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BUILDING WEALTH
ZRICH
DSSELDORF
DALLAS
TULSA
Dear Reader,
Profitable real estate in a good location is essential as a component of a sound and viable asset
structure. It is also possible to secure a bit of Switzerland with such an investment, an opportunity
that must be seized today. On that note, we are pleased to present to you with this investment
ACRON HELVETIA VII Immobilien AG.
The investment company invests in an economically strong location with an enormous growth
potential. With the concept of this investment and the acquisition of the office real estate Portikon,
which has the Minergie-P certification in Glattpark in the economic area of Zurich, ACRON HELVETIA VII
Immobilien AG meets all the requirements of a successful capital investment. The property was
completed in the fall of 2009, and has already been fully leased, for example, to the pharmaceutical
groups Nycomed International Management GmbH and Baxter Healthcare S.A. It is currently the
largest property in Switzerland in accordance with the Minergie-P standard. Investors of ACRON
HELVETIA VII receive a distribution of, initially, 6.25 percent p.a., which then rises to 6.50 percent p.a.
In the construction of the property, the project developer HOCHTIEF Development Schweiz AG used
alternative sources of energy, and thus realized savings. The investment property was built in a
resource-saving manner and will consume over its lifetime significantly fewer primary resources
and/or produce lower energy costs than comparable office properties. Thus, in the construction
process synergies were achieved, which will benefit both the tenants through lower energy costs
and the environment through decreasing emissions. At the same time the quality and efficiency of
the property was increased, which contributes to maintaining and increasing the value of the project
for investors.
With the proven concept of ACRON HELVETIA VII we offer potential investors another traditional, safe
and transparent investment product. Arguments such as widest possible protection against Inflation,
regular income and good and long-term performance potential are characteristic of this investment.
In Addition, we can share with you our expertise in the real estate sector and our experience of 28
years. Being a family company, our long-term focus is on success - unlike companies that are run by
managers and whose executives may often change. Built in 1981, we are continuing on responsibly
and persistently. We had already initiated 22 U.S. investments by the time we prepared our first Swiss
investment. This present investment opportunity represents our seventh opportunity to invest in the
Swiss real estate market.
We thank you for your interest.
Zurich, June 30, 2010
Klaus W. Bender
Delegate of the Board of Directors
Kai Bender
Managing Director
preface
This Private Placement Memorandum for the investment offered, ACRON HELVETIA VII Immobilien AG, was
prepared by ACRON AG, Zurich (hereinafter referred to as ACRON). The investment company is registered
with the Commercial Court of the Canton of Zurich under the number CH-660.7.854.008-8.
This prospectus seeks to inform, to the best of the knowledge of the publisher and those responsible,
interested investors/customers accurately and fully on all the substantial factors that are essential to
deciding for or against a shareholder investment in ACRON HELVETIA VII Immobilien AG.
Any investment in ACRON HELVETIA VII Immobilien AG shall be based solely on this present prospectus.
The publisher of this prospectus shall not be held liable for any deviating or additional information made
by any third party, particularly information related to the facilitation of the investment.
As initiator of this investment, ACRON AG reserves the right to change, supplement or limit the data
contained in the information part as well as the right to withdraw the offer without notice.
The issue of shares in such real estate investment abroad is subject to the investment-specific and taxrelated regulations in effect in such overseas jurisdictions. Investors who are American citizens or investors
who are subject to U.S. federal income tax are recommended to consult a tax advisor before purchasing
the participation shares.
The investor confirms that he or any other person(s) whose account he acts for each have
bankable assets of at least CHF 2 million net or fall into another category of qualified investors
under section 10 para. 3 KAG (Swiss Collective Investment Schemes Act CISA).
For US Investors:
The shares are being offered only to persons who are accredited investors as defined by the
US Securities and Exchange Commission, Regulation D. The shares have not been registered
under US federal or state securities laws in reliance upon Section 4(6) of the Securities Act of
1933, Regulation D and other applicable exemptions from registration. The shares may not be
resold or transferred in violation of applicable US federal or state and other applicable securities laws.
I N F O R M A T I O N O N T H O S E RE S P O N S I B L E F O R T H E PR O S PEC T U S
contents
Preface .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Information on those responsible for the prospectus . 4
The offer - an overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Your partner ACRON .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 4
Track Record .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 0
Restaurant Graf Z .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5
Liquidity Forecast .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 4
Risks .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 0
Fiscal aspects .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 2
Contractual and legal aspects .. . . . . . . . . . . . . . . . . . . . . . . . . . . 6 4
Contractual partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 0
Articles of incorporation/association and bylaws
of ACRON HELVETIA VII Immobilien AG .. . . . . . . . . . . . . . 7 3
Global certificate of share capital .. . . . . . . . . . . . . . . . . . . . . . . 7 8
Guidelines for investment .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 9
c ont e nts
th e O f f e r - a n O v e r v i e w
Property data
The investment property is an office property in Glattpark in Zurich-Opfikon. The property was built on a
site area of approximately 71,278.62 square feet. The rentable area is about 202,374.65 square feet,
which has already been fully leased to the pharmaceutical companies Nycomed International Management
GmbH (hereinafter also Nycomed) and Baxter Healthcare S.A. (hereinafter also Baxter) as well as, to a
lesser extent, to the restaurant operator Graf Z, HOCHTIEF Facility Management Swiss AG (hereinafter
also HTFM) and HOCHTIEF Development Schweiz AG.
Real estate Company
Registered office
Seller
Type of property
Office property
Property address
Year built
2009
Land area
Total area of
of which
outer surface
community area
Parking spaces
Energy standard
th e O f f e r - a n O v e r v i e w
Tenant
The company is engaged in the manufacture and trade of medical devices and
pharmaceutical products. In 2009, the company employed 140 people in Switzer
land. For the purpose of expansion, Baxter set up its headquarters on the property
presented herein and expects to employ 220 230 people on site. Its parent
company is Baxter Healthcare Corporation, based in Deerfield, Illinois, U.S. The
group of companies is active worldwide in over 110 countries and employs about
48,000 people in total. The investment property Portikon will serve as its
European headquar ters.
Contract period 10 years plus two options, each five years.
Rent
th e O f f e r - a n O v e r v i e w
Tenant
Graf Z AG (5.35%)
Triple-Net contract
Indexing
Tenant
Contract period
4 years
Rent
Utilities
Triple-Net contract
Indexing
Tenant
th e O f f e r - a n O v e r v i e w
CHF 55,000,000
CHF 54,900,000
CHF
100,000
CHF 87,000,000
CHF 142,000,000
61.3%
100.0%
CHF 135,045,000
CHF 6,955,000
CHF 142,000,000
95.1%
4.9%
100.0%
38.7%
Further details regarding use of issue proceeds can be found in the chapter Financing and investment plan.
Distribution
Shares entitle shareholders to a pro-rated share in the expected distributions of the company. Between
2010 and 2013, they are expected to amount to 6.25 percent p.a. in relation to the issue price of the
shares and then rise to 6.50 percent p.a. from 2014. Distributions are not guaranteed, but dependent on
the business performance of the company. The company will issue distributions for the first time on
August 31, 2010. Until at least 2024 the distributions will be tax-exempt for investors. Earliest from 2024,
the distributions will consist in part of the payment of a dividend (taxable).
Minimum investment
The minimum amount subscribed for an investment in ACRON HELVETIA VII is 1,000 shares,
i.e., CHF 100,000.
10
th e O f f e r - a n O v e r v i e w
Transparency
The investor will be kept fully informed about his investment by means of a 15-year distribution forecast,
the revenue and expenses of the investment company contained therein, detailed accounts of all contracts
concerning the investment, etc. The investor is thus able to make investment decisions based on
transparent information.
Risks
In particular, the investment is subject to the typical risks associated with the leasing, maintenance and
sale of real estate. Potential investors are requested to read, in particular, the comments under the
heading Risks carefully.
Selling restrictions
The shares of ACRON HELVETIA VII are not authorized for public subscription and are only offered to
qualified investors in Switzerland and Germany, pursuant to CISA (in particular section 10. paragraph 3
CISA). For this reason, ACRON HELVETIA VII is not a SICAF as defined in CISA and is, therefore, not
subject to FINMA oversight pursuant to CISA. It is intended to issue a share of no more than 45 percent
of the nominal share value and/or voting rights to investors in Germany who are fully taxable. The term
qualified investor includes, for example, wealthy private individuals who confirm in writing that they
have direct or indirect financial holdings of at least CHF 2 million net at the time of the acquisition. The
investor therefore certifies to the Partnership that it is an accredited investor under applicable laws
including the laws of the United States of America.
th e O f f e r - a n O v e r v i e w
11
This private prospectus is not a prospectus pursuant to section 652a of the Swiss Law of Obligations
(OR) or a prospectus of listing particulars under section 32 of the Stock Exchange Listing Regulation of
the SWX Swiss Exchange and therefore does not meet the standards of information contained therein.
Property quality: Portikon is today the largest property in Switzerland certified according to the
Minergie-P standard (similar to LEED gold certification).
Tenant: Mix of reputable tenants with two companies as main tenants with a strong credit rating.
Investment designed for international investors.
Closed property investment in the legal form of a Swiss Aktiengesellschaft (company limited by
shares or stock corporation).
Tax optimization: Largely tax-free distributions thanks to ACRON investment concept.
Dividend return in the first years (until 2024) is tax-free.
Investors of ACRON HELVETIA VII receive a distribution of, initially, 6.25 percent p.a., which then
rises to 6.50 percent p.a.
Stock-exchange listing following placement: The shares of ACRON HELVETIA VII are to be open to
the public following placement of all shares and, thus, also to non-qualified investors as well as to
be listed on the BX Berne eXchange.
An investment that is 100 percent transparent: This way, transparency of the investment property
is maintained, including all the pertinent valuation criteria such as lease and purchase agreements,
property valuation, other valuation factors and financing loans.
No liability of the investor.
ACRON, as Manager, is responsible for fully protecting the interests of the shareholders:
Administration of the investment company by carrying out the tasks of management; facilitymanagement controlling, responsibility for renewal of lease agreements as well as for asset
management. The fixed investment parameters can be changed only by the Shareholders Meeting
by a qualified majority.
ACRON as a second-generation family business:
Kai Bender, CEO of ACRON AG, Zurich, Switzerland,
Peer Bender with Oliver Weinrich, management of ACRON GmbH, Dsseldorf, Germany,
Long-term leadership situation without frequent changes in leadership.
Monitoring the application of funds: German bank.
12
th e O f f e r - a n O v e r v i e w
attractive design
th e O f f e r - a n O v e r v i e w
13
ACRON HELVETIA I
Riedpark, Neerach
(verussert 2006/2007)
ACRON HELVETIA I
Bro- & Logistikimmobilie,
Waser, Buchs
ACRON HELVETIA V
Fiege Logistik- und Broliegenschaften,
Mnchenstein
ACRON HELVETIA IV
Radisson Blu Hotel, Zrich Flughafen
(verussert 2009)
ACRON HELVETIA I
LSG Skychefs, Rmlang
(verussert 2008)
Basel
Zrich
ACRON HELVETIA I
Brogebude Sdpark Zuchwilerstrasse,
Solothurn
Solothurn
Luzern
ACRON HELVETIA VI
Bro- & Logistikimmobilie
Andreas Messerli AG, Wetzikon
Nfels
Glarus
Bern
Lausanne
Saanen
St. Moritz
Genf
Your partner
ACRON
ACRON HELVETIA IX
Fachmarktzentrum Nfels,
Nfels
Zermatt
ACRON HELVETIA II
Viersternehotel Steigenberger,
Gstaad-Saanen
Como
As initiator of indirect real estate investments, the ACRON Group has been active in private capital
investments for almost 30 years. The company has been domiciled in Switzerland for over 20 years, and
since then it has realized eight real-estate investments in Switzerland. The Swiss parent company
ACRON AG has subsidiaries in Germany and in the southwest of the United States. Klaus W. Bender
founded the company in 1981 and is Delegate of the Board of Directors of ACRON AG, while Kai Bender
was appointed Managing Director in 2009. Peer Bender and Oliver Weinrich manage the affairs of ACRON
in Dsseldorf. With its total of 40 employees, ACRON takes care of all the tasks and responsibilities
relating to the concept and realization of real estate projects, including property and investment
Management, as well as managing the various real-estate investment companies in Switzerland and the
U.S. This allows for quick responses to trends and developments in the investment markets as well as
significantly reduced owners costs. With this present Investment, the Swiss portfolio now numbers nine
companies, which, taken together, comprise a market value of CHF 467 (US-$ 405) million. Together with
the 32 investment companies in the United States, the transaction volume realized so far by ACRON
amounts to CHF 743 (US-$ 611) Million.
The core of each ACRON investment is the real estate asset value. Accordingly, the company handles
investments in properties already acquired by the investment company. For each newly acquired property,
a company is set up. The investments are tailored to the requirements of sophisticated Investors, and
provide ongoing transparency. Three Swiss investment companies are already listed on the Berne stock
market BX Berne eXchange, and more will follow.
14
y ou r P a r tn e r a c r on
y ou r P a r tn e r a c r on
15
100%
100%
99%
1%
ACRON (USA) L.P., Tulsa/OK, Dallas/TX
US L.P.s
ACRON HELVETIA i
Immobilien AG
ACRON HELVETIA iI
Immobilien AG
ACRON
Boston Place L.P.
ACRON
2500 Penn L.P.
ACRON HELVETIA iV
Immobilien AG
(Management)
ACRON
Shiloh Square L.P.
ACRON
21 Lewis Plaza L.P.
ACRON HELVETIA V
Immobilien AG
ACRON HELVETIA Vi
Immobilien AG
ACRON
16 Centre Plaza L.P.
ACRON
One Summerside Place L.P.
ACRON
Kings Park L.P.
ACRON
Preston North L.P.
ACRON
Valley Centre L.P.
ACRON
Parkway Commons L.P.
ACRON
Reserve at Westchase L.P.
ACRON
Triad I L.P.
ACRON HELVETIA IX
Immobilien AG
ACRON
Stonebriar Commons L.P.
16
y ou r P a r tn e r a c r on
Release: January 1, 2010
ACRON HELVETIA II
Investment
volume
in CHF
Dividends,
accumulated until
end of 2009, in %
Target Actual
Dividends
average
in % p.a.
Company
Investment Property
ACRON HELVETIA I
Immobilien AG (2000)
ffice-/Logistics Property,
O
Buchs, Zurich
Office building Sdpark, Solothurn,
Solothurn
34,259,445
57.30
52.30
5.81
ACRON HELVETIA II
Immobilien AG (2005)
4* Hotel Steigenberger,
Gstaad-Saanen, Berne
28,200,000
30.00
30.00
6.00
27,200,000
25.00
22.25
5.56
154,350,000
Sold
18.72 (IRR)
Forecast for
15 years
ACRON HELVETIA V
Immobilien AG (2010)
27,100,000
Forecast
2010
ACRON HELVETIA VI
Immobilien AG (2009)
18,800,000
6.50
(in August
2010)
142,000,000
6.25
(in August
2010)
6.29
First
distribution
August 2011
Forecast for
15 years
6.75
First
distribution
August 2011
6.53
6.29
6.92
6.53
35,000,000
Forecast
2010
6.50
6.67
y ou r P a r tn e r a c r on
17
Mixed forms
indirect /
(enterpreneurially-minded Investments.
acron Helvetia-investment
(outsourced Management. Investor in- NOT real estate Investments in the true
sense)
vests in respective real estate company)
PRIVATE PLACEMENT
Qualified Investor Fund QIF
Public placement
Exchange Quotation
ACRON HELVETIA iV
(ACRON L&R) Immobilien AG
ACRON HELVETIA i
Immobilien AG
ACRON HELVETIA V
Immobilien AG
ACRON HELVETIA iI
Immobilien AG
ACRON HELVETIA VI
Immobilien AG
By contrast, indirect investments such as those of the ACRON HELVETIA series, are transparent and can
be assessed with respect to investment content and the resulting risk for the entire term of the investment.
Once the investors have joined, the property inventory of a corresponding risk situation can and will be
18
t r a ns p a r e n c y
changed by the company only after consulting the investors and only with the approval of a majority of
them. It is clear, therefore, that the investor has taken a reliable investment decision for the medium to long
term, which will have to be diversified. After all, with each Investment, the investor participates in a property
selected by him. It is recommended that the investment capital be spread among further alternative
investment opportunities. Transparency, however, must be maintained in order to be able to respond to
different trends in different ways. The more investments in dissimilar properties there are (location, type of
use, lease constellation), the lower the risk.
I n v e stm e nt c on c e p t
19
Track record
In the past nearly 30 years, ACRON has planned and implemented over 40 real-estate
investments. The track record illustrated in tabular form includes all holdings from 1997.
Supermarket in Daytona, FL
Supermarket in Lawrence, KS
Supermarket in Oklahoma-City, OK
Shoppingcenter in Dallas, TX
20
track record
Hotel in Gstaad-Saanen, BE
T he investment company ACRON HELVETIA I Immobilien AG was founded in 2000. The real-estate properties
held by the company at that time were sold in 2006 and 2008, respectively. The properties currently held were
acquired in 2007 and 2008, respectively.
Twelve U.S. properties (mainly supermarkets) were acquired by ACRON in the years 1988 to
1996. They achieved for the then-investors an average distribution yield of 10 percent p.a. Since
the success of those investments is not suitable for assessing todays management performance,
however, only the investments initiated since 1997 will be explained in greater detail herein.
2)
Purchase
Sale
Holding period
in years
Equity
in US-$
1997
2006
940,000
2,365,000
3,250,000
1997
2008
11
1,597,000
4,182,918
5,500,000
1997
2006
1,010,000
1,807,000
1,475,000
1997/1998
2001/2003
1,675,000
4,918,656
6,800,000
1998
2009
11
510,500
1,440,000
2,047,445
1999
2005
950,000
3,235,000
3,850,000
2003
2004
1,000,000
1,578,656
3,400,000
Purchase
Sale
Holding period
in years
1996
--
--
965,000
896,000
1998
--
--
1,650,000
5,031,925
1999
--
--
2,225,000
8,213,028
2000
--
--
1,710,010
4,045,000
2001
--
--
1,106,000
3,180,000
2001
--
--
1,400,010
3,240,000
2003
--
--
4,310,000
9,500,000
2004
--
--
4,850,000
7,425,000
2004
--
--
5,600,000
8,825,000
2005
--
--
5,565,000
12,450,000
2005
--
--
6,720,000
14,400,000
2006
--
--
14,850,000
34,550,000
2009
--
--
3,700,000
3,500,000
Purchase
Sale
Holding Period
in years
2007/20081)
--
--
2005
--
2005
Equity
in US-$
Equity
in CHF
Purchase volume
net in US-$
Sales volume
net in US-$
Purchase volume
net in US-$
Purchase volume
net in CHF
IRR at Sale
in % p.a.
7,781,970
31,900,000
--
--
10,350,000
24,220,000
--
--
--
8,200,000
23,665,885
--
2005
2009
35,350,000
137,174,721
18.72
2009
--
--
12,100,000
24,150,000
--
2009
--
--
7,800,000
17,000,000
--
2009
--
--
55,000,000
127,000,000
--
2009
--
--
13,500,000
31,500,000
--
quity capital was provided by means of a subordinated investor loan. In 2009, the initial investor of ACRON
E
HELVETIA IV sold its investment to an institutional investor and realized an annual return (IRR) of approximately
19 percent. Even after the sale of the company, which has since been renamed, ACRON AG continues to be responsible for its management.
track record
21
SWITZERLAND AS A PLACE
FOR INVESTM ENTS
Political stability, liberalization of the legal framework, an appropriate tax regime, largely positive economic
trends and favorable financing/earnings conditions are characteristic of Switzerland and attractive to
international investors. Their demand for investment properties in Switzerland is expected to increase
further, because by international comparison, the financial market of Switzerland has weathered the
crisis well.
22
Excellent infrastructure
Flexible workforce
S w it z e r l a n d a s a p l a c e f o r in v e stm e nts
213
Political stability 1)
Employer-employee agreement 2)
P
ersonal safety Berne,
Geneva, Zurich 6)
Work motivation 1)
R&E expenditure 1)
Purchasing power Geneva 7)
Quality of life Zurich 5)
Competitiveness 2)
L abour market: international
experience 1)
A
ttractive for highly-skilled
workers from abroad 1)
Quality of infrastructure 2)
Health infrastructure 1)
Purchasing power Zurich 7)
N
obel prizes per million
inhabitants 1)
Sources:
IMD World Competitiveness Yearbook 2009; The Global Competitiveness Report 2009-2010; Global Summary Innovation Index (GSII); Euromoney 2008; Mercer Survey. Quality of Living
Global City Rankings 2009; Mercer Survey. Quality of Living Global City Rankings 2008; UBS. Prices and Wages: A comparison of purchasing power around the world. March 2008
S w it z e r l a n d a s a p l a c e f o r in v e stm e nts
23
Switzerland
2006
2007
2009
2010P
2011P
3.6
3.6
1.8
2008
1.5
2.5
2.1
3.1
2.8
0.5
4.0
1.5
2.2
Germany
3.4
2.6
1.0
4.9
1.6
2.2
France
2.4
2.3
0.3
2.2
1.7
2.2
Italy
2.1
1.4
1.3
5.1
1.1
2.1
Great Britain
2.9
2.6
0.5
5.0
1.5
2.7
USA
2.7
2.1
0.4
2.4
3.0
3.0
Japan
2.0
2.4
1.2
5.0
2.0
1.4
EWU
While at the end of 2008 and throughout 2009 the forecasts were often revised downward, nowadays we
see the reverse in terms of the gross domestic product (GDP). Although there are divergent forecasts for
2010, they consistently show upward trends and indicate that a significant recovery is in sight. For
example, Credit Suisse expects to see economic growth of 0.9 percent in 2010 (previously 0.6 percent),
while UBS, according to its latest estimate in April 2010, even speaks of an increase of 2.5 percent
(previously 2.0 percent). The estimates of other forecasters fluctuate between 1.2 and 1.7 percent.
24
S w it z e r l a n d a s a p l a c e f o r in v e stm e nts
The Swiss real estate market is surprisingly resilient in light of the crisis. The financial crisis has had a
generally moderate impact on the number of sales and thus on the prices of land and real estate.
S w it z e r l a n d a s a p l a c e f o r in v e stm e nts
25
26
M a c r o lo c a tion M e t r o p olit a n a r e a o f z u r i c h
M a c r o lo c a tion M e t r o p olit a n a r e a o f z u r i c h
27
28
M a c r o lo c a tion M e t r o p olit a n a r e a o f z u r i c h
Glattpark
The district Glattpark, located in the north of Zurich, has seen dynamic growth for years. When it was
created, the originally separate villages and neighborhoods came together more and more to form a
functionally connected urban network. As a result, mobility needs increased steadily, resulting in the
development of a new and far-reaching traffic route, the construction of the Glattalbahn rapid transit
system. Glattpark, due to its location, its proximity to the airport and its tax advantages, is a preferred
business location for companies.
M i c r o lo c a tion Gl a tt p a r k , Zu r i c h - O p f i k on
29
Its history goes back to the 20th century when the area was set aside for the creation of an inland port.
New plans became more specific with the design of a landing site for zeppelins. The explosion of the
Hindenburg in 1937, however, put an end to this plan.
Infrastructure
The most innovative and most important traffic engineering development of the location has been the
construction of the Glattalbahn rapid transit system, which has four stops in Glattpark alone. To this one
must add highway connections to Berne, Basel, St. Gallen and Chur. The train stations Oerlikon and Opfikon
complete the supply of uncomplicated and short labor and travel routes. This advantageous infrastructure
makes Portikon a prime location that is easy to reach.
Thanks to the modern Glattalbahn rapid transit system. Portikon is linked by public transit to the city of
Zurich, the airport Zurich-Kloten and the surrounding municipalities. The close proximity to the bus stop
at the main entrance of the property and the stop of the Glattalbahn at Thurgauerstrasse render Portikon
easily accessible within ten-minute intervals. The airport is nine minutes away, and Zurichs city center
about 15 minutes.
30
M i c r o lo c a tion Gl a tt p a r k , Zu r i c h - O p f i k on
M i c r o lo c a tion Gl a tt p a r k , Zu r i c h - O p f i k on
31
>
City
Z
<
S-
Flughafen
Thurgauerstrasse
7
Bahn
3
6
rcher
5
4
Boulevard
(mit Weiterfhrung ab 2010)
9
10
Vicinity of Glattpark
1. Textil & Mode Center TMC 3
2. Credit Suisse: Galleria building
3. NOVOTEL
4. ACRON HELVETIA VII: Portikon
32
5. Karl Steiner AG: Cockpit
6. Allreal: Lightcube of Kraft Foods
Europe
7. Premium car dealer Schmohl
8. Glattalbahn Line 10
11
Opfikerpark
12
9. Glattalbahn Line 11
10. Swiss head quarter of Pfizer AG
11. residential development Glattbach
12. swiss television
A first construction phase Glattpark
B second Construction Phase Glattpark
33
THE PROPERTY
The investment property Portikon is located in the district Glattpark, Zurich-Opfikon. Thus, it is located
directly between the airport Zurich-Kloten and the Zurich city center. Within Switzerland it is the largest
property certified according to the Minergie-P standard. Its name Portikon goes back in the history of
Glattpark. The syllable Port indicates the inland port that was to be built here in 1920, but was not, while
the suffix -ikon is taken from the city name Opfikon.
Portikon opens to Thurgauerstrasse with a spacious lobby. The office building was built as a four-core
concept with a large, covered courtyard (atrium), to which the lobby leads. The central, light-filled atrium
provides all floors with light for well-lit workplaces, openness and transparency. Two elevators per core
(real estate section) allow for a decentralized mode of transport close to the offices. Together with a
delivery elevator, there is a total of eleven elevators. The ground floor houses the meeting and conference
rooms of the main tenant Baxter Healthcare.
Looking after the physical well-being of employees and visitors, there is the restaurant Graf Z, which is
accessible from the atrium and the outside. Thanks to the integrated opportunity for lunch breaks or holding
business lunches, Portikon tenants and visitors from surrounding buildings derive a substantial added value.
Portikon is characterized by an identity-creating architecture and stands out as an office property from among
the other buildings. The facade covered with aluminum elements lends the building an elegant and wellstructured form. For tenants there are designated glass surfaces on the facade where they can affix their
corporate logos. On the attic floor there are spacious roof terraces accessible from the related rental spaces.
The major component, both of the outer and the inner facade, is glass, creating the propertys characteristic
open feel. The balustrades from the first upper to the attic floor consist of aluminum elements. All windows are
equipped with automatic shutters, allowing sunlight to be blocked whenever necessary.
34
The property
The concept Convenience at Work, developed by HOCHTIEF Development Schweiz, and implemented
at Portikon, includes finished rental spaces including lighting. This also serves to ensure the building and
energy standard Minergie-P and creates added value for the tenants and thus for the 600 800 people
working here. By adding attractive elements, a comfortable working environment full of amenities is
created here, in addition to the modern, air and light-flooded building shell. The spatial concept allows for
flexible subdivisions of up to 10,500 square meters, which can be used to create self-contained individual
offices, large-scale communication zones or conference and presentation rooms. The four-core concept
in conjunction with the access control system ensures a high degree of privacy and security. The generous
height of three meters and Tab-Silent fields in the ceilings provide for a pleasant working atmosphere and
excellent acoustics. The gentle heating and cooling system is based on concrete core activation.
The energy for heating the building is obtained from the district heating network. Cooling is provided, for
example, by a 1,100-square-meter photovoltaic system on the roof. By minimizing electromagnetic radiation
within the building, an acceptable and pleasant work environment was created. Portikon was built
according to the requirements of the Passive House standard Minergie-P and built in line with the
sustainability principles of the 2,000-Watt Society. Minergie-P buildings are based on the technical
optimum, and guarantee low energy consumption while maintaining comfort. They are also characterized
by low specific heat requirements, low-weighted energy indicators for ventilation, heating and hot water
as well as the high air-tightness of the building shell.
As part of the security concept, Portikon was equipped with a modern access and locking system. By way
of code cards that can be used only in designated authorization areas, employees enter the building and
head to their offices. During regular opening hours, visitors can enter the building only through the two
revolving doors at the main entrance. Visitors who want to access the tenant areas must first notify the
tenant in question directly via the intercom. The tenants Baxter and Nycomed have separate reception
areas in the lobby staffed by their own employees.
The property
35
36
The property
Overall, Portikon comes with 144 car parking spaces. They are secured with a barrier at the entrance.
Parking is accessible via the tenants code cards or, for visitors, via the intercom.
In addition to a central delivery area (shipments to and from the building) behind the building, Portikon
also has an additional gate to access the courtyard.
Divisions
Main rentable space
Exterior floor space
Common areas
Lobby
Spaces sqm
656.40
1,968.27
211.94
Storage/basement
1,351.91
Restaurant area
(728.51)
TOTAL
Notes
14,612.70
18,801.22
The property
37
Not only experts such as real estate developers, architects, engineers and technicians are
dealing increasingly with sustainable construction, but politicians as well. Regulations, tax
incentives and measures to accelerate project approvals are the tools governments use to
incentivize and promote sustainability.
Investing in sustainable buildings will pay off, both for tenants and investors. In addition to
higher returns, this offers an environmental and social added value. Tenants will benefit in the
implementation of known standards like Minergie in Switzerland or LEED in the United States
from lower operating costs, lower energy costs, healthier/higher-performance jobs, image
promotion and the fact that workers will find such workplaces more attractive.
For investors this opens up interesting investment opportunities, as the value differential
between sustainable and normal real estate will increase. According to studies, higher
market values in resales of 7-16 percent are, indeed, possible. Because of the increased initial
construction costs of such property, tenants must be found who are willing to pay a premium
for the added value they are offered (or included in the rent).
38
The property
th e p r o p e r t y
39
TENANTS
The tenants of the property Portikon, as of June 30, 2010, are Nycomed International Management GmbH,
Baxter Healthcare S.A., Graf Z AG and HTFM as well as HTD Schweiz AG. Together, they rent 100 percent
of the total rentable area. The energy standards implemented in the construction process will benefit all
tenants, as energy consumption will remain far below the average, thus resulting in lower utility costs regardless of any future development in energy prices.
The tenant Nycomed International Management GmbH (approximately 44.72 percent of the total area)
has leased its area for a term of ten years to December 31, 2019. Two renewal options of five years each
and a 100% indexation have been agreed. To Secure the rent, the tenant has agreed to deposit a bank
guarantee equal to one half the annual rent, including advance utilities payments, in the amount of
CHF 2,004,036.84 with Credit Suisse. The tenant has a one-time special right of termination as of
December 31, 2014, which will be subject to a walk-away penalty equivalent to a years worth of net rent.
Another tenant of Portikon is Baxter Healthcare S.A., which has signed a lease for a term of ten years to
Oktober 31, 2019, including two renewal options of five years each. The rent is fully indexed on the basis
of the Swiss national index of consumer prices. As with Nycomed, to secure the rent, a bank guarantee
equal to one half the annual rent in the amount of CHF 1,944,977.38 was deposited by the tenant with
UBS AG Zurich. Upon the companys moving in, Portikon will serve as the European head office of Baxter
HealthcareS.A.
The company Graf Z AG is the operator of the restaurant Graf Z and the third tenant of Portikon. The lease
term is also ten years until September 2019, where the rent is dependent on the utilization of the property.
As the on-site facility manager, HOCHTIEF Facility Management Swiss AG has leased, since August 1, 2009,
an area of just under 160 square meters (including basement and an employee parking lot). The term of
this lease corresponds to the duration of the facility management services contract entered into with it
and will run until July 14, 2013.
40
t e n a nts
t e n a nts
41
Tenant
Rent CHF
sqm/p.a.
Part
in %
Return of
Rent CHF
Nycomed
7,844.32
410.00
563.27
125.00
44.71
65
2,280 3,434,779.95
Baxter S.A.
8,133.44
447.72
504.34
150.00
45.94
72
2,400 3,950,795.00 *
Graf Z
822.42
**151.82
183.17
150.00
5.35
2,400
151,311.00 *
HTFM
90.62
450.00
68.31
150.00
0.85
2,400
53,841.00 *
558.51
410.00
32.82
150.00
3.15
2,400
100.00
144
HTD Schweiz AG
17,449.31
1,351.91
243,512.10
7,834,239.05
42
t e n a nts
Start of
lease
End of
lease
Renewal
options Notes
*01.10.2009
31.12.2019
2 x 5 years
**01.08.2009
31.10.2019
2 x 5 years
01.08.2009
30.09.2019
01.08.2009
14.07.2013
1 x 2 years
01.06.2010
31.05.2018
* The tenant leases in two stages; the term for all areas began on January 1, 2010.
** The tenant leases in two stages; the term for all areas began on November 1, 2009.
the company wants to strengthen its presence in Russia and the countries of the Commonwealth of
Independent States (CIS), where it currently generates ten percent of its total sales. Nycomed expects
that the Russian pharmaceutical market will grow by double digits in the coming years. The investment
required for the new plant, which, according to Nycomed CEO Hkan Bjrklund is financed entirely from
own resources, amounts to EUR 75,000,000.
While the marketing in the U.S. and Japan has already been commercialized, Nycomed wants to expand
and strengthen its position in key Asian markets in the future.
In the fiscal year 2008, the company had sales of EUR 3.4 billion and EBITDA of EUR 1.2 billion (same as
the previous year).
According to a recent financial report by the company Dun & Bradstreet (D&B) in October 2009, Nycomed
International Management GmbH has a good financial position with significant financial resources and
a low risk of default. In addition, the company belongs to a group: Nycomed Danmark ApS in Roskilde,
Denmark. According to D&B, the commercial pharmaceutical sector, in which the company operates, is a
stable segment with low risk. The risk of insolvency of the company is rated by D&B to be lower than the
industry average.
t e n a nts
43
44
t e n a nts
According to a recent financial report by Dun & Bradstreet (D&B) issued in July 2009, the financial
situation of Baxter Healthcare S.A. is solid and sound with a minimal risk of default. The considerable
number of employees also points to a very large business volume, and its financial resources are extremely
vast. The risk of insolvency of this company is rated by D&B to be lower than the industry average.
Graf Z AG
The company pursues the operation of gastro pubs in whatever form and the provision of all related
services as well as trade in goods of all kinds. At Portikon, the tenant will guarantee the operation of the
restaurant Graf Z primarily during office hours. The tenants at Portikon agreed to use the services of the
restaurant for catering for conferences, meetings and kitchenettes.
Living up to its history of 1935, when the site was intended for a zeppelin landing site, the restaurant was
designed like the interior of a zeppelin - more precisely, the Hindenburg. Guests feel transported back in
time, which is reinforced by the appearance of the restaurant employees in faithfully-recreated steward
uniforms, Guests can choose between la carte, self-service or take-away. Besides the restaurant inside,
there is also a large terrace outside facing the Chavez-Allee avenue.
Graf Z is a theme restaurant, which offers market-fresh, international cuisine according to the current
season. The tenant Baxter, itself engaged in the health sector, assumes a great deal of responsibility for
its employees and subsidizes the restaurant Graf Z. Its goal is to give employees healthy, yet reasonablypriced, meals.
t e n a nts
45
46
t e n a nts
t e n a nts
47
LIQUIDITY FORECAST
INCLUDING NOTES
in CHF
in %
Equity
55,000,000
38.7
Bank loan
87,000,000
61.3
142,000,000
100.0
127,000,000
89.4
Acquisition fee
2,500,000
1.8
1,250,000
0.9
1,800,000
1.3
Borrowing costs
1,705,000
1.2
540,000
0.4
134,795,000
94.9
250,000
0.2
135,045,000
95.1
6,955,000
4.9
142,000,000
100.0
Total financing
Investment
Net purchase price including land
48
Fin a n c i a l a n d I n v e stm e nt p l a n
FUNDING
The funds to finance the investment are derived from the share capital and borrowed capital in the form
of bank loans. The borrowed capital accounts for about 61 percent of the aggregate investment.
EQUITY
ACRON HELVETIA VII Immobilien AG was founded on December 17, 2008, with a share capital of
CHF100,000. At that time, the sole shareholder was ACRON AG in Zurich, which then increased the share
capital of ACRON HELVETIA VII Immobilien AG by CHF 54,900,000 to CHF 55,000,000 as of October
20,2009. The new shares are 549,000 registered shares in total with a nominal amount of CHF 100. After
placing the share capital of CHF 54,900,000 available for this issue, ACRON AG will continue to be a
shareholder in ACRON HELVETIA VII Immobilien AG, holding CHF 100,000 of the capital.
The issue price for the purchased shares is CHF 100 per share and must be paid in by the investor within
14 days of signing the subscription form (bid) to the account of the funds controller No. 0835092955093013
(IBAN CH 9404835092955093013) at Credit Suisse. The title in the shares, including the resulting
legal position [particularly the claim for (partial) repayment of the par value reduction and/or dividend]
will pass on the first day of the month that follows the month in which the full purchase price has been
paid and any cancellation period has expired.
BORROWED CAPITAL/MORTGAGE
Borrowed capital of up to CHF 85 million plus CHW* 2 million (explanation on the following page) was
taken up in the form of a mortgage loan as final financing with WIR Bank Genossenschaft, Basel.
The loan matures after ten years. For about 33 percent of the loan amount (CHF 28.5 million) a fixed
interest rate for ten years was undertaken; for a further 33 percent of the loan amount (CHF 28.5 million),
Fin a n c i a l a n d I n v e stm e nt p l a n
49
the interest rate was fixed for five years. Additional CHF 10,000,000 (11%) are fixed for 7 years. The
interest on the remaining loan of CHF 18 million or CHW 2 million is based on the three-month CHF-Libor
plus a margin of 1percent or, in the case of the CHW loan, on a preferential interest rate of 1 percent until
September30,2010. After that, the interest rate for the CHW loan will increase to 1.75 percent, and then
remain constant. As security, the bank was given mortgage notes in the total amount of CHF 87,000,000
charged to the property acquired by the company.
*The loan in CHW is a complementary currency to the Swiss franc with an exchange ratio of 1:1.
The Wirtschaftsring-Genossenschaft was founded in 1934 by Werner Zimmermann, Paul Enz and another 14
people. In 1936 it received bank status. During the Great Depression and the resulting tight liquidity, firms
hoarded their money, rather than invest it, which worsened the shortage in the money supply. With the
establishment of Wirtschaftsring-Genossenschaft, this self-help initiative was how traders responded to the
crisis. In order to do something against the hoarding of money, the complementary CHW currency was
created. A key characteristic is that it is free of interest. Account balances are not subject to interest. This is
an incentive to spend the money quickly and crank up sales among the participants - small and medium-sized
enterprises (SMEs) in Switzerland. In the early days the balances were interest-free, but subject to a
withholding fee. This was yet another incentive to put the money back into circulation quickly. This tool to
prevent the hoarding of money was abandoned in 1948, but WIR balances are still interest-free today. In 1998
the cooperative changed its name to WIR Bank Genossenschaft. In addition to normal banking activities, it
continues to maintain the WIR System to promote SMEs.
WIR balances are created by means of loans issued by WIR Bank, where the borrower pledges an asset to the
bank, i.e., a security, which would also be done with any other bank. The loans come from direct, private
money creation of WIR Bank. WIR Bank has a money-creation function in the WIR System similar to that of
the Swiss National Bank, which acts as the central bank of the Swiss franc. Accounts are opened frequently
either as part of an initial business transaction with WIR money or in connection with a loan. WIR balances
are not covered by Swiss francs. WIR loans, depending on the type of loan, are secured by mortgages, bank
guarantees, life insurance and so on. In the WIR sector, construction, mortgage, current account and
investment loans are available. WIR Bank does not have any loan or refinancing costs from its money creation.
This means that it does not have to raise interest for any loans it issues. For this very reason, it can grant
loans with especially low interest rates.
Starting in 1997, WIR Bank gradually entered the Swiss banking industry. Traditional bank products related to
savings and pensions were included in the range of WIR Bank services. In 2000 WIR Bank opened up to the
general public. Since that time, the investment and pension products and the domestic payment system of
WIR Bank have been available also for individuals who have no connection to WIR clearing.
Customer deposits represent for WIR Bank an important source for refinancing CHF loans, which in turn are
available to associated personal customers and around 60,000 SME customers. WIR Bank funds new
construction, rehabilitation and renovation projects with combined aggregate financing in the form of WIR
and CHF loans. Since 2005 they have also been offered to retail/personal customers on certain conditions.
The WIR money supply in circulation in 2008 was equivalent to around CHF 810 million. In the same year, WIR
turnover was the equivalent of CHF 1.6 billion.
50
Fin a n c i a l a n d I n v e stm e nt p l a n
INVESTMENT
The investment capital statement shows the positions on which the funds are spent and thus reflects the
total investment of the investment company ACRON HELVETIA VII Immobilien AG. The amounts stated are
shown exclusive of the statutory value-added tax unless it is indicated.
ACQUISITION FEE
Even before establishing ACRON HELVETIA VII, ACRON AG had been looking for suitable properties for a
new investment. The Portikon property had met all its criteria. For the Portikon property and the
preliminary negotiations with HOCHTIEF Projektentwicklung GmbH, ACRON AG receives from ACRON
HELVETIA VII an acquisition fee of CHF 2,500,000. Payment for ACRON AG was due immediately after
closing, i.e., the time when title in Portikon AG passed to ACRON HELVETIA VII.
Fin a n c i a l a n d I n v e stm e nt p l a n
51
BORROWING COSTS
The costs of the loan taken out consist of the loan fee of WIR Bank in the amount of CHF 5,000 and the
fee for procuring borrowing capital of ACRON AG in the amount of CHF 1,700,000. The compensation
for WIR Bank and ACRON AG was due immediately upon closing.
LIQUIDITY RESERVE
The initial liquidity reserve amounts to CHF 250,000 and is reported by ACRON HELVETIA VII under liquid
funds. The liquidity reserve is invested in the money market by the investment company, with the objective
of achieving the best possible interest. The presentation of the liquidity reserve takes into account the
fact that the annual distributions of ACRON HELVETIA VII will not be paid out until August 31 of the
following year.
TOTAL INVESTMENT
The total investment shows all aforementioned positions of the investment in summary form. The break
down of the individual items according to acquisition costs of the economic assets and directly-deductible
operating expenses can be found under Fiscal aspects.
52
Fin a n c i a l a n d I n v e stm e nt p l a n
Fin a n c i a l a n d I n v e stm e nt p l a n
53
2010
2011
2012
2013
2014
7,713,159
7,914,925
7,994,074
8,169,944
8,349,683
43,708
47,053
47,648
47,336
7,713,159
7,958,633
8,041,127
8,217,592
8,397,019
Insurance/Maintanance
40,000
Corporate Management
231,395
238,759
241,234
246,528
251,911
192,829
198,966
201,028
205,440
209,925
38,566
39,793
40,206
41,088
41,985
2,320,893
2,386,827
2,364,469
2,339,445
2,497,516
13,436,142
13,329,510
13,227,143 10,770,346
8,177,760
81,137
75,655
160,667
718,237
809,785
-8,587,802
-8,310,878
-8,193,620
-6,103,492
-3,631,864
Annual Profit
-8,587,802
-8,310,878
-8,193,620
-6,103,492
-3,631,864
Amortization/Depreciation
13,436,142
13,329,510
13,227,143 10,770,346
8,177,760
4,848,339
5,018,632
5,033,524
4,666,854
4,545,896
Repayment of Mortgage
-1,150,000
-1,150,000
-1,150,000
-1,150,000
-1,150,000
Planned Distribution
3,437,500
3,437,500
3,437,500
3,437,500
3,575,000
3,437,500
3,437,500
3,437,500
3,437,500
3,575,000
6.25
6.25
6.25
6.25
6.50
2,262,267
2,693,400
3,139,423
3,218,778
3,039,673
ANNUAL PROFIT
Net Rental Income
Interest Income on liquid Funds
Total Income
54
50,880,500
L I Q U I D I t y f o r e c a st
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
8,474,928
8,602,052
8,731,083
8,862,049
8,994,980
9,129,904
9,266,853
9,405,856
9,546,943
9,690,148
45,284
44,100
43,857
44,538
48,360
49,142
50,869
53,502
57,055
61,489
8,520,212
8,646,152
8,774,939
8,906,587
9,043,339
9,179,046
9,317,722
9,459,357
9,603,998
9,751,637
159,000
160,590
162,196
163,818
165,456
167,111
168,782
170,470
172,174
173,896
255,606
259,385
263,248
267,198
271,300
275,371
279,532
283,781
288,120
292,549
213,005
216,154
219,373
222,665
226,083
229,476
232,943
236,484
240,100
243,791
42,601
43,231
43,875
44,533
45,217
45,895
46,589
47,297
48,020
48,758
2,635,980
2,612,690
2,579,202
2,550,813
2,726,382
3,311,720
3,286,089
3,269,524
3,252,959
3,245,277
1,112,583
1,137,032
1,164,461
1,191,741
1,178,529
1,081,240
1,109,476
1,136,740
1,164,889
1,192,094
4,101,437
4,217,070
4,342,584
4,465,819
4,430,372
4,068,233
4,194,312
4,315,062
4,437,737
4,555,272
4,101,437
4,217,070
4,342,584
4,465,819
4,430,372
4,068,233
4,194,312
4,315,062
4,437,737
4,555,272
4,101,437
4,217,070
4,342,584
4,465,819
4,430,372
4,068,233
4,194,312
4,315,062
4,437,737
4,555,272
-800,000
-800,000
-800,000
-800,000
-345,752
-389,008
-389,008
-389,008
-389,008
-389,008
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
3,575,000
6.50
6.50
6.50
6.50
6.50
6.50
6.50
6.50
6.50
6.50
2,766,110
2,608,181
2,575,765
2,666,584
3,176,204
3,280,429
3,510,734
3,861,789
4,335,518
4,926,783
77,704,248
77,315,241 76,926,233
76,537,226
76,148,218
75,759,211
8,393,000
4,818,000
1,243,000
L I Q U I D I t y f o r e c a st
55
INTEREST INCOME
Interest income is generated from investing liquid funds at the start of the year and includes, by way of
approximation, interest income from the investment of half the amounts distributable to the investors in
any given year under the forecast. In view of the current interest rate level, the forecast for 2010 does not
include any interest income. Starting in 2011, investment income is expected to amount to 1.5percentp.a.
INSURANCE / MAINTENANCE
The lease agreements of Nycomed, Baxter, HTD, Graf Z and HTFM provide for the apportionability of
maintenance and insurance expenditure.
CORPORATE MANAGEMENT
The compensation agreed with ACRON AG for rendering corporate management services, based on the
bylaws of ACRON HELVETIA VII contained in full in this prospectus, comes to 3 percent p.a. of the income
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generated by ACRON HELVETIA VII, remunerating ACRON AG for its services regarding the business
administration of the company. The compensation will be paid to ACRON AG each quarter in advance.
INTEREST EXPENse
Borrowed capital of up to CHF 85 million plus CHW 2 million was taken up in the form of a mortgage loan
as final financing with WIR Bank Genossenschaft, Basel. The loan has a term of ten years and currently
consists of five tranches: two tranches of CHF 28.5 million each, a tranche of CHF 18 million, a tranche
of CHF 10 million and a tranche of CHW 2 million.
The interest for the first tranche of CHF 28.5 million was locked in at 3.5 percent including margin for
10years.
The interest for the second tranche of also CHF 28.5 million was locked in at 2.685 percent including
margin for five years. For the time following the expiry of the five-year fixed interest rate, follow-up
interest of 3.5 percent incl. margin has been assumed and incorporated into the forecast as such.
The amount of the third tranche comes to a total of CHF 10 million. The tranche was locked in at
2.585percent including margin for seven years (to June 30, 2017). The fourth tranche of CHF 18 million
will be subject to interest based on the 3-month CHF libor plus a margin of 1 percent. The forecast
assumes that the 3-month CHF libor in 2010 will average 0.2 percent and then rise to 1 percent in the
period between 2011 and 2013. For the following years until maturity of the loan, a 3-month CHF libor of
1.75 percent has been assumed.
not e s O n th e f o r e c a st
57
The last tranche amounts to CHW 2 million and is subject to a preferential three-year interest rate of
1percent. This rate will increase from the fourth year, under current assumptions, to 1.75 percent.
The average 3-month CHF Libor of the past 10 years has been approx. 1.74 percent; thus, when the agreed
margin of 1 percent is added, it adds up to the interest rate predicted in the forecast. A 10-year follow-up
financing based on the loan balance as of September 30, 2019, has been assumed for the time following
the expiry of the loan on September 30, 2019. For the purposes of the forecast it has been assumed that
this loan will amount to CHF 77,801,500 at an annual interest rate of 4.2 percent (incl. margin).
DEPRECIATION
The depreciation and amortization item contains the depreciation of the Portikon property, amortization
of goodwill as well as of the capitalized incorporation and organization costs. As for a detailed account of
the composition and the assumptions regarding depreciation periods, please refer to the chapter Fiscal
aspects.
TAXES
This item consists of the customary taxes on capital and income in Switzerland. Please refer to the
chapter Fiscal aspects for more information on tax accounting.
ANNUAL PROFIT
The annual profit shows the profit after taxes (earnings less expenses, depreciation and taxes) of ACRON
HELVETIA VII according to Swiss commercial law and is of particular importance to the distribution of
dividends.
REPAYMENT OF MORTGAGE
The cash flow before repayment and distribution is available both for distribution to the investors of
ACRON HELVETIA VII and for the repayment of the loans taken up by ACRON HELVETIA VII. As for the
long-term loans, the forecast refers to the repayment agreement with WIR Bank.
The assumed follow-up financing commencing on September 30, 2019. will be subject to an annual
repayment of 0.5 percent of the predicted loan amount of CHF 77,801,500, which is reflected in the
forecast as well.
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not e s O n th e f o r e c a st
PLANNED DISTRIBUTION
To such extent as the company has sufficient cash surpluses (cash flow after repayment), the planned
total yearly payout amount for the investors will consist of the payout of the par value reduction and the
dividend payout. Unlike the payout from the par value reduction, the dividend payout will be subject to
tax. The planned dividend payouts are covered by net income considering the statutory reserve under
Swiss law. There will be no liability risk for investors due to the planned par value reduction, provided that
the statutory method to be applied in this case is followed.
The company plans to have an initial distribution of 6.25 percent per year, relative to the shares nominal
values acquired by the investors (purchase price of shares). Distribution is calculated on a pro rata basis
for the year in which the investor acquired the share in ACRON HELVETIA VII, i.e., only for complete
months during which the investor was, in fact, a shareholder of ACRON HELVETIA VII. The investor will
assign to the previous owner of the shares any claim for the pro-rated distribution for the months before
he became a shareholder of ACRON HELVETIA VII at the time he signs the subscription agreement (bid).
This ensures that all investors are treated equally with respect to the return on their invested capital,
independent of the dates on which they joined, and that they are all paid annual interest in the stated
amount. Distribution (par value reduction and dividend) is scheduled for August 31 of the following year;
for reasons of simplification, however, it is reported in the forecast for the current year.
LIQUIDITY RESERVE
The liquid funds amount initially to CHF 250,000 if the investment plan is executed according to the
forecast. These funds comprise the balance of the liquidity reserve of the previous year and the current
surplus or current shortfall (balance from cash flow before repayment and distribution less repayments and
distributions). The liquidity reserve is built up continuously over the investment period and is available to the
company for extraordinary expenditure related to maintenance work or efforts to attract new tenants.
SHARE CAPITAL
What is reported is the respective current balance of the share capital, as the product of the development
of the investment according to the prospectus on the basis of the assumptions and agreements described.
The share capital is computed from the initial share capital of CHF 55,000,000 or the respective balance
of the previous year less the par value reduction reported for the respective year. Par value reductions are
scheduled for August 31 of the following year, but for reasons of simplification, they are reported in the
forecast for the current year.
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RISKS
Investors who in connection with this initial public offering consider
buying shares of ACRON HELVETIA VII should consider the following,
specific, but not conclusive risk factors. Such risks may individually
or in combination impact the profitability of the real-estate company
and the valuation of the companys assets negatively and lead to a
reduction of the share value.
The forecasts in this prospectus are not predictions of the future, but
estimates of future developments based on current expectations. If
one of the risks described herein occurs, its impact on the overall
result throughout an otherwise normal course of business can be
cushioned to a certain degree. If several risks occur at the same
time, considerable interference with the normal course of this
longer-term investment is possible (accumulated risk). As a result of
various risk factors - particularly when they accumulate - no
guarantee can be given that the projected cash surplus of the
company will be maintained or that the company will be able to repay
the invested equity to shareholders.
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RISks
REVENUE
The earnings expectations are based on the assumption that the
tenants will live up to their obligations. But this requires that the
economic situation of the tenants does not deteriorate substantially
(see vacancy and credit risks). If the tenant fails to comply with the
lease agreement or if there are missing lease renewals, the result
may be a default on rent, depending on whether the space can be
leased again on the same conditions or on the conditions that would
apply in the event.
EXPENDITURE
In the forecasts, the contractually agreed expenditure was assumed
to be constant based on the contractual payment obligations. If
space remains unleased or if higher expenses are incurred or if the
expenses that cannot be passed on to the tenants are higher than
expected, the planned cash surplus and thus distributions to
shareholders (dividend and par value reductions) could be diminished.
Once the lease agreements have expired, renewals or new leases can
cause additional costs (renovation, alterations, lease commission)
that exceed the expected costs of maintenance and thus affect
earnings. In managing real estate, there are ongoing costs for
maintenance and repairs, modernization of facilities or parts of the
building as well as for measures designed to keep the property
attractive, some of which may not be able to be passed on to the
tenants.
RISks
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FISCAL aspects
Preliminary remarks
The following section contains, besides an account of the fiscal
situation of ACRON HELVETIA VII Immobilien AG, a brief summary of
key Swiss taxation principles that are or can be important for the
shareholder in connection with registered shares.
Taxes on profits and capital of
ACRON HELVETIA VII Immobilien AG
ACRON HELVETIA VII Immobilien AG is a company limited by shares
domiciled in Zurich, Switzerland. The worldwide capital and income
of ACRON HELVETIA VII Immobilien AG, given its domicile and the
location of its actual management in Switzerland, is essentially
subject to a comprehensive tax liability and is subject - particularly in
respect of rental income, interest income and any profits from a sale
of the property - to standard taxation in Switzerland.
The tax base for taxes on income/earnings is the net profit after
taxes, i.e., the balance of the profit and loss account calculated
according to the principles established under Swiss commercial law
(if necessary, such calculation may take into account tax
adjustments). The annual profit (after taxes) determined according to
the principles established under commercial law - following the
creation of the general reserve under section 671 OR [Swiss Law of
Obligations] - is generally available for distribution by the
shareholders meeting. Distributions can be made from the net profit
for the year (annual profit and profits brought forward less losses
brought forward) and unappropriated reserves as well as from the
portion of the general reserve that exceeds 50 percent of the nominal
share capital. Losses incurred can be brought forward seven years for
tax purposes and thus set off against the companys future net profits
after taxes. A loss carryback is not permitted under Swiss law.
The goodwill created by the acquisition of and merger with the
property company Portikon AG as well as the capitalized
incorporation and organization costs resulting from the security
issue tax and the contracts entered into with ACRON AG for the
marketing, concept and preparation of the prospectus and the
procurement of equity will be amortized at 20 percent p.a. using the
straight-line method over five years. The capitalized costs for the
procurement of the debt, funds controlling and the loan fee will also
be depreciated using the straight-line method over five years.
The book value of the property (excluding land) resulting from the
acquisition of the book value of the property from the balance sheet
of Portikon AG is amortized at 4 percent p.a.
The current administrative and property expenses of the company,
i.e., particularly the costs of company and property management,
the costs of the Board of Directors and the Audit Committee, can be
expensed in full in the year in which they arise.
The Swiss federal corporate tax is 8.5 percent of the fiscally relevant
net profit after taxes (as already mentioned, the taxes payable can be
deducted from the net profit). The City of Zurich and the Canton of
Zurich levy a tax on profits that is relative to the amount of profit currently at a rate of 8 percent multiplied by a base tax rate
(214.08 percent in 2010).
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f is c a l a s p e c ts
The sale of shares is not subject to the security issue tax. The
exception is trade in shell companies (Mantelhandel). Such a trade
occurs, as a rule, when the participation rights in a liquidated
company, or an inactive company that has been rendered liquid again,
are sold. In the event of such shell transactions, tax authorities
interpret the sale of participation rights as the liquidation and new
formation of a company (i.e., including the creation of participation
rights subject to the security issue tax).
f is c a l a s p e c ts
63
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c ont r a c tu a l a n d l e g a l a s p e c ts
C) BYLAWS
The bylaws of ACRON HELVETIA VII, which have been reproduced in
full in this prospectus, govern the tasks, responsibilities and
compensations of the Board of Directors and of management. The
tasks of the Board of Directors, the top executive body, include, for
example, the configuration of the accounting system, financial
controlling and planning as well as the appointment or dismissal of
those tasked with the companys management, and the regulation of
signing authority. Furthermore, the Board of Directors serves as the
top supervisor of those tasked with the companys management and
prepares the annual report. Management, and in particular the
administration of the real property, is transferred to ACRON AG, which
represents ACRON HELVETIA VII to the outside world. ACRON AG will
receive from ACRON HELVETIA VII 3 percent of the yearly earnings
plus an additional 2.5 percent of yearly earnings as compensation for
managing the real property. The cost components of the facility
management agreement that cannot be apportioned to the tenants
are deducted from the compensation. For further details, see the
bylaws, which have been reproduced in full in this prospectus.
D) MANAGEMENT AGREEMENT
The duties and obligations of ACRON AG as manager are defined in
the Management Agreement. ACRON AG will manage the property,
carry out the decisions of the Board, prepare the annual report and
shareholders meeting, regularly report to the Board, attend to the
shareholders and implement the accounting of the company.
ACRONAG also provides the companys internal control system. The
Management Agreement is entered into for a period of five years and
will be automatically renewed for another five years unless it is
terminated in writing in accordance with the agreed notice period of
six months. With the termination of the Management Agreement,
ACRON HELVETIA VII shall lose its granted right to use the name
ACRON; in the event, the company shall change its company name
accordingly. This will be decided by the shareholders meeting. In the
event of termination, ACRON AG shall hand over all company
documents to the new manager.
A) Purchase Agreement
In 2009, ACRON HELVETIA VII purchased from HOCHTIEF Projekt
entwicklung GmbH the company Portikon AG, registered in the
Commercial Register of the Canton of Zurich under the number
CH-020.3.031.372-5. The assets of the company include, in addition
to the 100 fully-paid-up registered shares of the company with a
nominal value of CHF 1,000 each, the property in the municipality of
Opfikon, land registry folio 5593 register no. 8165, Holzwisen, plan
no. 36 (project site), as well as 100/1000 co-ownership of the lot,
land registry folio 5674, property, register no. 8153, Untergrab (site
of parking garage Parkhaus Nord). The project site, as well as the
parking-garage site Parkhaus Nord are not listed in the registry of
suspected contaminated properties.
In case of detection of defects on the project site, ACRON HELVETIAVII
has a claim for removal of any such defects against HOCHTIEF
Projektentwicklung GmbH. The start of the applicable periods is
subject to the various turnkey contracts entered into.
C) LEASE AGREEMENTS
Lease Nycomed International Management GmbH
Portikon AG and Nycomed International Management GmbH signed
on October 20, 2009, a lease agreement for the rental space in the
office building of the property situated in the municipality of Opfikon,
land registry folio 5593, register no. 8165, Holzwisen, Plan no. 36.
The rentable area includes on the upper levels a total area of 7,884.32
square meters, divided into a rental area 1 (attic and 5th upper floor)
of 2,136.78 square meters; rental area 2 (upper floor 2, 3 and 4) of
4,221.68 square meters; rental area 3 of 1,485.87 square meters (1st
upper floor); on the basement levels approximately 563.27 square
meters and 65 parking spaces.
The annual rent for the above-ground floors amounts to CHF 410/m,
for the basement level CHF 125/m, and for the parking spaces
CHF2,280/space - for a total net amount of CHF 3,434,779.95 per
year and/or CHF 286,231.66 month. Since the landlord has opted for
value-added tax, the monthly rent comes to CHF 307,985.27 gross.
The payment obligations for rental area 1, the basement rooms and
the parking spaces commenced on January 1, 2010. The payment
obligations for rental area 2 commenced on April 1, 2010, but the
tenant moved in three months earlier, that was, as of January 1,
2010. In the three-month period to the time of rent payment, the
tenant had only to pay the operating costs for these areas. The
resulting rent-free periods were covered by a general lease with
HOCHTIEF Development Schweiz AG, so that ACRON HELVETIA VII
did not suffer any disadvantages. The total lease term of ten years
commenced on January 1, 2010.
The tenant has to provide security for the fulfillment of all obligations
in the form of a bank guarantee amounting to CHF 2,004,036.84.
In addition, the landlord orders repairs to the common areas. The
costs of such repairs for one calendar year are borne by the tenant
on a pro-rated basis, as part of the operating costs, up to 10 percent
of the tenants annual net rent in such calendar year.
All cosmetic repairs within the premises exclusively used by the
tenant will be carried out by the tenant at its own cost. The same
applies to the maintenance and repair of these rooms and all
facilities, equipment and installations within such rooms. The same
applies to the replacement of defective windows and fittings for the
premises used exclusively by the tenant, unless such damage is
covered by insurance.
c ont r a c tu a l a n d l e g a l a s p e c ts
65
The tenant has two opportunities to exercise its right to request the
renewal of the lease, which commences on January 1, 2010, and has
a term of ten years, by an additional five years. The corresponding
request needs to be made to the landlord in writing no later than
twelve months before the expiry of the lease. During the fixed lease
term, the tenant is granted a one-time special termination right,
which can be exercised in writing with a 12 months notice period as
of December 31, 2014. In the event, the tenant will owe a walk-away
penalty in the amount of one annual net rent plus value-added tax,
but excluding any operating costs. The walk-away penalty shall be
paid in full no later than two months prior to the termination of the
lease agreement.
Lease agreement Baxter Healthcare S.A.
HOCHTIEF Development Schweiz Projekt AG (now Portikon AG) and
Baxter Healthcare S.A. signed on February 22 and/or 25, 2008, a
lease agreement for the rental space in the office building of the
property situated in the municipality of Opfikon, land registry folio
5593, register no. 8165, Holzwisen, Plan no. 36.
The rentable area includes on the upper levels a total area of at least
8,133.44 square meters; on the first and second basement levels, at
least 504.34 square meters of basement space and 72 parking
spaces. Prior to any leasing to a third party, the tenant must be
offered the terms and conditions of the lease in writing.
The annual rent for the above-ground floors amounts to CHF 447.72/m,
for the basement level CHF 150/m, and for the parking spaces
CHF 2,400/space - for a total net amount of CHF 3,950,795.00
(actually after an adjustment on March 2010) per year and/or
CHF 329,232.90 per month. As the landlord opted for VAT, the
monthly rent amounts to gross CHF 354,254.60, plus monthly
operating costs upfront in the amount of CHF 3/m, and for the
parking spaces CHF 10/space. Overall, the total monthly rent comes to
CHF 381,284.07.
The tenant shall provide security for the fulfillment of all contractual
obligations in the form of a bank guarantee amounting to
CHF1,944,977.38 no later than twelve weeks following the signing of
the lease.
The fixed term of the lease is set to ten years. The tenant has two
opportunities to exercise its right to request the renewal of the lease
by an additional five years. The corresponding request needs to be
made to the landlord in writing no later than twelve months before
the expiry of the lease. At the time the renewal option is exercised,
the landlord will be entitled to adjust the rent to market rates.
The landlord will pay for necessary renovations to common areas as
well as shared technical equipment and installations, including
underground parking. In addition, the landlord will be responsible for
the maintenance and repair of the structural components of the roof
and the bearing walls of the property. The landlord shall arrange for
the repair of the common areas, the costs of which incurred in a
calendar year are borne by the tenant on a pro-rated basis, as part of
the operating costs, up to 10 percent of the tenants annual net rent
in such calendar year.
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c ont r a c tu a l a n d l e g a l a s p e c ts
In addition to the minimum rent, the tenant shall pay such amount of
a turnover rent up to the maximum rent as exceeds the monthly
minimum rent paid during a calendar year. The turnover rent is 5
percent of the effective turnover achieved during a calendar year. The
turnover rent will be calculated on the basis of the relevant turnover
figures as soon as they are available and invoiced subsequently.
The lease commenced on August 1, 2009, and its fixed term will run
until September 30, 2019. The tenant has two opportunities to
exercise its right to renew the lease by an additional five years; the
corresponding request must be made in writing no later than 18
months prior to the expiry of the lease term. At the time the renewal
option is exercised, the landlord will be entitled to adjust the rent to
market rates.
The obligation to pay rent began as of October 2009. The first two
months of the lease are rent-free. The operating costs due in
combination with the rent include CHF 3/m for the rented space,
and CHF 10/space for parking spaces. Payment of such operating
costs will be due upon commencement of the lease, that is,
August1,2009.
D) LONG-TERM FINANCING
The rentable area includes on the upper levels a total area of at least
90.63 square meters; on the first and second basement levels, at
least 68.31 square meters of basement space to be used for the
purposes of facility management. As well, a parking space on the
second basement level is leased.
The annual rent for the above-ground floors amounts to CHF 450/m,
for the basement level CHF 150/m, and for the parking space
CHF2,400 - for a total net amount of CHF 53,841.00 (actually after
an adjustment on March 2010) per year and/or CHF 4,452.13 per
month. Since the landlord has opted for value-added tax, the monthly
rent comes to CHF 4,790.49 gross.
c ont r a c tu a l a n d l e g a l a s p e c ts
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c ont r a c tu a l a n d l e g a l a s p e c ts
c ont r a c tu a l a n d l e g a l a s p e c ts
69
Contractual partners
ACRON HELVETIA VII Immobilien AG
Function Investment company and owner of the office property at
Thurgauerstrasse 130, 8152 Glattpark, Zurich-Opfikon, Switzerland.
Registered office
c/o ACRON AG, Stockerstrasse 8, 8002 Zurich, Switzerland
Commercial Register Registered as Aktiengesellschaft under company number CH-660.7.854.008-8
in the Commercial Register of the Canton of Zurich
Date of first entry
December 17, 2008
Share capital
CHF 55,000,000; of which paid CHF 55,000,000
Auditors
Pricewaterhouse Coopers AG, Zurich, Switzerland
Management
ACRON AG, Stockerstrasse 8, 8002 Zurich, Switzerland
Board of Directors
Jrg Greter (LL.M.), Attorney-at-Law, Zurich, Switzerland;
Kai Bender (LL.M.), Attorney-at-Law, Zurich, Switzerland
Object of company The acquisition and management of investments of Portikon AG and management of the
property owned by it, Portikon, Thurgauerstrasse 130, Opfikon. The company can lease,
renovate, improve and encumber the aforementioned property and otherwise engage in any
business related to this purpose and the investment of its funds.
Shareholders with shares
of more than 25%
ACRON AG, Zurich, Switzerland
ACRON AG
Function Founding shareholder, initiator and editor of the prospectus; assumption of management
duties of ACRON HELVETIA VII Immobilien AG according to bylaws
Registered office Stockerstrasse 8, 8002 Zurich, Switzerland
Commercial Register Registered as Aktiengesellschaft under company number CH-020.3.022.387-4
in the Commercial Register of the Canton of Zurich
Date of first entry October 26, 1999
Share capital CHF 1,384,000; of which paid CHF 1,384,000
Auditors Intercontrol AG, Zurich, Switzerland
Board of Directors Jrg Greter (LL.M.), Attorney-at-Law, Zurich, Switzerland
Member of the Board Klaus W. Bender, Attorney-at-Law, Zurich, Switzerland
Managing Director
Kai Bender (LL.M.), Attorney-at-Law, Zurich, Switzerland
Object of company Acquisition and sale of real estate that serves the exercise of business activities;
administration and management of real estate; creation of closed property investment funds
with all activities that are related to this purpose; planning of financial transactions if not
reserved for statutory financial institutions; assumption and execution of financial
transactions, as well as any type of financing brokerage; it can participate in other companies.
Shareholders with
shares of more than 25% Klaus W. Bender, Zurich; Accensis GmbH, Dsseldorf, Germany
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c ont r a c tu a l P a r tn e r s
PricewaterhouseCoopers AG
Function
Registered office
Commercial Register
Date of first entry
Share capital
Auditors
Chairman of the Board
Object of company
T enant
Gerechtigkeitsgasse 23, 8001 Zurich, Switzerland
Registered as Aktiengesellschaft under company number CH-020.3.031.371-7
in the Commercial Register of the Canton of Zurich
August 20, 2007
CHF 100,000; of which paid CHF 100,000
Deloitte AG, Zurich, Switzerland
Dr. Ralf Bellm, Bad Schnborn; Dr. Markus Bsiger, Uitikon; Philipp Engel, Habsburg;
Steffen Jstel, Ehningen
Across Switzerland, the company seeks to provide services in the fields of planning, design
and realization of real-estate projects as well as services in the fields of purchase, sale and
leasing of commercial/industrial property. The company may establish branches and
subsidiaries at home and abroad and participate in other companies at home and abroad to
purchase real property as well as to engage in all transactions that are directly or indirectly
in connection with its corporate purpose.
c ont r a c tu a l p a r tn e r s
71
MEFIDA AG
Function
Registered office
Commercial Register
Date of first entry
Share capital
Auditors
Board of Directors
Object of company
Sparkasse KlnBonn
Function
Registered office
Commercial Register
Date of first entry
Chairman of the Board
Object of company
Employees
Balance-sheet total
Lending volume
Equity
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c ont r a c tu a l p a r tn e r s
valuator/Appraiser
E
Gotthardstrasse 6, 8002 Zurich, Switzerland
Registered as Aktiengesellschaft under company number CH-020.3.021.885-5
in the Commercial Register of the Canton of Zurich
June 07, 1999
CHF 250,000; of which paid CHF 250,000
Deloitte AG, Zurich, Switzerland
Urs Hausmann, Zurich, Switzerland
Consulting and research in the fields of regional planning, construction and real-estate
markets and related areas; it can participate in similar companies and acquire and sell real
property.
L ender
Auberg 1, 4002 Basel, Switzerland
Registered as Genossenschaft (cooperative association) under company number
CH-270.5.000.226-4 in the Commercial Register of the Canton of Basel
February 12, 1942
Jrg Michel, Lyss, Switzerland
Self-help organization of trade, commercial and service companies (SMEs). The company
procures for its members and others using the WIR system economic benefits through the
WIR system and maintains a bank open to the general public. For this purpose WIR Bank
operates the following transactions: Organization of the WIR clearing system as well as
implementation of the WIR mortgage and loan business; execution of banking transactions,
such as acceptance of customers money in all bankable forms, mortgage and loan business
as well as non-lending and non-deposit transactions, particularly the settlement of
payments. The cooperative may set up or participate in companies and may acquire real
estate.
II. Capital
Art. 3 Share capital
The share capital of the company is CHF 55,000,000 and is divided
into 550,000 registered shares with a par value of CHF 100.00 each.
Each share is fully paid up.
Art. 4 Certification
The company is entitled to issue certificates for several shares,
instead of individual shares. Share certificates can be exchanged for
individual shares or certificates covering a larger or smaller number of
shares at any time. The shares or certificates are issued without
dividend coupons and bear the facsimile signature of the Chairman of
the Board of Directors.
The company may forgo printing and delivering certificates of
registered shares and, with the consent of the shareholder, annul
without substitution certificates already issued that are sent to the
company. The shareholder can request at any time that the company
issue a certificate of his shares. However, the shareholder is not
entitled to the printing and delivery of share certificates.
Non-certificated registered shares, and the resulting non-certificated
rights, can be transferred by shareholders only by means of
assignment. Such assignment, in order for the transfer of the share
rights to be effective, must be reported to the company.
Non-certificated registered shares and the resulting rights can be
pledged by a written contract of pledge prior to the shares being
registered with the SIS giro system, and a report to the company
must be filed. Once they have been registered in the SIS giro system,
registered shares and the resulting rights can be pledged by a written
contract of pledge only for the benefit of the bank on whose books
they are carried, but a report to the company is not required.
III. Organization
A. Shareholders meeting
Art. 6 Responsibilities
The top decision-making body of the company is the shareholders
meeting. It is due the statutory rights which cannot be transferred.
Art. 7 Meetings
The ordinary shareholders meeting convenes every year within six
months of the end of the fiscal year.
Special shareholders meetings are convened whenever necessary,
particularly in circumstances where the law requires such meeting to
be called.
The Board of Directors must call a special shareholders meeting
within 20 days if shareholders who represent at least ten percent
of the share capital demand such a meeting in writing with a full
statement of the agenda items and motions.
Art. 8 Convocation; all-shareholders meeting
The shareholders meeting is called by the Board of Directors or, if
necessary, by the Audit Committee. Liquidators also have the right to
call such meetings.
The shareholders meeting is called by an announcement in the gazette
or by letter or fax to the shareholders and/or beneficial owners
registered in the share ledger at least 20 days prior to the date of the
meeting. The notice of meeting must indicate the day, time and place
of the meeting, as well as the items of the agenda and motions of the
Board of Directors and shareholders who have demanded a
shareholders meeting to be called or who have demanded that an
item be placed on the agenda.
On motions unrelated to the items of agenda announced, no resolution
can be taken, with the exception of a motion to call a special
shareholders meeting or a motion for conducting a special audit or a
motion to elect an audit committee brought by a shareholder. To bring
motions under the items of the agenda or for deliberations not
requiring a resolution does not require a prior announcement.
a r ti c l e s o f in c o r p o r a tion a n d b y l a w s
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a r ti c l e s o f in c o r p o r a tion a n d b y l a w s
B. Board of Directors
Art. 12 Election, organization
The Board of Directors consists of one to three members. As a rule,
the Board is elected by the shareholders meeting for a term of three
years. The term of each Board member lasts until the shareholders
meeting has elected new members or re-confirmed existing
members. Board members can withdraw or be dismissed prior to any
election. New members will continue to act as Board members for
the remainder of the term of the members that they replace.
The members of the Board of Directors can be re-elected at any time.
The Board constitutes itself. It appoints its Chairman and the
Secretary, who does not have to be a member of the Board.
Art. 13 Top executive body, delegation
The Board of Directors is the top executive body of the company and
supervises management. The Board of Directors represents the
company to the outside world and takes care of all matters that are
not assigned to another body of the company under the law, Articles
or bylaws.
The Board Directors may delegate the management, in full or in part,
of the company or the companys representation to one or several
persons, members of the Board or a third party who need not be a
shareholder. It adopts the bylaws (s. 716b OR) and regulates the
corresponding contractual relations.
Art. 14 Responsibilities
The Board may decide all matters that are not allocated by law or the
Articles to the shareholders meeting. It directs the operations of the
company where management duties have not been transferred.
Art. 15 Organization, minutes
Rules and procedures, presence of a quorum and resolutions of the
Board of Directors are subject to the bylaws.
The Chairman of the Board does not have a casting vote.
Art. 16 Compensation
The members of the Board of Directors are entitled to reimbursement
of their expenses incurred in performing their duties in the interest of
the company as well as to compensation commensurate with their
activities that the Board defines itself.
C. Audit Committee
Art. 17 Eligibility, responsibilities
The shareholders meeting elects each year one state-supervised
audit firm to act as the Audit Committee under the Swiss law of
obligations (OR) who will have the rights and obligations defined in
law. Their term of office ends on the day of the next shareholders
meeting.
V. Winding-up
At the end of the fiscal year, the Board will prepare an annual report
consisting of the income statement, balance sheet and the notes.
Art. 19 Distribution of profits
Decisions on the net profit for the year are taken by the shareholders
meeting in accordance with statutory provisions.
The dividend may be determined only after the required allocations to
the statutory reserves have been made. Any dividend not drawn upon
within five years of maturity will lapse for the benefit of the company.
VI. Communications
Art. 21 Announcements and notices
Notices to shareholders are sent by letter to the addresses indicated
in the share ledger.
The companys medium for publication is the Swiss Official Gazette
of Commerce.
Zurich, October 20, 2009
Chairmann:
Jrg Greter
Kai Bender
a r ti c l e s o f in c o r p o r a tion a n d b y l a w s
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BYLAWS
of ACRON HELVETIA VII Immobilien AG
I. General provisions
Art. 1 Fundamental principles
These bylaws have been issued and adopted on the basis of Art. 13
para. 2 of the Articles of Association of ACRON HELVETIA VII
Immobilien AG.
If the Board does not meet quarterly, management must file written
quarterly reports by circular.
The exclusion of management from attending Board meetings must
be based on compelling reasons.
Art. 7 Compensation
The Board, pursuant to a separate arrangement, receives a basic
compensation of max. CHF 7,500 net per year and per member. The
basic compensation covers attendance of shareholders meetings.
Art. 2 Organization
The shareholders meeting elects the Board of Directors pursuant to
Art. 12 of the Articles of Association of ACRON HELVETIA VII
Immobilien AG.
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a r ti c l e s o f in c o r p o r a tion a n d b y l a w s
III. Management
Art. 9 Responsibilities and competences
Management is responsible for the immediate management of
current business. Management takes independent organizational and
personnel decisions concerning the ordinary day-to-day business.
Management can submit to the Board for approval any transactions
that fall under the managements jurisdiction.
2. Property management:
2.5 percent of the total income of the company per annum,
based on estimates, invoiced and due quarterly in advance.
Annual accounts at the end of the year after determining the
financial statements; adjustments may be necessary.
The cost components of the facility management agreement that
cannot be apportioned to the tenants are deducted from the
compensation.
Board of Directors
1. Corporate management
3 percent of the total income of the company per annum, based
on estimates, invoiced and due quarterly in advance.
Annual accounts at the end of the year after determining the
financial statements; adjustments may be necessary.
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g lob a l c e r ti f i c a t e o f S h a r e c a p it a l
INVESTMENT AMOUNT
The minimum share is CHF 100,000 (which corresponds to 1,000
registered shares). Any amount in excess thereof must be divisible by
CHF 5,000 (i.e., 50 registered shares). Joint investments are not
possible. Spouses should therefore fill in two separate subscription
agreements for the intended investment amount.
PAYMENT
Payment of the amount subscribed must be made within 14 days of
signing the subscription agreement (bid), denominated in the Swiss
currency CHF, to the following account of the monitor of the
application of funds.
Recipient: Sparkasse KlnBonn
Account no.: 0835-0929550-93-013
Transit/bank code: 4835
Bank: Credit Suisse, Paradeplatz 8, 8070 Zurich, Switzerland
IBAN: CH 94 0483 5092 9550 9301 3
SWIFT/BIC: CRESCHZZ80A
Purpose of payment: [Name of subscriber], ACRON HELVETIA VII
g ui d e lin e s f o r in v e stm e nt
79
Picture credits
HOCHTIEF Development Schweiz. Photographer Lionel Samain
Pages: 2, 13, 34/35, 39, 47, 49, 53
Comet Photoshopping GmbH, Photographer Dieter Enz
Pages: 32, 33
Gebietsmarketing Glattpark
Page: 33 (top right, right of center)
ACRON
ACRONHELVETIA
HELVETIAVVII
IMIM
MOBILIEN
MOBILIEN
AGAG
ACRON AG
Stockerstrasse 8
8002 Zurich
Zrich
Switzerland
Schweiz
fon
+41 . (0)44 . 20 43 400
fax
+41 . (0)44 . 20 43 409
mail
info@acron.ch
web
www.acron.ch
BUILDING
WEALTH
BUILDING
WEALTH
Z RZI
CR
H I C HD SDSESLSDEOLRDFO R FD A LDL AA LSL A ST U LTSUAL S A
Hinweis: Dies ist eine unverbindliche Kurzinformation ber das Beteiligungsangebot ohne Anspruch auf Vollstndigkeit.
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