3 159.0
382.5
594.8
3 828.3
3 753.8
42.2%
41.7%
CHF million
Development real estate
Total real estate
Refinancing of properties
If the financial covenants are not complied with, the lenders are contractually
entitled to raise the margins for financing, introduce amortisation obligations or
demand full repayment of loans.
116
Allreal Annual Report 2013
5.4.2 Financial risk management
The Allreal Group is exposed to various financial risks stemming from the
market, changes in interest rates, receivables, refinancing and liquidity. Risk
management is conducted in compliance with the investment and financing
guidelines approved by the Board of Directors. The operational implementation
of the guidelines is undertaken directly by the Chief Financial Officer, who sub­
mits reports to Group Management on the most important financial risks at
least once a month. The Board of Directors is informed of the development of
financial risks in writing every three months by Group Management.
5.4.3 Market risk
In relation to financial instruments, Allreal is mainly exposed to market risk
resulting from changes in interest rates. The relevant sensitivity analysis in this
connection is set out under 5.4.4.
5.4.4 Interest rate risk
Fluctuations in the market interest rate give rise to an interest rate risk for the
Allreal Group as, in some cases, the Group companies take out fixed advances
with mortgage collateral or mortgage loans on a short-term basis up to a max­
imum of 12 months. Advances are taken out with banks and are denominated
exclusively in Swiss francs. This risk is countered with an early and balanced
use of derivative financial instruments in the form of interest rate swaps, the
aim being firstly to extend the average duration of the interest lock-in periods of
all financial liabilities and secondly to fix the average interest rate on this debt.
This reduces the interest rate risk. At the same time, so-called payer swaps are
concluded which involve Allreal entering into a contract as a fixed payer over a
certain term. In return, the counterparty pays the variable CHF Libor rate on a
1-, 3- or 6-month basis. The interest payments are settled with the counterparty
net on a monthly, quarterly or half-yearly basis. The variable interest payments
from the payer swaps can be shortened further, by reducing the variable 3- or
6-month interest rate with the aid of base swaps on a 1-month basis. These
base swaps exchange short-term interest payments and have the same matu­
rity as the overlying payer swaps. They enable Allreal to achieve a risk-free
reduction in its interest burden without increasing the contract volume.
The maturity structure is reviewed by the Board of Directors and Group Man­
agement at least quarterly and the risks are analysed by means of simplified
liability management. The aim is to achieve an even distribution of the interest
rate renewal dates with a remaining term of more than four years.
Allreal Annual Report 2013
117
As at 31 December 2013, interest rate swaps (payer swaps) totalling CHF 885.0
million are in place (31.12.2012: CHF 1120.0 million):
Term
Interest rate
Contract value
Positive
replacement value
Negative
replacement value
CHF million
01/2015
1.42%
50.0
–0.8
09/2015
2.14%
50.0
–3.4
12/2015
2.10%
50.0
–1.9
02/2017
3.35%
50.0
– 4.8.
05/2017
1.53%
50.0
–2.1
10/2018
2.03%
50.0
–3.4
12/2018
1.35%
50.0
–1.8
04/2019
2.23%
50.0
–4.1
05/2020
1.73%
100.0
–5.0
12/2020
2.09%
100.0
–7.6
–4.0
10/2021
1.71%
100.0
12/2021
2.31%
50.0
02/2023
0.78%
100.0
12/2023
1.45%
Total interest rate swaps
–4.4
5.6
35.0
885.0
0.0
5.6
–43.3
To reduce financial expense, base swaps were concluded on payment flows
already hedged by payer swaps; the base swaps had a contract value of CHF
100.0 million in the preceding years. The base swaps mature in September 2015
and February 2017.
The positive replacement values (CHF 5.6 million) were recognised under finan­
cial assets and the negative replacement values (CHF 43.3 million) were recog­
nised under other long-term liabilities.
Valuation of interest rate swaps
CHF million
As at 1 January
2012
–73.3
–81.1
Profit from market valuation recognised in equity
37.3
9.4
Loss from market valuation recognised in income statement
–1.7
–1.6
–37.7
–73.3
As at 31 December net
118
2013
Allreal Annual Report 2013
As at the balance sheet date, the following values in connection with the out­
standing interest rate swaps apply, broken down by contract maturity:
<1 year
1–3 years
3–5 years
>5 years
Total
150.0
270.0
100.0
600.0
1 120.0
Replacement value
–1.2
–9.9
–9.6
–52.6
–73.3
Average interest in %
2.70
1.82
2.35
1.71
1.93
Contract value
0.0
150.0
200.0
535.0
885.0
Replacement value
0.0
–6.1
–12.1
–19.5
–37.7
Average interest in %
0.0
1.84
2.02
1.70
1.79
CHF million
As at 31.12.2012
Contract value
As at 31.12.2013
The changes in the value of the interest rate swaps which fulfil the require­
ments for hedge accounting are reported as part of retained earnings in equity.
The interest rate swaps have an impact on the consolidated statement of com­
prehensive income in each reporting period in which interest payments are
exchanged with the counterparty. The timing of these coincides with the matur­
ities of the short-term fixed advances on a mortgage basis.
A sensitivity analysis was performed, taking account of the contract volume of
the derivative financial instruments and borrowings, cash and financial assets
as at the balance sheet cut-off date. It was assumed that the balance sheet po­
sitions were in place on this scale for a whole year and that the general interest
rate level changes by one percentage point. This approach is consistent with the
calculations used in internal financial reporting to the Board of Directors and
Group Management.
If the general level of interest rates were 100 basis points higher or lower than
on the balance sheet cut-off date and if all other variables were to remain con­
stant, net profit would be CHF 1.0 million lower or CHF 0.003 million higher,
respectively (2012: CHF 1.3 million/CHF 0.03 million), and equity would increase
by CHF 65.3 million or decrease by CHF 61.2 million, respectively (31.12.2012:
CHF 41.1 million/CHF 36.7 million).
5.4.5 Credit risk
The credit risk to which Allreal is exposed is that a counterparty might be un­
able to meet its financial obligations owing to default, resulting in losses for the
Group. Customers’ payment arrears and credit standing are continuously mon­
itored in both the Projects & Development division and the Real Estate division.
Monthly reports with comments on the largest positions are submitted to Group
Management.
Allreal Annual Report 2013
119
Trade receivables and other receivables consist of a large number of balances
vis-à-vis counterparties in the Projects & Development division and vis-à-vis
tenants and property management companies in the Real Estate division.
Receivables from tenancies are typically secured via separate bank guarantees
or tenant deposits. There are no concentrations of risk in which a single debtor
accounts for more than 20% of total trade receivables. Payments on account are
periodically requested for current construction projects. Allreal’s close moni­
toring of receivables explains its low historical default rate.
The credit risk relating to cash and derivative financial instruments is consid­
ered small as the counterparties consist solely of banks and insurance compa­
nies with good credit ratings (minimum A rating). Allreal endeavours to work
with a large number of banks which mainly operate in Switzerland. At CHF 10.5
million, the maximum default risk relating to cash is lower than the book value
of CHF 25.0 million, since with a number of lending banks waiver of the right to
offset credit balance against liabilities was contractually excluded.
The maximum default risk relating to receivables and other claims corresponds
to the book value. The guarantees and sureties issued in favour of banks in con­
nection with financing transactions and derivative financial instruments are not
likely to give rise to any additional charges greater than the recognised borrow­
ings from banks and insurance companies amounting to CHF 1 121.3 million.
As at the balance sheet cut-off date, the credit risk relating to financial assets
amounts to CHF 14.6 million, which corresponds to the balance sheet item.
5.4.6 Refinancing and liquidity risk
As at the balance sheet cut-off date, unutilised immediately callable credit lim­
its granted by banks are in place in an amount of CHF 633 million. In addition,
for individual major projects Allreal can draw on existing credit lines up to a
further CHF 25 million, depending on the percentage of completion. The finan­
cial ratios agreed with banks in the credit agreements and which must be com­
plied with are the same as those laid down in the investment and financing
guidelines; during the period under review they were complied with at all times.
Three-year medium-term planning is in place for the Allreal Group which en­
sures that the thresholds are complied with on a rolling basis through early
extension of maturing loans. Under the financial covenants, Allreal has the op­
tion of taking out around CHF 1.4 billion in new borrowings before new equity is
required.
120
Allreal Annual Report 2013
The following breakdown shows the non-discounted payment outflows of exist­
ing liabilities, including derivative financial instruments (payer swaps), as at the
balance sheet cut-off date. In accordance with contractual agreements, the
earliest possible repayments are entered as the maturity dates. Since the inter­
est rate swaps involve fixing the variable payment flows on a monthly, quarterly
or half-yearly basis and as this is in the future, the CHF Libor rates on 31 De­
cember were used as the reference interest rates on a 1- to 6-month basis.
Interest and nominal amount payments on liabilities
Book value
<1 year
1–3 years
>3 years
1 563.6
1 160.6
360.5
72.8
Derivative financial instruments
73.6
18.7
30.1
52.7
Trade payables (excluding order balances)
81.7
81.7
0.0
0.0
Other current liabilities
30.9
29.9
1.0
0.0
1 749.8
1 290.9
391.6
125.5
CHF million
As at 31.12.2012
Borrowings
(including interest)
Total
As at 31.12.2013
Borrowings
(including interest)
1 615.4
1 201.8
183.2
287.5
Derivative financial instruments
43.3
15.9
29.0
42.7
Trade payables (excluding order balances)
57.3
57.3
0.0
0.0
Other current liabilities
34.1
33.8
0.3
0.0
1 750.1
1 308.8
212.5
330.2
Total
5.4.7 Market valuation of financial instruments
Financial assets and borrowings are recognised using the amortised cost
method.
Derivative financial instruments (interest rate swaps) are stated at market value
as at the balance sheet cut-off date, by estimating and discounting future pay­
ment flows at current interest rates on 31 December. Because the contracts are
standardised, it is possible to value them on the basis of current interest rates.
Allreal has the interest rate swaps calculated by banks.
Allreal Annual Report 2013
121
Under IFRS 7, all financial instruments carried at fair value must be broken
down into categories.
Allocation to the individual categories is dependent on the database for calcu­
lating the fair values.
Category 1:
Category 2:
Category 3:
Fair value using prices quoted on an active market (stock ex­
change)
Fair value using a valuation method whose input factors are de­
rived from an active market
Fair value using a valuation method whose input factors are not
observable on an active market
CHF million
Category 1
Category 2
Category 3
Total
0.0
–73.3
0.0
–73.3
0.0
–37.7
0.0
–37.7
As at 31.12.2012
Liabilities from derivative
financial instruments (net)
As at 31.12.2013
Liabilities from derivative
financial instruments (net)
In 2013 and 2012, there were no reclassifications within the categories.
With the exception of the borrowings shown below, it can be assumed that the
book values of the financial assets and the other financial liabilities correspond
to fair values.
CHF million
31.12.2012
Book value
31.12.2012
Fair value
31.12.2012
Book value
31.12.2013
Fair value
2.00% bond issue
148.9
152.9
–
–
2.50% bond issue
149.3
156.8
149.0
157.1
2.125% convertible bond
195.9
202.0
192.8
208.1
Fixed-rate mortgages
132.8
134.2
67.7
69.7
The fair values of the debt components of the bond issues and convertible bonds
correspond to the market price as at the balance sheet cut-off date (fair value
category 1). For the fixed-rate mortgages the relevant swap rates are applied
for the various terms plus a credit margin of 0.60% (2012: 0.45%) (fair value
category 2).
122
Allreal Annual Report 2013
The following table shows the book and market values (fair values) of all finan­
cial instruments recognised on the balance sheet.
CHF million
31.12.2013
Book value
31.12.2013
Market value
31.12.2012
Book value
31.12.2012
Market value
Assets at amortised cost
83.4
83.4
88.4
88.4
Cash
25.0
25.0
26.1
26.1
108.4
108.4
114.5
114.5
5.6
5.6
0.3
0.3
Financial assets
Loans and receivables
Derivative financial instruments
used for hedge accounting
Financial liabilities
Borrowings
at amortised cost
1 615.4
1 634.4
1 563.6
1 588.9
Other liabilities at amortised cost
91.4
91.4
112.6
112.6
Derivative financial instruments
used for hedge accounting
43.3
43.3
73.6
73.6
5.5
Transactions with related parties
Related parties within the meaning of IAS 24 consist of those shareholders who
have formed a group under the shareholders’ pooling agreement with a view to
complying with the “Lex Koller” requirements and as at the balance sheet cutoff date hold 40.73% of the share capital of Allreal Holding AG, the Board of Di­
rectors, Group Management and the Allreal pension fund.
The six members of the Board of Directors receive a fixed fee in the total amount
of CHF 0.55 million (2012: CHF 0.47 million for five persons), which is paid out in
cash after the annual accounts have been approved by the annual general meet­
ing. These persons do not receive any other remuneration.
Name
Function
2013
2012
CHF million
CHF million
0.15
Dr. Thomas Lustenberger
Chairman
0.15
Dr. Ralph-Thomas Honegger
Vice Chairman of the Board of Directors
0.08
0.08
Dr. Rudolf W. Hug
Member up to 5 April 2013
–
0.08
Dr. Jakob Baer
Member
0.08
0.08
Albert Leiser
Member
0.08
0.08
Olivier Steimer
Member from 5 April 2013
0.08
–
Peter Spuhler
Member from 5 April 2013
0.08
–
The remuneration of the Board of Directors is paid directly by Allreal Holding
AG. The members of Group Management are employees of Allreal Generalunt­
ernehmung AG, a wholly owned subsidiary of Allreal Holding AG, which pays the
remuneration of these persons. All amounts represent gross payments before
the social insurance contributions paid by the remuneration recipients. The em­
ployer’s share of the social insurance contributions is not included.
Allreal Annual Report 2013
123
As of 1 January 2013, Group Management consisted of five persons (31.12.2012:
three). Following Raymond Cron’s appointment to Group Management as Head
of Realisation effective 1 August 2013, the number of members increased to six.
In the period under review, Group Management received remuneration totalling
CHF 3.35 million (2012: CHF 3.16 million), out of which the highest total remu­
neration of CHF 1.16 million (2012: CHF 1.37 million) was paid to Bruno Bettoni,
Chief Executive Officer.
Variable bonuses will be paid out in cash in February 2014 after the annual
accounts have been approved by the Board of Directors.
2013
CHF million
2012
Bruno Bettoni, Chief Executive Officer
Fixed basic salary
0.64
0.61
Employer’s contributions management pension plan
0.06
0.06
0.67
Variable bonus in form of cash payment
0.40
Variable remuneration in form of shares1
0.06
0.03
Total remuneration
1.16
1.37
Other members of Group Management
Fixed basic salaries
1.32
0.99
Employer’s contributions management pension plan
0.22
0.15
Variable bonuses in form of cash payment
0.56
0.59
0.09
0.06
2.19
1.79
Variable remuneration in form of
shares1
Total remuneration
1
Calculated at the market value on date of allocation
In summary, the following remunerations were paid in total to the Board of
Directors and Group Management:
CHF million
2013
2012
Short-term benefits
3.75
3.33
Benefits paid after termination of employment contract
0.00
0.21
Termination payments
0.00
0.00
Benefits from shares and option plans
0.15
0.09
Other long-term benefits
0.00
0.00
Total
3.90
3.63
In the period under review and in the previous year, neither loans nor other
credits were granted to the members of the Board of Directors or Group Man­
agement, nor was remuneration paid to former members of these bodies.
124
Allreal Annual Report 2013
As at 31 December 2013, the following members of the Board of Directors and
the Group Management were directly or indirectly invested in Allreal
Holding AG:
Name
Number
of shares
Function
Dr. Thomas Lustenberger
Chairman of the Board of Directors
Dr. Ralph-Thomas Honegger
Vice Chairman of the Board of Directors
Peter Spuhler
Member of the Board of Directors
Bruno Bettoni
Chief Executive Officer
Hans Engel
2013
2012
6 381
6 381
100
100
266 000
–
16 797
16 327
Head of Investments/Divestments,
Member of Group Management
255
20
Roger Herzog
Chief Financial Officer,
Member of Group Management
724
470
Alain Paratte
Head of Real Estate,
Member of Group Management
194
–
Nigel Woolfson
Head of Project Development,
Member of Group Management
200
–
Raymond Cron
Head of Realisation,
Member of Group Management
61
–
The shareholding of the Helvetia Group, St. Gallen, in which Dr. Ralph-Thomas
Honegger holds the office of Chief Investment Officer (CIO) and member of the
Executive Management, is not included in the table.
The shares held by the members of the Board of Directors and the Group Man­
agement correspond to 1.82% of the share capital of the company (31.12.2012:
0.15%).
As at the balance sheet cut-off date, Raymond Cron holds CHF 0.02 million at
par of the 2.125% convertible bond 2009–2014, acquired in previous years.
During the year under review, the Projects & Development division carried out
construction projects for a total of CHF 36.2 million (2012: CHF 41.5 million) for
several parties to the shareholders’ pooling agreement under standard market
conditions, which corresponds to 5.8% of income from realisation Projects &
Development (2012: 7.9%).
The Helvetia Group, which holds 10.0% of Allreal Holding AG’s share capital, is
represented on the Board of Directors of Allreal Holding AG by Dr. RalphThomas Honegger. Insurance contracts (policies covering buildings, construc­
tion and personnel) are in place between the Helvetia Group and individual
Allreal companies with an annual premium volume of CHF 1.2 million (2012:
CHF 1.1 million).
Allreal Annual Report 2013
125
A buildings insurance policy with an annual premium volume of CHF 0.05 mil­
lion (2012: CHF 0.02 million) is held with the Swiss Mobiliar Group, which is
a member of the shareholders’ pooling agreement through a subsidiary.
Allreal was granted fixed mortgages amounting to CHF 52.5 million (CHF 37.5
million at 1.55% and CHF 15.0 million at 1.90%) with terms running until 2022.
On 28 June 2013, the residential properties Zürcherstrasse 52 and 64 in
Schlieren were sold to Raiffeisen Pensionskasse Genossenschaft at a selling
price of CHF 16.2 million. In addition, on 2 December 2013, the commercial
property at Dreikönigstrasse 37 in Zurich was sold to Swiss Life Ltd. at a selling
price of CHF 60.1 million. Both buyers are parties to the shareholders’ pooling
agreement.
The private bank IHAG Zurich AG, which belongs to the group of companies of
the core shareholder IHAG Holding AG, has granted Allreal loans secured by
mortgage totalling CHF 31.6 million (interest rate of 0.52% with a term until the
end of January 2014). The bank has also been entrusted with the task of market
making for the company (fees of CHF 0.08 million).
Allreal obtains consultancy services in legal matters from several law firms,
including Meyerlustenberger Lachenal Attorneys at Law, in which Dr. Thomas
Lustenberger, Chairman of the Board of Directors of Allreal Holding AG, is one
of 34 partners. Decisions to assign mandates to external lawyers are taken by
Group Management without consulting the Board of Directors.
In the 2013 financial year, Meyerlustenberger Lachenal billed Allreal fees
amounting to CHF 0.07 million (2012: CHF 0.25 million).
For several years, Allreal has had a business relationship with Banque Canton­
ale Vaudoise, where Olivier Steimer, member of the Board of Directors of
Allreal Holding AG, holds the office of Chairman of the Board of Directors. As at
the balance sheet cut-off date, loans secured by mortgage are in place amount­
ing to CHF 45.8 million (interest rate of 0.62% with terms until April 2014), along
with derivative financial instruments (payer swaps) with a par value of CHF 150
million.
The Allreal pension fund holds Allreal registered shares with a value of CHF 1.4
million (2012: CHF 1.6 million). As at the balance sheet date, there are no
receivables or liabilities between the Allreal pension fund and the Allreal com­
panies. During the period under review, Allreal’s employer’s contributions
amounted to CHF 3.8 million (2012: CHF 3.0 million).
Taking the above-mentioned into account, no other transactions with related
parties took place in 2013.
126
Allreal Annual Report 2013
5.6
Intra-Group relations
The transactions between the individual Group companies are carried out at
arm’s length. This also applies in particular to building services provided to the
Real Estate division by the Projects & Development division.
In addition, the Projects & Development division performs management ser­
vices for the other parts of the company. In 2013, it received CHF 4.7 million
(2012: CHF 4.7 million) from the Real Estate division as well as CHF 0.6 million
(2012: CHF 0.6 million) from Allreal Holding AG for such services. These sums
were eliminated in the consolidated financial statements.
5.7
Events after the balance sheet date
Between 31 December 2013 and 11 February 2014 (date on which the consoli­
dated financial statements were approved by the Board of Directors) no events
took place which would result in any adjustments to the book values of the
assets and liabilities or which would need to be disclosed here.
Allreal Annual Report 2013
127
Information on the real estate portfolio
Residential real estate as at 31 December 2013
Location
Address
Ownership
status1
Year
Year of
acquired construc­
tion
Renovation 2
Area of
property
in m2
Register of
suspected
contamination sites
Minergie
Area of
property
in m2
City of Zurich
Zurich
Heerenwiesen 23–41
CoO5
2003
1996
6 970
no
no
4 670
Zurich
Neunbrunnenstrasse 47–53
SO
1993
2013
4 291
yes
yes
4 640
Zurich
Josefstrasse 137
SO
1999
1984
903
no
no
2 747
Zurich
Zollikerstrasse 185–1876
SO
2008
1984
1 445
no
no
Total city of Zurich
13 609
1 637
13 694
Rest of canton Zurich
Adliswil
Moosstrasse 1–13/
Grütstrasse 33–39
SO
2005
2011
Bülach
Hohfuristrasse 7–11/
Unterweg 55–59/Im Stumpen 2
SO
1999
1979
Effretikon
Im Lindenhof 7/9/11
SO
2007
1972
Fällanden
Unterdorfstrasse 2/4/
Unterdorfwäg 2–22
SO
2003
Glattbrugg
Hohenstieglenstrasse 1–23, 2–16
SO
Kloten
Schaffhauserstrasse 117/119
SO
Oberglatt
Chlirietstrasse 6, 8, 10
Schlieren
13 901
no
yes
13 299
2013 TR
8 412
no
no
3 850
1997 PR
3 349
no
no
1 979
2008
23 691
no
no
14 903
1999
1990
29 639
no
no
14 654
2001
1992
3 643
no
no
2 090
SO
2003
1974
2 028
no
no
2 479
Badenerstrasse 58–60
SO
2003
1955
1 408
no
no
1 184
Schlieren
Limmataustrasse 2–8/
Limmatstrasse 9–11/
Engstringermatte
SO
1999
1984
8 907
no
no
5 100
Schlieren
Schulstrasse 71–77/
Flöhrebenstrasse 6
CO7
2002
1988
2 543
no
no
3 332
Volketswil
Sunnebüelstrasse 1–17/
Ifangstrasse 12–20/
Neufund 1/3
SO
1999
1968
20 110
no
no
2006/2007 PR
2002/2003 TR
Total rest of canton Zurich
117 631
12 236
75 106
Other regions
Allschwil
Kurzelängeweg 26–38+32a
SO
1999
1989
2010 PR
6 260
no
no
4 015
Basel
Achilles Bischoff-Strasse 2–10
SO
2006
1969
2009 TR
2 420
no
no
5 954
Basel
Grosspeterstrasse 45/
St.-Jakobs-Strasse 108
SO
2006
1995
2 067
no
no
Total other regions
Total residential real estate
O = sole ownership; CoO = co-ownership; CO = condominium ownership
S
TR = total renovation; PR = part renovation
3 Cumulative vacancy rate as a percentage of target rental income for 2013
4 As per 31.12.2013 valuation (nominal rates)
5 60% co-ownership Allreal
6 Valuation as at 31.12.2013 according to IFRS 13
7 Condominium property owned 100% by Allreal
1
2
128
Allreal Annual Report 2013
3 022
10 747
12 991
141 987
101 791
1–11/2room
apartments
2-21/2room
apartments
3-31/2room
apartments
4-41/2room
apartments
≥5room
apartments
Total
apartments
Other
uses
in m2
Target rental
income in
CHF million
for 2013
5
7
15
17
4
48
1 799
0
0
14
21
5
40
0
4
36
0
0
0
40
212
Vacancy
rate
in %3
Discount/
capitalisation
rate
in %4
1.4
2.0
4.40/4.40
1.2
26.5
4.40/4.40
0.8
0.3
4.40/4.40
–/–
2
2
4
4
2
14
165
0.6
1.9
11
45
33
42
11
142
2 176
4.0
8.9
0
27
62
38
10
137
350
3.8
1.2
4.30/4.30
0
9
16
18
6
49
50
0.8
20.0
4.60/4.60
0
8
18
0
0
26
71
0.4
0.1
4.50/4.50
0
20
41
56
22
139
2 392
4.0
3.1
4.50/4.50
18
30
71
41
0
160
659
3.0
1.6
4.40/4.40
0
4
0
10
4
18
200
0.5
1.9
4.60/4.60
0
17
17
0
0
34
9
0.5
0.2
4.50/4.50
4
16
4
0
0
24
28
0.3
0.8
4.50/4.50
0
18
24
12
0
54
286
0.9
0.0
4.40/4.40
0
0
24
16
0
40
354
0.8
2.0
4.40/4.40
4.50/4.50
0
0
48
60
40
148
110
2.4
0.1
22
149
325
251
82
829
4 509
17.4
2.3
0
7
20
20
0
47
490
1.0
0.9
4.40/4.40
28
24
28
24
0
104
1 040
1.6
1.7
4.60/4.60
4.50/4.50
5
19
11
8
0
43
47
0.9
3.8
33
50
59
52
0
194
1 577
3.5
1.9
66
244
417
345
93
1 165
8 262
24.9
3.3
Allreal Annual Report 2013
129
Commercial real estate as at 31 December 2013
Location
Address
Ownership
status1
Year
acquired
Year of
construction
Renovation2
2002 PR
Area of
property
in m2
City of Zurich
Zurich
Badenerstrasse 141
LO
2002
1968
Zurich
Bändliweg 21
SO
2005
1995
Zurich
Bellerivestrasse 30
SO
2004
1986
Zurich
Bellerivestrasse 36
SO
2004
1974
Zurich
Binzmühlestrasse 95–99,
Therese Giehse-Strasse 1, "Center Eleven"
SO
2005
2001
Zurich
Birmensdorferstrasse 108/Weststrasse 75
SO
2000
1983
2007/2008 TR
1 254
Zurich
Brandschenkestrasse 38/40
SO
2001
1992
2013 PR
1 402
Zurich
Buckhauserstrasse 32
SO
2003
1968
2006 PR
1 905
Zurich
Eggbühlstrasse 21–25
SO
2008/2010
1993
2005 PR
6 221
Zurich
Grüngasse 27–31/Badenerstrasse 119–133
SO
2002
1925
2006/2007PR
Zurich
Hardstrasse 319 (Escher-Wyss-Areal)5
SO
2002
1945–2010
Zurich
Hohlstrasse 600
SO
2001
1986
Zurich
Kalchbühlstrasse 22/24
SO
2000
1976
Zurich
Kreuzstrasse 5
LO
2004
2006
Zurich
Lagerstrasse 41+45
SO
2001
1954
2005 TR
1 909
Zurich
Max Högger-Strasse 2
SO
2003
1975
2012 PR
2 131
Zurich
Renggerstrasse 3
SO
1999
1966
2001 PR
1 389
Zurich
Thurgauerstrasse 39
SO
1999
1970
2000/2005 TR
Zurich
Vulkanstrasse 106
SO
2002
2005
Zurich
Weststrasse 74
SO
1996
1995
Zurich
Zollikerstrasse 183
SO
2008
1984
Zurich
Zollstrasse/Josefstrasse 23–29/Klingenstrasse 4
SO
1993/2006
1997
Total city of Zurich
2 316
2009/2010 PR
10 494
11 712
7 870
59 117
2006/2012 TR
2 894
3 101
3 333
3 195
12 295
1 482
2007 PR
3 371
4 201
151 559
O = sole ownership; LO = leasehold owned 100% by Allreal
S
TR = total renovation; PR = part renovation
3 Cumulative vacancy rate as a percentage of target rental income for 2013
4 As per 31.12.2013 valuation (nominal rates)
5 Valuation as at 31.12.2013 according to IFRS 13
1
2
130
713
9 254
Allreal Annual Report 2013
Register of
suspected con­
tamination sites
Minergie
Floor space
in m2
Percentage of
office space
Percentage of
retail space
Percentage of
residential
space
Percentage of
other uses
Target rental
income in CHF
million for 2013
Vacancy
rate
in %3
Discount/
capitalisation
rate in %4
yes
no
2 600
85.1
0.0
0.0
14.9
1.0
0.0
5.00/5.00
no
no
18 642
90.8
0.0
0.0
9.2
7.0
0.0
4.80/4.80
no
no
3 078
94.7
0.0
0.0
5.3
1.4
0.0
4.80/4.80
no
no
11 950
73.6
0.0
0.0
26.4
5.7
0.2
4.60/4.60
no
no
26 139
7.8
54.6
32.7
4.9
7.0
1.4
4.70/4.70
no
no
4 743
74.5
3.0
10.5
12.0
1.4
16.7
4.90/4.90
no
no
4 856
33.8
0.0
19.3
46.9
2.4
38.7
4.80/4.80
no
no
2 699
42.8
0.0
0.0
57.2
0.4
0.0
5.50/5.50
no
no
20 175
61.6
0.0
0.0
38.4
4.7
0.0
5.10/5.10
yes
no
12 847
16.5
7.6
32.8
43.1
3.4
2.6
5.03/5.03
yes
no
55 624
28.2
0.0
0.0
71.8
9.7
1.3
–/–
no
no
10 190
91.0
0.0
0.0
9.0
4.3
0.0
4.90/4.90
no
no
6 244
45.8
0.0
6.0
48.2
1.6
0.3
5.10/5.10
no
no
1 628
95.7
0.0
0.0
4.3
1.0
0.0
4.40/4.40
no
no
5 279
75.4
0.0
0.0
24.6
2.8
0.0
4.70/4.70
no
no
6 967
83.2
0.0
0.0
16.8
1.5
10.2
5.50/5.50
no
no
1 729
77.1
0.0
0.0
22.9
0.5
0.0
4.90/4.90
no
no
10 189
68.4
9.5
1.3
20.8
2.4
0.3
5.10/5.10
no
yes
36 311
95.1
0.0
0.0
4.9
11.0
0.0
4.90/4.90
no
no
3 277
33.5
0.0
55.3
11.2
0.9
17.2
5.00/5.00
no
no
2 777
81.7
0.0
0.0
18.3
1.3
0.0
4.90/4.90
no
no
10 703
56.9
3.3
29.8
9.9
4.1
0.1
4.60/4.60
258 647
56.1
6.5
7.6
29.8
75.5
2.3
Allreal Annual Report 2013
131
Commercial real estate as at 31 December 2013
Location
Address
Ownership
status1
Year
acquired
Year of
construction
Renovation2
Area of
property in m2
2001 PR
6 004
Rest of c anton Zurich
Bassersdorf
Grindelstrasse 3/5
SO
2008
1988
Dietlikon
Alte Dübendorferstrasse 17
SO
2006
2006
Glattbrugg
Thurgauerstrasse 111
SO
1997
1969
Kloten
Schaffhauserstrasse 115/121
SO
2001
1992
Opfikon
Lindbergh-Allee 15
SO
1987
2007
5 241
Schlieren
Bernstrasse 55
SO
2003
2003
7 089
Schlieren
Zürcherstrasse 104
SO
2002
1988
Urdorf
In der Luberzen 29
SO
2000
1993
4 667
Wallisellen
Allianz office building6
SO
2002
2013
14 470
Winterthur
Schützenstrasse 2/Zürcherstrasse 12+147
SO
2002
1928/53/86
18 386
2 464
1995 PR
4 086
4 000
2012 TR
Total rest of canton Zurich
4 724
71 131
Other regions
Baar
Baarermatte
SO
2002
1981
Baar
Oberdorfstrasse 9–13
SO
2000
1989
2013 PR
5 204
Basel
Missionsstrasse 60–62a
SO
1999
1972
2002 TR
1 811
Basel
Missionsstrasse 64-64a
SO
2007
1972
Basel
Steinenvorstadt 36
SO
1999
1982
Basel
Viaduktstrasse 40–44/Binningerstrasse 35
SO
2009
1998
5 454
Le Grand-Sacon­
nex
Route François-Peyrot 10–14
SO
2011
2004
8 442
Petit-Lancy
SO
2008
2010
Chemin des Olliquettes 4/Chemin du Gué 99
Total other regions
1 658
2012/2013 PR
718
1 417
42 664
Total commercial real estate
265 354
O = sole ownership
S
TR = total renovation; PR = part renovation
3 Cumulative vacancy rate as a percentage of target rental income for 2013
4 As per 31.12.2013 valuation (nominal rates)
5 Lightcube office building and co-ownership rights to the TMC Galleria car park
6 Allianz office building with retail space in Konradhof and Escherhof
7 Three properties
1
2
132
17 960
Allreal Annual Report 2013
Register of
suspected con­
tamination sites
Minergie
Floor space
in m2
Percentage of
office space
Percentage of
retail space
Percentage of
residential
space
Percentage of
other uses
Target rental
income in CHF
million for 2013
Vacancy
rate in %3
Discount/
capitalisation
rate in %4
no
no
12 586
no
no
2 730
55.9
0.0
0.0
44.1
1.8
7.0
5.70/5.70
0.0
75.8
0.0
24.2
1.2
0.0
no
no
5.20/5.20
7 417
9.0
74.7
0.0
16.3
1.9
27.9
no
5.50/5.50
no
4 343
97.5
0.0
0.0
2.5
1.1
15.5
5.40/5.40
no
yes
13 314
90.8
0.0
0.0
9.2
4.5
0.0
4.80/4.80
no
no
10 193
88.2
0.0
0.0
11.8
2.6
9.3
5.30/5.30
no
no
2 705
35.5
43.1
0.0
21.4
1.1
12.7
5.50/5.50
yes
no
9 456
74.1
0.0
0.0
25.9
2.1
69.4
5.70/5.70
no
yes
50 819
74.7
12.9
0.0
12.4
7.9
6.1
5.00/5.00
no
no
24 319
82.1
0.0
0.0
17.9
5.6
2.9
5.30/5.30
137 882
71.6
11.2
0.0
17.2
29.8
11.8
no
no
10 112
76.4
0.0
0.0
23.6
2.7
0.1
5.30/5.30
no
no
6 231
63.0
12.4
11.1
13.5
1.5
15.1
5.20/5.20
no
no
3 985
81.8
0.0
8.0
10.2
1.2
1.3
5.00/5.00
no
no
2 829
71.9
0.0
3.4
24.7
0.5
6.0
5.00/5.00
no
no
4 292
37.5
27.8
30.3
4.4
1.5
0.9
4.80/4.80
no
no
20 213
61.8
20.2
0.0
18.0
5.4
3.4
4.70/4.70
no
no
5 498
92.8
0.0
0.0
7.2
3.6
5.2
4.70/4.70
yes
yes
5 516
91.8
0.0
0.0
8.2
2.3
0.0
4.70/4.70
58 676
70.2
10.3
4.1
15.4
18.7
3.5
455 205
62.6
8.4
4.9
24.1
124.0
5.0
Allreal Annual Report 2013
133
Disposals of yield-producing properties
Location
Address
Type1
Year of
construction
Transfer
of use
Dielsdorf
Kronenstrasse 10
CP
1979
01.04.2013
Schlieren
Zürcherstrasse 52
RP
1972
28.06.2013
Schlieren
Zürcherstrasse 64
RP
1972
28.06.2013
Zumikon
Farlifangstrasse 1
CP
1986
30.09.2013
Wallisellen
Neugutstrasse 2–6/Bahnhofplatz 2 / Bahnhofstrasse 25
CP
2010
01.10.2013
Zurich
Dreikönigstrasse 37
CP
1990
02.12.2013
1
CP = commercial property, RP = residential property
Leasehold properties
Place
Address
Length of agreement
Zurich
Badenerstrasse 141
30 January 2101
Zurich
Kreuzstrasse 5
20 October 2086
Largest tenants, commercial real estate
Share in total rental income from commercial real estate:
2013
2012
IBM Switzerland AG
9%
9%
Canton Zurich
9%
5%
MAN Diesel & Turbo Switzerland AG
7%
7%
Allianz Suisse Insurance Company Ltd
6%
–
Partner Reinsurance Company Ltd. (PartnerRe)
5%
4%
–
4%
36%
29%
Credit Suisse Ltd
Total
The five largest tenants’ share of total rental income from all yield-producing
properties (residential and commercial) declined to around 29% in 2013 (IBM
Switzerland Ltd 7.5%, Canton Zurich 7.1%, MAN Diesel & Turbo Switzerland Ltd
5.6%, Allianz Suisse Insurance Company Ltd 4.8% and PartnerRe 3.7%).
134
Allreal Annual Report 2013
Profile
of terms of rental contracts for commercial real estate
Profile of terms of rental contracts for commercial real estate
in percent of outstanding rental income in CHF million
30
25
20
15
10
5
unlimited
2023 ff.
2022
2021
2020
2019
2018
2017
2016
2015
2014
0
Expiry of rental contracts in force
The weighted remaining term of fixed-term rental contracts is 6.8 years (versus
6.4 years on 31 December 2012)
Future income from fixed-term contracts
As a result of fixed-term rental contracts on yield-producing properties, the fol­
lowing nominal rental income will accrue in future:
CHF million
2013
2012
0.8
1.1
Residential real estate
Rental income up to one year
Rental income from two to five years
2.3
4.1
Rental income after five years
2.0
2.3
Total future rental income from fixed-term contracts
5.1
7.5
Commercial real estate
Rental income up to one year
103.9
102.7
Rental income from two to five years
268.7
301.5
Rental income after five years
129.9
126.0
Total future rental income from fixed-term contracts
502.5
530.2
Total future rental income from fixed-term contracts
Yield-producing properties
507.6
537.7
79.0% of all rental income for commercial space is indexed, i.e. rents are ad­
justed for inflation in accordance with the Swiss Consumer Price Index (CPI)
(2012: 85.9%).
Allreal Annual Report 2013
135
97.2% of rental contracts for residential space are for an unlimited term (2012:
95.8%). The weighted remaining term of fixed-term rental contracts for residen­
tial property is 4.7 years (versus 5.0 years on 31 December 2012). Rental prices
are based, among other factors, on the development of the mortgage reference
rate calculated quarterly by the Swiss National Bank and last published on 3
September 2013, when it was reduced to 2.00%.
As at 31 December 2013, 70.2% of all rental contracts contained index clauses
corresponding to a target rental income of CHF 104.7 million (2012: 71.7%, CHF
108.8 million).
Investment real estate under construction as at 31 December 2013
Location
Property
Acquisition/
project start
Register of
Area of
suspected
property
in m2 contaminated
sites
Minergie
Market
value
CHF million1
Target rental
Estimated
income on
investment
volume completion p.a.
CHF million
CHF million2
Expected
completion
Gland
Eikenøtt
2011
1 173
no
yes
26.9
29.0
1.6
2014
Opfikon
Lilienthal-Boulevard
2007
5 167
no
yes
34.3
63.0
3.8
2014
Wallisellen
Favrehof
2002
8 791
no
yes
64.5
63.0
4.3
2014
Wallisellen
Richtiring
2002
10 639
no
yes
96.2
150.0
10.0
2014
Zurich
Escher-Terrassen
2004
2 651
yes
yes
45.6
50.0
3.0
2014
Zurich
Herostrasse
2010
4 027
no
yes
38.9
48.0
3.7
2014
Zurich
Toni site
2007
25 104
yes
yes
529.2
547.0
28.7
2014
835.6
950.0
Total investment real estate under
construction
1
2
ccording to valuation as at 31.12.2013
A
Building and land costs
Eikenøtt, Gland
New-build residential development comprising 65 rental apartments and 66
parking spaces, with an aggregate net living area of 4 981 square metres in
Gland, canton Vaud. The project is being built by Losinger Construction SA and,
upon completion, will be transferred in stages by the second half of 2014 to the
portfolio of yield-producing properties. For the purposes of calculating the mar­
ket value as at the balance sheet cut-off date, nominal discount and capitalisa­
tion rates of 4.60% were applied (31.12.2012: 4.90%).
Lilienthal-Boulevard, Opfikon
New-build six-floor office building with conference facilities and cafeteria on
the ground floor, total lettable floor space of 13 131 square metres and 124
parking spaces. A ten-year rental agreement has been signed with Mondelez
International (Kraft Foods Europe GmbH) for 6 960 square metres of floor space.
The project is being built by the Projects & Development division and, upon
completion in the second half of 2014, will be reported under the portfolio of
yield-producing properties. For the first-time market valuation as at the bal­
ance sheet cut-off date, nominal discount and capitalisation rates of 5.20% were
applied.
136
Allreal Annual Report 2013
Favrehof, Wallisellen
New-build residential development comprising 118 rental apartments and 116
parking spaces. Together with the 1 173 square metres of lettable floor space
for offices and retail outlets (Richti Shopping), this equates to total floor space
of 13 856 square metres. The project is being built by the Projects & Development
division and, upon completion in the first half of 2014, will be reported under the
portfolio of yield-producing properties. For the purposes of calculating the mar­
ket value as at the balance sheet cut-off date, nominal discount and capitalisa­
tion rates of 4.80% were applied (31.12.2012: 4.90%).
Richtiring, Wallisellen
New-build commercial building with five main stores, a penthouse level, retail
space on the ground floor and a 200-space basement car park. Of the total let­
table floor space of approximately 25 571 square metres, around 19 876 square
metres are for offices and 4 400 square meters for retail space (Richti Shop­
ping). A ten-year rental agreement has been signed with UPC Cablecom for the
total office space as well as storage areas and garage parking spaces. The pro­
ject is being built by the Projects & Development division and, upon completion
in the second half of 2014, will be transferred to the portfolio of yield-producing
properties. For the first-time market valuation as at the balance sheet cut-off
date, nominal discount and capitalisation rates of 5.00% were applied.
Escher-Terrassen, Zurich
19-floor residential high-rise comprising 51 rental apartments with an aggre­
gate net living area of 6 087 square metres, rehearsal facilities for the opera
house and a 35-space basement car park on the Escher-Wyss site in
Zurich-West. The project is being built by the Projects & Development division
and, upon completion in the first half of 2014, will be transferred to the portfolio
of yield-producing properties. For the purposes of calculating the market value
as at the balance sheet cut-off date, nominal discount and capitalisation rates
of 4.80% were applied (31.12.2012: 5.00%).
Herostrasse, Zurich
New-build seven-floor commercial building with restaurants/café on the ground
floor, total lettable floor space of 10 839 square metres and 22 parking spaces.
A ten-year rental agreement has been signed with Pöyry Switzerland Ltd for
5 922 square metres of office space as well as storage areas and parking spaces.
The project is being built by the Projects & Development division and, upon
completion in the second half of 2014, will be transferred to the portfolio of
yield-producing properties. For the first-time market valuation as at the bal­
ance sheet cut-off date, nominal discount and capitalisation rates of 5.20% were
applied.
Allreal Annual Report 2013
137
Toni site, Zurich
University of applied sciences (Fachhochschule) development for some 5 000
students, lecturers and employees, including events venues, commercial prem­
ises and 100 rental apartments in Zurich-West, built by the Projects & Develop­
ment division. The lettable floor space, including housing, totals around
87 500 square metres, of which at least 73 100 square metres will be occupied by
canton Zurich/Zurich University of Applied Sciences (on a 20-year rental con­
tract). The aggregate net living area of the 100 rental apartments runs to 9 843
square metres. Of the annual CHF 28.7 million in target rental income after com­
pletion, CHF 6.9 million is attributable to the amortisation of tenant fit-outs pre­
financed by Allreal, which are to be repaid over a term of 20 years. Upon comple­
tion, the Toni site will be transferred to the portfolio of yield-producing properties
in the second half of the year. For the purposes of calculating the market value
as at the balance sheet cut-off date, nominal discount and capitalisation rates of
4.70% were applied (31.12.2012: 4.80%).
All investment real estate properties under construction are 100% solely owned
by Allreal.
138
Allreal Annual Report 2013
Development real estate as at 31 December 2013
Location
Property
Acquisition/
project start
Area of
property
in m2
Register of
suspected
contaminated
sites
Book value
CHF million
Estimated
investment
volume
CHF million1
Project status
Expected
completion
Development reserves
Basel
Kirschblütenweg
2011
3 949
no
6.82
15.0
building permit
pending
Bassersdorf
Grindelstrasse
2008
6 000
no
3.72
15.0
in planning
pending
Bülach
Fangleten/Solistrasse
2011
55 318
yes
3.1³
260.0
in planning
pending
Dielsdorf
Neuwisen
2013
46 419
no
1.03
207.0
in planning
pending
Mettmenstetten, Pfruendmatt
2012
6 989
no
10.42
Rümlang
1987
30 277
no
15.32
100.0
building permit
pending
Airport Business Park
34.0 building application
pending
Steinen
Schwyzerstrasse
2012
3 100
no
4.12
15.0
in planning
pending
Volketswil
Guntenbachstrasse
2008
5 330
no
3.62
25.0
in planning
pending
yes
3.02
23.0
building permit
pending
51.0
694.0
Zurich
Schiffbaustrasse
2010
Total development reserves
1 610
158 992
Buildings under
construction
Bülach
Cholplatz
2011
11 847
no
36.6
58.0
under completion
2014
Erlenbach
Lerchenbergstrasse
2009
13 614
no
51.9
94.0
under completion
2014
Mönchaltorf
Bruggächer
2010
14 382
no
34.5
44.0
under completion
2014
Wallisellen
Ringhof
2002
9 409
no
49.7
63.0
under completion
2014
Zurich
Guggach
2011
20 045
no
114.9
231.0
under completion
2016
287.6
490.0
Total buildings under construction
69 297
Completed real estate
Meilen
Holengass
20124
26.5
Wallisellen
Escherhof
20134
12.6
Kilchberg
Stockenstrasse
20134
4.8
Total completed real estate
43.9
Total development real estate
382.5
1 184.0
and and building costs
L
Book value includes acquisition costs for the land 100% owned by Allreal and accrued project costs of third parties
3 Book value includes acquisition costs for down payments made for land and accrued project costs of third parties (transfer of ownership for land pending)
4 Completion
1
2
For additional information on the development real estate and individual projects, see pages 20 to 24 of the Annual
Report.
Allreal Annual Report 2013
139
This page was intentionally left blank
140
Allreal Annual Report 2013
Ernst & Young AG
Maagplatz 1
Postfach
CH-8010 Zürich
Telefon
+41 58 286 31 11
Fax
+41 58 286 30 04
www.ey.com/ch
An die Generalversammlung der
Allreal Holding AG, Baar
Zürich, 11. Februar 2014
Bericht der Revisionsstelle zur Konzernrechnung
Als Revisionsstelle haben wir die Konzernrechnung der Allreal Holding AG, bestehend aus
Konzerngesamtergebnisrechnung, Konzernbilanz, Konzerneigenkapitalnachweis,
Konzerngeldflussrechnung und Anhang (Seiten 64 bis 140), für das am 31. Dezember 2013
abgeschlossene Geschäftsjahr geprüft. Die Konzernrechnung der Allreal Holding AG für das am 31.
Dezember 2012 abgeschlossene Geschäftsjahr wurde von einer anderen Revisionsstelle geprüft, die am
11. Februar 2013 ein nicht modifiziertes Prüfungsurteil zu diesem Abschluss abgegeben hat.
Verantwortung des Verwaltungsrates
Der Verwaltungsrat ist für die Aufstellung der Konzernrechnung in Übereinstimmung mit den
International Financial Reporting Standards (IFRS), dem Artikel 17 der Richtlinie betr. Rechnungslegung
(Richtlinie Rechnungslegung, RLR) der SIX Swiss Exchange und den gesetzlichen Vorschriften
verantwortlich. Diese Verantwortung beinhaltet die Ausgestaltung, Implementierung und
Aufrechterhaltung eines internen Kontrollsystems mit Bezug auf die Aufstellung einer Konzernrechnung,
die frei von wesentlichen falschen Angaben als Folge von Verstössen oder Irrtümern ist. Darüber hinaus
ist der Verwaltungsrat für die Auswahl und die Anwendung sachgemässer Rechnungslegungsmethoden
sowie die Vornahme angemessener Schätzungen verantwortlich.
Verantwortung der Revisionsstelle
Unsere Verantwortung ist es, aufgrund unserer Prüfung ein Prüfungsurteil über die Konzernrechnung
abzugeben. Wir haben unsere Prüfung in Übereinstimmung mit dem schweizerischen Gesetz und den
Schweizer Prüfungsstandards sowie den International Standards on Auditing vorgenommen. Nach
diesen Standards haben wir die Prüfung so zu planen und durchzuführen, dass wir hinreichende
Sicherheit gewinnen, ob die Konzernrechnung frei von wesentlichen falschen Angaben ist.
Eine Prüfung beinhaltet die Durchführung von Prüfungshandlungen zur Erlangung von
Prüfungsnachweisen für die in der Konzernrechnung enthaltenen Wertansätze und sonstigen Angaben.
Die Auswahl der Prüfungshandlungen liegt im pflichtgemässen Ermessen des Prüfers. Dies schliesst
eine Beurteilung der Risiken wesentlicher falscher Angaben in der Konzernrechnung als Folge von
Verstössen oder Irrtümern ein. Bei der Beurteilung dieser Risiken berücksichtigt der Prüfer das interne
Kontrollsystem, soweit es für die Aufstellung der Konzernrechnung von Bedeutung ist, um die den
Umständen entsprechenden Prüfungshandlungen festzulegen, nicht aber um ein Prüfungsurteil über die
Wirksamkeit des internen Kontrollsystems abzugeben. Die Prüfung umfasst zudem die Beurteilung der
Angemessenheit der angewandten Rechnungslegungsmethoden, der Plausibilität der vorgenommenen
Schätzungen sowie eine Würdigung der Gesamtdarstellung der Konzernrechnung. Wir sind der
Auffassung, dass die von uns erlangten Prüfungsnachweise eine ausreichende und angemessene
Grundlage für unser Prüfungsurteil bilden.

141
2
Prüfungsurteil
Nach unserer Beurteilung vermittelt die Konzernrechnung für das am 31. Dezember 2013
abgeschlossene Geschäftsjahr ein den tatsächlichen Verhältnissen entsprechendes Bild der
Vermögens-, Finanz- und Ertragslage in Übereinstimmung mit den International Financial Reporting
Standards (IFRS) und entspricht dem Artikel 17 der Richtlinie betr. Rechnungslegung (Richtlinie
Rechnungslegung, RLR) der SIX Swiss Exchange sowie dem schweizerischen Gesetz.
Berichterstattung aufgrund weiterer gesetzlicher Vorschriften
Wir bestätigen, dass wir die gesetzlichen Anforderungen an die Zulassung gemäss
Revisionsaufsichtsgesetz (RAG) und die Unabhängigkeit (Art. 728 OR und Art. 11 RAG) erfüllen und
keine mit unserer Unabhängigkeit nicht vereinbaren Sachverhalte vorliegen.
In Übereinstimmung mit Art. 728a Abs. 1 Ziff. 3 OR und dem Schweizer Prüfungsstandard 890
bestätigen wir, dass ein gemäss den Vorgaben des Verwaltungsrates ausgestaltetes internes
Kontrollsystem für die Aufstellung der Konzernrechnung existiert.
Wir empfehlen, die vorliegende Konzernrechnung zu genehmigen.
Ernst & Young AG
Daniel Zaugg
Zugelassener Revisionsexperte
(Leitender Revisor)
142
Christian Krämer
Zugelassener Revisionsexperte
Jones Lang LaSalle AG
Prime Tower Hardstrasse 201 8005 Zürich Schweiz
tel +41 44 215 75 00 fax +41 44 215 75 01
www.joneslanglasalle.ch
An den Verwaltungsrat der
Allreal Holding AG, Baar
Zürich, 11. Februar 2014
Marktwert der Anlageliegenschaften der Allreal-Gruppe per 31. Dezember 2013
1 Auftrag
Die Anlageliegenschaften der Allreal-Gruppe wurden im Auftrag der Eigentümerin zum Zweck ihrer
Rechnungslegung von Jones Lang LaSalle AG per 31. Dezember 2013 zum Marktwert bewertet. Dabei
handelt es sich um 18 Wohnliegenschaften, 42 Geschäftsliegenschaften und 7 Anlageliegenschaften im
Bau.
2 Bewertungsstandards
Jones Lang LaSalle AG bestätigt, dass die Bewertungen im Rahmen der national und international
gebräuchlichen Standards und Richtlinien, insbesondere in Übereinstimmung mit den International
Valuation Standards (IVS, RICS/Red Book) sowie den Swiss Valuation Standards (SVS) durchgeführt
wurden. Sie erfolgten zudem gemäss den Anforderungen der SIX Swiss Exchange.
3 Rechnungslegungsstandards
Die ermittelten Marktwerte entsprechen dem «Fair Value», wie er in den «International Financial
Reporting Standards» (IFRS) gemäss IAS 40 (Investment Property) und IFRS 13 (Fair Value
Measurement) umschrieben wird.
4 Definition des «Fair Value»
Der «Fair Value» ist der Preis, den unabhängige Marktteilnehmer in einem geordneten Geschäftsvorfall
unter marktüblichen Bedingungen zum Bewertungsstichtag beim Verkauf eines Vermögenswertes
vereinnahmen bzw. bei Übertragung einer Verbindlichkeit (Schuld) bezahlen würden (Abgangs-Preis bzw.
Exit-Preis).
Ein Exit-Preis ist der im Kaufvertrag postulierte Verkaufspreis worauf sich die Parteien gemeinsam
geeinigt haben. Transaktionskosten, üblicherweise bestehend aus Maklerprovisionen,
Transaktionssteuern sowie Grundbuch- und Notarkosten, bleiben bei der Bestimmung des Fair Value
unberücksichtigt. Der Fair Value wird somit entsprechend des Paragraphen 25 IFRS 13 nicht um die beim
Erwerber bei einem Verkauf anfallenden Transaktionskosten korrigiert (Gross Fair Value). Dies entspricht
der Schweizer Bewertungspraxis.
143
Die Bewertung zum Fair Value setzt voraus, dass die hypothetische Transaktion für den zu bewertenden
Vermögensgegenstand auf dem Markt mit dem grössten Volumen und der grössten Geschäftsaktivität
stattfindet (Hauptmarkt) sowie Transaktionen von ausreichender Häufigkeit und Volumen auftreten, so
dass für den Markt ausreichend Preisinformationen zur Verfügung stehen (aktiver Markt). Falls ein solcher
Markt nicht identifiziert werden kann, wird der Hauptmarkt für den Vermögenswert unterstellt, der den
Verkaufspreis bei der Veräusserung des Vermögenswertes maximiert.
5 Umsetzung des «Fair Value»
Der Fair Value ist auf der Basis der bestmöglichen Verwendung einer Immobilie ermittelt (Highest and
best use). Die bestmögliche Nutzung ist die Nutzung einer Immobilie, die dessen Wert maximiert. Diese
Annahme unterstellt eine Verwendung, die technisch/physisch möglich, rechtlich erlaubt und finanziell
realisierbar ist. Da bei der Ermittlung des Fair Value die Nutzenmaximierung unterstellt wird, kann die
bestmögliche Verwendung von der tatsächlichen bzw. von der geplanten Nutzung abweichen. Zukünftige
Investitionsausgaben zur Verbesserung oder Wertsteigerung einer Immobilie werden entsprechend in der
Fair Value-Bewertung berücksichtigt.
Die Anwendung des Highest and best use-Ansatzes orientiert sich am Grundsatz der Wesentlichkeit der
möglichen Wertdifferenz im Verhältnis des Wertes der Einzelimmobilie und des gesamten
Immobilienvermögens sowie in Bezug zur möglichen absoluten Wertdifferenz. Potenzielle Mehrwerte
einer Immobilie, welche sich innerhalb der üblichen Schätztoleranz einer Einzelbewertung bewegen,
werden hier als unwesentlich betrachtet und in der Folge vernachlässigt.
Die Bestimmung des Fair Value erfolgt in Abhängigkeit der Qualität und Verlässlichkeit der
Bewertungsparameter, mit abnehmender Qualität bzw. Verlässlichkeit: Level 1 Marktpreis, Level 2
modifizierter Marktpreis und Level 3 modellbasierte Bewertung. Bei der Fair Value-Bewertung einer
Immobilie können gleichzeitig unterschiedliche Parameter auf unterschiedlichen Hierarchien zur
Anwendung kommen. Dabei wird die gesamte Bewertung gemäss der tiefsten Stufe der Fair ValueHierarchie klassiert, in dem sich die wesentlichen Bewertungsparameter befinden.
Die Wertermittlung der Anlageliegenschaften der Allreal-Gruppe erfolgt mit einer modellbasierten
Bewertung gemäss Level 3 auf Basis von nicht direkt am Markt beobachtbaren Inputparametern. Darauf
aufbauend kommen angepasste Level 2-Inputparameter zur Anwendung (bspw. Marktmieten, BetriebsUnterhaltskostenkosten, Diskontierungs- /Kapitalisierungszinssätze). Nicht beobachtbare Inputfaktoren
werden nur dann verwendet, wenn relevante beobachtbare Inputfaktoren nicht zur Verfügung stehen.
Es werden die Bewertungsverfahren angewendet, die im jeweiligen Umstand sachgerecht sind und für die
ausreichend Daten zur Ermittlung des Fair Values zur Verfügung stehen, wobei die Verwendung
relevanter beobachtbarer Inputfaktoren maximiert und jene nicht beobachtbaren Inputfaktoren minimiert
wird. Beim vorliegenden Bewertungsverfahren wird ein einkommensbasierter Ansatz angewendet mittels
den in der Schweiz weit verbreiteten Discounted Cashflow-Bewertungen.
6 Bewertungsmethode
Jones Lang LaSalle AG bewertet die Renditeliegenschaften sowie die Anlageliegenschaften im Bau der
Allreal-Gruppe mit der Discounted-Cashflow Methode (DCF-Methode). Dabei wird das Ertragspotenzial
einer Liegenschaft auf der Basis zukünftiger Einnahmen und Ausgaben ermittelt. Die resultierenden
Zahlungsströme entsprechen den aktuellen sowie prognostizierten Netto-Cashflows nach Abzug aller
nicht auf den Mieter umlagefähigen Kosten (vor Steuern und Fremdkapitalkosten). Die jährlichen
Zahlungsströme werden auf den Bewertungsstichtag diskontiert. Der dazu verwendete Zinssatz orientiert
sich an der Verzinsung langfristiger, risikofreier Anlagen, wie beispielsweise einer 10-jährigen
Bundesobligation und einem spezifischen Risikozuschlag. Dieser berücksichtigt Marktrisiken und die
144
damit verbundene höhere Illiquidität einer Immobilie gegenüber einer Bundesobligation. Die
damit
verbundene höhere
einer
gegenüber
einer Bundesobligation.
Diskontierungszinssätze
werdenIlliquidität
nach Makround Immobilie
Mikrolage sowie
nach Immobiliensegment
variiert. Die
Diskontierungszinssätze werden nach Makro- und Mikrolage sowie nach Immobiliensegment variiert.
Die Marktwertermittlung von Objekten, die vollständig oder teilweise leer stehen, erfolgt unter der
Die
Marktwertermittlung
von Objekten,
vollständig
teilweise
leerMietausfälle,
stehen, erfolgt
unter
der
Annahme,
dass deren Neuvermietung
einediegewisse
Zeit inoder
Anspruch
nimmt.
mietfreie
Zeiten
Annahme,
dassAnreize
deren Neuvermietung
eine gewisse
in Anspruch
nimmt. Mietausfälle,
mietfreieFormen
Zeiten
und andere
für neue Mieter,
die denZeit
zum
Bewertungsstichtag
marktüblichen
und
andere sind
Anreize
neue Mieter,
die den zum Bewertungsstichtag marktüblichen Formen
entsprechen,
in derfür
Bewertung
berücksichtigt.
entsprechen, sind in der Bewertung berücksichtigt.
7 Grundlagen der Bewertung
7 Grundlagen der Bewertung
Alle Liegenschaften sind Jones Lang LaSalle AG aufgrund der durchgeführten Besichtigungen und der
Alle Verfügung
Liegenschaften
sind Jones
Lang LaSalle
durchgeführten
der
zur
gestellten
Unterlagen
bekannt.AG
Sieaufgrund
wurden der
in Bezug
auf ihre Besichtigungen
Qualitäten und und
Risiken
zur
Verfügung
Unterlagen
bekannt. SieBauweise
wurden und
in Bezug
auf Mikroihre Qualitäten
und Risiken
(Attraktivität
undgestellten
Vermietbarkeit
der Mietobjekte,
Zustand,
und Makrolage
usw.)
(Attraktivität
und Vermietbarkeit der Mietobjekte, Bauweise und Zustand, Mikro- und Makrolage usw.)
eingehend analysiert.
eingehend analysiert.
Die Liegenschaften werden von Jones Lang LaSalle AG mindestens im Dreijahresturnus sowie nach
Die
Liegenschaften
werden von
Jones
LaSalle AGgrösserer
mindestens
im Dreijahresturnus
sowieIn nach
Zukauf
von Liegenschaften
oder
nachLang
Beendigung
Umbauarbeiten
besichtigt.
der
Zukauf von Liegenschaften
oder nach der
Beendigung
grösserer
Umbauarbeiten besichtigt. In der
Berichtsperiode
wurden 19 Liegenschaften
Allreal-Gruppe
besichtigt.
Berichtsperiode wurden 19 Liegenschaften der Allreal-Gruppe besichtigt.
8 Bewertungsergebnis
8 Bewertungsergebnis
Unter Berücksichtigung der vorhergehenden Ausführungen schätzt Jones Lang LaSalle AG per
Unter
Berücksichtigung
derMarktwert
vorhergehenden
schätzt Jones
LaSalle AG per im Bau,
31. Dezember
2013 den
der 60 Ausführungen
Renditeliegenschaften
und 7Lang
Anlageliegenschaften
31.
Dezember
den Marktwert
der 60 Renditeliegenschaften
und 7 Anlageliegenschaften im Bau,
welche
sich alle2013
im Eigentum
der Allreal-Gruppe
befinden, wie folgt ein:
welche sich alle im Eigentum der Allreal-Gruppe befinden, wie folgt ein:
Wohnliegenschaften
CHF
511.5 Mio.
Wohnliegenschaften
CHF
511.5 Mio.
Mio.
Geschäftsliegenschaften
CHF
2'098.7
Geschäftsliegenschaften
Total Renditeliegenschaften
Total
Renditeliegenschaften
Anlageliegenschaften
im Bau
CHF
CHF
CHF
CHF
Anlageliegenschaften
im Bau
Total Anlageliegenschaften
Total Anlageliegenschaften
CHF
CHF
CHF
2'098.7 Mio.
Mio.
2'610.2
2'610.2
835.6 Mio.
Mio.
835.6 Mio.
Mio.
3'445.8
3'445.8 Mio.
Das Bewertungsergebnis in Worten:
Das
Bewertungsergebnis
in Worten:
drei Milliarden
vierhundertfünfundvierzig
Millionen achthundert Tausend Schweizer Franken
drei Milliarden vierhundertfünfundvierzig Millionen achthundert Tausend Schweizer Franken
9 Unabhängigkeit und Zweckbestimmung
9 Unabhängigkeit und Zweckbestimmung
Im Einklang mit der Geschäftspolitik von Jones Lang LaSalle AG erfolgte die Bewertung der
Im Einklang mit der der
Geschäftspolitik
Jones Lang
LaSalle Sie
AG dient
erfolgte
die Bewertung
der
Anlageliegenschaften
Allreal-Gruppe von
unabhängig
und neutral.
lediglich
dem vorgängig
Anlageliegenschaften
derLang
Allreal-Gruppe
und Haftung
neutral. gegenüber
Sie dient Dritten.
lediglich dem vorgängig
genannten Zweck. Jones
LaSalle AG unabhängig
übernimmt keine
genannten Zweck. Jones Lang LaSalle AG übernimmt keine Haftung gegenüber Dritten.
Die Vergütung für die Bewertungsleistungen erfolgt unabhängig vom Bewertungsergebnis und basiert auf
Die VergütungHonoraransätzen
für die Bewertungsleistungen
erfolgt unabhängig vom Bewertungsergebnis und basiert auf
einheitlichen
pro Liegenschaft.
einheitlichen Honoraransätzen pro Liegenschaft.
Jones Lang LaSalle AG
Jones Lang LaSalle AG
Jan P. Eckert, CEO Schweiz
Jan
Eckert, CEO Schweiz
dipl. P.
Wirtschaftsprüfer
Immobilienökonom
(ebs)
dipl. Wirtschaftsprüfer
MRICS
Immobilienökonom
(ebs)
MRICS
Patrik Stillhart, Managing Director
Patrik
Stillhart,
dipl. Ing.
ETH Managing Director
Immobilienökonom
(ebs)
dipl.
Ing. ETH
MRICS
Immobilienökonom
(ebs)
MRICS
145
ANHANG
1 Bewertungsmodell und -annahmen
1.1
Bewertungsmodell
Das DCF-Modell von Jones Lang LaSalle AG entspricht einem Zwei-Phasen Modell und ermittelt den
Marktwert der Liegenschaften auf der Basis zukünftiger Cashflows. Basierend auf einer Prognose der
zukünftigen Einnahmen und Ausgaben werden über einen Detail-Betrachtungszeitraum von zehn Jahren
die potenziellen jährlichen Sollmieteinnahmen ermittelt und um die nicht auf die Mieter übertragbaren
Kosten reduziert. Die resultierenden Zahlungsströme entsprechen somit den prognostizierten NettoCashflows nach Abzug aller nicht auf den Mieter umlagefähigen Kosten, jedoch vor Finanzierung und
Steuern. Am Ende des Detail-Betrachtungszeitraumes wird auf der Grundlage einer ewigen Rente aus
dem Exit-Cashflow sowie unter Berücksichtigung der zukünftigen eigentümerlastigen
Instandsetzungsmassnahmen ein Residualwert (Exitwert) ermittelt. Der Marktwert ergibt sich als Summe
der auf den Bewertungszeitpunkt diskontierten Netto-Cashflows über den Detail-Betrachtungszeitraum
und dem diskontierten Residualwert.
1.2
Diskontierungs- und Kapitalisierungszinssätze
Der für die Wertermittlung verwendete Diskontierungszinssatz orientiert sich an der Verzinsung
langfristiger, risikofreier Anlagen, wie beispielsweise einer 10-jährigen Bundesobligation und einem
spezifischen Risikozuschlag, welcher nebst Nutzung, Lage und Grösse des Objektes auch die aktuelle
Situation auf dem Transaktionsmarkt berücksichtigt. Dieser Risikozuschlag berücksichtigt somit das
Marktrisiko und die damit verbundene höhere Illiquidität einer Immobilie gegenüber einer
Bundesobligation. Der Renditeunterschied (Spread) zwischen einer Bundesanleihe und einer
Immobilieninvestition wird von Jones Lang LaSalle AG regelmässig anhand von Immobilientransaktionen
verifiziert.
Die nominellen Diskontierungs- und Kapitalisierungszinssätze werden objektspezifisch nach Makro- und
Mikrolage sowie nach Immobiliensegmenten differenziert. In der Regel werden für den
Diskontierungszinssatz und den Kapitalisierungszinssatz des Restwertes dieselben Werte angenommen.
Dies ist eine vereinfachende Annahme, die weder den Anspruch hat eine mögliche zukünftige Teuerung
(tieferer „Netto“-Kapitalisierungssatz) noch die mit dem Bauwerk verbundenen zunehmenden Risiken und
Prognoseunsicherheiten (höherer Kapitalisierungssatz) zu berücksichtigen. Weist ein Objekt allerdings
eine eingeschränkte Drittverwendungsfähigkeit oder andere, nicht unmittelbar quantifizierbare Risiken auf,
wird diesem Umstand durch eine Erhöhung des Kapitalisierungszinssatzes Rechnung getragen. Während
die Diskontierung der Zahlungsströme der Jahre 1 bis 10 jeweils per Mitte Jahr erfolgt („mittschüssig“),
wird der Exitwert per Ende Exitjahr („nachschüssig“) diskontiert. Damit wird der effektive Anfall der
Zahlungsströme möglichst realitätsnah modelliert.
Der durchschnittliche kapitalgewichtete Diskontierungszinssatz per 31. Dezember 2013 für das Segment
der Wohnliegenschaften beträgt 4.44% (31. Dezember 2012: 4.80%), der durchschnittliche
kapitalgewichtete Kapitalisierungszinssatz ebenfalls 4.44% (31. Dezember 2012: 4.80%).
Der durchschnittliche kapitalgewichtete Diskontierungszinssatz per 31. Dezember 2013 für das Segment
der Geschäftsliegenschaften beträgt 4.94% (31. Dezember 2012: 5.04%). Der durchschnittliche
kapitalgewichtete Kapitalisierungszinssatz liegt bei 4.94% (31. Dezember 2012: 5.10%).
146
1.3
Mietzinseinnahmen
Basis der Bewertungen sind die Mietzinseinnahmen zum Stichtag vom 1. Januar 2014. Ausgehend von
den aktuellen Vertragsmieten werden die jährlichen Sollmieteinnahmen prognostiziert. Dies geschieht
durch die mietvertraglich vereinbarte oder mietgesetzlich zulässige Indexierung der Vertragsmieten und
im Fall von auslaufenden (Geschäfts-)Mietverträgen durch Ansetzen von aus heutiger Sicht als nachhaltig
beurteilten Marktmieten. Die Marktmieten basieren auf den Mietpreisdatenbanken und dem Immobilien
Research von Jones Lang LaSalle AG. Bei mieterseitigen Verlängerungsoptionen kommt in der Regel der
tiefere Mietzins zwischen Markt- und Vertragsmiete zur Anwendung. Im Fall von unbefristeten
Wohnungsmietverträgen werden bei deutlicher Abweichung der Vertragsmieten vom Marktniveau
ebenfalls nachhaltige Marktmieten angesetzt.
1.4
Indexierung
Mieten für Büro- und Gewerbeflächen werden üblicherweise an den Landesindex der Konsumentenpreise
(LIK) gekoppelt, während Mietverträge für Wohnräume an die Veränderung des von der Nationalbank
quartalsweise errechneten Referenzzinssatzes geknüpft sind, zusätzlich aber auch noch einen
Teuerungsanteil beinhalten. Basierend auf den Prognosen der einschlägigen Konjunkturforschungsstellen
(KOF, BAK, SECO) für die Entwicklung des LIK und der Hypothekarzinsen werden von der Jones Lang
LaSalle AG regelmässig Annahmen für die zukünftige Indexierung der Vertragsmieten getroffen, wobei für
alle Bewertungen, die zum selben Bewertungsstichtag erstellt werden, jeweils die gleichen Annahmen
verwendet werden.
Bei den Bewertungen per Bewertungsstichtag ging die Jones Lang LaSalle AG in den ersten 10 Jahren
sowohl bei den Geschäfts- wie auch den Wohnungsmieten von einer jährlichen Steigerung von 1.00%
aus. In den Bewertungen werden dabei für jede Mieteinheit die vertraglich vereinbarten prozentualen
Ansätze berücksichtigt. Bei fehlenden Angaben werden die zukünftigen Mieteinnahmen zu 100% an die
angenommenen Wachstumsraten gekoppelt. Die gleichen Wachstumsraten werden in der Regel auch für
die zukünftige Entwicklung der aus heutiger Sicht als nachhaltig beurteilten Marktmieten verwendet.
1.5
Leerstand
Für ablaufende Mietverträge von Verkaufs- und Büroflächen wird ein objekt- und segmentspezifischer
Leerstand angesetzt. Diese Absorptionszeit (Leerstand in Monaten nach Vertragsende) wird spezifisch für
jedes Objekt festgelegt und liegt in der Regel zwischen drei und sechs Monaten. In speziellen Fällen
werden auch längere oder kürzere Wiedervermietungsszenarien angenommen. Das allgemeine
Leerstandrisiko wird über einen strukturellen Leerstand berücksichtigt, der ebenfalls objektspezifisch
angesetzt wird.
Bei den Wohnliegenschaften werden in der Regel keine spezifischen Leerstände angesetzt, da die
Mietverträge üblicherweise nicht befristet sind. Die normale Mieterfluktuation wird mit Hilfe eines
strukturellen Leerstandes berücksichtigt, der objektspezifisch angesetzt wird.
1.6
Bewirtschaftungskosten
Die zugrunde gelegten Bewirtschaftungskosten basieren grundsätzlich auf den jeweiligen
Liegenschaftsabrechnungen. Die nicht umlagefähigen Kosten betreffen Betriebs- und Unterhaltskosten,
die in der Regel aufgrund der vertraglichen Bedingungen nicht auf den Mieter umgewälzt werden können
oder Bewirtschaftungskosten, die infolge Leerstandes vom Hauseigentümer zu tragen sind. Anhand der
Analyse der historischen Zahlen und Benchmarks von Jones Lang LaSalle AG werden die zukünftigen
Bewirtschaftungskosten modelliert.
147
1.7
Instandsetzungskosten
Neben den Mietzinseinnahmen kommen den zukünftigen Instandsetzungskosten eine grosse Bedeutung
zu. Die Allreal-Gruppe führt detaillierte 10-Jahresbudgets für Instandsetzungen. Diese werden von Jones
Lang LaSalle AG auf ihre Plausibilität geprüft und in den Bewertungen berücksichtigt. Zudem
berücksichtigt die Jones Lang LaSalle AG eigene Schätzungen für notwendige Investitionen während der
10-Jahresperiode.
Die zur Ermittlung des Exitwertes langfristig erforderlichen Instandsetzungsmassnahmen („Capex“)
werden objektspezifisch unter der Annahme berechnet, dass je nach Bauweise und Nutzung der
Liegenschaft bestimmte Anteile der Bauwerkssubstanz eine begrenzte Lebensdauer aufweisen und
folglich über die Gesamtlebensdauer zyklisch erneuert werden müssen. Der im Exitjahr in einen
(Instandsetzungs-)Fonds umgerechnete Betrag berücksichtigt ausschliesslich Kosten zur
Substanzerhaltung, welche das der Bewertung zugrunde liegende Vertrags- und Marktzinsniveau
langfristig sichern.
1.8
Bewertung von Anlageliegenschaften im Bau
In den Anwendungsbereich von IAS 40 fallen auch alle Immobilien, welche für die spätere Nutzung als
Renditeliegenschaft vorgesehen sind und sich aktuell im Bau oder in der Entwicklung befinden. Somit sind
nach IAS 40 auch Immobilien, die für das eigene Anlageportfolio entwickelt und erstellt werden, zum
Marktwert zu bilanzieren. Die Bilanzierung zum Marktwert setzt unter anderem voraus, dass der Fair
Value zuverlässig ermittelt werden kann.
Die Marktwertermittlung der Anlageliegenschaften im Bau erfolgt wie bei den Renditeliegenschaften mit
der DCF-Methode. Dabei wird der Marktwert der Immobilie nach Fertigstellung (Beginn Nutzungsphase)
ermittelt und dieser mit den während der Bauphase noch anfallenden Zahlungsströme (Landkosten,
Baukosten, Drittprojektkosten, Gebühren, etc.) risikoadjustiert auf den Bewertungsstichtag diskontiert. Die
vorgängig gemachten Ausführungen zur Wertentwicklung mit der DCF-Methode bei den
Renditeliegenschaften kommen auch bei der Bewertung der Anlageliegenschaften im Bau zur
Anwendung.
Als Grundlage für die Bestimmung des Marktwertes der Anlageliegenschaften im Bau stellt die AllrealGruppe Projektberichte zur Verfügung, die Auskunft zum Projektstand (Stand Ausführung, Stand
Vermietung), zu den aufgelaufenen und den voraussichtlich noch anfallenden Projektkosten sowie zu den
Terminen (voraussichtlicher Fertigstellungstermin) geben. Die Unterlagen werden von Jones Lang LaSalle
AG auf ihre Plausibilität geprüft und in den Bewertungen berücksichtigt.
2 Allgemeine Übersicht Immobilienmarkt Schweiz
Die starke Zuwanderung von Personen aus dem europäischen Ausland sorgte für eine dynamische
Nachfrage nach Mietwohnungen, während die hohe Neubautätigkeit zu einer Angebotsausweitung führte.
Die Angebotsmieten sind dabei gemäss diverser Mietpreiszinsindizes wie z.B. demjenigen der Schweizer
Nationalbank oder demjenigen von Homegate AG im Vergleich zum Vorjahr weiter angestiegen. Gemäss
Homegate Angebotspreisindex im November 2013 haben sich die Angebotsmieten im Schweizer
Durchschnitt innerhalb von einem Jahr um 1.7% erhöht. Auch die Bestandesmieten haben sich trotz
mehrerer Senkungen des hypothekarischen Referenzzinssatzes in den letzten Jahren gemäss
Bundesamt für Statistik (BFS) im Jahr 2013 weiter erhöht. Die durchschnittliche Mietpreisentwicklung
betrug im Mietpreisindex (Teilindex Wohnungsmieten des Landesindexes der Konsumentenpreise) im
Jahr 2013 0.4%.
Die neu auf den Markt kommenden Mietwohnungen werden in der Regel nach wie vor recht gut absorbiert
und haben noch nicht zu einer spürbaren Erhöhung der Leerwohnungsziffer geführt. Die
148
Leerwohnungsziffern verharren nach wie vor auf sehr tiefem Niveau. Die Schweizer Leerwohnungsziffer
stieg per 1. Juni 2013 gemäss BFS nur leicht auf 0.96% an. In peripheren, kleineren Gemeinden sind
jedoch erste Anzeichen einer verlangsamten Absorption und erhöhter Leerstände erkennbar.
2.1
Transaktionsmarkt Mehrfamilienhäuser
Die Transaktionsmärkte für Mehrfamilienhäuser waren im Jahr 2013 vom Anlagenotstand institutioneller
Anleger und dem verstärkt wahrnehmbaren Interesse von Privatinvestoren getrieben. Die hohe Nachfrage
nach Mehrfamilienhäusern und die damit verbundenen Preissteigerungen waren dabei insbesondere von
tieferen Kapitalverzinsungsansprüchen respektive Renditekompressionen geprägt. Die sehr grosse
Nachfrage betrifft alle Segmente und Regionen des Wohnungsmarktes. Im kleinvolumigen Bereich prägen
insbesondere Privatinvestoren das Preisniveau, während bei grossen Überbauungen vor allem
institutionelle Investoren den Nachfragedruck erzeugten.
Aufgrund des geringen Angebots an bestehenden Mehrfamilienhäusern entfiel ein wesentlicher Teil des
Transaktionsvolumens auf Projektentwicklungen. Dabei war zu beobachten, dass die
Renditeunterschiede zwischen zentralen und peripheren Lagen stark zurückgegangen sind.
2.2
Mietermarkt Büroimmobilien
Die tiefen Zinsen sowie die Nachfrage nach modernen und effizienten Büroflächen und deren geringe
Verfügbarkeit haben in den letzten Jahren zu einem Anstieg der Bauaktivität geführt. Bedingt durch diese
stetige Angebotsausweitung sowie die nach wie vor laufenden Flächenoptimierungen der grossen
Flächennachfrager waren im Jahr 2013 bereits deutliche Veränderungen am Mietermarkt spürbar. Die
Spitzenmieten in den Grossstädten Zürich und Genf sind gegenüber dem Vorjahr gefallen und die
Absorptionszeit von leer stehenden Flächen erhöhte sich. Um Anschluss- oder Neuvermietungen zu
realisieren, mussten in der Regel Zugeständnisse in Form von mietfreien Zeiten, Staffelmieten,
Ausbaubeiträgen etc. gewährt werden.
Bei den Bestandsmieten haben sich im Betrachtungszeitraum keine wesentlichen Veränderungen bei den
Mieteinnahmen aufgrund von Indexierungsanpassungen ergeben, da sich die Teuerung gemäss
Landesindex der Konsumentenpreise im Vergleich zum Vorjahr leicht negativ entwickelte.
2.3
Transaktionsmarkt Büroimmobilien
Die durch die Veränderungen auf dem Mietermarkt bedingte Konzentration des Investoreninteresses auf
Objekte an A-Lagen und Objekte mit sehr langen Mietverträgen hat sich im Jahr 2013 weiter akzentuiert.
Die Zurückhaltung der Investoren bei Objekten an B- und C-Lagen sowie bei Objekten mit kurz- bis
mittelfristigem Vermietungsbedarf hat sehr deutlich zugenommen. Auch auf der Fremdfinanzierungsseite
ist eine deutlich gesteigerte Zurückhaltung wahrnehmbar. Insbesondere im grossvolumigen Bereich
wurde es zunehmend schwieriger, attraktive Finanzierungsbedingungen zu erhalten, so dass
insbesondere institutionelle Eigenkapitalinvestoren den Markt prägten.
149
Allreal Holding AG annual accounts
Income statement
CHF million
Note
2013
2012
Income from investments
2
33.0
31.0
Financial income
3
24.3
21.6
57.3
52.6
Income
Other expense
4
–1.5
–1.5
Financial expense
5
–10.3
–8.0
Tax expense
–1.2
–0.5
Expense
–13.0
–10.0
Net profit
44.3
42.6
817.8
817.8
Balance sheet as at 31 December
Investments
6
Loans to Group companies
1 144.5
1 042.6
Non-current assets
1 962.3
1 860.4
Short-term accounts receivable from Group companies
4.2
0.5
Short-term accounts receivable from third parties
0.0
0.1
Securities
7/11
Cash
Current assets
Assets
Share capital
8
4.1
1.1
1.9
2.3
10.2
4.0
1 972.5
1 864.4
797.1
797.1
Statutory reserves
9
2.8
6.1
Reserves from contribution of capital
General reserves
10
407.7
495.2
Reserves for treasury shares
11
Balance sheet profit
Equity
1.1
210.4
1 466.6
1 509.9
2.00% bond issue 2013–2020
12
150.0
0.0
2.50% bond issue 2011–2016
13
150.0
150.0
2.125% convertible bond 2009–2014
14
0.0
200.0
300.0
350.0
Long-term liabilities
2.125% convertible bond 2009–2014
Short-term liabilities towards third parties
14
199.9
0.0
6.0
4.5
Short-term liabilities
205.9
4.5
Liabilities
505.9
354.5
1 972.5
1 864.4
Equity and liabilities
150
4.3
254.7
Note
1
Basic principles
Allreal Holding AG, domiciled in Baar, canton 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 the Allreal Group.
The Allreal Holding AG annual accounts have been prepared in accordance with
the provisions of the Swiss Code of Obligations. They supplement the consoli­
dated financial statements (pages 64 to 140) prepared in accordance with Inter­
national Financial Reporting Standards (IFRS). Whereas the consolidated finan­
cial statements provide information about the business situation of the Group
as a whole, the information in the annual accounts of Allreal Holding AG (pages
150 to 158) relates solely to the Group's parent company.
2
Income from investments
CHF million
2013
2012
Allreal Generalunternehmung AG
20.0
10.0
Allreal Home AG
5.0
5.0
Allreal Office AG
5.0
8.0
Allreal West AG
3.0
3.0
Allreal Finanz AG
0.0
5.0
33.0
31.0
Income from investments
Dividends received from the subsidiary companies are booked to the accounts
of Allreal Holding AG upon payment.
3
Financial income
CHF million
Compensation from Group companies for guarantees issued
Interest income Group loans
2013
2012
2.1
2.5
21.4
18.9
Income from investments sold
0.8
0.0
Income in connection with treasury shares
0.0
0.2
24.3
21.6
Financial income
The sale of a 1.14% minority interest in Olmero AG, Opfikon, for CHF 0.8 million
resulted in a book gain of CHF 0.8 million
4
Other expense
Other expense includes the normal administrative expenses incurred by a hold­
ing company (the Board of Directors' fees, legal advice, insurance, fees and cap­
ital taxes). The management fees paid to Allreal Generalunternehmung AG
amount to CHF 0.6 million, unchanged from the previous year.
151
5
Financial expense
2013
CHF million
2012
Interest expense 2.00% bond issue 2013–2020
–0.8
0.0
Interest expense 2.50% bond issue 2011–2016
–3.8
–3.7
Interest expense 2.125% convertible bond 2009–2014
–4.3
–4.3
Issuing expense 2.00% bond issue 2013–2020
–1.1
0.0
Income in connection with treasury shares
–0.3
0.0
–10.3
–8.0
Financial expense
6
Investments
Company
Registered
office
Share
capital
CHF million
Investment
31.12.2013
Investment
31.12.2012
Baar
100.5
100%
100%
Allreal Generalunternehmung AG
Zurich
10.0
100%
100%
Allreal Home AG
Zurich
26.5
100%
100%
Allreal Markthalle AG
Zurich
10.0
–
100%
Allreal Office AG
Zurich
150.0
100%
100%
Allreal Toni AG
Zurich
70.0
100%
100%
Allreal Vulkan AG
Zurich
50.0
100%
100%
Allreal West AG
Zurich
20.0
100%
100%
Hammertor AG
Cham
0.1
100%
100%
Allreal Finanz AG
Allreal Markthalle AG was merged retroactively to 1 January 2013 with Allreal
Generalunternehmung AG. Accordingly, the total balance sheet value of invest­
ments remained unchanged year-on-year at CHF 817.8 million.
7
Securities
Securities consist of 33 237 treasury shares (31.12.2012: 7 661), valued at the
market price as at 31 December.
8
Share capital
As at the balance sheet cut-off date, the share capital of Allreal Holding AG
comprises 15 941 829 registered shares with a par 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 applica­
ble – until 28 March 2014 to acquire businesses, business units, investments or
real estate through an exchange of shares, for financing or refinancing the ac­
quisition of businesses, business units, investments or investment projects, or
for the purpose of an international placement of shares worth up to CHF 200.0
152
million by issuing up to 4 000 000 registered shares each with a par value of
CHF 50 (authorised capital). In May 2012, the authorised capital was reduced by
CHF 113.9 million from CHF 200.0 million to CHF 86.1 million (as at 31 Decem­
ber 2013) owing to the rights issue.
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 par 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 mil­
lion to CHF 124.8 million (as at 31 December 2013) following the conversion of
convertible bonds into shares.
Further, Allreal Holding AG has conditional capital of CHF 10.0 million (200 000
registered shares at a par 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.
9
General reserves
CHF million
Transfer from reserves from contribution of capital
Transfer to reserves for treasury shares
General reserves as at 31 December
10
2013
2012
7.1
7.2
–4.3
–1.1
2.8
6.1
2013
2012
652.1
652.1
Reserves from contribution of capital
CHF million
Premium from capital increases
Premium from conversion of convertible bonds
0.3
0.3
Transfer to general reserves
–7.1
–7.2
Distribution to shareholders
–238.0
–150.4
Distribution on treasury shares
Reserves from contribution of capital as at 31 December
0.4
0.4
407.7
495.2
153
11
Treasury shares
Number
of shares
Market value as at 1 January
Purchases
Sales
2013
Value
CHF million
7 661
1.1
13 463
1.8
25.2
280 698
38.7
–167 501
–21.9
–286 500
–39.5
7 661
1.1
0.1
–0.3
33 237
Reserves for treasury shares
12
2012
Value
CHF million
193 077
Unrealised price gains as at 31 December
Market value as at 31 January
Number
of shares
4.1
4.3
1.1
2.00% bond issue 2013–2020
Amount
CHF 150.0 million
Issue price
100.311%
Coupon
2.00% p.a., payable annually on 23 September
Maturity
7 years
Repayment
On 23 September 2020 at par
The bond may be redeemed early, and the bond terms customary for such capi­
tal market instruments shall apply. Specifically, this includes an option for pre­
mature redemption at any time at par, including accrued interest, provided that
more than 85% of the original principal amount has been redeemed by Allreal.
As at 31 December 2013, the conditions for premature redemption had not been
met.
13
2.50% bond issue 2011–2016
Amount
CHF 150.0 million
Issue price
100.45%
Coupon
2.50% p.a., payable annually on 12 May
Maturity
5 years
Repayment
On 12 May 2016 at par
The bond may be redeemed early, and the bond terms customary for such capi­
tal market instruments shall apply. Specifically, this includes an option for pre­
mature redemption at any time at par, including accrued interest, provided that
more than 85% of the original principal amount has been redeemed by Allreal.
As at 31 December 2013 the conditions for premature redemption had not been
met.
154
14
2.125% convertible bond 2009–2014
Amount
CHF 199.925 million (originally CHF 200.0 million)
Issue price
100%
Coupon
2.125% p.a., payable annually on 9 October
Maturity
5 years
Repayment
At the latest on 9 October 2014 at par
Conversion price CHF 135.89
Until 19 September 2014, each bearer bond at CHF 5 000 par can be converted
into 36.79447 registered shares of Allreal Holding AG. The bond may be re­
deemed early, and the bond terms customary for such capital market instru­
ments shall apply. Specifically, this includes an option for premature redemp­
tion either at any time at par, including accrued interest, provided more than
85% of the original principal amount has been converted and/or redeemed, or if
the registered share of Allreal Holding AG closes at no lower then CHF 176.65
on 20 trading days within a period of 30 consecutive trading days. As at 31 De­
cember 2013, the conditions for premature redemption had not been met.
15
Significant shareholders
As at 31 December, the following shareholders were entered in the share regis­
ter of Allreal Holding AG as having a shareholding (direct and/or indirect) which
exceeds a threshold of 3%:
Helvetia Group, St. Gallen
2013
2012
10.0%
10.0%
Canton Zurich, BVK Employee Pension Fund of the canton of Zurich, Zurich
4.8%
4.8%
Pension Fund of Oerlikon Contraves AG, Zurich
4.4%
5.1%
PKE-CPE Pension Foundation, Zurich
3.5%
3.6%
Swiss Mobiliar Group, Bern
3.2%
3.2%
Pension Fund of the canton of Basel-Landschaft, Liestal
3.1%
3.1%
155
16Remuneration and investments of the Board of Directors and Group
Management
The six members of the Board of Directors receive a fixed fee in the total amount
of CHF 0.55 million (2012: CHF 0.47 million for five persons), which is paid out in
cash after the annual accounts have been approved by the annual general meet­
ing. These persons do not receive any other remuneration.
Name
Function
2013
2012
CHF million
CHF million
0.15
Dr. Thomas Lustenberger
Chairman
0.15
Dr. Ralph-Thomas Honegger
Vice Chairman
0.08
0.08
Dr. Rudolf W. Hug
Member up to 5 April 2013
–
0.08
Dr. Jakob Baer
Member
0.08
0.08
Albert Leiser
Member
0.08
0.08
Olivier Steimer
Member from 5 April 2013
0.08
–
Peter Spuhler
Member from 5 April 2013
0.08
–
The remuneration of the Board of Directors is paid directly by Allreal Holding
AG. The members of Group Management are employees of Allreal General­
unternehmung AG, a wholly owned subsidiary of Allreal Holding AG, which pays
the remuneration of these persons. All amounts represent gross payments be­
fore the social insurance contributions paid by the remuneration recipients. The
employer's share of the social insurance contributions is not included.
As of 1 January 2013, Group Management consisted of five persons (31.12.2012:
three). Following Raymond Cron's appointment to Group Management as Head
of Realisation effective 1 August 2013, the number of members increased to six.
In the period under review, Group Management received remuneration totalling
CHF 3.35 million (2012: CHF 3.16 million), of which the highest total remunera­
tion of CHF 1.16 million (2012: CHF 1.37 million) was paid to Bruno Bettoni,
Chief Executive Officer.
Variable bonuses will be paid out in cash in February 2014 after the annual
accounts have been approved by the Board of Directors.
CHF million
2013
2012
0.64
0.61
Bruno Bettoni, Chief Executive Officer
Fixed basic salary
Employer's contributions management pension plan
0.06
0.06
Variable bonus in form of cash payment
0.40
0.67
Variable remuneration in form of shares1
0.06
0.03
Total remuneration
1.16
1.37
Other members of Group Management
Fixed basic salaries
1.32
0.99
Employer's contributions management pension plan
0.22
0.15
0.59
Variable bonuses in form of cash payment
0.56
Variable remuneration in form of shares1
0.09
0.06
Total remuneration
2.19
1.79
1
156
Calculated at the market value on date of allocation
In the period under review, neither loans nor other credits were granted to the
members of the Board of Directors or the Group Management nor was remu­
neration paid to former members of these bodies.
As at 31 December 2013, the following members of the Board of Directors
and the Group Management were directly or indirectly invested in Allreal
Holding AG:
Name
Number
of shares
Function
Dr. Thomas Lustenberger
Chairman of the Board of Directors
Dr. Ralph-Thomas Honegger
Vice Chairman of the Board of Directors
Peter Spuhler
Member of the Board of Directors
Bruno Bettoni
Chief Executive Officer
Hans Engel
2013
2012
6 381
6 381
100
100
266 000
–
16 797
16 327
Head of Investments/Divestments,
Member of Group Management
255
20
Roger Herzog
Chief Financial Officer,
Member of Group Management
724
470
Alain Paratte
Head of Real Estate,
Member of Group Management
194
–
Nigel Woolfson
Head of Project Development,
Member of Group Management
200
–
Head of Realisation,
Member of Group Management
61
–
Raymond Cron
The shareholding in the Helvetia Group, St. Gallen, in which Dr. Ralph-Thomas
Honegger holds the office of Chief Investment Officer (CIO) and member of the
Executive Management, is not included in the table.
The shares held by the members of the Board of Directors and the Group Man­
agement correspond to 1.82% of the share capital of the company (31.12.2012:
0.15%).
As at the balance sheet cut-off date, Raymond Cron holds CHF 0.02 million at
par of the 2.125% convertible bond 2009–2014, acquired in previous years.
17
Information on risk assessment
Internal precautions have been taken in order to ensure that the annual ac­
counts of Allreal Holding AG conform to the applicable accounting regulations
and to guarantee proper company reporting. These precautions relate to mod­
ern accounting systems and procedures as well as the preparation of the an­
nual accounts.
As holding company, Allreal Holding AG is mandated to manage the Allreal
Group, whose financial reporting is summarised in consolidated financial state­
ments. To this end, Allreal Holding AG relies on risk management and risk
assessment within the Group as disclosed in the 2013 consolidated financial
statements.
157
18
Contingent liabilities
As at 31 December 2013, guarantees and sureties to third parties in connection
with the financing of Allreal group companies amounted to CHF 802.5 million
(31.12.2012: CHF 781.5 million). Under the Swiss value added tax group taxation
arrangement, Allreal Holding AG is jointly and severally liable for all value
added tax obligations of the other Allreal Group companies.
Proposal regarding the appropriation of the balance sheet profit
The Board of Directors will submit to the annual general meeting the following
proposal regarding the appropriation of the balance sheet profit:
2013
2012
210.4
167.8
44.3
42.6
254.7
210.4
–4.7
0.0
250.0
210.4
CHF million
Carried forward from previous year
Net profit
Balance sheet profit as at 31 December
(at the disposal of the annual general meeting)
Allocation to general reserves
Brought forward to new account
The Board of Directors will propose to the annual general meeting of 28 March
2014 a distribution of capital of CHF 87.7 million by means of repayment of re­
serves from contribution of capital of CHF 5.50 per registered share.
2013
2012
Reserves from contribution of capital on 31 December
(at the disposal of the annual general meeting)
407.7
495.3
Payment of a distribution (CHF 5.50 per share)
–87.7
–87.6
Brought forward to new account
320.0
407.7
CHF million
The treasury shares of the company do not rank for distributions.
Under the proposed appropriation of profit, the distribution does not make
allowance for any new shares created through conversion (from conditional
capital).
The distribution for the 2013 financial year as determined by the annual general
meeting will be paid out to shareholders at the designated place of payment on
or after 4 April 2014 free of charge and without deduction of withholding tax.
Baar, 11 February 2014
On behalf of the Board of Directors:
Dr. Thomas Lustenberger, Chairman
158
Ernst
Ernst &
& Young
Young AG
AG
Maagplatz
Maagplatz 11
Postfach
Postfach
CH-8010
CH-8010 Zürich
Zürich
Telefon
Telefon
+41
+41 58
58 286
286 31
31 11
11
Fax
Fax
+41
+41 58
58 286
286 30
30 04
04
www.ey.com/ch
www.ey.com/ch
An die Generalversammlung der Allreal Holding AG, Baar
Zürich, 11. Februar 2014
An die Generalversammlung der
Bericht der Revisionsstelle zur Jahresrechnung
Allreal Holding AG, Baar
Als Revisionsstelle haben wir die Jahresrechnung der Allreal Holding AG, bestehend aus Bilanz,
Erfolgsrechnung und Anhang (Seiten 150 bis 158), für das am 31. Dezember 2013 abgeschlossene
Geschäftsjahr geprüft. Die Jahresrechnung der Allreal Holding AG für das am 31. Dezember 2012
abgeschlossene Geschäftsjahr wurde von einer anderen Revisionsstelle geprüft, die am 11. Februar 2013 ein
nicht modifiziertes
zu diesem Abschluss abgegeben hat.
Zürich,
11. FebruarPrüfungsurteil
2014
Verantwortung des Verwaltungsrates
Der Verwaltungsrat ist für die Aufstellung der Jahresrechnung in Übereinstimmung mit den gesetzlichen
Vorschriften
undRevisionsstelle
den Statuten verantwortlich.
Diese Verantwortung beinhaltet die Ausgestaltung,
Bericht
der
zur Konzernrechnung
Implementierung und Aufrechterhaltung eines internen Kontrollsystems mit Bezug auf die Aufstellung einer
Jahresrechnung, die frei von wesentlichen falschen Angaben als Folge von Verstössen oder Irrtümern ist.
Als
Revisionsstelle
haben
wir die Konzernrechnung
derund
Allreal
AG, sachgemässer
bestehend aus
Darüber
hinaus ist der
Verwaltungsrat
für die Auswahl
die Holding
Anwendung
Rechnungslegungsmethoden sowieKonzernbilanz,
die VornahmeKonzerneigenkapitalnachweis,
angemessener Schätzungen verantwortlich.
Konzerngesamtergebnisrechnung,
Konzerngeldflussrechnung
und Anhang (Seiten 64 bis 140), für das am 31. Dezember 2013
Verantwortung der Revisionsstelle
abgeschlossene
Geschäftsjahr
geprüft. unserer
Die Konzernrechnung
der Allreal Holding
AG
für das am 31.
Unsere Verantwortung ist es, aufgrund
Prüfung ein Prüfungsurteil
über die
Jahresrechnung
abzugeben.2012
Wir abgeschlossene
haben unsere Prüfung
in Übereinstimmung
mit dem
schweizerischen
Gesetz
unddie
denam
Dezember
Geschäftsjahr
wurde von einer
anderen
Revisionsstelle
geprüft,
Schweizer
vorgenommen.
Nach diesen
Standards
habenabgegeben
wir die Prüfung
11.
FebruarPrüfungsstandards
2013 ein nicht modifiziertes
Prüfungsurteil
zu diesem
Abschluss
hat. so zu planen
und durchzuführen, dass wir hinreichende Sicherheit gewinnen, ob die Jahresrechnung frei von wesentlichen
falschen Angaben
ist.Verwaltungsrates
Verantwortung
des
EineVerwaltungsrat
Prüfung beinhaltet
vonKonzernrechnung
Prüfungshandlungen
zur Erlangung von
Der
ist fürdie
dieDurchführung
Aufstellung der
in Übereinstimmung
mitPrüfungsnachweisen
den
für die in der Financial
Jahresrechnung
enthaltenen
sonstigen
Die Auswahl
der
International
Reporting
StandardsWertansätze
(IFRS), demund
Artikel
17 der Angaben.
Richtlinie betr.
Rechnungslegung
Prüfungshandlungen liegt im pflichtgemässen Ermessen des Prüfers. Dies schliesst eine Beurteilung der
(Richtlinie Rechnungslegung, RLR) der SIX Swiss Exchange und den gesetzlichen Vorschriften
Risiken wesentlicher falscher Angaben in der Jahresrechnung als Folge von Verstössen oder Irrtümern ein.
verantwortlich.
Diesedieser
Verantwortung
beinhaltet dieder
Ausgestaltung,
Implementierung
und soweit es für die
Bei der Beurteilung
Risiken berücksichtigt
Prüfer das interne
Kontrollsystem,
Aufrechterhaltung
eines
internen
Kontrollsystems
mit
Bezug
auf
die
Aufstellung
einer
Konzernrechnung,
Aufstellung der Jahresrechnung von Bedeutung ist, um die den Umständen entsprechenden
die
frei von wesentlichen
falschen Angaben
von Verstössen
oder
ist. Darüber
hinaus
Prüfungshandlungen
festzulegen,
nicht aberals
umFolge
ein Prüfungsurteil
über
dieIrrtümern
Wirksamkeit
des internen
Kontrollsystems
abzugeben.
Prüfung
zudem die
Beurteilung der
Angemessenheit der
ist
der Verwaltungsrat
für die Die
Auswahl
undumfasst
die Anwendung
sachgemässer
Rechnungslegungsmethoden
angewandten
Rechnungslegungsmethoden,
der Plausibilität
der vorgenommenen Schätzungen sowie eine
sowie
die Vornahme
angemessener Schätzungen
verantwortlich.
Würdigung der Gesamtdarstellung der Jahresrechnung. Wir sind der Auffassung, dass die von uns erlangten
Prüfungsnachweise
ausreichende und angemessene Grundlage für unser Prüfungsurteil bilden.
Verantwortung
der eine
Revisionsstelle
Prüfungsurteil
Unsere
Verantwortung ist es, aufgrund unserer Prüfung ein Prüfungsurteil über die Konzernrechnung
Nach unserer
Beurteilung
entspricht
dieinJahresrechnung
für mit
dasdem
am 31.
Dezember 2013
abgeschlossene
abzugeben.
Wir
haben unsere
Prüfung
Übereinstimmung
schweizerischen
Gesetz
und den
Geschäftsjahr
dem
schweizerischen
Gesetz
und
den
Statuten.
Schweizer Prüfungsstandards sowie den International Standards on Auditing vorgenommen. Nach
diesen
Standards haben wir
die Prüfungweiterer
so zu planen
und durchzuführen,
dass wir hinreichende
Berichterstattung
aufgrund
gesetzlicher
Vorschriften
Sicherheit
gewinnen,
ob
die
Konzernrechnung
frei
von
wesentlichen
falschen
Angaben
ist.
Wir bestätigen, dass wir die gesetzlichen Anforderungen an die Zulassung gemäss
Revisionsaufsichtsgesetz
(RAG) und die Unabhängigkeit (Art. 728 OR und Art. 11 RAG) erfüllen und keine mit unserer Unabhängigkeit
nicht Prüfung
vereinbaren
Sachverhalte
vorliegen. von Prüfungshandlungen zur Erlangung von
Eine
beinhaltet
die Durchführung
Prüfungsnachweisen
für Art.
die in
der Abs.
Konzernrechnung
enthaltenen
Wertansätze
und sonstigen
In Übereinstimmung mit
728a
1 Ziff. 3 OR und
dem Schweizer
Prüfungsstandard
890Angaben.
bestätigen wir,
dassAuswahl
ein gemäss
den Vorgaben des Verwaltungsrates
ausgestaltetes
internes
Kontrollsystem
für die
Die
der Prüfungshandlungen
liegt im pflichtgemässen
Ermessen
des Prüfers.
Dies schliesst
Aufstellung
der Jahresrechnung
existiert. falscher Angaben in der Konzernrechnung als Folge von
eine
Beurteilung
der Risiken wesentlicher
Verstössen
oder Irrtümern
der Beurteilung
dieser Risiken
berücksichtigt der
Prüfer
das interne
Ferner bestätigen
wir, dassein.
derBei
Antrag
über die Verwendung
des Bilanzgewinnes
dem
schweizerischen
Gesetz und densoweit
Statuten
und empfehlen,
die vorliegende
Jahresrechnung
Kontrollsystem,
es entspricht,
für die Aufstellung
der Konzernrechnung
von
Bedeutung ist,zu
umgenehmigen.
die den
Umständen entsprechenden Prüfungshandlungen festzulegen, nicht aber um ein Prüfungsurteil über die
Ernst & Young
Wirksamkeit
desAG
internen Kontrollsystems abzugeben. Die Prüfung umfasst zudem die Beurteilung der
Angemessenheit der angewandten Rechnungslegungsmethoden, der Plausibilität der vorgenommenen
Schätzungen sowie eine Würdigung der Gesamtdarstellung der Konzernrechnung. Wir sind der
Auffassung,
dass die von uns erlangten Prüfungsnachweise
eine ausreichende und angemessene
Daniel Zaugg
Christian Krämer
Zugelassenerfür
Revisionsexperte
Zugelassene Revisionsexpertin
Grundlage
unser Prüfungsurteil bilden.
(Leitender Revisor)


159
Information for investors and analysts
Details of the share and distribution to shareholders
In 2013, an overall performance of –8.6% was achieved with the Allreal share,
based on the market price of 31 December 2012. This performance comprises
the decrease in share price (–12.5%) and the distribution to shareholders (3.9%).
In the past three years, investors obtained an annualised overall performance of
4.3% (2011), 9.2% (2012) and 4.3% (2013) with the Allreal share, corresponding
to an average constant return of 1.4% p.a.
On 31 December 2013, the Allreal Group’s market capitalisation stood at CHF
1 964.7 million. As at the balance sheet date, consolidated equity came to CHF
1969.3 million, resulting in a premium (difference between the market price and
equity per share) of –0.2% (31.12.2012: 17.9%).
The Board of Directors will propose to the annual general meeting of 28 March
2014 a distribution of CHF 5.50 (unchanged from the previous year) per regis­
tered share in the form of a repayment of reserves from contribution of capital
(“capital contribution principle”).
The distribution amounts to 75.6 % of the net profit excl. profit from revaluation
effect, corresponding to a cash yield of 4.5%, based on the closing price of the
registered share on 31 December 2013.
Share price (indexed)
January 2013–December 2013
180
170
160
150
140
130
Allreal
160
150
160
140
130
SPI
SXI Swiss Real Estate Shares
30.12.2013
02.12.2013
01.11.2013
01.10.2013
02.09.2013
02.08.2013
01.07.2013
01.06.2013
02.05.2013
02.04.2013
01.03.2013
01.02.2013
01.01.2013
120
Key share data
2013
2012
797.1
Issued share capital on 31 December
CHF million
797.1
Approved capital on 31 December
CHF million
86.1
86.1
Conditional capital on 31 December
CHF million
134.8
134.8
Issued shares on 31 December
number
15 941 829
15 941 649
Treasury shares on 31 December
number
33 237
7 661
Outstanding shares on 31 December1
number
15 908 592
15 933 988
Annual average of outstanding shares2
number
15 912 684
15 481 040
Market price high
CHF
141.60
149.40
Market price low
CHF
120.80
134.00
Market price on 31 December (tax value)
CHF
123.50
141.10
CHF million
1 964.7
2 248.3
number
of shares
14 928
13 451
Market capitalisation on 31 December3
Average trading volume per day
(on-exchange)
umber of shares issued minus treasury shares
N
Average outstanding shares according to IAS 33
3 Market price on 31 December multiplied by number of outstanding shares on 31 December
1
2
Share statistics
Share type
Registered share
Par value per share
CHF 50
Securities number
883 756
SIX symbol
ALLN
ISIN
CH0008837566
Bloomberg
ALLN SW
Shareholder structure as at 31 December 2013
Number
of shares
Number
of shareholders
Number
of shares
%
6
4 627 807
29
100 001–478 254 shares
19
4 242 844
26
10 001–100 000 shares
115
2 836 526
18
7
>478 254 shares (>3%)
1001–10 000 shares
389
1 061 152
1–1000 shares
2 687
697 752
4
Total registered
3 216
13 466 081
84
2 475 748
16
15 941 829
100
Not registered
Total shares
54.9% of the share capital is owned by pension funds and insurance companies
and 9.1% by natural persons. A further 20.5% is owned by other legal entities as
well as investment funds, foundations and banks. 15.5% of the share capital has
not been submitted for registration in the share register. Foreign investors own
4.3% (registered shares).
161
2.00% bond issue 2013-2020
Allreal Holding AG issued a fixed rate bond of CHF 150.0 million in the third
quarter of 2013. CHF 148.9 million accrued to the company from the issue of the
2.00% bond 2013–2020 with payment date 23 September 2013 after deduction of
issuing costs.
Further information on the bond issue can be found on page 105 of the Annual
Report or in the issue prospectus of 12 September 2013.
2013
Market price high
%
102.15
Market price low
%
100.00
Market price on 31 December
%
101.90
CHF million
0.28
Average volume per recorded
trading day (on-exchange)
Price of 2.00% bond issue 2013–2020 (in percent)
23 September 2013–December 2013
103
102
101
2.00% bond issue 2013–2020
Amount of bond
Type of bond
Par value/denomination
Issue price
106
Coupon
Maturity104
Repayment
Securities number
102
SIX symbol
ISIN
100
98
162
30.12.2013
02.12.2013
01.11.2013
01.10.2013
19.09.2013
100
SBI Domestic Non-Government Index
CHF 150 million
Bearer bond
CHF 5 000
100.311%
2.00% p.a., payable annually on 23 September
7 years
On 23 September 2020 at par
22 213 665
ALL13
CH0222136654
2.50% bond issue 2011–2016
Allreal Holding AG issued a fixed rate bond of CHF 150.0 million in the second
quarter of 2011. CHF 148.6 million accrued to the company from the issue of the
2.50% bond 2011–2016 with payment date 12 May 2011 after deduction of issuing costs.
Further information on the bond issue can be found on page 105 of the Annual
Report or in the issue prospectus of 10 May 2011.
2013
2012
Market price high
%
106.65
105.80
Market price low
%
103.45
103.35
Market price on 31 December
%
104.50
104.75
CHF million
0.10
0.09
Average volume per recorded
trading day (on-exchange)
Price of 2.50% bond issue 2011–2016 (in percent)
January 2013–December 2013
110
108
106
104
2.50% bond issue 2011–2016
Amount of bond
Type of bond
Par value/denomination
Issue price
106
Coupon
Maturity104
Repayment
Securities
number
102
SIX symbol
ISIN
100
30.12.2013
02.12.2013
01.11.2013
01.10.2013
02.09.2013
02.08.2013
01.07.2013
03.06.2013
02.05.2013
02.04.2013
01.13.2013
01.02.2013
03.01.2013
102
SBI Domestic Non-Government Index
CHF 150 million
Bearer bond
CHF 5 000
100.45%
2.50% p.a., payable annually on 12 May
5 years
On 12 May 2016 at par
12 248 748
ALL11
CH0122487488
98
106
163
104
2.125% convertible bond 2009–2014
In the second half of 2009, a 2.125% convertible bond of CHF 200.0 million with
a term of five years was placed through a bookbuilding process. The issuing
costs amounted to CHF 4.7 million.
In 2011 and 2013, convertible bonds worth CHF 0.075 million were converted
into Allreal registered shares. The outstanding convertible bond thus amounts
to CHF 199.925 million par as at 31 December 2013.
Further information on the convertible bond can be found on pages 105 and 106
of the Annual Report or in the issue prospectus of 21 September 2009.
2013
2012
Market price high
%
104.30
105.10
Market price low
%
101.01
101.15
Market price on 31 December
%
101.10
104.10
CHF million
0.16
0.11
Average volume per recorded
trading day (on-exchange)
Price of 2.125% convertible bond 2009–2014 (in percent)
January 2013–December 2013
106
104
102
2.125% convertible bond 2009–2014
Amount of convertible bond
30.12.2013
02.12.2013
01.11.2013
01.10.2013
02.09.2013
02.08.2013
SBI Domestic Non-Government Index
CHF 199.925 million (originally CHF 200.0 million)
Type of convertible bond
Bearer bond
Par value/denomination
CHF 5 000
108
Issue price
Coupon
106
Maturity
Repayment
104price
Conversion
Securities number
102
SIX symbol
ISIN
100
98
164
01.07.2013
03.06.2013
02.05.2013
02.04.2013
01.03.2013
01.02.2013
03.01.2013
100
100%
2.125% p.a., payable annually on 9 October
5 years
At the latest on 9 October 2014 at par
CHF 135.89
10 553 767
ALL09
CH0105537671
Additional information on valuation
2013
2012
Invested capital1
CHF million
3 603.2
3 436.9
Average invested capital
CHF million
3 520.1
3 347.1
%
5.2
5.1
CHF million
3 302.4
3 055.0
5.8
5.1
%
75.6
83.3
Overall performance5
%
–8.6
Absolute performance6
%
Relative performance7
%
Earnings yield8
%
Return on invested capital (ROIC)2
Average investment real estate portfolio
Interest coverage ratio3
Payout ratio4
–12.5
–36.4
9.2
3.4
–14.3
6.2
4.3
Price/earnings ratio (P/E ratio)9
16.1
22.4
Market to book value10
99.8
117.9
19.6
21.0
EV/invested capital
Average EBITDA excl. earnings from revaluation
%
98.7
110.4
Free float11
%
65.0
65.0
All assets minus non-interest bearing liabilities and deferred tax credits
EBIT excl. revaluation gains in percent of average invested capital
3EBITDA excl. recovery of value corrections on projects and revaluation gains, divided by net financial expense
4 Payout to shareholders in percent of net profit excl. revaluation effect
5Payout to shareholders plus price change and proceeds from sale of rights from the capital increase in percent of price as at 1 January
6 Change in price in percent of price 1 January
7 Absolute performance minus percentage change in SPI since 1 January
8 Net profit divided by market capitalisation
9 Market price on 31 December divided by earnings per share incl. revaluation effect
10Market capitalisation divided by equity
11Issued shares minus shares tied under the pooling agreement
1
2
165
Information on investment real estate
Rest of
canton Zurich
City of Zurich
Other regions
2013
Total real estate
2013
2012
2013
2012
4
3
11
13
3
3
18
19
14
9
75
78
13
13
102
100
2012
2013
2012
Residential real estate
Number
Living space
000 m2
%
8.9
1.1
2.3
1.4
1.9
2.6
3.3
1.6
Rental income
CHF million
3.6
2.7
17.5
18.2
3.6
3.3
24.7
24.2
Earnings on property2
Vacancy rate1
CHF million
3.2
2.4
13.1
16.0
3.0
2.8
19.3
21.2
Gross return
%
4.8
5.2
5.2
5.4
6.1
5.9
5.3
5.5
Net yield3
%
4.1
4.6
3.9
4.9
5.0
4.9
4.1
4.8
Acquisition value
CHF million
65.7
45.5
278.8
283.9
54.5
54.5
399.0
383.9
Market value
CHF million
91.7
53.4
355.0
341.0
64.8
58.5
511.5
452.9
Average market value per prop­
erty
CHF million
22.9
17.8
32.3
26.2
21.6
19.5
28.4
23.8
CHF million
10.7
1.2
26.5
7.0
6.3
0.8
43.5
9.0
22
23
12
14
8
8
42
45
000 m2
259
262
137
110
59
59
455
431
Change in market value4
Commercial real estate
Number
Floor space
%
2.3
3.3
11.8
12.9
3.5
4.7
5.0
5.7
Rental income
CHF million
75.2
74.3
30.5
25.4
18.1
18.2
123.8
117.9
Earnings on property2
Vacancy rate1
CHF million
66.7
66.0
26.0
19.9
14.2
15.4
106.9
101.3
Gross return
%
5.8
5.7
5.4
5.5
5.6
5.6
5.7
5.7
Net yield3
%
5.2
5.3
4.6
4.3
4.4
4.8
4.9
4.9
Acquisition value
CHF million
1 155.9
1 192.0
568.0
489.0
330.9
329.7
2 054.8
2 010.7
1 225.9
1 299.2
552.8
456.6
320.0
322.2
2 098.7
2 078.0
Market value
CHF million
Average market value
per property
CHF million
55.7
56.5
46.1
32.6
40.0
40.3
50.0
46.2
Change in market value4
CHF million
–29.3
–1.7
–21.9
–7.6
–3.4
0.0
–54.6
–9.3
3
3
3
2
1
1
7
6
000 m2
32
32
25
23
1
1
58
56
Investment real estate under
construction
Number
Land area
Acquisition value
CHF million
616.8
411.9
174.3
186.4
25.5
11.5
816.6
609.8
Market value
CHF million
613.7
410.7
195.0
205.5
26.9
11.9
835.6
628.1
Change in market value4
CHF million
1.5
–19.4
16.7
11.0
1.0
0.5
19.2
–7.9
Investment volume
CHF million
645.0
606.0
276.0
276.0
29.0
30.0
950.0
912.0
I n percent of target rental income, cumulative as at cut-off date
Rental income minus real estate expenses
3 Rental earnings in percent of continued market value on 1 January
4 From revaluation 31 December 2013 versus 31 December 2012
1
2
166
Multi-year overview
Key financial figures (in CHF million)
Total sales
Earnings from rental and sale of investment real estate
Earnings from real estate management services
Earnings from Projects & Development division
Completed project volume Projects & Development division
2013
2012
1 242.3
1 086.1
886.1
726.9
624.1
146.2
122.1
124.7
120.6
119.7
2011
2010
2009
6.8
4.4
–
–
–
110.7
115.8
117.5
108.2
82.2
1 087.0
939.6
743.2
587.0
491.2
192.8
161.7
226.7
185.0
149.5
Operating profit (EBIT) excl. revaluation gains
184.7
169.9
182.0
171.5
143.0
Net profit incl. revaluation effect
121.8
97.5
146.8
116.4
88.6
Net profit excl. revaluation effect
116.1
104.6
115.0
106.1
83.1
Operating profit (EBIT) incl. revaluation gains
Cash flow from operating activities
157.6
72.2
–22.9
36.5
79.0
Cash flow from investing activities
–116.3
–203.2
–175.5
–52.4
–216.1
Cash flow from financing activities
–42.4
85.2
236.4
21.2
146.6
Total assets as at 31 December
3 994.7
3 928.4
3 700.5
3 283.5
3 077.2
Market value of investment real estate on 31 December
3 445.8
3 159.0
2 951.0
2 619.3
2 519.1
382.5
594.8
533.0
520.6
394.4
Balance sheet value development real estate as at 31 December
4.8
4.9
5.1
5.1
5.2
Operating margin Projects & Development division (%)
Net yield investment real estate (%)
40.8
46.7
55.6
54.7
40.5
Average interest rate on financial liabilities (%)
2.13
2.13
2.30
2.59
2.56
56
54
51
46
36
Average remaining term of financial liabilities (months)
Return on equity incl. revaluation effect (%)
6.3
5.5
9.2
8.2
7.1
Return on equity excl. revaluation effect (%)
6.2
6.0
7.6
7.9
6.7
Share of equity on 31 December (%)
49.3
48.6
43.6
47.7
41.5
Net gearing on 31 December (%)
80.8
80.6
98.7
84.1
115.2
1 964.7
2 248.3
1 863.3
1 859.6
1 394.8
2013
2012
2011
2010
2009
Market capitalisation on 31 December
Share (in CHF)
Earnings per share incl. revaluation effect
7.66
6.30
10.56
8.80
7.61
Earnings per share excl. revaluation effect
7.29
6.76
8.27
8.27
7.14
Payout per share
Net asset value (NAV) per share before deferred taxes on 31 December
5.501
5.50
5.50
5.50
5.00
130.90
125.80
125.45
120.85
119.70
Net asset value (NAV) per share after deferred taxes on 31 December
123.80
119.70
118.25
114.70
112.65
Market price high
141.60
149.40
148.00
138.30
131.70
Market price low
120.80
134.00
128.00
114.00
105.10
Market price on 31 December
123.50
141.10
136.50
136.20
123.00
Cash yield payout (%)
4.51
3.9
4.0
4.0
4.1
Payout ratio (%)
75.6
83.4
65.2
70.9
68.4
1
roposal of the Board of Directors to the annual general meeting of 28 March 2014
P
by means of repayment of reserves from contribution of capital
167
Glossary of real estate terms
Acquisition costs
Sum of all costs arising from acquisition of a property (purchase price, notary
and ownership transfer costs, commissions) and/or effective cost price of own
construction, plus cost of value-increasing investments and general refurbish­
ments.
Gross return
Calculated from rental income in percent of continued market value as at
1 January.
Earnings from sale of
Difference between effective sale price (sales proceeds) and most recently
reported market value, with due allowance for transaction costs in connection
with sale and any cash-out guarantees granted to seller.
investment real estate
Collection losses
and loss of income as a result
of rent-free periods
Sum of all rental default losses and expenses in connection with rebates offered
to existing or future tenants, rent-free periods etc., plus revenue losses due to
floor space vacancies during alterations.
Investment volume
Total site and construction costs (incl. capitalisable company-produced assets
and building loan interest) at cost.
Vacancy rate
Aggregate of all rental losses due to unlet/vacant premises in percent of target
rental income.
Earnings on property
Rental income minus expenses for management, operation, maintenance,
repairs and value-maintaining refurbishments. Denotes real estate earnings
before tax and borrowing costs (EBIT).
Market value
Estimated amount for which a property should exchange on the date of valua­
tion between a willing buyer and a willing seller after proper marketing, where
each party had acted independently, knowledgeably and without compulsion.
Market value is normally estimated by means of discounted cash flow (DCF)
method, with no allowance made for transaction costs.
Rental income
Sum of all revenue achieved in period under consideration (target rental in­
come) minus ground rent, vacancy losses and collection losses.
Net yield
Calculated from rental income in percent of continued market value as at
1 January.
Revaluation effect
Higher or lower valuation of investment real estate (yield-producing properties
and investment real estate under construction), compared to previous year's
balance sheet cut-off date, resulting from revaluation by external real estate
valuer, with allowance for resulting changes in deferred taxes (difference be­
tween market and acquisition value).
Target rental income
Sum of all revenue potentially achievable in period under consideration in case
of full letting, before deduction of ground rent, vacancy losses and collection
losses.
Maintenance and repair expenses
Sum of all costs borne by owner that arise from reinstatement of a property to
or maintenance of a property in its required condition. This also includes all
servicing costs.
168
Administrative and operating expenses
Sum of all costs incurred by owner through use of a property, excluding mainte­
nance and repair expenses. Administrative and operating expenses also include
all ancillary costs that are not recoverable from tenants, e.g. due to specific
provisions in rental contract.
The definitions of the above terms are based on Document D 0213 "Financial Benchmarks for Real Estate" ("Finanz für
Immobilien") issued by SIA (Swiss Society Engineers and Architects) and SVIT (Swiss Real Estate Association), 2005 edi­
tion.
169
Organisation and schedule
Structure and addresses
Allreal Holding AG
Allreal Finanz AG
Grabenstrasse 25, 6340 Baar
Allreal Home AG
Allreal Office AG
Allreal Toni AG
Allreal Vulkan AG
Allreal West AG
Apalux AG
Hammer Retex AG
Eggbühlstrasse 15, 8050 Zurich
Allreal Generalunternehmung AG
Eggbühlstrasse 15, 8050 Zurich
Viaduktstrasse 42, 4051 Basel
Zieglerstrasse 53, 3007 Bern
Gaiserwaldstrasse 14, 9015 St. Gallen
Hammertor AG
Hammer Retex AG
Sinserstrasse 67, 6330 Cham
Organisation chart
Allreal Group
Bruno Bettoni
Finance & Controlling
Roger Herzog
Investments/Divestments
Hans Engel
Real Estate
Alain Paratte
Projects & Development
Project Development
Nigel Woolfson
Communications
Matthias Meier
Hammer Retex Group
Realisation
Raymond Cron
Contacts
Schedule
Bruno Bettoni
Chief Executive Officer
T 044 319 12 37
F 044 319 15 35
[email protected]
Roger Herzog
Chief Financial Officer
T 044 319 12 04
F 044 319 15 35
[email protected]
Matthias Meier
Chief Communications Officer
T 044 319 12 67
F 044 319 15 35
[email protected]
170
HR
Barbara Tomezzoli
Annual general meeting 2014
28 March 2014, 4 p.m.
Kaufleutensaal
Pelikanplatz
8001 Zurich
Half-year results 2014
28 August 2014
Annual results 2014
26 February 2015
Annual general meeting 2015
17 April 2015
Share register
Responsibility for address changes and other changes in the share register lies
with:
SIX SAG AG
Baslerstrasse 90
P.O. Box
4601 Olten
T 062 311 61 20
F 062 311 61 92
[email protected]
Reporting by financial analysts
The Allreal Group is valued and analysed by the following banks, among others:
Zürcher Kantonalbank
Markus Waeber
Research, IRE
P.O. Box
8010 Zurich
T 044 292 26 94
[email protected]
Bank Vontobel AG
Pascal Furger
Equity Analyst
Dreikönigstrasse 37
8022 Zurich
T 058 283 77 25
[email protected]
UBS AG
André Rudolf von Rohr
Swiss Equities Research
Europastrasse 1
8152 Opfikon
T 044 239 16 57
[email protected]
Maerki Baumann & Co. AG
Rolf Frey
Head of Real Estate
Dreikönigstrasse 6
8002 Zurich
T 044 286 79 71
[email protected]
Investor Relations
Allreal Group
Eggbühlstrasse 2115
8050 Zurich
Roger Herzog
Chief Financial Officer
T 044 319 12 04
F 044 319 15 35
[email protected]
Matthias Meier
Chief Communications Officer
T 044 319 12 67
F 044 319 15 35
[email protected]
171
For further information on Allreal:
Allreal Group
Corporate Communications
Matthias Meier
T 044 319 12 67
F 044 319 15 35
[email protected]
www.allreal.ch
Further Annual Reports and the Annual Report in short form in German or
English can be ordered from the following address:
Allreal Group
Gabriella Tomezzoli
Eggbühlstrasse 15
T 044 319 11 11
F 044 319 11 12
[email protected]
The interactive Annual Report is available online in German and English at
http://ir.allreal.ch
Shareholders who, in place of the full Annual Report, wish to receive the
Annual Report in short form or opt not to receive any reports at all and would
only like to be sent the invitation to the annual general meeting may notify
the company accordingly at any time.
172

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