Jelmoli est un groupe
leader en Suisse du commerce de détail et de l'immobilier. Cette
entreprise qui est cotée à la Bourse suisse SWX se distingue
par les succès qu'elle remporte en commerce de détail et
par un portefeuille immobilier de premier ordre qui comprend des
situés parout en Suisse.
Prime Site AG holds more than 98% of the voting rights of Jelmoli
Holding AG has noted that Swiss Prime Site AG holds, after settlement
the exchange offer, more than 98% of the voting rights of Jelmoli
fulfils the legal requirements for the possible cancellation of any
publicly held Jelmoli shares. Thus, Swiss Prime Site AG is entitled to
initiate the proceedings for the cancellation of any remaining publicly
held Jelmoli shares pursuant to Art. 33 SESTA and the delisting of all
holding ag Walter Fust stepping down from Board of Directors
Fust has decided to step down from the Board of Directors of Jelmoli
AG with effect from 31 October 2009.
also steps down from the Board of Directors and Foundation Board of
companies of the Jelmoli Group as of 31 October 2009. The Board of
would like to thank Walter Fust for his long-standing services.
Prime Site AG holds 96.05% of the share capital and the voting rights
Jelmoli Holding AG
Holding AG has noted that Swiss Prime Site AG holds, at the end of the
additional acceptance period of the exchange offer on 15 October 2009,
16:00 h Central European Summer Time (CEST), a total of 4,118,629
of Jelmoli Holding AG, corresponding to 96.05% of the share capital and
the voting rights of Jelmoli Holding AG.
present final results are preliminary. Swiss Prime Site AG will publish
the definitive final results in the print media presumably on 21
has been informed of the revised intention of Walter Fust in connection
with the exchange offer of SPS
Walter Fust has informed Jelmoli Holding Ltd that on September 24, 2009
he has tendered his shares to Swiss Prime Site AG (SPS) on the terms of
the public exchange offer.
information regarding the exchange offer of SPS and the report of the
of directors of Jelmoli Holding Ltd are available at
Holding Ltd: Annual General Meeting, June 16, 2009
Jelmoli Holding Ltd ("Jelmoli") held the Annual General Meeting.
shareholders have approved all proposals of the Board of Directors in
with the amendments on 16 June 2009.
shareholders attended the 114th Annual General Meeting of Jelmoli
Ltd. today. They represented 64.64 percent of the company's share
and the same percent of votes.
AGM approved the 2008 annual report, annual financial statements and
financial statements, as well as the Board's proposal on the
of net profit. In addition the Board was discharged. The dividends to
paid out are unchanged since last year: CHF10 per registered share.
capital has been created in order to perform the obligations under the
settlement agreement with the former Tivona shareholders has been
the purposes of the company and the articles of association have been
A motion of a shareholder, who asked for an amendment of the articles
association in order to provide for a regulation that not the board of
directors determines its remuneration but that the shareholders meeting
defines such remuneration, has been rejected by a large majority of the
Mr. Christopher Chambers, Michael Müller, Markus Dennler, Walter Fust
and Barthélemy Helg were re-elected as members of the Board of
Mr. Klaus Wecken, Bernhard M. Hammer and Rudolf Huber were newly
as members of the Board of Directors for a two year term of office.
AG, Zurich has been re-elected as auditor for another year's period.
Holding Ltd Annual General Meeting of June 16, 2009: Board membership
Annual General Meeting of Jelmoli Holding Ltd on June 16, 2009 will
resolution on membership changes in the Board of Directors. Walter
Barthélemy Helg and Harald Pinger will not be standing for re-election.
Christopher Chambers, Michael Müller and Markus Dennler are proposed
for re-election to a further 2-year term of office. Josef Anton Felder,
Rodolfo Lindner and Klaus Rudolf Wecken are proposed as new members for
election to a 2-year term of office. All three of these candidates are
well-proven independent experts in the real estate sector. Christopher
Chambers will continue as Board Chairman if re-elected.
Felder is a Swiss citizen, born 1961, residing in Hohentannen, SG. Mr.
Josef Felder graduated as Accountant/Controller with a federal diploma
and completed the Advanced Management Program (AMP) of the Harvard
School, Boston. Since 2008 Mr. Felder works as an independent board
From 2000 to 2008 he was CEO of Unique (Flughafen Zürich AG), Zurich,
and from 1998 to 2000 CEO and designated overall leader of Future of
Zurich Airport (Gesamtleiter Zukunft Flughafen Zürich) of the
Zurich. Since 2008 Mr. Felder is member of the board of directors of
Careal Holding AG, the Cantonal Bank of Lucerne, the Schulthess Group,
Zingg-Lamprecht, the HTC Corp. and Edelweiss Air as well as chairman of
the foundation board of pro juventute.
Lindner is a Swiss citizen, born 1965, residing in Oberwil, BL. Mr.
Lindner studied law and business administration at the University of
He completed the education with an emphasis on the areas of real estate
law and European company law with a master degree (lic.iur.).
he completed an education as MRICS (Member of the Royal Institution of
Chartered Surveyors) and graduated from the school for real estate
SVIT. Furthermore, he holds an Executive MBA (Boston/Zurich). As head
the real estate department (member of the executive management) from
to 2004 he had the overall responsibility for the organisation of the
estate of the Schweizerische National-Versicherungs-Gesellschaft. From
2004 to 2009, he acted as Chief Investment Officer and a member of the
group management. Mr. Lindner is chairman of the board of the pom+
and of pom+ International as well as member of the board of directors
Energy & Infrastructure Management S.a.r.l., Luxembourg and of SIC
Invent AG (Schilli Implantology)
Rudolf Wecken is a German citizen, born 1951, residing in Bettingen,
Mr. Klaus Rudolf Wecken graduated from the University of Freiburg i.
in economy. Between 1974 and 1997, he was co-founder, general manager
board member of different companies in Germany and in Switzerland. From
1999 to 2009, he was co-founder and main shareholder of TIVONA AG,
From 2001 to 2002 he was member of the board of directors of Jelmoli
Ltd, Zurich. Since 2008 he is chairman of the supervisory board of
AG, Bregenz, and of Jedox AG, Freiburg.
to the Annual General Meeting of June 16, 2009 will be by publication
the Swiss Commercial Gazette on May 25, 200
provides additional information on real estate portfolio ahead of
listing of Jelmoli and Athris on March 30, 2009
Holding Ltd ("Jelmoli") provides additional information on its Swiss
estate portfolio prior to the separate listing of Jelmoli and Athris
Ltd ("Athris") on March 30, 2009. Jelmoli will be included in the real
estate segment of the SIX Swiss Exchange with immediate effect. The
in the Swiss Real Estate Index and the EPRA Index is expected for
Jelmoli real estate portfolio including the Tivona properties which
acquired in February 2009 consists of 131 properties with a combined
value of CHF 4.1 billion (based on segment values) as of December 31,
87% of the property value is in first class locations and the top 5
account for approximately 40% of the value. Approximately 10% of the
results from development projects such as the shopping center Stücki
in Basel, which will be completed in 2009. Jelmoli is the only public
estate company in Switzerland with a focus on high street retail
61% of rental income is derived from high quality retail tenants (74%
related activities such as parking and storage). The average duration
rental contracts is approximately 10 years; the vacancy rate amounts to
3.5% (excl. projects). For the full twelve months 2009, the combined
and Tivona portfolio will generate rental income of approximately CHF
million, including development projects from the expected date of
The full run-rate rental income after completion of all current
projects for the portfolio amounts to approximately CHF 240 million.
now provides for the first time detailed information on Jelmoli's real
estate portfolio on a property-by-property basis, which can be accessed
via the Jelmoli homepage (www.jelmoliholding.ch) and will provide
access to key information relevant for their investment decision ahead
of the publication of the annual report on April 28, 2009, which will
in compliance with the additional rules of SIX Swiss Exchange for the
of real estate companies. In addition, the independent valuer reports
by Wüest & Partner for the Jelmoli and the Tivona portfolio as
of December 31, 2008, will be available via the Jelmoli homepage as of
Jelmoli bearer shares with a nominal value of CHF 50 have been traded
for the last time and are being delisted. They are being split and
into new Jelmoli registered shares with a nominal value of CHF 10 which
will trade for the first time Monday March 30, 2009. The share capital
of Jelmoli amounting to CHF 38,153,940 has been increased through the
issuance of 250,000 registered shares (with a nominal value of CHF 10)
to CHF 40,653,940 (authorized capital increase). All new shares have
subscribed for by Pelham Investments S.A. as compensation for ceding
in Jelmoli. The newly issued shares will also be listed and traded for
the first time on March 30, 2009.
registered and bearer shares of Athris are being distributed by way of
a dividend in kind and will be listed as well as from Monday March 30,
2009. At the same time the share buy-back program will commence by
issuing tradable put options to buy back its bearer and registered
am very pleased that the implementation of the Strategic Plan will be
on March 30, 2009. This will mark the beginning of a new area in the
of Jelmoli, and the beginning of Athris as a new and exciting company
ample investment opportunities in today's market environment. Having
the successful implementation of the Strategic Plan, I now intend to
entirely on the Jelmoli business and will therefore step down from the
board of Athris as of the first day of trading." said Christopher
Chairman of the Board of Directors of Jelmoli.
Approve Jelmoli Proposal
of the two outstanding bonds issued by Jelmoli Holding AG ("Jelmoli"),
with the principal amounts of CHF 175 million and CHF 200 million,
proposals whereby, if shareholders vote for the distribution of a
dividend as a key element of the proposed Strategic Plan for the
no request would be made by bondholders for repayment of the two bonds
ahead of schedule. In exchange, Jelmoli agreed to adjust the
on each bond and will pay interest of 4.25 % p.a. (for the 4 % bond
July 5, 2011) and 4.625 % p.a. (for the 3 1/8 % bond maturing July 11,
2013) under the condition and starting with the distribution of the
approved the proposals put to them at today's meetings by significant
Shareholders will vote on the Strategic Plan at an Extraordinary
Meeting on January 23rd, 2009.
today's bondholders' meeting for the CHF 175'000'000 4 % bonds issued
Jelmoli and maturing on July 5, 2001, bondholders were representing CHF
66'465'000 or 37.98 % of the capital. 99 % of the represented capital
the proposal. At the bondholders'
for the CHF 200'000'000 3 1/8 % bonds issued by Jelmoli and maturing
11, 2013, bondholders were representing CHF 48'325'000 or 24.16 % of
capital. In this vote, 81.61 % of the represented capital approved the
Chambers, Chairman of Jelmoli's Board of Directors, welcomed the
decision, following the successful negotiations for the refinancing of
the US Private Placement before Christmas. "We now look forward to the
Extraordinary General Meeting on January 23rd, 2009, at which the
Plan will be presented to shareholders for final approval."
plans extraordinary shareholder meeting in the second half of January
Holding AG announces today that the Extraordinary Shareholders' Meeting
to approve the strategic plan proposed by the Board of Directors is
to be held in the second half of January 2009.
the challenging market environment, the Board of Directors believes
the reason for the delay of the Extraordinary Shareholders' Meeting,
planned for November 5, 2008, is now no longer an impediment to the
transaction. In the light of the anticipated broad public support of
major shareholders the Board of Directors expects to be able to
the strategic plan, including the distribution and listing of the
company shares, within a short period after the shareholders meeting.
Jelmoli has been informed by Gustav Stenbolt, one of its non-executive
Board members, of his intention to step down from the Board of
as of 31 December 2008. He has decided to retire from his role at
due to his increasing business commitments outside the group. "The
of Jelmoli wishes to thank Mr. Stenbolt for his significant
to Jelmoli as former Chief Executive and as a member of the Board of
Mr. Stenbolt also played a key role in the development and
of the strategic plan, which will position Jelmoli for a continued
development in the future," said Christopher Chambers, Chairman of the
Board of Directors.