HOMBURG INVEST INC. - AFM
HOMBURG INVEST INC. - AFM
HOMBURG INVEST INC. - AFM
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This prospectus does not constitute an offering of securities in Canada. The securities described herein have not been and will<br />
not be registered under the United States Securities Act of 1933, as amended, and, subject to certain exceptions, may not be<br />
offered or sold within the United States or to, or for the account or benefit of U.S. persons. See Chapter 21 “Plan of Distribution<br />
of the New Shares”.<br />
Information has been incorporated by reference in this prospectus from documents filed with the securities commissions or<br />
similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without<br />
charge from the Secretary of Homburg Invest Inc. at Suite 600, 1741 Brunswick Street, Halifax, Nova Scotia, B3J 3X8<br />
(telephone: +1 902 468-3395) and are also available electronically at www.sedar.com.<br />
PROSPECTUS<br />
<strong>HOMBURG</strong> <strong>INVEST</strong> <strong>INC</strong>.<br />
(incorporated under the laws of the province of Alberta, Canada)<br />
July 5, 2007<br />
Listing of up to 53,937,604 Class A Subordinate Voting Shares with no par value<br />
This prospectus (“Prospectus”) constitutes a prospectus for the purpose of Article 3 of Directive<br />
2003/71/EC (the “Prospectus Directive”) and has been prepared in accordance with Section 5:2 of the<br />
Financial Supervision Act (Wet op het financieel toezicht) and the rules promulgated thereunder. This<br />
Prospectus has been approved by and filed with the Autoriteit Financiële Markten (the “<strong>AFM</strong>”), the<br />
financial markets authority of the Netherlands.<br />
This Prospectus has been prepared for the sole purpose of seeking admission to trading on Eurolist, as<br />
defined below, of up to 53,937,604 Class A Subordinate Voting Shares (the “Listing Shares”) of<br />
Homburg Invest Inc. (“Homburg” or the “Company”). No offering of securities is being made<br />
pursuant to this Prospectus.<br />
The Company’s Class A Subordinate Voting Shares (the “Class A Shares”) are listed on the stock<br />
market operated by Euronext Amsterdam N.V. (“Euronext”) under the name Eurolist by Euronext<br />
Amsterdam (“Eurolist”) under the symbol “HII”. The Company’s Class A Shares and Class B<br />
Multiple Voting Shares (the “Class B Shares”) are also listed on the Toronto Stock Exchange (the<br />
“TSX”) under the symbols “HII.A” and “HII.B”, respectively. On May 3, 2007, the last trading day<br />
prior to the announcement of the Offering, as defined below, the closing price of the Class A Shares<br />
was $6.40 on the TSX and €3.90 on Eurolist.<br />
The Company intends to apply for admission of the Listing Shares to trading on Eurolist. Trading on<br />
Eurolist of the Listing Shares is expected to commence on or about July 11, 2007 (the “Euronext<br />
Listing Date”) or as soon as possible thereafter.<br />
An investment in Class A Shares is subject to certain risks, which should be considered by<br />
prospective purchasers. See the “Risk Factors” section of this Prospectus.<br />
The Listing Shares are comprised of (1) 36,200,000 Class A Shares (the “Offer Shares”) newly issued<br />
by the Company pursuant to an offering (the “Offering”) to non-EEA residents of subscription<br />
receipts in respect of Class A Shares on the basis of a prospectus issued in Canada on June 5, 2007<br />
and subject to the terms thereof (2) 12,307,604 Class A Shares (the “Existing Shares”) issued by the<br />
Company prior to the Offering and unrelated thereto, and (3) any Additional Shares, as described<br />
hereafter.
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In connection with the Offering, the Company has granted to BMO Nesbitt Burns Inc., CIBC World<br />
Markets Inc., RBC Dominion Securities Inc., National Bank Financial Inc., TD Securities Inc., HSBC<br />
Securities (Canada) Inc., Wellington West Capital Markets Inc. and Beacon Securities Ltd.<br />
(collectively, the “Underwriters”) an option (the “Over-Allotment Option”) to cover over-allotments,<br />
if any, and for market stabilization purposes, which may be exercised in whole or in part for a period<br />
of 30 days from closing of the Offering, entitling them to purchase up to a maximum of 5,430,000<br />
subscription receipts in respect of additional Class A Shares (the “Additional Shares”) on the same<br />
terms as set out above. The underwriters will not effect market stabilization in Europe. Where<br />
reference is made to the New Shares, this shall include the Offer Shares and any Additional Shares.<br />
The disclosure contained in this Prospectus does not give effect to the Over-Allotment Option, except<br />
where otherwise indicated.<br />
The TSX has conditionally approved the listing of the subscription receipts and the Class A Shares<br />
issuable pursuant to the subscription receipts offered on the basis of the a prospectus issued in Canada<br />
on June 5, 2007. Listing on the TSX will be subject to the Company fulfilling all of the listing<br />
requirements of the TSX on or before August 2, 2007.<br />
The head and principal offices of Homburg are located at Suite 600, 1741 Brunswick Street, Halifax,<br />
Nova Scotia B3J 3X8 and its registered office is located at 3700 Canterra Tower, 400 Third Avenue<br />
S.W., Calgary, Alberta T2P 4H2, Canada.
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TABLE OF CONTENTS<br />
1. PROSPECTUS SUMMARY ....................................................................................................................................................... 4<br />
2. RISK FACTORS........................................................................................................................................................................ 20<br />
3. IMPORTANT INFORMATION ............................................................................................................................................... 29<br />
4. GLOSSARY OF TERMS .......................................................................................................................................................... 31<br />
5. TERMS USED TO DESCRIBE <strong>HOMBURG</strong> AND ITS MANAGEMENT ........................................................................... 34<br />
6. RELIANCE ON THIRD PARTY INFORMATION ................................................................................................................ 34<br />
7. CURRENCY AND EXCHANGE RATE INFORMATION .................................................................................................... 35<br />
8. DOCUMENTS <strong>INC</strong>ORPORATED BY REFERENCE............................................................................................................ 35<br />
9. PRESENTATION OF FINANCIAL STATEMENTS.............................................................................................................. 37<br />
10. THE COMPANY....................................................................................................................................................................... 38<br />
11. PROPERTY PORTFOLIO ........................................................................................................................................................ 50<br />
12. MARKET DESCRIPTION........................................................................................................................................................ 62<br />
13. MANAGEMENT OF <strong>HOMBURG</strong> ........................................................................................................................................... 68<br />
14. RECENT DEVELOPMENTS ................................................................................................................................................... 95<br />
15. THE ALEXIS NIHON ACQUISITION.................................................................................................................................. 100<br />
16. ORGANIZATIONAL STRUCTURE ..................................................................................................................................... 103<br />
17. DEBT OVERVIEW................................................................................................................................................................. 106<br />
18. SELECTED FINANCIAL INFORMATION.......................................................................................................................... 109<br />
19. CONSOLIDATED CAPITALIZATION ................................................................................................................................ 114<br />
20. DESCRIPTION OF SHARE CAPITAL ................................................................................................................................. 114<br />
21. PLAN OF DISTRIBUTION OF THE NEW SHARES .......................................................................................................... 121<br />
22. USE OF PROCEEDS OF THE NEW SHARES..................................................................................................................... 123<br />
23. SHARE TRADING INFORMATION .................................................................................................................................... 123<br />
24. DISCLOSURE OF INFORMATION...................................................................................................................................... 124<br />
25. MARKET REGULATION...................................................................................................................................................... 127<br />
26. CERTAIN FEDERAL <strong>INC</strong>OME TAX CONSIDERATIONS ............................................................................................... 127<br />
27. DUTCH COLLECTIVE <strong>INVEST</strong>MENT SCHEMES LICENSE .......................................................................................... 132<br />
28. AUDITORS, TRANSFER AGENT AND REGISTRAR ....................................................................................................... 132<br />
29. MATERIAL CONTRACTS .................................................................................................................................................... 132<br />
30. INTEREST OF EXPERTS ...................................................................................................................................................... 133<br />
31. PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION......................................................... 133<br />
32. INDEX TO FINANCIAL STATEMENTS ............................................................................................................................. 134<br />
33. CONSENT OF GRANT THORNTON LLP........................................................................................................................... 135<br />
34. AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS OF <strong>HOMBURG</strong> FOR THE FINANCIAL<br />
YEAR ENDED DECEMBER 31, 2006, PREPARED IN ACCORDANCE WITH CANADIAN GAAP ........................... 136<br />
35. AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS OF <strong>HOMBURG</strong> FOR THE FINANCIAL<br />
YEAR ENDED DECEMBER 31, 2006 AND 31 DECEMBER 2005 PREPARED IN ACCORDANCE WITH IFRS ...... 159<br />
36. UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF <strong>HOMBURG</strong>, 31 MARCH 2007,<br />
PREPARED IN ACCORDANCE WITH CANADIAN GAAP ............................................................................................. 183<br />
37. MANAGEMENT´S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION OF<br />
<strong>HOMBURG</strong>, THREE MONTHS ENDED MARCH 31, 2007, PREPARED IN ACCORDANCE WITH CANADIAN<br />
GAAP ....................................................................................................................................................................................... 219<br />
38. UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF <strong>HOMBURG</strong>, 31 MARCH 2007,<br />
PREPARED IN ACCORDANCE WITH IFRS ...................................................................................................................... 237<br />
39. AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF ALEXIS NIHON FOR THE YEARS ENDED<br />
DECEMBER 31, 2006 AND 2005, PREPARED IN ACCORDANCE WITH CANADIAN GAAP ................................... 272<br />
40. SCHEDULE OF SELECTED FINANCIAL INFORMATION OF ALEXIS NIHON FOR THE YEAR ENDED<br />
DECEMBER 31, 2006 AND THE THREE-MONTH PERIOD ENDED MARCH 31, 2007............................................... 289<br />
41. UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF ALEXIS NIHON, 31 MARCH<br />
2007, PREPARED IN ACCORDANCE WITH CANADIAN GAAP ................................................................................... 297<br />
42. UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF <strong>HOMBURG</strong> FOR THE YEAR<br />
ENDED DECEMBER 31, 2006 AND THE THREE-MONTH PERIOD ENDED MARCH 31, 2007 ................................ 312
1. PROSPECTUS SUMMARY<br />
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The following is a summary of the principal features of the Offering only and is to be read as<br />
an introduction to the Prospectus. It should be read in conjunction with, and is qualified in its entirety<br />
by, the more detailed information and financial data contained elsewhere or incorporated by<br />
reference in this Prospectus. Any decision to invest in the shares of the Company should be based on<br />
consideration of the Prospectus as a whole by the investor. For an explanation of certain terms and<br />
abbreviations used in this Prospectus and not otherwise defined, please refer to the “Glossary<br />
of Terms” at the end of this Prospectus.<br />
No civil liability attaches to the Company solely on the basis of the summary, including any<br />
translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the<br />
other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus<br />
is brought before a court in a Member State of the European Economic Area, the plaintiff may, under<br />
the national legislation of the Member State of the European Economic Area where the claim is<br />
brought, be required to bear the costs of translating the Prospectus before the legal proceedings are<br />
initiated.<br />
Overview<br />
Homburg is an international real estate investment and development company based in Halifax, Nova<br />
Scotia. Homburg owns and develops a diversified portfolio of quality real estate, including office, retail,<br />
industrial and residential apartment and townhouse properties in Canada, Europe and the United States. The<br />
Company also owns land assets for residential or commercial development in Calgary and Edmonton, Alberta,<br />
Montréal, Québec and Charlottetown, Prince Edward Island.<br />
Over the past several years, Homburg has become increasingly active in the direct development of<br />
properties. These development activities have been primarily conducted in Calgary, Alberta, and have included<br />
both commercial and multi-unit residential projects. In late 2006, Homburg also entered into partnerships for<br />
two development projects in Montréal, Québec.<br />
The Class A Shares and the Class B Shares of Homburg are listed and posted for trading on the TSX<br />
under the symbols HII.A and HII.B, respectively. The Class A Shares are also listed and posted for trading on<br />
Eurolist under the symbol HII. See “Description of Share Capital”.<br />
A subsidiary of Homburg now owns 100% of the issued and outstanding units of Alexis Nihon, largely<br />
pursuant to an offer made in February 2007. On June 5, 2007 Homburg and Alexis Nihon announced the<br />
completion of the Cominar Sale, pursuant to which certain Alexis Nihon properties were sold to Cominar. See<br />
Chapter 15 “The Alexis Nihon Acquisition”.<br />
Growth Profile<br />
Competitive Strengths<br />
The Company has grown its real estate portfolio from approximately $89 million as at December 31,<br />
2000 to approximately $2.0 billion as at March 31, 2007. Pro forma to give effect to the Alexis Nihon<br />
Acquisition and the Cominar Sale, the Company would have had real estate assets of approximately $2.5 billion<br />
as at March 31, 2007.<br />
The following chart illustrates the Company’s asset growth from 2000 to March 31, 2007.
Notes:<br />
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(1) Compound annual growth rate is calculated as ( ( ( Ending Value / Beginning Value )( 1 / # of Years )) _1 ) and is based on total<br />
assets.<br />
(2) Totals and Compound Annual Growth Rate calculations are based on pro forma figures giving effect to the Alexis Nihon<br />
Acquisition and the Cominar Sale.<br />
Since December 31, 2000, the Company has acquired and developed approximately 9 million square<br />
feet of office, industrial, retail and residential properties in Canada. The Company’s current development<br />
pipeline, which includes 17 projects, demonstrates how the Company expects to grow its business through the<br />
development of new projects, in addition to continuing to achieve organic growth within its existing income<br />
producing property portfolio through active tenant management. See paragraph 10.2 “Growth History”,<br />
paragraph 11.3 “Development Projects”, Chapter 14 “Recent Developments” and Chapter 15 “The Alexis Nihon<br />
Acquisition”.<br />
Economies of Scale<br />
Homburg’s significant international real estate portfolio of approximately $2.0 billion as at March 31,<br />
2007 ($2.5 billion as at the same date pro forma to give effect to the Alexis Nihon Acquisition and the Cominar<br />
Sale) provides many economies of scale including:<br />
• Improved access to capital. Homburg’s international exposure and overall scale allow it to access the capital<br />
markets in more than one country, thereby increasing available financing alternatives and improving its cost of<br />
capital by eliminating exposure to any one market in isolation. The Company’s access to capital, including its<br />
extensive secured and unsecured bond issuance programs, has assisted the Company in achieving its growth<br />
objectives to date. See Chapter 17 “Debt Overview”.<br />
Homburg’s dual listing on the TSX and Eurolist provides the Company with instant recognition in both Canada<br />
and Europe and facilitates access to these two important capital markets. The Company will continue to monitor<br />
the capital markets in Canada, Europe and the United States to access the most efficient sources of capital.<br />
• Centralized management structure. Through the Company’s ongoing relationship with Homburg Canada and<br />
its senior management team, Homburg efficiently manages and proactively responds to a number of portfolio<br />
considerations. This includes leveraging tenant relationships, identifying and executing on growth opportunities<br />
on a global basis, benefiting from cost reduction initiatives and having an efficient decision making process that<br />
reduces transaction costs and transaction turnaround time. See paragraph 13.7 “Related Party Transactions”<br />
under the heading “Agreements with Related Parties” for more information on Homburg Canada and the<br />
services it provides.
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• Potential to capitalize on market consolidation. Due to its well-established portfolio of real estate as well as its<br />
exposure to various asset classes and marketplaces, Homburg has insight into and access to various market<br />
consolidation opportunities. Exposure and expertise in various international markets allow Homburg to invest<br />
where pricing and opportunities are most attractive at any given point in time. See paragraph 10.2 “Growth<br />
History”, Chapter 14 “Recent Developments” and Chapter 15 “The Alexis Nihon Acquisition”.<br />
Portfolio Diversification<br />
The Company’s risk management strategy incorporates portfolio diversification over various countries,<br />
portfolio types, lease durations and tenant types.<br />
In the three-month period ended March 31, 2007, the Company derived approximately 81% of its net<br />
operating income from Europe, 17% from Canada and 2% from the United States. The Company’s objective is<br />
to develop a geographically diversified portfolio of real estate assets, well balanced over these three geographic<br />
regions. In addition, the Company’s portfolio currently consists of four asset classes: office, industrial, retail and<br />
residential, as well as land held for development. In the three-month period ended March 31, 2007, the<br />
Company derived approximately 65% of its net operating income from office properties, 22% from industrial<br />
properties, 12% from retail properties and 1% from residential properties. The Company’s strategy with respect<br />
to asset class distribution is to diversify its revenues across office, industrial and retail properties, while also<br />
pursuing residential development projects.<br />
The following charts illustrate (i) the geographic distribution by net operating income and (ii) the asset<br />
class distribution by net operating income, of the Company’s real estate portfolio in the three-month period<br />
ended March 31, 2007.<br />
In the three-month period ended March 31, 2007, pro forma to give effect to the Alexis Nihon<br />
Acquisition and the Cominar Sale, (i) the Company would have derived approximately 67% of its net operating<br />
income from Europe, 31% from Canada and 2% from the United States, and (ii) the Company would have<br />
derived approximately 58% of its net operating income from office properties, 19% from industrial properties,<br />
21% from retail properties and 2% from residential properties.<br />
The following charts illustrate (i) the geographic distribution by net operating income and (ii) the asset<br />
class distribution by net operating income, of the Company’s real estate portfolio in the three-month period<br />
ended March 31, 2007, pro forma to give effect to the Alexis Nihon Acquisition and the Cominar Sale.
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Homburg’s lease portfolio consists of contracts with staggered maturity dates. In general, the<br />
Company’s real estate assets located in Canada and the United States have shorter lease terms than those in<br />
Europe. Homburg’s strategy is to effectively manage a balance between shorter lease terms, which enable it to<br />
renew lease contracts and attract new tenants while capitalizing on increasing market rental rates where<br />
available, and longer lease terms, where appropriate, to provide portfolio stability and increase predictability of<br />
revenue.<br />
As at March 31, 2007, the Company’s lease portfolio had a weighted average occupancy rate of 98%<br />
and the weighted average remaining term of all leases was approximately 9.3 years. The following chart<br />
illustrates Homburg’s lease maturity schedule based on total square footage maturing in a given year (assuming<br />
tenants do not exercise renewal options and, in respect of the leases for the Zellers portfolio, assuming that<br />
Homburg or Zellers exercises its renewal option to extend its maturity to 2023 prior to the expiration of the<br />
current term in 2018) as a percentage of total gross leasable area.
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The Company’s lease portfolio is also diversified by tenant type. The Company seeks multi-tenant<br />
properties, but also acquires properties with Single Tenant Triple Net Leases as attractive opportunities become<br />
available. As at March 31, 2007, approximately 64% of Homburg’s portfolio consisted of Single Tenant Triple<br />
Net Leases as measured by total property revenue. See also paragraph 11.4 “Description of the Company’s Most<br />
Significant Investment Properties”.<br />
The Company has numerous relationships with strong national and international tenants. As illustrated<br />
in the following table, as at December 31, 2006, the Company’s 10 largest tenants accounted for approximately<br />
65% of its total property revenue. As at December 31, 2006, pro forma to give effect to the Alexis Nihon<br />
Acquisition and the Cominar Sale, the Company’s 10 largest tenants would have accounted for approximately<br />
42% of its total property revenue.
Notes:<br />
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(1) Percentage based on total property revenue of Homburg for the year ended December 31, 2006, pro forma to give effect to the<br />
Alexis Nihon Acquisition and the Cominar Sale.<br />
(2) Infineon Technologies offers semiconductor and system solutions addressing energy efficiency, mobility and security. In the<br />
fiscal year 2006, the company reported sales of €7.9 billion and earnings before interest, taxes, depreciation and amortization<br />
(EBITDA) of U.S. $1.8 billion with approximately 42,000 employees worldwide and an equity market capitalization of<br />
approximately U.S. $11.6 billion as at April 30, 2007. With a global presence, Infineon operates through its subsidiaries in the<br />
U.S., Asia-Pacific region from Singapore and Japan from Tokyo. Infineon is listed on the Frankfurt Stock Exchange and on the<br />
New York Stock Exchange under the symbol IFX.<br />
(3) Quelle AG Trading is a large provider of technical goods in the German mail order market and is part of the Karstadt Quelle AG<br />
Group. The group reported sales in 2006 of €13.1 billion and EBITDA of €408.9 million with approximately 55,572 employees.<br />
(4) Assuming that Homburg or Zellers exercises its renewal option in respect of the leases for the Zellers portfolio to extend its<br />
maturity to 2023 prior to the expiration of the current term in 2018.<br />
(5) Following its acquisition of 63 properties from SEB Group, the Company expects to earn total lease revenue from SEB Group of<br />
approximately $18 million per year, which would make SEB Group the second largest tenant of the Company by property<br />
revenue. See paragraph 14.2 “Other Recent Developments” under the heading “Acquisition of SEB Group Property Portfolio in<br />
the Baltics”.<br />
(6) Generally, the Company’s largest European leases, including those listed in the above table, are subject to annual rent increases.<br />
The increases are generally based upon one of the following four methods: (i) a specific amount increase every year, (ii) a<br />
specific percentage increase every one or two years, (iii) an annual increase based upon an agreed percentage of the national price<br />
index, provided in certain cases that a minimum increase threshold is met, and (iv) an annual increase based on the national price<br />
index, subject to a maximum of 5%, but not subject to a minimum increase threshold.<br />
(7) The Company’s leases with Zellers and Co-op Atlantic, its two largest North American tenants by property revenue listed in the<br />
above table, are also subject to automatic rent increases over set periods of time of between four and six years, based upon a fixed<br />
percentage increase in the case of Zellers and the consumer price index in the case of Co-op Atlantic.<br />
Management Expertise<br />
Management has a strong track record in successfully operating a broad cross section of real estate<br />
properties and development projects. Such experience allows Homburg to identify and execute on investment<br />
opportunities across Canada, Europe and the United States. Homburg’s track record of management success<br />
spans markets across the world and provides the Company with international market insight.<br />
Property Portfolio<br />
Homburg currently owns real estate properties in British Columbia, Alberta, Ontario, Québec, New<br />
Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador in Canada, Texas and Colorado in<br />
the United States, and Germany and the Netherlands in Europe.<br />
The following table outlines the investment properties directly or indirectly owned by Homburg as at<br />
March 31, 2007, pro forma to give effect to the Alexis Nihon Acquisition and the Cominar Sale.
Note:<br />
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(1) Place Alexis Nihon has been included in the office properties category and includes an office, retail and multi-family residential<br />
component.<br />
Business Strategy<br />
The Company’s strategy is to develop a diversified real estate portfolio in Canada, Europe and the<br />
United States which generates stable and growing cash flows. Homburg focuses on managing its existing<br />
portfolio and on acquiring and developing properties that have stable cash flows and superior growth<br />
opportunities in an effort to maximize overall return on investment. Homburg also aims to provide its tenants<br />
with attractive office, retail, industrial and residential units by holding its property managers to superior<br />
professional standards.<br />
The Company intends to grow its real estate portfolio nationally and internationally through both<br />
profitable<br />
development projects and accretive acquisitions, with a focus on the creditworthiness of tenants and<br />
predictability and stability of cash flows. Industry trends, location, traffic counts, demographics and both the<br />
current and potential future competitive environments are some of the many critical factors that Homburg<br />
considers when evaluating a real estate asset.<br />
Homburg believes that a diversified real estate portfolio comprised of a mix of office, retail, industrial<br />
and residential properties, located in Canada, Europe and the United States, as well as land assets for<br />
development, provides the Company with an optimal balance of income stability and growth potential. In<br />
addition and as part of its overall strategy, the Company will occasionally acquire underperforming properties<br />
where its development and leasing expertise can be strategically leveraged.<br />
The Company has recently increased its presence in Canada and the United States through, among<br />
other things, the Alexis Nihon Acquisition in Canada, as well as the Company’s recently announced joint<br />
venture with Cedar Shopping Centers and investment in DIM Vastgoed N.V, both increasing the Company’s<br />
stake in the United States real estate market. In addition, the Company has recently announced an expansion of<br />
its real estate portfolio in Europe through the pending acquisition of 63 properties in the Baltic countries of<br />
Estonia, Latvia and Lithuania from SEB Group. See Chapter 14 “Recent Developments”.
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The Alexis Nihon Acquisition<br />
The Company believes that attractive opportunities currently exist in the Montréal, Québec real estate<br />
market. In the fourth quarter of 2006, Homburg identified the Alexis Nihon retail properties and Place Alexis<br />
Nihon as quality real estate in strong locations. In addition, Management believes that there is potential for<br />
increasing returns on, as well as net operating income from, those properties through revenue enhancing capital<br />
expenditures. On February 27, 2007, Homburg Acquisition, a wholly-owned Subsidiary of the Company, made<br />
the Offer for Alexis Nihon to purchase all of the units of Alexis Nihon other than the units held by Homburg<br />
Acquisition and its affiliates at a price of $18.60 in cash per unit.<br />
On April 6, 2007, Homburg announced that Homburg Acquisition had taken up 20,663,699 units of<br />
Alexis Nihon, representing approximately 70% of the issued and outstanding units, under the Offer for Alexis<br />
Nihon. Homburg Acquisition paid for such units on April 11, 2007 and, further to the completion of the Nihon<br />
Capital Reorganization, now owns 100% of the issued and outstanding units of Alexis Nihon. On May 24, 2007,<br />
Alexis Nihon announced the completion of the Alexis Nihon Acquisition through the Alexis Nihon Capital<br />
Reorganization, which was approved at a special meeting of the unitholders of Alexis Nihon held on May 17,<br />
2007.<br />
On June 5, 2007, Homburg and Alexis Nihon announced that they closed the Cominar Sale (excluding<br />
the sale of the Alexis Nihon Co-Owned Properties) effective on June 1, 2007, subject to customary property<br />
registrations to be completed shortly following the closing, pursuant to which Alexis Nihon sold the Alexis<br />
Nihon Industrial and Office Properties (other than the Alexis Nihon Co-Owned Properties) to Cominar for $575<br />
million, including the assumption of $238 million of debt relating to those properties. Pursuant to the Cominar<br />
Asset Sale Agreement, Cominar has also unconditionally offered to purchase Alexis Nihon’s interest in the<br />
Alexis Nihon Co-Owned Properties for a purchase price of approximately $17.3 million, including the<br />
assumption of approximately $3.2 million of debt relating to those properties, subject to the exercise or waiver<br />
by the co-owner of such properties of its rights of first refusal. See “Property Portfolio—Investment Properties”<br />
and “Property Portfolio — Description of the Company’s Most Significant Investment Properties” for more<br />
information on the properties of Alexis Nihon retained by Homburg, consisting of Place Alexis Nihon<br />
(including the office and residential components) and the retail properties of Alexis Nihon.<br />
The acquisition of a majority of the units of Alexis Nihon constitutes a significant gross change for<br />
Homburg within the meaning of Commission Regulation 809/2004. As such, this Prospectus includes a<br />
description of the acquisition including historical and pro forma financial statements. The historical financial<br />
statements include schedules of selected financial information with respect to the properties acquired by<br />
Homburg pursuant to the Alexis Nihon Acquisition that are being retained by it pursuant to the Cominar Sale.<br />
The pro forma adjustments contained in the unaudited pro forma combined financial statements included in this<br />
Prospectus are based upon the assumptions described in the notes to such unaudited pro forma combined<br />
financial statements, and provide the following information: (i) pro forma combined financial information of<br />
Homburg, giving effect to the Alexis Nihon Acquisition and the Cominar Sale, (ii) pro forma adjustments for<br />
the Offering (assuming the exchange of the subscription receipts for Class A Shares) and (iii) pro forma<br />
combined financial information of Homburg, giving effect to the Alexis Nihon Acquisition, the Cominar Sale<br />
and the Offering. The unaudited pro forma combined financial statements are presented for illustrative purposes<br />
only and are not necessarily indicative of the operating or financial results that would have occurred had the<br />
acquisition actually occurred at the times contemplated by the notes to the unaudited pro forma combined<br />
financial statements, the pro forma effect of the use of the net proceeds of this Offering or of the results<br />
expected in future periods.<br />
See Chapter 15 “The Alexis Nihon Acquisition” for further details about Alexis Nihon, the Alexis<br />
Nihon Acquisition and the Cominar Sale.
- 12 -<br />
The Listing<br />
The Listing Shares are comprised of (1) 36,200,000 Class A Shares (the “Offer Shares”) newly issued<br />
by the Company pursuant to an offering (the “Offering”) to non-EEA residents of subscription receipts in<br />
respect of Class A Shares on the basis of a prospectus issued in Canada on June 5, 2007 and subject to the terms<br />
thereof, (2) 12,307,604 Class A Shares (the “Existing Shares”) issued by the Company prior to the Offering and<br />
unrelated thereto, and (3) any Additional Shares.<br />
The Offering<br />
Amount: $190,050,000<br />
Price: $5.25 per subscription receipt.<br />
Over-Allotment Option: Homburg has granted to the Underwriters an option (the “Over-<br />
Allotment Option”) to cover over-allotments, if any, and for market<br />
stabilization purposes, which may be exercised in whole or in part<br />
for a period of 30 days from closing of the Offering, entitling them<br />
to purchase up to a maximum of 5,430,000 subscription receipts in<br />
respect of Additional Shares. See Chapter 21 “Plan of Distribution<br />
of the New Shares”.<br />
Closing Date of the Offering: June 13, 2007.<br />
Use of Proceeds: The Company will use the net proceeds of the Offering to repay all<br />
or a portion of the Bridge Loans which were put in place to finance<br />
the Alexis Nihon Acquisition. If, at the time of release of the<br />
Escrowed Funds to the Company, the amount outstanding under the<br />
Bridge Loans is lower than the net proceeds of the Offering, the<br />
remainder of such net proceeds after repayment of the Bridge Loans<br />
will be used for general corporate purposes. See paragraph 15.4<br />
“Financing”.<br />
Selected Financial Information<br />
The selected consolidated financial information set forth below is that of Homburg and its Subsidiaries.<br />
This information should be read in conjunction with management’s discussion &analysis and the Company’s<br />
Audited Consolidated Annual Financial Statements together with the notes thereto and the auditors’ report<br />
thereon as well as the Company’s Unaudited Consolidated Interim Financial Statements for the three-month<br />
period ended March 31, 2007 and the related MD&A, each prepared in accordance with Canadian GAAP and<br />
included or incorporated by reference in this Prospectus. The consolidated financial data are extracted or derived<br />
from the Company’s Audited Consolidated Annual Financial Statements or Unaudited Consolidated Interim<br />
Financial Statements prepared in accordance with Canadian GAAP for the financial year ended December 31,<br />
2006, 2005 and 2004 or the three-month period ended March 31, 2007, as the case may be. The selected<br />
consolidated financial data set forth below may not contain all of the information that is important to the<br />
prospective investors.
- 13 -
Holdings Prior to and After the Offering<br />
- 14 -<br />
Related Party Transactions<br />
As at June 4, 2007, Richard Homburg owns or has control and direction over 40,291,909 Class A<br />
Shares and 24,378,900 Class B Shares, representing in the aggregate 49% of the outstanding shares and 73.2%of<br />
the votes associated with all of the outstanding shares of the Company. After giving effect to the Offering<br />
(assuming the exchange of the subscription receipts for Class A Shares), Richard Homburg will own or have<br />
control or direction over Class A Shares and Class B Shares representing in the aggregate 38.5% of the<br />
outstanding shares and 70.3% of the votes associated with all of the outstanding shares.
Agreements with Related Parties<br />
- 15 -<br />
The agreements relating to the management, acquisition, disposition and financing of the assets and<br />
properties of the Company have been entered into by companies directly or indirectly controlled by Richard<br />
Homburg.<br />
Homburg Canada, a company indirectly controlled by Richard Homburg, has offices in Halifax and<br />
Dartmouth, Nova Scotia, Montréal, Québec, and Calgary and Edmonton, Alberta and has approximately 130<br />
employees. Homburg Canada’s senior management team has extensive experience in real estate finance,<br />
management, acquisition and development. Homburg Canada subcontracts its European asset and property<br />
management activities for Homburg’s European assets (excluding the Campeon Complex in Munich, Germany<br />
leased to Infineon Technologies AG) to Homburg Vastgoed, an entity controlled directly and indirectly by<br />
Richard Homburg. Homburg Vastgoed performs asset and property management services similar to those<br />
provided by Homburg Canada. In addition, Homburg Vastgoed actively sources new acquisition and financing<br />
opportunities for the Company through its offices in Amsterdam and Soest, in the Netherlands. The Campeon<br />
Complex in Munich, Germany is managed by an unrelated third party. Neither Homburg Canada nor any other<br />
party related to Richard Homburg receives property or asset management fees with respect to that property.<br />
Homburg Canada’s U.S. asset and property management activities for Homburg’s U.S. assets are carried on<br />
through Homburg Realty Services (US) Inc., a wholly-owned subsidiary of Homburg Canada.<br />
Almost all of the real estate assets directly or indirectly owned by the Company were managed by<br />
Homburg Canada pursuant to the Existing Property Management Agreements and Existing Asset Management<br />
Agreements. The Existing Property Management Agreements and Existing Asset Management Agreements<br />
have been replaced by the Master Property and Asset Management Agreement that covers all properties<br />
currently owned by Homburg, wherever located, except for properties held by the Minority Partnerships and the<br />
Campeon Complex in Munich, Germany which will continue to be managed by an unrelated third party without<br />
payment of property or asset management fees to Homburg Canada or any other party related to Richard<br />
Homburg. Such Master Property and Asset Management Agreement has been entered into between, inter alia,<br />
Homburg and Homburg Canada at the closing of the Offering and has an initial term expiring on June 30, 2016<br />
with automatic renewal terms of one year. Homburg Canada will continue to subcontract its European asset and<br />
property management activities for Homburg’s European assets (excluding the Campeon Complex in Munich,<br />
Germany) to Homburg Vastgoed, an entity controlled directly and indirectly by Richard Homburg. See<br />
“Management of Homburg — Related Party Transactions — Agreements with Related Parties”.<br />
A majority of the Company’s real estate assets are currently held through the Partnerships. Each<br />
Partnership has a general partner who is responsible for managing the Partnership and one or more Limited<br />
Partners who provide equity in return for limited partnership units. The General Partner for substantially all of<br />
the Partnerships is Homburg LP Management Incorporated. The General Partner is controlled directly and<br />
indirectly by Richard Homburg.<br />
The General Partner has full power and authority to transact the business of the Partnerships and to deal<br />
with the assets for the use and benefit of the Partnerships. For these purposes, the General Partner has sole,<br />
complete and unfettered power and authority to manage and carry on the business of the Partnerships and to do<br />
all things required in connection with the Partnership including, but not limited to, acquiring and disposing of<br />
real property, mortgaging and charging real property, contracting for service, banking, appointing auditors,<br />
making capital distributions and selling or acquiring limited partnership units. The Limited Partners cannot<br />
direct the General Partner, and can only remove it as general partner of a given Partnership upon its bankruptcy<br />
or default under the applicable limited partnership agreement. Except for the removal of the General Partner in<br />
the circumstances described above and the appointment of a new general partner, the Limited Partners shall<br />
have no right to direct the General Partner to implement any decision of the Limited Partners without the<br />
consent of the General Partner. The limited partnership agreement for a Partnership does not allow the Limited<br />
Partners to remove the General Partner except upon its bankruptcy or default under the applicable limited<br />
partnership agreement. In order for the Limited Partners of a Partnership to remove the General Partner in other<br />
circumstances, theymust first amend the applicable limited partnership agreement. The limited partnership<br />
agreement of a Partnership may be amended to change any of the foregoing provisions, including the provision<br />
which limits the circumstances under which the General Partner can be removed as general partner of the<br />
Partnership, by resolution passed at a meeting of unitholders of the Partnership provided such resolution is<br />
approved by a vote of persons, owning or representing in person or by proxy a minimum of 70% of all units of<br />
the Partnership, present or represented and entitled to vote at the meeting in favour of such amendment. The<br />
holders of 25% or more of the units of a Partnership may cause the General Partner to call a meeting of
- 16 -<br />
unitholders of a Partnership. Except for the Minority Partnerships, Homburg controls 99% of the voting rights<br />
attached to the units of each Partnership. See Chapter 16 “Organizational Structure”.<br />
Non-Competition Agreement<br />
Prior to closing of the Offering, the Homburg Parties will enter into the Non-Competition Agreement<br />
with Homburg, which will restrict certain investments in real estate by any of the Homburg Parties.<br />
Except for properties currently held by the Homburg Parties (see Paragraph 10.5 “Activities” under the<br />
heading “Management of Real Estate” for a description of the investment properties held by Homburg Canada),<br />
each of the Homburg Parties will be prohibited from directly or indirectly investing in or developing office,<br />
retail, residential, industrial or mixed-use investment properties, other than by way of equity investment into<br />
publicly traded companies, provided that each such investment is limited to 10% of the voting rights attached to<br />
the securities of any such publicly traded company, unless the Company has been offered such investment in<br />
accordance with the terms of the Non-Competition Agreement. If the Company refuses an investment offered to<br />
it in accordance with the terms of the Non-Competition Agreement, the Homburg Party having presented the<br />
investment shall have the right to make such investment on terms not more favorable to it than those offered to<br />
the Company within six months from such refusal, after which such investment must again be offered to the<br />
Company in accordance with the terms of the Non-Competition Agreement before it can be completed by any<br />
Homburg party. The restrictions in the Non-Competition Agreement will apply to all investment properties<br />
located in Canada, Europe and the United States. See Paragraph 13.7 “Related Party Transactions” under the<br />
heading “Non-Competition Agreement”.<br />
Dividend Policy<br />
Dividends are payable on all Class A Shares and Class B Shares if, as and when declared by the Board<br />
of Directors. Any dividends thus declared will be declared contemporaneously and paid at the same time and in<br />
the same amount per share on all the Class A Shares and Class B Shares at the time outstanding, without<br />
preference or priority of one share over another.<br />
The holders of the Class A Preferred Shares and the Class B Preferred Shares (subject to the<br />
preferences afforded to the Class A Preferred Shares over the Class B Preferred Shares) are entitled to the<br />
payment of dividends in priority to the holders of the Class A Shares, the Class B Shares and any other shares of<br />
the Company ranking junior to the Class A Preferred Shares or the Class B Preferred Shares from time to time<br />
to the payment of dividends. Such dividends are to be paid rateably with the other holders of Class A Preferred<br />
Shares or Class B Preferred Shares, as the case may be, provided that accumulated dividends, if any, are paid<br />
preferentially to the holders of such series as determined by the Board of Directors at the time the Preferred<br />
Shares are issued.<br />
The amount of any dividend paid on the shares of the Company is at the discretion of the Board of<br />
Directors, subject to the provisions of the ABCA. Since September 2004, dividends have been and, subject to<br />
the approval of the Board of Directors, will be paid semi-annually on March 30 and September 30 for Class A<br />
Shares and Class B Shares. The record date for dividend payments has typically been fifteen calendar days<br />
before the dividend payment date. The first semi-annual dividend of 2007 was paid in an amount of $0.18 per<br />
share on March 30, 2007 to Shareholders of record on March 15, 2007.<br />
On May 4, 2007 the Board of Directors approved an increase of the semi-annual dividend to $0.24 per<br />
share commencing with the second semi-annual dividend of 2007. If declared, this second semi-annual dividend<br />
payment would be paid on September 30, 2007 and would result in a total dividend payment of $0.42 per share<br />
for 2007, and is anticipated to result in an annualized dividend payment of $0.48 per share in 2008. The increase<br />
of the semi-annual dividend to $0.24 per share represents the fifth increase in the amount of the semi-annual<br />
dividend since the Company began paying dividends in September 2004. The Company aims to continue to<br />
make stable dividend payments going forward. This reflects the Company’s strategic goal of providing a dual<br />
return to its Shareholders through both dividends and appreciation in the value of its shares.<br />
Shareholders may opt to participate in the Dividend Reinvestment Plan. In each of the previous four<br />
dividend payments, between 61% and 86% of the total dividend payment was reinvested through the Dividend<br />
Reinvestment Plan. The Dividend Reinvestment Plan enables Shareholders to invest the cash dividends paid on<br />
the Class A Shares and Class B Shares in additional Class A Shares. A participant in the Dividend Reinvestment<br />
Plan may elect to invest cash dividends paid on its shares with respect to all or 50% of its shares. Class A Shares<br />
bought under the Dividend Reinvestment Plan are acquired at 97% of the average market price based on the
- 17 -<br />
weighted average closing price for the 20 days immediately preceding the applicable dividend date (subject to<br />
Board of Directors approval). More detailed financial information is available in the Dividend Reinvestment<br />
Plan, available electronically on the website of the Company at www.homburginvest.com.<br />
The table below sets forth the Company’s earnings, dividend and share price data for the three-month<br />
period ended March 31, 2007 and the years ended December 31, 2006, 2005 and 2004.<br />
Notes:<br />
(1) Cash dividend based on last twelve months ending March 31, 2007.<br />
(2) Class A Share price in 2005, 2006, and 2007 common share price in 2004.<br />
(3) Dividend Payout Ratio = Cash Dividend Declared per Share / Earnings per Share.<br />
(4) For the three months ended March 31, ratios and yields are calculated based on annualized Earnings per Share and annualized FFO per<br />
Share.<br />
(5) Dividend Yield = Cash Dividend Declared per Share / Share Price at Year End.<br />
(6) FFO Payout Ratio = Cash Dividend Declared per Share / FFO per Share.
Notes:<br />
- 18 -<br />
(1) The General Partner is controlled directly and indirectly by Richard Homburg, the Chairman and Chief Executive Officer of the<br />
Company. It is the general partner of all Limited Partnerships except for Viger Limited Partnership (the general partner of which<br />
is 4348931 Canada Inc., a corporation that is 50% held by the Company) and 333 Sherbrooke Street East (the general partner of<br />
which is 9129-8190 Québec Inc., a corporation that is 50% held by the Company)).<br />
(2) Homburg Canada is controlled indirectly by Richard Homburg, the Chairman and Chief Executive Officer of the Company.<br />
(3) Almost all of the real estate assets owned directly or indirectly by the Company are managed by Homburg Canada pursuant to the<br />
Existing Property Management Agreements and the Existing Asset Management Agreements, which have been replaced by the<br />
Master Property and Asset Management Agreement.<br />
See “Management of Homburg — Related Party Transactions — Agreements with Related Parties” for more details on Homburg<br />
Canada and the services it provides.
- 19 -<br />
Risk Factors<br />
Investing in the Class A Shares involves substantial risks that should carefully be considered by a<br />
prospective purchaser in deciding whether to invest in the Class A Shares. These risks, and other risks<br />
associated with an investment in the Class A Shares, include those related to: “Real Property Ownership”,<br />
“Concentration of Tenants”, “Reliance on Richard Homburg”, “Reliance on Property and Asset Management<br />
Agreements and General Partner”, “Competition”, “Growth Prospects and Management”, “International<br />
Operations”, “Fixed Costs”, “Financing Risks and Leverage”, “Liquidity of Real Property Investments”,<br />
“General Uninsured Losses”, “Indexation for Inflation and Duration of North American Lease Contracts”,<br />
“Access to Capital”, “Dilution”, “Interest Rate Exposure”, “Currency Exposure”, “Environmental Matters”,<br />
“Expansion and Development”, “Jointly Owned Property”, “Payment of Taxes and Tax Reassessment”,<br />
“Potential for Incurring Unexpected Costs or Liabilities”, “Investment Eligibility”, “Market Price” and<br />
“Liquidity and Volatility of Class A Shares”.
2. RISK FACTORS<br />
- 20 -<br />
Investing in Class A Shares involves a high degree of risk. Prospective purchasers of Class A<br />
Shares should carefully consider the following risk factors and the other information in this<br />
Prospectus before investing in Class A Shares. If any of the following risks actually occur, the<br />
Company’s business, results of operations or financial condition could be materially adversely<br />
affected. In that event, the value of the Class A Shares could decline and investors may lose part or all<br />
of their investment. Although the Company believes that the risk factors described below are its most<br />
material risks, they are not the only ones that the Company faces. Additional risk factors not presently<br />
known to the Company or that it currently deems immaterial may also have a material adverse effect<br />
on its business, results of operations or financial condition and could negatively affect the price of the<br />
Class A Shares.<br />
2.1 Risks Relating to the Business<br />
Real Property Ownership<br />
All real property investments are subject to a degree of risk. Such investments are affected by<br />
general economic conditions, such as availability of long-term mortgage funds, local real estate<br />
markets, supply and demand for leased premises, competition from other available premises and<br />
various other factors. The value of real property and any improvements thereto may also depend on<br />
the credit and financial stability of the tenants.<br />
Concentration of Tenants<br />
In the financial year ended December 31, 2006, the Company derived approximately 40.3%<br />
of its annual property revenues from its top two tenants, 52% from its top five tenants and 63.5% from<br />
its top 10 tenants. The Company’s revenues are sensitive to the ability of the Company’s key tenants<br />
to meet their rent obligations and the Company’s ability to collect rent from these tenants. If for any<br />
reason the Company were unable to collect rents from these key tenants, the Company’s revenues<br />
could be materially adversely affected.<br />
The Company’s income would be adversely affected if a few key or significant number of<br />
tenants were to become unable to meet their obligations under their leases or if a significant amount of<br />
available space in its properties were not able to be leased on economically favourable lease terms.<br />
Upon the expiry of any lease, there can be no assurance that the lease will be renewed or the tenant<br />
replaced. In certain cases and in certain jurisdictions (such as Germany, where long term leases are<br />
subject to strict formal requirements), tenants may have the right to terminate the leases prior to the<br />
expiration of their term, upon certain conditions. Although the Company has no reason to believe that<br />
any of its leases governed by German law does not comply with applicable law, form requirements<br />
are subject to court discretion and there may be a risk that some or all such leases do not satisfy the<br />
strictest interpretations of these requirements. In the event that a lease was terminated prior to its term,<br />
the terms of any subsequent lease may be less favourable to the Company than the existing lease. In<br />
the event of default by a tenant, delays or limitations in enforcing rights as a lessor may be<br />
experienced and substantial costs in protecting the Company’s investment may be incurred.<br />
Furthermore, at any time, a tenant of any of the Company’s properties may seek the protection of<br />
bankruptcy, insolvency or similar laws that could result in the rejection and termination of such<br />
tenant’s lease and thereby cause a reduction in the cash flow available to the Company. Costs may be<br />
incurred in making improvements or repairs required by a new tenant. The failure to rent unleased<br />
space on a timely basis or at all would likely have an adverse effect on the financial condition of the<br />
Company.
Reliance on Richard Homburg<br />
- 21 -<br />
Richard Homburg is the Chairman of the Board of Directors and Chief Executive Officer of<br />
the Company, Chairman of the Executive Board of Homburg N.V., Chairman and member of the<br />
Board of Management of Homburg Canada and Chairman of Homburg Uni-Corp Inc. Furthermore,<br />
Mr. Homburg is a member of the Board of Directors of Cedar Shopping Centers. As such, Mr.<br />
Homburg and the Company have strong links and the Company’s operations are influenced by the<br />
strategic course influenced by Mr. Homburg. Deterioration of this relationship could have a<br />
significant impact on the operations of the Company and its strategic course. It is possible that Mr.<br />
Homburg might pursue business opportunities outside the Company, including real estate and<br />
development business opportunities.<br />
Mr. Homburg and entities directly or indirectly controlled by him, including the directors and<br />
officers of such entities, may become involved in transactions in which their interests conflict or are<br />
perceived to conflict with the interests of the Company. Any such conflicts would be subject to the<br />
procedures and remedies provided under the ABCA, pursuant to which Mr. Homburg would have to<br />
disclose such conflicts and abstain from voting on any resolutions of the Board of Directors related to<br />
such conflict. See Paragraph 13.1 under the heading “Conflict of Interests”.<br />
As at June 4, 2007, Richard Homburg owns or has control and direction over 40,291,909<br />
Class A Shares and 24,378,900 Class B Shares, representing in the aggregate 49% of the outstanding<br />
shares and 73.2% of the votes associated with all of the outstanding shares of the Company. The<br />
market price of the Class A Shares could be significantly affected if Mr. Homburg sells any of his<br />
shares in the Company or is perceived by the market as intending to sell them. In addition, for as long<br />
as Mr. Homburg maintains a controlling interest in Homburg, he will generally be able to approve any<br />
matter submitted to a vote of Shareholders of the Company which requires the approval of a simple<br />
majority of Shareholders voting at the meeting, including, among other things, the election of the<br />
Board of Directors.<br />
Mr. Homburg has, and will following the Offering, retain sufficient voting power to, amongst<br />
other things, delay, deter or prevent a change of control, which could deprive the investors of an<br />
opportunity to earn a premium for the resale of their Class A Shares. Given Mr. Homburg’s level of<br />
control of the Company, he will have a significant influence on the Company’s operations and affairs.<br />
His interests may differ from the interests of other Shareholders. As a result, the market price of the<br />
Class A Shares could be adversely affected.<br />
Mr. Homburg’s level of voting control over the Company may also prevent a change to the<br />
property or asset management services provided to the Company, which are currently provided by<br />
Homburg Canada, a company indirectly controlled by Mr. Homburg.<br />
Mr. Homburg also controls, directly and indirectly, the General Partner. The General Partner<br />
is acting on behalf of the Partnerships pursuant to all of the Property Management Agreements and<br />
Asset Management Agreements to which the Partnerships are party. See “Reliance on Property and<br />
Asset Management Agreements and General Partner” below.<br />
Reliance on Property and Asset Management Agreements and General Partner<br />
The Company has signed Existing Property Management Agreements and Existing Asset<br />
Management Agreements and the Master Property and Asset Management Agreement with Homburg<br />
Canada, a company indirectly controlled by Richard Homburg. Homburg Canada provides complete<br />
management services, directly or through sub contracts, for the management of the Company’s real<br />
estate properties. These contracts are generally concluded on a property by property basis for a term<br />
of 10 years. See Paragraph 13.7 “Related Party Transactions” under the heading “Agreements with<br />
Related Parties” for more information on Homburg Canada and the services it provides.
- 22 -<br />
The Company’s success and business prospects depend to a significant extent on the<br />
continued delivery of services by Homburg Canada. Homburg Canada may terminate the Master<br />
Property and Asset Management Agreement by observing a notice period of 12 months. If Homburg<br />
Canada were to cancel or change the level of management services provided to the Company, the<br />
business of the Company could be adversely affected.<br />
As limited partner in the Partnership, the Company cannot direct the General Partner, and can<br />
only remove the General Partner of a Partnership upon bankruptcy of the General Partner or default<br />
under the applicable limited partnership agreement. The General Partner determines when any capital<br />
contributions may be returned to Homburg.<br />
Competition<br />
The real estate markets in Canada, the Netherlands, Germany and the United States are highly<br />
competitive and fragmented and the Company competes for real property acquisitions with<br />
individuals, corporations, institutions and other entities which are seeking or may seek real property<br />
investments similar to those desired by the Company. An increase in the availability of investment<br />
funds and/or an increase in interest in immovable property investments may increase competition for<br />
immovable property investments, thereby increasing purchase prices and reducing the yield on them.<br />
Numerous other developers, managers and owners of properties compete with the Company<br />
in seeking tenants. Some of the properties owned by the Company’s competitors are better located or<br />
less leveraged than the properties owned by the Company. Some of the Company’s competitors are<br />
better capitalized and stronger financially and hence better able to withstand an economic downturn.<br />
The existence of competition for tenants could have an adverse effect on the ability of the Company to<br />
lease space in its properties and on the rents charged or concessions granted, and could adversely<br />
affect the revenues of the Company and its ability to meet its debt obligations.<br />
Growth Prospects and Management<br />
The Company has achieved rapid growth in a relatively short period of time. As a result of<br />
such rapid growth, it may be necessary to expand and adapt operational infrastructure and increase the<br />
number of personnel in certain areas. If the Company is unable to manage growth effectively, there<br />
could be a material adverse effect on business, financial condition and results of operations.<br />
The Company’s success depends in large part on identifying and pursuing suitable acquisition<br />
and development opportunities, consummating acquisitions and developing these development<br />
opportunities, and effectively operating the properties it acquires. Growth and expansion resulting<br />
from future acquisitions may place a significant demand on management resources. Integration of<br />
acquisitions, such as the Alexis Nihon Acquisition, involves a number of risks, including the<br />
following:<br />
• failure to successfully integrate the personnel, operations, systems and technologies<br />
of the acquired business;<br />
• failure to maximize the potential financial and strategic benefits of the acquisition;<br />
and<br />
• failure to realize the expected synergies from the acquired businesses.<br />
If the Company is unable to integrate an acquisition, such as the Alexis Nihon Acquisition, its<br />
business, operating results and financial condition could be materially adversely affected. Future<br />
acquisitions are accompanied by the risk that the obligations and liabilities of an acquired company or<br />
asset may not be adequately reflected in the historical financial statements of such company or asset<br />
and the risk that such historical financial statements may be based on assumptions which are incorrect<br />
or inconsistent with the Company’s assumptions or approach to accounting policies.
International Operations<br />
- 23 -<br />
The Company operates in Canada, the Netherlands, Germany and the United States.<br />
Accordingly, the Company faces economic, market, regulatory, legal and political risks inherent in<br />
having relationships, operations and revenues in multiple jurisdictions, including:<br />
• unanticipated or unfavourable changes in laws or regulatory requirements, including barriers<br />
to trade;<br />
• restrictions on the movement of capital;<br />
• general economic conditions, particularly as they influence, among other things, interest rates;<br />
• protectionist laws and business practices that favour local businesses in certain countries;<br />
• potential for political, legal and economic instability; and<br />
• challenges caused by distance and linguistic and cultural differences.<br />
Any of these or other factors could have an adverse effect on the Company’s business, its<br />
costs of operations and its ability to compete within the relevant markets.<br />
Management expects to continue to develop the international operations of the Company, a<br />
strategy which could expose the Company to new or additional risks, including differing laws and<br />
business dynamics. Further international expansion may place significant additional burdens on the<br />
Directors and the Officers. If the Company fails to properly manage these risks, it may incur higher<br />
expenses and generate lower revenues, and any geographic expansion it has undertaken or may<br />
undertake could have a materially adverse effect on its business, operating results or financial<br />
condition.<br />
Fixed Costs<br />
Certain significant expenditures, including property taxes, maintenance costs, mortgage<br />
payments, insurance costs and related charges, must be made throughout the period of ownership of<br />
real property, regardless of whether the property is producing any income. A high level of fixed costs<br />
implies a high degree of operating leverage. See “Financing Risks and Leverage” below.<br />
Financing Risks and Leverage<br />
The Company is subject to the risks associated with debt financing, including the risk that the<br />
Company’s cash flows will be insufficient to meet required payments of principal and interest, the<br />
risk that existing mortgages will not be able to be refinanced or that the terms of such refinancing will<br />
not be as favourable as the terms of existing indebtedness. As a result, debt service payments by the<br />
Company may increase. In addition, if debt is not serviced when due, the relevant property could be<br />
repossessed by the lender and the Company could lose the resulting cash flow and the equity in the<br />
asset repossessed.<br />
If the Company is unable to refinance its indebtedness upon the end of the term of the<br />
relevant loan on acceptable terms, or at all, it might be forced to dispose of one or more of its<br />
properties on disadvantageous terms, which might result in losses. Such losses could have a material<br />
adverse effect on the Company’s business, financial condition, results of operations or cash flows.<br />
Furthermore, if a property is mortgaged to secure the payment of indebtedness and the<br />
Company is unable to meet mortgage payments, the mortgagee could foreclose upon the property,<br />
appoint a receiver and receive an assignment of rents and leases or pursue other remedies, all of which<br />
could result in lost revenues and asset value to the Company.<br />
The Company is not subject to any borrowing and/or leverage limits other than those it agrees<br />
with its debt providers. The degree to which the Company is leveraged could have important<br />
consequences to Shareholders, including: (i) the Company’s ability to obtain additional financing for
- 24 -<br />
working capital in the future may be limited, (ii) a portion of the Company’s cash flow may be<br />
dedicated to the payment of the principal of, and interest on, its indebtedness, thereby reducing the<br />
amount of funds available for the payment of dividends to Shareholders, and (iii) certain of the<br />
Company’s borrowings are at variable rates of interest which exposes the Company to the risk of<br />
increased interest rates. The Company’s ability to make scheduled payments of the principal of, or<br />
interest on, or to refinance, its indebtedness will depend on its future cash flow, which is subject to the<br />
financial performance of properties in the Company’s portfolio, prevailing economic conditions,<br />
prevailing interest rate levels, and financial, competitive, business and other factors, many of which<br />
are beyond the Company’s control.<br />
Liquidity of Real Property Investments<br />
Real property investments are relatively illiquid, with the degree of liquidity generally<br />
fluctuating in relation to demand for and the perceived desirability of such investments. Such<br />
illiquidity may tend to limit the ability of the Company to vary its portfolio promptly in response to<br />
changing economic or investment conditions. If the Company was to be required to liquidate its real<br />
property investments, the proceeds might be significantly less than the aggregate carrying value of<br />
such properties.<br />
General Uninsured Losses<br />
The Company carries comprehensive general liability, fire, extended coverage and rental loss<br />
insurance with policy specifications and deductibles customarily carried for similar properties. Each<br />
property and the value of the gross rental is insured to a specific limit assessed by the Company. Some<br />
properties are insured directly by the tenant of the property and the Company seeks to be named as an<br />
additional insured under the tenant´s policy. Other properties are insured for cash value only, insofar<br />
as the property holds a building scheduled for destruction or a vacant lot.<br />
There are, however, certain types of risks, generally of a catastrophic nature, such as wars,<br />
terrorism or environmental contamination, which are either uninsurable or not insurable on an<br />
economically viable basis. The Company has insurance for earthquake and flood risks, subject to<br />
certain policy limits, deductibles and self insurance arrangements, and will continue to carry such<br />
insurance if it is economical to do so. Should an uninsured or underinsured loss occur, the Company<br />
could lose its investment in, and anticipated profits and cash flows from, one or more of its properties,<br />
but the Company would continue to be obliged to repay any recourse mortgage indebtedness on such<br />
properties.<br />
The Company does not customarily carry title insurance, except in specific circumstances<br />
when it is deemed necessary.<br />
Indexation for Inflation and Duration of North American Lease Contracts<br />
The fixed rents in the Company´s lease contracts in Canada and the United States do not<br />
normally provide for adjustments following a general change in prices. As a result, the Company’s<br />
revenues adjusted for inflation could be materially adversely affected from an unexpected rise in<br />
inflation. The lease contracts of the Company in Canada and the United States typically have terms of<br />
up to five years with an option to extend at the sole discretion of the tenant for two to three renewal<br />
periods of typically five years), which is shorter than contracts in other markets of where the<br />
Company operates and its revenues might be less stable as a result of contracts that are not promptly<br />
renewed. If contracts are not renewed and if the Company is unable to find new tenants, this could<br />
have a materially adverse effect on the business, operating results or financial condition of the<br />
Company.
Access to Capital<br />
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The real estate industry is very capital intensive. Homburg will require access to capital to<br />
maintain its properties and to fund its growth strategy. There is no assurance that capital will be<br />
available when needed or on favorable terms.<br />
Dilution<br />
Under the authorized capital of the Company, an unlimited number of Class A Shares may be<br />
issued, including under the Stock Option Plan and Dividend Reinvestment Plan. Any issuance of<br />
Class A Shares, including shares issued in consideration for properties acquired by the Company, may<br />
have a dilutive effect on the current Shareholders. See paragraph 10.2 “Growth History”.<br />
Interest Rate Exposure<br />
The assets and liabilities of the Company have fixed and floating interest rate components<br />
resulting in an exposure to interest rate fluctuations. These fluctuations in interest rates will have an<br />
impact on the earnings of the Company. As a result of increased interest rates, the Company’s<br />
financial results and condition or operating results could be materially adversely affected.<br />
Currency Exposure<br />
The Company conducts its business in multiple currencies, principally the Canadian dollar,<br />
the euro and the U.S. dollar and the Canadian dollar. A significant amount of the Company’s revenues<br />
are currently generated in euros. This may change over time as the Company continues to expand its<br />
operations, including for example the Alexis Nihon Acquisition which generates all of its revenues in<br />
Canadian dollars. The principal currency exchange risk of the Company arises from the fact that the<br />
financial records of Canadian operations are maintained in Canadian dollars, U.S. revenues are in U.S.<br />
dollars and European revenues are in euros. Upon preparing consolidated financial statements, the<br />
Company’s Canadian dollar-denominated consolidated reported financial results can be affected by<br />
changes in the relative value of the U.S. dollar and the euro against the Canadian dollar. Fluctuations<br />
in currency values also distort period-to-period comparisons of financial performance. Given the high<br />
volatility of currency exchange rates, there can be no assurance that Company will be able to<br />
effectively manage its currency risk to minimise the impact on its business. Exposure to currency<br />
exchange risk could have a material adverse effect on the Company’s business, financial condition,<br />
results of operations or cash flows.<br />
The Company mitigates a portion of its currency risk on mortgage bond debt denominated in<br />
euros through a currency guarantee agreement with Uni-Insurance Inc. See Chapter 37 “MD&A”<br />
under the heading “Financial Instruments and Other Instruments”. Currency risk for other expenses or<br />
amounts payable denominated in U.S. dollars and euros is substantially mitigated by U.S. dollar and<br />
euro revenue flows from property rentals.<br />
Environmental Matters<br />
As owner and manager of real property, the Company is subject to various U.S., Dutch,<br />
German and Canadian federal, provincial, state and municipal laws relating to environmental matters.<br />
Under these laws, the Company could be held liable for the costs, which may be significant, of, or<br />
removal and remediation of, certain hazardous substances or wastes released or deposited on or in its<br />
properties or disposed of at other locations. The failure to remove or remediate such substances, if<br />
any, could adversely affect the Company’s ability to sell its real estate or to borrow using real estate<br />
as collateral, and could potentially also result in claims or other proceedings against the Company.<br />
Although Homburg is currently not aware of any material non-compliance with environmental laws at<br />
any of its properties, nor is Homburg aware of any pending or threatened investigation or action by<br />
environmental regulatory authorities in connection with any of its properties or any pending or
- 26 -<br />
threatened claim relating to environmental conditions at its properties, there can be no assurance that<br />
such material non-compliance, investigations or actions do not exist.<br />
Homburg has recently implemented an environmental management program, including<br />
policies and procedures to review and monitor environmental matters associated with its properties.<br />
Homburg’s current environmental policy includes a requirement to obtain a Phase I environmental<br />
assessment or review an existing Phase I environmental assessment provided by the vendor and, if<br />
appropriate, further assessments conducted by an independent and experienced environmental<br />
consultant before acquiring a property. Homburg currently intends to make the necessary capital and<br />
operating expenditures to ensure compliance with environmental laws and regulations. Although there<br />
can be no assurance regarding the costs associated with such compliance, Homburg does not currently<br />
believe that costs relating to environmental matters, if any, would have a material adverse effect on<br />
Homburg’s business, financial condition or results of operation.<br />
Environmental laws and regulations can change rapidly and the Company may become<br />
subject to more stringent environmental laws and regulations in the future. Compliance with more<br />
stringent environmental laws and regulations could have an adverse effect on its business, financial<br />
condition or results of operations.<br />
Expansion and Development<br />
It is likely that the Company will be involved in various development projects. The<br />
Company’s obligations in respect of properties under construction, or which are to be constructed, are<br />
subject to risks which include:<br />
• the potential insolvency of a development partner or project manager;<br />
• construction or other unanticipated delays;<br />
• significant construction costs are incurred before rental or other revenues are secured, earned<br />
or collected from the project;<br />
• cost over-runs on the project;<br />
• concentration of the Company´s development project in the Province of Alberta, Canada;<br />
• unfavourable market conditions which could affect the Company´s ability to secure, earn or<br />
collect rental or other revenues from the project;<br />
• failure of tenants to occupy and pay rent in accordance with lease agreements, some of which<br />
are conditional; and<br />
• increase in interest rates during the life of the development.<br />
Any of these risks could have an adverse effect on the financial condition of the Company or<br />
its results of operation.<br />
Jointly Owned Property<br />
The Company jointly owns certain properties. In making such joint ownership investments,<br />
there is a risk that the Company may incur a loss if a co-owner is unable to fulfil its obligations.<br />
Payment of Taxes and Tax Reassessment<br />
Although the Company believes that all positions it takes in its tax filings are reasonable and<br />
appropriate, there is no assurance that a taxation authority will not challenge these positions. From<br />
time to time, the Company engages in discussions with taxation authorities in respect of filing<br />
positions taken by it. A challenge to certain filing positions the Company has taken, if successful<br />
despite the Company’s efforts to defend its original position, could result in the Company being<br />
required to pay additional taxes (including penalties and interest) and the amount of such additional<br />
taxes could be material to the Company. The Company is not currently subject to any assessment,<br />
reassessment or determination issued against the Company by any taxation authority.
- 27 -<br />
The Company’s Dutch tax advisors have recently had informal discussions and<br />
correspondence with the Dutch taxation authority during which they were informed that the taxation<br />
authority was considering assessing the Company for real estate transfer taxes of approximately €8<br />
million (approximately $12.1 million) in respect of Partnerships (84), (85) and (86).The Company has<br />
not yet received a formal notice of assessment to this effect. Should the Company receive such a<br />
notice, it intends to challenge the position taken by the taxation authority.<br />
Although the Company is of the view that no transfer taxes are owing by such Partnerships,<br />
there can be no assurance that the taxation authority will agree.<br />
2.2 Risks Relating to the Alexis Nihon Acquisition<br />
Potential for Incurring Unexpected Costs or Liabilities<br />
Although the Company has conducted investigations in connection with the Offer for Alexis<br />
Nihon, risks remain regarding any undisclosed or unknown liabilities of the acquired business or<br />
assets. Following the Alexis Nihon Acquisition, the Company may discover that it has acquired<br />
substantial undisclosed liabilities pursuant to such acquisition. Such liabilities could have an adverse<br />
impact on the Company’s business, financial condition, results of operations or cash flows.<br />
2.3 Risks Relating to the Offering<br />
Investment Eligibility<br />
There can be no assurance that the Class A Shares will continue to be qualified investments<br />
for the Plans under the Tax Act. The Tax Act imposes penalties for the acquisition or holding of nonqualified<br />
investments by Plans.<br />
Market Price<br />
A publicly traded real estate company will not necessarily trade at values determined solely<br />
by reference to the underlying value of its real estate assets. Accordingly, the Class A Shares may<br />
trade at a premium or a discount to values implied by the initial appraisal of the properties or the value<br />
of such properties from time to time.<br />
Liquidity and Volatility of Class A Shares<br />
The Class A Shares are listed for trading on the TSX and Eurolist. There can be no assurance<br />
that there will be sufficient liquidity in the Class A Shares to sell or buy any number of Class A<br />
Shares at a certain price level. The Company cannot predict the extent to which an active market for<br />
the Class A Shares will develop or be sustained after the Offering, or how the development of such a<br />
market might affect the market price for the Class A Shares. An illiquid market for the Class A Shares<br />
may result in lower trading prices and increased volatility, which could adversely affect the value of<br />
the investment of holders of Class A Shares. The market price of the Class A Shares could also<br />
fluctuate substantially due to a number of factors, including, but not limited to:<br />
• disruption or termination of the Company’s relationships with key tenants;<br />
• fluctuations in quarterly or yearly operating results of the Company;<br />
• changes in the composition of Management;<br />
• fluctuations in currency exchange rates, in particular between the U.S. dollar, the euro and the<br />
Canadian dollar;
- 28 -<br />
• changes in the financial performance, conditions or market valuation of the Company’s<br />
customers or competitors;<br />
• the issue of additional shares in the Company or a significant increase in its debt obligations;<br />
• publication of research reports about the Company or the real estate industry by securities or<br />
industry analysts;<br />
• failure to meet or exceed securities analysts’ expectations relating to the Company’s financial<br />
results;<br />
• speculation in the press or investment community generally;<br />
• general economic conditions, particularly as they impact consumer spending patterns; and<br />
• war, acts of terrorism and other man-made or natural disasters.<br />
In the past, following periods of volatility in the market price of a company’s securities,<br />
securities litigation has often been instituted against such a company. This type of litigation, if<br />
instituted against the Company, could result in substantial costs and a diversion of Management’s<br />
attention and resources.
3. IMPORTANT INFORMATION<br />
- 29 -<br />
Homburg accepts responsibility for the information contained in this Prospectus. To the best<br />
of knowledge and belief of Homburg (having taken all reasonable care to ensure that such is the<br />
case), the information contained in this Prospectus is in accordance with the facts and does not omit<br />
anything likely to affect the import of such information.<br />
The information included in this Prospectus reflects the position at the date of this document<br />
and under no circumstances should the issue and distribution of this Prospectus after the date of its<br />
publication be interpreted as implying that the information included herein will continue to be correct<br />
and complete at any later date.<br />
This Prospectus is governed by and construed in accordance with the laws of the Netherlands.<br />
The District Court of Amsterdam (Rechtbank Amsterdam) and its appellate courts are to have<br />
exclusive jurisdiction to settle any disputes which might arise out of or in connection with this<br />
Prospectus. Accordingly, any legal action or proceedings arising out of or in connection with the<br />
Prospectus, must be brought exclusively in such courts.<br />
3.1 Selling restrictions<br />
This Prospectus has been prepared for the sole purpose of seeking admission to trading on<br />
Eurolist of the Listing Shares. No offering of securities is being made pursuant to this Prospectus.<br />
3.2 Forward-Looking Statements<br />
Certain statements in this Prospectus and in the documents incorporated by reference in this<br />
Prospectus are forward-looking statements and are prospective in nature. Forward-looking statements<br />
are not based on historical facts, but rather on current expectations and projections about future<br />
events, and are therefore subject to risks factors which could cause actual results to differ materially<br />
from the future results expressed or implied by the forward-looking statements. These statements<br />
generally can be identified by the use of forward-looking words such as “may”, “should”, “will”,<br />
“could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe”, or “continue” or the negative<br />
of such words. or similar variations. Such statements are qualified in their entirety by the inherent<br />
risks factors surrounding future expectations. Important risk factors that could cause actual results to<br />
differ materially from the expectations of Homburg include, among other things, general economic<br />
conditions affecting real property investments, the ability to attract and retain tenants, the credit and<br />
financial stability of the tenants, reliance on Richard Homburg as a significant shareholder, Chairman<br />
of the board of directors and Chief Executive Officer of the Company, reliance on the continued<br />
delivery of services by Homburg Canada Incorporated pursuant to property and asset management<br />
agreements, competition (both nationally and internationally), the ability to manage growth, risks<br />
associated to the international operations of the Company, the payment of fixed costs, risks associated<br />
to debt financing, including the degree to which the Company is leveraged, the illiquid nature of real<br />
property investments and risks relating to the Alexis Nihon Acquisition (as defined in Chapter 4<br />
“Glossary of Terms”). Such forward-looking statements should, therefore, be construed in light of<br />
such risk factors, and the Company disclaims any intention or obligation to update or revise any<br />
forward-looking statements, whether as a result of new information, future events or otherwise.<br />
Readers are cautioned not to place undue reliance on these forward-looking statements. The<br />
statements are made as of the date of this Prospectus and supersede any forward-looking statements<br />
contained in any previous public filings. For more information on the risk factors that could cause the<br />
Company’s actual results to differ from current expectations, please see Chapter 2 “Risk Factors”.<br />
3.3 Market Data<br />
All references to market data, industry statistics and industry forecasts in this Prospectus<br />
consist of estimates compiled by industry professionals, organisations, analysts, publicly available
- 30 -<br />
information or the Company’s knowledge of its revenues and markets. Industry publications generally<br />
state that their information is obtained from sources they believe reliable but that the accuracy and<br />
completeness of such information is not guaranteed and that the projections they contain are based on<br />
a number of significant assumptions. The Company has not independently verified the information in<br />
such industry publications and therefore cannot guarantee its accuracy or completeness. In addition, in<br />
many cases the Company has made statements in this Prospectus regarding its industry or market<br />
position based on industry forecasts, market research and internal surveys as well as the own<br />
experience of the Company. Although the Company believes these sources are reliable, as the<br />
Company does not have access to the information, methodology and other bases for such information,<br />
the Company has not independently verified the information and therefore cannot guarantee its<br />
accuracy and completeness.
4. GLOSSARY OF TERMS<br />
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“1933 Act” means the United States Securities Act of 1933 as amended;<br />
“$” means the Canadian dollar;<br />
“ABCA” means the Business Corporations Act (Alberta);<br />
“Additional Shares” means the additional Class A Shares which will be issued by the Company<br />
upon the exchange of the subscription receipts for Class A Shares purchased by the Underwriter upon<br />
the exercise in whole or in part of the Over-Allotment Option;<br />
“<strong>AFM</strong>” means the Autoriteit Financiële Markten, the financial markets authority of the Netherlands;<br />
“Alexis Nihon” means Alexis Nihon Real Estate Investment Trust;<br />
“Alexis Nihon Acquisition” means the acquisition by Homburg Acquisition of all of the issued and<br />
outstanding units of Alexis Nihon pursuant to the Offer for Alexis Nihon and the Alexis Nihon<br />
Capital Reorganization;<br />
“Alexis Nihon Capital Reorganization” means the capital reorganization of Alexis Nihon pursuant<br />
to which the unitholders of Alexis Nihon (other than Homburg Acquisition) exchanged their units for<br />
redeemable special units that were redeemed at a redemption price of $18.60 in cash per unit;<br />
“Alexis Nihon Co-Owned Properties” means certain Alexis Nihon Industrial and Office Properties<br />
that are co-owned by Alexis Nihon and a third party;<br />
“Alexis Nihon Industrial and Office Properties” means the office and industrial properties of<br />
Alexis Nihon (excluding the office component of Place Alexis Nihon) which the Company has agreed<br />
to cause Alexis Nihon to sell to Cominar pursuant to the Cominar Asset Sale Agreement;<br />
“Articles” means the articles of incorporation of the Company and historical amendments and<br />
restatements to such articles;<br />
“Audit Committee” means the audit committee of the Company;<br />
“Basic Realty” means Basic Realty Investment Corporation;<br />
“BC” means the Canadian province of British Columbia;<br />
“Board of Directors” means the board of directors of the Company;<br />
“Book-Entry System” means the book-based system administered by CDS;<br />
“Bridge Loans” means the senior and junior secured non-revolving bridge loans provided under the<br />
Credit Agreement to fund the Alexis Nihon Acquisition;<br />
“Business Day” means a day, other than a Saturday, Sunday or statutory holiday, when banks are<br />
generally open in the City of Montréal, in the Province of Québec, for the transaction of banking<br />
business;<br />
“Canadian GAAP” means Canadian generally accepted accounting principles;<br />
“Capitalization Rate” means expected year 1 cash net operating income divided by total asset value<br />
including transaction costs related thereto;<br />
“CDS” means CDS Clearing and Depository Services Inc.;<br />
“Cedar Joint Venture Agreement” means the agreement entered into by Cedar Shopping Centers<br />
and Homburg Holdings (U.S.) Inc. described in paragraph 14.2 “Other Recent Developments” under<br />
the heading “Joint Venture with Cedar Shopping Centers”;<br />
“Cedar Shopping Centers” means Cedar Shopping Centers, Inc.;<br />
“Class A Preferred Shares” means the Class A preferred shares in the capital of the Company;<br />
“Class A Shares” means the Class A subordinate voting shares in the capital of the Company;<br />
“Class B Preferred Shares” means the Class B preferred shares in the capital of the Company;<br />
“Class B Shares” means the Class B multiple voting shares in the capital of the Company;<br />
“Cominar” means Cominar Real Estate Investment Trust;<br />
“Cominar Asset Sale Agreement” means the agreement between the Company and Cominar dated<br />
February 19, 2007 pursuant to which Homburg agreed to cause Alexis Nihon to sell the Alexis Nihon<br />
Industrial and Office Properties to Cominar for $592 million, including the assumption of debt<br />
relating to those properties, within 60 days of the Alexis Nihon Acquisition;
- 32 -<br />
“Cominar Sale” means the sale to Cominar of the Alexis Nihon Industrial and Office Properties<br />
pursuant to the Cominar Asset Sale Agreement;<br />
“Company” or “Homburg” means Homburg Invest Inc.;<br />
“Credit Agreement” means the credit agreement dated April 4, 2007 between Homburg Acquisition<br />
and an affiliate of BMO Nesbitt Burns Inc. providing for the Bridge Loans;<br />
“CRA” means the Canada Revenue Agency;<br />
“DBRS” means Dominion Bond Rating Service Limited;<br />
“Dividend Reinvestment Plan” means the dividend reinvestment plan of the Company;<br />
“Directors” means the members of the Board of Directors of the Company;<br />
“Escrowed Funds” means the proceeds from the sale of the subscription receipts (including those<br />
from the sale of the additional subscription receipts, as applicable) in respect of Class A Shares net of<br />
50% of the Underwriters’ fee for the Offering and of the additional subscription receipts in respect of<br />
additional Class A Shares, if applicable;<br />
“DNB” means De Nederlandsche Bank N.V.;<br />
“EEA” means the European Economic Area;<br />
“Euribor” means the Euro Interbank Offered Rate;<br />
“Eurolist” means the stock market operated by Euronext Amsterdam N.V. under the name Eurolist<br />
by Euronext Amsterdam;<br />
“Euronext” means Euronext Amsterdam N.V.;<br />
“Executive Committee” means the executive committee of the Company;<br />
“Existing Asset Management Agreements” means the asset management agreements entered into<br />
from time to time by each of the Company and most of its Subsidiaries with Homburg Canada relating<br />
to the management of the assets owned by the Company and such Subsidiaries;<br />
“Existing Property Management Agreements” means the property management agreements<br />
entered into from time to time by each of the Company and most of its Subsidiaries with Homburg<br />
Canada relating to the management of the properties owned by the Company and such Subsidiaries;<br />
“Existing Shares” means all 12,307,604 Class A Shares issued prior to the Offering that have not yet<br />
been admitted to listing on Eurolist;<br />
“FFO” means funds from operations, a non-Canadian GAAP financial measure;<br />
“Financial Supervision Act” means the Wet op het financieel toezicht;<br />
“General Partner” means Homburg LP Management Incorporated;<br />
“GST” means goods and services tax;<br />
“Homburg Acquisition” means Homburg Acquisition Inc.;<br />
“Homburg Canada” means Homburg Canada Incorporated;<br />
“Homburg Participaties” means Homburg Participaties B.V.;<br />
“Homburg Parties” means, collectively, Richard Homburg, the General Partner, Homburg Canada<br />
and other entities directly or indirectly controlled by Richard Homburg;<br />
“Homburg Vastgoed” means Homburg Vastgoed Management B.V.;<br />
“IFRS” means International Financial Reporting Standards;<br />
“Limited Partners” means the limited partners of the Partnerships;<br />
“Listing Shares” means the New Shares and the Existing Shares;<br />
“Management” means the management of the Company and of Homburg Canada;<br />
“MD&A” means Management’s Discussion and Analysis of Operations and Financial Condition of<br />
the Company for the three-month period ended March 31, 2007, prepared in accordance with<br />
Canadian GAAP;<br />
“Master Property and Asset Management Agreement” means the master property and asset<br />
management agreement entered on June 13, 2007 by each of the Company and most of its<br />
Subsidiaries with Homburg Canada described in paragraph 13.7 “Related Party Transactions” ubder<br />
the heading “Agreements with Related Parties—Master Property and Asset Management Agreement”;<br />
“Minority Partnerships” means the Partnerships of which the Company is not the sole Limited<br />
Partner;
- 33 -<br />
“New Shares” means the Offer Shares and any Additional Shares;<br />
“Non-Competition Agreement” means the non-competition agreement entered into on June 13,<br />
2007 between each of the Homburg Parties and Homburg described under “Management of Homburg<br />
— Non-Competition Agreement”;<br />
“Offer for Alexis Nihon” means the offer of Homburg Acquisition dated February 27, 2007 to<br />
purchase all of the units of Alexis Nihon at a price of $18.60 per unit;<br />
“Offer Shares” means the Class A Shares issued pursuant to the Offering;<br />
“Offering” means the offering to non-EEA residents of subscription receipts in respect of Class A<br />
Shares on the basis of a prospectus issued in Canada on June 5, 2007 and subject to the terms thereof;<br />
“Officers” means the officers of the Company;<br />
“Over-Allotment Option” means an option granted to the Underwriters to cover over-allotments, if<br />
any, and for market stabilization purposes which may be exercised in whole or in part for a period of<br />
30 days from closing of the Offering, entitling them to purchase up to a maximum of 5,430,000<br />
subscription receipts in respect of Additional Shares;<br />
“Partnerships” means the limited partnerships of which the Company is a Limited Partner;<br />
“Plans” means registered retirement income funds, deferred profit sharing plans, registered retirement<br />
savings plans and registered education savings plans, collectively;<br />
“Preferred Shares” means, collectively, the Class A Preferred Shares and Class B Preferred Shares;<br />
“Proposed Amendments” means all specific proposals to amend the Tax Act publicly announced by<br />
or on behalf of the Minister of Finance (Canada) prior to the date of this Prospectus;<br />
“Prospectus” means this prospectus, a prospectus for the purpose of Article 3 of Directive<br />
2003/71/EC; “Prospectus Directive” means Directive 2003/71/EC;<br />
“SEDAR” means the System for Electronic Document Analysis and Retrieval;<br />
“ShareCo” means Homburg ShareCo Inc.;<br />
“Shareholders” means the shareholders of the Company;<br />
“Single Tenant Triple Net Lease” means a lease under which the lessee is the sole tenant occupying<br />
the relevant property and pays rent to the lessor, as well as generally all other costs and expenses that<br />
arise from the use of the property, such as utilities, property taxes, insurance and maintenance<br />
expenses;<br />
“Stock Option Plan” means the stock option plan of the Company which was originally approved by<br />
the Shareholders in 1999 and amended with the approval of the TSX and the Shareholders at the<br />
annual and special meeting of Shareholders held on April 1, 2005;<br />
“Subsidiary” means the subsidiaries of the Company, including the Partnerships;<br />
“Support Agreement” means the support agreement entered into by the Company with Alexis Nihon<br />
on February 19, 2007;<br />
“Tax Act” means the Income Tax Act (Canada) and the Income Tax Regulations (Canada) as<br />
applicable;<br />
“TSX” means the Toronto Stock Exchange;<br />
“Underwriters” means BMO Nesbitt Burns Inc., of 1501 McGill College Avenue<br />
Suite 3200 Montréal, QC H3A 3M8; CIBC World Markets Inc., RBC Dominion Securities Inc.,<br />
National<br />
Bank Financial Inc., TD Securities Inc., HSBC Securities (Canada) Inc., Wellington West Capital<br />
Markets Inc. and Beacon Securities Ltd.;<br />
“Underwriting Agreement” means the underwriting agreement dated June 5, 2007 between the<br />
Company and the Underwriters;<br />
“Uni-Invest” means Uni-Invest Holdings N.V.; and<br />
“Valuation Model” means the model developed by the Company to value the Alexis Nihon<br />
properties as per December 31, 2006.
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5. TERMS USED TO DESCRIBE <strong>HOMBURG</strong> AND ITS MANAGEMENT<br />
A majority of Homburg’s assets are held through its Subsidiaries, including the Partnerships.<br />
Accordingly, in this Prospectus, where the context so requires, the terms “Homburg” and “Company”<br />
refer to the Company and the Subsidiaries taken as a whole. Similarly, references to the properties, the<br />
portfolio of properties or investments in properties, development of properties or operations of the<br />
Company apply to both the Company and the Subsidiaries, taken as a whole.<br />
Most of the property and asset management activities of Homburg and its Subsidiaries have<br />
been performed by Homburg Canada pursuant to the Existing Property Management Agreements and<br />
the Existing Asset Management Agreements, and will be performed pursuant to the Master Property<br />
and Asset Management Agreement. These management activities include general property<br />
management services, strategic planning, marketing, financial reporting and public disclosure,<br />
advisory and acquisition and disposition services. Accordingly, in this Prospectus, the term<br />
“Management” refers to the Management of the Company and of Homburg Canada, taken as whole,<br />
and references to the management of the Company or its assets or properties shall mean such<br />
management activities as conducted by Homburg and Homburg Canada. See paragraph 13.7 “Related<br />
Party Transactions” under the heading “Agreements with Related Parties” for more information on<br />
Homburg Canada and the services it provides.<br />
6. RELIANCE ON THIRD PARTY INFORMATION<br />
This Prospectus does not contain third party information except where indicated otherwise. At<br />
all places where third party information has been included, the source thereof is given.<br />
Certain information concerning entities other than Homburg or its Subsidiaries as well as<br />
industry and market data used in this Prospectus, including the documents incorporated by reference<br />
in this Prospectus, were obtained by Management through company research, surveys and studies<br />
conducted by third parties and industry and general publications. Industry surveys, studies and<br />
publications generally state that they have obtained information from sources believed to be reliable,<br />
but do not guarantee the accuracy and completeness of such information. While Management believes<br />
that each of these surveys, studies and publications is reliable, neither Management nor the<br />
Underwriters make any representations as to the accuracy of such information. Similarly,<br />
Management believes that its internal research and analysis is reliable, but it has not been verified by<br />
any independent sources.<br />
All third party information has been accurately reproduced and that as far as the Company is<br />
aware and is able to ascertain from information published by that third party, no facts have been<br />
omitted which would render the reproduced information inaccurate or misleading.<br />
Further, all of the information contained in this Prospectus concerning the business of Alexis<br />
Nihon has been derived from Alexis Nihon’s public reports and securities filings available through the<br />
Internet on SEDAR at www.sedar.com or has been provided by management of Alexis Nihon prior to<br />
the Alexis Nihon Acquisition. Neither Management nor the Underwriters have independently verified<br />
such information, and neither the Company nor the Underwriters make any representations as to the<br />
accuracy of such information. See also paragraph 2.2 “Risks Relating to the Alexis Nihon<br />
Acquisition”– under the heading “Potential for Incurring Unexpected Costs or Liabilities”.
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7. CURRENCY AND EXCHANGE RATE INFORMATION<br />
The Company publishes its financial statements in Canadian dollars and all dollar amounts set<br />
forth in this Prospectus are in Canadian dollars, unless otherwise indicated. The following table sets<br />
forth, for each period indicated, the high and low exchange rates for Canadian dollars expressed in<br />
euros and U.S. dollars, the average of such exchange rates on each Business Day during such period,<br />
and the exchange rate at the end of such period, based upon the noon spot rate on each Business Day<br />
as reported by the Bank of Canada. The exchange rates below are provided solely for information and<br />
convenience. No representation is made that the euro or U.S. dollar could have been, or could be,<br />
converted into Canadian dollars at these rates.<br />
Year Ended<br />
December 31, 2006<br />
Year Ended<br />
December 31, 2005<br />
Year Ended<br />
December 31, 2004<br />
Noon Rate at End of Period ....... €0.6503 U.S.$0.8581 €0.7244 U.S.$0.8577 €0.6138 U.S.$0.8308<br />
Average...................................... €0.7024 U.S.$0.8818 €0.6627 U.S.$0.8253 €0.6185 U.S.$0.7683<br />
High €0.7395 U.S.$0.9099 €0.7366 U.S.$0.8690 €0.6480 U.S.$0.8493<br />
Low............................................ €0.6503 U.S.$0.8528 €0.6098 U.S.$0.7872 €0.5912 U.S.$0.7159<br />
On May 3, 2007, the last trading day prior to the announcement of the Offering, the noon spot<br />
rate published by the Bank of Canada was $1.5017 per euro and $1.1070 per U.S. dollar and the noon<br />
spot rate was €0.6659 or U.S.$0.9033 per Canadian dollar. Unless otherwise indicated, any currency<br />
conversion in this short form prospectus is made using the applicable noon spot rate in effect as at that<br />
date.<br />
8. DOCUMENTS <strong>INC</strong>ORPORATED BY REFERENCE<br />
Information has been incorporated by reference in this Prospectus from documents filed with<br />
securities commissions or similar authorities in Canada. Copies of the documents incorporated herein<br />
by reference may be obtained on request without charge from the Secretary of the Company at Suite<br />
600, 1741 Brunswick Street, Halifax, Nova Scotia, B3J 3X8 (telephone: +1 902 468-3395) or by<br />
accessing the disclosure documents available through the Internet on the Canadian System for<br />
Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. A copy of the permanent<br />
information record may be obtained without charge from the Secretary of the Company at the<br />
above-mentioned address and telephone number and is also available electronically at<br />
www.sedar.com.<br />
The following documents of the Company, which have been filed with the <strong>AFM</strong> and with securities<br />
commissions or other similar authorities in Canada, are specifically incorporated by reference into and<br />
form an integral part of this Prospectus.<br />
− Audited Consolidated Financial Statements of Homburg for the years 2004 and 2005<br />
prepared in accordance with Canadian GAAP;<br />
− Audited Consolidated Financial Statements of Alexis Nihon for the years 2004 and 2005<br />
prepared in accordance with Canadian GAAP;<br />
− the Annual Information Form of the Company dated April 2, 2007 for the financial year<br />
ended on December 31, 2006;<br />
− Management’s Discussion and Analysis of Operations and Financial Condition of the<br />
Company for the financial year ended December 31, 2006, prepared in accordance with<br />
Canadian GAAP;
- 36 -<br />
− the Amended and Restated Business Acquisition Report of the Company dated April 17,<br />
2007 relating to the acquisition by Homburg of all of the issued and outstanding shares in<br />
the capital of Valbonne Real Estate 5 B.V., a private company organised under the laws<br />
of the Netherlands, from Hofer 2 Corporation N.V., an arm’s length party to Homburg;<br />
− the Information Circular of the Company dated May 10, 2007 relating to the annual<br />
general meeting of shareholders to be held on June 15, 2007;<br />
− the Material Change Report dated January 9, 2007 relating to the private placement of<br />
6,368,164 Class A Shares;<br />
− the Material Change Report dated January 22, 2007 relating to Homburg’s intention to<br />
sell various assets under construction;<br />
− the Material Change Report dated January 31, 2007 relating to the private placement of<br />
6,368,164 Class A Shares;<br />
− the Material Change Report dated February 23, 2007 relating to the Offer for Alexis<br />
Nihon;<br />
− the Material Change Report dated April 13, 2007 relating to the tender of units of Alexis<br />
Nihon to the Offer for Alexis Nihon; and<br />
- the Material Change Report dated May 4, 2007 relating to the acquisition of 63 properties<br />
from SEB Group.<br />
Other documents of the type referred to above as well as any business acquisition reports and<br />
any material change reports (excluding confidential material change reports) may be filed by the<br />
Company with the <strong>AFM</strong> and with securities commissions or similar authorities in the provinces and<br />
territories of Canada subsequent to the date of this Prospectus. Any such documents may contain<br />
information that is relevant to the disclosures made in this Prospectus.<br />
The Summary Appraisal Report of Place Alexis Nihon dated November 27, 2006 and the<br />
Valuation Report relating to the Alexis Nihon Retail Portfolio (excluding Place Alexis Nihon) dated<br />
as of January 1, 2007, which have been filed with the <strong>AFM</strong>, are specifically incorporated by reference<br />
into and form an integral part of this Prospectus. Copies of both reports can be obtained without<br />
charge from the listing agent (SNS Securities N.V., Nieuwezijds Voorburgwal 162, 1012 SJ<br />
Amsterdam, the Netherlands) and are also available electronically at www.homburg.com.<br />
The Audited Consolidated Financial Statements of the Company for the years 2004 and 2005<br />
prepared in accordance with IFRS, which are included in the prospectus of the Company dated June 6,<br />
2006, are specifically incorporated by reference into and form an integral part of this Prospectus.<br />
Any statement contained in this Prospectus or in a document incorporated or deemed to be<br />
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this<br />
Prospectus to the extent that a statement contained herein or in any other subsequently filed document<br />
that also is or is deemed to be incorporated by reference herein modifies or supersedes that statement.<br />
The modifying or superseding statement need not state that it has modified or superseded a prior<br />
statement or include any other information set forth in the document that it modifies or supersedes.<br />
The making of a modifying or superseding statement shall not be deemed an admission for any<br />
purposes that the modified or superseded statement, when made, constituted a misrepresentation, an<br />
untrue statement of a material fact or an omission to state a material fact that is required to be stated<br />
or that is necessary to make a statement not misleading in light of the circumstances in which it was<br />
made. Any statement so modified or superseded shall not be deemed in its unmodified or superseded<br />
form to constitute a part of this Prospectus.
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9. PRESENTATION OF FINANCIAL STATEMENTS<br />
Financial standards<br />
Unless otherwise indicated, all financial information included and incorporated by reference<br />
in this Prospectus is determined using Canadian GAAP. The financial statements included or<br />
incorporated by reference in this Prospectus (other than the Audited Consolidated Annual Financial<br />
Statements of the Company for the financial year ended December 31, 2006 and the Unaudited<br />
Consolidated Interim Financial Statements of the Company for the three-month period ended March<br />
31, 2007, each prepared in accordance with IFRS, and other than the financial statements of MoTo<br />
Objekt Campeon GmbH & Co. KG for the financial year ended December 31, 2004 and December<br />
31, 2005 and the interim financial statements of MoTo Objekt Campeon GmbH & KG as of and for<br />
the four month period ended April 30, 2006, which are prepared on the basis of IFRS) have been<br />
prepared in accordance with Canadian GAAP, which differ from IFRS. Therefore, the Audited<br />
Consolidated Annual Financial Statements of the Company for the financial year ended December 31,<br />
2006 and the Unaudited Consolidated Interim Financial Statement of the Company for the threemonth<br />
period ended March 31, 2007, each prepared in accordance with Canadian GAAP, the<br />
Unaudited Pro Forma Combined Financial Statements of Homburg for the year ended December 31,<br />
2006 and the three-month period ended March 31, 2007, the Audited Consolidated Financial<br />
Statements of Alexis Nihon for the years ended December 31, 2006 and 2005, the Unaudited<br />
Consolidated Financial Statements of Alexis Nihon for the three-month period ended March 31, 2007<br />
and the Schedules of Selected Financial Statements of Alexis Nihon for the year ended December 31,<br />
2006 and the three-month period ended March 31, 2007 included or incorporated by reference in this<br />
Prospectus may not be comparable to financial statements prepared in accordance with IFRS.<br />
FFO is not a measure recognized under Canadian GAAP and does not have a standardized<br />
meaning prescribed by Canadian GAAP. FFO is presented in this Prospectus because Management<br />
believes this non-Canadian GAAP measure is a relevant measure of the ability of Homburg to earn<br />
income and distribute dividends to Shareholders. FFO, as computed by Homburg, may differ from<br />
similar computations as reported by other similar organizations and, accordingly, may not be<br />
comparable to FFO as reported by such organizations. FFO is calculated by reference to net income of<br />
Homburg on a consolidated basis, as determined in accordance with Canadian GAAP, subject to<br />
certain adjustments as described in Homburg’s MD&A included or incorporated by reference in this<br />
Prospectus. Reconciliations of net income determined in accordance with Canadian GAAP to FFO are<br />
presented in Homburg’s MD&A. FFO should not be construed as an alternative to net income or cash<br />
flow from operating activities determined in accordance with Canadian GAAP as an indicator of<br />
Homburg’s performance.
10. THE COMPANY<br />
10.1 Overview<br />
- 38 -<br />
Homburg is an international real estate investment and development company based in<br />
Halifax, Nova Scotia. Homburg owns and develops a diversified portfolio of quality real estate,<br />
including office, retail, industrial and residential apartment and townhouse properties in Canada,<br />
Europe and the United States. The Company also owns land assets for residential and commercial<br />
development in Canada, in Calgary and Edmonton, Alberta, Montréal, Québec and Charlottetown,<br />
Prince Edward Island.<br />
Over the past several years, Homburg has become increasingly active in the direct<br />
development of properties. These development activities have been primarily conducted in Calgary,<br />
Alberta, and have included both commercial and multi-unit residential projects. In late 2006,<br />
Homburg also entered into partnerships for two development projects in Montréal, Québec.<br />
Homburg is registered with the Alberta Registrar of Corporations under corporate access<br />
number 2010010615. The head and principal offices of Homburg are located Suite 600, 1741<br />
Brunswick Street, Halifax, Nova Scotia B3J 3X8, Canada and its registered office is located at 3700,<br />
400 Third Avenue S.W., Calgary, Alberta T2P 4H2, Canada. The Company’s phone number is +1 902<br />
468-3395 and its facsimile number is +1 902 468-2457.<br />
Homburg is the successor company of Uni-Invest Ltd., which became a publicly listed<br />
company in 2000 as a result of a reverse take-over of Basic Realty. Basic Reality was continued under<br />
the ABCA on October 21, 1999, further to the amalgamation of Northern Glacier Resources Inc. and<br />
844717 Alberta Ltd. on the same date. Basic Realty was a public company that became listed on the<br />
Canadian Venture Exchange (now the TSX Venture Exchange) on December 10, 1999. On September<br />
19, 2000, Basic Realty agreed to acquire 100% of the issued and outstanding shares of Uni-Invest<br />
Canada Ltd., a private real estate investment company, in a share exchange transaction. This share<br />
exchange transaction closed on October 23, 2000, at which time Basic Realty changed its name to<br />
Uni-Invest Ltd. On January 10, 2001, Uni-Invest Ltd. changed its name to Homburg Invest Inc. and<br />
the shares of the Company were delisted from the Canadian Venture Exchange and listed on the TSX.<br />
The Class A Shares and the Class B Shares of Homburg are listed and posted for trading on<br />
the TSX under the symbols HII.A and HII.B, respectively. The Class A Shares are also listed and<br />
posted for trading on Eurolist under the symbol HII. See Chapter 20 “Description of Share Capital”.<br />
10.2 Growth History<br />
In October 2000, the Company had approximately $89 million in real estate assets. In 2003,<br />
Homburg made significant acquisitions, including the acquisition of 16 properties in the United States<br />
from Homburg Uni-Corp Inc., a company controlled by Richard Homburg. In that year, the Company<br />
also acquired seven standalone Zellers locations across Canada, which added approximately 700,000<br />
square feet to its portfolio. By December 31, 2003, the Company’s real estate assets had grown to<br />
approximately $248 million.<br />
In 2004, the Company continued to acquire Canadian real estate, including 10 Pizza Hut<br />
locations in the Province of Québec, the initial acquisition of land for development in Calgary,<br />
Alberta and the construction of the Vintage Towers II office complex in Calgary, Alberta to reach<br />
approximately $282 million of real estate assets at the end of December 2004. The Board of Directors<br />
approved a strategic growth plan which included development of significant properties in Alberta,<br />
with to the objective of diversifying its property portfolio across Canada, Europe and the United<br />
States.<br />
In early 2005, further acquisitions were completed, including the acquisition of additional<br />
development properties in Calgary, Edmonton, and Grande Prairie, Alberta, which included the
- 39 -<br />
Citadel West and Castello Tower properties, the Inverness Estates condominium development, the<br />
Churchill Estates condominium tower and the Homburg Harris Centre. The Homburg Harris Centre is<br />
currently being developed into a 633,000 square foot commercial office tower in downtown Calgary.<br />
In June 2005, growth continued with the acquisition of 11 commercial properties, comprised<br />
of office buildings, shopping centres, logistics centres, production, and warehousing and distribution<br />
facilities located in prominent locations in Germany and the Netherlands. These included the Quelle<br />
complex in Nurnburg, Germany and the Deutsche Annington office complex in Bochum, Germany,<br />
which marked the Company’s first acquisition in Europe. Total consideration for these properties was<br />
approximately $496 million resulting in a Capitalization Rate of 7.1% implied capitalization rate of<br />
7.1%, and was paid through the assumption of debt of approximately $391 million at a weighted<br />
average interest rate of 4.5%, cash of approximately $35 million and the issuance to the vendor Class<br />
A Shares in an amount of $70 million.<br />
In December 2005, two other office/warehouse complexes located in Amersfoort and<br />
‘t Harde in the Netherlands were acquired for total consideration of approximately $25 million<br />
resulting in a Capitalization Rate of 9.2%, paid through the assumption of debt of approximately $18<br />
million at a weighted average interest rate of 4.4%, cash of approximately $5 million and the issuance<br />
to the vendor Class A Shares in an amount of approximately $2 million. As at December 31, 2005, the<br />
Company’s real estate assets totalled approximately $817 million.<br />
Growth continued in 2006, with the acquisition in February of that year of an additional eight<br />
Pizza Hut locations and one Swiss Chalet and Harvey’s location in Québec and Ontario on a saleleaseback<br />
basis for total consideration of $9 million in cash resulting in a Capitalization Rate of 9.0%.<br />
In March 2006, the Company acquired a 17 -tenant retail shopping centre in Wittenburg, Germany for<br />
total consideration of approximately $42 million resulting in a Capitalization Rate of 7.7%, which was<br />
paid through the assumption of a debt at an interest rate of 5.7% of approximately $33 million and<br />
cash of approximately $9 million.<br />
In May 2006, the Company announced that Homburg BPF Canada, a joint venture with SNS<br />
Property Finance (formerly Bouwfonds Property Finance), a major Dutch financial institution, and an<br />
affiliate of Télémedia Ventures Inc. (Montréal, Québec), planned to develop a five acre site on the<br />
eastern edge of Old Montréal, Québec. The plans for the joint venture include a multi-use upscale<br />
urban development, including the refurbishment of the former Château Viger built in 1898, and is<br />
expected to result in a total investment by the joint venture parties of over $350 million. Homburg has<br />
a one-third interest in the joint venture.<br />
In May 2006, the Company also acquired the headquarters and research centre of Infineon<br />
Technologies AG, a New York and Frankfurt stock exchange listed company based in Munich,<br />
Germany that offers semi-conductor and system solutions. This facility consists of 12 buildings,<br />
totalling approximately 1.6 million square feet. It was acquired for total consideration of<br />
approximately $635 million resulting in a Capitalization Rate of 6.5%, paid through the assumption of<br />
debt of approximately $480 million at a weighted average interest rate of 5.1% and a note payable of<br />
approximately $155 million, which has been paid.<br />
In June 2006, the Company completed the acquisition of four large office properties in<br />
Groningen (KPN Telecom Head Office), Eindhoven (Philips Lighting Headquarters and Research<br />
facilities) and Rotterdam (two David Lloyd buildings) in the Netherlands for a total consideration of<br />
approximately $200 million resulting in a Capitalization Rate of 6.4%. These properties total<br />
approximately 970,000 square feet and are occupied by world class public companies under long-term<br />
leases. The consideration for these assets was paid through the assumption of debt of approximately<br />
$150 million at a weighted average interest rate of 4.9%, cash of approximately $17 million and the<br />
issuance to the vendor of Class A Shares in an amount of approximately $33 million.<br />
In December 2006, the Company acquired four office complexes located in Eindhoven,<br />
Sittard, Rotterdam and Tilburg in the Netherlands for approximately $61 million resulting in a
- 40 -<br />
Capitalization Rate of 7.3%, paid through the assumption of debt of approximately $51 million at a<br />
weighted average interest rate of 4.9%, cash of approximately $4 million and the issuance to the<br />
vendor of Class A Shares in an amount of approximately $6 million.<br />
On April 6, 2007, the Company announced that Homburg Acquisition had taken up<br />
20,663,699 units of Alexis Nihon, representing approximately 70% of the issued and outstanding<br />
units, under the Offer for Alexis Nihon. Homburg Acquisition paid for such units on April 11, 2007<br />
and, further to the completion of the Cominar Sale, now owns 100% of the issued and outstanding<br />
units of Alexis Nihon. On May 24, 2007, Alexis Nihon announced the completion of the Alexis Nihon<br />
Acquisition through the Alexis Nihon Capital Reorganization, which was approved at a special<br />
meeting of the unitholders of Alexis Nihon held on May 17, 2007.<br />
On June 5, 2007, Homburg and Alexis Nihon announced that they closed the Cominar Sale<br />
(excluding the sale of the Alexis Nihon Co-Owned Properties) effective on June 1, 2007, subject to<br />
customary property registrations to be completed shortly following the closing, pursuant to which<br />
Alexis Nihon sold the Alexis Nihon Industrial and Office Properties (other than the Alexis Nihon Co-<br />
Owned Properties) to Cominar for $575 million, including the assumption of $238 million of debt<br />
relating to those properties. See Chapter 14 “Recent Developments” for a description of the Alexis<br />
Nihon Acquisition, the Cominar Sale and other transactions completed or announced in 2007.<br />
The Company’s success in executing these transactions, managing the resulting growth and<br />
accessing capital has allowed Homburg to grow its total real estate assets, on a pro forma basis to give<br />
effect to the Alexis Nihon Acquisition and the Cominar Sale, to approximately $2.5 billion as at<br />
March 31, 2007. To finance the initial stages of its growth, the Company relied primarily on the<br />
proceeds of its bonds. As the Company grew, it has become a more active issuer of its equity while<br />
continuing to issue secured and unsecured debt to fund acquisition and development.<br />
While Homburg continued to focus on the growth of its real estate portfolio, it also started<br />
providing its Shareholders with a return on their investment through dividend payments. In September<br />
2004, the Company paid its first semi-annual dividend of $0.06 per share. Since then, the Company<br />
has increased its semi-annual dividend to $0.08 per share on March 30, 2005, $0.12 per share on<br />
September 30, 2005 and $0.18 per share on September 30, 2006. This represented an annualized<br />
dividend yield for the Class A Shares (cash dividend declared per share / share price at year end) of<br />
5.6% in 2005 and 5.2% in 2006. See paragraph 20.2 “Dividends, Dividend Policy and Dividend<br />
Reinvestment Plan”.<br />
10.3 Competitive Strengths<br />
Economies of Scale<br />
Homburg’s significant international portfolio of approximately $2.0 billion as at March 31, 2007<br />
($2.5 billion as at the same date pro forma to give effect to the Alexis Nihon Acquisition and the<br />
Cominar Sale) provides many economies of scale including:<br />
• Improved access to capital. Homburg’s international exposure and overall scale<br />
allows it to access the capital markets in more than one country, thereby increasing<br />
the available financing alternatives available to it and improving the cost of capital by<br />
eliminating exposure to any one market in isolation. The Company’s access to capital,<br />
including its growth objectives to date. See Chapter 17 “Debt Overview”.<br />
Homburg’s dual listing on the TSX and Eurolist provides the Company with instant<br />
recognition in both Canada and Europe and facilitates access to these two important<br />
capital markets. The Company will continue to monitor the capital markets in Canada,<br />
Europe and the United States to access the most efficient sources of capital.<br />
• Centralized management structure. Through the Company’s ongoing relationship with
Growth Profile<br />
- 41 -<br />
Homburg Canada and its senior management team, Homburg efficiently manages and<br />
proactively responds to a number of portfolio considerations. This includes leveraging<br />
tenant relationships, identifying and executing on growth opportunities on a global<br />
basis, benefiting from cost reduction initiatives and having an efficient decision<br />
making process that reduces transaction costs and transaction turnaround time. See<br />
paragraph 13.7 “Related Party Transactions” under the heading “Agreements with<br />
Related Parties” for more information on Homburg Canada and the services it<br />
provides.<br />
• Potential to capitalize on market consolidation. Due to its well-established portfolio of<br />
real estate as well as its exposure to various asset classes and marketplaces, Homburg<br />
has insight on and access to various market consolidation opportunities. Exposure and<br />
expertise in various international markets allow Homburg to invest where pricing and<br />
opportunities are most attractive at any given point in time. See paragraph 10.2<br />
“Growth History”, Chapter 14 “Recent Developments” and Chapter 15 “The Alexis<br />
Nihon Acquisition”.<br />
The Company has grown its real estate portfolio from approximately $89 million in assets as<br />
at December 31, 2000 to approximately $2.0 billion as at March 31, 2007. Pro forma to give effect to<br />
the Alexis Nihon Acquisition and the Cominar Sale, the Company would have had real estate assets of<br />
approximately $2.5 billion as at March 31, 2007.<br />
Notes:<br />
The following chart illustrates the Company’s asset growth from 2000 to March 31, 2007.<br />
(1) Compound annual growth rate is calculated as ( ( Ending Value - Beginning Value ) ( 1 / # of Years ) ) -1 ) and is<br />
based on total assets.(2) Totals and Compound Annual Growth Rate calculations are based on pro forma figures to<br />
giving effect to the Alexis Nihon Acquisition and the Cominar Sale.<br />
Since December 31, 2000, the Company has acquired and developed approximately 9 million<br />
square feet of retail, office, industrial, retail and residential and mixed-use properties in Canada. The
- 42 -<br />
Company’s current development pipeline, which includes 17 projects, demonstrates how the<br />
Company expects to grow through development of new projects, in addition to continuing to achieve<br />
organic growth in its existing income producing property portfolio through active tenant management.<br />
See paragraph 10.2 “Growth History”, paragraph 11.3 “Development Projects”, Chapter 14 “Recent<br />
Developments” and Chapter 15 “The Alexis Nihon Acquisition”.<br />
Portfolio Diversification<br />
The Company’s risk management strategy incorporates portfolio diversification over various<br />
countries, portfolio types, lease durations and tenant types.<br />
In the three-month period ended March 31, 2007, the Company derived approximately 81%<br />
of its net operating income from Europe, 17% from Canada, and 2% from the United States. The<br />
Company’s objective is to develop a geographically diversified portfolio of real estate assets, well<br />
balanced over these three geographic regions. In addition, the Company’s portfolio currently consists<br />
of four asset classes: office, industrial, retail and residential, as well as land held for development. In<br />
the three-month period ended March 31, 2007, the Company derived approximately 65% of its net<br />
operating income from office properties, 22% from industrial properties, 12% from retail properties<br />
and 1% from residential properties. The Company’s strategy with respect to asset class distribution is<br />
to diversify revenues across office, industrial and retail properties, while also pursuing residential<br />
development projects.<br />
The following charts illustrates (i) the geographic distribution by net operating income and (ii)<br />
the asset class distribution by net operating income, of the Company’s real estate portfolio in the<br />
three-month period ended March 31, 2007.<br />
In the three-month period ended March 31, 2007, pro forma to give effect to the Alexis Nihon<br />
Acquisition and the Cominar Sale, (i) the Company would have derived approximately 67% of its net<br />
operating income from Europe, 31% from Canada and 2% from the United States, and (ii) the<br />
Company would have derived approximately 58% of its net operating income from office properties,<br />
19% from industrial properties, 21% from retail properties and 2% from residential properties.
- 43 -<br />
The following charts illustrate (i) the geographic distribution by net operating income and (ii)<br />
the asset class distribution by net operating income, of the Company’s real estate portfolio in the<br />
three-month period ended March 31, 2007, pro forma to give effect to the Alexis Nihon Acquisition<br />
and the Cominar Sale.<br />
Homburg’s lease portfolio consists of contracts with staggered maturity dates. In general, the<br />
Company’s real estate assets located in Canada and the United States have shorter lease terms than<br />
those in Europe. Homburg’s strategy is to effectively manage a balance between shorter lease terms,<br />
which enable it to renew lease contracts and attract new tenants while capitalizing on increasing<br />
market rental rates where available, and longer lease terms, where appropriate, to provide portfolio<br />
stability and increase predictability of revenue.<br />
As at March 31, 2007, the Company’s portfolio had a weighted average occupancy rate of<br />
98% and the weighted average remaining term of all leases was approximately 9.3 years. The<br />
following chart illustrates Homburg’s lease maturity schedule based on total square footage maturing<br />
in a given year (assuming tenants do not exercise renewal options and, in respect of the leases for the<br />
Zellers portfolio, assuming that Homburg or Zellers exercises its renewal option to extend its maturity<br />
to 2023 prior to the expiration of the current term in 2018) as a percentage of total gross leasable area.
- 44 -<br />
The Company’s lease portfolio is also diversified by tenant type. The Company seeks multitenant<br />
properties, but also acquires properties with Single Tenant Triple Net Leases as attractive<br />
opportunities become available. As at March 31, 2007, approximately 64% of Homburg´s portfolio<br />
consisted of Single Tenant Triple Net Leases as measured by total property revenue. See also<br />
paragraph 11.4 “Description of the Company’s Most Significant Investment Properties”.<br />
The Company has numerous relationships with strong national and international tenants. As<br />
illustrated in the following table, as at December 31, 2006, the Company’s 10 largest tenants<br />
accounted for approximately 65% of its total property revenue. As at December 31, 2006, pro forma<br />
to give effect to the Alexis Nihon Acquisition and the Cominar Sale, the Company’s 10 largest tenants<br />
would have accounted for approximately 42% of its total property revenue.
Notes:<br />
- 45 -<br />
(1) Percentage based on total property revenue of Homburg for the year ended December 31, 2006, pro forma to give<br />
effect to the Alexis Nihon Acquisition and the Cominar Sale<br />
(2) Infineon Technologies offers semiconductor and system solutions addressing energy efficiency, mobility and<br />
security. In the fiscal year 2006, the company reported sales of €7.9 billion and earnings before interest, taxes,<br />
depreciation and amortization (EBITDA) of U.S.$1.8 billion with approximately 42,000 employees worldwide. With a<br />
global presence, Infineon operates through its subsidiaries in the U.S., Asia-Pacific region from Singapore and<br />
Japan from Tokyo. Infineon is listed on the Frankfurt Stock Exchange and on the New York Stock Exchange under<br />
the symbol IFX.<br />
(3) Quelle AG Trading is a large provider of technical goods in the German mail order market and is part of the<br />
Karstadt Quelle AG Group. The group reported sales in 2006 of €13.1 billion and EBITDA of €408.9 million with<br />
approximately 55,572 employees.<br />
(4) Assuming that Homburg or Zellers exercises its renewal option in respect of the leases for the Zellers portfolio to<br />
extend its maturity to 2023 prior to the expiration of the current term in 2018.<br />
(5) Following its acquisition of 63 properties from SEB Group, the Company expects to earn total lease revenue from<br />
SEB Group of approximately $18 million per year, which would make SEB Group the second largest tenant of the<br />
Company by property revenue. See “Recent Developments—Other Recent Developments — Acquisition of SEB<br />
Group Property Portfolio in the Baltics”.<br />
(6) Generally, the Company’s largest European leases, including those listed in the above table, are subject to annual<br />
rent increases. The increases are generally based upon one of the following four methods: (i) a specific amount<br />
increase every year, (ii) a specific percentage increase every one or two years, (iii) an annual increase based upon<br />
an agreed percentage of the national price index, provided in certain cases that a minimum increase threshold is<br />
met, and (iv) an annual increase based on the national price index, subject to amaximum of 5%, but not subject to<br />
aminimum increase threshold.<br />
(7) The Company’s leases with Zellers and Co-op Atlantic, its two largest North American tenants by property<br />
revenue listed in the above table, are also subject to automatic rent increases over set periods of time of between<br />
four and six years, based upon a fixed percentage increase in the case of Zellers and the consumer price index in<br />
the case of Co-op Atlantic.<br />
Management Expertise<br />
Management has a strong track record in successfully operating a broad cross section of real<br />
estate properties and development projects. Such experience allows Homburg to identify and execute<br />
on investment opportunities across Canada, Europe and the United States. Homburg’s track record of<br />
management success spans markets across the world and provides the Company with international<br />
market insight.
10.4 Business Strategy<br />
- 46 -<br />
The Company’s strategy is to develop a diversified real estate portfolio in Canada, Europe<br />
and the United States which generates stable and growing cash flows. Homburg focuses on managing<br />
its existing portfolio and on acquiring and developing properties that have stable cash flows and<br />
superior growth opportunities in an effort to maximize overall return on investment. Homburg also<br />
aims to provide its tenants with attractive office, retail, industrial and residential units by holding its<br />
property managers to superior professional standards.<br />
The Company intends to grow its real estate portfolio nationally and internationally through<br />
both profitable development projects and accretive acquisitions with a focus on the creditworthiness<br />
of tenants and predictability and stability of cash flows. Industry trends, location, traffic counts,<br />
demographics and both the current and potential future competitive environments are some of the<br />
many critical factors that Homburg considers when evaluating a real estate asset.<br />
Homburg believes that a diversified real estate portfolio comprised of a mix of office, retail,<br />
industrial and residential properties located in Canada, Europe and the United States, as well as land<br />
assets for development, provides the Company with an optimal balance of income stability and<br />
growth potential. In addition, and as part of its overall strategy, the Company will occasionally<br />
acquire underperforming properties where its development and leasing expertise can be strategically<br />
leveraged.<br />
The Company has recently increased its presence in Canada and the United States through,<br />
among other things, the Alexis Nihon Acquisition in Canada, as well as the Company’s recently<br />
announced joint venture with Cedar Shopping Centers and investment in DIM Vastgoed N.V., both<br />
increasing the Company’s stake in the United States real estate market. In addition, the Company has<br />
recently announced an expansion of its real estate portfolio in Europe through the pending acquisition<br />
of 63 properties in the Baltic countries of Estonia, Latvia and Lithuania from SEB Group. See Chapter<br />
14 “Recent Developments”.<br />
Acquisition Policy<br />
The Company has extensive local knowledge of, and expertise and experience in, the markets<br />
in which it operates. Homburg has local teams in place in every major geographic region where it is<br />
active. In addition to this expertise, the Company makes use of external market research relating to<br />
the geographic areas in which it does business. The Company employs an active acquisition strategy,<br />
focusing on Canadian, European and United States properties through both direct and indirect<br />
participations.<br />
In considering whether a potential property meets the criteria for acquisition or development,<br />
Homburg considers the following:<br />
• relative strength of the market;<br />
• cash flow potential, after providing for all necessary capital, leasing, development and<br />
financing costs;<br />
• quality of the design and construction, current physical condition, environmental<br />
conditions, occupancy levels and tenant quality;<br />
• location and proximity to services and amenities valued by the existing or potential<br />
tenant(s);<br />
• state of infrastructure and services to the property;<br />
• terms and structure of existing leases including creditworthiness of tenants, and of any
- 47 -<br />
constraints on managing the property;<br />
• opportunities to enhance value through professional property management and<br />
renovation or repositioning of the property;<br />
• below-market lease rates as compared to the other competing properties in the<br />
relevant market;<br />
• higher than normal expenses due to inefficient operations or lack of capital; and<br />
• expansion or redevelopment opportunities.<br />
Homburg has recently implemented an environmental management program, including<br />
policies and procedures to review and monitor environmental matters associated with its properties.<br />
Homburg’s current environmental policy includes a requirement to obtain a Phase I environmental<br />
assessment and, if appropriate, further assessments conducted by an independent and experienced<br />
environmental consultant before acquiring a property.<br />
Although Homburg is currently not aware of any material non-compliance with<br />
environmental laws at any of its properties, nor is Homburg aware of any pending or threatened<br />
investigation or action by environmental regulatory authorities in connection with any of its properties<br />
or any pending or threatened claim relating to environmental conditions at its properties, there can be<br />
no assurance that suchmaterial non-compliance, investigations or actions do not exist. See Paragraph<br />
2.1 “Risks Relating to the Business” under the heading “Environmental Matters”.<br />
Homburg’s core strategy is to invest in real estate as a long-term investment. The exception to<br />
this core strategy relates to its development and redevelopment projects, particularly in Alberta, where<br />
the Company has focused on maximizing project returns and as such may include strategic<br />
dispositions. See Paragraph 10.5 “Activities” under the heading “Developments of Real Estate –<br />
Alberta”.<br />
10.5 Activities<br />
The Company’s principal business activities include the following:<br />
Management of Real Estate<br />
Almost all of the property and asset management activities of Homburg and its Subsidiaries<br />
are performed by Homburg Canada pursuant to the Master Property and Asset Management<br />
Agreement. Homburg Canada, a company indirectly controlled by Richard Homburg, has offices in<br />
Halifax and Dartmouth, Nova Scotia, Montréal, Québec, and Calgary and Edmonton, Alberta and has<br />
approximately 130 employees. Homburg Canada’s senior management team has extensive experience<br />
in real estate finance, management, acquisition and development. These management activities<br />
include general property management services, strategic planning, marketing, financial reporting and<br />
public disclosure, advisory and acquisition and disposition services.<br />
Homburg Canada subcontracts its European property and asset management activities for<br />
Homburg’s European assets (excluding the Campeon Complex in Munich, Germany leased to<br />
Infineon Technologies AG, which is managed by an unrelated third party) to Homburg Vastgoed, an<br />
entity controlled directly and indirectly by Richard Homburg. Homburg Vastgoed performs asset and<br />
property management services similar to those provided by Homburg Canada. In addition, Homburg<br />
Vastgoed actively sources new acquisition and financing opportunities for the Company through its<br />
offices in Amsterdam and Soest, the Netherlands.<br />
Homburg Canada currently owns approximately 150,000 square feet of commercial property<br />
and 926 residential units. Homburg Canada intends to divest itself of all of its remaining investment
- 48 -<br />
real estate properties, none of which currently meets the Company’s investment criteria. Homburg<br />
Vastgoed does not own any income producing investment property. In addition, entities controlled<br />
directly and indirectly by Richard Homburg currently own real estate development properties, none of<br />
which currently meet the Company’s investment criteria. Those properties consist of seven<br />
development sites located in Latvia and Lithuania and a parcel of land in Germany that will be<br />
developed into approximately 75 houses. At the closing of the Offering, the Homburg Parties entered<br />
into the Non-Competition Agreement with Homburg which restricts certain investment activities in<br />
real estate by any of the Homburg Parties. See paragraph 13.7 “Related Party Transactions” under the<br />
heading “Non-Competition Agreement”. No other party related to Richard Homburg owns income<br />
producing investment properties. See paragraph 13.7 “Related Party Transactions” under the heading<br />
“Agreements with Related Parties” for more information on Homburg Canada and the services it<br />
provides.<br />
Development of Real Estate<br />
Overview<br />
The Company currently owns 17 development properties in Alberta, Québec and Prince<br />
Edward Island (see “Property Portfolio – Development Projects”). Management estimates that these<br />
properties, when fully completed, would have a development costs of approximately $3 billion. Of<br />
these development properties, 12 are under construction or in the final stages of development<br />
planning. It is anticipated that certain of these projects would generate long-term cash flows from<br />
leasing activities as investment properties while others, such as the Company’s condominium projects<br />
in Alberta and Quebec, are expected to generate one-time cash flow on completion and sale.<br />
Prior to a development project being initiated, a development budget is prepared by a<br />
construction manager engaged by Homburg Canada. If Homburg Canada and the Company decide to<br />
proceed with the proposed project, quotes for the required materials and labour to complete the<br />
project are submitted for tender. In addition, the project budget is presented to various potential<br />
financial institutions in order to obtain proposals for construction financing. The selected financial<br />
institution then engages a cost consultant to review and determine the reasonableness of the<br />
development budget. The cost consultant reports to the financial institution on a monthly basis on<br />
costs incurred in the prior month, and cost to complete the project. The financial institution makes<br />
monthly advances based on the reduction in cost to complete from the prior month.<br />
Alberta<br />
Reductions in Capitalization Rates in Alberta and various opportunities to acquire<br />
development properties and land assemblies have allowed Homburg to take advantage of the vibrant<br />
economy in Alberta while leveraging its development expertise. According to Alberta Economic<br />
Development, over the past decade, Alberta had the highest rate of economic growth in Canada at<br />
4.3%. In 2006, according to the Conference Board of Canada, Alberta’s economy grew by an<br />
estimated 6.3%.<br />
Of the Company’s 17 development projects, 13 are located in Alberta, where Homburg has<br />
been able to identify opportunities early in the province’s growth cycle and capitalize on the demand<br />
for both commercial and residential real estate. The Company has recently announced intentions to<br />
sell approximately $500 million of properties currently under construction, resulting in an expected<br />
pre-tax gain of approximately $150 million (see paragraph 14.2 “Other Recent Developments” under<br />
the heading “Sale of Development Assets”). The sale of a majority of these properties is expected to<br />
close in the second quarter of 2007. The remaining Alberta development projects include projects to<br />
build approximately 985 residential condominiums, 400,000 square feet of office commercial projects<br />
and longer term projects such as Homburg Springs, Homburg Springs West, Points North and<br />
Henderson Farms, occupy over 500 acres of land on the outskirts of Calgary and have positioned the<br />
Company to take advantage of the expanding Alberta marketplace. These projects, which are in the
- 49 -<br />
pre-development planning stage, are expected to consist of over 5,000 single family residential<br />
housing units, as well as mixed-use opportunities for office and retail expansion. See Paragraph 11.3<br />
“Development Projects”.<br />
Québec<br />
Management believes that attractive opportunities currently exist for development and<br />
redevelopment projects in Montréal, Québec and that Montréal has not yet reached its full potential as<br />
an international city. As such, Management believes that attractive growth opportunities will continue<br />
to become available in the next few years. In addition to the Alexis Nihon Acquisition, the Company<br />
has entered into two joint ventures in Montréal in 2006 partnering with SNS Property Finance<br />
(formerly Bouwfonds Property Finance), a major Dutch financial institution, and Télémedia Venture<br />
Inc. of Montréal, Québec. The joint venture will develop the famous $350 million Château Viger site<br />
redevelopment and the $35 million condominium project at 333 Sherbrooke Street East (112 units).<br />
With its partners, the Company is currently in the pre-development stage of transitioning the Château<br />
Viger site and former Canadian Pacific Railway hotel and depot (circa 1898) into a multi-use upscale<br />
urban resort project with the centerpiece to be the Château’s rebirth as a market-leading hotel. The<br />
Company has a 33.3% interest in the Château Viger joint venture and holds 50% of the shares of<br />
4348931 Canada Inc., the general partner of Viger Limited Partnership which was created to carry out<br />
the joint venture.<br />
Strategic Investments and Divestitures<br />
During the fourth quarter of 2005 and the first quarter of 2006, Homburg acquired a 23.4%<br />
voting interest in DIM Vastgoed N.V., a public Dutch real estate investment company listed on<br />
Eurolist that owns 19 shopping centres totalling approximately 2.4 million square feet of leasable<br />
area. The acquisition of the interest in DIM Vastgoed N.V. increased the Company’s exposure to<br />
opportunities in the southeastern United States (mainly Florida).<br />
The Company also holds, through its Subsidiaries, 50,000 common shares of Cedar Shopping<br />
Centers, a real estate investment trust listed on the New York Stock Exchange under the symbol<br />
“CDR”. The Company’s investment in Cedar Shopping Centers. represents approximately 0.2% of its<br />
outstanding common shares. Richard Homburg is a member of the board of directors of Cedar<br />
Shopping Centers.<br />
The Company, through Homburg Holdings (U.S.) Inc., recently entered into a joint venture<br />
with Cedar Shopping Centers, Inc. in respect of the ownership of nine shopping centres in the states of<br />
Pennsylvania and Massachussets. The acquisition of the properties is subject to certain closing<br />
conditions which may or may not be satisfied. Subject to the right of Cedar Shopping Centers to<br />
postpone the closing of the acquisition of a property or to remove such property from the list of<br />
properties being transferred from Cedar Shopping Centers under the Cedar Joint Venture Agreement,<br />
such agreement shall automatically terminate on September 28, 2007 in the event that all of the<br />
conditions precedent with respect to any acquisition of the properties shall not have been satisfied<br />
prior to such date. See paragraph 14.2 “Other Recent Developments” under the heading “Joint<br />
Venture with Cedar Shopping Centers”.<br />
While Homburg and its Subsidiaries invest in real estate as a long-term investment, attractive<br />
opportunities to divest occasionally present themselves. A recent example of this is the sale in 2005 of<br />
the Homburg Vintage Towers in Calgary, Alberta. While the investment was made with a view to<br />
generating a long-term stable revenue stream, the Company determined that it could realize a<br />
substantial profit on the project and the building was subsequently sold for a pre-tax gain of<br />
approximately $14.1 million.
Miscellaneous<br />
- 50 -<br />
During the last 12 months, Homburg or its Subsidiaries has not been party to any<br />
governmental, legal or arbitration proceedings nor is the Company aware of any such proceedings<br />
threatening, which may have or have had a significant adverse effect on its financial position or<br />
profitability.<br />
11. PROPERTY PORTFOLIO<br />
Homburg currently owns real estate properties in British Columbia, Alberta, Ontario, Québec,<br />
New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador in Canada, Texas<br />
and Colorado in the United States, and in Germany and the Netherlands in Europe.<br />
11.1 Appraisals of properties<br />
Being a Eurolist listed Company, the Company is required to report according to IFRS. The<br />
Company has to comply with the endorsed IAS-40 Investment Property for investment properties, and<br />
the endorsed IAS-16 Property, Plant and Equipment for its development properties, and has chosen<br />
the fair value method of presenting its investment and development properties in the financial<br />
statements. The fair value of investment properties is based upon independent valuations where they<br />
are current. The Company obtains independent valuations as a part of the due diligence carried out for<br />
new acquisitions and for financing purposes. In the absence of current reports produced for either of<br />
these reasons, the Company has developed its own model to assess fair value. Under this model,<br />
Homburg first assesses the net operating income (property revenue less operating expenses) of each<br />
property for permanent changes. If there are permanent changes, either positive or negative, the<br />
Company must reassess the fair value of the property. Secondly, Homburg engages independent<br />
consultants to assess the capitalization rates to be applied to each property’s net operating income to<br />
determine the fair value. The independent consultants produce a range of 50 basis points that is<br />
representative of the majority of the transactions for that property type in that particular market. The<br />
Company then utilizes a rate within this range as the capitalization rate to apply to the net operating<br />
income for each property to determine the fair value.<br />
The Company is satisfied that this model is fair and reasonable for the following reasons:<br />
• the Company utilizes a rate within the ranges provided by independent consultants;<br />
• in the real estate sector, portfolios are generally valued at a premium as opposed to<br />
summing up the individual valuations. Homburg does not factor in any portfolio<br />
premiums, but rather assesses the value of the properties on an individual basis, and<br />
the Company’s total is the sum of the parts;<br />
• any disposal of assets by the Company or its Subsidiaries have been at values either<br />
equal to or greater than the fair value the Company produced from its own valuation<br />
model described above; and<br />
• independent appraisals produced for financing purposes have been at values greater<br />
than the fair value the Company produced from its own valuation model.<br />
Appraisals are performed using the following assumptions:<br />
• buyer and seller are typically motivated;<br />
• both parties are well informed or well advised, and acting in what they consider their<br />
best interests;
- 51 -<br />
• a reasonable time is allowed for exposure in the open market;<br />
• payment is made in terms of cash or in terms of financial arrangements comparable to<br />
cash; and<br />
• the price represents the normal consideration for the property sold unaffected by<br />
special or creative financing or sales concessions granted by anyone associated with<br />
the sale.<br />
11.2 Investment Properties<br />
The following table lists the investment properties directly or indirectly owned by Homburg<br />
as at March 31, 2007:<br />
Legend Province/Country and Property Type<br />
AB Alberta (Canada) NL the Netherlands O Office<br />
BC<br />
British Columbia<br />
(Canada)<br />
NS Nova Scotia (Canada) RET Retail<br />
CO Colorado (USA) ON Ontario (Canada) IND Industrial<br />
GER Germany PEI Prince Edward Island (Canada) RES Residential<br />
NB<br />
New Brunswick<br />
(Canada)<br />
PQ Québec (Canada)<br />
NF<br />
Newfoundland and<br />
Labrador (Canada)<br />
TX Texas (USA)<br />
Homburg<br />
ownership 1)<br />
Canada<br />
Property Province /<br />
Country<br />
External<br />
appraisal date<br />
Appraiser<br />
100%<br />
356 Windmill Road,<br />
Dartmouth NS 28-Oct-03 CBRE<br />
100%<br />
31 Highfield Park,<br />
Dartmouth NS 22-Jul-03 CBRE<br />
100%<br />
35 Highfield Park,<br />
Dartmouth NS 22-Jul-03 CBRE<br />
100%<br />
11 Joseph Young<br />
Drive, Dartmouth NS 22-Jul-03 CBRE<br />
100%<br />
141 Albro Lake Road,<br />
Dartmouth NS 5-Oct-99 KAL<br />
100% 295 George Street, NS 5-Oct-99<br />
Sydney<br />
KAL<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
5157 Morris Street –<br />
Residential, Halifax NS 29-Jul-03 CBRE<br />
5157 Morris Street –<br />
Commercial, Halifax<br />
11 Akerley/2 Morris,<br />
NS 29-Jul-03 CBRE<br />
Dartmouth NS 29-Jul-03 CBRE<br />
640, 720 & 820 - 28th<br />
Street NE, Calgary<br />
Confederation Court<br />
AB 15-Oct-04 CBRE<br />
Mall, Charlottetown PEI 1-Jan-04 Altus<br />
800-842 Crowfoot<br />
Crescent, Calgary<br />
2067 - 50th Avenue,<br />
AB 8-Mar-04 CBRE<br />
Red Deer<br />
220-221 - 62nd<br />
AB 30-Aug-00 APAI<br />
Avenue SE, Calgary AB 15-Oct-04 CBRE
Homburg<br />
ownership 1)<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
38%<br />
5.79%<br />
5.63%<br />
100%<br />
100%<br />
100%<br />
100%<br />
38.46%<br />
55.55%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
Property Province /<br />
Country<br />
- 52 -<br />
External<br />
appraisal date<br />
Appraiser<br />
253 - 62nd Avenue<br />
SE, Calgary<br />
6223 - 2nd Street SE,<br />
AB 15-Oct-04 CBRE<br />
Calgary<br />
6227 - 2nd Street SE,<br />
AB 15-Oct-04 CBRE<br />
Calgary<br />
150 Henri Dunant,<br />
AB 15-Oct-04 CBRE<br />
Moncton<br />
140 Commerce Street,<br />
NB 23-Oct-03 Altus<br />
Moncton<br />
1199 St. George<br />
NB 28-Jul-03 Altus<br />
Boulevard, Moncton<br />
211-221 Willowbend,<br />
Glenforest Drive,<br />
NB 23-Sep-03 Altus<br />
Halifax<br />
1741 Brunswick<br />
NS 16-May-05 CBRE<br />
Street, Halifax<br />
807-42nd Ave SE,<br />
NS 10-Nov-04 CBRE<br />
Calgary<br />
1300 St. Peters<br />
AB 1-Oct-00 ORAI<br />
Avenue, Bathurst<br />
715 Laurier Street,<br />
NB<br />
Dieppe<br />
735 Laurier Street,<br />
NB 22-Jul-03 Altus<br />
Dieppe<br />
678 Evangeline Street,<br />
NB 22-Jul-03 Altus<br />
Dieppe<br />
3660 - 20th Avenue<br />
NB 22-Jul-03 Altus<br />
NE, Calgary AB 28-Oct-04 CBRE<br />
4033 Bow Trail SW,<br />
Calgary<br />
229 - 11th Avenue,<br />
AB 7-Jun-02<br />
Calgary<br />
231 J.D. Gauthier<br />
AB 14-Feb-01<br />
Boulevard, Shippagan NB<br />
Royal<br />
LePage<br />
Royal<br />
LePage<br />
123 Halifax Street,<br />
Moncton<br />
85 Halifax Street<br />
(Parking Lot),<br />
NB 1-Oct-04 Altus<br />
Moncton<br />
114 Price Street,<br />
NB<br />
Moncton<br />
33 Henri Dunant<br />
NB 1-Oct-04 Altus<br />
Street, Moncton<br />
22 Carr Crescent,<br />
NB 1-Oct-04 Altus<br />
Gander<br />
20 Record Street,<br />
NF 1-Oct-04 Altus<br />
Moncton<br />
11 Wright Street,<br />
NB 1-Oct-04 Altus<br />
Sackville<br />
1 MacLean Court,<br />
NB 1-Oct-04 Altus<br />
Port Hawkesbury<br />
118 Wyse Road,<br />
NS 1-Oct-04 Altus<br />
Halifax NS 23-Apr-03 CBRE
Homburg<br />
ownership 1)<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
5%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
Property Province /<br />
Country<br />
- 53 -<br />
External<br />
appraisal date<br />
4124 - 9th Street SE,<br />
Calgary AB 20-Aug-01<br />
Appraiser<br />
Royal<br />
LePage<br />
139th Avenue &<br />
Manning Crossing<br />
Dr., Calgary<br />
950 Bedford<br />
AB 26-Mar-01 Colliers<br />
Highway, Bedford<br />
619 Sackville Drive,<br />
NS 1-Dec-99 Piccott<br />
Lower Sackville<br />
69 Cow Bay Road,<br />
NS 1-Mar-01 Piccott<br />
Eastern Passage<br />
24 Stavenger Drive,<br />
NS 1-Mar-01 Piccott<br />
St. Johns<br />
194 Chain Lake<br />
NF 31-Oct-04 CBRE<br />
Drive, Halifax<br />
100 St-Jude Street,<br />
NS 31-Oct-04 CBRE<br />
Granby<br />
60 Martindale<br />
PQ 31-Oct-04 CBRE<br />
Crescent, Ancaster<br />
129 Queensway East,<br />
ON 31-Oct-04 CBRE<br />
Simcoe<br />
600 Mitchell Road,<br />
ON 31-Oct-04 CBRE<br />
South, Listowel<br />
3571 Old Okanagan<br />
ON 31-Oct-04 CBRE<br />
Road, Westbank<br />
139th Avenue and<br />
42nd Street NE,<br />
BC 31-Oct-04 CBRE<br />
Calgary<br />
920 Douglas Street,<br />
AB 26-Mar-01 Colliers<br />
St-Jean Sur-Richelieu<br />
950 Justras E.<br />
PQ 31-Oct-04 CBRE<br />
Boulevard, Québec PQ 31-Oct-04 CBRE<br />
99 St.-Jean-Baptiste<br />
Boulevard,<br />
Chateauguay PQ 31-Oct-04 CBRE<br />
1950 Leonard-de-<br />
Vinci Street, Ste-Julie<br />
324 Curee-Labelle<br />
Boulevard, Ste<br />
PQ 31-Oct-04 CBRE<br />
Therese<br />
484-25th Avenue,<br />
PQ 31-Oct-04 CBRE<br />
Saint-Eustache<br />
2054 Cure-Labelle<br />
Boulevard, Saint-<br />
PQ 31-Oct-04 CBRE<br />
Jerome<br />
121 Visitation Street,<br />
St-Charles-de-<br />
PQ 31-Oct-04 CBRE<br />
Borromee Joliette<br />
670 Principale Street,<br />
Saint-Agathe-des-<br />
PQ 31-Oct-04 CBRE<br />
Monts<br />
1837 Gascon Road,<br />
PQ 31-Oct-04 CBRE<br />
Lachenaie<br />
3711/3715 61st<br />
PQ 31-Oct-04 CBRE<br />
Avenue SE, Calgary AB 26-May-04 Colliers
Homburg<br />
ownership 1)<br />
100%<br />
Property Province /<br />
Country<br />
451 Windmill Road,<br />
Dartmouth NS<br />
- 54 -<br />
External<br />
appraisal date<br />
Appraiser<br />
100%<br />
4411-6 th St SE<br />
Calgary AB 7Apr-06 Colliers<br />
100%<br />
846 Park Street,<br />
Kentville NS 8-Feb-05 ARA<br />
100%<br />
155, 25th Avenue,<br />
Saint Eustache PQ<br />
100%<br />
20 Rue de Toulouse<br />
Granby PQ 18-Jun-03 Colliers<br />
100%<br />
8 Boul Bromont<br />
Bromont PQ 18-Jun-03 Colliers<br />
100% 50 Boul Lionel<br />
PQ<br />
Groulx Sherbrooke<br />
18-Jun-03 Colliers<br />
100% 641 King St E<br />
ON<br />
Gananoque<br />
1-Jun-03 Colliers<br />
100% 39 Warne Crescent ON<br />
Kingston<br />
1-Jun-03 Colliers<br />
100% 268 N Front St<br />
ON<br />
Belleville<br />
1-Jun-03 Colliers<br />
100% 1 Commerce Rd ON<br />
Lindsay<br />
1-Jun-03 Colliers<br />
100% 429/431 Kent St W<br />
Lindsay<br />
ON<br />
100% Old Hwy 2 Trenton ON 1-Jun-03 Colliers<br />
100% 1010-24 th St High<br />
River<br />
AB<br />
100% 170 LaBelle Blvd PQ<br />
Rosemere<br />
26-Jan-06 CBRE<br />
100% 101 Blvd Arthur PQ<br />
Sauve St-Eustache<br />
26-Jan-06 CBRE<br />
100% 255 Cremazie Blvd PQ<br />
Montreal<br />
26-Jan-06 CBRE<br />
100% 2986 St Charles Blvd PQ<br />
Kirkland<br />
26-Jan-06 CBRE<br />
100% 10131 117 th Ave AB<br />
Grand Prairie<br />
18-Dec-06 Colliers<br />
100% 5300 47 th Ave<br />
AB<br />
Taber<br />
18-Dec-06 Colliers<br />
100% 1075 Wilfred Hamel<br />
Quebec City<br />
PQ<br />
100% 1095 Wilfred Hamel<br />
Quebec City<br />
PQ<br />
100%<br />
200 Lougheed Dr,<br />
Fort McMurray AB<br />
100%<br />
1801 1st Avenue,<br />
Prince George BC 12-Apr-01 NCA<br />
100%<br />
535 Yates Street,<br />
Victoria BC<br />
Germany<br />
100% Furtherstraße 205- GER 1-Dec-05
- 55 -<br />
Homburg<br />
ownership 1)<br />
Property Province / External Appraiser<br />
Country appraisal date<br />
215, Nurnberg Colliers<br />
100% Phillppestraße 3,<br />
Bochum GER 5-Mar-05 Weatherall<br />
100% Elbestraße 1-3, Marl GER 5-Mar-05 Weatherall<br />
100%<br />
Binnerhelde 26,<br />
Schwerte GER 5-Mar-05 Weatherall<br />
100%<br />
Industriestraße 19,<br />
Hassmersheim GER 5-Mar-05 Weatherall<br />
100% Feldstrasse<br />
GER<br />
Wittenburg<br />
12-Jan-05 CBRE<br />
100% AM Campeon<br />
Complex 1-12<br />
GER<br />
Munich<br />
3-Mar-06 KS<br />
The<br />
Netherlands<br />
100%<br />
100%<br />
100%<br />
100%<br />
Meidoornkade 22-24,<br />
Houten NL 30-Mar-05 Weatherall<br />
Industriestraat 6, 8,<br />
10, Numansdorp<br />
Fortranweg 10,<br />
NL 30-Mar-05 Weatherall<br />
Amersfoort<br />
Industrielaan 24,<br />
NL 1-Nov-04 Weatherall<br />
Uden NL 5-Mar-05 Weatherall<br />
100%<br />
Daalakkersweg 2, 2-A<br />
and 8, Eindhoven NL 14-Dec-04 Weatherall<br />
100% ‘t Harde NL 28-Oct-2005 Troostwijk<br />
100%<br />
Hardwarewg 11,<br />
Amersfoort NL 31-Dec-2005 CBRE<br />
100%<br />
Wolfraamweg 2,<br />
Wolvega NL 5-Mar-05 Weatherall<br />
100% Stationsplein 7 & 9 NL<br />
Groningen<br />
13-Jun-06 CBRE<br />
100% Mathildelaan 1<br />
NL<br />
Eindhoven<br />
20-Mar-06 BRE RT<br />
100% Benthemstraat 10 NL<br />
Rotterdam<br />
20-Mar-06 BRE RT<br />
100% Energieweg 9<br />
NL<br />
Rotterdam<br />
14-Mar-06 BRE RT<br />
100% Tarasconweg 2 NL<br />
Eindhoven<br />
10-Aug-06 DTZ<br />
100% Valkstraat 14<br />
NL<br />
Sittard<br />
10-Aug-06 DTZ<br />
100% Corkstraat 38-46 NL<br />
Rotterdam<br />
10-Aug-06 DTZ<br />
100% Beelarts van<br />
Blokandstraat 10-14<br />
NL<br />
Tilburg<br />
10-Aug-06 DTZ<br />
100% Gentseweg 5-19 NL<br />
Gouda<br />
11-Dec-06 Colliers<br />
100% Hoevenweg 11-11a NL<br />
Eindhoven<br />
11-Dec-06 Colliers
Homburg<br />
ownership 1)<br />
Property Province /<br />
Country<br />
100% Wilhelminaplein 26<br />
Roermond<br />
100% Wilhelminasingel 5<br />
Roermond<br />
100% Noorderpoort 33<br />
Venlo<br />
United States<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
Appraisers<br />
NL<br />
NL<br />
NL<br />
- 56 -<br />
External<br />
appraisal date<br />
Appraiser<br />
11-Dec-06 Colliers<br />
11-Dec-06 Colliers<br />
11-Dec-06 Colliers<br />
555 East Pikes Peak<br />
Rd. Colorado Springs<br />
557 East Pikes Peak<br />
CO 13-Jan-03 TC & AI<br />
Rd. Colorado Spring<br />
559 East Pikes Peak<br />
CO 13-Jan-03 TC & AI<br />
Rd. Colorado Springs<br />
4575 Hilton Parkway,<br />
CO 13-Jan-03 TC & AI<br />
Colorado Springs<br />
3535 Van Teylingen<br />
CO 22-Jan-03 TC & AI<br />
Dr., Colorado Springs CO 10-Feb-03 TC & AI<br />
669 Airport Freeway,<br />
Hurst TX 3-Dec-02<br />
15510 Lexington<br />
Blvd, Houston TX 9-Jan-03<br />
Yates<br />
Realty<br />
Murphy<br />
Appr Grp<br />
8400 Blanco Rd., San<br />
McNeel,<br />
Antonio TX 31-Jan-03 W &A Inc.<br />
3740 Colony Dr., San<br />
McNeel,<br />
Antonio TX 31-Jan-03 W &A Inc.<br />
10800 and 10829<br />
Hillpoint Dr., San<br />
McNeel,<br />
Antonio TX 31-Jan-03 W &A Inc.<br />
4718 and 4738 Cotton<br />
McNeel,<br />
Belt Dr., San Antonio TX 31-Jan-03 W &A Inc.<br />
ARA Altus Real Estate Appraisals NCA North Country Appraisals<br />
Altus Altus Group ORAI Outlook Realty Advisors<br />
APAI Anderson Preece & Associates Piccott Piccott Real Estate Appraisals<br />
BRE RT E De Brauwer<br />
CBRE CB Richard Ellis Royal LePage Royal LePage<br />
Colliers Colliers International TC & AI Thomas Colon & Associates<br />
DTZ DTZ Zadelhoff<br />
EA & CS Robin Elford Appraisal Services Troostwijk Troostwijk<br />
KAL Kempton Appraisals Limited Weatherall Weatherall Vastgoed Adviseurs<br />
KS King Sturges<br />
McNeel, W&A Inc McNeel Weissler Associates Yates Realty Yates Realty Advisors<br />
Murphy Appr Grp Murphy Appraisal Group<br />
The total fair market value of the Company´s properties as determined in accordance with<br />
IFRS as per December 31, 2006 on the basis of information received from the property appraisers and
- 57 -<br />
accepted by the Company´s auditors is $ 1,957,808,000.<br />
The Company has acquired the following real estate properties pursuant to the Alexis Nihon<br />
Acquisition. None of these properties have been transferred to Cominar as part of the Cominar Sale.<br />
See Chapter 15 “The Alexis Nihon Acquisition”.<br />
Note:<br />
(1) Includes 134,377 square feet owned by The Bay. The building operated by The Bay was constructed by The Bay.<br />
Pursuant to its lease, The Bay pays annual basic rent for the lease of the land on which the building is situated and<br />
Alexis Nihon will become the owner of the building at the end of such lease at no additional cost.<br />
The properties that are remaining in Alexis Nihon have been valued by independent experts.<br />
In its report dated November 27, 2006, Altus Helyar valued Place Alexis Nihon as of October 31,<br />
2006 at $ 212.8 million. In its report dated as of January 1, 2007, Colliers International valued the<br />
properties other than Place Alexis Nihon that are remaining in Alexis Nihon after the Cominar Sale as<br />
per January 1, 2007 at $ 245 million. Copies of both reports can be obtained without charge from the<br />
listing agent (SNS Securities N.V., Nieuwezijds Voorburgwal 162, 1012 SJ Amsterdam, the<br />
Netherlands) and are also available electronically at www.homburg.com.<br />
Homburg believes that no material changes to the properties have occurred since the dates of<br />
the valuations by the independent experts. For the purpose of preparing its bid for Alexis Nihon, as<br />
well as to provide the comfort required by the Underwriters and the bank that provided the Bridge<br />
Loans, the Company developed a model to value the Alexis Nihon properties as per December 31,<br />
2006 (the "Valuation Model").<br />
The total fair market value of Alexis Nihon´s properties as determined in the Valuation Model<br />
is approximately $ 1,050 million. The value of the properties that are remaining in Alexis Nihon after<br />
the Cominar Sale is calculated in the model at approximately $ 490 million. The other component of<br />
the $ 1,050 million is the calculated value of approximately $ 560 million of the Alexis Nihon<br />
Industrial and Office Properties (other than the Alexis Nihon Co-Owned Properties), which have been<br />
sold to Cominar in the Cominar Sale. The purchase price agreed with Cominar for these properties is<br />
$575 million. See paragraph 15.2 "Cominar Sale". Pursuant to the Cominar Asset Sale Agreement,<br />
Cominar has also unconditionally offered to purchase Alexis Nihon’s interest in the Alexis Nihon Co-
- 58 -<br />
Owned Properties for a purchase price of approximately $17.3 million, subject to the exercise or<br />
waiver by the co-owner of such properties of its rights of first refusal.<br />
11.3 Development Projects<br />
The Company currently owns 17 development projects located in Alberta, Québec and Prince<br />
Edward Island. The following table outlines details relating to these projects.<br />
Note:<br />
(1) The Company has a 1/3 interest in these projects.<br />
(2) These properties are in the pre-development stage.<br />
As at March 31, 2007, approximately $292 million of the total estimated project costs of<br />
approximately $3 billion had been spent on the development projects. The remaining project costs<br />
will be financed through a combination of construction financing and equity. Construction financing<br />
is in place at market interests for all of the above projects that are not in the pre-development stage<br />
(see note 2 in the above table).<br />
11.4 Description of the Company´s Most Significant Investment Properties<br />
The Company’s most significant investment properties as measured by property revenue for<br />
the year ended December 31, 2006 are as follows:<br />
1. Campeon Complex, Munich, Germany (Leased to Infineon Technologies AG)<br />
This property houses the corporate headquarters, corporate administration and research and<br />
development centre of Infineon Technologies AG, a New York and Frankfurt stock exchange listed<br />
company. Infineon Technologies offers semiconductor and system solutions addressing three central<br />
challenges to modern society: energy efficiency, mobility and security. The Campeon Complex has<br />
enabled Infineon to centralize most of its Munich employees in one physical working environment.<br />
The complex consists of six building modules split into 12 separate brand new modern<br />
buildings with underground parking for approximately 2,000 cars, recreational facilities and a
- 59 -<br />
connection to the public highway. The complex include office space, a food and service court,<br />
restaurants, outside sports field, bank, kindergarden and casino. The total leaseable area is 1,479,813<br />
square feet. The lease expires in October 2020.<br />
2. Fürtherstrasse 205-215, Wandererstrasse 159, Nürnberg, Germany (Leased to Quelle<br />
AG Trading)<br />
This 2,606,706 square foot mixed-use complex serves as Quelle AG’s centre for logistics and<br />
distribution. It includes storage space, office space, shopping space and an administrative and<br />
computer centre. Quelle AG is part of the Karstadt Quelle AG group that had a turnover of more than<br />
€ 15 billion in 2005. Quelle is a large provider of technical goods in the German mail order market.<br />
The complex is located on a main traffic artery 2.5 kilometres from the city centre and central station<br />
with direct access to key municipal roads as well as the main expressway. It is easy to reach by car,<br />
tram and subway. Nürnberg Airport is approximately 15 kilometres away. The 27-acre site provides<br />
for 601 above-ground parking spaces and 140 underground parking spaces. The lease expires in<br />
December 2015.<br />
3. Mathildelaan 1, Eindhoven, the Netherlands (Leased to Philips Lighting B.V.)<br />
This property is the world -wide headquarters for Philips Lighting B.V., a leader in the global lighting<br />
market that employs approximately 523,162 peopleIt consists of one-seven -floor and one two-floor<br />
self-contained office complexes. The buildings provide approximately 426,900 square feet of<br />
leaseable area and approximately 600 above-ground parking spaces.<br />
The property forms an integral part of the city center and is within walking distance of the<br />
central station. It is surrounded by retail and residential buildings. The lease expires in December<br />
2014.<br />
4. Stationsplein 7-9, Groningen, the Netherlands (Leased to KPN Telecom B.V.)<br />
The total leaseable space of this single-tenant property is approximately 343,582 square feet.<br />
The tenant of this property is KPN Telecom B.V., which provides telephone, Internet and television<br />
services to personal customers through its fixed network in the Netherlands. KPN’s shares are listed<br />
for trading on Eurolist and New York stock exchanges.<br />
This complex contains three contiguous office buildings, with above-ground and belowground<br />
parking for 150 cars. The lease expires in February 2014.<br />
5. Philippstrasse 3, Bochum, Germany (Leased to Deutsche Annington<br />
Vermoqengesellshaft MbH & Co.KG)<br />
This property is located in Bochum-Altenbochum, close to several important highway connections<br />
and is easily accessed by both car and public transportation. The site covers approximately five acres.<br />
The building provides total leaseable space of approximately 285,461 square feet and has 320 aboveground<br />
parking spaces and 180 parking spaces around the building.<br />
The property is leased to Viterra AG, which is part of Deutsche Annington, Germany’s<br />
biggest housing company, encompassing leasing, sale and management of residential properties, with<br />
approximately 230,000 units. The lease expires in June 2020.<br />
6. Zellers Portfolio<br />
Zellers is part of the Hudson’s Bay Company, one of Canada’s oldest department store<br />
retailers, with more than 500 stores across the country. The Company’s Zellers portfolio includes the<br />
following seven locations in Newfoundland, Nova Scotia, Québec, Ontario and British Columbia. The<br />
lease for each of these properties expires in April 2023 assuming that Homburg or Zellers exercises its
- 60 -<br />
renewal option in respect of the leases for the Zellers portfolio to extend its maturity to 2023 prior to<br />
the expiration of the current term in 2018.<br />
.<br />
Zellers´Location Province Land Area Gross Leasable Area<br />
(Square Feet)<br />
24 Stavenger Dr, St John’s NF 9.88 107,400 1994<br />
194 Chainlake Dr., Bayers<br />
Lake Business Park,<br />
Halifax<br />
NS 8.65 112,423 1995<br />
100 Rue St. Jude, Granby PQ 11.12 114,256 1998<br />
60 Martindale Cres.,<br />
Meadowlands Centre,<br />
Ancaster<br />
129 Queensway East,<br />
Simcoe<br />
600 Mitchell Rd South,<br />
Listowel<br />
Westbank Shopping Centre,<br />
Westbank<br />
ON 8.65 108,628 1999<br />
ON 8.65 74,250 1999<br />
ON 7.41 80,005 1995<br />
BC 7.41 105,670 1995<br />
Year Built<br />
7. Industrielaan 24, Uden, the Netherlands (Leased to MediaMotion Manufacturing B.V.)<br />
Constructed in 1977, the complex consists of four mixed use production, storage, assembly and office<br />
buildings providing a total leaseable area of 437,825 square feet. MediaMotion Manufacturing B.V.,<br />
one of the major players in Europe in providing services for the production of CDs and DVDs, is held<br />
by the strategic investment company ECF Group. The lease expires in September 2019.<br />
8. Carat Park, Wittenburg, Germany (Leased to Edeka-Miha Immobilien GmbH)<br />
This property is a “Fachmarktzentrum” (specialized market centre), with 17 retail units of<br />
different sizes with a total leaseable area of 198,592 square feet. There are approximately 562 on site<br />
above-ground parking spaces. The lease expires in September 2012.<br />
The Edeka group is the number one German retail food trader and employs approximately<br />
250,000 people. Edeka holds the main lease in this complex and subleases to various other tenants.<br />
9. Daalakkersweg 2, 2a, 8, Eindhoven, the Netherlands (Leased to VDL Industrial Modules<br />
B.V. and WorkSphere B.V.)<br />
The property is conveniently located in the east of Eindhoven in the industrial area known as<br />
Herzenbroek. Close to two important main highways, it is easily accessible by both car and public<br />
transportation.<br />
The buildings provide a total leaseable area of 364,921 square feet and provides parking for<br />
500 cars. The properties form a well maintained complex consisting of office and storage areas. The<br />
lease expires in June 2009.<br />
VDL Group is an international industrial company devoted to the development, production<br />
and sale of semi-finished and finished products. The VDL Group had consolidated turnover of €809<br />
million in 2004. WorkSphere B.V. is a subsidiary of Strukton Groep N.V., which is active in the areas
- 61 -<br />
of rail infrastructure & information systems, civil engineering, construction & real estate, and PPS<br />
concessions & facility management.<br />
10. Industristrasse 19, Hassmersheim, Germany (Leased to MoTip Dupli Group B.V.)<br />
MoTip Dupli Group B.V. is a European spray can producer with approximately 750<br />
employees in 11 countries.<br />
The property is centrally located in the industrial area of Hassmersheim and is well connected<br />
to the German motorway system. The area is also accessible by the river Neckar, which has a loading<br />
and unloading point for shipping by water. The buildings´ gross leasable area is 304,567 square feet<br />
consisting of warehouse and office space. The lease expires in December 2014.<br />
11.5 Description of Alexis Nihon´s Most Significant Investment Properties<br />
The following describes certain attributes of the most significant investment properties of<br />
Alexis Nihon as measured by property revenue for the year ended December 31, 2006 that have been<br />
acquired by Homburg pursuant to the Alexis Nihon Acquisition. None of these properties are being<br />
transferred to Cominar as part of the Cominar Sale.<br />
1. Place Alexis Nihon<br />
Place Alexis Nihon, located in Montréal, Québec, was acquired by the Nihon family in 1983.<br />
The property is a 1,463,911 square foot multi-use office, retail and multi-family residential complex<br />
built between 1967 and 1988, comprising 611,535 square feet of class A office space and 391,029<br />
square feet of retail space, as well as 161,026 square feet of storage and 300,321 square feet of multifamily<br />
residential space. The complex has sheltered parking for 1,235 cars, being one space per 1,200<br />
square feet of leasable area including one space per multi-family residential unit. The complex<br />
consists of a seven level commercial podium, three levels of shopping concourse, three levels of<br />
parking, one level of storage, two office towers of 10 and 18 stories, respectively, and a 27-storey<br />
multi-family residential tower. The property has multiple tenants. The average remaining lease term is<br />
5.5 years.<br />
Sitting atop the Atwater subway station, with access to public transit and to Montréal’s<br />
underground network,, Place Alexis Nihon is located in the west sector of the Montreal business<br />
district, with exposure on Atwater Avenue, Sainte-Catherine Street and de Maisonneuve Boulevard.<br />
Place Alexis Nihon bears civic addresses 1500 Atwater Avenue, 3400-4000 de Maisonneuve<br />
Boulevard West and 4045-4049 Sainte-Catherine Street West.<br />
2. Centre Laval – 1500-1690 Le Corbusier Boulevard, Laval, Québec<br />
Centre Laval is a 701,932 square foot regional shopping centre located at the intersection of<br />
Le Corbusier Boulevard South and Saint-Martin Boulevard in Laval, and bordered by the Laurentian<br />
Autoroute (15), providing primary accessibility and visibility. It is also located within walking<br />
distance of the Montmorency Metro station. The building was built in four phases between 1968 and<br />
1991 and renovated between 1998 and 2001. Over $27 million has been spent on expansions and<br />
renovations since 1999. Situated on 2,073,185 square feet (47.6 acres) of land, it has over 3,200<br />
outdoor parking spaces. The building, which includes 9,792 square feet of ancillary office space, is<br />
occupied by 140 tenants. Benefiting from a diversified tenant mix, Centre Laval´s significant tenants<br />
include a Canadian chartered bank, Staples Business Depot, L’Équipeur, Librairie Champigny,<br />
Société des Alcools du Québec, Sports Experts, Wal-Mart, Brick, Future Shop, Best Buy, Ultramar<br />
and The Bay. The leasable area includes 134,377 square feet owned by The Bay situated on land<br />
which is leased from Alexis Nihon. The building in which The Bay operates was constructed by The<br />
Bay. Pursuant to its lease, The Bay pays annual basic rent for the lease of the land on which the<br />
building is situated and Alexis Nihon will become the owner of the building at the end of such lease at<br />
no additional cost. Approximately 576,349 square feet or approximately 28% of the site area are held<br />
under an emphyteutic lease expiring in 2065. The average remaining lease term is 5.6 years.
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3. 1035, 1049, 1059, 1065, 1069, 1075, 1085, 1095, 1105, 1125 and 1135 Jean-Baptiste<br />
Rolland Boulevard West, Saint-Jérôme, Québec<br />
the buildings are part of a 195,953 square foot retail complex on 763,000 square feet of land,<br />
strategically located along Highway 15, built in four phases between 1999 and 2004. The centre is<br />
substantially leased to 15 tenants and has over 1,000 outdoor parking spaces. Significant tenants<br />
include Staples Business Depot, B.O.L.D. and Winners. The average remaining lease term is 7.2<br />
years.<br />
4. 3310-3550 Côte-Vertu Boulevard, Saint-Laurent (Montréal), Québec<br />
This 189,185 square foot retail complex was built in 1999 and is located on 1,117,384 square<br />
feet of land. The building is 99.4% leased to 21 tenancies including Cinema Guzzo, Bar & Billiard<br />
Unison Inc. and Club Feel Good Fitness Café. The average remaining lease term is 7.4 years.<br />
12. MARKET DESCRIPTION<br />
Overview<br />
Homburg Invest Inc. has real state holdings in four countries – Canada, the United States,<br />
Germany and the Netherlands.<br />
The company has a diversified portfolio consisting of office, retail, industrial and land assets in the<br />
various markets.<br />
General introduction into the provinces of Canada<br />
This general introduction provides information only on those provinces in which Homburg<br />
currently hold real estate. The source for this section is Colliers International (Location & Market<br />
Overviews, 24 March 2007).<br />
Province of British Columbia<br />
Occupying almost a million square kilometres, British Columbia (“BC”) is larger than<br />
California, Oregon and Washington states combined, or the combined area of France and Germany.<br />
British Columbia has a highly diverse natural environment, population, and economic base.<br />
The province’s skilled workforce, rich natural resources, unrivaled quality of life and gateway<br />
location between North America and Asia provide the foundation for almost unlimited economic<br />
opportunities. The 2006 population was 4,113,487 persons, the largest city being Vancouver with<br />
about 2.1 million.<br />
Homburg Invest Inc. has minimal activity in BC.– It is active in ownership of only three<br />
properties in B.C.: (1) an office property in Victoria, (2) a retail sale-and-leaseback with Zellers in<br />
West Bank and (3) a minor commercial property in the northern, small market of Prince George.<br />
Province of Alberta<br />
Alberta is one of the world's leading producers of oil and gas as a result of an abundance of<br />
energy reserves that fuel a thriving oil and gas industry.<br />
Alberta's population is 3,290,350 (according to the 2006 Census, a detailed enumeration of<br />
the Canadian population) and is the fourth largest province in Canada. Albertans have the lowest<br />
overall taxes in Canada with among the highest level of services. They have the highest disposable
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incomes in Canada and the lowest unemployment rate. Over the past decade, Alberta had the highest<br />
rate of economic growth rate in Canada at 3.8%.<br />
Homburg Invest Inc. is active in ownership and development of new commercial properties in<br />
Calgary, Edmonton, Grand Prairie, Okotoks, Red Deer and Taber Alberta.<br />
Calgary population has grown over 10% since 2001 and is now nearing 1.1 million people.<br />
Calgary continues to exhibit some of the strongest economic fundamentals of any major market in<br />
North America. Edmonton is the provincial capital. Edmonton's Census Metropolitan Area (CMA)<br />
is the sixth largest in the country with a population of 1,034,945. Edmonton has also benefited from<br />
high energy prices and is experiencing the strongest commercial real estate market in its history.<br />
Homburg has significant holdings in Calgary and Edmonton, with several planned new developments.<br />
Province of Ontario<br />
Ontario is Canada’s second largest province – measuring more than one million square<br />
kilometers (415,000 square miles) – an area larger than Spain and France combined.<br />
With a population of 12,160,282 million, Ontario is home to greater than one in three Canadians.<br />
Eighty percent of Ontario’s populations live in the southern centres like Ottawa, Kingston, Toronto,<br />
Niagara Falls, London, Kitchener, and Hamilton.<br />
Homburg has little exposure to Ontario – excepting three sale-leaseback retail Zellers stores,<br />
all located in small markets in the Province.<br />
Province of Quebec<br />
Located in the northeast of the North American continent, Canada's largest province covers an<br />
area of 1,667,926 km 2 . It is twice the size of Texas and seven times the size of the United Kingdom.<br />
The population is 7,546,131. Montreal is the largest city in Quebec and the second largest in Canada,<br />
with a metropolitan population of 3,635,571.<br />
In the 1970's, debates over the supremacy of the French language crystallized around the<br />
province. In 1976, the Parti Québécois was voted into power. In 1980, in a popular referendum,<br />
Québec voters rejected the proposition of sovereignty-association with the federal government of<br />
Canada. In October 1995 a second referendum on Québec independence was also defeated by a<br />
narrow margin.<br />
Homburg has other minor holdings in Quebec – limited to a portfolio of net lease Pizza Hut<br />
(Quick Service Restaurant) retail properties. These properties are all located in suburbs of Montreal<br />
and smaller markets within a 300 km radius of the City.<br />
Province of New Brunswick<br />
New Brunswick, the largest of Canada's three Maritime Provinces, is situated south of<br />
Quebec's Gaspé Peninsula and immediately east of the State of Maine. The 2006 population is<br />
729,997, only a 0.1% increase from 2001.<br />
Homburg Invest Inc. has significant real estate holdings in this market.<br />
Province of Nova Scotia<br />
Nova Scotia is located on the east coast, almost completely surrounded by the Atlantic Ocean.<br />
The nearest American state is Maine. Nova Scotia is about 53,000 square kilometres which makes it
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about twice the size of the American state of Massachusetts and just a bit smaller than Ireland. The<br />
2006 population is 913,462, only a 0.6% increase from 2001.<br />
The capital city is Halifax, an international seaport and transportation centre, with a<br />
population of 372,858 in the greater area. Homburg Invest Inc. has significant real estate holdings in<br />
the Halifax market.<br />
Province of Prince Edward Island<br />
Prince Edward Island (“PEI”) is located on the east coast, connected to New Brunswick by<br />
the Confederation Bridge. It is Canada’s smallest Province with the 2006 population at 135,851.<br />
Charlottetown, the provincial capital, is the business and research hub of PEI.<br />
The Island economy is heavily dependant upon tourism and agriculture and related services.<br />
Homburg has minor exposure to PEI, owning a multi-tenant retail property in the downtown of the<br />
capital city – Charlottetown and a small Inn.<br />
Province of Newfoundland and Labrador<br />
Newfoundland is Canada's most easterly province consisting of two distinct geographical<br />
entities, the island of Newfoundland and Labrador, which is largely northern land. The 2006<br />
population is 505,469, a -1.5% decline from 2001.<br />
Off the shores of St. John’s, the vast oil fields of Hibernia and Terra Nova produce one-third<br />
of Canada’s conventional light crude. The offshore oil industry has been a catalyst for economic<br />
growth, St. John’s being the main beneficiary. The outlook for the area is for continued growth over<br />
the next several years as the oil industry’s share of the economy is expected to grow as activity and<br />
production expands.<br />
Homburg Invest Inc. has little exposure to Newfoundland – excepting two sale-leaseback<br />
retail stores, one located in a modern retail Power Center in the capital city of St. John’s; the other in a<br />
small market location (Gander) in the Province.<br />
The Canadian office market<br />
Annual employment growth in 2006 was concentrated in the country’s most densely<br />
populated urban regions. Calgary, with its booming resource sector, led the charge with expansion of<br />
more than six percent compared with the average national rate of two percent. Canada’s economic<br />
performance is tied largely to the strength of six cities: Vancouver, Calgary, Edmonton, Toronto,<br />
Ottawa and Montreal. According to Statistics Canada, 73 percent of Canada’s head office<br />
employment is located in Toronto, Montreal, Calgary and Vancouver.<br />
Economic stability has drawn investors to Canadian real estate over the last several years.<br />
Gross Domestic Product will exceed 3% for 2006. By February of 2007 Canada’s unemployment rate<br />
was barely above 6%. Economic strength has attracted both foreign and domestic investors to<br />
Canadian real estate investment.<br />
Canada’s largest downtown office markets are reported by Colliers International to be in their<br />
healthiest condition in almost two decades. National average rents for downtown Class A office<br />
space in Canada have climbed to their highest level since 2003. The nation’s economic strength,<br />
including job growth; retail sales and robust business expansion have been the key drivers of the<br />
downtown markets.
Calgary office market<br />
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Calgary continues to exhibit some of the strongest economic fundamentals of any major<br />
market in North America. Buoyant commodity process is directly fueling Calgary’s office market,<br />
translating into plummeting vacancy rates and rising rental rates. An abundance of investors are eager<br />
to participate in the city’s booming growth. Each new transaction is setting pricing benchmarks on<br />
both capitalization rate and price per square foot basis.<br />
Vacancy rates have fallen to the low single digits, resulting in rapid rental rate growth.<br />
Rapidly rising rental rates have allowed investors to accept record low going-in yields with the<br />
expectation of near-term yield appreciation.<br />
Victoria office market<br />
In the first half of 2006, Victoria’s real estate investment market continued at a record pace.<br />
Having dropped an average of 100 basis points over the past year, capitalization rates in all classes are<br />
at historic lows. After sustained compression over the past 5 years, Colliers International predict that<br />
cap rates will stay at or slightly below current levels for the next 18 months.<br />
Halifax office market<br />
Halifax is the financial, business and research hub of Canada’s Atlantic Provinces. Halifax’s<br />
office market saw its first quarter of negative absorption following 8 consecutive quarters of declining<br />
vacancy. Vacancy is now at its’ lowest rate since 1999. However, Colliers International report that<br />
the downtown vacancy rate declined, with the increase coming from suburban locations. Net rental<br />
rates are trending upwards. Capitalization rates continue to compress.<br />
The Canadian retail market<br />
Canada’s economy will expand by a solid three percent in 2006 despite having to overcome:<br />
rising energy costs, a soaring dollar and increased financing costs. Annual employment growth in<br />
2006 was concentrated in the country’s most densely populated urban regions. Retail sales expanded<br />
by almost 10% year-over-year in May. New housing starts were strong, down by less than 1% from a<br />
record 2005.<br />
Foreign investors have provided a boost to Canadian retail landscape as U.S. based chains<br />
continue new store openings. Statistics Canada report that foreign-based retailers increased capital<br />
spending over the past year by 36% compared to an increase of just 4% by Canadian owned retailers.<br />
Capitalization rates will see little change over the next 6 to 12 months is the official line – and<br />
Colliers Inetrnational believes that may have some validity in primary markets. Investors will<br />
continue to look at secondary markets in the near-term. We anticipate that secondary markets will<br />
play a more pronounced role in Canada’s investment market.<br />
The strong Canadian retail sector has translated into a strong retail real estate market. With<br />
the record high demand for existing properties – and the resultant sharp decline in cap rates, many<br />
developers have turned to new development.<br />
The Canadian industrial market<br />
Both foreign and domestic investors have competed regularly for assets, both single and in<br />
portfolios. Continuing near record-low interest rates have also been a key driver of demand. Pension<br />
Fund has been outbid by foreign investors and REITS. The big news in 2006 was the acquisition of
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Canada’s largest industrial landlord, Summit REIT by ING Real Estate Canada (Dutch-Australian<br />
joint venture) for $3.37 billion.<br />
The continuation of available capital will result in a consistent market in 2007 – with record<br />
low cap rates (initial yields)although it is widely expected that a bottom for rates has been reached or<br />
is near and that future value gains will result from earning growth – not yield compression.<br />
Warehouse/ logistics companies accounted for a reported 70% of the investment transactional<br />
activity in Canada in 2006 with the largest growth in Western Canada.<br />
The Dutch office market<br />
The Netherlands office market remains poorly rated as a result of over-supply concerns.<br />
Despite this prognosis, The Netherlands outperformed other western European markets.<br />
PricewaterhouseCoopers, for instance, expect a natural balance back in the market in three to five<br />
years, and expect a shortage of high-quality office space within two years. Amsterdam, Rotterdam<br />
and The Hague are reported by most firms to have poor market prospects, with somewhat better office<br />
markets reported in Zwolle, Breda and Maastricht.<br />
Over the past year investors put considerably more into Dutch real estate than in 2005. In total<br />
around € 8.25 billion in commercial property (offices, industrial space and retail) was acquired, a 25%<br />
increase against 2005, which was itself a record year. The demand was primarily a result of British<br />
and German buyer interest. Just as in 2005 investors were primarily interested in offices. Of the total<br />
investments in property some 70% was in offices.<br />
The Dutch industry market<br />
The 2006 Year was an excellent one for the Dutch Industrial property market – seeing € 1.2<br />
billion in transactions – an all time record. The greatest demand was for Distribution centres –<br />
Schiphol and Rotterdam being the highest values.<br />
Warehousing and Distribution Investment has seen a flood of capital in the market and this is<br />
resulting in yield rate compression. While there continues to be a massive restructuring play in<br />
central Europe, where the infrastructure is being improved, most investors prefer the more mature<br />
markets such as the Netherlands (particularly Rotterdam), northern France and western Germany.<br />
Initial Yield rates for prime logistics properties (western Holland) saw yields below 7%.<br />
Interest rates were at 3.9% at Years end.<br />
The German office market<br />
According to DTZ - aggregate office space turnover in the five most important German office<br />
markets (Berlin, Dusseldorf, Frankfurt, Hamburg, Munich) in 2006 rose 11% - the third successive<br />
improvement in take-up since the market bottomed in 2003. The City with the biggest take-up was<br />
Munich.<br />
The Munich region is rated as the best in terms of a demand –driven market recovery.<br />
Secondary cities are also attractive, despite vacancy risks increasing, as they produce higher<br />
investment returns. The market preference is for modern stock in city fringe areas or office parks.<br />
The Industrial Investment market has seen continued yield compression in Germany (according to<br />
AXA Real Estate IM, 125 bps since 2004). Investors have reportedly become more flexible with<br />
regard to shorter leases.
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German investment markets have exhibited a number of trends that have led to structural<br />
changes in the market. The dominating force in German property investment markets has been<br />
foreign investors. These investors are betting that the German property markets have bottomed out<br />
and again offer good potential for higher rents.<br />
Foreign buyers accounted for over 75% of invested monies in German Commercial property<br />
market in 2006. This high interest is supported by prospects for growth in rents; comparatively high<br />
yields in Germany relative to other European markets; and the continued availability of inexpensive<br />
debt.<br />
Initial Yield compression continued from 2005 throughout 2006.<br />
The German industrial market<br />
Germany’s logistic locations will continue to benefit from EU enlargement. Market<br />
preferences are areas outside the main investment centres along the Europe transport corridors and<br />
properties near international airfreight hubs and ports.<br />
Attractive markets are areas outside of the main investment centers along European transport<br />
corridors from west to east (e.g. Ruhr area, Kassel, Nurnberg, Hanover) and properties near<br />
international airfreight hubs and ports (Hamburg Rhine-Main-Area, Munich).<br />
Initial Yield compression continued from 2005 throughout 2006. For investment grade<br />
logistics properties, Initial Yields fell by around 0.30% pints.<br />
Retail markets were also very active with a large number of transactions.<br />
General introduction into the United States of America<br />
At over 9.6 million km² and with over 300 million people, the United States is the third or<br />
fourth largest country by total area and third largest by population. The economy is fueled by an<br />
abundance in natural resources and a large, highly productive work force. The United States is the<br />
second largest exporter and largest importer of goods, with Canada, China, Mexico, Japan, and<br />
Germany as its top five trading partners. With a gross domestic product (GDP) of over $13 trillion,<br />
the U.S. has the largest national economy in the world.<br />
Homburg Invest Inc. has minor commercial real estate holdings in four cities in the State of<br />
Texas and in Colorado Springs, Colorado.<br />
State of Texas<br />
Texas is the second largest state in the United States in both area and population. Texas is<br />
internationally known for its energy and aeronautics industries. The state is home to numerous<br />
Fortune 500 companies located in major metropolitan areas. Texas is the only state in the U.S. to have<br />
three cities with populations exceeding one million: Houston, San Antonio, and Dallas.<br />
Houston, the fourth most populous city in the United States, is well known as a center for<br />
energy, medicine, international business and technology. The engine that drives Houston's thriving<br />
international trade and commerce is the Port of Houston. Additionally, the world's largest<br />
petrochemical complex neighbors the port. For years, Houston has been known as the Energy Capital<br />
of the World, but the city boasts a diverse economy with expanding industries in the areas of<br />
engineering and design services, health care services and electronics, including NASA Lyndon B.<br />
Johnson Space Center. Sugar Land is located 30 kilometers south of downtown Houston.
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Dallas/Fort Worth (DFW) metropolitan area is a 9,469 square-mile, 12-county region that<br />
includes Dallas, Fort Worth and 126 other municipalities. DFW is the largest metropolitan population<br />
in Texas and the ninth largest in the U.S. with more than 5.6 million residents. Hurst is located in the<br />
heart of the DFW metropolitan area.<br />
San Antonio, the eighth largest city in the United States, has an MSA population of 1.606<br />
million.<br />
State of Colorado<br />
The State of Colorado is in the Western United States. The United States Census Bureau<br />
estimates that the state population was 4,753,377 in 2006, a 10.49% increase since 2000.<br />
The 2005 the population of the City of Colorado Springs was 369,815 (49th most populous<br />
U.S. city). Colorado Springs' economy is driven primarily by the military, the high-tech industry and<br />
tourism.<br />
The US office market<br />
Reflecting a continuously vibrant economy, Q4-2006 was another rock-solid quarter for the<br />
office market, with demand surpassing expectations for office space nationwide, according to a report<br />
by Colliers International.<br />
Fourth quarter office vacancies measured 12.5%, versus 12.7% during the third quarter of<br />
2006 and 13.6% percent during the year-ago period. Vacancies are now significantly below the<br />
cyclical high of 16.4 percent registered at the end of 2003.<br />
In line with this vacancy reduction, rents again moved higher during Q4’06, with downtown<br />
lease rates, in particular, rising sharply. Downtown rents were up an average of 18.2% for 2006, with<br />
suburban rents up 7.5 percent.<br />
13. MANAGEMENT OF <strong>HOMBURG</strong><br />
13.1 General<br />
Homburg has a one-tier board structure consisting of the Board of Directors. There are no<br />
family relationships between any of the members of the Board of Directors (the “Directors”) and<br />
officers of the Company (the “Officers”) named below. Set out below is a selection of relevant<br />
information concerning the Directors and Officers. The Directors and Officers together represent 222<br />
years of real estate experience and represent a broad cross-section of various aspects of real estate<br />
investment, development and ownership.<br />
Powers, composition and function<br />
Copies of the Articles are available for inspection at Homburg’s offices located at Suite 600,<br />
1741 Brunswick Street, Halifax, Nova Scotia, B3J 3X8 (telephone: +1 902 468-3395) and are also<br />
available electronically on SEDAR at www.sedar.com. Any shareholder may request a copy of the<br />
Articles, which will be provided free of charge.<br />
The Articles and by-laws of the Company (the “By-Laws”) provide that the Board of<br />
Directors will consist of not less than three nor more than 15 Directors. The number of Directors to be<br />
elected is determined by resolution of the shareholders of the Company (the “Shareholders”), and the<br />
Directors are elected by the Shareholders on at least an annual basis, and serve until the close of the<br />
Company’s next annual meeting of Shareholders unless they resign or are removed in accordance
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with the provisions of the ABCA and the By-Laws. The Board of Directors has the authority pursuant<br />
to the Articles to appoint one or more additional Directors between annual meetings of Shareholders<br />
so long as the number of additional Directors so appointed at no time exceeds one third of the number<br />
of Directors who held office at the expiration of the last annual meeting of Shareholders and the total<br />
number of Directors at no time exceeds the maximum number allowable under the Articles.<br />
The chairman of any meeting of the Board of Directors will be the Director present and<br />
willing to so act at the meeting who is the first mentioned of the following Officers as have been<br />
appointed: Chairman of the Board of Directors, President or a Vice-president (in order of seniority). If<br />
no such Officer is present and willing to act, the Directors present will choose one of them to be the<br />
chairman of that meeting.<br />
At all meetings of the Board of Directors, every proposal will be decided by a majority of the<br />
votes cast. The quorum for the transaction of business at any meeting of the Board of Directors will<br />
consist of a majority of Directors or such greater or lesser number of Directors as the Board of<br />
Directors may from time to time determine. In case of an equality of votes the chairman of the<br />
meeting will not be entitled to a second or casting vote. The powers of the Board of Directors may be<br />
exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing<br />
signed by all the Directors who would be entitled to vote on that resolution at a meeting of the Board<br />
of Directors. Resolutions in writing may be signed in counterparts.<br />
Homburg has no statutory restrictions on its investment activities. However, the Company has<br />
committed itself to invest solely in real estate and/or real estate companies. Any change in scope of<br />
the investment activities must be approved by the Board of Directors.<br />
The Board of Directors assumes responsibility for stewardship 1 of Homburg. The Board of<br />
Directors fulfils a proportion of the stewardship obligations directly and delegates the remainder to<br />
committees of the Board of Directors. Some of the matters which require prior approval of the Board<br />
of Directors in accordance with the ABCA and resolutions adopted by the Board of Directors are:<br />
• making any borrowing of money on the credit of the Company in excess of $20<br />
million;<br />
• providing guarantees on behalf of the Company to secure performance of an<br />
obligation of any person;<br />
• issuing shares from treasury;<br />
• purchasing, redeeming, or otherwise acquiring shares issued by the Company;<br />
• appointing additional Directors, or filling a vacancy in the Board of Directors;<br />
• filling a vacancy in the office of the auditors;<br />
• granting stock options to acquire shares;<br />
• declaring dividends or other distributions;<br />
• issuing, reissuing, selling or pledging debt obligations of the Company, including<br />
bonds and mortgage bonds;<br />
1 Stewardship is common language for duty of care and general corporate responsibility.
Board of Directors<br />
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• mortgaging, hypothecating, pledging or otherwise creating a security interest on all or<br />
any property of the Company, owned or subsequently acquired to secure an<br />
obligation of the Company; and<br />
• disposing of assets of the Company.<br />
Board of Directors’ mandate<br />
The Board of Directors has adopted a formal mandate setting out the Board of Directors’<br />
stewardship responsibilities including the Board of Directors’ responsibilities with respect to<br />
oversight of the operation of the Company’s business.<br />
The fundamental elements of the role of the Board of Directors are decision making and<br />
operations oversight. The decision making function is exercised with respect to the formulation, on<br />
recommendations by the management of the Company (“Management”), of fundamental policies and<br />
strategic goals. The oversight function concerns the review of Management decisions, the adequacy of<br />
controls, the implementation of policy and public and regulatory disclosure.<br />
The Board of Directors establishes formal levels of authority defining the limits of<br />
Management’s authority and delegating to Homburg Canada certain powers to manage the business of<br />
the Company. Any authority not specifically delegated to Management remains with the Board of<br />
Directors. Authorities that remain with the Board of Directors include strategic planning, internal<br />
controls, risk management, disclosure and communications and corporate governance.<br />
In carrying out its mandate, the Board of Directors meets regularly and a broad range of<br />
matters are discussed and reviewed for approval. These matters include overall plans and strategies,<br />
budgets, internal controls and management information systems and risk management as well as<br />
interim and annual financial and operating results. The Board of Directors is also responsible for the<br />
approval of all major transactions, including equity issuances and as well is responsible for dividend,<br />
debt and borrowing policies. The Board of Directors strives to ensure that actions taken by the<br />
Company correspond closely with the objectives of all Shareholders. The Board of Directors will<br />
meet at least once annually to review the Company’s strategic plan and the resources that are required<br />
to carry out the Company’s growth strategy and achieve its objectives. The mandate will be reviewed<br />
by the Board of Directors annually.<br />
The procedures prescribed by the ABCA require a Director or an Officer of the Company<br />
who (a) is a party to or (b) is a director or an officer of or has a material interest in any person who is<br />
a party to a material contract or a material transaction or proposed material contract or material<br />
proposed transaction with the Company, to disclose the nature and extent of the Director's or Officer's<br />
interest and to refrain from voting on any matter in respect of such contract unless otherwise<br />
permitted under the ABCA.<br />
Homburg is managed by Homburg Canada and thus has no employees. Subject to the Board<br />
of Directors' stewardship, Homburg Canada, through its senior management group, is responsible to<br />
lead and manage the Company within the parameters established by the Board of Directors and its<br />
relevant committees. Homburg Canada is expected to successfully implement capital and operating<br />
plans, report regularly to the Board of Directors on the progress and results compared with the<br />
operating and financial objectives, initiate courses of action for improvement, develop and maintain a<br />
sound effective organisation structure, and ensure progressive employee training and development<br />
programs. See also paragraph 13.7 “Related Party Transactions”.<br />
Dependent and independent members of the Board of Directors
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The Board of Directors is comprised of three independent members, namely Mr. Trevor A.<br />
Carmichael, Mr. Walter R. Fitzgerald and Mr. Edward P. Ovsenny. Mr. Richard Homburg directly<br />
and indirectly controls the majority of the voting share of the Company and is thus not considered<br />
independent. Further, Mr. Michael H. Arnold provides, through his private company, management<br />
services to one of the Company’s properties and thus is not considered independent. See also<br />
paragraph 13.7 “Related Party Transactions”.<br />
Committees of the Board of Directors<br />
Audit Committee<br />
The audit committee of the Company (the “Audit Committee”) is a sub-committee of the<br />
Board of Directors. The Audit Committee is composed of three Directors, two of whom are<br />
independent and all of whom are financially literate (as defined by Canadian securities laws and<br />
regulations):<br />
Edward P. Ovsenny – Chairman<br />
Michael H. Arnold, CA<br />
Walter R. Fitzgerald<br />
The Board of Directors acknowledges that Mr. Michael H. Arnold is not an independent<br />
director within the meaning of NI 58-101.<br />
The Audit Committee is ultimately responsible for the policies and practices relating to the<br />
integrity of the Company's financial and regulatory reporting as well as internal controls to achieve<br />
the objectives of safeguarding of the Company’s assets, reliability of information, and compliance<br />
with policies and laws. The Audit Committee is also responsible for identifying principal risks of the<br />
business and ensuring appropriate risk management techniques are in place.<br />
The Audit Committee charges the Board of Directors and the Officers with developing and<br />
implementing procedures to:<br />
• ensure internal controls are appropriately designed, implemented and monitored; and<br />
• ensure reporting and disclosure of required information is complete, accurate and<br />
timely.<br />
The Audit Committee reviews the Company's interim unaudited consolidated financial<br />
statements and annual audited consolidated financial statements and certain corporate disclosure<br />
documents, including the annual information form, Management's discussion and analysis of<br />
operations and financial condition and annual and interim earnings press releases before they are<br />
approved by the Board of Directors and makes recommendations to the Board of Directors in respect<br />
of the appointment and compensation of external auditors. Furthermore it monitors accounting,<br />
financial reporting, control and audit functions and regulatory reporting following the execution of the<br />
Audit Committee’s responsibilities as described in the mandate. The Audit Committee meets with and<br />
has direct independent access to the Company's auditors, Grant Thornton LLP. In addition, the Board<br />
of Directors has specifically authorized individual Directors to engage outside advisors at the<br />
Company’s expense subject to the approval of the Audit Committee.<br />
The Audit Committee also meets to discuss and review the audit plans of external auditors<br />
and is directly responsible for overseeing the work of external auditors with respect to preparing or<br />
issuing the auditor's report or the performance of other audit, review or attest services, including the<br />
resolution of any disagreement between the Company’s executive Officers and external auditors<br />
regarding financial reporting. The Audit Committee questions external auditors independently of the<br />
executive Officers and reviews a written statement of its independence based on the criteria found in<br />
the recommendations of the Canadian Institute of Chartered Accountants.
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Powers of the Audit Committee may be exercised at a meeting at which a quorum is present<br />
or by resolution in writing signed by all the members of the committee who would have been entitled<br />
to vote on that resolution at a meeting of the Audit Committee. At all meetings of the Audit<br />
Committee, every question will be decided by a majority of the votes cast on the question. In case of<br />
an equality of votes, the chairman of the meeting will be entitled to a second or casting vote.<br />
Resolutions of any committee in writing may be signed in counterparts.<br />
Unless otherwise determined by the Board of Directors, a quorum for meetings of the Audit<br />
Committee will be a majority of its members. The Audit Committee has the power to appoint its<br />
chairman. The rules for calling, holding, conducting and adjourning meetings of the Audit Committee<br />
are the same as those governing the Board of Directors. Each member of the Audit Committee will<br />
serve for so long as the Board of Directors pleases and, in any event, only so long as he is a Director.<br />
The Directors may fill vacancies in the Audit Committee by appointment from among their members.<br />
Provided that a quorum is maintained, the Audit Committee may continue to exercise its powers<br />
notwithstanding any vacancy among its members.<br />
The Audit Committee has recommended to the Board of Directors and the Board of Directors<br />
has approved a charter for the Audit Committee. The charter can be found in its entirety in the<br />
Company’s Annual Information Form dated February 10, available electronically on SEDAR at<br />
www.sedar.com and on the Company’s website on www.homburginvest.com.<br />
Executive Committee<br />
The executive committee of the Company (the “Executive Committee”), as a sub-committee<br />
of the Board of Directors, is authorized to oversee the activities of the Company between meetings of<br />
the Board of Directors. The Board of Directors has appointed an Executive Committee comprised of<br />
three members: Mr. Richard Homburg, Mr. Rudolf D. Bakhuizen and Dr. Trevor A. Carmichael.<br />
Given the size of the Board of Directors and the ease with which a quorum can be obtained, it has not<br />
been considered necessary to hold Executive Committee meetings. As a result, there has been no<br />
formal delineation of authority for the Executive Committee and a charter has not been developed.<br />
The Board of Directors could delegate to the Executive Committee any of its responsibilities<br />
other than those required by the ABCA to be retained by the Board of Directors. The duties which<br />
must be retained by the Board include: (a) submitting to the Shareholders any question or matter<br />
requiring the approval of the Shareholders, (b) filling a vacancy among the Directors or in the office<br />
of auditors, (c) appointing additional Directors between annual meetings of Shareholders, (d) issuing<br />
securities except in the manner and on the terms authorized by the Directors, (e) declaring dividends,<br />
(f) purchasing, redeeming or otherwise acquiring shares issued by the Company, except in the manner<br />
and on the terms authorized by the Directors, (g) paying certain commissions, (h) approving a<br />
Management proxy circular (i) approving the audited annual consolidated financial statements of the<br />
Company, and (j) adopting, amending or repealing the By-Laws.<br />
Other Information Relating to Directors and Officers<br />
In relation to each of the Directors and Officers, the Company is not aware of (i) any<br />
convictions or other legal sanctions in relation to fraudulent offences in the last five years, (ii) any<br />
bankruptcies, receiverships or liquidations of any entities in which members of the Board of Directors<br />
or Officers held any office, directorships or senior management positions in the last five years, or (iii)<br />
any official public incrimination and/or sanctions of such person by statutory or regulatory authorities<br />
(including designated professional bodies), or disqualification by a court from acting as a member of<br />
the administrative, management or supervisory bodies of a company or from acting in the<br />
management or conduct of the affairs of any company for at least the previous five years.<br />
The Company is not aware of any potential conflicts of interest between the private interests<br />
or other duties of the members of the Board of Directors or Officers and their duties and<br />
responsibilities to the Company, except as described in paragraph 13.7 “Related Party Transactions”.
Protection of Directors and Officers<br />
Limitation of liability<br />
- 73 -<br />
No Director or Officer of the Company will be liable for the acts, receipts, neglects or<br />
defaults of any other Director or Officer or employee, or for joining in any receipt or act for<br />
conformity, or for any loss, damage or expense incurred by the Company through the insufficiency or<br />
deficiency of title to any property acquired by the Company. This applies to property acquired for or<br />
on behalf of the Company and to the insufficiency or deficiency of any security in or upon which any<br />
of the money of or belonging to the Company is will be placed or invested. Aforementioned is<br />
applicable, unless it happens by or through a failure of the relevant Director or Officer to exercise the<br />
powers and to discharge the duties of his office honesty, in good faith and with a view to the best<br />
interests of the Company and to exercise the care, diligence and skill that a reasonable prudent person<br />
would exercise in comparable circumstances.<br />
Nor will any of the Directors and Officers be liable for any loss or damage arising from the<br />
bankruptcy, or insolvency of any person, firm or corporation (including any person, firm or<br />
corporation with whom or with which any money, securities or effects will be lodged or deposited), or<br />
for any loss, conversion, misapplication or misappropriation of or any damage resulting from any<br />
dealings with any money, securities or other assets of or belonging to the Company or for any other<br />
loss, damage or misfortune whatsoever which may happen in the execution of the duties of his<br />
respective office or in relation thereto. Aforementioned is applicable, unless it happens by or through<br />
a failure of the relevant Director or Officer to exercise the powers and to discharge the duties of his<br />
office honestly, in good faith and with a view to the best interests of the Company and to exercise the<br />
care, diligence and skill that a reasonably prudent person would exercise in comparable<br />
circumstances.<br />
Indemnity<br />
The Company will, to the maximum extent permitted under the ABCA, indemnify a Director<br />
or Officer, a former Director or Officer, and a person who acts or acted at the Company’s request as a<br />
Director or Officer of a body corporate of which the Company is or was a shareholder or creditor, and<br />
his heirs and legal representatives, against all costs, charges and expenses, including any amount paid<br />
to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or<br />
administrative action or proceeding to which he is made a party by reason of being or having been a<br />
Director or Officer of the Company or such body corporate, including (without limitation) any such<br />
action by or on behalf of the Company or such body corporate to procure a judgment in its favour, and<br />
the Company will use its reasonable best efforts to obtain any approval or approvals necessary for<br />
such indemnification.<br />
Corporate Governance<br />
The Board of Directors is committed to a high standard of corporate governance practices.<br />
The Board of Directors believes that this commitment is not only in the best interests of the<br />
Shareholders but that it also promotes effective decision making at the Board of Directors level. The<br />
Board of Directors is of the view that its approach to corporate governance is appropriate given the<br />
size and the nature of the Company.<br />
Compliance with corporate governance guidelines<br />
While there is no mandated corporate governance code in Canada, provincial securities<br />
commissions have adopted National Policy 58-201 – Corporate Governance Guidelines ("NP 58-<br />
201") which sets out guidelines or best governance practices and Multilateral Instrument 52-110 -<br />
Audit Committees ("MI 52-110") which mandates the composition and the responsibilities of Audit
Committees.<br />
Corporate governance guidelines<br />
- 74 -<br />
The guidelines set out in NP 58-201 are prescriptive and companies are encouraged to<br />
consider these guidelines in formulating practices which are best suited to them. The Company has<br />
generally adopted the guidelines set forth in NP 58-201, with the following material exceptions:<br />
• NP 58-201 recommends that the majority of the Board of Directors be independent as defined<br />
in NI 58-101- Disclosure of Corporate Governance Practices (“NI 58-101”). Of the current<br />
Board of Directors, 50% are independent: Dr. Carmichael, Mr. Fitzgerald and Mr. Ovsenny.<br />
Mr. Richard Homburg directly and indirectly controls the majority of the voting stock and is<br />
thus not independent. Mr. Rudolf Bakhuizen, together with Mr. Richard Homburg, indirectly<br />
controls approximately 14% of the outstanding voting stock and thus is not independent as<br />
defined in NI 58-101. Mr. Michael Arnold provides, through his private company,<br />
management services to one of the Company's properties and thus would not be considered<br />
independent as defined in NI 58-101. The property and the fees paid in conjunction with the<br />
property are not material to the Company.<br />
• NP 58-201 recommends that the Chairman of the Board of Directors be an independent<br />
Director or if the Chairman is not an independent Director, that a "lead Director" who is<br />
independent be appointed. Mr. Richard Homburg is not an independent Director for the<br />
reasons set out above and the Board of Directors has ascertained that a lead Director is not<br />
necessary given the size of the Board of Directors and the approach the Board of Directors<br />
takes to provide leadership for its independent Directors. Directors are selected not only for<br />
their proven business skills but also for their ability to participate fully and freely in<br />
discussions in the decision making process. All members of the Board of Directors are given<br />
the time necessary to ask questions and to express their independent views. Independent<br />
Directors may request to meet separately from the rest of the Board of Directors, if and when<br />
they believe it is appropriate, and the Board of Directors routinely establish independent<br />
committees to deal with matters which involve approval of a matter where one or more<br />
Directors has a significant conflict of interest or where required by securities legislation rules<br />
and regulations.<br />
Audit committee mandate<br />
The Company complies with all of the mandated rules for Audit Committees set out in MI 52-<br />
110 with the exception of the independence of one member of the Audit Committee. MI 52-110<br />
requires each member of the Audit Committee be independent. MI 52-110 defines independence to<br />
mean the absence of any direct or indirect material relationship between the director and the issuer<br />
and deems that the consultancy relationship between Mr. Michael Arnold and the related entity to the<br />
Company would reasonably interfere with the exercise of the person's independent judgement. While<br />
the Board of Directors acknowledges that Mr. Michael Arnold is not independent, it concludes that<br />
Mr. Michael Arnold's financial and real estate knowledge and experience are important to the work of<br />
the Audit Committee and that he will carry out his duties independently. The Board of Directors is<br />
expected to consider adding an independent Director to the Board and to the Audit Committee. It is<br />
expected that this Director would replace Mr. Michael Arnold on the Audit Committee.<br />
Conflict of Interests<br />
The ABCA provides that every director and officer of a corporation, when exercising the<br />
powers and discharging the duties of a director or an officer, must act honestly and in good faith with<br />
a view to the best interests of the corporation, and must exercise the care, diligence and skill that a<br />
reasonably prudent individual would exercise in comparable circumstances, and act in accordance<br />
with the ABCA, the regulations adopted under the ABCA and the articles and by-laws. In accordance
- 75 -<br />
with the ABCA, directors or officers who are parties to a material contract or transaction or a<br />
proposed material contract or transaction or who have a material interest in any person who is a party<br />
to a material contract or transaction or a proposed material contract or transaction with the corporation<br />
are required to disclose that interest and, subject to certain exceptions, abstain from voting on any<br />
resolution to approve the contract or transaction. For this reason, Richard Homburg and other<br />
Directors have and will continue to abstain from voting on all matters involving related party<br />
contracts where potential conflicts of interest may arise. Under the ABCA, if the director or officer<br />
does not make such disclosure, or approval is not obtained, the director or officer could be liable to<br />
account for any profit that accrues to the director or officer under or as a result of such contract or<br />
transaction. The ABCA provides that a material contract or material transaction made with a director<br />
or in which the director has a material interest is neither void or voidable by reason only that such<br />
director is present at or counted to determine the presence quorum provided that the director properly<br />
disclosed his or her conflict of interest, the transaction was approved by the directors or shareholders<br />
and was reasonable and fair to the Corporation at the time it was approved.<br />
Meetings and Voting Rights<br />
Annual meetings of Shareholders are generally called by the Board of Directors within 15<br />
months of the previous annual meeting. Special meetings of Shareholders are called when the<br />
Company wishes to make any proposals to its Shareholders other than the election of Directors or the<br />
appointment of the auditors of the Company. Both annual meetings of Shareholders and special<br />
meetings are called by sending a notice of the meeting and record date to all Shareholders entitled to<br />
vote at the meeting, the Directors and auditors of the Company no later than 21 days and no more than<br />
50 days prior to the meeting. The notice must also be filed with the applicable Canadian securities<br />
regulatory authorities and the TSX. Pursuant to the Articles and By-Laws, meetings of Shareholders<br />
may be held in Calgary, Alberta, Halifax, Nova Scotia, Toronto, Ontario, Vancouver, British<br />
Colombia or at such other city located in Canada, as agreed upon by the Directors. The ABCA also<br />
requires notice of the meeting to be published in a general circulation paper where the Company has<br />
its registered office (Calgary), and where the Company has a transfer agent (Calgary, Toronto and<br />
Halifax), seven days before the record date.<br />
Pursuant to the Financial Supervision Act, the Company will also announce its annual meeting of<br />
Shareholders in a Dutch newspaper (Het Financieele Dagblad) and in the Daily Official (Officiële<br />
Prijscourant) at least 14 days before the date of the meeting.<br />
Subject to any limitations or requirements set out in the regulations to the ABCA, any<br />
Shareholder or any other person entitled to attend a meeting of Shareholders may participate in the<br />
meeting by electronic means, telephone or other communication facilities that permit all persons<br />
participating in the meeting to hear or otherwise communicate with each other if the chairman of the<br />
meeting or all the Shareholders present and entitled to vote at the meeting consent.<br />
The only persons entitled to be present at an annual meeting of Shareholders or special<br />
meeting of Shareholders are:<br />
• those entitled to vote at such meeting;<br />
• the Directors and auditors of the Company;<br />
• others who, although not entitled to vote, are entitled or required under any provision<br />
of the ABCA, the Articles or the By-Laws to be present at the meeting;<br />
• legal counsel to the Company when invited by the Company to attend the meeting;<br />
and<br />
• any other person on the invitation of the chairman or with the consent of the annual
meeting of Shareholders.<br />
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The chairman of a meeting of Shareholders, who need not be a Shareholder of the Company,<br />
will be the first mentioned of the following Officers as has been appointed and is present and willing<br />
to act in this capacity at the meeting of Shareholders: Chairman of the Board, President or Vice<br />
President (in order of seniority). If no such Officer is present or willing to act as chairman within 15<br />
minutes from the time fixed for holding the meeting, the persons present and entitled to vote will<br />
choose one person among them to act as chairman. The secretary of any meeting of Shareholders will<br />
be the Secretary of the Company, provided that, if the Company does not have a secretary or if the<br />
Secretary of the Company is absent, the chairman of the meeting of Shareholders will appoint another<br />
person, who need not be a Shareholder, to act as Secretary of the meeting.<br />
A quorum for the transaction of business at any meeting of Shareholders will be at least two<br />
persons present in person, each being a Shareholder entitled to vote at the meeting or a duly appointed<br />
proxy or representative for an absent Shareholder so entitled, and representing in the aggregate not<br />
less than 5% of the outstanding shares of the Company carrying voting rights at the meeting, provided<br />
that, if there should be only one Shareholder of the Company entitled to vote at any meeting of<br />
Shareholders, the quorum for the transaction of business at a meeting of Shareholders consists of the<br />
one Shareholder.<br />
The Shareholders will act by ordinary resolution unless otherwise required by the ABCA,<br />
Articles, By-Laws, any unanimous shareholders’ agreement or the TSX. In case of an equality of<br />
votes either upon a show of hands or upon a poll, the chairman of the meeting will not be entitled to a<br />
second or casting vote.<br />
Registered holders of Class A Shares as of the relevant record date are entitled to one vote for<br />
each Class A Share held and registered holders of Class B Shares as of the relevant record date are<br />
entitled to 25 votes for each Class B Share held. Holders of Class A Preferred Shares and Class B<br />
Preferred Shares, if and when issued, are not entitled to vote except under limited circumstances.<br />
Voting will take place by show of hands or by ballots in accordance with the requirements of the<br />
ABCA.<br />
Due to the fact that the Class B Shares carry multiple voting rights while having the same<br />
financial rights as the Class A Shares, the Class B Shares may prevent an offer by a third party for the<br />
outstanding shares party from being successful or from being made without the approval of the<br />
holders of the Class B Shares. The majority of the Class B Shares are directly or indirectly held by the<br />
Chairman and Chief Executive Officer of the Company, Mr. Richard Homburg.<br />
The major Shareholders do not have different voting rights from all other Shareholders<br />
holding the same classes of shares.<br />
Amendment of the Articles<br />
The Articles may be amended by special resolution of the Shareholders passed by a majority<br />
of not less than two-thirds of the votes cast by the Shareholders who voted in respect of the resolution<br />
at a special meeting of Shareholders. Certain types of amendments may require the separate approval<br />
of each class of Shareholders. Some of the amendments would also provide a dissenting Shareholder<br />
with the right to be paid the fair value of such dissenting Shareholder’s shares in accordance with<br />
section 191 of the ABCA.<br />
The holders of each class or series (if the series is affected by an amendment in a manner<br />
different from other shares of the same class) of shares, including the Class A Shares, Class B Shares,<br />
Class A Preferred Shares and Class B Preferred Shares, are entitled to vote separately as a class or<br />
series (if applicable), whether or not shares of a class or series otherwise carry the right to vote, on a<br />
proposal to amend the Articles to:
- 77 -<br />
• increase or decrease the maximum number of authorized shares of that class;<br />
• increase the maximum number of authorized shares of a class having rights or<br />
privileges equal or superior to the rights or privileges attached to the shares of that<br />
class;<br />
• effect an exchange, reclassification or cancellation of all or part of the shares of that<br />
class;<br />
• add, change or remove the rights, privileges, restrictions or conditions attached to the<br />
shares of that class and, without limiting the generality of the foregoing, (i) remove or<br />
change prejudicially rights to accrued dividends or rights to cumulative dividends, (ii)<br />
add, remove or change prejudicially redemption rights, (iii) reduce or remove a<br />
dividend preference or a liquidation preference, or (iv) add, remove or change<br />
prejudicially conversion privileges, options, voting, transfer or pre-emptive rights,<br />
rights to acquire securities of a corporation or sinking fund provisions;<br />
• increase the rights or privileges of any class of shares having rights or privileges<br />
equal or superior to the rights or privileges attached to the shares of that class;<br />
• create a new class of shares having rights or privileges equal or superior to the rights<br />
or privileges attached to the shares of that class;<br />
• make the rights or privileges of any class of shares having rights or privileges inferior<br />
to the rights or privileges of the shares of that class equal or superior to the rights or<br />
privileges of the shares of that class;<br />
• effect an exchange or create a right of exchange of all or part of the shares of another<br />
class into the shares of that class, or<br />
• constrain the issue or transfer of the shares of that class or extend or remove that<br />
constraint.<br />
The Board of Directors, if authorized in the special resolution effecting an amendment to the<br />
Articles, may revoke the resolution before it is acted on without further approval of the Shareholders.<br />
Notice of a meeting at which a proposal to amend the Articles is to be considered will set out<br />
the proposed amendment, the text of the special resolution to be considered and, if applicable, will<br />
state that a dissenting Shareholder is entitled to be paid the fair value of the Shareholder’s shares in<br />
accordance with section 191 of the ABCA, but failure to make that statement does not invalidate an<br />
amendment.<br />
A proposed amendment to the Articles is adopted when the Shareholders entitled to vote<br />
(either together or separately as class or series) as required under the ABCA, have approved the<br />
amendment by a special resolution passed by a majority of not less than two-thirds of the votes cast<br />
by the Shareholders of each class or series (as applicable) who voted in respect of the resolution.<br />
Subject to any revocation, after an amendment has been adopted, articles of amendment in the<br />
prescribed form will be sent to the Registrar of Corporations in the Province of Alberta (the<br />
"Registrar"). If an amendment is to change the name of the Company, documents relating to corporate<br />
names that are prescribed by the regulations will, unless otherwise provided by the Registrar, be sent<br />
to the Registrar. On receipt of articles of amendment, the Registrar will issue a certificate of<br />
amendment. An amendment becomes effective on the date shown in the certificate of amendment and<br />
the Articles are amended accordingly.<br />
No amendment to the Articles affects an existing cause of action or claim or liability to
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prosecution in favour of or against the Company or any of the Directors or Officers, or any civil,<br />
criminal or administrative action or proceeding to which the Company or any of its Directors or<br />
Officers is a party.<br />
Pursuant to the Financial Supervision Act, the Company will announce any proposed<br />
amendment (and the execution of the proposed amendment) to the Articles on its website and in a<br />
Dutch national newspaper (Het Financieele Dagblad). Any proposal to amend the Articles will be<br />
announced and explained on the Company’s website. If such amendment would adversely affect the<br />
rights or securities of the Shareholders, such amendment will not come into force earlier than three<br />
months after said announcement.<br />
Dissolution and Liquidation<br />
The Directors, or a Shareholder who is entitled to vote at an annual meeting of Shareholders,<br />
may propose the voluntary liquidation and dissolution of the Company under the ABCA. Notice of<br />
any meeting of Shareholders at which voluntary liquidation and dissolution is to be proposed will set<br />
out the terms of the liquidation and dissolution.<br />
The Company may liquidate and dissolve by special resolution of the holders of each class of<br />
shares requiring an affirmative vote by a majority of not less than of two-thirds of the votes cast by<br />
the holders of the shares of each such class (whether or not they are otherwise entitled to vote).<br />
To effect the dissolution and liquidation of the Company, a statement of intent to dissolve in<br />
prescribed form must be sent to the Registrar. On receipt of a statement of intent to dissolve, the<br />
Registrar will issue a certificate of intent to dissolve and the Company will cease to carry on business<br />
except to the extent necessary for the liquidation, but its corporate existence continues until the<br />
Registrar issues a certificate of dissolution.<br />
Following the issue of a certificate of intent to dissolve, the Company will (a) immediately<br />
cause notice of the issue of the certificate to be sent or delivered to each known creditor of the<br />
Company, (b) forthwith publish notice of the issue of the certificate (i) in the Registrar’s periodical or<br />
The Alberta Gazette and (ii) in a newspaper published or distributed in the place where the Company<br />
has its registered office (Calgary, Canada), and take reasonable steps to give notice of the issue of the<br />
certificate in every jurisdiction where it was carrying on business at the time it sent the statement of<br />
intent to dissolve to the Registrar, (c) proceed to collect its property, dispose of properties that are not<br />
to be distributed in kind to its Shareholders, discharge all its obligations and do all other acts required<br />
to liquidate its business, and after giving the notice required and adequately providing for the payment<br />
or discharge of all its obligations, distribute its remaining property, either in money or in kind, among<br />
the Shareholders according to their respective rights. The Registrar or any interested person may, at<br />
any time during the liquidation of the Company, apply to the competent court for an order that the<br />
liquidation be continued under the supervision of the relevant court and on the application the court<br />
may so order and make any further order it thinks fit. Any applicant will give the Registrar notice of<br />
the application, and the Registrar is entitled to appear and be heard in person or by counsel.<br />
At any time after the issue of a certificate of intent to dissolve and before the issue of a<br />
certificate of dissolution, a certificate of intent to dissolve may be revoked: (a) by sending to the<br />
Registrar a statement of revocation of intent to dissolve in the prescribed form and approved in the<br />
same manner as the resolution, and (b) by publishing the statement in the Registrar’s periodical or The<br />
Alberta Gazette. On receipt of a statement of revocation of intent to dissolve, the Registrar will issue a<br />
certificate of revocation of intent to dissolve in accordance with the provisions of the ABCA. On the<br />
date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the<br />
corporation may continue to carry on its business or businesses.<br />
If a certificate of intent to dissolve has not been revoked and the Company has complied with<br />
the requirements of the ABCA, including discharging its liabilities and obligations and distributing its<br />
assets, the Company will prepare articles of dissolution in the prescribed form and send them to the
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Registrar. The Company ceases to exist on the date shown a certificate of dissolution issued by the<br />
Registrar.<br />
Registrar and Stock transfer agent<br />
Each Director and each Officer has significant experience in a broad range of real estate<br />
investments and developments.<br />
13.2 Board of Directors<br />
In accordance with the Company’s Articles, the Board of Directors of the Company shall<br />
consist of a minimum of three and a maximum of 15 directors. There are currently six Directors<br />
serving on the Board of the Company, three of whom are independent. In light of the current<br />
Canadian corporate governance environment and to reflect the substantial growth in its real estate<br />
assets in recent years, the Company is committed to having a Board of Directors where a majority of<br />
the directors are independent. The Company is in the process of identifying an additional independent<br />
director. Such independent director will have significant public market experience and, ideally, a<br />
combination of real estate expertise and financial acumen. Once identified, this additional<br />
independent director will be appointed to the Board as soon as practicable and in no event later than<br />
August 3, 2007.<br />
In relation to each of the Directors and Officers, we are not aware of (i) any convictions or<br />
other legal sanctions in relation to fraudulent offences in the last five years, (ii) any bankruptcies,<br />
receiverships or liquidations of any entities in which members of our Board of Directors or Officers<br />
held any office, directorships or senior management positions in the last five years, or (iii) any official<br />
public incrimination and/or sanctions of such person by statutory or regulatory authorities (including<br />
designated professional bodies), or disqualification by a court from acting as a member of the<br />
administrative, management or supervisory bodies of a company or from acting in the management or<br />
conduct of the affairs of any company for at least the previous five years.<br />
We are not aware of any potential conflicts of interest between the private interests or other<br />
duties of the members of the Board of Directors or Officers and their duties and responsibilities to us,<br />
except<br />
as described in paragraph 13.7 ‘‘Related Party Transactions’’.<br />
All of the Directors principal business address is at the Company´s head and principal offices,<br />
at Suite 600, 1741 Brunswick Street, Halifax, Nova Scotia B3J 3X8, Canada.<br />
The following table sets forth the name and municipality of residence of each Director, as<br />
well as their current positions with the Company, the date they were first elected to the Board of<br />
Directors, their principal occupation and their respective ownership of shares of the Company.<br />
Name and Municipality<br />
of Residence<br />
Richard Homburg (1)<br />
Amsterdam,<br />
the Netherlands<br />
Michael H. Arnold, CA<br />
(2)<br />
Charlottetown, Prince<br />
Current Position with the<br />
Company,<br />
Date Elected<br />
Chairman and Chief<br />
Executive Officer<br />
October 23, 2000<br />
Director<br />
April 26, 2002<br />
Vice Chairman<br />
October 28, 2005<br />
Principal Occupation &<br />
Position held during the last<br />
5 years<br />
Chairman and Chief<br />
Executive Officer of the<br />
Company and Chairman of<br />
the Board of Directors of<br />
Homburg Uni-Corp<br />
Incorporated, a private<br />
holding company<br />
President of Dyne Holdings<br />
Limited, a real estate<br />
management company<br />
Class A Shares held as<br />
at June 4, 2007<br />
40,291,909 (3)(5)(6)<br />
111,716 38,143<br />
Class B Shares<br />
held as at June 4,<br />
2007<br />
24,378,900 (3)(7)
Name and Municipality<br />
of Residence<br />
Edward Island<br />
Rudolf D. Bakhuizen (1)<br />
Baarn, the Netherlands<br />
Dr. Trevor A.<br />
Carmichael (1)(4)<br />
Bridgetown, Barbados<br />
Walter R. Fitzgerald<br />
(2)(4)<br />
Halifax, Nova Scotia<br />
Edward P. Ovsenny (2)(4)<br />
Toronto, Ontario<br />
Notes:<br />
Current Position with the<br />
Company,<br />
Date Elected<br />
Director<br />
October 23, 2000<br />
Director<br />
June 18, 2004<br />
Director<br />
June 18, 2004<br />
Director<br />
April 26, 2002<br />
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Principal Occupation &<br />
Position held during the last<br />
5 years<br />
Chief Executive Officer,<br />
Huis en Haard Beheer B.V.,<br />
a private holding company<br />
in Amsterdam<br />
Principal, Chancery<br />
Chambers, Barristers &<br />
Solicitors, Barbados<br />
Retired Mayor, Regional<br />
Municipality of Halifax<br />
(1996 -2000)<br />
Previously Member of<br />
Legislative Assembly and<br />
Cabinet Minister, Province<br />
of Nova Scotia<br />
Principal, Ovsenny Advisors<br />
International real estate<br />
consultants and prior<br />
thereto, Vice President,<br />
Mortgage Investment of<br />
Canada Life Insurance<br />
Company<br />
Class A Shares held as<br />
at June 4, 2007<br />
177,824 (3)(8)<br />
NIL NIL<br />
NIL NIL<br />
Class B Shares<br />
held as at June 4,<br />
2007<br />
25,000 (3)(8)<br />
81,408 25,703<br />
(1) Member of the Executive Committee (Richard Homburg, Chairman).<br />
(2) Member of the Audit Committee (Edward P. Ovsenny, Chairman).<br />
(3) Direct and indirect holdings.<br />
(4) Independent Directors within the meaning of applicable Canadian securities laws.<br />
(5) Including 32,403,911 Class A Shares held by Homburg North America Limited. Richard Homburg owns approximately 87% of<br />
the common shares of Homburg North America Limited, while Rudolf D. Bakhuisen owns the remaining 13%.<br />
(6) In addition to the Class A Shares listed in this table as held by Richard Homburg, Stollburgh B.V., a company jointly owned and<br />
controlled (50/50) by Mr. Homburg and J. Richard Stolle, owns 310,000 Class A Shares. In addition, Stollburgh B.V. owns 50%<br />
of S.U.V. B.V., which in turn owns 690,000 Class A Shares.<br />
(7) Including 23,,434,850 Class B Shares held by Homburg North America Limited. Richard Homburg owns approximately 87% of<br />
the common shares of Homburg North America Limited, while Rudolf D. Bakhuisen owns the remaining 13%.<br />
(8) In addition to the Class A Shares listed in this table as hold by Rudolf D. Bakhuizen, Mr. Bakhuizen owns 13% of the common<br />
shares of Homburg North America Limited, which holds 32,403,911 Class A Shares and 23,434,850 Class B Shares.<br />
The following are brief biographies for each of the Directors:<br />
Richard Homburg<br />
Born and educated in the Netherlands, Mr. Homburg came to Canada at the age of 23 and<br />
started to expand the import/export business he had started as a teenager. Profits from his business<br />
were invested in real estate. These investments in real estate expanded from Atlantic Canada to<br />
Alberta, British Columbia and into the United States. In 1991, Mr. Homburg became Chief Executive<br />
Officer of Uni-Invest , a publicly listed Dutch real estate fund. In 2002, Uni-Invest, one of the largest<br />
real estate funds in the Netherlands, was acquired by a consortium that included Lehman Brothers<br />
Real Estate Partners.<br />
In addition to his varied business interests, Mr. Homburg has served on many boards of<br />
directors, including those of Investment Property Owners of Nova Scotia (of which he is also a former<br />
president), Evangeline Trust and the World Trade Center in Eindhoven, the Netherlands, as well as on<br />
the board of directors and advisory boards of other large charitable organizations.
Michael H. Arnold<br />
- 81 -<br />
Michael H. Arnold is the Vice Chairman of the Board of Directors. He was born in<br />
Summerside, Prince Edward Island, Canada. He obtained his Chartered Accountancy designation in<br />
Québec in 1966 through McGill University and the Québec Institute of Chartered Accountants, while<br />
working for accounting firm MacDonald, Currie & Co. Furthermore, he worked as sessional lecturer<br />
at Prince of Wales College from 1967 to 1969 and assistant professor of Business Administration at<br />
the University of Prince Edward Island from 1969 to 1973.<br />
He has been involved in a number of business activities over the years, including the<br />
acquisition and management of Holman’s, a department store chain based in Prince Edward Island<br />
with stores in Halifax, Nova Scotia as well. Through his company Dyne Holdings Limited, he<br />
developed Confederation Court Mall, National Bank Tower and BDC Place in Charlottetown, Prince<br />
Edward Island. After successfully owning and operating these properties for many years, he sold them<br />
to Homburg in 1999.<br />
Mr. Arnold is currently President of Dyne Holdings Limited, a member of the boards of<br />
directors of SpellRead PAT Learning Systems and Diagnostic Chemicals Limited and a member of<br />
the institute for Chartered Accountants.<br />
Rudolf D. Bakhuizen<br />
Rudolf D. Bakhuizen is a member of the supervisory board of Homburg N.V. He was born in<br />
Hilversum, the Netherlands. He is an educated and experienced building constructor. In the early<br />
seventies, his focus shifted from construction to real estate.<br />
Mr. Bakhuizen is a seasoned real estate expert, with a vast experience in real estate<br />
management, operation and acquisition. He has led many real estate companies as Chief Executive<br />
Officer, such as Hooge Readt Groep B.V.<br />
He is currently Chief Executive Officer of Huis en Haard Beheer B.V., a real estate<br />
investment company. He is also a director of the Dutch charitable organizations General Association<br />
of Third World Aid Shops (Algemene Vereniging van Wereldwinkels) and the Femi Foundation (as<br />
Chairman).<br />
Trevor A. Carmichael<br />
Trevor A. Carmichael was born in Barbados and educated at Harrison College and the<br />
University of the West Indies, Mona, Jamaica. After pursuing post graduate studies in the United<br />
States, he was called to the United Kingdom Bar. He is a former Deputy Secretary General of the<br />
International Bar Association, a Life Fellow of the Institute for Advanced Legal Studies in the United<br />
Kingdom, a Life Member of the Commonwealth Magistrates and Judges Association and a member of<br />
the International Law Association.<br />
Dr. Carmichael is a panel member of the International Centre for Settlement of Investment<br />
Disputes of the World Bank in Washington. He is also a member of the Legal Affairs and Properties<br />
Committee of the International Council of Museums in Paris, France. Dr. Carmichael has been the<br />
keynote speaker at the Canadian Condominium Institute’s Annual Meetings in Toronto, Canada. He is<br />
a recipient in the National Honours List of the Silver Crown of the Merit for his contribution to law,<br />
financial services and the preservation of the national heritages.<br />
Dr. Carmichael is a Principal of Chancery Chambers, a Barbados-based law firm engaged<br />
primarily in international business law, environmental law and the law relating to charities.
Walter R. Fitzgerald<br />
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Walter R. Fitzgerald was born in Halifax. He attended Dalhousie University where he<br />
obtained a Bachelor’s Degree (1958), a Bachelor in Education Degree (1959) and a Master’s Degree<br />
(1960).<br />
Mr. Fitzgerald began his career as a teacher and administrator. He was elected alderman for<br />
the city of Halifax in 1966. In 1971, he was elected mayor of Halifax. In total, Mr. Fitzgerald has been<br />
alderman for 10 years and mayor for 14 years spread over several terms. In between the<br />
aforementioned terms, he was a member of the Legislative Assembly in the province of Nova Scotia<br />
for six years and was made a member of the Cabinet as Minister of Labour and Minister responsible<br />
for Housing.<br />
Furthermore, Mr. Fitzgerald remains involved in many boards and commissions. Amongst<br />
others, he was Chairman of the Halifax County Residential Tenancies Board and President of the<br />
Halifax Homeowners Association.<br />
Edward P. Ovsenny<br />
Edward P. Ovsenny is a Commerce and Finance graduate from the University of Toronto. As<br />
a retiring Vice President of Mortgage Real Estate Investments for the Canada Life Assurance<br />
Company, he has 24 years of experience in commercial real estate financing and portfolio<br />
management of Canada Life’s Canadian and U.S. mortgages.<br />
Mr. Ovsenny has served on numerous Canada Life and investment industry committees and<br />
advisory groups. Other distinctions include his standing as a Fellow of the Life Management Institute<br />
and successful completion of the Executive MBA programme at Queen’s University.<br />
Mr. Ovsenny is Principal of Ovsenny Advisors Real Estate Consultants. In addition, he is a<br />
member of the board of directors of the Canada Life Insurance Company and serves on its Audit and<br />
the Conduct Review Committee of the Canada Life Insurance Company.<br />
13.3 Senior Officers<br />
The following table sets forth the name of each Officer, as well as their current positions with<br />
the Company, the date they were first appointed as Officers and their respective ownership of shares<br />
of the Company.<br />
Name and Municipality<br />
of Residence<br />
Richard Homburg<br />
Amsterdam, the Netherlands<br />
J. Richard Stolle<br />
Amsterdam, the Netherlands<br />
Ashley Phillips<br />
Calgary, Alberta<br />
Position & Position held<br />
during the last 5 years<br />
Chairman and Chief<br />
Executive Officer and<br />
Chairman of the Board of<br />
Directors of Homburg Uni-<br />
Corp Incorporated, a private<br />
holding company.<br />
President and Chief<br />
Operating Officer.<br />
2002-2005 Chief Operating<br />
Officer of Uni-Invest N.V.<br />
Since 2005 Chief Operating<br />
Officer of Stollburgh B.V.<br />
President, Canadian<br />
Operations.<br />
Executive Vice President<br />
Officer Since<br />
Class A Shares<br />
held as at<br />
June 4, 2007<br />
October 2000 40,291,909 (1)(2)<br />
February 2006 202,866 (2)<br />
Class B Shares<br />
held as at<br />
June 4, 2007<br />
24,378,900 (1)<br />
NIL<br />
October 2006 87,286 38,780
James F. Miles, CA<br />
Dartmouth, Nova Scotia<br />
J. Jeffery Coates<br />
Bedford Nova Scotia<br />
Notes:<br />
(and prior to that Vice<br />
President) Operations,<br />
Homburg Canada<br />
Incorporated.<br />
Vice President Finance and<br />
Chief Financial Officer.<br />
Chief Financial Officer (and<br />
prior to that Vice President<br />
Finance and<br />
Administration), Homburg<br />
Canada Incorporated.<br />
Assistant Secretary,<br />
Homburg LP Management<br />
Incorporated.<br />
Secretary. Vice President,<br />
Homburg Canada<br />
Incorporated.<br />
- 83 -<br />
January 2004 90,262 40,279<br />
January 2004 76,299 31,298<br />
(1) Direct and indirect holdings.<br />
(2) In addition to the Class A Shares listed in this table as held by Richard Homburg and J. Richard Stolle, Stollburgh<br />
B.V., a company jointly owned and controlled (50/50) by Messrs. Homburg and Stolle, owns 310,000 Class A<br />
Shares. In addition, Stollburgh B.V. owns 50% of S.U.V. B.V., which in turn owns 690,000 Class A Shares.<br />
All of the Officers principal business address is at the Company´s head and principal offices,<br />
at Suite 600, 1741 Brunswick Street, Halifax, Nova Scotia B3J 3X8, Canada.<br />
The following are brief biographies for each of the senior Officers:<br />
Richard Homburg<br />
See paragraph 13.2 “Board of Directors – Richard Homburg”.<br />
J. Richard Stolle<br />
J. Richard Stolle is the President and Chief Operating Officer of the Company. He is<br />
responsible for all of the operational aspects of the Company.<br />
Mr. Stolle has a Masters Degree in Economics (Drs.) from Erasmus University in Rotterdam<br />
and worked for ABN AMRO Bank before joining Uni-Invest N.V. From 1993 to 2002, Mr. Stolle was<br />
Chief Financial Officer of Uni-Invest N.V. and from 2002 to 2005 was Chief Executive Officer of<br />
Uni-Invest N.V., at that time a publicly listed Dutch real estate fund. In 2002, Uni-Invest N.V. was<br />
acquired by a consortium that included Lehman Brothers Real Estate Partners. At the time of the<br />
acquisition by the consortium, Uni-Invest N.V. was one of the largest real estate funds in the<br />
Netherlands.<br />
Mr. Stolle is also the Chief Executive Officer of Stollburgh Capital B.V., a private real estate<br />
investment and advisory firm and a member of the supervisory board of ActiveInvestor Management<br />
B.V., a management company of private investment funds.<br />
Ashley Phillips<br />
Ashley Phillips is the President, Canadian Operations for Homburg and is directly responsible<br />
for the operational aspects of the Canadian real estate portfolio. In addition, he is Executive Vice<br />
President of Homburg Canada.<br />
Mr. Phillips graduated from Acadia University with a Bachelors Degree in Economics. He
- 84 -<br />
also graduated from the Building Owners and Managers Institute (BOMA) with the designation of<br />
Real Property Administrator (RPA).<br />
Mr. Phillips joined Homburg in 1992 and has covered various aspects of the Company’s real<br />
estate portfolio. He has worked in the Halifax, Moncton, Calgary, and Vancouver markets during his<br />
career with Homburg and is currently working out of the Company’s Calgary office.<br />
James F. Miles<br />
James F. Miles is Vice President Finance and Chief Financial Officer of Homburg. He is<br />
responsible for all financial aspects of the Company. In addition, he is Chief Financial Officer and a<br />
director of Homburg Canada.<br />
Mr. Miles holds a Bachelor’s Degree in Commerce from Dalhousie University and is<br />
qualified as a Chartered Accountant (New Brunswick) in 1988. He was employed at Grant Thornton<br />
LLP for 10 years, where he provided audit and accounting services to clients ranging from<br />
owner/manager businesses to public companies.<br />
Mr. Miles is a member of the Institute of Chartered Accountants of Nova Scotia, the Canadian<br />
Institute of Chartered Accountants and the Financial Executives Institute.<br />
J. Jeffery Coates<br />
J. Jeffery Coates is the Investor Relations Officer and Secretary of Homburg and is also the<br />
Vice President of Homburg Canada. He is responsible for all facets of investor relations and<br />
communication with the TSX and Eurolist.<br />
Mr. Coates started his career at Central Guarantee Trust Company (which has become a<br />
Canadian chartered bank), where he became a vice president with responsibility for a portfolio of<br />
$640 million. He then moved to Adelaide Capital Corp. to become a vice president with responsibility<br />
for the management and disposition of various financial assets, including mortgages and equipment<br />
loans and real estate.<br />
13.4 Committees of the Board of Directors<br />
Audit Committee<br />
The Board of Directors has established the Audit Committee to oversee the retention,<br />
performance and compensation of the Company’s independent auditors, and to oversee and establish<br />
procedures concerning systems of internal accounting and control. The Audit Committee is currently<br />
composed of three Directors, two of whom are independent and all of whom are financially literate (as<br />
defined by Canadian securities laws and regulations): Messrs. Ovsenny (Chair), Arnold and<br />
Fitzgerald. The Board of Directors intends to have the Audit Committee entirely composed of<br />
independent directors as soon as practicable.<br />
Corporate Governance Committee<br />
The Board of Directors intends to create a corporate governance committee in the near future.<br />
This committee will be responsible for developing and monitoring the Company’s overall approach to<br />
corporate governance, including establishing a code of conduct and ethics for the Company,<br />
overseeing the Company’s policy on insider trading, ensuring compliance with National Instrument<br />
58-101 — Disclosure of Corporate Governance Practices and National Policy 58-201 — Corporate<br />
Governance Guidelines, making recommendations on director compensation, overseeing an education<br />
program for the Board and examining and making recommendations on the size and composition of<br />
the Board. The governance committee will also evaluate the effectiveness of the Board of Directors as
- 85 -<br />
a whole its committees and the contribution of individual directors. It is intended that the corporate<br />
governance committee will be composed of no less than three members, all of whom will be<br />
independent.<br />
Executive Committee<br />
The Board of Directors has also established an Executive Committee to oversee the activities<br />
of the Company between meetings of the Board of Directors. The Executive Committee is composed<br />
of three members: Messrs. Homburg, Bakhuizen and Carmichael. Given the size of the Board of<br />
Directors and the ease with which a quorum can be obtained, it has not been considered necessary to<br />
date to hold Executive Committee meetings. As a result, there has been no formal delineation of<br />
authority for the Executive Committee and a charter has not been developed.<br />
International Advisory Board<br />
At the Board of Directors’ meeting held on February 11, 2006, the Directors unanimously<br />
approved the creation of a non-statutory advisory board. The advisory board, when fully formed, will<br />
consist of six high profile members, three from Europe and three from North America. The advisory<br />
board advises the Company in respect of general business matters.<br />
The members will be a valuable source of both information and influence as Homburg<br />
continues to pursue its growth strategy in Canada, Europe and the United States, and they are the<br />
following individuals:<br />
Evert Brouwers<br />
From 1995 to 2004, Mr. Brouwers was Executive Director and later Director General for the<br />
Netherlands Government Information Service acting as spokesman for the Prime Minister, Her<br />
Majesty the Queen and the Royal Family. Prior to this, Mr. Brouwers had a long and distinguished<br />
career in journalism and business. Mr. Brouwers’ early career included print and television journalism<br />
followed by a period from 1978 to 1983 as Editor in Chief, Nieuwsblad van het Noorden. Mr.<br />
Brouwers also served for 12 years as the official spokesman for Phillips Electronics worldwide.<br />
The Honourable Myra A. Freeman ONS<br />
The Honourable Myra A. Freeman Order of Nova Scotia (“ONS”) is the former Lieutenant<br />
Governor of the Province of Nova Scotia (2000-2006) and the first Chancellor of the ONS. A<br />
graduate of Dalhousie University and an educator, Mrs. Freeman is the recipient of a Doctor of<br />
Humane Letters and a Doctor of Laws Honorus Causa. In 2004, she was presented with the Woman of<br />
Action Humanitarian Award and was also recognized as one of Canada’s 100 Outstanding Women by<br />
the Richard Ivy School of Business and the Women’s Executive Network. Appointed by the<br />
Government of Canada, The Hon. Myra A. Freeman currently serves as Hon. Captain (Navy)<br />
Maritime Forces Atlantic in Her Majesty's Canadian Forces and as a director on the board of<br />
Historical Foundation of Canada.<br />
Hartmut Fromm<br />
Hartmut Fromm is attorney at law since 1973 and is the co-founder and a senior partner of<br />
Buse Heber Fromm, an association which counts 10 offices with 150 lawyers in Germany as well as<br />
six other European offices with altogether approximately 700 lawyers.<br />
Mr. Fromm is a member of the board of directors and supervisory boards of public companies<br />
and also a majority shareholder of a middle-sized engineering company and associate of a textile<br />
trading company.
- 86 -<br />
As a consultant, Mr. Fromm’s area of expertise lies within corporate, finance, mergers &<br />
acquisitions and real estate activities.<br />
Karen Prentice, Q.C.<br />
Karen Prentice, Queen´s Counsel (“Q.C.”), is currently a member of the Alberta Securities<br />
Commission. From 1996 to 2004, she was a member of the senior executive team providing strategic<br />
leadership to ENMAX Corporation, an electrical energy company competing in the Alberta<br />
marketplace. Ms. Prentice’s achievements as Executive Vice-President included the company being<br />
selected as one of Macleans Top 100 Employers in Canada and receiving three Building Owners and<br />
Managers Association (BOMA) Calgary Awards for the ENMAX Head Office development.<br />
Ms. Prentice is an active contributor to the Calgary community having served on a number of<br />
boards, including the Southern Alberta Institute of Technology, the Y.W.C.A, the Calgary Opera, and<br />
the University of Calgary, Faculty of Law, Dean’s Advisory Council.<br />
Prof. Dr. Willem Vermeend<br />
Dr. Vermeend is currently senior counsel with Boer & Croon Strategy Management Group<br />
and professor of European Fiscal Economics at University of Maastricht. In addition, Dr. Vermeend is<br />
Chairman and/or of several public company supervisory boards and a member of the board of trustees<br />
of University Hospital Erasmus Rotterdam. Between 1994 and 2002, he was a member of the Dutch<br />
Parliament and served as State Secretary of Finance and Minister of Labour and Social Affairs.<br />
13.5 Remuneration and Expenses<br />
Other than Richard Homburg, who has consistently waived any form of payment for his role<br />
as a Director, the members of the Board of Directors receive a quarterly retainer fee of $2,500. The<br />
chairman of the Audit Committee receives an additional amount of $1,875 per quarter and members<br />
of the Audit Committee receive an additional $1,250 per quarter. No meeting fees are paid. The<br />
compensation of the Directors is reviewed periodically by the Directors based on a survey conducted<br />
by senior Management. The survey is conducted targeting companies of similar size with emphasis<br />
placed on the real estate sector. The Board of Directors currently ensures, and the corporate<br />
governance committee to be formed (see paragraph 13.1 under the heading “Committees of the Board<br />
of Directors—Corporate Governance Committee”) will in the future be responsible for ensuring, that<br />
the compensation of the Directors adequately reflects the responsibilities of being a Director. The<br />
Directors do not receive any benefits upon termination of employment.<br />
The Directors are also entitled to be reimbursed for reasonable travelling and other expenses<br />
incurred by them for attending meetings of the Board of Directors or any committee thereof. The<br />
Directors are not precluded from serving in any other capacity for the Company and receiving<br />
remuneration for any such services.<br />
The members of the advisory board receive an annual fee of $25,000 for their services.<br />
The Company was a party to the Existing Property Management Agreements and Existing<br />
Asset Management Agreements, both of which have been replaced by the Master Property and Asset<br />
Management Agreement, with Homburg Canada pursuant to which Homburg Canada manages almost<br />
all of the real estate assets of the Company. All of the Officers are employed and compensated<br />
directly or indirectly by Homburg Canada. The Company does not pay any salaries or benefits to its<br />
Officers. See paragraph 13.7 “Related Party Transactions” under the heading “Agreements with<br />
Related Parties”.
13.6 Stock Option Plan<br />
- 87 -<br />
Options are granted pursuant to the terms of the Company’s Stock Option Plan. The Company<br />
may grant options to acquire Class A Shares to the Directors, Officers, employees of the Company<br />
and those of its Subsidiaries and to persons engaged to provide ongoing management or consulting<br />
services to Homburg, including but not limited to the directors, officers and employees of Homburg<br />
Canada. As at June 4, 2007, there were 546,014 Class A Shares reserved for issuance pursuant to the<br />
exercise of outstanding stock options issued under the Stock Option Plan. The Stock Option Plan no<br />
longer permits the granting of new options to acquire Class B Shares and there are no options to<br />
acquire Class B Shares outstanding.<br />
13.7 Related Party Transactions<br />
Holdings prior to and after the Offering<br />
As at June 4, 2007, Richard Homburg owns or has control and direction over 40,291,909<br />
Class A Shares and 24,378,900 Class B Shares, representing in aggregate 49% of the outstanding<br />
shares and 73.2% of the votes associated with all outstanding shares of the Company. After giving<br />
effect to the Offering (but without giving effect to the Over-Allotment Option), Richard Homburg will<br />
own or have control or direction over Class A Shares and Class B Shares representing in the aggregate<br />
38.5% of the outstanding shares and 70.3% of the votes associated with all of the outstanding shares.<br />
As a director, Mr. Homburg is under Canadian law subject to fiduciary duties to the Company and its<br />
stakeholders.<br />
Agreements with Related Parties<br />
The agreements described below relating to the management of the assets and properties of<br />
the Company have been entered into by companies directly or indirectly controlled by Richard<br />
Homburg.<br />
Homburg Canada, a company indirectly controlled by Richard Homburg, has offices in<br />
Halifax and Dartmouth, Nova Scotia, Montréal, Québec, and Calgary and Edmonton, Alberta and has<br />
approximately 130 employees. Homburg Canada’s senior management team has extensive experience<br />
in real estate finance, management, acquisition and development. Homburg Canada subcontracts its<br />
European asset and property management activities for Homburg’s European assets (excluding the<br />
Campeon Complex in Munich, Germany leased to Infineon Technologies AG) to Homburg Vastgoed,<br />
an entity controlled directly and indirectly by Richard Homburg. Homburg Vastgoed performs asset<br />
and property management services similar to those provided by Homburg Canada. In addition,<br />
Homburg Vastgoed actively sources new acquisition and financing opportunities for the Company<br />
through its offices in Amsterdam and Soest, in the Netherlands. The Campeon Complex in Munich,<br />
Germany is managed by an unrelated third party. Neither Homburg Canada nor any other party<br />
related to Richard Homburg receives property or asset management fees with respect to that property.<br />
Homburg Canada’s U.S. asset and property management activities for Homburg’s U.S. assets are<br />
carried on through Homburg Realty Services (US) Inc., a wholly-owned subsidiary of Homburg<br />
Canada.<br />
Almost all of the real estate assets directly or indirectly owned by the Company have been<br />
managed by Homburg Canada pursuant to the Existing Property Management Agreements and<br />
Existing Asset Management Agreements. The Existing Property Management Agreements and<br />
Existing Asset Management Agreements have been replaced by the Master Property and Asset<br />
Management Agreement that covers all properties currently owned by Homburg, wherever located,<br />
except for properties held by the Minority Partnerships and the Campeon Complex in Munich,<br />
Germany which will continue to be managed by an unrelated third party without payment of property<br />
or asset management fees to Homburg Canada or any other party related to Richard Homburg. Such<br />
Master Property and Asset Management Agreement has been entered into between, inter alia,
- 88 -<br />
Homburg and Homburg Canada at the closing of the Offering and will have an initial term expiring on<br />
June 30, 2016 with automatic renewal terms of one year. Homburg Canada will continue to<br />
subcontract its European asset and property management activities for Homburg’s European assets<br />
(excluding the Campeon Complex in Munich, Germany) to Homburg Vastgoed, an entity controlled<br />
directly and indirectly by Richard Homburg.<br />
A majority of the Company’s real estate assets are currently held through the Partnerships.<br />
Each Partnership has a general partner who is responsible for managing the Partnership and one or<br />
more Limited Partners who provide equity in return for limited partnership units. The General Partner<br />
for substantially all of the Partnerships is Homburg LP Management Incorporated. The General<br />
Partner is controlled directly and indirectly by Richard Homburg.<br />
The General Partner has full power and authority to transact the business of the Partnerships<br />
and to deal with the assets for the use and benefit of the Partnerships. For these purposes, the General<br />
Partner has sole, complete and unfettered power and authority to manage and carry on the business of<br />
the Partnerships and to do all things required in connection with the Partnership including, but not<br />
limited to, acquiring and disposing of real property, mortgaging and charging real property,<br />
contracting for service, banking, appointing auditors, making capital distributions and selling or<br />
acquiring limited partnership units. The Limited Partners cannot direct the General Partner, and can<br />
only remove it as general partner of a given Partnership upon its bankruptcy or default under the<br />
applicable limited partnership agreement. Except for the removal of the General Partner in the<br />
circumstances described above and the appointment of a new general partner, the Limited Partners<br />
shall have no right to direct the General Partner to implement any decision of the Limited Partners<br />
without the consent of the General Partner. The limited partnership agreement for a Partnership does<br />
not allow the Limited Partners to remove the General Partner except upon its bankruptcy or default<br />
under the applicable limited partnership agreement. In order for the Limited Partners of a Partnership<br />
to remove the General Partner in other circumstances, they must first amend the applicable limited<br />
partnership agreement. The limited partnership agreement of a Partnership may be amended to change<br />
any of the foregoing provisions, including the provision which limits the circumstances under which<br />
the General Partner can be removed as general partner of the Partnership, by resolution passed at a<br />
meeting of unitholders of the Partnership provided such resolution is approved by a vote of persons,<br />
owning or representing in person or by proxy a minimum of 70% of all units of the Partnership,<br />
present or represented and entitled to vote at the meeting in favour of such amendment. The holders of<br />
25% or more of the units of a Partnership may cause the General Partner to call a meeting of<br />
unitholders of a Partnership. Except for the Minority Partnerships, Homburg controls 99% of the<br />
voting rights attached to the units of each Partnership. See Chapter 16 “Organizational Structure”.<br />
Master Property and Asset Management Agreement<br />
Homburg and Homburg Canada have entered into the Master Property and Asset<br />
Management Agreement at the date of closing of the Offering. The Master Property and Asset<br />
Management Agreement supersedes the Existing Property Management Agreements and the Existing<br />
Asset Management Agreements and will apply to all future real estate acquired by Homburg.<br />
However, the fees payable under the Existing Property Management Agreements and Existing Asset<br />
Management Agreements shall generally remain unchanged in the Master Property and Asset<br />
Management Agreement. The principal terms of the Master Property and Asset Management<br />
Agreement are as follows:<br />
Term and Termination<br />
The Master Property and Asset Management Agreement will have an initial term expiring on<br />
June 30, 2016 with automatic renewal terms of one year. Homburg shall be entitled to terminate the<br />
Master Property and Asset Management Agreement prior to the expiry of the initial term or any<br />
renewal term by providing six months’ prior written notice and, except where termination results from<br />
the gross negligence of Homburg Canada, by paying an amount equal to (i) 20% of the average total
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monthly compensation for its property management services multiplied by the number of months<br />
remaining in the then current term, and (ii) the asset management fees paid over the previous two<br />
years. Homburg Canada shall be entitled to terminate the Master Property and Asset Management<br />
Agreement by providing 12 months prior written notice to Homburg.<br />
Property Management Services Fees<br />
As property manager, Homburg Canada will provide general property management services<br />
to the Company, the Partnerships and Homburg Holdings (U.S.) Inc.<br />
Homburg Canada will be entitled to the following fixed fees for its property management<br />
services, payable on a monthly basis:<br />
• for investment properties where Single Tenant Triple Net Leases are in place, Homburg<br />
Canada will not receive any property management fees;<br />
• for investment properties situated in Canada or the United States where Single Tenant Triple<br />
Net Leases are not in place, fees will be the lesser of market rates and 5% of all cash receipts<br />
or net revenue (i.e. total basic rent plus expense recoveries) as per the Existing Property<br />
Management Agreement (where the majority are expected to be at 5%);<br />
• for investment properties situated in Europe where Single Tenant Triple Net Leases are not in<br />
place, fees will be the lesser of market rates and 3.5% of annual rents as per the Existing<br />
Property Management Agreement (where the majority are expected to be at 3% or less);<br />
• construction supervision fees equal to 10% of the total (gross, net of taxes) cost of<br />
construction or related construction contracts. Gross costs include the total hard and soft costs<br />
(including interest), but exclude land cost. Homburg Canada will be responsible for all third<br />
party costs for construction management and other related costs; and<br />
• leasing fees equal to 10% of the first year net revenue for leases with a term of less than two<br />
years, 15% of the first year net revenue for leases of three to four years and 20% of the first<br />
year net revenue for leases of five years or longer.<br />
Asset Management Services Fees<br />
As asset manager, Homburg Canada will provide strategic planning, marketing, financial<br />
reporting and public disclosure, advisory and acquisition and disposition services to the Company, the<br />
Partnerships and Homburg Holdings (U.S.) Inc.<br />
Homburg Canada will be entitled to the following fixed fees for its asset management<br />
services, payable on a monthly basis:<br />
• for investment properties situated in Canada or the United States, annual fees of 0.30% of the<br />
total assets base, calculated on a quarterly basis for properties where Single Tenant Triple Net<br />
Leases are in place, and 0.75% of the total asset base, calculated on a quarterly basis, for<br />
properties where Single Tenant Triple Net Leases are not in place;<br />
• for investment properties situated in Europe, annual fees of 0.20% of total asset base,<br />
calculated on a quarterly basis;<br />
• share issue fees of 5% of the total gross proceeds raised in share issues of the Company,<br />
provided that Homburg Canada will assume all costs relating to such share issues (including<br />
selling commissions payable to intermediaries, legal fees, marketing expenses, travel<br />
expenses+ and additional out-of-pocket expenses). No fees are payable by the Company to
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Homburg Canada with respect to shares issued to a vendor of a property acquired by the<br />
Company or private placements to related parties; and<br />
• acquisition and disposition fees of 2.5% of the total acquisition or disposition price of the<br />
relevant property, provided however that, (i) in the context of a series of transactions forming<br />
part of the same transaction, the 2.5% fee is only payable once based on the total acquisition<br />
or disposition price, as the case may be and (ii) Homburg Canada will not be entitled to be<br />
reimbursed for any due diligence or execution costs relating to any acquisitions or<br />
dispositions, whether successful or unsuccessful, including legal, accounting, financial<br />
advisory and brokerage services as well as travel expenses and the cost of obtaining structural,<br />
environmental, title and appraisal reports.<br />
To provide clarity and context on the fees paid to date by Homburg to Homburg Canada, the<br />
following describes the principal terms of the Existing Property Management Agreements and<br />
Existing Assets Management Agreements that have been superseded by the Master Property and<br />
Asset Management Agreement.<br />
Existing Property Management Agreements<br />
The initial terms of the Existing Property Management Agreements are generally 10 years,<br />
with automatic renewal terms specific to each relevant agreement (being of one or five years). In most<br />
cases, subsequent to the initial term expiry, the owner of the relevant property may terminate its<br />
Existing Property Management Agreement prior to the expiration of its extended term by providing<br />
six months’ notice and paying an amount generally equal to 20% of the average total monthly<br />
compensation under the Existing Property Management Agreement multiplied by the number of<br />
months remaining in the extended term, except where termination results from the gross negligence of<br />
Homburg Canada. Homburg Canada may terminate a Existing Property Management Agreement by<br />
providing 12 months’ notice to the owner of the relevant property.<br />
Homburg Canada, in general, is entitled to the following fixed fees for its property<br />
management services, payable either on a monthly or quarterly basis:<br />
• for all investment properties where Single Tenant Triple Net Leases are in place,<br />
Homburg Canada does not receive any property management fees;<br />
• for investment properties situated in Canada or the United States where Single Tenant<br />
Triple Net Leases are not in place, fees are 5% or less of all cash receipts or net asset<br />
value (i.e. total basic rent plus expense recoveries) the majority of which are at 5%;<br />
• for investment properties situated in Europe where Single Tenant Triple Net Leases are<br />
not in place, fees are 3.5% or less of annual rents (the majority of which are at 3% or<br />
less);<br />
In addition to property management fees, the Company pays the following fixed fees for<br />
construction supervision and leasing:<br />
• in certain agreements, construction supervision fees equal to 10% of the total (gross, net<br />
of taxes) cost of construction or related construction contracts. Gross costs include the<br />
total hard and soft costs (including interest), but exclude land costs.<br />
Homburg Canada is responsible for third party costs for construction management and<br />
other related costs, which typically range between 4% and 6% of total construction costs;<br />
and
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• in certain agreements, leasing fees equal to 10% of the first year net revenue for leases<br />
with a term of one to two years, 15% of the first year net revenue for leases of three years<br />
and 20% of the first year net revenue for leases of four years or longer.<br />
For the year ended December 31, 2006, and the three-month period ended March 31, 2007,<br />
the total fees expressed as a percentage of total revenue paid to Homburg Canada under the Existing<br />
Property Management Agreements, excluding construction supervision and leasing fees, as a<br />
percentage of revenues were 1.6% and 1.4% respectively. The Company recovers a majority of<br />
property management fees paid to Homburg Canada in respect of investment properties from its<br />
tenants.<br />
Existing Asset Management Agreements<br />
The initial terms of the Existing Asset Management Agreements are generally 10 years, with<br />
in certain cases automatic renewal terms specific to each relevant agreement. The owner of the<br />
relevant property may terminate its Existing Asset Management Agreement with just cause, without<br />
penalty payments, or in other cases by providing six months’ notice and paying an amount equal to<br />
the asset management fees paid over the previous two years. Homburg Canada may terminate a<br />
Existing Asset Management Agreement by providing either six months’ or 12 months´ notice to the<br />
owner of the relevant property.<br />
Homburg Canada, in general, is entitled to the following fixed fees for its asset management<br />
services, payable either on a monthly or quarterly basis:<br />
• for investment properties situated in Canada or the United States, annual fees ranging<br />
from 0.30% to 0.75% calculated on invested capital based on an average monthly asset<br />
base, except for properties where Single Tenant Triple Net Leases are in place, in which<br />
case the annual fees are 0.30%;<br />
• for investment properties situated in Europe, annual fees of 0.20% calculated on invested<br />
capital based on an average monthly asset base;<br />
• share issue fees of 5% of the total gross proceeds raised in share issues of the Company,<br />
provided that Homburg Canada assumes all costs relating to such share issues (including<br />
legal fees, marketing expenses, travel expenses and additional out-of-pocket expenses);<br />
and<br />
• acquisition and disposition fees of, in general, 2.5% of the total acquisition or disposition<br />
price of the relevant property. Although Homburg Canada is entitled under the Existing<br />
Asset Management Agreements to be reimbursed of out-of-pocket expenses incurred in<br />
connection with an acquisition or disposition of assets, the practice followed by Homburg<br />
Canada has consistently been, and will continue to be under the Master Property and<br />
Asset Management Agreement (see paragraph 13.7 “Related Party Transactions” under<br />
the heading “Agreements with Related Parties—Master Property and Asset Management<br />
Agreement”), to assume all due diligence costs relating to such acquisition or disposition,<br />
including legal, accounting, financial advisory and brokerage services as well as travel<br />
expenses and the cost of obtaining structural, environmental, title and appraisal reports.<br />
Furthermore, Homburg Canada has irrevocably waived its right to claim reimbursement<br />
of such past out-of-pocket expenses. The Company has also never reimbursed Homburg<br />
Canada for any due diligence costs relating to any identified transaction that was not<br />
successful. Homburg Canada will be paid its 2.5% management fee in connection with<br />
the Alexis Nihon Acquisition, but has waived the 2.5% disposition fee it would be<br />
entitled to receive on the completion of the Cominar Sale.
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For both the year ended December 31, 2006 and the three-month period ended March 31,<br />
2007, the total asset management fees paid to Homburg Canada under the Existing Asset Management<br />
Agreements as a percentage of the average invested capital were 0.40%. Furthermore, share issue fees<br />
of approximately $3.5 million and property acquisition or disposal fees of approximately $25.8<br />
million were paid to Homburg Canada in the year ended December 31, 2006, and property acquisition<br />
or disposal fees of approximately $2.0 million were paid to Homburg Canada in the three-month<br />
period ended March 31, 2007, in each case under the Existing Asset Management Agreements. See<br />
paragraph 13.7 “Related Party Transactions” under the heading “Summary of Payments to Related<br />
Parties”.<br />
Pursuant to the Existing Asset Management Agreement entered into with the Company,<br />
Homburg Canada will be entitled to receive 5% of the gross proceeds of the Offering, provided that it<br />
assumes all costs relating to the Offering, including the Underwriters’ fee. Accordingly, the<br />
Underwriters’ fee of 4.5% payable to the Underwriters by the Company pursuant to the Underwriting<br />
Agreement will be deducted from this 5% fee and Homburg Canada will receive only a net fee of<br />
0.5% from the Company which, together with the Underwriters’ fee, will constitute the sole expense<br />
of the Company for the Offering, all other fees and expenses being assumed by Homburg Canada.<br />
In addition to the fees that are payable to Homburg Canada under the Existing Property<br />
Management Agreements and the Existing Asset Management Agreements, and which will become<br />
payable under the Master Property and Asset Management Agreement, the Company also pays to<br />
Homburg Canada and certain other related parties certain additional service fees. See paragraph 13.7<br />
“Related Party Transactions” under the heading “Summary of Payments to Related Parties”.<br />
Limited Partnership Agreements<br />
The General Partner, a subsidiary of Homburg Canada, is the general partner in substantially<br />
all of the Partnerships in which Homburg is a Limited Partner. The Limited Partner(s) are solely<br />
entitled to the profits of the Partnership of which they are a Limited Partner. Except in respect of the<br />
Minority Partnerships, the General Partner is not entitled to any significant compensation. In respect<br />
of the Minority Partnerships (20), (21), (22), (26), (28) and (29), the General Partner is entitled to<br />
30% of the profits (before taxes) that remain after the holders of the limited partnership units have<br />
received a cumulative return of 11% (before taxes) on an annual basis. In respect of the Minority<br />
Partnership (49), the General Partner is entitled to 30% of the profits (before taxes) that remain after<br />
the holders of the limited partnership units have received a cumulative return on equity of 8% (before<br />
taxes) on an annual basis. See Chapter 16 “Organizational Structure” and paragraph 2.1 “Risks<br />
Relating to the Business” under the heading “Reliance on Property and Asset Management<br />
Agreements and General Partner”.<br />
Issuance of Bonds<br />
Historically, the Company has issued bonds as an efficient source of capital to finance its<br />
growth. In 2006, Homburg issued bonds series 8 and series 9 for a total principal amount of<br />
approximately €104 million ($160 million using an exchange rate of 1.54 in effect as at December 31,<br />
2006). Homburg Participaties, a licensed securities dealer in the Netherlands with access to an<br />
important network of retail investors in Europe that is directly and indirectly controlled by Richard<br />
Homburg, acted as intermediary and, for the services rendered to the Company in connection with the<br />
issuance of bonds series 8 and series 9 received a fee of $5.9 million, which is the equivalent of 4% of<br />
the principal amount of those bonds. Through ShareCo, the Company has issued six series of<br />
mortgage bonds. Homburg Participaties acted as intermediary and, for the services rendered to the<br />
Company, received a fee of 5% of the gross proceeds for mortgage bonds series 1 and 2 and 4% of the<br />
gross proceeds for each of the remaining bond issues. In 2005, the Company paid a fee of $3.7 million<br />
to Homburg Participaties in respect of the issuance of the mortgage bonds series 6 and 7, which<br />
totalled approximately €62million ($96 using an exchange rate of 1.54 in effect as at December 31,<br />
2006) , compared to a fee of $2.6 million paid in 2004 in respect of the issuance of the mortgage
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bonds series 4 and 5, totalling approximately €40 million ($62 using an exchange rate of 1.54 in effect<br />
as at December 31, 2006).<br />
Given the size of the Company and intended use of proceeds of acquiring and developing real<br />
estate in Canada at the time of issuing bonds series 1 to 7, the Company entered into a guarantee<br />
arrangement with Uni-Insurance Inc., a company directly and indirectly controlled by Mr. Homburg,<br />
for the principal amounts of each of the mortgage bonds to maturity, pursuant to which the Company<br />
is protected against fluctuations in the Canadian dollar and the euro, to a maximum limit equal to the<br />
face value of each mortgage bond. The cost of this guarantee fee per annum until maturity is 1.5% on<br />
the mortgage bonds series 1, 2.0% on the mortgage bonds series 2 and 1.6% on the mortgage bonds<br />
series 4, series 5, series 6 and series 7. The Company has not used the guarantee for bonds Series 8, 9<br />
as the proceeds of these issues were used to make acquisitions in Europe. Similarly, it is expected that<br />
the Company will also not seek a guarantee for bonds series 10 (see paragraph 14.2 “Other Recent<br />
Developments” under the heading “Issuance of Bonds Series 10”).<br />
Insurance<br />
Homburg Insurance Company Limited, a company directly and indirectly controlled by<br />
Richard Homburg, acts as the Company’s broker for certain insurance. The total fees paid to<br />
Homburg Insurance Company Limited , including the cost of the premium paid through Homburg<br />
Insurance Company Limited, amounted to $700,000 in 2006, compared to $796,000 in 2005.<br />
Other Related Party Transactions<br />
The management of the Confederation Court Complex in Charlottetown, Prince Edward<br />
Island, is subcontracted by Homburg Canada to a company owned by Michael H. Arnold, the Vice<br />
Chairman of the Company. The total fees paid to this company amounted to $314,000 in 2006 and<br />
$254,000 in 2005.<br />
Further, since March 1, 2006, Stollburgh Capital B.V., a company controlled by Richard<br />
Homburg and J. Richard Stolle, President and Chief Operating Officer of Homburg, occasionally<br />
performs asset management services in respect of certain opportunities as subcontractor of Homburg<br />
Canada. On December 1, 2006, the Company acquired four investment properties from Stollburgh<br />
Capital B.V. for total consideration of approximately $61 million. The Board of Directors<br />
unanimously approved the acquisition based in part on the recommendation of an independent<br />
committee of the Board of Directors comprised of two independent directors formed to consider the<br />
acquisition and to determine whether the consideration paid by Homburg was fair and whether the<br />
acquisition was in the best interest of Homburg.<br />
The fees payable to the above subcontractors are paid by Homburg Canada N.V. and do not<br />
have the effect of increasing the fees payable by the Company to Homburg pursuant to the Existing<br />
Property Management Agreements and Asset Management Agreements.<br />
Summary of Payments to Related Parties<br />
Set forth below is a table summarizing the various revenues and expenses between related<br />
parties in respect of the three-month period ended March 31, 2007 and the financial years ended<br />
December 31, 2006 and 2005.
Note:<br />
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(1) The service fees incurred relate to operating costs such as fuel, advertising, repairs and wages. A portion of these<br />
service fees are paid to a company owned by Michael H. Arnold, Vice Chairman of the Company. Such fees<br />
amounted to $51,000 for the three-month period ended March 31, 2007, $314,000 for the year ended December 31, 2006<br />
and $254,000 for the year ended December 31, 2005. The remainder of these service fees were paid to Homburg<br />
Canada.<br />
The total amount paid to related parties for services rendered amounted to $7.4 million for the<br />
three-month period ended March 31, 2007, $52.4 million for the year ended December 31, 2006 and<br />
$34.1 million for the year ended December 31, 2005. Management is of the view that the fees it pays<br />
to related parties are based on competitive rates in the relevant markets.<br />
Non-Competition Agreement<br />
At the closing of the Offering, the Homburg Parties have entered into the Non-Competition<br />
Agreement with Homburg, which restricts certain investments in real estate by any of the Homburg<br />
Parties.<br />
Except for properties currently held by the Homburg Parties (see Paragraph 10.5 “Activities”<br />
under the heading “Management of Real Estate”), each of the Homburg Parties will be prohibited<br />
from directly or indirectly investing in or developing office, retail, residential, industrial or mixed-use<br />
investment properties, other than by way of equity investment into publicly traded companies,<br />
provided that each such investment is limited to 10% of the voting rights attached to the securities of<br />
any such publicly traded company, unless the Company has been offered such investment in<br />
accordance with the terms of the Non-Competition Agreement. If the Company refuses an investment<br />
offered to it in accordance with the terms of the Non-Competition Agreement, the Homburg Party<br />
having presented the investment shall have the right to make such investment on terms not more<br />
favourable to it than those offered to the Company within six months from such refusal, after which<br />
such investment must again be offered to the Company in accordance with the terms of the Non-<br />
Competition Agreement before it can be completed by any Homburg party. The restrictions in the<br />
Non-Competition Agreement will apply to all investment properties located in Canada, Europe and<br />
the United States.
14. RECENT DEVELOPMENTS<br />
14.1 The Alexis Nihon Acquisition<br />
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The Company believes that attractive opportunities currently exist in the Montréal, Québec<br />
real estate market. In the fourth quarter of 2006, Homburg identified the Alexis Nihon retail properties<br />
and Place Alexis Nihon as quality real estate in strong locations. In addition, Management believes<br />
that there is potential for increasing returns on, as well as net operating income from, those properties<br />
through revenue enhancing capital expenditures. On February 27, 2007, Homburg Acquisition, a<br />
wholly-owned Subsidiary of the Company, made the Offer for Alexis Nihon other than the units held<br />
by Homburg Acquisition and its affiliates to purchase all of the units of Alexis Nihon at a price of<br />
$18.60 in cash per unit.<br />
On April 6, 2007, Homburg announced that Homburg Acquisition had taken up 20,663,699<br />
units of Alexis Nihon, representing approximately 70% of the issued and outstanding units, under the<br />
Offer for Alexis Nihon. Homburg Acquisition paid for such units on April 11, 2007 and further to the<br />
completion of the Alexis Nihon Capital Reorganization, now owns 100% of the issued and<br />
outstanding units of Alexis Nihon. On May 24, 2007, Alexis Nihon announced the completion of the<br />
Alexis Nihon Acquisition through the Alexis Nihon Capital Reorganization, which was approved at a<br />
special meeting of the unitholders of Alexis Nihon held on May 17, 2007.<br />
On June 5, 2007, Homburg and Alexis Nihon announced that they closed the Cominar Sale<br />
(excluding the sale of the Alexis Nihon Co-Owned Properties) effective on June 1, 2007, subject to<br />
customary property registrations to be completed shortly following the closing, pursuant to which<br />
Alexis Nihon sold the Alexis Nihon Industrial and Office Properties (other than the Alexis Nihon Co-<br />
Owned Properties) to Cominar for $575 million, including the assumption of $238 million of debt<br />
relating to those properties. Pursuant to the Cominar Asset Sale Agreement, Cominar has also<br />
unconditionally offered to purchase Alexis Nihon’s interest in the Alexis Nihon Co-Owned Properties<br />
for a purchase price of approximately $17.3 million, including the assumption of approximately $3.2<br />
million of debt relating to those properties, subject to the exercise or waiver by the co-owner of such<br />
properties of its rights of first refusal. See Chapter 11 “Property Portfolio” paragraph 11.2<br />
“Investment Properties” and paragraph 11.4 “Description of the Company’s Most Significant<br />
Investment Properties” for more information on the properties of Alexis Nihon retained by Homburg,<br />
consisting of Place Alexis Nihon (including the office and residential components) and the retail<br />
properties of Alexis Nihon.<br />
The acquisition of a majority of the units of Alexis Nihon constitutes a “significant gross<br />
change for Homburg within the meaning of Commission Regulation 809/2004. As such, this<br />
Prospectus includes a description of the acquisition including historical and pro forma financial<br />
statements. The historical financial statements include a schedule of selected financial information<br />
with respect to the properties acquired by Homburg pursuant the Alexis Nihon Acquisition and that<br />
are being retained by it pursuant to the Cominar Sale. The pro forma adjustments contained in the<br />
unaudited pro forma combined financial statements included in this Prospectus are based upon the<br />
assumptions described in the notes to such unaudited pro forma combined financial statements, and<br />
provide the following information: (i) pro forma combined financial information of Homburg, giving<br />
effect to the Alexis Nihon Acquisition and the Cominar Sale, (ii) pro forma adjustments for the<br />
Offering (assuming the exchange of the subscription receipts for Class A Shares) and (iii) pro forma<br />
combined financial information of Homburg, giving effect to the Alexis Nihon Acquisition, the<br />
Cominar Sale and the Offering. The unaudited pro forma combined financial statements are presented<br />
for illustrative purposes only and are not necessarily indicative of the operating or financial results<br />
that would have occurred had the acquisition actually occurred at the times contemplated by the notes<br />
to the unaudited pro forma combined financial statements, the pro forma effect of the use of the net<br />
proceeds of this Offering or of the results expected in future periods.
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The loss in net earnings as shown on the pro forma statement of earnings is primarily caused<br />
by the inclusion of a full year of interest expense on the acquisition related Bridge Loan. The pro<br />
forma adjustments related to the Offering will include a reduction in the interest expense related to<br />
applying the proceeds from the Offering against the acquisition related Bridge Loan. In addition, the<br />
pro forma statements have not incorporated any synergies or other possible savings or benefits that the<br />
Company would expect to realize from the combination of the operations of Alexis Nihon into the<br />
Company. The Company does not anticipate that the continued operations will result in a loss of net<br />
earnings to the Company.<br />
See Chapter 15 “The Alexis Nihon Acquisition” for further details about Alexis Nihon, the<br />
Alexis Nihon Acquisition and the Cominar Sale.<br />
14.2 Other Recent Developments<br />
In addition to the Offer for Alexis Nihon, the Company continues to pursue its growth plan<br />
and to raise capital in support of that growth plan. Some additional recent developments include the<br />
following:<br />
Acquisition of an Office Property in the Netherlands<br />
• On June 5, 2007, the Company completed the acquisition of an office property in<br />
Amstelveen, the Netherlands. Total consideration for the acquisition including acquisition<br />
costs was approximately €39 million resulting in a Capitalization Rate of approximately<br />
6.6%, and was financed with debt of approximately €30.0 million and cash of approximately<br />
€9 million. The property is a multi tenant office complex with a total leasable area of 133,214<br />
square feet.<br />
Acquisition of an Industrial Property in the Netherlands<br />
• On May 2, 2007, the Company announced that it completed the acquisition of an industrial<br />
property with office space in Beuningen, the Netherlands. Total consideration for the<br />
acquisition was €9.2 million resulting in a Capitalization Rate of 7.6%, and was financed with<br />
debt of approximately €7.5 million, the issuance to the vendor of 284,210 Class A Shares in<br />
an amount of approximately €1.2 million and cash of approximately €0.5 million. The<br />
property consists of free standing industrial premises with office space situated on<br />
approximately 10.4 acres with a total leasable area of 164,710 square feet.<br />
Acquisition of SEB Group Property Portfolio in the Baltics (announced in April 2007)<br />
• On April 26, 2007, the Company announced that it entered into a framework agreement to<br />
purchase from SEB Group, a North European financial group listed on the Stockholm Stock<br />
Exchange with total reported assets of €216 billion, a market capitalization of €13.9 billion<br />
and an A long term credit rating by Standard&Poor’s as of October 2006, of 63 properties<br />
located in the three Baltic countries of Estonia, Latvia and Lithuania for a total purchase price<br />
of €197 million resulting in a Capitalization Rate of 5.2%. The properties to be acquired<br />
consist of a sale and leaseback portfolio of 47 properties of which SEB Group will lease the<br />
entire gross leasable area for an initial term of approximately 9.6 years and a commercial<br />
portfolio of 16 properties which are primarily leased to tenants other than SEB Group. Total<br />
lease revenue from SEB Group will be approximately $18 million per year, which would<br />
make SEB Group the second largest tenant of the Company by property revenue.<br />
The sale and leaseback portfolio consists principally of office properties (including branches<br />
and offices of SEB Group), encompasses a total leasable area of approximately 816,291<br />
square feet and includes 13 properties in Estonia, 22 properties in Latvia and 12 properties in<br />
Lithuania. The commercial portfolio includes two properties in Estonia and 14 properties in<br />
Lithuania, and encompasses commercial space having a gross leasable area of 343,356 square
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feet. The commercial portfolio provides Homburg with the opportunity to capitalize on the<br />
growing economy of the Baltics and resulting demand for commercial space.<br />
The Company paid a deposit of €3 million to be applied as down payment on the purchase<br />
price. The acquisition of each property is subject to conditions precedent relating to, among<br />
other things, the non-exercise of preemptive rights of third parties, the filing of relevant<br />
applications to obtain proper registrations in the public title books and the obtaining of<br />
necessary regulatory approvals, including from the competition authorities in Estonia, Latvia<br />
and Lithuania. If a pre-emptive right is exercised on any property, only such property(ies) will<br />
be removed from the sold portfolio and the purchase price will be reduced accordingly. In<br />
respect of the acquisition of a property for which the conditions precedent have not been<br />
satisfied and the closing has not taken place on or before December 31, 2007, either party is<br />
entitled to terminate the sale and purchase agreement and, where applicable, the lease<br />
agreement relating to such property and neither party shall be entitled to any compensation as<br />
a result of such cancellation.<br />
The transaction will be structured as share or asset purchases, as applicable depending on the<br />
circumstances of each acquired property, and will be financed with the proceeds of the<br />
issuance of bonds series 10 (see “Issuance of Bonds Series 10”, below) as well as up to a<br />
maximum of €150 million of debt financing from SEB Group up to a maximum amount of<br />
€150 million at a spread of 0.80% and 1.2% over the Euribor rate (the three-month Euribor<br />
rate as of May 3, 2007 was 4.036%) in respect of the sale and leaseback portfolio and<br />
commercial portfolio respectively. The Company has completed due diligence on the<br />
acquisition, including a thorough review of technical and environmental reports made<br />
available by SEB Group for substantially all of the assets.<br />
Homburg has identified the Baltic Region as an emerging market with a strong and growing<br />
economy. In keeping with Homburg’s strategy of providing stability and growth to investors,<br />
Homburg is attracted to the portfolio as it consists of a combination of long term leases to<br />
SEB Group and commercial assets with growth potential. In addition, the sale and leaseback<br />
portfolio includes leases that provide revenue growth through indexation to the national<br />
inflation index.<br />
Joint Venture with Cedar Shopping Center (announced in April 2007)<br />
• On April 2, 2007, the Company announced that its Subsidiary, Homburg Holdings (U.S.)<br />
Inc., has entered into the Cedar Joint Venture Agreement, as a joint venture partner to own,<br />
through various limited partnerships, nine shopping centres. The properties, valued at<br />
approximately U.S.$170 million, involve eight shopping centres in Pennsylvania, including<br />
the ground-up shopping centre development recently completed by Cedar Shopping Centers<br />
in Hershey, Pennsylvania, and one shopping centre in Massachussets. Homburg Holdings<br />
(U.S.) Inc. will acquire an 80% interest in the joint venture and Cedar Shopping Centers, Inc.<br />
(or affiliates thereof) will acquire the remaining 20% interest and will remain as the manager<br />
of the properties. The Company has completed due diligence on the acquisition of its joint<br />
venture interest, including a thorough review of phase I environmental reports obtained from<br />
Cedar Shopping Centers. At each closing of the acquisition of one or more of the nine<br />
shopping centres subject to the joint venture, Cedar Shopping Centers shall pay to Homburg<br />
Holdings (U.S.) Inc. (or credit against the net consideration payable by Homburg (U.S.) Inc.)<br />
an amount equal to 1.5% of the product of 60% and the net consideration payable by<br />
Homburg Holdings (U.S.) Inc. at such closing. Notwithstanding its initial 80% interest in the<br />
joint venture, Homburg Holdings (U.S.) Inc. has an option under the Cedar Joint Venture<br />
Agreement to subsequently transfer up to 75% of its interest in the joint venture (60% of the<br />
total joint venture) to a Delaware partnership, the limited partners of which shall be non-U.S.<br />
investors and the general partner, Homburg Participaties B.V. or an affiliate thereof. Upon<br />
such transfer of interests, provided it occurs on or before December 31, 2007, Cedar Shopping<br />
Centers shall pay to Homburg Holdings (U.S.) Inc. an additional marketing fee of 1.5% of the
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product of (i) the net consideration initially paid by Homburg Holdings (U.S.) Inc. to Cedar<br />
Shopping Centers for its 80% interest in the joint venture and (ii) the percentage of such<br />
interest that shall have been assigned by Homburg Holdings (U.S.) Inc., at such time. Neither<br />
Homburg Canada nor Homburg Participaties B.V. will receive a fee on such transfer of<br />
interest.<br />
The acquisition of the properties is subject to certain closing conditions which may or may<br />
not be satisfied. Subject to the right of Cedar Shopping Centers to postpone the closing of the<br />
acquisition of a property or to remove such property from the list of properties being<br />
transferred from Cedar Shopping Centers under the Cedar Joint Venture Agreement, such<br />
agreement shall automatically terminate on September 28, 2007 in the event that all of the<br />
conditions precedent with respect to any acquisition of the properties shall not have been<br />
satisfied prior to such date.<br />
Issuance of Bonds Series 10 (announced in January 2007)<br />
• In February 2007, the Company received regulatory approval from the <strong>AFM</strong> for the<br />
prospectus relating to the issue of bonds series 10, which will be issued for a maximum value<br />
of €100 million on an unsecured basis and bearing an annual interest rate of 7.25% to be paid<br />
on a semi-annual basis. The bonds are currently being settled via cash receipts in the<br />
Netherlands. As at June 4, 2007, €78.9 million have been settled with purchasers. The<br />
proceeds from the issue will be used for general corporate purposes and for future acquisitions<br />
in Europe, including the acquisition of 63 properties from SEB Group (see “Acquisition of<br />
SEB Group Property Portfolio in the Baltics” above).<br />
Acquisition of Five Properties in the Netherlands (announced in February 2007)<br />
• In February 2007, the Company completed the acquisition of five commercial properties in<br />
the Netherlands for a total purchase price of approximately €24 million resulting in a<br />
Capitalization Rate of 8.5%). The transaction was financed by way of long term debt<br />
financing of €19 million at a weighted average interest rate of 4.98% cash and the issuance to<br />
the vendor of Class A Shares in an amount of approximately $7 million. The properties are<br />
located in Venlo, Eindhoven, Gouda and Roermond (two properties) in the Netherlands.<br />
These properties provide a total of approximately 173,000 square feet of quality office space.<br />
Purchase of 62 Residential Rental Units in Fort McMurray, Alberta (announced in February<br />
2007)<br />
• In February, 2007, the Company entered into an agreement to purchase 62 residential rental<br />
units in Fort McMurray, Alberta. Total consideration for the acquisition was $25 million<br />
resulting in a Capitalization Rate of 6.4%, and was financed with mortgage financing of<br />
approximately $14.2 million at a weighted average interest rate of 5.92% and the issuance to<br />
the vendor of Class A Shares in an amount of approximately $10.8 million. The acquisition<br />
closed in March 2007. The Company entered into a lease with the vendor for all 62 units<br />
which will be used by its employees.<br />
Sale of Development Assets (announced in January 2007)<br />
• As a result of very favourable market conditions in the Alberta marketplace, the Company<br />
announced its intention to sell approximately $500 million of properties various assets<br />
currently under construction. Management expects that the pre-tax gain on the sale of these<br />
properties will be approximately $150 million. The sale of a majority of these properties is<br />
expected to close in the second quarter of 2007.
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Private Placement of Class A Shares (announced in January 2007)<br />
• In January 2007, the Company completed a private placement of 6,368,164 Class A Shares<br />
for total proceeds of approximately $32.6 million with a company controlled by Richard<br />
Homburg. The transaction is detailed in Chapter 37 “MD&A”, under heading “Transactions<br />
with Related Parties”, sub j.<br />
Acquisition of Land in Calgary, Alberta (announced in January 2007)<br />
• In January 2007, the Company entered into an agreement to acquire the Henderson Farms<br />
property, a 38-acre parcel of land for future development in Calgary, Alberta for<br />
approximately $15.3 million. The purchase price was satisfied through the assumption of debt<br />
of approximately $7.5 million, cash of approximately $5.5 million and the issuance to the<br />
vendor of Class A Shares in an amount of approximately $2.4 million. The acquisition closed<br />
in February 2007.
15. THE ALEXIS NIHON ACQUISITION<br />
15.1 Overview<br />
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See paragraph 14.1 (“Recent Developments – The Alexis Nihon Acquisition”) for an<br />
overview of the Offer for Alexis Nihon and the Cominar Sale.<br />
Effective at the close of markets on May 23, 2007, the units of Alexis Nihon were delisted<br />
from the TSX and Alexis Nihon will apply to cease to be a reporting issuer under the securities laws<br />
of each such province.<br />
The Support Agreement (under which Alexis Nihon agreed to support Homburg’s offer to<br />
purchase all of the units of Alexis Nihon) and the Cominar Asset Sale Agreement (described in<br />
paragraph 15.2) were filed by Homburg with the Canadian securities regulatory authorities, and are<br />
available electronically on SEDAR at www.sedar.com. Copies of the documents may be obtained on<br />
request without charge from the Secretary of Homburg Invest Inc. at Suite 600, 1741 Brunswick<br />
Street, Halifax, Nova Scotia, B3J 3X8 (telephone: +1 902 468-3395).<br />
The Management Information Circular relating to the special meeting of unitholders of Alexis<br />
Nihon is available electronically on SEDAR at www.sedar.com.<br />
15.2 Cominar Sale<br />
Purchase Price and Consideration<br />
Pursuant to the Cominar Asset Sale Agreement, Alexis Nihon sold to Cominar the Alexis<br />
Nihon Office and Industrial Properties (other than the Alexis Nihon Co-Owned Properties) for an<br />
aggregate purchase price of $575 million resulting in a Capitalization Rate of 6.8%. Such purchase<br />
price will be satisfied by a cash payment of $337 million, and by the assumption by Cominar of the<br />
outstanding principal balance under the terms of the existing mortgage financings in respect of such<br />
properties for a total amount of approximately $238 million at a weighted average interest rate of<br />
5.6%, and by a cash payment for the remaining amount. The cash proceeds will be disbursed to<br />
Homburg once title to such properties has been registered.<br />
Pursuant to the Cominar Asset Sale Agreement, Cominar has also unconditionally offered to<br />
purchase Alexis Nihon’s interest in the Alexis Nihon Co-Owned Properties for a purchase price of<br />
approximately $17.3 million, including the assumption of approximately $3.2 million of debt relating<br />
to those properties, subject to the exercise or waiver by the co-owner of such properties of its rights of<br />
first refusal.<br />
Additional Agreements<br />
Homburg and Cominar will enter into a transitional services agreement to facilitate the<br />
transition of the employees of Alexis Nihon and of the operations of the Alexis Nihon Office and<br />
Industrial Properties to Cominar. Homburg and Cominar will also enter into an agreement pursuant to<br />
which they will continue the employment of the various employees of Alexis Nihon following the<br />
closing of the Cominar Sale on the basis that the employees engaged principally in the operation,<br />
management, leasing or development of industrial and/or office properties forming part of Alexis<br />
Nihon Office and Industrial Properties will continue to be employed by Cominar and the remainder of<br />
such employees will continue to be employed by Alexis Nihon.
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15.3 Description of the Business of Alexis Nihon<br />
Overview<br />
Alexis Nihon is an unincorporated closed-end investment trust created by a contract of trust<br />
dated October 18, 2002, as amended and restated as of December 13, 2002 and as of May 15, 2006<br />
and governed by the laws of the Province of Québec.<br />
Alexis Nihon was established to continue and expand the commercial real estate activities<br />
formerly carried on by the Nihon/Massicotte Group (other than the construction and development<br />
activities), which was formed in the late 1940s and which, since 1980, has been engaged in acquiring,<br />
developing, redeveloping, renovating, owning, managing and leasing properties primarily in the<br />
Greater Montréal Area.<br />
Alexis Nihon began its activities on December 20, 2002, at the time of the completion of its<br />
initial public offering, when it acquired the 18 initial properties of Alexis Nihon and related assets<br />
from certain members of the Nihon/Massicotte Group, as described in the prospectus of Alexis Nihon<br />
dated December 13, 2002. The employees of certain members of the Nihon/Massicotte Group relating<br />
to the property and asset management of such properties acquired were transferred to Alexis Nihon<br />
and Alexis Nihon Management (Canada) Inc. as and from January 1, 2003 in connection with such<br />
acquisition and the initial public offering of Alexis Nihon.<br />
The properties of Alexis Nihon currently comprises 20 office, 10 retail and 35 industrial<br />
properties including an interest in seven co-owned properties, as well as a 426 unit multi-family<br />
residential property, all located in the Greater Montréal Area and the National Capital Region, and<br />
representing, in the aggregate, approximately 9.1 million square feet of leasable area, of which 0.4<br />
million square feet are co-owned.<br />
Alexis Nihon, directly and indirectly through Alexis Nihon Management (Canada) Inc., has<br />
approximately 166 employees.<br />
The head office of Alexis Nihon is located at 3400 de Maisonneuve Boulevard West, Suite<br />
1010, Montréal, Québec, H3Z 3B8.<br />
Properties of Alexis Nihon<br />
The properties of Alexis Nihon consist of approximately 2.99 million square feet of office<br />
space, 1.6 million square feet of retail space, 4.2 million square feet of industrial space and 0.3 million<br />
square feet (426 units) of multi-family residential space, representing, in total, approximately 9.1<br />
million square feet of leasable area of which 0.4 million square feet are co-owned. A majority of the<br />
properties of Alexis Nihon are situated in prime locations near major traffic arteries and benefit from<br />
high visibility and easy access by both tenants and tenants’ customers. While the properties of Alexis<br />
Nihon located at 1080 Beaver Hall Hill and 4700 de la Savane and part of the site of Centre Laval are<br />
subject to emphyteutic leases with unrelated parties, Management believes that the term to maturity<br />
and other terms and conditions of the emphyteutic leases are acceptable. The properties of Alexis<br />
Nihon are generally well-maintained and in good operating condition. See “Property Portfolio –<br />
Investment Properties” and “Property Portfolio – Description of the Company’s Most Significant<br />
Investment Properties” for information on the Place Alexis Nihon and the retail properties of Alexis<br />
Nihon retained by Homburg following the Cominar Sale.<br />
15.4 Financing<br />
Homburg has paid approximately $556 million plus acquisition costs to complete the Alexis<br />
Nihon Acquisition. The total mortgage debt outstanding as at March 31, 2007 was $413.1 million at a<br />
weighted average interest rate of 6.0%. Following completion of the Cominar Sale, the Company is
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retaining a portfolio with a fair market value of approximately $483 million, resulting in a<br />
Capitalization Rate of 6.6%. In addition, the Company is retaining $163 million of mortgage<br />
financing at a weighted average interest rate of 6.4%.<br />
On April 4, 2007, Homburg Acquisition entered into the Credit Agreement with an affiliate of<br />
BMO Nesbitt Burns Inc. to fund the Alexis Nihon Acquisition. The Credit Agreement provides for the<br />
$550 million Bridge Loans, available for multiple draws for a period of up to 120 days after the initial<br />
borrowing and repayable in full not later than 12 months after the closing of the financing. As at June<br />
4, 2007, approximately $463 million was outstanding under the Bridge Loans. Amounts outstanding<br />
under the Credit Agreement bear interest at varying rates depending upon, among other things, the<br />
facility and timing. Amounts may be advanced, at the election of the borrower, as either: (i) prime rate<br />
advances at interest rates ranging from prime rate plus 1.5% to 3.0%, or (ii) bankers’ acceptances<br />
utilizations at varying rates equal to the applicable bankers’ acceptances rate plus 2.5% to 3.5%.<br />
Principal amounts outstanding under the Credit Agreement may be repaid or prepaid at any time<br />
without penalty or bonus, subject to normal breakage costs and certain other conditions if the<br />
prepayment occurs prior to completion of the Alexis Nihon Acquisition.<br />
The Company will use the net proceeds of this Offering to repay all or a portion of the Bridge<br />
Loans (see Chapter 22 “Use of Proceeds of the New Shares”). The balance of the Bridge Loan will be<br />
repaid through one or more debt or equity capital markets transactions and/or through assets sales,<br />
including the Cominar Sale, the recently announced sale of development assets in Alberta for a pretax<br />
gain of approximately $150 million which is expected to close in the second quarter of 2007 (see<br />
paragraph 14.2 “Other Recent Developments” under the heading “Sale of Development Assets”) and<br />
property level debt refinancing. The obligations of Homburg Acquisition under the Bridge Loans are<br />
guaranteed by Homburg and certain identified Subsidiaries.<br />
The lender under the Credit Agreement is entitled to (i) security interests over certain<br />
identified assets of Alexis Nihon, (ii) a pledge on the units of Alexis Nihon, and (iii) a pledge on the<br />
equity interests issued by certain identified Subsidiaries of Homburg. The Credit Agreement contains<br />
covenants, events of default and other terms customary for credit facilities of this nature, including<br />
certain restrictions on incurring liens on its property, assets and undertakings, as well as restrictions<br />
on dividends, distributions and on incurring additional indebtedness.
16. ORGANIZATIONAL STRUCTURE<br />
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A majority of the Company’s real estate assets are currently held through the Partnerships.<br />
Each of the Partnerships was formed under the laws of Nova Scotia and is named Homco Realty Fund<br />
(#) Limited Partnership and has been established to acquire one or more specific real estate assets.<br />
Each Partnership has a general partner who is responsible for managing the Partnership and one or<br />
more Limited Partners who provide equity in return for limited partnership units. The General Partner<br />
for substantially all of the Partnerships is Homburg LP Management Incorporated, Suite 200, 11<br />
Akerley Boulevard, Halifax Regional Municipality, Nova Scotia, B3B 1V7. The General Partner is<br />
controlled directly and indirectly by Richard Homburg. See paragraph 2.1 “Risks Relating to the<br />
Business” under the heading “Reliance on Richard Homburg”.<br />
The Partnership structure is used for several reasons. Primarily, it permits Homburg to obtain<br />
first mortgage financing without providing, in most cases, general corporate guarantees as each asset<br />
is treated as a standalone entity. In addition, the purchase or sale of limited partnership units provides<br />
a measure of financial reporting discipline as each Partnership is accounted for as a standalone entity.<br />
The structure allows all of the entities to be consolidated for Canadian tax purposes.<br />
The Limited Partners are entitled to the profits and, in the event of a liquidation of the<br />
Partnerships, to the liquidation proceeds. The Limited Partners of each Partnership could therefore be<br />
qualified as the beneficial owners of the property owned by such Partnership. Homburg is the sole<br />
Limited Partner of all the Partnerships, except for the Minority Partnerships, in which the Company<br />
holds a minority interest. The profits of the Minority Partnerships (except Partnerships (49)) are<br />
allocated between the General Partner and the Limited Partners. For all Minority Partnerships other<br />
than Partnerships (49), the General Partner is entitled to 30% of the profits (before taxes) that remain<br />
after the Limited Partners have received a minimum cumulative annual return of 11% (before taxes).<br />
For Minority Partnerships (49), the General Partner is entitled to 30% of the profits (before taxes) that<br />
remain after the Limited Partners have received a minimum cumulative annual return of 8% (before<br />
taxes). As at June 4, 2007, Homburg was the sole Limited Partner in 86 Partnerships and had interests<br />
ranging from 5% to 55% in the 8 Minority Partnerships.<br />
Pursuant to the limited partnership agreements relating to the Partnerships, the General<br />
Partner, except in the case of the Minority Partnerships, is not entitled to the profits of the<br />
Partnerships. The General Partner has full power and authority to transact the business of the<br />
Partnerships and to deal with the assets for the use and benefit of the Partnerships. For these purposes,<br />
the General Partner has sole, complete and unfettered power and authority to manage and carry on the<br />
business of the Partnerships and to do all things required in connection with the Partnership including,<br />
but not limited to, acquiring and disposing of real property, mortgaging and charging real property,<br />
contracting for service, banking, appointing auditors, making capital distributions and selling or<br />
acquiring limited partnership units. The Limited Partners cannot direct the General Partner, and can<br />
only remove it as general partner of a given Partnership upon its bankruptcy or default under the<br />
applicable limited partnership agreement. Except for the removal of the General Partner in the<br />
circumstances described above and the appointment of a new general partner, the Limited Partners<br />
shall have no right to direct the General Partner to implement any decision of the Limited Partners<br />
without the consent of the General Partner. The limited partnership agreement for a Partnership does<br />
not allow the Limited Partners to remove the General Partner except upon its bankruptcy or default<br />
under the applicable limited partnership agreement. In order for the Limited Partners of a Partnership<br />
to remove the General Partner in other circumstances, they must first amend the applicable limited<br />
partnership agreement. The limited partnership agreement of a Partnership may be amended to change<br />
any of the foregoing provisions, including the provision which limits the circumstances under which<br />
the General Partner can be removed as general partner of the Partnership, by resolution passed at a<br />
meeting of unitholders of the Partnership provided such resolution is approved by a vote of persons,<br />
owning or representing in person or by proxy a minimum of 70% of all units of the Partnership,<br />
present or represented and entitled to vote at the meeting in favour of such amendment. The
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holders of 25% or more of the units of a Partnership may cause the General Partner to call a meeting<br />
of unitholders of a Partnership. Except for the Minority Partnerships, Homburg controls 99% of the<br />
voting rights attached to the units of each Partnership.<br />
In each case, the General Partner has entered into Existing Property Management Agreements<br />
and Existing Asset Management Agreements, which has been replaced by the Master Property and<br />
Asset Management Agreement, on behalf of each Partnership with Homburg Canada. Under these<br />
agreements, Homburg Canada provides property management and asset management services to the<br />
Partnerships. These services include general property management services, as well as strategic<br />
planning and marketing, advising on the purchase and sale of properties and managing financing.<br />
Homburg Canada receives management fees for providing these services. See “Management of<br />
Homburg - Related Party Transactions – Agreements with Related Parties”.<br />
In addition to the property management and asset management services that Homburg Canada<br />
provides to the Partnerships, Homburg Canada also provides management services to the Company<br />
for the properties that Homburg owns directly and to Homburg Holdings (U.S.) Inc. in respect of the<br />
U.S. properties. Homburg Canada also provides management and property management services to a<br />
majority of the Minority Partnerships.<br />
Homburg owns 100% of the economic interest, or its pro rata portion thereof, in the business<br />
carried on by each Partnership, as all of the profits and losses in the Partnership are allocated to the<br />
limited partnership units held by Homburg. The General Partner determines when any capital<br />
contributions may be returned to Homburg.<br />
Subsidiaries<br />
In addition to the Partnerships, as described above, the Company has the following direct<br />
Subsidiaries as at June 4, 2007:<br />
• Development companies. Homburg owns, directly or indirectly, 100% of 11 real estate<br />
development companies.<br />
• Homburg (U.S.) Incorporated. The Company owns 100% of the issued and outstanding<br />
shares of<br />
Homburg (U.S.) Incorporated, a Nova Scotia company. Homburg (U.S.) Incorporated is the<br />
parent company of Homburg Holdings (U.S.) Inc., a company incorporated under the laws of<br />
the State of Colorado, which owns 11 properties in Texas and Colorado.<br />
• Homburg ShareCo Inc. Homburg owns 100% of the issued and outstanding shares of<br />
ShareCo, a Nova Scotia company. ShareCo raises capital for Homburg through the issue of<br />
bonds in the European market. All mortgage bonds are secured by a first or second charge<br />
over specific assets of one or more Partnerships, a guarantee by the Company for the benefit<br />
of the holders of the mortgage bonds and, in most cases, a guarantee by one or more<br />
Partnerships and, in some cases, an assignment of the limited partnership units. As at March<br />
31, 2007, six series of mortgage bonds had been issued in the aggregate principal amount of<br />
approximately $224 million. When the proceeds of the mortgage bonds are received by<br />
ShareCo, they are loaned up to the Company at the cost of borrowing plus 25 basis points,<br />
except for the mortgage bond series 1, the proceeds of which ShareCo invested directly in the<br />
relevant Partnership. Homburg uses the proceeds of the mortgage bonds to invest in<br />
Partnership units. These investments form the equity base for each of the Partnerships.<br />
• Homburg Invest USA Limited. The Company owns 100% of the issued and outstanding shares<br />
of Homburg Invest USA Limited, a Nova Scotia company, which holds part of the<br />
Company’s investment in Cedar Shopping Centers. See paragraph 10.5 “Activities” under the<br />
heading Strategic Investments and Divestitures” and paragraph 14.2 “Other Recent<br />
Developments” under the heading “Joint Venture with Cedar Shopping Centers”.
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• Homburg Holding (NETH) Beheer B.V. Homburg owns 100% of the issued and outstanding<br />
shares of Homburg Holding (NETH) Beheer B.V., which controls, through Partex East B.V.<br />
and Partex West B.V., approximately 23% of the voting rights of DIM Vastgoed N.V., a<br />
public Dutch real estate investment company with retail shopping centre assets in the South<br />
Eastern United States. See paragraph 10.5 “Activities” under the heading “Strategic<br />
Investments and Divestitures”.<br />
• Homburg Acquisition Inc. Homburg owns 100% of the issued and outstanding shares of<br />
Homburg Acquisition, a company incorporated under the ABCA on February 26, 2007.<br />
Homburg Acquisition carries on no business other than through Alexis Nihon. Homburg<br />
Acquisition paid for the units of Alexis Nihon it acquired pursuant to the Offer for Alexis<br />
Nihon on April 11, 2007 and, together with the units that it owned prior to the Offer for<br />
Alexis Nihon, currently owns 100% of the outstanding units of Alexis Nihon. See paragraph<br />
14.1 “Recent Developments – The Alexis Nihon Acquisition” and Chapter 15 “The Alexis<br />
Nihon Acquisition”.<br />
The following chart illustrates on a simplified basis the structure of the Company (including the<br />
jurisdictions of establishment/incorporation of various entities).
Notes:<br />
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(1) The General Partner is controlled directly and indirectly by Richard Homburg, the Chairman and Chief Executive Officer of the<br />
Company. It is the general partner of all Limited Partnerships except for Viger Limited Partnership (the general partner of which<br />
is 4348931 Canada Inc. a corporation that is 50% held by the Company) and 333 Sherbrooke Street East (the general partner of<br />
which is 9129-8190 Québec Inc. a corporation that is 50% held by the Company).<br />
(2) Homburg Canada is controlled indirectly by Richard Homburg, the Chairman and Chief Executive Officer of the Company.<br />
(3) Almost all of the real estate assets owned directly or indirectly by the Company are managed by Homburg Canada pursuant to the<br />
Existing Property Management Agreements and the Existing Asset Management Agreements, which has been replaced by the<br />
Master Property and Asset Management Agreement . See “Management of Homburg — Related Party Transactions —<br />
Agreements with Related Parties” for more details on Homburg Canada and the services it provides.<br />
17. DEBT OVERVIEW<br />
The Company employs a combination of debt financing sources, including secured and<br />
unsecured debt as well as fixed and variable rate structures over various terms. These debt financing<br />
sources are available in various international markets, and when considering its alternatives, the
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Company takes into account not only the availability of financing and respective market conditions,<br />
but also their overall capital structure and the financial characteristics of each property (where<br />
property-specific debt is employed).<br />
The table below sets forth the Company’s total debt outstanding as at March 31, 2007 and<br />
December 31 for the years ending 2006, 2005 and 2004.<br />
Given the potential exposure to rising interest rates in the Company’s variable rate debt<br />
financing, the Company may from time to time enter into interest rate swaps or other hedging<br />
instruments to fix the amount of interest paid by the Company on its variable rate debt in order to<br />
reduce its exposure to variable interest rates fluctuation at any particular point in time. See paragraph<br />
13.7 “Related Party Transactions” under the heading “Agreements with Related Parties – Issuance of<br />
Bonds” and Chapter 37 “MD&A” under the heading “Capital Structure – Derivative Instrument<br />
Liability”.<br />
The Company does not acquire, hold or issue derivative financial instruments for trading<br />
purposes.<br />
Secured Debt<br />
Mortgages Payable – Mortgages payable are secured by a pledge of specific investment<br />
properties and an assignment of specific rents receivable, with maturity dates between 2007 and 2020.
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Mortgage Bonds Payable - The mortgage bonds payable consist of seven-year bonds, issued<br />
in series and secured by a first or second charge over specific assets and a guarantee from Homburg.<br />
The mortgage bonds mature between December 2009 and June 2012 and the company has the option<br />
to redeem any series of mortgage bonds at their principal amount at any time subsequent to the fifth<br />
anniversary of the issue of the mortgage bonds. The interest is payable semi-annually on June 30 and<br />
December 31.<br />
In thousands<br />
Bond Series Maturity Date Interest Rate Amount March 31, 2007<br />
HMB1 December 15, 2009 10.00% $4,420 $4,420<br />
HMB1 December 15, 2009 8.50% €9,905 15,269<br />
HMB2 April 25, 2010 7.50% €30,000 46,241<br />
HMB4 November 30, 2011 7.50% €20,010 30,843<br />
HMB5 December 31, 2011 7.50% €20,010 30,843<br />
HMB6 June 30, 2012 7.50% €31,230 48,137<br />
HMB7 June 30, 2012 7.25% €31,230 48,137<br />
Total $223,890<br />
Construction Financing – The Company has arranged construction financing, which is<br />
demand in nature, for its development properties. Borrowing rates on these financing are at fixed or<br />
variable market rates and the weighted average interest rate for all construction financing is 7.05%.<br />
The Company has pledged its development properties as security. Upon completion of the properties,<br />
it is the Company’s intention to replace the construction financing with long-term financing.<br />
Non Construction Demand Loans — Non construction demand loans payable bear interest at<br />
U.S. base rate plus 1% secured by deposit certificates representing 949,862 shares of DIM Vastgoed<br />
N.V. and a merger loan bearing interest at 7.5% secured by the investment in units of Alexis Nihon on<br />
March 31, 2007.<br />
Unsecured Debt<br />
Corporate Non-Asset Backed Bonds – The corporate non-asset backed bonds consist of sevenyear<br />
bonds issued in series and secured by a guarantee by from Homburg. The bonds mature between<br />
May and October 2013 and the Company has the option to redeem any series of bonds at their<br />
principal amount at any time subsequent to the fifth anniversary of the issue of the bonds. The<br />
interest is payable semi-annually on June 30 and December 31.<br />
Bond Series Maturity Date Interest Rate Amount<br />
In thousands<br />
March 31, 2007<br />
HB8 May 31, 2013 7.00% €50,010 $77,083<br />
HB9 October 31, 2013 7.00% €53,900 92,482<br />
HB10 February 15, 2014 7.25% €7,770 11,970<br />
Total $181,535<br />
Junior Subordinated Notes – The junior subordinated notes require interest only payments<br />
until maturity in 2036. The notes, which consist of €25 million, and U.S. $20 million have a fixed<br />
interest rate until 2016 and variable thereafter until maturity. The Company has a redemption option<br />
effective in 2011 until maturity.<br />
Debt Maturities
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The following table outlines the Company’s principal payments and debt maturity balances<br />
relating to mortgages and mortgage bonds payable, the unsecured corporate non-asset backed bonds<br />
and the unsecured junior subordinated notes as at March 31, 2007.<br />
Financing of Alexis Nihon Acquisition<br />
On April 4, 2007, Homburg Acquisition entered into the Credit Agreement with an affiliate of<br />
BMO Nesbitt Burns Inc. to fund the Alexis Nihon Acquisition through the Bridge Loans. The<br />
Company will use the net proceeds of the Offering to repay all or a portion of the Bridge Loans. See<br />
paragraph 15.4 “The Alexis Nihon Acquisition – Financing” and Chapter 22 “Use of Proceeds of the<br />
New Shares”.<br />
18. SELECTED FINANCIAL INFORMATION<br />
18.1 Consolidated financial information<br />
The selected consolidated financial information set forth below is that of Homburg and its<br />
Subsidiaries. This information should be read in conjunction with management’s discussion &<br />
analysis and the Company’s Audited Consolidated Annual Financial Statements together with the<br />
notes thereto and the auditors’ report thereon, as well as the Company’s Unaudited Consolidated<br />
Interim Financial Statements for the three-month period ended March 31, 2007 and the related<br />
MD&A, each prepared in accordance with Canadian GAAP and included or incorporated by reference<br />
in this Prospectus. The consolidated financial data are extracted or derived from the Company’s<br />
Audited Consolidated Annual Financial Statements or Unaudited Consolidated Interim Financial<br />
Statements prepared in accordance with Canadian GAAP for the financial years ended December 31,<br />
2006, 2005 and 2004 or the three-month period ended March 31, 2007, as the case may be. The<br />
selected consolidated financial data set forth below may not contain all of the information that is<br />
important to the prospective investors.
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- 111 -
18.2 Miscellaneous<br />
The Credit Agreement<br />
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The Credit Agreement comprises customary negative covenants including, without limitation,<br />
limitations in respect of the incurrence of liens, debt, inter-company loans and capital expenditures, of<br />
the making of investments, of mergers, of the granting of financial assistance or guarantees and of the<br />
payment of dividends or other distributions, subject to certain exceptions stated therein. Subject to the<br />
receipt of a notice from the administrative agent under the Credit Agreement in respect of the<br />
syndication of the facilities provided for in the agreement, the Credit Agreement also comprises a debt<br />
service coverage ratio and a ratio of total indebtedness to gross book value of total assets.<br />
Working capital statement<br />
In addition to the other statements set out in this Prospectus, we hereby make the following<br />
representation with respect to the information provided:<br />
The Company has insufficient working capital for its present requirements. The deficiency in<br />
the working capital is the result of the following:<br />
At March 31, 2007, the Company has committed expenditures amounting to CAD 37 million<br />
and uncommitted estimated expenditures of CAD 178 million related to development projects. These<br />
committed and uncommitted amounts, when expended, would result in a working capital deficiency<br />
of CAD 102 million.<br />
The Company does not presently have sufficient working capital to fund these committed and<br />
uncommitted expenditures. Without additional funding, the Company would be in a negative working<br />
capital position by the end of September 2007. The Company intends to fund these expenditures as<br />
they are incurred with existing cash balances, existing borrowing facilities, new construction<br />
financing, proceeds from new bond issues which have been received to date and are expected to be<br />
completed by June 30, 2007, the issuance of new shares which is expected to be completed by June<br />
30, 2007, and through the announced disposition of specific properties being developed for resale<br />
which is expected to be completed by September 30, 2007. The Company is not dependent on any one<br />
of the above proposed actions in order to maintain the ability to continue with its planned expenditure<br />
schedule. The Company has confidence that, sufficient working capital will be generated from one or<br />
more of the above sources so as not to create any deferral of expenditures as planned, nor any realized<br />
working capital deficiency.<br />
Transactions with Related Parties<br />
The Company has entered into agreements with companies commonly controlled by the<br />
Chairman and Chief Executive Officer to provide various services. A summary of the various<br />
revenues and expenses between related parties are as follows:<br />
December 31 December 31 December 31<br />
2006 2005 2004<br />
(Thousands) (Thousands) (Thousands)<br />
Rental revenue earned $ (723) (246) (716)<br />
Asset and construction management fees incurred $ 7,634 6,360 2,058<br />
Property management fees incurred $ 1,925 1,833 1,727
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Insurance incurred $ 700 796 317<br />
Service fees incurred $ 519 438 353<br />
Property acquisition fees/disposal fees incurred $ 25,802 16,939 653<br />
Mortgage bond guarantee fees incurred $ 3,701 3,571 1,050<br />
Share issue costs incurred $ 3,536 Nil Nil<br />
Construction financing interest and fees incurred $ 334 492 1,073<br />
Bond and other debt issue costs incurred $ 8,290 3,704 2,629<br />
The transactions are recorded at exchange amounts.<br />
The total amount paid to related parties for services rendered amounted to $52.4 million for<br />
the year ended December 31, 2006, $34.1 million for the year ended December 31, 2005 and $9.9<br />
million for the year ended December 31, 2004. A summary of payments to related parties in respect of<br />
the three-month period ended March 31, 2007 is included in paragraph 13.7 “Related Party<br />
Transactions” under the heading “Summary of Payments to Related Parties”.<br />
Expense Ratio<br />
The expense ratio, within the meaning of the Dutch Financial Supervision Act, amounts to<br />
27.63% in respect of the financial year 2006, compared to 20.65% in respect of the financial year<br />
2005. The expense ratio is calculated as the total costs compared to the weighted average net asset<br />
value in respect of a financial year, whereby total costs include all property operating expenses, stock<br />
based compensation, general and administrative expenses, foreign exchange losses and amortisation<br />
and income taxes but does not includes interest costs.
19. CONSOLIDATED CAPITALIZATION<br />
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The following table sets forth the consolidated capitalization of the Company (i) as at March<br />
31, 2007, on an actual basis, (ii) as at March 31, 2007 as adjusted to give effect to the Offering (and<br />
the use of the net proceeds of the Offering) and Alexis Nihon Acquisition, and (iii) as at March 31,<br />
2007 as adjusted to give effect to the Offering (and the use of the net proceeds of the Offering), the<br />
Alexis Nihon Acquisition and the Cominar Sale. This table has been extracted from and should be<br />
read in conjunction with the Company’s (i) Unaudited Consolidated Interim Financial Statements for<br />
the three-month period ended March 31, 2007, prepared in accordance with Canadian GAAP, and (ii)<br />
Unaudited Pro Forma Combined Financial Statements for the three-month period ended March 31,<br />
2007, both included in this Prospectus. The information in the table has not been audited.<br />
Notes:<br />
(1) After giving effect to the issuance of 36,200,000 Subscription receipts pursuant to the Offering (excluding the<br />
Over-Allotment Option) and the use of the net proceeds of the Offering of approximately $181.5 million. See “Use<br />
of Proceeds”.<br />
(2) Does not include $24,064,000 representing the purchase price option on the remaining 6.63% interest in MoTo<br />
Objekt Campeon GmbH & Co KG not currently held by the Company, exercisable in the first quarter of 2012, and<br />
the account balances of the current partners holding such remaining 6.63% interest, nor the DIM Vastgoed N.V.<br />
payable relating to deposit certificates representing shares of DIM Vastgoed N.V. obtained in the first quarter of<br />
2006 for which the Company does not make payment until October 2010.<br />
20. DESCRIPTION OF SHARE CAPITAL<br />
20.1 Authorized and Issued Capital<br />
The authorized capital of the Company consists of (i) an unlimited number of Class A Shares;<br />
(ii) an unlimited number of Class B Shares, (iii) an unlimited number of Class A Preferred Shares
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issuable in series, and (iv) an unlimited number of Class B Preferred Shares issuable in series. The<br />
shares have no par value. As at June 25, 2007, there were 100,360,959 Class A Shares and 31,514,782<br />
Class B Shares issued and outstanding. All issued shares are fully paid. After giving effect to the<br />
Offering, there will be 136,560,959 Class A Shares and 31,514,782 Class B Shares issued and<br />
outstanding. The votes attaching to the Class A Shares will represent in the aggregate 14.8 % of the<br />
votes attaching to all of the issued and outstanding shares of the Company. Our Class A and Class B<br />
Shares are in registered form. All shares are created by the Articles, which are governed by the<br />
ABCA.<br />
Immediately after the Offer, assuming subscription receipts representing 36,200,000 new<br />
Class A Shares will be offered and exchanged for Class A Shares, based on the issue price of CAD<br />
5.25 per subscription receipt and an amount offered of CAD 190,050,000, we expect to have<br />
136,560,959 Class A Shares issued and outstanding. The percentage of immediate dilution resulting<br />
from the Offer, assuming no exercise of the Underwriter’s Option, is 26.5% and amounts to CAD<br />
190,050,000.<br />
The following is a summary of the material features of the Company’s authorized capital and<br />
is qualified in its entirety by reference to the full text of the rights, privileges, restrictions and<br />
conditions of such shares in the Articles.<br />
Class A Shares<br />
The Class A Shares are entitled to receive notice of, attend and vote at all meetings of<br />
Shareholders, voting together with holders of Class B Shares, except for meetings at which only<br />
holders of a specified class or series are entitled to vote. The Class A Shares are entitled to receive<br />
dividends as and when declared by the Board of Directors, subject to the prior rights of holders of<br />
shares of any other class ranking senior and, unless otherwise provided by legislation, are entitled to<br />
one vote per Class A Share on all matters to be voted on at all meetings of Shareholders. Upon the<br />
liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders<br />
of Class A Shares are entitled to share rateably in the remaining assets available for distribution, after<br />
payment of liabilities and prior rights of holders of Shares of any other class ranking senior to such<br />
class. Class A Shares are convertible into Class B Shares in certain limited circumstances involving<br />
offers made to all or substantially all of the holders of Class B Shares.<br />
Class B Shares<br />
The Class B Shares are entitled to receive notice of, attend and vote at all meetings of<br />
Shareholders, voting together with holders of Class A Shares, except for meetings at which only<br />
holders of a specified class or series are entitled to vote. The Class B Shares are entitled to receive<br />
dividends as and when declared by the Board of Directors, subject to the prior rights of holders of<br />
shares of any other class ranking senior and, unless otherwise provided by legislation, are entitled to<br />
25 votes per Class B Share on all matters to be voted on at all meetings of Shareholders. Upon the<br />
liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders<br />
of Class B Shares are entitled to share rateably in the remaining assets available for distribution, after<br />
payment of liabilities and prior rights of holders of Shares of any other class ranking senior to such<br />
class. Pursuant to the Articles, the Company cannot issues new Class B Shares, other than in respect<br />
of the conversion rights of holders of Class A Shares, such Class B Shares having already been<br />
authorized and reserved for issuance.<br />
Class A and B Preferred Shares<br />
The Preferred Shares are issuable from time to time in one or more series, each series<br />
comprising the number of shares, designations, rights, privileges, restrictions and conditions which<br />
the Board of Directors determines by resolution prior to issuance. The Preferred Shares are non-voting<br />
and rank in priority to the Class A Shares and Class B Shares with respect to dividends and
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distribution upon dissolution. No Preferred Shares have been issued.<br />
Prior Issuances<br />
The Company has issued Class A Shares in the past as partial consideration for the acquisition<br />
of property, and may decide to do so in the future. On May 30, 2005, Homburg issued 23,370,832<br />
Class A Shares as partial consideration to the vendors of the Dutch and German portfolio acquired on<br />
that date. Of those Class A Shares, 30% were subject to 90 day lock-ups. The remaining 70% were<br />
subject to a three year lock-up. The Company granted an early release on most of those shares and<br />
only 1,000,000 of those Class A Shares remain subject to a lock-up. The Board of Directors has<br />
authorized Richard Homburg to decide whether and when to release the lock-up on these remaining<br />
Class A Shares.<br />
Homburg published a prospectus on 6 June 2006 in accordance with Section 3 of the Dutch<br />
Securities Act 1995 (Wet toezicht effectenverkeer 1995) in connection with a public offering of Class<br />
A Shares aimed at investors in the EU. On June 20, 2006, Homburg issued 14,285,715 Class A shares<br />
at $4.34 per share under that prospectus. The following Class A Share issuances have been made<br />
since then:<br />
Date Number of Class<br />
A Shares issued<br />
Price 1<br />
Comment<br />
June 21, 2006 5,950,000 $5.60 Private placement - four Dutch properties<br />
June 22, 2006 968 $4.34 Correction of Dividend Reinvestment Plan error re Edward<br />
Ovsenny<br />
August 16, 2006 3,000,420 $6.46 Share issue for an acquisition in Munich, Germany<br />
August 16, 2006 40,000 $2.85 Options exercised by Ashley Phillips<br />
August 16, 2006 1,940 $2.85 Options exercised by employee<br />
Sept 11, 2006 7,000 $2.85 Options exercised by employee<br />
Sept 12, 2006 8,000 $2.85 Options exercised by employee<br />
Sept 30, 2006 2,630,326 $4.71 New shares issued for the Dividend Reinvestment Plan<br />
October 27, 2006 745 $4.71 New shares issued for the Dividend Reinvestment Plan<br />
November 30,<br />
2006<br />
690,000 $6.10 SUV B.V.<br />
310,000<br />
Stollburgh<br />
B.V.<br />
Dec 18, 2006 7,000 $2.85 Options exercised by employee<br />
Dec 18, 2006 2,500 $2.85 Options exercised by employee<br />
January 19, 2007 2,685 $2.85 Options exercised by employee<br />
Share issue for the acquisition of four commercial<br />
properties in the Netherlands. Stollburgh B.V. is<br />
controlled by Richard Homburg and J. Richard<br />
Stolle. SUV B.V. is partly owned by Stollburgh<br />
B.V.<br />
January 19, 2007 617,344 $1.26 Options exercised by Richard Homburg<br />
January 19, 2007 574,627 $2.85 Options exercised by Richard Homburg<br />
January 19, 2007 76,433 $4.71 Shares issued under the<br />
Dividend Reinvestment Plan to correct an error in Sept 2006<br />
January 19, 2007 55,299 $4.34 Shares issued under the Dividend Reinvestment Plan to correct<br />
an error in March 2006<br />
January 31, 2007 6,368,164 $5.12 Private placement with Uni-Invest, an entity controlled by<br />
Richard Homburg<br />
February 6, 2007 $2.85 Options exercised by employee
2,500<br />
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February 6, 2007 2,500 $2.85 Options exercised by employee<br />
February 6, 2007 2,500 $2.85 Options exercised by employee<br />
February 6, 2007 2,500 $2.85 Options exercised by employee<br />
February 8, 2007 1,000,000 $6.48 Acquisition of five properties in Venlo, Eindhoven, Gouda and<br />
Roermond, the Netherlands<br />
February 8, 2007 60 $2.85 Options exercised by employee<br />
February 9, 2007 2,500 $2.85 Options exercised by employee<br />
February 12, 2007 7,000 $2.85 Options exercised by employee<br />
February 19, 2007 45,000 $2.85 Options exercised by Jeffrey Coates<br />
February 19, 2007 2,500 $2.85 Options exercised by employee<br />
February 19, 2007 80 $2.85 Options exercised by employee<br />
February 19, 2007 65,000 $2.85 Options exercised by Michael Arnold<br />
February 20, 2007 2,500 $2.85 Options exercised by employee<br />
February 28, 2007 350,000 $6.97 Acquisition of the Henderson Farms property in Calgary,<br />
Alberta, Canada<br />
February 28, 2007 1,603,731 $6.97 Acquisition of 62 residential rental units in Fort McMurray,<br />
Alberta, Canada<br />
March 8, 2007 5,000 $2.85 Options exercised by employee<br />
March 9, 2007 351 $2.85 Options exercised by employee<br />
March 14, 2007 2,500 $2.85 Options exercised by employee<br />
March 29, 2007 2,500 $2.85 Options exercised by employee<br />
March 30, 2007 2,094,470 $6.58 New shares issued for the Dividend Reinvestment Plan<br />
March 30, 2007 74,123 $6.58 New shares issued for the Dividend Reinvestment Plan<br />
April 11, 2007 100 $2.85 Options exercised by employee<br />
April 30, 2007 284,210 $7.28 Acquisition of property in Beuningen, the Netherlands<br />
May 29, 2007 210 $2.85 Options exercised by employee<br />
May 30, 2007 25.000 $2.85 Options exercised by employee<br />
June 25, 2007 400 $2.85 Options exercised by employee<br />
June 25, 2007 100,360,959 TOTAL OUTSTANDING<br />
Note:<br />
(1) Where shares are being issued as payment in kind for the acquisition of properties, the Company uses the average stock<br />
price during the 30 calendar days immediately before the transaction as the value attributed to those shares.<br />
The Company currently has 88,028,145 Class A Shares admitted to trading on Eurolist. The<br />
Existing Shares for which the Company intends to apply for admission to trading on Eurolist comprise<br />
all Class A Shares issued prior to the Offering that have not yet been admitted to listing on Eurolist.<br />
This includes 2,156,942 Class A Shares issued prior to the Company´s first quotation on Eurolist on<br />
March 31, 2006 but not previously admitted to listing on Eurolist.
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20.2 Dividends, Dividend Policy and Dividend Reinvestment Plan<br />
Dividends are payable on all Class A Shares and Class B Shares if, as and when declared by<br />
the Board of Directors. Any dividends thus declared will be declared contemporaneously and paid at<br />
the same time and in the same amount per share on all the Class A Shares and Class B Shares at the<br />
time outstanding, without preference or priority of one share over another.<br />
The holders of the Class A Preferred Shares and the Class B Preferred Shares (subject to the<br />
preferences afforded to the Class A Preferred Shares over the Class B Preferred Shares) are entitled to<br />
the payment of dividends in priority to the holders of the Class A Shares, the Class B Shares and any<br />
other shares of the Company ranking junior to the Class A Preferred Shares or the Class B Preferred<br />
Shares from time to time to the payment of dividends. Such dividends are to be paid rateably with the<br />
other holders of Class A Preferred Shares or Class B Preferred Shares, as the case may be, provided<br />
that accumulated dividends, if any, are paid preferentially to the holders of such series as determined<br />
by the Board of Directors at the time the Preferred Shares are issued. Unclaimed dividends will be<br />
forfeited and will revert to Homburg after a period of 6 years from the date on which this dividend has<br />
been declared payable.<br />
The amount of any dividend paid on the shares of the Company is at the discretion of the<br />
Board of Directors, subject to the provisions of the ABCA. Since September 2004, dividends have<br />
been and, subject to the approval of the Board of Directors, will be paid semi-annually on March 30<br />
and September 30 for Class A Shares and Class B Shares. The record date for dividend payments has<br />
typically been fifteen calendar days before the dividend payment date. The first semi-annual dividend<br />
of 2007 was paid in an amount of $0.18 per share on March 30, 2007 to Shareholders of record on<br />
March 15, 2007.<br />
On May 4, 2007 the Board of Directors approved an increase of the semi-annual dividend to<br />
$0.24 per share commencing with the second semi-annual dividend of 2007. If declared, this second<br />
semi-annual dividend payment would be paid on September 30, 2007 and would result in a total<br />
dividend payment of $0.42 per share for 2007, and is anticipated to result in an annualized dividend<br />
payment of $0.48 per share in 2008. The increase of the semi-annual dividend to $0.24 per share<br />
represents the fifth increase in the amount of the semi-annual dividend since the Company began<br />
paying dividends in September 2004. The Company aims to continue to make stable dividend<br />
payments going forward. This reflects the Company’s strategic goal of providing a dual return to its<br />
Shareholders through both dividends and appreciation in the value of its shares.<br />
Shareholders may opt to participate in the Dividend Reinvestment Plan. In each of the<br />
previous four dividend payments, between 61% and 86% of the total dividend payment was<br />
reinvested through the Dividend Reinvestment Plan. The Dividend Reinvestment Plan enables<br />
Shareholders to invest the cash dividends paid on the Class A Shares and Class B Shares in additional<br />
Class A Shares. A participant in the Dividend Reinvestment Plan may elect to invest cash dividends<br />
paid on its shares with respect to all or 50% of its shares. Class A Shares bought under the Dividend<br />
Reinvestment Plan are acquired at 97% of the average market price based on the weighted average<br />
closing price for the 20 days immediately preceding the applicable dividend date (subject to Board of<br />
Directors approval). More detailed financial information is available in the Dividend Reinvestment<br />
Plan, available electronically on the website of the Company at www.homburginvest.com. The net<br />
asset value per share (unaudited) as at December 31, 2006 was $ 4.27.<br />
The table below sets forth the Company’s earnings, dividend and share price data for the<br />
three-month period ended March 31, 2007 and the years ended December 31, 2006, 2005 and 2004.
Notes:<br />
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(1) Cash dividend based on last twelve months ending March 31, 2007.<br />
(2) Class A Share price in 2005 and 2006, and 2007 common share price in 2004.<br />
(3) Dividend Payout Ratio = Cash Dividend Declared per Share / Earnings per Share<br />
(4) For the three months ended March 31, ratios and yields are calculated based on annualized Earnings per Share and annualized<br />
FFO per share.<br />
(5) Dividend Yield = Cash Dividend Declared per Share / Share Price at Year End<br />
(6) FFO Payout Ratio = Cash Dividend Declared per Share / FFO per Share.<br />
Share price development<br />
The tables below sets forth the high and low closing prices for the periods and days indicated<br />
for the Class A Shares on the TSX. The table also includes aggregate trading volume for the<br />
Company’s shares in the period indicated.<br />
Low High Aggregate volume<br />
(000 shares)<br />
March 2006 3.95 6.25 325.0<br />
April 2006 4.81 7.40 632.8<br />
May 2006 5.00 6.20 633.6<br />
June 2006 5.05 6.24 38.0<br />
July 2006 4.60 5.75 12.8<br />
August 2006 4.45 5.34 23.0<br />
September 2006 4.80 5.05 308.2<br />
October 2006 4.90 6.50 64.0<br />
November 2006 5.60 6.00 161.1<br />
December 2006 5.60 6.25 27.6<br />
January 2007 6.35 7.80 359.6<br />
February 2007 5.60 6.75 105.0<br />
The table below sets forth the high and low closing prices for the periods and days indicated<br />
for the Class A Shares on Eurolist and the aggregate trading volume of the Class A Shares in the<br />
period indicated.<br />
Low High Aggregate volume<br />
(€) (€) (000 shares)<br />
March 31, 2006 3.65 4.43 623.4<br />
April 2006 3.90 5.80 4,577.8<br />
May 2006 3.98 4.45 1,090.7<br />
June 2006 3.4 4.25 1,018.7<br />
July 2006 3.41 3.65 2,060.1<br />
August 2006 3.42 3.68 2,194.5
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September 2006 3.48 3.67 1,142.6<br />
October 2006 3.53 4.15 2,902.9<br />
November 2006 4.00 4.15 1,688.2<br />
December 2006 3.80 4.04 1,241.3<br />
January 2007 3.82 4.35 267.1<br />
February 2007 4.00 4.55 146.9
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21. PLAN OF DISTRIBUTION OF THE NEW SHARES<br />
Pursuant to an underwriting agreement dated June 5, 2007 between the Company and the<br />
Underwriters (the “Underwriting Agreement”), the Company has agreed to sell and the Underwriters<br />
have agreed to purchase 36,200,000 subscription receipts in respect of Class A Shares on June 13,<br />
2007 or on such other date as may be agreed to between the Company and the Underwriters, but in<br />
any event not later than June 27, 2007. The Underwriters have severally agreed to purchase these<br />
subscription receipts, subject to the terms and conditions contained in the Underwriting Agreement, at<br />
a price of $5.25 per subscription receipt payable in cash against delivery of one or more definitive<br />
share certificates evidencing the subscription receipts. The offering price of the subscription receipts<br />
was determined by negotiation between the Company and the Underwriters with reference to the<br />
market price of the Class A Shares. The Underwriting Agreement provides that the Company will pay<br />
the Underwriters an aggregate fee of $8,552,250 ($0.23625 per subscription receipt) in respect of all<br />
of the subscription receipts offered in consideration for the services of the Underwriters in connection<br />
with the Offering. The Underwriters’ fee is payable as to 50% upon the closing of the Offering and<br />
50% upon the release of the escrowed funds to the Company.<br />
The Company resolved to the issue of the New Shares on June 4, 2007. The New Shares will<br />
be issued on the third Business Day following the date of approval of this prospectus by the <strong>AFM</strong>.<br />
The obligations of the Underwriters under the Underwriting Agreement are several and may<br />
be terminated at their discretion upon the basis of their assessment of the state of the financial markets<br />
and may also be terminated upon the occurrence of certain stated events. The Underwriters are,<br />
however, obligated to take up and pay for all of the subscription receipts as described above if any of<br />
the subscription receipts are purchased under the Underwriting Agreement. The Company has agreed<br />
to indemnify the Underwriters against certain liabilities, including liabilities under applicable<br />
securities legislation, or to contribute to payments the Underwriters may be required to make in<br />
respect of those liabilities.<br />
The Company has granted to the Underwriters the Over-Allotment Option, which is<br />
exercisable for a period of 30 days from the date of the closing of the Offering, to purchase up to<br />
5,430,000 subscription receipts in respect of Additional Shares on same terms as set forth above,<br />
payable in cash against delivery of one or more certificates evidencing such subscription receipts in<br />
respect of Additional Shares, representing up to 15%% of the Class A Shares offered pursuant to the<br />
Offering. The Over-Allotment Option is exercisable in whole or in part only for the purpose of<br />
covering over-allotments, if any, made by the Underwriters in connection with the Offering and for<br />
market purposes. This Prospectus qualifies the distribution of the Over-Allotment Option and also the<br />
Additional Shares issuable upon exercise of the Over-Allotment Option.<br />
The TSX has conditionally approved the listing of the New Shares (including the Class A<br />
Shares that may be issued upon the exercise of the Over-Allotment Option) on the TSX. Listing on<br />
the TSX is subject to the Company fulfilling all of the listing requirements of the TSX on or before<br />
August 2, 2007.<br />
The Company also intends to apply for admission of the New Shares and the Existing Shares<br />
to trading on Eurolist. Trading on Eurolist of the New Shares and the Existing Shares is expected to<br />
commence on or about July 11, 2007 (the “Euronext Listing Date”) or as soon as possible thereafter.<br />
The New Shares have not been and will not be registered under the 1933 Act or any<br />
applicable state securities laws and may not be offered or sold within the United States absent<br />
registration or pursuant to an applicable exemption from the 1933 Act and exemptions from any<br />
applicable state securities laws. The Underwriters have agreed that, except as permitted by the<br />
Underwriting Agreement and in accordance with applicable laws of the United States, they will not<br />
offer or sell any subscription receipts in respect of Class A Shares or Class A Shares within the United<br />
States. The Underwriting Agreement permits the Underwriters to reoffer and resell subscription
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receipts in respect of Class A Shares purchased by them pursuant thereto to certain qualified<br />
institutional buyers in the United States who are also “qualified purchasers” as defined in Section<br />
2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended, provided that such reoffers<br />
and such resales are made only in accordance with Rule 144A under the 1933 Act (which Rule<br />
provides an exemption from registration under such laws in connection with such reoffers and<br />
resales). This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of<br />
the subscription receipts in respect of Class A Shares or Class A Shares in the United States. In<br />
addition, until 40 days after the commencement of the Offering, an offer or sale of Class A Shares<br />
within the United States by any dealer (whether or not participating in the Offering) may violate the<br />
registration requirements of the 1933 Act unless such offer is made pursuant to an exemption under<br />
the 1933 Act.<br />
Pursuant to policy statements of the Ontario Securities Commission and the Autorité des<br />
marchés financiers (the securities regulator for the Canadian province of Quebéc), the Underwriters<br />
may not, throughout the period of distribution, bid for or purchase subscription receipts in respect of<br />
Class A Shares or Class A Shares. The foregoing restriction is subject to certain exceptions, on the<br />
condition that the bid or purchase is not engaged in for the purpose of creating actual or apparent<br />
active trading in, or raising the price of, the subscription receipts in respect of Class A Shares or<br />
Class A Shares. These exceptions include bids or purchases permitted under the Universal Market<br />
Integrity Rules relating to market stabilization and passive market-making activities and bids or<br />
purchases made for and on behalf of a customer where the order was not solicited during the period of<br />
distribution. The Company has been advised that, under the first-mentioned exception, in connection<br />
with the Offering, the Underwriters may over-allot or effect transactions which stabilize or maintain<br />
the market price of the subscription receipts in respect of Class A Shares or Class A Shares at levels<br />
other than those which might otherwise prevail in the open market. Such transactions, if commenced,<br />
may be discontinued at any time.<br />
The Company and Richard Homburg have agreed not to directly or indirectly issue any Class<br />
A Shares or Class B Shares, securities or other financial instruments convertible into or having the<br />
right to acquire Class A Shares or Class B Shares (other than pursuant to rights or obligations under<br />
securities or instruments outstanding, including the Stock Option Plan, Dividend Reinvestment Plan<br />
or any employee share purchase plan) or enter into any agreement or arrangement under which the<br />
Company or Mr. Homburg acquires or transfers to another, in whole or in part, any of the economic<br />
consequences of ownership of Class A Shares or Class B Shares, whether that agreement or<br />
arrangement may be settled by the delivery of Class A Shares, Class B Shares, or other securities or<br />
cash, or agree to become bound to do so, or disclose to the public any intention to do so, from April 5,<br />
2007 until 90 days after the closing of the Offering, without first obtaining the written consent of<br />
BMO Nesbitt Burns Inc., which consent will not be unreasonably withheld.<br />
Subscriptions for subscription receipts in respect of Class A Shares will be received subject to<br />
rejection or allotment in whole or in part, and the Underwriters reserve the right to close the<br />
subscription books at any time without notice.<br />
BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc. and<br />
HSBC Securities (Canada) Inc. is an affiliate of a Canadian chartered bank that is a lender to the<br />
Company. Consequently, the Company may be considered a ´connected issuer´ of BMONesbitt Burns<br />
Inc., CIBCWorld Markets Inc., RBC Dominion Securities Inc. and HSBC Securities (Canada) Inc.<br />
within the meaning of applicable Canadian securities legislation.<br />
As at June 4, 2007, the Company was indebted to Canadian chartered banks that are affiliates<br />
of CIBC World Markets Inc., RBC Dominion Securities Inc. and HSBC Securities (Canada) Inc.<br />
under mortgage loans of approximately $16.3 million, $3.3 million and $22.4 million, respectively.<br />
The indebtedness is in each case secured by a first ranking mortgage on the property that is financed<br />
under the applicable loan. Affiliates of CIBC World Markets Inc. and RBC Dominion Securities Inc.<br />
are also members of a syndicate of financial institutions that have provided a line of credit to Alexis<br />
Nihon in the amount of approximately $65 million. The indebtedness under the line of credit is
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secured by a second ranking hypothec on two income producing properties of Alexis Nihon. As at<br />
June 4, 2007, approximately $63.6 million was outstanding under the line of credit. An affiliate of<br />
HSBC Securities (Canada) Inc. has also provided an operating line of credit to the Company in the<br />
amount of approximately $10.9 million. The indebtedness under the operating line of credit is secured<br />
by a first ranking security on the assets of the Partnership that is financed through this line of credit.<br />
As at June 4, 2007, approximately $10.9 million was outstanding under the line of credit.<br />
BMO Nesbitt Burns Inc. is an affiliate of a Canadian chartered bank that has entered into the<br />
Credit Agreement with the Company providing for the Bridge Loans to fund the Alexis Nihon<br />
Acquisition (see Paragraph 15.4 “The Alexis Nihon Acquisition—Financing”). As at June 4, 2007, the<br />
principal amount outstanding under the Bridge Loans was approximately $463 million. The Company<br />
will use the net proceeds of this Offering to repay all or a portion of the Bridge Loans. See Chapter 22<br />
“Use of Proceeds of the New Shares”.<br />
Homburg is in compliance with the terms of the agreements governing the loans described<br />
above (including the Credit Agreement) and none of the lenders under such loans waived any material<br />
breach by Homburg of such agreements since their execution. Neither the financial position nor the<br />
value of the security under each loan has changed substantially since the indebtedness under each loan<br />
was incurred.<br />
The decision to distribute the Class A Shares offered under this Prospectus and the<br />
determination of the terms of the distribution were made through negotiations between the Company<br />
and the Underwriters. The lenders under the loans described above did not have any involvement in<br />
such decision or determination, but have been advised of the issuance and its terms. As a result of this<br />
issuance the Underwriters, including BMO Nesbitt Burns Inc., CIBCWorld Markets Inc., RBC<br />
Dominion Securities Inc. and HSBC Securities (Canada) Inc. will receive their respective share of the<br />
Underwriters’ fee.<br />
22. USE OF PROCEEDS OF THE NEW SHARES<br />
The estimated net proceeds to the Company from the sale of the Offer Shares will be<br />
$180,547,500, after the deduction of the Underwriters’ fee of $8,552,250 and expenses of the Offering<br />
payable by the Company totalling $950,250.<br />
If the Over-Allotment Option is exercised in full the estimated net proceeds of the Company<br />
from the sale of the Offer Shares and the Additional Shares will be $207,629,624, after deduction of<br />
the Underwriters´fee of $9,835,087.50 and expenses of the Offering payable by the Company totalling<br />
$1,092788.<br />
The Company will use the net proceeds of the Offering to repay all or a portion of the Bridge<br />
Loan, which was put in place to finance the Alexis Nihon Acquisition. If, at the time of release of the<br />
Escrowed Funds to the Company, the amount outstanding under the Bridge Loans is lower than the<br />
net proceeds of the Offering, the remainder of such net proceeds after repayment of the Bridge Loans<br />
will be used for general corporate purposes. See paragraph 15.4 “The Alexis Nihon Acquisition-<br />
Financing”.<br />
23. SHARE TRADING INFORMATION<br />
ISIN code: CA4368712069<br />
Common Code: 024021564<br />
Amsterdam Security Code: 37116<br />
Eurolist Symbol: HII
24. DISCLOSURE OF INFORMATION<br />
Canada<br />
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The Board of Directors has ultimate responsibility for ensuring that the Company complies<br />
with all its disclosure obligations under Canadian securities law and the rules and regulations of the<br />
TSX. The Board of Directors has assigned this responsibility to its senior executive Officers. The<br />
Chief Executive Officer and Chief Financial Officer are responsible for all regulatory disclosure<br />
requirements and for overseeing the Company’s disclosure practices. In carrying out their<br />
responsibilities, the Chief Executive Officer and Chief Financial Officer are expected to consult with<br />
the Board of Directors or with an appropriate committee appointed by the Board of Directors<br />
mandated with dealing with certain disclosure matters, as deemed necessary or desirable.<br />
Provincial securities legislation in Canada and the applicable rules of the TSX require listed<br />
companies to disclose all material information promptly by issuing a news release and filing within 10<br />
days of any material change a material change report. The Chief Executive Officer and Chief<br />
Financial Officer will determine appropriate industry and company benchmarks to be considered in an<br />
assessment of the materiality of information. Guided by these benchmarks and advice from legal<br />
counsel, the Chief Executive Officer and Chief Financial Officer will use experience and judgement<br />
to determine the timing for public release of material information. The Chief Executive Officer and<br />
Chief Financial Officer are responsible for ensuring appropriate systems, processes and controls for<br />
disclosure and will ensure the proper review and approval of all news releases and core disclosure<br />
documents prior to their release or filing, including the Company's financial statements,<br />
management´s discussion and analysis and Annual Information Form by the Board of Directors or an<br />
appropriate committee of the Board of Directors mandated with such responsibility. The Chief<br />
Executive Officer and Chief Financial Officer will also require review of relevant portions of<br />
disclosure documents by other members of Management, by the Board of Directors or an appropriate<br />
committee of the Board, and by its external auditors and legal counsel as they see fit.<br />
Material information is any information relating to the business and affairs of the Company<br />
that results in, or would reasonably be expected to result in a significant change in the market price or<br />
value of the Company’s issued securities or that would reasonably be expected to have a significant<br />
influence on a reasonable investor’s investment decisions.<br />
Obligations of Shareholders to disclose shareholdings<br />
Under provincial securities laws in Canada, insiders must file insider reports on what is<br />
known as the System for Electronic Disclosure by Insiders, or "SEDI" within 10 days of becoming<br />
insiders disclosing any direct or indirect beneficial ownership of or control or direction over securities<br />
of the reporting issuer as may be required by the regulations. Insiders must also file insider reports<br />
subsequent to participating in any transactions involving its securities. Provincial securities legislation<br />
includes provisions requiring insiders to report all trades in all securities, including the granting of<br />
stock options, the exercise of stock options, purchases of shares from treasury and purchases and sales<br />
of shares in the open market.<br />
Insider reporting obligations apply to the following persons or companies, each of whom are<br />
"insiders" for the purposes of insider reporting obligations set out in provincial securities legislation:<br />
(i) every Director or senior Officer of the Company; (ii) every director or senior Officer of an issuer<br />
that is itself an insider of the Company; (iii) every subsidiary of the Company; (iv) any person or<br />
company that (A) beneficially owns, directly or indirectly, voting securities of the Company, (B)<br />
exercises control or direction over voting securities of the Company, (C) beneficially owns, directly or<br />
indirectly, certain voting securities of the Company and exercises control or direction over certain<br />
other voting securities of the Company, carrying more than 10% of the voting rights attaching to all<br />
voting securities of the Company for the time being outstanding other than voting securities held by<br />
the person or company as underwriter in the course of a distribution; or (v) the Company if it has<br />
purchased, redeemed or otherwise acquired any of its securities, for as long as it holds any of its
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securities, that the Company is not an insider of itself if the securities that it has purchased, redeemed<br />
or otherwise acquired have been cancelled and returned to its authorised by unissued capital.<br />
Where a company becomes an insider of the Company, the Directors and Officers of that<br />
company are deemed to have been insiders of the Company for the previous six months. In addition, if<br />
that company is a reporting issuer, the Directors and senior Officers of the Company are deemed to<br />
have been insiders of that reporting issuer for the previous six months.<br />
Obligations of Shareholders to make a public offer<br />
Subject to limited exemptions, the offer to acquire voting or equity securities of a class of the<br />
Company that together with the securities already held by the offeror, constitutes 20% or more of the<br />
outstanding securities of that class is a "take-over bid" and may require the offeror to make a public<br />
offer for all or part of the outstanding Shares of the Company.<br />
Under the ABCA, an offeror who makes a take-over bid to acquire all the shares of any class<br />
of shares of the Company may have a right of compulsory acquisition (squeeze out right). If within<br />
the time limited in the take-over bid for its acceptance or within 120 days after the date of the takeover<br />
bid, which ever period is the shorter, the bid is accepted by the holders of not less than 90% of<br />
the shares of the class to which the take-over bid relates (other than shares of that class held at the<br />
date of the take-over bid by or on behalf of the offeror), the offeror will be entitled, on compliance<br />
with the detailed provisions of the ABCA, to acquire the shares of that class held by those who did not<br />
accept the offer. The provisions of the ABCA provide a mechanism for those dissenting offerees who<br />
comply with the strict notice and timing provisions set forth therein to elect to demand payment of,<br />
and or by a person who acquires from an offeree a share for which the take-over bid was made (each<br />
a “dissenting offeree”) to apply to the court in Alberta to fix, the fair value of the shares if they do not<br />
think that the offer price offered represents the fair value. Any judicial determination of fair value<br />
could be more or less than the price offered pursuant to the take-over bid.<br />
Obligation of company to prepare and file certain documentation<br />
In addition to preparing and filing audited consolidated financial statements and<br />
management's discussion & analysis with securities regulators and on SEDAR, the Company is<br />
mandated under provincial securities laws in Canada to prepare and file on an annual basis, for the<br />
benefit of all Shareholders and potential investors, an annual information form, and a copy of any<br />
Management information circular which was sent to Shareholders in connection with the solicitation<br />
of proxies for a meeting of Shareholders. Both of these documents have a prescribed form with which<br />
the Company complies.<br />
The Company also has an obligation under securities laws to prepare and file with the<br />
securities regulators and on SEDAR, a business acquisition report setting out key information with<br />
respect to significant acquisitions made by the Company and a report outlining the voting results of<br />
any resolution that was placed before the Shareholders at an annual general or special meeting of<br />
Shareholders and to file on an ongoing basis a copy of any disclosure material that the Company<br />
sends to Shareholders, any document affecting the rights of Shareholders and a copy of any contract<br />
that the Company or any of its Subsidiaries is a party to, other than a contract entered into in the<br />
ordinary course of business, that is material to the Company.<br />
The Netherlands<br />
Disclosure of inside information<br />
As the Company is listed on Eurolist, the Company is obliged to disclose without delay any<br />
inside information pursuant to the Financial Supervision Act. A company may decide to postpone the<br />
disclosure of inside information, provided that (i) such postponement serves a legitimate interest, (ii)<br />
as a result of the postponement the public will not be misled and (iii) the company can safeguard the
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confidentiality of the inside information. Insider information is information that is specific and<br />
pertains directly or indirectly to the Company or its securities or the trading thereof and that (a) has<br />
not been made public and (b) where disclosure could have a significant effect on the price of the<br />
securities in question or derivatives of those securities.<br />
Insider transactions disclosure obligations<br />
Pursuant to the Financial Supervision Act, which incorporates the Act of 23 June 2005 (Wet<br />
Marktmisbruik) implementing the Market Abuse Directive 2003/6/EC and related Commission<br />
Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, members of the Board of Directors and any<br />
other person discharging day-to-day (co)managerial responsibilities or having the authority to make<br />
decisions affecting the future developments of the Company and business prospects and who have<br />
regular access to inside information relating, directly or indirectly, to the Company (“person“), are<br />
required to notify the <strong>AFM</strong> of the existence of transactions conducted on their own account relating to<br />
the shares of the Company or in securities which value is determined by the value of its shares.<br />
Any persons designated by the governmental decree pursuant to the Financial Supervision<br />
Act dated 12 October 2006 (Besluit Marktmisbruik Wft) who are closely associated with the<br />
Company’s members of the Board of Directors (as described above), are also required to notify the<br />
<strong>AFM</strong> of the existence of any transactions conducted on their own account relating to its shares or<br />
securities which value is determined by the value of its Class A Shares. The decree pursuant to the<br />
Financial Supervision Act dated 12 October 2006 determines the following categories of persons: (i)<br />
the spouse or any partner considered by national law as equivalent to the spouse, (ii) dependent<br />
children, (iii) other relatives who have shared the same household for at least one year at the relevant<br />
transaction date, (iv) any legal person, trust or partnership, amongst other things, whose managerial<br />
responsibilities are discharged by a person referred to under (i), (ii) or (iii) above.<br />
The <strong>AFM</strong> must be notified of transactions relating to the Class A Shares or securities which<br />
have a value that is determined by the value of its shares within five days following the transaction<br />
date. Notification may be postponed until the date when the value of the transactions amounts to<br />
€5,000 or more per calendar year.<br />
The Company is also required to have a code of conduct in respect of the reporting and<br />
regulation of transactions in its securities and to draw up a list of persons working for the Company,<br />
under a contract of employment or otherwise, who could have access to inside information, to<br />
regularly update this list of persons and to inform persons on this list about the relevant prohibitions<br />
and sanctions in respect of insider knowledge (voorwetenschap) and market abuse.<br />
Obligations of Shareholders to disclose shareholdings<br />
A person should notify the <strong>AFM</strong> again when his substantial holding consequently reaches,<br />
exceeds or falls below a threshold. This can be caused by the acquisition or disposal of shares by the<br />
shareholder or because the issued capital of the issuing institution is increased or decreased.<br />
Thresholds are: 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% en 95%.<br />
Obligations of Shareholders to make a public offer<br />
Currently no mandatory offer rules exist in the Netherlands. The law implementing the<br />
Takeovers Directive is expected to come into force in the course of 2007. The present draft of the law<br />
defines 30% of the issued capital or the voting rights as control over a public company, triggering the<br />
obligation to make a public bid except in certain circumstances.
25. MARKET REGULATION<br />
Canada<br />
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There is no national or federal securities regulator in Canada. Each province and territory has<br />
its own securities commission or similar regulatory authority. The Company is a "reporting issuer" or<br />
equivalent in all provinces and territories of Canada where such status exists. The TSX is owned and<br />
operated by TSX Group Inc., a public company incorporated in Ontario, Canada. Market Regulation<br />
Services Inc. is the market regulation services provider for Canadian equity markets, including the<br />
TSX.<br />
The Netherlands<br />
The market regulator in the Netherlands is the <strong>AFM</strong>, insofar as the supervision of market<br />
conduct is concerned. The <strong>AFM</strong> has supervisory powers with respect to the application of takeover<br />
regulations. It also supervises the financial intermediaries (such as credit institutions and investment<br />
institutions) and investment advisers.<br />
Pursuant to the implementation of the Prospectus Directive 2003/71/EC in the Netherlands on<br />
July 1, 2005, the <strong>AFM</strong> is the competent authority for approving all prospectuses published for<br />
offering of securities and admission to trading on Eurolist. Due to the implementation of the Market<br />
Abuse Directive and related Commission Directives on October 1, 2005, the <strong>AFM</strong> has assumed the<br />
supervisory powers of Euronext with respect to publication of inside information by listed companies.<br />
As an investment institution, the Company is subject to supervision by the <strong>AFM</strong>. However,<br />
for regulations concerning financial safeguards, the Company is under the supervision of the Dutch<br />
Central Bank (De Nederlandsche Bank N.V. (“DNB”)). The management of the Company and the<br />
publication of information are also under supervision of the DNB, for as far as necessary for the<br />
supervision regarding the financial safeguards.<br />
The Dutch Financial Supervision Act and the rules promulgated thereunder provide for<br />
requirements to the equity to be maintained, expertise and trustworthiness of management,<br />
administrative organisation and internal control systems to prevent, among other things, conflict of<br />
interests and to facilitate adequate supervision.<br />
26. CERTAIN FEDERAL <strong>INC</strong>OME TAX CONSIDERATIONS<br />
Introduction<br />
In the opinion of Osler, Hoskin & Harcourt LLP and McCarthy Tétrault LLP, the following<br />
general summary describes, as of the date of this Prospectus, the principal Canadian federal income<br />
tax considerations of acquiring holding or disposing of Class A Shares pursuant to the Tax Act<br />
generally applicable to a purchaser of Class A Shares pursuant to the Offering who, for purposes of<br />
the Tax Act, at all relevant times, is resident or deemed to be resident in Canada, holds the Class A<br />
Shares as capital property and deals at arm’s length with Homburg and is not affiliated with Homburg<br />
nor with any person not dealing at arm’s length with Homburg. Generally, the Class A Shares will be<br />
considered to be capital property to a holder provided the holder does not hold the Class A Shares in<br />
the course of carrying on a business and has not acquired them in one or more transactions considered<br />
to be an adventure in the nature of trade.<br />
Certain holders who might not otherwise be considered to hold their Class A Shares as capital<br />
property may, in certain circumstances, be entitled to have the Class A Shares and other “Canadian<br />
Securities” (as defined in the Tax Act) be treated as capital property by making the irrevocable<br />
election permitted by subsection 39(4) of the Tax Act.
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This summary is not applicable to a holder that is either a “financial institution” (as defined in<br />
the Tax Act for purposes of the mark-to-market rules), a “specified financial institution”, or a holder<br />
an interest in which is a “tax shelter investment” (all as defined in the Tax Act). Any such holder<br />
should consult its own tax advisor with respect to an investment in the Securities.<br />
This summary is based upon the facts set out in this Prospectus, the provisions of the Tax Act<br />
in force as of the date of this Prospectus, Osler, Hoskin & Harcourt LLP and McCarthy Tétrault<br />
LLP´s understanding of the current published administrative and assessing practices of the CRA and<br />
the proposed amendments of the Tax Act. No assurance can be given that the CRA will not change its<br />
administrative or assessing practices or that the proposed amendments will be enacted as currently<br />
proposed or at all. Except for the proposed amendments, this summary does not take into account or<br />
anticipate any changes in law or in the administrative or assessing policies of the CRA, whether by<br />
legislative, governmental or judicial decision or action, nor does it take into account provincial,<br />
territorial or foreign tax considerations, which may differ significantly from those discussed herein.<br />
This summary is of a general nature only and is not exhaustive of all possible Canadian<br />
federal income tax consequences of acquiring, holding or disposing of the Class A Shares.<br />
Accordingly, this summary is not intended to be, nor should it be construed to be, legal or tax advice<br />
to any purchaser of Class A Shares. Consequently, purchasers of Class A Shares should consult their<br />
own tax advisors for advice with respect to the tax consequences to them, having regard to their<br />
particular circumstances.<br />
Canadian Resident Holders of Class A Shares<br />
Dividends<br />
The following applies to holders who are resident of Canada for the purposes of the Tax Act.<br />
Dividends received or deemed to be received on the Class A Shares by a holder who is an<br />
individual other than certain trusts will be included in computing the holder’s income subject to the<br />
gross-up and dividend tax credit rules normally applicable under the Tax Act to taxable dividends<br />
received from taxable Canadian corporations. A dividend will be eligible for the enhanced gross-up<br />
and dividend tax credit if the paying corporation designates the dividend as an “eligible dividend”.<br />
There may be limitations on the ability of a corporation to designate dividends as eligible dividends.<br />
Taxable dividends received by an individual, or certain trusts, may give rise to alternative<br />
minimum tax under the Tax Act, depending on the individual’s circumstances. Dividends received or<br />
deemed to be received on the Class A Shares by a holder that is a corporation will be included in the<br />
corporation’s income and will generally be deductible in computing its taxable income. Certain<br />
corporations, including “private corporations” or “subject corporations” (as such terms are defined in<br />
the Tax Act) may be liable to pay a refundable tax under Part IV of the Tax Act, at the rate of 33 1⁄3%<br />
of the dividends received or deemed to be received on the Class A Shares to the extent that such<br />
dividends are deductible in computing taxable income.<br />
Disposition of Class A Shares<br />
The disposition or deemed disposition of the Class A Shares by a holder will generally result<br />
in a capital gain (or loss) equal to the amount by which the proceeds of disposition exceed (or are<br />
exceeded by) the aggregate of the holder’s adjusted cost base thereof and any reasonable costs of<br />
disposition. The cost to a holder of a Class A Share acquired on the exchange of a subscription receipt<br />
will be the amount paid by that holder for the subscription receipt. The adjusted cost base of a<br />
holder’s Class A Shares will be determined by averaging the cost of Class A Shares acquired on the<br />
exchange of subscription receipts with the adjusted cost base of other Class A Shares, if any, held by
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the holder as capital property at the time of the exchange. See “Taxation of Capital Gains and Capital<br />
Losses” below.<br />
Taxation of Capital Gains and Capital Losses<br />
Generally, a holder of a security is required to include in computing its income for a taxation<br />
year one-half of the amount of any capital gain (the “taxable capital gain”). A holder of a security may<br />
deduct one-half of the amount of any capital loss (the “allowable capital loss”) realized in a taxation<br />
year from taxable capital gains realized by the holder in such year, subject to and in accordance with<br />
rules contained in the Tax Act. Any allowable capital losses in excess of taxable capital gains for the<br />
year of disposition generally may be carried back up to three taxation years or carried forward<br />
indefinitely and deducted against taxable capital gains in such other years to the extent and under the<br />
circumstances described in the Tax Act. Any capital loss resulting from the disposition of Class A<br />
Shares may, in certain circumstances, be reduced by the amount of dividends previously received or<br />
deemed to be received on Class A Shares, to the extent and under the circumstances described in the<br />
Tax Act.<br />
Capital gains realized by a holder of a security who is an individual or trust, other than certain<br />
specified trusts, may give rise to alternative minimum tax under the Tax Act.<br />
A holder of a security that is a “Canadian-controlled private corporation” (as defined in the<br />
Tax Act), may be liable to pay an additional refundable tax of 6 2⁄3% on some types of income,<br />
including interest and taxable capital gains, and possibly the dividend equivalent amount.<br />
Taxation in the Netherlands<br />
General<br />
This tax paragraph contains a general overview of the Netherlands tax consequences of the<br />
holding of the Class A Shares of the Company listed on the Eurolist and the TSX by shareholders, tax<br />
resident in the Netherlands. Where this paragraph uses the term tax resident of the Netherlands, this<br />
includes people tax resident in the Netherlands by fiction and persons who have opted for tax<br />
treatment as a Dutch resident of the Netherlands.<br />
This tax paragraph does not discuss all the tax consequences that may be relevant to the<br />
shareholders in the light of their particular circumstances or to shareholders who are subject to special<br />
treatment under applicable law, nor is it intended to cover all categories of investors. More explicitly,<br />
it does not describe the possible tax consequences for shareholders who are not tax resident in the<br />
Netherlands.<br />
Shareholders should therefore consult their tax advisors regarding their individual<br />
particular tax consequences of the merger and the holding of the Class A Shares.<br />
This tax paragraph is based on the confirmation by Management of the Company that the<br />
Company is not tax resident in the Netherlands, and is tax resident in Canada.<br />
The tax paragraph is based on the Dutch laws of 2007, applicable at the date of this<br />
Prospectus. These laws are subject to change, sometimes with retroactive effect. Changes in the<br />
applicable laws may invalidate this tax paragraph and this tax paragraph will not be updated to reflect<br />
such subsequent changes. In this tax paragraph, Dutch legal concepts are expressed in English terms<br />
and not in their original Dutch terms. Where indicated in italics, Dutch equivalents of such English<br />
terms have been given.
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Individual income tax consequences for individuals tax resident in the Netherlands<br />
Income and capital gains from the Class A Shares may be subject to taxation as “income from<br />
work and dwelling” (inkomsten uit werk en woning, “Box I”), “income from a substantial interest”<br />
(inkomen uit aanmerkelijk belang, “Box II”) or “income from savings and investment” (inkomen uit<br />
sparen en beleggen, “Box III”).<br />
Box I. Income and capital gains derived from the Class A Shares are taxable in Box I at<br />
progressive rates up to 52% if they form part of the “profit from an enterprise” (winst uit een<br />
onderneming) of the Shareholder or part of the “taxable result from miscellaneous activities”<br />
(resultaat uit overige werkzaamheden) as defined in the Income Tax Act 2001 (Wet<br />
inkomstenbelasting 2001)). The income and capital gains from the Class A Shares qualify as profit<br />
from an enterprise if the Class A Shares are attributable to the assets of an enterprise from which the<br />
Shareholder derives profits as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net<br />
worth of such enterprise other than as an entrepreneur or a Shareholder.<br />
Box II. If income and capital gains derived from the Class A Shares are not subject to taxation<br />
in Box I, and if the Shareholder has a “substantial interest” in the Company, then such income and<br />
capital gains are taxable at a rate of 25% (please note that for the year 2007 a reduced rate of 22%<br />
applies on the first € 250,000 substantial interest income).<br />
A Shareholder has a “substantial interest” in the Company if such holder, alone or together<br />
with his partner has, or if certain relatives of the Shareholder or his partner have, directly or indirectly:<br />
• the ownership of, or certain rights over, any class of shares representing at least 5% of<br />
the total issued and outstanding share capital or of any class of Shares;<br />
• rights to directly or indirectly acquire any class of Shares, whether or not already<br />
issued, representing at least 5% of the total issued and outstanding share capital or of<br />
any class of Shares; and<br />
• profit-sharing certificates for at least 5% of the annual profit or at least 5% of the<br />
liquidation proceeds.<br />
Special provisions apply in specific situations, such as to Class A Shares used to form a part<br />
of a substantial interest.<br />
Box III. If the income and capital gains derived from the Class A Shares are not subject to<br />
taxation in Box I or II, then tax is imposed on the “fictitious yield” of the Class A Shares under the<br />
rules of Box III. The “fictitious yield” is calculated as 4% of the average net value of the assets and<br />
liabilities (including the Class A Shares) that are taxed under the rules of Box III, as measured at the<br />
beginning and end of every calendar year. The tax rate on the “fictitious yield” is 30%.<br />
Canadian tax withheld on dividend distributions on Shares held by individuals resident in the<br />
Netherlands - to the extent such withholding is allowed under the Canada-Netherlands Income Tax<br />
Convention - can in principle be credited against Netherlands individual income tax.<br />
Corporate income tax consequences for entities tax resident in the Netherlands<br />
The entities tax resident in the Netherlands subject to Dutch corporate income tax are:<br />
• public limited liability companies, private limited liability companies and other<br />
companies the capital of which is entirely or partly divided into shares;<br />
• cooperatives and cooperative societies;
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• mutual insurance companies and associations that operate as insurer or credit<br />
institution on a mutual basis;<br />
• any association and other legal entity not mentioned above (unless of a public law<br />
nature), if and to the extent they carry on an enterprise;<br />
• mutual funds; and<br />
• specified enterprises of public corporations.<br />
In general, entities resident in the Netherlands are subject to taxation on any (deemed) income<br />
or capital gains from the Class A Shares. The rate of corporate income tax is 25.5 %, with a rate of<br />
20.0% applying to the first €25,000 of taxable profits and a rate of 23.5% applying to the second €<br />
35,000 of taxable profits. The tax consequences for corporate entities which are not subject to, or<br />
which are exempt from corporate income tax are not discussed in this tax paragraph.<br />
Income and capital gains from the Class A Shares are generally exempt from corporate<br />
income tax under the “participation exemption” if the entity holds at least 5% of the nominal paid-up<br />
share capital and a number of other requirements are met, e.g.:<br />
- the assets of the company do not directly or indirectly, predominantly consist (more than<br />
50%) of free portfolio investments or<br />
- the consolidated (taking into account only shareholdings of at least 5% and taking into<br />
account fair market values) assets of the company consist for at least 90% of immovable<br />
property or<br />
- the effective tax on profits rate due of the company, calculated in accordance with Dutch tax<br />
rules, is at least 10%.<br />
Canadian tax withheld on dividend distributions on shares held by entities resident in the<br />
Netherlands – insofar as such withholding is allowed under the Canada-Netherlands Income Tax<br />
Convention - can in principle be credited against Netherlands corporate income tax, unless the<br />
dividend income is exempt from Netherlands corporate income tax.<br />
Other tax consequences<br />
Gift tax and inheritance tax<br />
Gift and inheritance tax (recht van successie, recht van schenking and recht van overgang) is<br />
levied from the donee or heir. Generally, gift and inheritance tax is due if the Class A Shares form<br />
part of a gift or inheritance from a tax resident in the Netherlands (individual or legal entity). No tax is<br />
generally due if the Class A Shares form part of a gift or inheritance from a non-resident, unless an<br />
exception applies, such as if the donor or deceased was a tax resident in the Netherlands within a<br />
certain period prior to the gift or inheritance. Tax may also become due where the Class A Shares are<br />
attributable to a Dutch permanent establishment or permanent representative of the deceased or donor.<br />
Value added tax<br />
Share transactions are normally exempt from value added tax. Value added tax is not due on<br />
the issuance of Class A Shares, on dividends or other similar payments, such as repayment of capital.<br />
Other taxes and duties<br />
No Dutch capital duty or other Netherlands taxes or duties will be due by or on behalf of a<br />
holder of Class A Shares in respect or in connection with the sale and transfer of Class A Shares or in
- 132 -<br />
respect of any contribution or deemed contribution to the share capital of the Company.<br />
Residence<br />
A holder of the ordinary shares will not become or be deemed to become a resident of the<br />
Netherlands solely by reason of holding the ordinary shares.<br />
27. DUTCH COLLECTIVE <strong>INVEST</strong>MENT SCHEMES LICENSE<br />
Currently, the Company is operating in Canada, United States, the Netherlands and Germany.<br />
The Company is licensed to operate as an investment institution (“beleggingsinstelling”) as referred to<br />
in Article 2:65 of the Financial Supervision Act. Its licence to operate as an investment institution<br />
pursuant to the Financial Supervision Act is available for inspection at its office (located in Halifax)<br />
and can be downloaded from www.homburginvest.com. Anyone may request a printed copy of the<br />
licence, which will be provided free of charge. As an investment institution, the Company is subject to<br />
supervision by the <strong>AFM</strong>. Homburg complies with the Financial Supervision Act and all rules<br />
promulgated thereunder.<br />
28. AUDITORS, TRANSFER AGENT AND REGISTRAR<br />
The Company’s auditors are Grant Thornton LLP at its offices located at 2000 Barrington<br />
Street, Suite 1100 Cogswell Tower, Halifax, Nova Scotia, B3J 3K1.<br />
The transfer agent and registrar for the Company’s shares is CIBC Mellon Trust Company at<br />
its offices located at 1660 Hollis Street, Centennial Building, 4th Floor, Halifax, Nova Scotia, B3J<br />
1V7.<br />
29. MATERIAL CONTRACTS<br />
The material contracts entered into or to be entered into by Homburg in connection with the<br />
Offering and the Offer for Alexis Nihon are as follows:<br />
(a) the Underwriting Agreement referred to in Chapter 21 “Plan of Distribution of the New<br />
Shares”;<br />
(b) the Support Agreement referred to in Chapter 15 “The Alexis Nihon Acquisition”;<br />
(c) the Cominar Asset Sale Agreement referred to in Chapter 15 “The Alexis Nihon<br />
Acquisition”.<br />
A copy of each of the foregoing agreements is or will be available electronically on SEDAR<br />
at www.sedar.com. Copies of the documents may also be obtained on request without charge from the<br />
Secretary of Homburg Invest Inc. at Suite 600, 1741 Brunswick Street, Halifax, Nova Scotia, B3J<br />
3X8 (telephone: +1 902 468-3395).
30. INTEREST OF EXPERTS<br />
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Certain legal matters relating to the Class A Shares has been passed upon at the date of<br />
closing of the Offering on behalf of the Company by Osler, Hoskin & Harcourt LLP and on behalf of<br />
the Underwriters by McCarthy Tétrault LLP. The partners and associates of Osler, Hoskin & Harcourt<br />
LLP, as a group, and the partners and associates of McCarthy Tétrault LLP, as a group, own, directly<br />
or indirectly, less than 1% of the outstanding Class A Shares.<br />
At the date hereof, partners of Grant Thornton LLP, the auditors of the Company, own,<br />
directly or indirectly, less than 1% of the Class A Shares.<br />
31. PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION<br />
Securities legislation in certain of the provinces and territories of Canada provides purchasers<br />
with the right to withdraw from an agreement to purchase securities. This right may be exercised<br />
within two business days after receipt or deemed receipt of a prospectus and any amendment. In<br />
several of the provinces and territories, the securities legislation further provides a purchaser with<br />
remedies for rescission, or, in some jurisdictions, damages if the prospectus and any amendment<br />
contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for<br />
rescission or damages are exercised by the purchaser within the time limit prescribed by the securities<br />
legislation of the purchaser’s province or territory. The purchaser should refer to any applicable<br />
provisions of the securities legislation of the purchaser’s province or territory for the particulars of<br />
these rights or consult with a legal adviser.
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32. INDEX TO FINANCIAL STATEMENTS<br />
33. Consent of Grant Thornton LLP<br />
34. Audited Consolidated Annual Financial Statements of Homburg for the Financial Year Ended<br />
December 31, 2006, prepared in accordance with Canadian GAAP<br />
35. Audited Consolidated Annual Financial Statements of Homburg for the Financial Year Ended<br />
December 31, 2006 and 31 December 2005, prepared in accordance with IFRS<br />
36. Unaudited Consolidated Interim Financial Statements of Homburg, 31 March 2007,<br />
prepared in accordance with Canadian GAAP<br />
37. Management´s Discussion and Analysis of Operations and Financial Condition of Homburg,<br />
Three Months ended March 31, 2007, prepared in accordance with Canadian GAAP<br />
38. Unaudited Consolidated Interim Financial Statements of Homburg, 31 March 2007,<br />
prepared in accordance with IFRS<br />
39. Audited Consolidated Financial Statements of Alexis Nihon for the Years ended December<br />
31, 2006 and 2005, prepared in accordance with Canadian GAAP<br />
40. Schedule of Selected Financial Information of Alexis Nihon for the year ended December 31,<br />
2006 and the Three-Month Period Ended March 31, 2007<br />
41. Unaudited Consolidated Interim Financial Statements of Alexis Nihon, 31 March 2007,<br />
prepared in accordance with Canadian GAAP<br />
42. Unaudited Pro Forma Combined Financial Statements of Homburg for the Year ended<br />
December 2006 and the Three-Month Period ended March 31, 2007
- 135 -<br />
33. CONSENT OF GRANT THORNTON LLP<br />
We have read the prospectus of Homburg Invest Inc. (the “Company”) dated July 5, 2007 relating<br />
to the listing of Class A Subordinated Voting Share of the Company on the Eurolist by Euronext<br />
Amsterdam. We have complied with Canadian generally accepted standards for an auditor’s<br />
involvement with offering documents.<br />
We consent to the incorporation by reference in the above-mentioned prospectus of our auditor’s<br />
report to the shareholders of the Company on the consolidated balance sheets of the Company as at<br />
December 31, 2005 and 2004, and the consolidated statements of earnings, retained earnings and<br />
cash flows for each of the years in the two-year period ended December 31, 2005 prepared in<br />
accordance with Canadian generally accepted accounting principles. Our report is dated February<br />
21, 2006.<br />
We consent to the incorporation by reference in the above-mentioned prospectus of our auditor’s<br />
report to the shareholders of the Company on the consolidated balance sheets of the Company as at<br />
December 31, 2005 and 2004, and the consolidated statements of earnings, changes in equity and<br />
cash flows for each of the years in the two-year period ended December 31, 2005 prepared in<br />
accordance with International Financial Reporting Standards. Our report is dated February 21,<br />
2006.<br />
We consent to the inclusion in the above-mentioned prospectus of our auditor’s report to the<br />
shareholders of the Company on the consolidated balance sheets of the Company as at December<br />
31, 2006 and 2005, and the consolidated statements of earnings, deficit and cash flows for each of<br />
the years in the two-year period ended December 31, 2006 prepared in accordance with Canadian<br />
generally accepted accounting principles. Our report is dated March 5, 2007.<br />
We also consent to the inclusion in the above-mentioned prospectus of our auditor’s report to the<br />
shareholders of the Company on the consolidated balance sheets of the Company as at December<br />
31, 2006 and 2005, and the consolidated statements of earnings, changes in equity and cash flows<br />
for each of the years in the two-year period ended December 31, 2006 prepared in accordance with<br />
International Financial Reporting Standards. Our report is dated March 5, 2007.<br />
Halifax, Nova Scotia<br />
July 5, 2007 Chartered Accountants
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(signed) GRANT THORNTON LLP
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(signed) GRANT THORNTON LLP
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36. UNAUDITED CONSOLIDTATED INTERIM FINANCIAL STATEMENTS OF<br />
<strong>HOMBURG</strong>,3I MARC}I2007, PREPARED IN ACCORDANCE \ryITH<br />
CANADIAN GAAP
- 184 -<br />
Homburg Invest Inc.<br />
Consolidated Interim Financial Statements<br />
Canadian GAAP<br />
(Unaudited - Prepared by Management)<br />
March 31,2007
Contents<br />
Consolidated Interim Balance Sheet<br />
- 185 -<br />
Consolidated lnterim Statement of Earnings<br />
Consolidated Interim Statement of Comprehensive lncome<br />
Consolidated lnterim Statement of Accumulated Other<br />
Gomprehensive Income (Loss)<br />
Gonsolidated Interim Statement of (Deficit) Retained Eamings<br />
Consolidated lnterim Statement of Cash Flows<br />
Notes to Canadian GAAP Consolidated Interim Financial Statements
Homburg Invest Inc.<br />
Consolidated Interim Balance Sheet<br />
(Unaudited - Prepared by Management)<br />
ICAD $ thousands except per share amounts)<br />
March 31<br />
2997<br />
December 31<br />
2006<br />
(Audited)<br />
Assets<br />
Investment properties (Note 6)<br />
$ 1,752,957 $ 1,696,295<br />
Development properties (Note 7)<br />
292,347<br />
257,134<br />
Long term investments (Note 11)<br />
140,421<br />
48,1 90<br />
Intangible assets (Note 9)<br />
48,603<br />
46,976<br />
Restricted cash (Note 8)<br />
45,653<br />
20,892<br />
Cash and cash equivalents<br />
40,303<br />
66,743<br />
Receivables and other (Note 10)<br />
37,465<br />
57,799<br />
Currency guarantee receivable (Note 12)<br />
3.686<br />
s 2.361.435<br />
3.483<br />
$_2jw-ín<br />
Llabllities<br />
Long term debt (Note l2)<br />
Accounts payable and other liabilities (Note 14)<br />
Construction financing (Note 13)<br />
Future income taxes (Note 16)<br />
Derivative instrument liabili$ (Note 17)<br />
lntangible liabilities (Note 9)<br />
Shareholders' Equity (Note 15)<br />
Commitments (Note 20)<br />
Contingent liabilities (Note 25)<br />
Indemnities (Note 26)<br />
Subsequent events (Note 27)<br />
Approved by the Board, MaY 10, 2007<br />
"Signed"<br />
Richard Homburg, Phzn., D. Comm'<br />
Director<br />
"Signed"<br />
- 186 -<br />
Edward P. Ovsenny<br />
Director<br />
$ I,645,014<br />
202,812<br />
91,151<br />
53,941<br />
1,423<br />
_. 684<br />
1.995.025<br />
366.410<br />
$13!l4l!<br />
$ 1,599,780<br />
135,576<br />
91,201<br />
53,095<br />
2,180<br />
732<br />
1.882.564<br />
314.948,<br />
$:ugl.5n<br />
See accompanying notes lo these consolidated interim financial statements prepared under Canadian GMP.<br />
Interim Finaniialltatements prepared under International Financial Reporting Standards are also available.
Homburg Invest Inc.<br />
Consolidated lnterim Statement of Earnings<br />
Three Months Ended March 3l<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
Property revenue<br />
Sale of properties developed for resale<br />
Dividend income and distributions<br />
Gain on fair value increase in investments<br />
Other income<br />
Gain on derivative instrument<br />
Gain on sale of assets<br />
lnterest on long term debt<br />
Cost of sale of properties developed for resale<br />
Depreciation and amortization<br />
Property operating expenses<br />
General and administrative<br />
Earnings before income taxes<br />
Income taxes (Note 16)<br />
Net earnings<br />
Eamings per share (Note l9)<br />
Basic<br />
Class A Subordinate voting<br />
Class B MultiPle voting<br />
Diluted<br />
Class A Subordinate voting<br />
Class B MultiPle voting<br />
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ZOOT 2006<br />
$ 40,036 $<br />
15,948<br />
17,585<br />
l,ggg<br />
2,252<br />
1,375<br />
f ,25E<br />
829<br />
757<br />
376 .<br />
62.596<br />
1,670<br />
7.798<br />
29.257<br />
23,033<br />
13,523<br />
7,811<br />
4,216<br />
-. 1.912<br />
50.495<br />
12,101<br />
3.499<br />
$_9.602<br />
$4.02<br />
s0.07<br />
$0.92<br />
$!.07<br />
8,949<br />
3,607<br />
3,330<br />
1j62<br />
17.048<br />
12,209<br />
3,766<br />
$___9J43<br />
See accompanying notes to these consolidated interim tinancial statements prepared under Canadian GAAP.<br />
lnterim Financialltatements prepared under International Financial Reporting Standards are also available.<br />
$0.10<br />
$9.19<br />
$949<br />
$0.09
Homburg Invest lnc.<br />
Gonsolidated Interim Statement of Comprehensive Income<br />
Three Months Ended March 31<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts) - -<br />
Net lncome<br />
Other comprehensive income (loss)<br />
Unrealized foreign currency translation<br />
gains and losses<br />
Gains and losses on financial instruments<br />
designated as hedges of self<br />
sustaining foreign oPerations<br />
Other comprehensive income (loss)<br />
Comprehensive income<br />
Consotidated Interim Statement of Accumulated Other<br />
Comprehens¡ve Income (Loss)<br />
Three Months Ended March 3l<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
Accumulated other comprehensive income (loss)'<br />
beginning of period<br />
Other comprehensive íncome (loss)<br />
Accumulated other comprehens¡ve income (loss)'<br />
end of period<br />
Consolidated Interim Statement of (Deficit)<br />
Retained Earnings<br />
Three Months Ended March 3l<br />
(t]1ry!i!90 - Prepared by Manasement)<br />
(CAD $ thousands except per share amounts)<br />
(Deficit) retained eamings, beginning of period<br />
As previously reportec<br />
Change in accounting policy (Note 3)<br />
(Deficit) retained earnings, as restated<br />
Net income<br />
Dividends<br />
(Deficit) retained earnings, end of period<br />
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zo't 2006<br />
$ 8.602 $ 8.443<br />
(66)<br />
, (106)<br />
(721<br />
$ - 8.430<br />
2,487<br />
2OO7 2006<br />
zooT 2006<br />
(3,305) $ 4,989<br />
(4.785)<br />
2.487<br />
$__lq.g3o<br />
î 6,177 $ (17,408)<br />
H72l 2.487<br />
$ 6.005 $ (14,921)<br />
:-<br />
(8,090) 4,989<br />
8,602 8,443<br />
(23.2e1) (10,667)<br />
$_JAlEl $-- 27q0<br />
See accompanying notes to these c.onsolidated interim financial statements prepared under Canadian GMP.<br />
Interim Firianóal latements prepared under International Financial Report¡ng Standards are also available.
Homburg Invest lnc.<br />
Gonsolidated Interim Statement of Cash Flows<br />
Three Months Ended March 3l<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts) 2007 2006<br />
Cash obtained from (used for)<br />
Operatlng activltles<br />
Net eamings<br />
Items not affecting cash:<br />
Gain on sale of assets<br />
Gain on derivative instrument<br />
Depreciation and amortization<br />
Deferred rental income<br />
Future and caPital income taxes<br />
Fair value change in financial ¡nstruments<br />
Foreign exchange gain<br />
Change in non-cash working capital (Note 21)<br />
Net cash from operating activities<br />
Investlng activitles<br />
lnvestment in investment properties<br />
Proceeds on sale of investment properties<br />
Decrease (increase) in restricted cash<br />
Receipt of funds on dePosit<br />
Purchase of long term investments<br />
Increase in intangibles<br />
Proceeds on sale of develoPment<br />
properties<br />
Investment in development properties<br />
Net cash used in investing activities<br />
Flnanclng activlties<br />
lncrease in demand loans<br />
Decrease in mortgages PaYable<br />
Increase in mortgages PaYable<br />
Proceeds from bonds<br />
lncrease in deferred financing charges<br />
Decrease in related party receivable<br />
lssue of common shares<br />
Dividends Paid<br />
Increase (decrease) in construction financing<br />
Net cash from financing activities<br />
Decrease in cash and cash equivalents<br />
Gash and cash equivalents, beglnning of perlod<br />
Gash and cash equivalents, end of perlod<br />
Supplemental cash flow information (Note 21)<br />
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8,602 $<br />
(376)<br />
(7571<br />
8,012<br />
(3,3271<br />
1,459<br />
12,2521<br />
(138)<br />
11,223<br />
fi.309)<br />
9.914<br />
(5,936)<br />
1,090<br />
(24,7611<br />
17,100<br />
(96,443)<br />
_ (29.236)<br />
ll 38.r 86)<br />
54,467<br />
(5,905)<br />
25,961<br />
{1,641)<br />
1,278<br />
36,744<br />
(9,022)<br />
t50)<br />
101.832<br />
(26,440)<br />
66.743<br />
$___49,303<br />
8,443<br />
(7,7e8)<br />
(1,670)<br />
3,607<br />
(208)<br />
2,712<br />
5,086<br />
1.377<br />
6.46,.3<br />
(44,855)<br />
32,342<br />
(7,640)<br />
(2,077)<br />
43,538<br />
ß2.882)<br />
(61.574)<br />
20,722<br />
(e,627)<br />
32,704<br />
't12<br />
1,596<br />
639<br />
(2,973)<br />
_ 9.725<br />
52,898<br />
(2,213)<br />
34.185<br />
s 31.972<br />
See accompanying notes to these consolidated interim financial statements prepared under Canadian GAAP.<br />
lnterim Financialitatements prepared under International Financial Reporting Standards are also available'
- 190 -<br />
Homburg lnvest lnc.<br />
Notes to Canadian GA.AP Gonsolidated lnterim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
l. Basis of flnancial statement presentation<br />
These financial statements have been prepared under Canadian Generalfy Accepted Accounting Principles<br />
("Canadian GAAP"). As Homburg Invest lnc. (the "Company") trades on the Euronext Amsterdam, the<br />
Company also prepares a separate set of consolidated financial statements under International Financial<br />
Reporting Standards ('IFRS'). The most significant financial differences between Canadian GAAP and IFRS<br />
statements are the IFRS financial statements have recorded the investment properties and development<br />
properties at fair value, depreciation has not been recorded on the investment properties and certain deferred<br />
charges have not been capitalized.<br />
2. Nature of operations<br />
Homburg lnvest Inc., a corporation incorporated under the laws of Alberta, Canada, is listed on The Toronto<br />
Stock Exchange ("TSX") and the Euronext Amsterdam ('AEX'). The Class A Subordinate Voting Shares trade<br />
under the symbol 'Hll.A", and the Class B Multiple Voting Shares trade as "Hll.B" on the TSX and the Class A<br />
Subordinate Voting Shares trade under the symbol "Hll" on the AEX.<br />
The, principal place of business is 1741Brunswick Street, Suite 600, Halifax, Nova Scotia, Canada.<br />
The Company and its subsidiaries lease, build and sell commercial and residential real estate ¡nterests located<br />
in Canada, Germany, The Netherlands, and The United States of America.<br />
3. Changes In accounting Policies<br />
Effective January 1,2007, the Company adopted the Canadian Institute of Chartered Accountants ('CICA)<br />
Handbook Section 1530 "Comprehensive Income", Section 3251 "Equity", Section 3855 "Financial Instruments<br />
- Recognition and Measuremenf', and Section 3865 "Hedges". These standards have been adopted on a<br />
proSpective basis; therefore prior periods have not been restated, except to reclassifl the cumulative currency<br />
translation adjustment account balance as described under Comprehensive Income.<br />
Comprehensive Income<br />
The new standards introduce comprehensive income, consisting of net earnings and other comprehensive<br />
income ('OCl). The main components of OCI for the Gompany are the change in the cumulative cunency<br />
translation account related to self-sustaining foreign operations and the offsetting impact of hedges of the net<br />
investment in self-sustaining foreign operations.<br />
The cumulative changes in OCI are included in the accumulated other comprehensive income ("AOC|"), which<br />
is shown as a separate category within shareholders' equity. The accumulated balance previously shown in the<br />
cumulative currency translation adjustment account within shareholders' equity is now included in AOCI. A<br />
statement of Accumulated Other Comprehensive Income is now included in the Company's consolidated<br />
flnancial statements, providing the continuity of the AOCI balance.<br />
The adoption of comprehensive income has been made in accordance with the transition provisíons. The effect<br />
on the consolidated financial statements for the three months ended March 31,2007 has been a reclassification<br />
of the March 31,2007 cumulative currency translation adjustment balance of $6,005 to AOCI (December 31,<br />
2006 - $6,177; March 31,2006 - ($14,921)). In addition, the change in the cumulative foreign currency<br />
transfation account for the three months ended March 31,2007 of ($172) (three months ended March 31, 2006<br />
- 92,487) is now included in the Statement of Comprehensive Income.<br />
Equity<br />
The standard establishes criteria for the presentation of, and changes in, the various components of equity<br />
during the reporting period. Retained earnings (deficit), AOCI, contributed surplus and share capital are<br />
presented separately as well a reconciliation of the change in each of these components during the reporting<br />
period.
- 191 -<br />
Homburg Invest Inc.<br />
Notes to Ganadian GAAP Gonsolidated lnterim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
3. Changes in accounting policles (cont.)<br />
Flnancial Instruments<br />
i¡re stãnoaro establishes the recognition and measurement criteria for financial assets, financial liabilities and<br />
áêrfuãìiuuj. All financial instrumentË, other than certain related party transactions, are required to be measured<br />
;i ã'" uaiue on initial recognition. Transaction costs are expensed as incurred for financial instruments<br />
ðl"iõin"o òr designated as trãto for trading. Transaction costs for all other financial instruments are capitalized.<br />
Financial instruments are classified as either held for kading; available for sale; held to maturity; loans and<br />
i""ãiuã¡i"J; òr other financiat tiabilities as these terms arg defined in the standard, and the classification<br />
determines the measurement of the financial instrument in subsequent periods. The Company has the ability to<br />
ãérìg"i, ,-financiat asiet or financial tiabitity as hetd for trading upon initial recognition so long as: the fair<br />
uãluä ."n be reliably measured; and, the instiument has not beeñ transferred in a related party transaction in<br />
*fricn ¡t had not beeh classified as held for trading before the transaction'<br />
Financial assets and financial liabilities classified as held for hading are measured at fair value with any change<br />
in fair values being recogni.è¿ ¡n n"t earnings. Financial assets dàssified as available for sale are measured at<br />
iå¡,. *rré *¡tn ani ctraróà in fair vatues being recognized in ocl. Financial assets classified as either held to<br />
,nãtui¡¡,, or loans and reËeivables; or financia'Í riabilities classified as other financial liabilities are measured at<br />
àmorti/e¿ cost using the effective interest method of amortization.<br />
Derivative instruments are carried on the consolidated balance sheet at fair value. Ghanges in the fair value of<br />
derivative instruments aie recognized in net eamings with the exception of derivatives designated as effective<br />
ñ"Ogèr of foreign "rrréñ"y ex'po.ure of a net inúestment in a foreign self-sustaining operation which are<br />
recognized in OCl.<br />
Casñ and cash equivalents, restricted cash, trade receivables and related party receivables. are designated as<br />
ñ"rl roi ti"o¡ng ",io m"ãsuieo ai carrying vatue, which approximates.fair value due to the short-term nature of<br />
irrãie instrum,i'nts. t-onj ieim ¡nvestmênti are designated as held for.trading and are measured.at fair value as<br />
äeìãi*¡n"O by theiluËp"Ct¡uè quoted market priõe. Long term debt.demand loans, accounts payable and<br />
other liabilitieð and consiruction financing are designated as other liabilities'<br />
ine. aooption of the financial instruments standard has been made in accordance with the transition provisions.<br />
iË *Ëi ôn tne f¡nanc¡al statements was to rectassiff $17,491.of defened financing costs to long term debt<br />
to capitatize the transaction costs within the same catègory as_!!e 1e^l.ated debt. In addition, opening (deficit)<br />
iétãiriCo èarnings at ¡añùàrv 1,zoo7 has been resrareda(ii¡y {99,47^01, less related income-taxes of $999' to<br />
"dlü;itÈ õ"m-p"ny's nñé íerrir investments to fair value; anO 1i¡ by $e0 to recognize,the effqc! of the change<br />
in ãmort¡zat¡on'of ðeteüe-o inån.ing costs from a straight-line basis over the term of the related debt to the<br />
effective interest method.<br />
Hedges<br />
ïñeËtano"ro estabtishes the criteria that must be satisfied in order for hedge accounting to be applied and.the<br />
åft-"i"ú.ïtõieacn ot ine permitted hedg-ing strategies. Hedge. acco.unting is discontinued prospectively when<br />
the derivative no longei'quåñnàs às an eñ".i¡ve hedige, or the derivative is terminated or sold, or upon the sale<br />
orlermination of the hedged item.<br />
The Company's hedgin! of net investments in a self-sustaining foreign operation is accounted for by<br />
;;;;g;i=ì.'g tn'e effect'riã iortion of foreign exchange gains or losses on.the hedging instruments in OGI and the<br />
iñãtrËrivà p"rtion is r""obniìèJ in net e'arnings. TÏre ãmounts previously recognized. in Aocl are recognized in<br />
;ñi"G *ñ"n tn"r" is a ieouction in the hedled net investmeñt as a reiult of a dilution or disposition of the net<br />
investment.
- 192 -<br />
Homburg Invest lnc.<br />
Notes to Ganadian GA^AP Consolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
4. Summary of significant accounting policles<br />
a) General and consolldation<br />
The consolidated financial statements are prepared in accordance with Canadian Generally Accepted<br />
Accounting Principles. The Company's accounting policies and its financial disclosures are in accordance<br />
with the recommendations of the Canadian Institute of Chartered Accountants (CICA).<br />
For 2007 and 2006, these consolidated financial statements include the accounts of the Company's wholly<br />
owned subsidiaries Homburg Shareco lnc., Homburg Invest (USA) Limited, and Homburg (US)<br />
Incorporated, which are Canadian companies incorporated in the Province of Nova Scotia; and Homburg<br />
Holdings (US) Inc,, which is incorporated in the State of Colorado; and Blackfoot Development Ltd.,<br />
Homburg Harris Development Ltd., Gitadel West Development Ltd., Churchill Estates Development Ltd.,<br />
Inverness Estates Development Ltd., High River Development Ltd., CP Development Ltd., Homburg Kai<br />
Development Ltd., Holland Gardens Development Ltd., North Calgary Land Ltd., and Castello<br />
Developments Ltd., which are Canadian companies incorporated in the Province of Alberta; and Homburg<br />
Holding (NETH) Beheer B.V. which is incorporated ín The Netherlands. New wholly owned subsidiary,<br />
Homburg Acquisítion Inc., a Canadian company incorporated in the Province of Alberta has been added<br />
during 2007.<br />
ln addition the Company's eighty-four (December 31, 2006 - seventy-five; March 31,2006 - sixty) wholly<br />
owned limited partnerships and eight (December 31, 2006 - eight; March 31, 2006 - seven) partially owned<br />
limited partnerships, which operate commercial and residential rental properties, are accounted for using<br />
consolidation or proportionate consolidation as appropriate. Fifteen (December 31,2006 - ten; March 31,<br />
2006 - foufl of these limited partnerships own corporate structures.<br />
b) Properties<br />
i) lnvestmentproperties<br />
lnvestment properties held are carried at the lower of cost less accumulated depreciation and fair value.<br />
Depreciation on buildings is provided on the straight-line basis over the estimated remaining useful lives of<br />
the properties to a maximum of 60 years. Depreciation is determined with reference to each rental<br />
property's carried value, remaining estimated useful life and residual value.<br />
Tenant improvements subsequent to the initial tenant improvements are deferred and amortized over the<br />
lives of the leases to which they relate.<br />
Pavement and equipment are depreciated using the declining balance method at the annual rate of 8% and<br />
20% respectivelY.<br />
ii) Development properties<br />
Development properties consist of properties which are under construction or in a major repositioning<br />
program. These properties are recorded at the lower of cost and fair value.<br />
iii) Construction properties being developed for resale<br />
These properties are carried at the lower of cost and net realizable value. Net realizable value is the<br />
estimated selling price in the ordinary course of business less selling costs and costs to complete<br />
development.<br />
iv) lmpairment<br />
For investment properties, an impairment loss is recognized when a propefi's carrying value exceeds its<br />
fair vatue. Properties are reviewed for impairment whenever events or changes in circumstances indicate<br />
the carrying value may not be recoverable. The impaírment is measured as the amount by which the<br />
carrying value exceeds the estimated fair value.
- 193 -<br />
Homburg Invest Inc.<br />
Notes to Ganadian GAAP Consolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
4. Summary of significant accounting policies (cont.)<br />
c) Gapitalization of costs<br />
i) The Company capitalizes investment property acquisition costs incurred at the time of purchase.<br />
ii¡ for development properties, the Company capitalizes all direct expenditures incurred in connection with the<br />
acquisition, development, construction, and initial predetermined leasing period. ._These expenditures<br />
consist of all direct costs and borrowing costs on debt directly attributable to a specific property, including<br />
borrowing costs incurred on the debt prior to the full utilization of the debt for the project. Bonowing costs<br />
are offset by any interest earned by the Company on borrowed funds prior to utilization. The development<br />
period commences when expenditures are being incurred and activities necessary to prepare the asset for<br />
its intended use are in progress. Income relating directly to development properties during the development<br />
period is treated as a reduction of capitalized costs.<br />
d) Revenue recognition<br />
Revenue from development property is recognized upon the earlier of attaining a break-even point in<br />
cashflow after debt-servicing, the expiration of a predetermined period of time following substantial<br />
completion, or the attainment of substantial operations. Prior to this, the property is classified as a proper$<br />
under construction and any revenue is applied to reduce development costs.<br />
Management has determined that all of the Company's leases with its various tenants are operating leases.<br />
Minimum rents are recognized on a straight-line basis over the terms of the related leases. The excess of<br />
rents recognized over amounts contractually due is included in deferred rental receipts on the Company's<br />
balance shieet. The leases also typically provide for tenant reimbursements of common area maintenance,<br />
real estate taxes and other operating expenses, which are recognized as proper$ revenue in the period<br />
earned.<br />
Gains and losses from the sale of properties are recorded when the collection of the sale proceeds is<br />
reasonably assured, and all other significant conditions respecting rights and ownership are met. Properties<br />
which hav-e been sold, but for which these criteria have not been satisfied are included in Properties held for<br />
resale. There were no such properties at December 31, 2007 or December 31, 2006.<br />
e) Income taxes<br />
The Company follows the tax liability method for determiníng income taxes. Under this method, future tax<br />
âssets and tiabilities are determined according to differences between the carrying amounts and tax bases<br />
of specific balance sheet items. Future tax assets and liabilities ere measured based on enacted or<br />
substantively enacled tax rates and laws at the date of the financial statements for the years in which these<br />
temporary differences are expected to reverse. Adjustments to these balances are recognized in earnings<br />
as they occur.<br />
f) Deferred leasing costs<br />
The Company follows a policy of capitalizing the costs associatgd with leasing commissions. Deferred<br />
leasing costs ãre amortized on a straight-line basis over the term of the related lease.
- 194 -<br />
Homburg lnvest Inc.<br />
Notes to Canadian GAAP Gonsolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
4. Summary of slgnificant accounting policies (cont.)<br />
g) Deferred financing costs<br />
-' pr¡or to January l, zool , external fees and costs incuned to obtain debt financing were deferred and<br />
amortized on a straight line basis over the term of the respective indebtedness, or expensed in full in the<br />
event the property säcuring the indebtedness was sold or the indebtedness's was discharged prior to its<br />
maturity. ttre una-mortized-balance was included in deferred financing costs. Pursuantto CICA Handbook<br />
i"a¡oni 3855, effectivã junurry l,zoor,financing costs are capitalized to the related asset or liability and<br />
are measured at amortized costusing the effective interest rate method.<br />
h) Cash and cash equivalents<br />
Cash and cash equivalents include cash on hand and balances with banks, net of bank overdrafts and highly<br />
liquid temporary money market instruments with original maturities of three months or less' Bank<br />
bórrowings are considered to be financing activities.<br />
i) Foreign currency<br />
' ópeiations outs¡de of Canada are considered to be self-sustaining an_d u¡e their.primary currency for<br />
,e.,Lãrãing substantially all transactions. The accounts of self-sustain[ng foreign subsidiaries are translated<br />
uling tné cu6ent raté method, whereby assets and liabilities are translated at period-end exchange rates<br />
lvhilã revenues and expenses are conúerted using average exchange rates.<br />
.Gains<br />
and losses arising on<br />
translation of these subiidiaries are included in othér comprehensive income within shareholders' equity.<br />
J) Stock options and contributed surplus<br />
The Company has a stock-based compensation plan which isdescribed in Note 15 e). The Company<br />
accounts for rts grant under this plan in accordance with the fair value-based method of accounting for<br />
stock-based comþensation. There has been no compensation cost charged against income in the 2007 or<br />
2006.<br />
k) Use of estimates<br />
The preparation of financial statements in conformity with--gene.rally accepted accounting principles req9...............i¡es<br />
manågéiñónt to make estimates and assumptions ihat afféct the- reported amounts of assets and liabilities<br />
ànd dlsdosures of contingent assets and liab¡lities at the date of the financial statements and the reported<br />
amounts of the revenues-and expenses during the reporting period, Actual results could differ from those<br />
estimates.<br />
l) Long term Investments<br />
Long term investments are classified as held for lrading and measured at fair value' Any change in fair<br />
valu-e during the period is included in the determination of net eamings for the period'<br />
m) Amortlzation of Intangibles<br />
The values of the above-market and below-market leases are amortized to expense on a straight-line basis<br />
over lre remaining t"irn oi t é respective lease. Lease origination costs and other lease related intangibles<br />
ãre amortized to e-xpense on a straight-line basis over the remaining term of the respective lease.<br />
n) Derivatlve financlal ¡nstruments<br />
' ' ÍÉ Còrp.ny has entered into interest rate swaps in order. to manage the impact of fluctuating interest<br />
rates on certain oritslióng term o"Ut, The curreniinterest rate swaps do not.qualify for hedge accounting<br />
rnã "t" adjusted to fair va'iue and recognized in earnings in the reporting period'<br />
o) FSnancial asset recognition<br />
The Company applie-s setflement date accounting to the purchase and sale of financial assets. Under<br />
set¡ement date accounting, the recognition or dereiognition of an asset occurs when the asset is delivered<br />
to or by the ComPanY'
Homburg lnvest lnc.<br />
Ndtes to Ganadian GAAP Consolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31,2007<br />
5. Business acqulsitions<br />
During the period the following significant acquisitions occurred:<br />
Cash<br />
Acquisltlon Date Location Type of Property Shares tssued Conslderatio<br />
n<br />
March 31, 2007<br />
February g,2OO7 The Netherlands Office (5 Properties)<br />
December 31, 2006<br />
(Audited)<br />
òecember l, 2006 The Netherlands (2) Office (4 Properties)<br />
June 22, 2006 The Netherlands Commercial(4 Properties)<br />
May 1, 2006 Germany (2) Office<br />
March 31,2006 Germany Retail<br />
February 22,2006 Canada Food Service (9 properties)<br />
-Lf100.000<br />
$---9.1-9<br />
-1,900'000 $-----4.309<br />
$Jrc<br />
-9180.000<br />
-<br />
-<br />
-<br />
$-g¿q<br />
$==Æ<br />
The shares issued as consideration for the acquisitions were issued at a value based on their market price<br />
when the terms of the acquisition were agreed upon.<br />
The following is a summary of the amounts assigned to each major asset and liability at the date of acquisition:<br />
Investment Properties<br />
f ntangible Assets<br />
- 195 -<br />
The Netherlands<br />
$ 34,965<br />
2,875<br />
Receivables and other Assets 22'l<br />
$--gg.ag!.<br />
Mortgages payable assumed 29'203<br />
Payábles and other liabilities 360<br />
Net assets acquired $J3f3Ë<br />
Vafue of shares issued 6.479<br />
Cash consideration $ 2.019
Homburg Invest lnc.<br />
Notes to Ganadian GAAP Consolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
lnvestment ProPerties<br />
Intangible Assets<br />
Cash<br />
Receivables and other Assets<br />
Mortgages payable assumed<br />
Non construction demand<br />
loan<br />
Future income taxes<br />
assumed<br />
Payables and other liabilities<br />
Net assets acquired<br />
Value of shares issued<br />
Cash consideration<br />
tne<br />
Netherlands (2)<br />
$ 57,604<br />
3,377<br />
134<br />
61.115<br />
46,593<br />
_ 50.704<br />
$ 10,411<br />
6.103<br />
$ 4.308<br />
- 196 -<br />
The<br />
Netherlands<br />
$ 191,652<br />
8,286<br />
50s<br />
200.443<br />
143,698<br />
6.249<br />
149.947<br />
$ 50,496<br />
33.320<br />
$___jJJq<br />
Germany (2)<br />
$ 588,730<br />
21,688<br />
21,884<br />
2.470<br />
634.772<br />
390,412<br />
154,640<br />
12,715<br />
77.005<br />
634.772<br />
$ NIL<br />
Germany<br />
$ 39,63e<br />
1,694<br />
91<br />
41.424<br />
32,704<br />
Canada<br />
$ 9,005<br />
383<br />
61<br />
9,449<br />
10 236<br />
32.714 236<br />
$ 8,710 $ 9,213<br />
$ Nlt $-g.zu $-9.213<br />
Subsequent to the Germany(2) acquisition, 3,000,420 Class A Subordinate Voting Shares a-v_alue of<br />
_with<br />
$19,g9å were issued as repayineni of acquisition related debt. In the period ended March 31,2007<br />
'<br />
ñéõbi¡riioni ielat"o to the 'coistruction reiated costs of the Germany(2) property resulted in a decrease in the<br />
i¡ãVãOÈJà.U other liabilities of $3,337 assumed as part of the acquisition. As a result, investment propedies<br />
haüe been reduced by an equal amount during the current period.<br />
In all cases, the operating results of the acquired properties are included in the consolidated statements of<br />
earnings from the acquisition date'
Homburg lnvest Inc.<br />
Notes to Ganadian GAAP Consolidated lnterim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
6. lnvestment ProPerties<br />
Land<br />
Buildings<br />
Equipment<br />
Paving<br />
Tenant<br />
improvements 66.420<br />
8-JW<br />
March 31<br />
2007<br />
Accumulated Net Book<br />
Cost DePreciation Value<br />
8 282,494 $ $ 282'491 $<br />
1 ,437,006 31 ,085 I,'f05'921<br />
1,571 397 1,174<br />
14,931 2,011 12,920<br />
Accumulated<br />
Cost Depreciation<br />
272,119 $ $<br />
1,389,060 27 J62<br />
767 363<br />
11,794 1,786<br />
December 31<br />
2006<br />
(Audited)<br />
Net Book<br />
Value<br />
272,119<br />
1,361,898<br />
404<br />
10,008<br />
15.972 50.448 66.285 14.419 51.866<br />
E____¿greg $_1J82.s57 $=Æpæ $-é3.@ $J99!¿s<br />
ln the first quarter of 2007 investment properties were acquired at an aggregate co_s! 9f_ $64,978' The<br />
å"qüiritiðñÀ wèie nnanced by new debt añd öther liabilities totaling $41,387, the issue of 2,603'731 Class A<br />
Suóordinate Voting Shares for $17,655 and cash of $5'936.<br />
ln 2006 investment properties were acquired at an aggregate cost of $911,514. The acquisitions were financed<br />
6,-""* Jebt and other'tiabilities totalinó $822,793, me ¡ssue of 6,950,000 Class A Subordinate Voting Shares<br />
for $39,423 and cash of $49,298.<br />
lncluded in investment properties is one property (December 31, 2006 - one) with a carrying value of $627'864<br />
iüñb"; ãr, zooo - S'Ozé,roo¡ on whicir there-is a purchase option exercisable by the tenant in 2020.<br />
7. Development ProPerties<br />
Land and property held for future development<br />
Construction properties being developed for resale<br />
March 3l<br />
2007<br />
$ 93,374<br />
198.973<br />
$_292:347<br />
December 31<br />
2006<br />
(Audited)<br />
$ 93,501<br />
163.633<br />
s 257.134<br />
ln the first three months ol 2007, the company capitalized acquisition, development and._re.lated costs of<br />
E¿d,zOs'loecember 31, 2006 - itZz,stl¡ öf wfi¡cn $4,780 (December 31, 2006 - $15,120) was interest<br />
ð"pit"lii"à. These costs were financed by tÉe assumption of d_ebt in the- amount of $7,500 (December 31' 2006<br />
- fSiSiõj,]ne iisue of 3SO,0OO (Decembêr 31,2006 - 250,000) Class A Subordinate Voting Shares for $2'439<br />
d;õrËiC1, 2006 - $t,äZS¡ witn tne remainder in cash and the assumption of other liabilitþs. Also during<br />
àõói ñu (De'cember sf ,'zoo'o - $19,990) of compteted pro.çcls were reclassified to investment properties and<br />
Sis,o6â (Déò"ruer 91, 2006 - $27,744) were reclassified from Land held for future development to<br />
Construction properties being developed for resale.<br />
8. Restricted cash<br />
- 197 -<br />
Restricted cash includes deposits on real estate properties, refundable commitment fees and security deposits.
Homburg Invest Inc.<br />
Notes to Canadian GAAP Gonsolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31,2007<br />
9. Intanglble assets and liabilities<br />
Intangibte assets are composed of the value of above-market leases, lease origination costs and other lease<br />
related intangibles for income property acquisitions and are net of accumulated amortization of $4,747<br />
(December 31, 2006 - $3,402). Amortization expense of $1,291 (March 31, 2006 - $209) is included in<br />
depreciation and amortization expense.<br />
lntangible liabilities are composed of the value of below-market leases for income property acquisitions and are<br />
net of accumulated amortization of $333 (December 31, 2006 - $285).<br />
10. Receivables and other<br />
Trade receivables<br />
Related pafi receivable (Note 18f)<br />
Defened rental receipts (Note 4d)<br />
Prepaíds<br />
Defened leasíng costs, net of accumulated<br />
amortization of $1,331 (2006 - $1,170)<br />
Deferred financing costs, net of accumulated<br />
amortization of $NlL (2006 - $1,990)<br />
Bonds receivable<br />
11. Long term ¡nvestments<br />
Cedar Shopping Centers, lnc. and misc.<br />
Alexis Nihon Real Estate Investment Trust<br />
DIM Vastgoed N.V.<br />
DIM Vastgoed N.V., October 2010 closing<br />
- 198 -<br />
March 31<br />
2007<br />
$ 14,581<br />
3,088<br />
t 3,g5g<br />
2,903<br />
3,134<br />
December 31<br />
2006<br />
(Audited)<br />
$ 19,705<br />
4,366<br />
10,532<br />
1,498<br />
3,224<br />
13,962<br />
4.512<br />
$_9ru09 $==_5æ<br />
March 31<br />
2007<br />
$e40$<br />
98,106<br />
22,826<br />
December 31<br />
2006<br />
(Audited)<br />
18.549 21.824<br />
g 140.421 $_49,1_gg<br />
:-<br />
The Company holds 50,000 (December 31, 2006 - 50,000) common shares of Cedar Shopping Centers, Inc.<br />
("Cedai') a real estate investment trust listed on the New York Stock Exchange {$!e: CDR). The investment<br />
ii carried at fair value (December 31, 2006 canied at cost with a market value of $928).<br />
The Company holds 5,274,539 (December 31, 2006 - NIL) units ofÁlexis Nihon Real Estate Investment Trust<br />
(',Alexis Ñinoñ'1, a real estate investment trust traded in the TSX. The investment is carried at fair value and<br />
ihe units are pieoged as security for a margin account with an outstanding bala¡ce of $54'467 at period end'<br />
Subsequent tó peñod end, the iompany successfully acquired additional units of Alexis Nihon to increase their<br />
holding's to appioximately B7o/o of the issued and outstanding units (Note 27d).<br />
The Company's investment in DIM Vastgoed N.V. ('DlM") consists of deposit receipts representing 967,142<br />
(Decembér 3i, 2006 - 967,142) shares of DlM, a real estate investment company listed_on the Euronext<br />
Àmsterdam Stock Exchange and 72,360 (December 31, 2006 - 72,360) direct owned shares, The investment is<br />
carried at fair value (December 31, 2006 carried at cost with a market value of $22,915).<br />
994<br />
25,372
Homburg Invest lnc.<br />
Notes to Ganadian GAAP Consolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31. 2007<br />
11. Long term investments (cont.)<br />
The Company's investment in DIM related to the October 2010 closing consists of deposit receipts representing<br />
842,5A6 (Oeiember 31, 2006 - 835,123) shares of DIM which will be acquired October 1,2010. The Company<br />
has tull vòting rights over these shares effective in the flrst quarter of 2006, however does not acquire legal title<br />
until Octobei't, ZOIO. The Sellers will receive 6.5 Class A Subordinate Voting Shares of Homburg Invest Inc.<br />
for each DIM share owned. The Sellers can elect, by December 16,2007, to receive their 2010 payment as a<br />
Cash Price of USD $21.20 per share. The Sellers are entitled to all dividends paid on the DIM shares until the<br />
date of sale, however the Company has voting control over those shares. Should the Sellers elect to receive<br />
their payment in the form of Class A Subordinate Voting Shares, the Company has agreed to a dividend<br />
guarântée entitting the Seller to a price adjustment equal to the amount by which the dividend_on 6.5 Homburg<br />
invest Inc. shares exceeds the dividend on 1 DIM share cumulative for the period from 2006 through to<br />
October 1, 2010. At March 31,2007, the Company has no cumulative liabílity (December 31,2006 - $460)<br />
related to the cumulative dividend guarantee, No amount will be recorded as a dividend guarantee liability until<br />
December 2007 when the Sellers éþct their method of payment in 2010, thus establishing the actual value of<br />
any liability. The Company is carrying this investment at fair value (December 31, 2006 carried at cost of USD<br />
$Z7.ZO, representing ihe Casn Price option payable in 2010, plus acquisition costs wilh a market value of<br />
$18;410). ihis transaction has been included in the calculation of Diluted Eamings Per Share based on the<br />
assumpiion that all DIM shareholders will receive Class A Subordinate Voting Shares as full payment.<br />
12. Long term debt<br />
Secured deþt<br />
Mortgages payable (a)<br />
Mortgage bonds paYable (b)<br />
Unsecured debt<br />
Corporate non-asset backed bonds (c)<br />
Junior subordinated notes (d)<br />
Deferred financing charges, net of accumulated<br />
amortization of $2,133<br />
- 199 -<br />
March 3l<br />
2007<br />
$ 1,193,296<br />
223.890<br />
1.417.186<br />
December 31<br />
2006<br />
(Audited)<br />
81/154,254<br />
223.685<br />
1.377.939<br />
181,535 160,015<br />
61.651 61.826<br />
243.186 221.841<br />
I,660,372 1,599,780<br />
fi5.358)<br />
$=_-!,g4g.ua<br />
$ 1.599.780<br />
Long term debt has both fixed and variable interest rates, A! period end the weighted average interest rate for<br />
all long term debt was 5.751% (December 31, 2006 '5'713o/o).
Homburg Invest Inc.<br />
Notes to Canadian GAAP Gonsolidated Interim Financial Statements<br />
(GAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31. 2007<br />
12. Long term debt (cont.)<br />
Normal principal installments and principal maturities are as follows;<br />
Normal Principal Principal Bonds and Junior<br />
lnstallments Maturities subordinated notes Total<br />
2007 - remainder of year $ 15,842 $ 52,125 $ $ 67,967<br />
19,555 10,705 30,260<br />
23,504 214 19,689 43,407<br />
22,883 12,920 46,241 82,044<br />
28,366 16,937 61,686 106,989<br />
2008<br />
2009<br />
2010<br />
2011<br />
Subsequent years<br />
990.242 339,463 1.329.705<br />
$_11!@ $___1*993.143 $_4!iL9Z9 $_1q09j'72<br />
It is the Company's intention to seek renewals of the mortgage principal maturities at market rates.<br />
a) Mortgages peyable<br />
Mortgages payable are secured by a pledge of specific investment properties and an assignment of specific<br />
rents receivable, with maturity dates between 2007 and 2020. lncluded in mortgages payable are the following<br />
foreign denominated amounts:<br />
USD denominated<br />
EURO denomínated<br />
- 200 -<br />
March 3l December 31<br />
2007 2006<br />
(Audited)<br />
usD $_gé39 $__-___9.3s5<br />
cAD $____g.gLz, $=_gJgL<br />
EUR €_6sgé53 €_0€0.250<br />
cAD $__æZg,3j!g $_1J47..s6q<br />
The period end exchange rates have been used to translate the non-Canadian mortgages,
Homburg Invest Inc.<br />
Notes to Ganadian GAAP Gonsolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
12. Long term debt (Gont)<br />
b) Mortgage bonds payable<br />
Bond<br />
Series<br />
HMBl<br />
HMBl<br />
HMB2<br />
HM84<br />
HMBS<br />
HMB6<br />
HMBT<br />
Maturitv<br />
December 15,2009<br />
December 15, 2009<br />
April25, 2010<br />
November 30, 201 1<br />
December 31,2011<br />
June 30, 2012<br />
June 30, 2012<br />
- 201 -<br />
Interest<br />
Rate Amount<br />
10.00o/o CAD $4,420<br />
8.50% EUR €9,905<br />
7.50o/o EUR €30,000<br />
7.50o/o EUR €20,010<br />
7.50o/o EUR €20,010<br />
7.50o/o EUR €31.230<br />
7.250/o EUR €31.230<br />
March 3l<br />
2007<br />
$ 4,420<br />
15,269<br />
46,241<br />
30,843<br />
30,E43<br />
48,137<br />
48.137<br />
$-eæ.8e0<br />
December 31<br />
2006<br />
(Audited)<br />
$ 4,420<br />
15,255<br />
46,198<br />
30,814<br />
30,814<br />
48,092<br />
48.092<br />
$=:Æ<br />
The Mortgage Bonds are seven year bonds issued in series and secured by a first or second charge over<br />
spêcific aéséts and a corporate guarantee. The bonds mature between December 2009 and June 2012 and the<br />
Company has the option to redeem any Series of mortgage bonds at their face amount anytim_e subsequent to<br />
the fiith ánniversary of the issue of the bonds. The interest is payable semi-annually on June 30 and December<br />
31. fncluded in the mortgage bonds are non-Canadian mortgage bonds in the amount of EUR e142,385<br />
($219,470) (December 31, 2006 - EUR €142,385 ($219,265)). These amounts are translated at period end<br />
exchange rates.<br />
The Company has entered into guarantee arrangements on all series of mortgage bonds to<br />
_maturity,<br />
with a<br />
company'uncjer the control of the Chairman and Ghief Executive Officer, Under the terms of the guarantee,<br />
the Conìpany is protected from devaluation of the Canadian dollar against the Euro, to a maximum limit equal<br />
to the faèe vãlue of each mortgage bond, and has relinquished any appreciation rights which may arise on the<br />
future settlement of its Euro denominated Mortgage Bonds. The Mortgage Bonds, which are recorded at the<br />
prevailing exchange rate at March 31,2007, reflect an increase of $3,686 (December 31, 2006 - $3,483) in<br />
þrincipalãmount iepresenting a decrease in the Canadian dollar versus the Euro since the Mortgage Bonds<br />
ivere'issued. This 93,686 increase (December 31,2006 - $3,483) has been ofüet by the currency guarantee<br />
receivable which has been recorded as an asset.<br />
The final setlement of the currency guarantee asset or obligation will take place at the earlier of the retirement<br />
of the mortgage bonds or the¡r scheduled maturity. As a result of the guarantee, there is no earnings impact<br />
related to changes in currency value of the Mortgage Bonds.
Homburg lnvest lnc.<br />
Notes to Canadian GAAP Consolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
12. Long term debt (Cont)<br />
c) Corporate non-asset backed bonds<br />
Bond Series Maturitv<br />
HB8<br />
HB9<br />
HBlO<br />
May 31, 2013<br />
October 31,2013<br />
February 15,2014<br />
- 202 -<br />
lnterest Rate<br />
7.00o/o<br />
7.00o/o<br />
7.25o/o<br />
Amount<br />
EUR €50,010 $<br />
EUR €6O,OOO<br />
March 3l<br />
2007<br />
77,083 $<br />
92,482<br />
December 31<br />
. 2006<br />
(Audited)<br />
77,012<br />
83,003<br />
EUR €7,770 11.s70<br />
$_1gl_g!5 $ 160,015<br />
The Corporate non-asset backed bonds are seven year bonds issued in series and secured by a corporate<br />
guarantee. The bonds malure between May 2013 and February 2014 and the Company has the option to<br />
iedeem any series of bonds at their face amount anytime subsequent to the fifth anniversary of the issue of the<br />
bonds. The interest is payable semi-annually on June 30 and December 31. The bonds are issued in euros<br />
and have been translated at period end exchange rates. Subsequent to period end, an additional EUR €53,748<br />
ofseriesHBl0wasissued, AsatMarch3l,200T,theSeriesHBl0bondsarestill beingissuedtoamaximum<br />
face value of €100,005.<br />
d) Junior subordinated notes<br />
The Junior subordinated notes require interest only payments until maturity in 2036. The notes, which consist<br />
of EUR €25,000 and USD $20,000 have a fixed interest rate until 2016 and variable thereafter until maturity.<br />
The Company has a redemption option effective in 2011 until maturity, and the outstanding balances are<br />
translated at period end exchange rates.
Homburg lnvest lnc.<br />
Notes to Ganadian GAAP Gonsolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
13. Gonstruction financing<br />
The Company has arranged construction financing, which is demand in nature, for its development properties.<br />
Aórrow¡né rates on thesJfinancings are at fixed oi variable market rates, the weighted average. interest rate for<br />
all consfúction financing is 7.0570 (December 31, 2006 - 7.08%) . The Company las pledged its development<br />
fioperties as security. -Upon comptetion of the properties it is the Company's intention to seek long le¡m<br />
iinãncing at available mdrket ratei. Included in the balance is financing from related parties totaling $NlL<br />
(December 31, 2006 - $4,426). (Note 189)<br />
14. Accounts payable and other liabilities<br />
- 203 -<br />
March 3l<br />
2007<br />
Trade payables (Note 18e) $ 47,452<br />
Non construction demand loans (a) 79,319<br />
lncome taxes payable 2,497<br />
Notes payable 1,529<br />
Securiiy ãeposits<br />
4,408<br />
Deposii (Note 27d) 17'100<br />
Loñg term payables (b) 25'504<br />
Shaieholders of DIM Vastgoed N.V., due October 2010(c) 20'650<br />
Prepaid rents and dePosits<br />
44qq<br />
$ 202.8',t2<br />
December 31<br />
2006<br />
(Audited)<br />
$ 51,403<br />
25,077<br />
2,200<br />
1,773<br />
5,068<br />
25,481<br />
20,650<br />
3.924<br />
$ 135.576<br />
a) Non construction demand loans include: a payable bearing interest at US base ¡¿l¿ + 1o/o secured by<br />
Oäposit certificates representing 949,862 Dllrl shares;and, a margin loan bearing interest al7;5o/o secured<br />
by'the investment in únits of Aéxis Nihon (Note 11) . The_ f o¡ C9¡gt1tglion Demand loan payable related to<br />
Oifr¡ sn"res is USD $21,500 ($24,851) (December 31,2006 -525,077) of obligations translated at períod<br />
end exchange rates.<br />
b) The long term payables include a bonus of $1,440 to be paid.on a scheduled development project up-on<br />
iÉe eán¡erót the óorirptetion of a specific construction project, sale of the related property or June 30, 2008.<br />
ift" bonur is payable in Class A Si¡bordinate Voting Shares with the number of shares determined based on<br />
share value on the due date. Also included is €15,612 ($24,063) (December 31,2006 - $24,041)<br />
representing the purchase price option on the remaining 6.63% of MoTo Objekt Campeon GmbH & Co KG<br />
eierc¡sable-in tnè first quârter oÍ 20'12 and the account balances of the current 6.63% partners. This is<br />
related to the 2006 Germany(2) acquisition as detailed in Note 5'<br />
c) The DtM Vastgoed N.V. ('DlM") paygþle, relates to deposit certificates representing shares of DIM<br />
ó'¡ta¡neO in tne firsi quarter of àOOe tôr'wñicn the Company does not make payment until October 2010 (See<br />
Ñãìã f f l. The payatite represents the Cash Price option payable.under the Share Purchase Agreement of<br />
USD 917,863 (be-cember 31, 2006 - $17,705) translated at the period end exchange rate.<br />
The Company has available credit facilities of $25,800 of which $1r09q (December 31 , 2006 - $NlL) is being<br />
utilized at nf arcn y , 2OO7 . $1 5,000 (December 31 , 2006 - $15,000) of the credit facilities is with a company<br />
controlled by the Cha¡rman and Chief Executive Ofücer'
Homburg Invest Inc.<br />
Notes to Ganadian GAAP Consolidated lnterim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
I 5. Shareholders' equitY<br />
Deficit<br />
Accumulated other comprehensive income (a)<br />
Share capital (b)<br />
Gontributed surplus(d)<br />
a) Accumulated other comprehensive lncome<br />
- 204 -<br />
March 3l<br />
2007<br />
December 31<br />
2096<br />
(Audited)<br />
$ (22,779) $ (3,305)<br />
6.005 6.'177<br />
(16,774) 2,872<br />
382,780 311,160<br />
404 - 916<br />
$_t09é1ll $-3L4É4!!<br />
Accumulated other comprehensive income represents the unrecognized exchange adjustment on the net<br />
assets of the Companyis subsidiaries that operate in the United States of America, Germany and The<br />
Netherlands. The chang-e for the period reflects the impact of currency movements during the period on these<br />
net assets.<br />
The rates of exchange in effect on March 31,2007 was $1.00 USD = $1.16 CAD and €1.00 EUR = $1.54 CAD<br />
(December 31, 2006-$1.00 USD = $1.17 GAD and € 1.00 EUR = $1.54 CAD). The av_ef1g9 rate of exchange<br />
iorthe first quarter of 2007 was $1.00 USD = $1.17 CAD and € 1.00 EUR = $1.54 CAD (March 31, 2006'<br />
$1.00 USD = $1.16 GAD and € 1.00 EUR = $1.39 CAD).<br />
b) Share capital<br />
The Gompany is authorized to issue an unlimited number of Class A Subordinate Voting Sha1gs ("Class A'), an<br />
unlimited'nuñrber of Class B Multiple Voting Shares ("Class B"), an unlimited number of Class A Preferred<br />
Shares ("Preferred"), issuable in sèries and an unlimited number of Class B Preferred Shares ("Prefened"),<br />
issuable in series.<br />
Holders of Class A shares shall be entitled to receive notice ol to attend and to vote at all meetings of the<br />
shareholders of the Company, voting together with holders of Class B shares, except for meetings at which only<br />
holders of a specified clãss ór serieõ are entitled to vote. Class A shares shall be entitled to one vote for each<br />
Class A share held.<br />
Holders of Class B shares shall be entitled to receive notice of, to attend and to vote at all meetings of the<br />
shareholders of the Gompany, voting together with holders of Glass A shares, except for meetings at which only<br />
holders of a specified cËss ór serieè are entitled to vote. Class B shares shall be entitled to twenty-five votes<br />
for each Class B share held.<br />
Class A shares will be convertible into Class B shares ¡n certa¡n limited circumstances involving offers made to<br />
all or substantially all of the holders of Class B shares.<br />
Dividends are payable on Class A shares and Class B shares when declared by the Board of Directors. The<br />
Glass A and Class B shares rank equally in dividend eligibility.<br />
preferred shares may be issued from time to time in one or more series, each series comprising the number of<br />
snãrei, designationsl rights, privileges, restrictions and conditions which the Board of Directors determines by<br />
resolutíon pr-ior to issua-nce. ' Prefðrred shares are non-voting and rank in priority to the Class A and Class B<br />
shares with respect to dividends and distribution upon dissolution. No Preferred shares have been issued.
Homburg lnvest Inc.<br />
Notes to Canadian GAAP Gonsolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
f 5. Shareholders'equitY (cont.)<br />
The following table sets forth the partículars of the issued and outstanding shares of the Company:<br />
lssued and outstanding at<br />
December 31, 2005<br />
Exercise of options<br />
Acquisition of properties (Notes 5, 6 & 7)<br />
Repayment of acquisition related debt<br />
Acquisition of investment<br />
Public share issue (c)<br />
lssue costs, net of income taxes<br />
Dividend reinvestment Plan<br />
lssued and outstanding at<br />
December 31, 2006<br />
Exercise of oPtions<br />
Acquisition of properties (Notes 5, 6 & 7 )<br />
Private and other share issues (c)<br />
lssue costs, net of income taxes<br />
Dividend reinvestment Plan<br />
lssued and outstanding at<br />
March 31, 2007<br />
c) Private placements and public issue<br />
d) Contributed surPlus<br />
Glass A Glass B<br />
Subordinate MultiPle<br />
Votino Shares Votinq Shares Stated Capital<br />
(000's) (000's)<br />
57,818<br />
362<br />
7,200<br />
3,000<br />
19<br />
'14,286<br />
4.405<br />
87,090<br />
1,339<br />
2,954<br />
6,500<br />
2.168<br />
100Æ1<br />
March 3l<br />
2007<br />
$ 916<br />
::<br />
30,845 $ 161,670<br />
52 1,200<br />
40,798<br />
19,395<br />
66<br />
68,406<br />
(466)<br />
20.091<br />
30,897 311,160<br />
618 4J26<br />
20,095<br />
33,205<br />
(75)<br />
14.269<br />
31.515 I 382.780<br />
ln January 2007, the Company issued 6,368,164 Glass A Subordinate Voting Shares at a price of $5'12<br />
under a piivate placement. The placement was subject to board and regulatory approval'<br />
In June 2006, the Company completed a public issue of 14,285,715 Class A Subordinate Voting Shares at a<br />
price of EUR €3.50 ($4.SS¡ per share. The conversion to Canadian was based on the exchange rate in<br />
äffect on the date the share proceeds were received. lssue costs of $3,536, less related income taxes of<br />
51,212, have been netted against the gross proceeds.<br />
Beginning of period<br />
Applied lo stock options exercised<br />
End of period<br />
- 205 -<br />
December 31<br />
2006<br />
(Audited)<br />
$ 1,143<br />
(512) e27)<br />
$:lg $-91-o
Homburg Invest lnc.<br />
Notes tdcanadian GAAP Consolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
15. Sharehotders' equitY (cont.)<br />
e) Stock oPtions<br />
Under the Company's Stock Option Plan, the Gompany may grant options to its directors and officers of the<br />
Corp"ny and'emþloyees of the management'corñpany.-Slock Options may b9- granted under the<br />
cãrñi- sto* ôpúãñ-nan on authoñzed but un'rssuèd Glass A subordinate Voting shares of the<br />
Córi;ã"i. New Stoc[ Options may not be granted under the Plan on Class B Multiple Voting Shares of the<br />
Company. nowever, iti"rè ireviousti granted Stock Options to purchase Class B-Multiple Voting<br />
õñärãi that are outriañoinó "r" ãnà'unexerciéeð under the Plan. The maximum number of Class B Multþle<br />
vöt¡irlsr.tãr* ¡s"uaúìð puiiuãnt to Stock options outstanding under the Plan shall not exceed that number<br />
oiCrãr" B Multipte Votiåg Shares which are issuable pursuant to outstanding Class B ORtio¡¡ from time-toùmó<br />
ttn" Class B snare ñrax¡mum). The maximum nùmber of Class A Subordinate Voting Shares ìssuable<br />
Ëräuäni tó stocr opi¡onéäiJtàñoing unoer the ptan shatl not exceed 1oolo of the aggregate number of<br />
issued and outstanoiñ! ctass A suboidinate Voting shares and.class B Multiple voting shares at the time<br />
oïõr"nt láss the Ctasð B share maximum at the time of grant. Under the plan, the.exercise price of each<br />
ãp.tòn jrr"¡ not be È; tha; ih" ðbs¡ng market price of thé Class A Subordinate Voting Shares on the TSX<br />
oñ tne tasttrading Oãy pr¡òrto the datðof grandng of the stock option and an oPtion's maximum term is 10<br />
yäars. Options aie gräiteo and vest at the discretion of the Board of Directors.<br />
on March 31,2007, there were NIL Class B Multiple Voting share options granted but unexercised and<br />
ãii ,sãa ð1".é R Suuordinate Voting Share options granted and. unexercised.<br />
in"'óãrp"ny follows the recomme-ndations óf sect¡õn 3870 of the ClcA Handbook concerning stock Based<br />
Cómpendatio'n anO Ottlei payments wherein fair value of each option grant.is estimated on the date of grant<br />
ur¡nóin" È¡nom¡al ói sim¡tai option pricing model. The fair value of each option granted was estimated<br />
u"inõ tir" exercise price and the following weighted average assumptions:<br />
Expected volatilitY<br />
Risk free interest rate<br />
Expected lives<br />
Expected dividend Yield<br />
- 206 -<br />
40.0o/o<br />
3.31 - 3.65%<br />
3.5 - 5 Years<br />
5.60/o
Homburg Invest Inc.<br />
Notes to Ganadian GAAP Gonsolidated lnterim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
15. Shareholders' equlty (cont.)<br />
A summary of the status of the Company's Stock Option Plan as at March 31,2007 and December 31, 2006<br />
and changes during the periods ending on those dates is presented below.<br />
Outstanding at beginning of period<br />
Exercised<br />
Expired<br />
Outstanding at end of period<br />
- 207 -<br />
March 3l<br />
2007<br />
Shares Welghted-Average<br />
(000'sl Exercise Price<br />
2,528<br />
(1,957)<br />
571<br />
$ 2.07<br />
$ 1.85<br />
$ 2.85<br />
December 31<br />
2006<br />
(Audited)<br />
Shares Weighted-Average<br />
(000's) Exercjgq. Price<br />
2,947 $ 2.11<br />
(414) $ 2.35<br />
(5) $ 2.85<br />
$ 2.07<br />
-zþ29.<br />
Number of Shares Date of Expiration Exercise<br />
Under Option Grant Date Price .<br />
(000's)<br />
__571 June 29. 2005 June 29.2010<br />
2.85
Homburg lnvest lnc.<br />
Notes to Ganadian GAAP Gonsolidated lnterim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
16. lncome taxes<br />
Income tax expense differs from the amounts which would be obtained by applying the Canadian basic federal<br />
and provincial income tax rates and the rates for various foreign jurisdictions to earnings before income taxes.<br />
These differences result from the following items:<br />
Earnings before income taxes<br />
Combined income tax rate<br />
----33.00%<br />
lncome taxes $ 3,993<br />
lncrease (decrease) in income taxes resulting from:<br />
Non-taxable portion of capital gains and<br />
market value increase<br />
, Large corporation tax<br />
Canadian tax on foreign income<br />
Effective rate change in Canadian jurisdiction<br />
Foreign income taxed at different rates<br />
lncome taxes:<br />
Current income and capital taxes<br />
Future income taxes<br />
- 208 -<br />
March 31<br />
2007<br />
$_12J1_Et $__12Æ<br />
$Æ<br />
(377)<br />
90<br />
436<br />
l22sl<br />
$ 2,130<br />
r.369<br />
$_3,4!D<br />
March 31<br />
2006<br />
-------34.50.0/o<br />
$ 4,212<br />
$-3Jæ<br />
(5e0)<br />
144<br />
$ 924<br />
2.842<br />
$=:Æ<br />
Future income taxes primarily represent temporary timÍng differences resulting from income tax versus<br />
accounting depreciation. The accumulated future income tax liability at March 31,2007 is $53,941 (December<br />
31, 2006 - $53,095), The liability, which is primarily attributable to Investment properties, has been reduced by<br />
a future income asset of 91,471 (December 31, 2006 - $1,172) related to share issue costs.<br />
The Company has non-capital loss carry forwards in the amount of $34,192 (December 31, 2006 '524,674)<br />
which will be used to reduce future taxable income. These losses begin to expire in 2026 and have been<br />
included ín the calculation of future income taxes payable. The Company also has foreígn tax credit carry<br />
fopards in the amount of $1,236 (December 31,2006 - $1,106) which will be used to reduce future foreign<br />
taxes payable. These tax cred¡ts begin to expire in 2015 and have been included in the calculation of future<br />
income taxes payable.
Homburg Invest Inc.<br />
Notes to Canadian GAAP Consolidated lnterim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
17. Financlal instruments and risk management<br />
Financial instruments<br />
The Company does not acquire, hold or issue derivative financial instruments for trading purposes.<br />
The Gompany holds the following long term financial instruments: mortgages, mortgage bonds, corporate nonasset<br />
backed bonds, junior subordinated notes, long term payables and long term investments. The mortgages<br />
have a fair vatue of $1,182,435 (December 31, 2006 - $1,161,E91). The principal amount of the mortgage<br />
bonds have been guaranteed against currency fluctuatíons until maturity of the bonds in 2009 through 2012.<br />
The total fair value of all bonds is $403,765 (December 31,2006 - $395,551). The currency guarantee<br />
receivable is not susceptible to independent fair value valuation and as such valuation is carrying value. The<br />
junior subordinated notes have a fair value of $58,734 (December 31,2006 - $61,826). The long term<br />
investments are carried at their fair value,<br />
The fair values of long term financial instruments are based upon discounted future cash flows using discount<br />
rates that reflect current market conditions for instruments with similar terms and risks. Such fair value<br />
estimates are not necessarily indicative of the amounts the Company might pay or receive in actual market<br />
transactions. Potential taxes and other transaction costs have not been considered in estimating fair value, as<br />
management has determined these costs to be impractical to estimate.<br />
The Company's short-term financial instruments, comprising amounts receivable, cash, accounts payable and<br />
accrued liabilities, demand loans and security deposits are carried at cost which, due to their short-term nature,<br />
approximates their fair value.<br />
Risk management<br />
In the normal course of its business, the Company is exposed to a number of risks that can affect its operating<br />
performance. These risks, and the actions taken to minimize them are discussed below.<br />
a) Interest rate risk<br />
- 209 -<br />
The liabilities of the Company have fixed and floating interest rate components resulting in an exposure to<br />
interest rate movements. The Company has minimized its interest rate risk through a liability management<br />
policy. The Company allocates the matirrity of its debt over a period of approximately 30 years. In addition,<br />
ihe iompany has entered ¡nto interest rate swaps maturing in October 2014 in order to manage the imp_act<br />
of Ructuâting- interest rates on EUR €35,000 of its long term debt. Due to a reduction of interest rates in The<br />
Netherlandiand Germany during the three months ended March 31, 2007, the impact on the statement of<br />
earnings is revenue of $757 (March 31, 2006 - $1,670).<br />
b) Credit risk<br />
The Company's principal assets are commercial and residential buildings. Credit risk arises from the<br />
possibitity thai teñants may not fulfill their lease obligations. The Company mitigates this credit risk by<br />
þerformiñg credit checks on prospective tenants and ensuring that its tenant mix is diversified.
Homburg lnvest Inc.<br />
Notes to Canadian GAAP Consolidated lnterim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
17. Financial Instruments and risk management (cont)<br />
c) Currency risk<br />
Cunency risk arises from assets and liabilities denominated in US Dollars or Euros. The Company mitigates<br />
a portioli of its currency risk on mortgage bonds denominated in Euros through a guarantee agreement (See<br />
Note 12). The Company has also established internal hedging relationships between Euro-denominated net<br />
investments in foreign self-sustaining operations and Euro-denominated Bonds and Junior Subordinated<br />
Notes. At March 31, 2007, EUR €75,000 (December 31, 2006 - €75,000) of the Company's net investmeni<br />
was hedged with an equal amount of Euro-denominated debt. The hedge is considered to be an effective<br />
hedge at March 31, 2007 and will be regularly reviewed to assess the continued effectiveness of the<br />
hedging relationship. Cunency risk for other amounts denominated in US Dollars and Euros is mitigated by<br />
US Dollar and Euro revenue and expense streams related to property rentals.<br />
In support of the cunency guarantee the related party has ananged an arms length credit facility agreement.<br />
d) Concentratíon risk<br />
The Company's largest single tenant represents approximately 35% (March 31, 2006 - 18o/o) of property<br />
revenue for the period. The risk relates to the abili$ of the Company to replace this revenue stream on a<br />
¡mely basis while maintaining the related property costs. The Company mitigates this risk by entering into<br />
long term leases; reviewing financial stability of tenants; obtaining security or guarantees where appropriate;<br />
and geographic and industry segmentation of tenants. The Company also maintains their properties to a<br />
quality standard that would support timely re-leasing of a property.<br />
18, Related parly transactions<br />
The Company is controlled by the Chairman and Chief Executive Officer through holding companies,<br />
a) The Company has entered into agreements with companies commonly controlled by the Chairman and<br />
Chief Executive Officer to provide various services. A summary of the various revenues and expenses<br />
between related parties is as follows:<br />
March 31 March s1<br />
Rental revenue earned<br />
Asset and construction management fees incurred<br />
Property management fees incurred<br />
lnsurance incurred<br />
Service fees incuned<br />
Property acquisition/disposal fees incurred<br />
Mortgage bond guarantee fees incuned<br />
Demand loan interest and fees incurred<br />
Bond and other debt issue costs incuned<br />
- 210 -<br />
The transactions are recorded at exchange amounts.<br />
$_l1gg)<br />
$_Æ<br />
$_41q<br />
$ 2s1<br />
$__2gg<br />
$ 2*o¿z<br />
$__925<br />
$___ NlL<br />
$___1.060<br />
2007 2006<br />
$___fiz)<br />
$_!L4g<br />
$-__32!_<br />
$_Éq<br />
$______L4Íl<br />
$_3S00<br />
$_928<br />
$___93
Homburg lnvest lnc.<br />
Notes to Canadian GAAP Gonsolidated lnterim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31,2007<br />
18. Related party transactions (cont)<br />
- 211 -<br />
b) The Gompany has approved a resolution authorizing the property manager, a company commonly<br />
controlled by the Chairman and Chief Executive Officer, to operate trust accounts on its behalf as required<br />
to conduct business ofthe Company.<br />
c) Professional services of approximately $51 (March 31,2006 - $68) were purchased from a corporation of<br />
which one of the Company's directors is affiliated.<br />
d) The Company has entered into a guarantee arrangement for the principal and interest amounts of the<br />
Mortgage Bonds payable to maturity, with a company under the control of the Chairman and Chief<br />
Executive Officer, wherein it is protected against fluctuations in the Canadian dollar and the Euro (Note 12).<br />
The cost of this guarantee per annum until maturity is 1.5% on the Series 1 Bonds, 2.0o/o on the Series 2<br />
Bonds, and 1.60/o on the Series 4, Series 5, Series 6, and Series 7 Bonds.<br />
e) Included in accounts payable are mortgage bond guarantee fees of $925 (December 31, 2006 - $792) and<br />
management fees of 967 (December 31, 2006 - $71) payable to companies commonly controlled by the<br />
Chairman and Chief Executive Officer, which are non-interest bearing and have no set terms of repayment.<br />
f) The receivable of $3,088 (December 31, 2006 - $4,366) is from companies commonly controlled by the<br />
Chairman and Chief Executive Officer, which is non-interest bearing and has no set terms of repayment.<br />
g) The Company has borrowed construction financing in the amount of $NlL (December 31,2006 - $4,426)<br />
from a company controlled by the Chairman and Ghief Executive Officer. This loan is ínterest only at a rate<br />
of 8olo per annum.<br />
h) A subsidiary of the Company has an indemnification agreement with a company controlled by the Chairman<br />
and Chief Executive Off¡cer. The indemnification agreement, in the amount of $3,309 at March 31<br />
(December 31 , 2006 - $3,1 1 3), calls for the full amount to be settled during the year.<br />
i) On February 1,2007 the Company acquired an investment property from a company controlled by a<br />
member of the board of directors for $ 990.<br />
j) In January 2007, the Company issued 6,368,164 Ctass A Subordinate Voting Shares at a price of $5.12<br />
under a piivate placement to a company commonly controlled by the Chairman and Chief Executive Officer.<br />
The placement was subject to board and regulatory approval,
Homburg lnvest lnc.<br />
Notes to Canadian GAAP Gonsolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
19. Earnings pershare<br />
t'let eãminis ¡ier share has been calculated based on the weighted average number of shares outstanding as<br />
follows:<br />
Basic<br />
Class A Subordinate Voting<br />
Class B MultiPle Voting<br />
Diluted<br />
Glass A Subordinate Voting<br />
Class B MultiPle Voting<br />
The dilution consists of:<br />
Class A<br />
Exercise of options<br />
Conversion of long term PaYable<br />
Conversion of DIM PaYable<br />
Conversion of Promissory note<br />
Class B<br />
Exercise of oPtions<br />
March 31 March 31<br />
2007 2006<br />
(000's) (000's)<br />
93,540 57,985<br />
31.384 30.850<br />
_J25.024. ____-_9Ê-835<br />
99,662 63,068<br />
31.384 31.326<br />
-r:u.&9 -91,3e,1<br />
321<br />
224<br />
5,477<br />
6.022<br />
-.-<br />
1,124<br />
246<br />
3,631<br />
82<br />
5.083<br />
The dilutive effect of outstanding stock options on earnings per share is based on the application of treasury<br />
stock method. Under treasury stóck method, the proceeds from the exercise of such securities are assumed to<br />
be used to purchase shares ofthe same class.<br />
20. Commitments<br />
a) The following is a schedule of the future minimum<br />
subsidiary company.<br />
2007 - remainder of year $<br />
2008 $<br />
2009 $<br />
2010 $<br />
- 212 -<br />
476<br />
lease payments on several operating leases of a<br />
b) The Company and its subsidiaries have entered into various propefi management agreements, expiring<br />
between 2010 and 2012. (Note 18a)<br />
c) The Company has 6 construction projects underway to which it has signed commitments of $37'437'<br />
76<br />
68<br />
39<br />
26
Homburg Invest Inc.<br />
Notes to Canadian GAAP Gonsolidated lnterim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31,2007<br />
21. Supplemental cash flow information<br />
Change in non cash working capital<br />
March 31 March 31<br />
2007 2006<br />
Receivables and other $ 4,524 $ (503)<br />
Accounts payable and other liabilíties (5,803) 2,452<br />
Deferred leasing costs 130) rc72)<br />
$ .11.30s) $ 1,s77<br />
Interest paid<br />
Capital and income taxes paid<br />
22. Rental income under operating leases<br />
- 213 -<br />
$_19i!29 $_____!tn<br />
$_l¿u $=====3ig<br />
The Company's operations consist of leasing commercial and residential real estate. The following is a<br />
schedule by years of minimum future rentals on noncancelable operating leases having initial terms in excess<br />
of one year:<br />
2007 - remainder of the year $ I 12,878<br />
2008 132,405<br />
2009 131,218<br />
2010 129,558<br />
2011 130,299<br />
Thereafter 944.136<br />
$_1é90É94
Homburg lnvest Inc.<br />
Notes to Ganadian GAAP Gonsolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31. 2007<br />
23. Segmented Information<br />
The Company owns a diverse portfolio of residential and commercial income-producing properties located in<br />
Canada, The United States of America, Germany and The Netherlands. Sales and costs of properties<br />
developed for resale relate to properties within Canada. The accounting policies used in the preparation of the<br />
segmented information are the same as those described for the Company in Note 3 - Accounting Policies. The<br />
Company primarily evaluates operating performance based on net operating income. As such, interest,<br />
depreciaiioir and amortization, and general and administrative expenses have not been allocated to the<br />
segments. All key decisions pertaining to these items are managed centrally. The following provides a<br />
summary of key information of the Company's residential and commercial operating segments.<br />
Three Months Ended<br />
March 31, 2007<br />
Property revenue<br />
Operating expenses<br />
Three Months Ended<br />
March 31, 2006<br />
Property revenue<br />
Operating expenses<br />
Three Months Ended<br />
March 31,2007<br />
Property revenue<br />
Operating expenses<br />
Three Months Ended<br />
March 31, 2006<br />
Property revenue<br />
Operating expenses<br />
Retail Industrial Office Resldentlal Total<br />
$ 5,521 $ 8,253 $ 25,608 $ 654 $ 40,036<br />
1.278 - 230 ?.390 318 4.216<br />
ï-_--Æ $-ggg $ 29¿19 $i0 $-85.820<br />
Retail<br />
$ 4,346<br />
- 1.247<br />
$====3-9.99.<br />
Netherlands<br />
$ 9,661<br />
429<br />
$_9,æ<br />
Netherlands<br />
$ 3,282<br />
.51<br />
$_3.231_<br />
- 214 -<br />
lndustrial<br />
$ 7,481<br />
172<br />
$_JJ09<br />
Germany<br />
$ 20,207<br />
408<br />
$_l_gJss<br />
Germany<br />
$ 5,367<br />
29<br />
$_g.Egq<br />
Office<br />
$ 5,134<br />
1.596<br />
$___3-538<br />
Ganada<br />
$ 8,974<br />
2.837<br />
$_gstz<br />
Canada<br />
$ 7,815<br />
2.776<br />
$=Æ<br />
Residential<br />
$ 624<br />
315<br />
$__399<br />
US<br />
$ 1,194<br />
542<br />
s 652<br />
US<br />
$ 1,121<br />
474<br />
$_Q47<br />
Total<br />
$ 17,585<br />
3,330<br />
$_1!.255<br />
Total<br />
$ 40,036<br />
4.216<br />
$_95.8æ<br />
Total<br />
$ 17,585<br />
3.330<br />
$____14.255
Homburg lnvest lnc.<br />
Notes to Canadian GAAP Gonsolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31.2007<br />
23. Segmented information (cont.)<br />
March 31,2007<br />
Investment properties<br />
Mortgages payable<br />
Mortgage bonds payable<br />
December 31, 2006<br />
(Audited)<br />
Investment properties<br />
Mortgages payable<br />
Mortgage bonds payable<br />
March 31, 2007<br />
lnvestment properties<br />
Mortgages payable<br />
Mortgage bonds payable<br />
December3l,2006<br />
(Audited)<br />
Retall<br />
$_rc9,q!!9<br />
$_!!ü1<br />
$_52,fl2<br />
Retail<br />
$_1ru<br />
$Æ<br />
$-57J€E<br />
- 215 -<br />
lndustrial<br />
$_994&1<br />
$_919,ãs0<br />
$_29;t!4<br />
lndustrial<br />
$__190J0ä<br />
$_812.e50<br />
$___ 29,688<br />
Netherlands Germany<br />
$_{93É10 $===ggz€Z,g<br />
$_394.617 $_-__29!tl1<br />
$: $_39,9€<br />
Office<br />
$___t 1l¡E.756<br />
$__294é92<br />
$_9ø9<br />
Office<br />
$l!-aq!Æ<br />
SJÆ<br />
$_i¿32<br />
Netherlands Germany Canada<br />
lnvestment properties $Æ $-993¿Qg LJW<br />
Mortgages payable $13ru19 $-2.19-ã49 $:Æ5<br />
Mortgage bonds payable $: $-3q.814 $--lgegz!.<br />
Residential<br />
$__14¿q!_<br />
$_13.W<br />
$_<br />
Residential<br />
$===Æ1<br />
$____13tr<br />
$:<br />
Total<br />
$_lz5a,s5z,<br />
$_1L9!!.2e6<br />
$_98¿21.<br />
Total<br />
$__Lq90.295<br />
$_1*1E!,e84<br />
$ 96.686<br />
Ganada US Total<br />
$-2Egg!-9 $ 22.746 $ 1.752.s57<br />
$119,æ1 $_9,012 $_!,L9!!¿99<br />
$_19 14 $: $_223ÆL<br />
US Total<br />
$_23.421 $Jggg¿gÕ<br />
$=:_9É1 $_l*114.254<br />
$- $ 223.685<br />
At March 31,2007 Mortgage bonds payable total $223,890, exclusive of the currency guarantee receivable of<br />
$3,6E6. Of this amount 9127 ,119 related to properties under development and funds intended for acquisitions<br />
and development projects which will be located in Canada. The remaininS $96,771 is allocated to specific<br />
segments above.<br />
At December 31, 2006 Mortgage bonds payable total $223,685, exclusive of the currency guarantee receivable<br />
of $3,483. Of this amount $126,999 related to properties under development and funds intended for<br />
acquisitions and development projects which will be located in Canada. The remaining $96,686 is allocated to<br />
specific segments above.<br />
At March 31,2007, the Germany segment included one (December 31,2006 - two) tenants that individually<br />
represented greater than 10% of total property revenue. These tenants individually represented 35%<br />
(December 31 , 2006 - 28o/o and 1 1 %) of total property revenue for the period.
Homburg Invest lnc.<br />
Notes to Ganadian GAAP Gonsolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
24. Interest in joint ventures<br />
The Company, at March 31,2007 owns a partial interest in eight (December 31, 2006 - eight; March 31, 2006 -<br />
seven) limited partnerships. The ownership percentages range from 50/o to 55.55ol0. These partnerships operate<br />
commercial and residential rental properties.<br />
These financial stetements reflect the Company's share of the assets, liabilities, revenue and expenses of the<br />
limited partnerships in accordance with the principle of proportionate consolidation as follows:<br />
Assets<br />
Cash and cash equivalents<br />
Dev elopment p roperties<br />
Receivables and other<br />
Deferred charges<br />
Investment properties<br />
Liabilities<br />
Accounts payable and other liabilitíes<br />
Security deposits and prepaid rent<br />
Mortgages payable<br />
Distribution payable<br />
Revenue<br />
Property revenue<br />
Expenses<br />
Property operating expenses<br />
' General and administrative expenses<br />
Mortgage interest<br />
Depreciation and amortization<br />
Gash flow<br />
Net cash from operating activities<br />
Net cash from financing activities<br />
Net cash from investing activities<br />
- 216 -<br />
March 3l<br />
2007<br />
$ 1,426<br />
16,331<br />
389<br />
350<br />
December 31<br />
2006<br />
(Audited)<br />
$ 2,059<br />
15,054<br />
684<br />
750<br />
8.448 8.374<br />
$ 26.944 $_26.921<br />
$ 1l,785 $<br />
41<br />
5,276<br />
169<br />
$_17_g!<br />
March 3l<br />
2007<br />
$_429<br />
$ 172<br />
51<br />
80<br />
43<br />
$------Ë9<br />
$_202<br />
$-{r5,!<br />
$_í94)<br />
1 1,889<br />
JO<br />
5,311<br />
$___ï.236<br />
March 31<br />
2006<br />
$_____g<br />
$ 168<br />
I<br />
76<br />
37<br />
s 290<br />
$____1_e5<br />
$_Øl)<br />
$ (e)
Homburg Invest lnc.<br />
Notes to Canadian GAAP Gonsolidated lnterim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31, 2007<br />
25. Contingent liabilities<br />
a) There are claims which the Company is involved with, arising out of the ordinary course of business<br />
operations. The Company's management does not consider the exposure to such litigation to be material,<br />
although this cannot be predicted with certainty.<br />
b) Specific subsidiaries of the Company have been advised of a pending potential transfer tax assessment. The<br />
tax assessments, if issued would impose transfer tax on the acquisition of these properties by the subsidiaries.<br />
The potential liability would be EUR €7,831 ($12,070) and would increase the cost of the applicable properties<br />
should the Company be unsuccessful in defending the assessments. To date no assessments have been<br />
received, The Gompany has reviewed this matter, has received legal advice, and believes it is not required to<br />
pay the transfer tax on these acquisitions. Accordingly, the Company has not recorded any of the proposed<br />
transfer tax in its consolidated financial statements.<br />
26.lndemnities<br />
The Company has agreed to indemnify its directors and officers in accordance with the Company's policies.<br />
The Company maintains insurance policies that may provide coverage against certain claims.<br />
27. Subsequent events<br />
- 217 -<br />
a) The Company is continuing the issuance of Series HB10 Bonds for maximum value of EUR €100,005<br />
($154,144) bearing an annual¡nterest rateof 7.25o/o to be paid on a semi-annualbasis. To March 31,2007 EUR<br />
€7,770 ($11,973) had been issued. The Bond issue was approved by the Board of Directors and the Company<br />
has received regulatory approval. The proceeds from the issue will be used for general corporate purposes and<br />
for future acquisitions.<br />
b) The Company has entered into agreement to acquire an office building in the Netherlands for a purchase_<br />
price of approximately EUR €36,550 ($56,000). The transaction is expected to close in the second quarter of<br />
äOOZ anO will be financed with debt financing of approximately EUR €30,000 ($46,000) with the balance<br />
payable in cash.<br />
c) The Company has entered into agreement to sell a construction property in Canada which is being<br />
devefoped foi reèale. The transaction is expected to close in the second quarter of 2007 with total proceeds of<br />
approximately $34,000, which is in excess of the carrying value of the property.<br />
d) The Company has acquired a total of 25,938,238 units of Alexis Nihon Real Estate lnvestment Trust ("Alexis<br />
Nihon"¡. Thé aiquisition represents approximately 87o/o of the issued and outstanding units of the trust. The<br />
units were acquíred for a total cost of approximately $482,000. The acquisition is being financed with an<br />
acquisition bridge loan plus cash of approximately $65,000. The-Company has entered-into an agreement to<br />
disþose of specìfic properties within Alexis Nihon, subject to the Company obtaining 100% ownership in Alexis<br />
Nihon. The disposition of the specific properties is expected to be completed in the second or third quarter of<br />
2007; would result in a net cash inflow of approximately $300,000 after payout of applicable secured debt and<br />
taxes, which would be applied to reduce the balance of the acquisition bridge loan; and is secured by a deposit<br />
in trust of $17,100 from the purchaser.
Homburg lnvest Inc.<br />
Notes to Ganadian GAAP Gonsolidated Interim Financial Statements<br />
(CAD $ thousands except per share amounts)<br />
(Unaudited - Prepared by Management)<br />
March 31,2007<br />
27. Subsequent events<br />
e) The Company has entered into a joint venture agreement on the ownershíp of nine shopping centres located<br />
in the United States. Homburg will acquire an 80% interest in the joínt venture, with the properties valued at<br />
approximately USD $170,000 ($196,500). The acquisition, which is subject to bo.a1d approval and due<br />
ditigence, will be financed with approximately USD $107,000 ($124,000) of existing debt and the balance in<br />
cash. The transaction is expected to close in the second or third quarter of 2007.<br />
f) The Company has entered into agreement to sell a construction property in €anada which is being<br />
devetoped. The transaction is expected to close in the second or third quarter o12007 with total proceeds of<br />
approximately $377,000, which is in excess of the carrying value of the proper$.<br />
g) The company has acquired an office building in the Netherlands for a total purchase price of EUR €9,300<br />
[:it+,SOO¡. The iransaction was financed through the issuance o1284,210 Class A Subordinate Voting Shares,<br />
vaf ued at EUR e1,157 ($1,760); financing of EUR €7,500 ($11,a1a); and the remainder in cash.<br />
h) The Company has entered into an agreement to acquire a portfolio of ô3 propertìes located in Estonia,<br />
Lätvia and Lithúania for a purchase price of approximately EUR €197,000 ($304,000). The transaction is<br />
expected to close in the third quarter oÍ 2007 with debt financing for up to 80% of the aggregate purchase price'<br />
i) The Company has filed a preliminary short form prospectus for a public offering of approximately_$200,000 of<br />
éubscription reôeipts, each representing the right to rece¡ve one Class A Subordinate Voting Share of the<br />
Company. The offering is subject to regulatory and stock exchange approval.<br />
j) The Board of Directors has approved an increase ín the semi-annual dividend to $0.24 per share<br />
commencing with the second semi-annual dividend in 2007 '<br />
28. Gomparative flgures<br />
- 218 -<br />
Certain of the comparative figures have been reclassified to conform to the financial statement presentation<br />
adopted for the current period.
- 219 -
- 220 -
- 221 -
- 222 -
- 223 -
- 224 -
- 225 -
- 226 -
- 227 -
- 228 -
- 229 -
- 230 -
- 231 -
- 232 -
- 233 -
- 234 -
- 235 -
- 236 -
- 237 -<br />
UNAUDITED CONSOLIDATED INTERM FINACIAL STATEMENTS OF<br />
<strong>HOMBURG</strong>,31 MARCH2007, PREPARED IN ACCORDA]\ICE \ryrTH IFRS
- 238 -<br />
Homburg Invest Inc.<br />
Gonsolidated Interim Financial Statements<br />
International Financial Reporting Standards<br />
(Unaudited - Prepared by Management)<br />
March 31,2007
Contents<br />
Consolidated Interim Balance Sheet<br />
Consolidated Interim Statement of Eamings<br />
- 239 -<br />
Consolidated Interim Statement of Changes in Equi$<br />
Consolidated lnterim Statement of Cash Flows<br />
Notes to IFRS Consolidated lnterim Financial Statements
Homburg Invest Inc.<br />
Consolidated Interim Balance Sheet<br />
(Unaudited - Prepared by Management) March 31 December 31<br />
icRo $ tnousanðs exceót per share amounts) . 2007 ,. ?909<br />
(Audited)<br />
Assets<br />
Cash and cash equivalents<br />
Receivables and other (Note 9)<br />
Long term investments (Note 10)<br />
Restricted cash (Note 8)<br />
Development properties (Notes 3 & 7)<br />
Investment properties (Notes 3 & 6)<br />
Currency guarantee receivable (Note 11)<br />
l-labllities<br />
Accounts payable and other liabilities (Note 13)<br />
Derivative instrument liability (Notes 3 & 16)<br />
Construction financing (Note 12)<br />
Long term debt (Note 11)<br />
Defened income taxes (Note 15)<br />
Shareholders' EquitY (Note 14)<br />
Cor¡mitments (Note 19)<br />
Contingent liabilities (Note 20)<br />
Indemnities (Note 21)<br />
Subcequent events (Note 22)<br />
Appioved by the Board, MaY 10, 2007<br />
" Signed "<br />
Richard Homburg, Phzn., D. Comm.<br />
Director<br />
- 240 -<br />
" Signed "<br />
Edward P. OvsennY<br />
Director<br />
$ 40,303<br />
25,811<br />
140,421<br />
45,653<br />
337,155<br />
2,034,027<br />
3.686<br />
$_?.9¿2,95s<br />
8 202,812<br />
1,423<br />
91,151<br />
1,650,943<br />
109.970<br />
2.0s6.299<br />
570.757<br />
$ z,gzug.q<br />
$ 66,743<br />
33,026<br />
42,255<br />
20,892<br />
301,757<br />
1,957,808<br />
3.483<br />
s 2.425.964<br />
$ 135,576<br />
2,1 80<br />
91,201<br />
1,588,523<br />
104,480<br />
1.921.960<br />
504.004<br />
çJA2þ.e64<br />
Seeãccompanying notes to lhese consol¡dateed ¡nterim financial statemenls prepare! under Intemational Financial Reporting Standards'<br />
lñte¡m nnanc¡al statement preparsd under Canadlan GAAP are also available
Homburg lnvest Inc.<br />
Consolidated Interim Statement of Earnings<br />
Three Months Ended March 31<br />
(Unaudited - Prepared by Management)<br />
ZOOT 2006<br />
(CAD $ thousands except per share amountsì ., -- --,-.--<br />
Property revenue<br />
Sale of properties developed for resale<br />
Unrealized valuation changes<br />
Dividend income and distributions<br />
Other income<br />
Gain on derivative instrument<br />
Realized valuation changes<br />
Inteiest on long term debt<br />
Cost of sale of properties developed for resale<br />
Property operating expenses<br />
General and administrative<br />
Amortization<br />
Earnings before income taxes<br />
Income taxes (Note 15)<br />
Net earnings<br />
Earnings Per share (Note l8)<br />
Basic<br />
Class A Subordinate Voting<br />
,Class B MultiPle Voting<br />
Diluted<br />
Class A Subordinate Voting<br />
Ctass B Multiple Voting<br />
- 241 -<br />
$ 40,036<br />
15,948<br />
8,555<br />
1,969<br />
1,258<br />
757<br />
376<br />
68.8sq<br />
22,831<br />
13,523<br />
4,216<br />
1,912<br />
Note 4)<br />
$ 17,585<br />
1,593<br />
1,375<br />
829<br />
1,670<br />
7.798<br />
30,850<br />
8,636<br />
3,330<br />
1,162<br />
377 413<br />
_4AË9,<br />
13.541<br />
26,040 17,309<br />
7.060 5.250<br />
$ 18.980 $ 12.059<br />
:-<br />
$0.19<br />
qÉ<br />
$!1.14<br />
$9.14,<br />
$0.É,<br />
g!.1<br />
813<br />
s0.'t!<br />
see accompanying notes to these consol¡dateed interim financial stateme¡ts pr_€pared under Intemational F¡nancial Reporting Standards'<br />
lnterim financ¡al slatement pr6pared under Canad¡an GAAP are also available
Homburg Invest lnc.<br />
Consolidated Interim Statement of Changes in Equity<br />
Year Ended December 3l<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
Balance December 3l' 2005<br />
As previously reported<br />
Change in accounting PolicY<br />
(Note 4)<br />
As restated<br />
Net Earnings for the Period<br />
Excrcise of options<br />
Dividends ($0.30 per share)<br />
Acquisitions<br />
Repayment of acquisition<br />
related debt<br />
Dividend reinvestment Plan<br />
lssue costs<br />
Public share issue<br />
Acquisition of investment<br />
Applied to stock options<br />
exercised<br />
Current period foreign<br />
currency feserve for foreign<br />
self suslained operat¡ons<br />
Balance December 31, 2006<br />
Net,Earnings for the Period<br />
Private and other share issues<br />
Divi{ends ($0.1 I Per share)<br />
Acquisitions<br />
Dividend reinvestment Plan<br />
lssue costs<br />
Acq'.risition of investment<br />
Exercise of oPtions<br />
Applied to slock options<br />
exercised<br />
Current period foreign<br />
çurrency reserve for foreign<br />
self sustained operations<br />
Balance March 31, 2007<br />
Revaluation ShareCapital Contributed<br />
Surplus Surplus<br />
$ 32,994 $ 161,670 $ 1,143<br />
32,994 161,670<br />
973<br />
40,798<br />
19,395<br />
20,091<br />
(466)<br />
68,406<br />
AA<br />
227<br />
32,994 311 ,160<br />
$-õs¡ $@<br />
- 242 -<br />
33,205<br />
20,095<br />
14,269<br />
(75)<br />
3'614<br />
512<br />
-9i6<br />
$-g<br />
1,143<br />
(227)<br />
(512)<br />
Cumulative<br />
Foreign<br />
Currency<br />
Translation<br />
Account<br />
$ (18,803)<br />
(18,803)<br />
Retained<br />
Earnings<br />
(As restated<br />
Note 4)<br />
$ 80,987<br />
1,4n<br />
82,464<br />
94,766<br />
(31,256)<br />
Total<br />
(As<br />
restated<br />
Note 4)<br />
$ 257,991<br />
1,477<br />
259,468<br />
94,766<br />
973<br />
(31,256)<br />
40,798<br />
19,395<br />
20,091<br />
(466)<br />
68,406<br />
oo<br />
al 7A?<br />
12,960 145,974<br />
18,980 18,980<br />
33,205<br />
(23,2911 (23,2s1)<br />
20,095<br />
14,269<br />
(75)<br />
3,614<br />
tll\ t¿4\<br />
$-iz91g $_14Lg63 $_873¿EZ<br />
See accompanying notes to lhese consolidateed interim ñnancial statements prepared under Intematlonal Flnancial Report¡ng standards'<br />
lnterim financial statement prepared under Canad¡an GAAP are also available
Homburg Invest Inc.<br />
Gonsolidated Interim Statement of Gash Flows<br />
Three Months Ended March 3l<br />
(Unaudited - Prepared by Management)<br />
Operating activities<br />
Net earnings<br />
Adjustments for:<br />
Realized valuation changes<br />
Defened rental income<br />
Unrealized valuation changes<br />
Deferred and capital income taxes<br />
Amortization<br />
Gain on derivative instrument<br />
Foreign exchange gain<br />
Change in non-cash working capital (Note 23)<br />
Net'cash from operating activities<br />
Investing activltles<br />
livestment in investment properties<br />
Proceeds on sale of investment properties<br />
Decrease (increase) in restricted cash<br />
Receipt of funds on dePosit<br />
lncrease in intangibles<br />
Purchase of long term investments<br />
hìvestment in development properties<br />
Net cash used in investing activities<br />
Financlng activities<br />
lncrease in demand loans<br />
Decrease in mortgages PaYable<br />
Increase in mortgages payable for new debt<br />
Proceeds from bonds<br />
Decrease (increase) in related party receivable<br />
Increase in deferred financing charges<br />
lssue of common shares<br />
Dividends paid<br />
lr,prease (decrease) in construction financing<br />
Net cash from financing activities<br />
Increase in cash and cash equivalents<br />
Cash and cash equlvalents, beginning of perlod<br />
Cash and cash equlvalents, end of period<br />
Supplementalcash flow information (Note 23)<br />
- 243 -<br />
18,980<br />
(376)<br />
(3,327)<br />
(8,555)<br />
5,020<br />
377<br />
(7571<br />
ft38)<br />
11,224<br />
u.27sl<br />
9.945<br />
(5,936)<br />
I,090<br />
(24,761l.<br />
17,100<br />
(96,443)<br />
es.267l<br />
t138.217)<br />
54,467<br />
(5,905)<br />
25,961<br />
1,278<br />
(1,641)<br />
36,744<br />
(9,022)<br />
-, (50)<br />
101.832<br />
(26"t40)<br />
66.743<br />
$_1!1393.<br />
2006<br />
(As Restated<br />
Note 4)<br />
$ 12,059<br />
(7,7e8)<br />
(208)<br />
(1,5e3)<br />
3,922<br />
413<br />
(1,670)<br />
5,125<br />
1.949<br />
7.074<br />
(54,0e6)<br />
43,538<br />
32,342<br />
(2,077)<br />
(7,640)<br />
ø3.682)<br />
(61.615)<br />
20,722<br />
(9,627)<br />
32,704<br />
112<br />
1,596<br />
(570)<br />
639<br />
(2,e73)<br />
.- e.7?5<br />
52.328<br />
(2,213)<br />
34.185<br />
s 31.972<br />
See accompanylng notes to lhese consolldateed interim financial statements prepared under Intemational Financial Reporting Standards.<br />
tnterim financial statement prepared under Canadian GAAP are also avãilable
l<br />
Homburg Invest Inc.<br />
Nôtes to Intõrnational Financlal Reporting Standards Gonsolidated Interim Financlal Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except pershare amounts)<br />
March 31. 2007<br />
1. Basis of financlal statement presentation<br />
These consolidated financial statements have been prepared under International Financial Reporting Standards<br />
iiÈRs'i |j HorUurg Invest Inc. (the "Company"¡ tiaOês on the Euronext Amsterdam. As the Company is a<br />
òãnao¡án Resident -corporation ii is also iequiréo to prepare a separate set of financial statements under<br />
Canadian Generaly niceptéo Accounting irinciples'("Cãnadian gAAP'l): The [rost significant financial<br />
differences between tne irhs and Canadiãn GAAÞ statèments, are that while the IFRS statements reflect the<br />
investment properties and development properties at fair value and are without depreciation charges, the<br />
Canadian dR¡þ ¡nancial stateménts reèord the investment properties at historical cost less accumulated<br />
ã"plãii"t¡"ñ. ln aàCit¡on, cértain Oeterred charges related to leasing fees have been recorded as an asset ¡n<br />
tnË Cãnaoian GAAp finaåciat statements and w-ill be charged to expense over the period of the related lease'<br />
These charges are written off in the year of incurrence under IFRS'<br />
2. Nature of oPeratlons<br />
Homburg lnvest Inc. a corporation incorporated under the laws of Alberta, Canada' is listed on The Toronto<br />
dto.i Êic¡"nge Crsx,'iãio tñá Èuroneit Amsterdam ('AEX"). The class A subordinate Voting shares trade<br />
;ñ"i tù rymîoi"tt¡.d',-"nd th" Ctass B Multiple Votiàg Sháres trade as uHll,B" on the TSX and the Class A<br />
Subordinaté Voting Shares trade under the symbol "Hll" on the AEX'<br />
The principal place of business is 174'l Brunswick Street, Suite 600, Halifax, Nova Scotia' Canada'<br />
The Company and ¡ts subsidiaries lease, build and sell commercial and residential real estate interests located<br />
in õanãOä, Gêrmany, The Netherlands, and The United States of America.<br />
3. Summary of signiflcant accountlng policies<br />
The Company's accounting and reporting policies conform to lnternational Financial Reporting Standards'<br />
These poiicies are summarized as follows:<br />
a) General and consolidatlon<br />
The consotidated financial statements are prepared in accordance. with International Financial Reporting<br />
Standards. rne comiãnyr ãoõuitiñg poticiãi and its financiaf disclosures are in accordance with the<br />
r-:ãàrmènO"tions of tire International Aócbunting Standards Board (IASB)'<br />
For 2007 and 2006, these consolidated financiãl statements include the accounts of the Company's wholly<br />
owned subsidiaries";õ;ñ;g Shàt"Co lnô, ttomburg Invest-(USA) Limìted, and,. Homburg (US)<br />
lncorporated, wnicir are cãñå-oi"ñ CompanleJ íncorporate'o in^the Piovince of Nova Scotia; and Homburg<br />
Hotdings (US) tnc., ùf'¡.rt ii in.orpg¡åt9o. in ti"'st"t" of Golorado; and Blackfoot Development Ltd',<br />
Homburg Han¡s oevåiäpîent ltã.,'Cita¿el weit Development ttd., churchill Estates Development Ltd''<br />
tnverness Estates rÑ;6r;"i-Lt'0., Hign Rvei oevetoiment !td.,, cP Development.Lld., Homburg Kai<br />
Development l-t0., --l-lóf,ianO CarOêns- Development LtO., ruo*n Calgary Land Ltd', and Castello<br />
Developments Ltd., which are Canadian companiäs ìncorqorated.,in the Province of Alberta; and Homburg<br />
Holding (NETH) Beheer B.V. which is incorporated in ihe. Netherlands. New wholly owned subsidiary'<br />
Homburg Acquisition Inc., a Canadian company incorporated in the Province of Alberta has been added in<br />
2oo7.<br />
lnadditiontheGompany'seighty.four(December31,2006-seventy.five;M-aI9!31,2006-sixty)who||y<br />
owned timiteo partnJriüiri ãño éignt ldecember<br />
31, äooo - elg¡t; Màrch 31, 2006 -'seven) partially owned<br />
limited partnerships, which operate commercial anú residentiãl rental properties, .are-accounted for using<br />
c.onsot¡dation or p.port¡on"iåôJnioi¡o"tion ãs appropriate. Fifieen (Dâcember 31,2006 - ten; March 31,<br />
2006 - four) of thèse'limited partnerships own corporate structures.<br />
-<br />
- 244 -
- 245 -<br />
Homburg Invest Inc.<br />
Notes to Intõrnational Financial Reportlng Standards Gonsolldated lnterim Flnancial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except pershare amounts)<br />
March 31. 2007
Homburg lnvest Inc.<br />
Notes to Intãrnational Flnanclal Reporting Standards Consolidated Interlm Flnancial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except pershare amounts)<br />
March 31, 2007<br />
3. Summary of slgnificant accounting policies (cont')<br />
b) Properties<br />
i) lnvestmentproPerties<br />
Investment properties held are carried at fair value.<br />
The Company has adopted apptication of |AS-40-lnvestment Property, and has chosen the Fair Value<br />
method of presenting its investment properties in the financial statements.<br />
The fair value of investment properùes'is based on valuations by a combination of independent appraisers<br />
and management esi¡mãtes' pls any capital additions since the date of the most recent appraisal.<br />
Managere-nt regutarly unOértai
Homburg Invest Inc.<br />
Notes to International Financial Reporting Standards Gonsolidated Interim Financlal Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
3. Summary of significant account¡ng pollcles (cont.)<br />
d) Revenue recognition<br />
Management has determined that all of the Company's leases with its various tenants are operating leases.<br />
Minimum rents are recognized on a straight-line basis over the terms of the related leases. The excess of<br />
rents recognized over amounts contractually due is included in defened rental receipts on the Company's<br />
balance sheet. The leases also typically provide for tenant reimbursements of common area maintenance,<br />
real estate taxes and other operat¡ng expenses, which are recognized as revenue in the period earned.<br />
Gains and losses from the sale of properties are recorded when the collection of the sale proceeds is<br />
reasonably assured, and all other significant conditions respecting rights and ownership are met. Properties<br />
which have been sold, but for which these criteria have not been satisfied are included in properties held for<br />
resale. There were no such properties at March 31 ,2007 and December 31, 2006.<br />
The Company follows the provisions of IAS 40 and accounts for its investment property using the fair value<br />
rnodel and records any unrealized valuation changes as income (expense) in the period of the valuation<br />
change.<br />
e) lncome taxes<br />
- 247 -<br />
The Company follows the tax liability method for determining income taxes. Under this method, deferred tax<br />
assets and liabilities are determined according to differences between the carrying amounts and tax bases of<br />
specific balance sheet items. Deferred tax assets and liabilities are measured based on enacted or<br />
substantively enacted tax rates and laws at the date of the financial statements for the years in which these<br />
tgmporary differences are expected to reverse. Adjustments to these balances are recognized in earnings as<br />
they occur.<br />
f) Gash and cash equlvalents<br />
Cash and cash equivalents include cash on hand and balances with banks, net of bank overdrafts and highly<br />
liquid temporary money market instruments with original maturities of three months or less. Bank borrowings<br />
are considered to be financing activities.<br />
g) Foreign currency<br />
Operations outside of Canada are considered to be self-sustaining and use their primary currency for<br />
recording substantially all transactions. The accounts of self-sustaining foreign subsidiaries are translated<br />
using the current rate method, whereby assets and liabilities are translated at period-end exchange rates<br />
while revenues and expenses are converted using average exchange rates. Gains and losses arising on<br />
translation of these subsidiaries are defened and included in the cumulative foreign currency translation<br />
account within shareholders' equity.<br />
h) Stock optlons and contributed surplus<br />
The Company has a stock-based compensation plan which is described in Note 14 e). The Company<br />
ascounts for its grant under this plan in accordance with the fair value-based method of accounting for stockbased<br />
compensation. There has been no compensation cost charged against income in2007 or 2006.<br />
i) Uqe of estlmates and measurement uncertalnty<br />
The preparation of financial statements in conformity with International Financial Reporting Standards<br />
requires management to make estimates and assumptions that affect the reported amounts of assets and<br />
liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the<br />
reported amounts of the revenues and expenses during the reporting period. Significant estimates made by<br />
management include future cash flows and capitalization rates used in determining fair value of investment<br />
properties. Actual results could materially differ from those estimates.
Homburg Invest Inc.<br />
Notes to International Financial Reportlng Standards Gonsolidated Interim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
3. Summary of signlficant accountlng pollcies (cont.)<br />
j) Long term ¡nvestments<br />
Long term investments are carried at fair value.<br />
k) Derivative financlal lnstruments<br />
The Company has entered into interest rate swaps in order to manage the impact of fluctuating interest rates<br />
on certain of its long term debt. The cunent interest rate swaps do not qualifo for hedge accounting and are<br />
adjusted to fair value and recognized in eamings in the reporting period.<br />
l) Deferred financlng costs<br />
The Company follows a policy of capitalizing the costs associated with obtaining long term financing. These<br />
costs are being amortized using the effective interest rate method over the term of the related debt.<br />
4. Ghange in accounting PolicY<br />
Deferred flnancing costs<br />
During 2006, the Company changed its accounting policy with regards to financing costs. These costs were<br />
previously expensed in the period incuned. Effective with the June 30, 2006 reporting pe¡1od, these costs are<br />
now being deferred and amortized over the term of the related debt. The change was applied retroactively and<br />
the Company feels the current policy will more accurately reflect the annual and total costs of the Company's<br />
financing over the entire term of the related debt, The impact of the change in the accounting policy on the<br />
ending balance of the retained eamings on December 31, 2005 is $1,477. The impact of the change in<br />
accounting policy on the reported information is as follows:<br />
Statement of Earnlngs<br />
Decrease in interest on mortgages and bonds<br />
Increase in amortization expense<br />
lncrease in income tax expense<br />
Increase in net eamings<br />
Increase in earnings Per share<br />
Basic Class A and Class B<br />
Diluted Class A and Class B<br />
Statament of Cash Flows<br />
lncrease in funds from operations<br />
Increase in deferred financing costs<br />
- 248 -<br />
March 31 March 31<br />
2007 2006<br />
$$570<br />
$$117<br />
$$156<br />
$$2e7<br />
$ $ o.o1<br />
$ $ 0.01<br />
March 3l March 31<br />
2007 2006<br />
$$570<br />
$$570
Homburg lnvest Inc.<br />
Notes to lnternational Financlal Reporting Standards Gonsolidated lnterim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
5. Business acqulsltlons<br />
During the period the following significant acquisitions occurred:<br />
Acquisítion Date<br />
March 31,2007<br />
February 8,2007<br />
December 31, 2006<br />
(Audited)<br />
December 1, 2006<br />
June 22, 2006<br />
May 1, 2006<br />
March 31, 2006<br />
February 22,2006<br />
Location<br />
The Netherlands<br />
The Netherlands (2)<br />
The Netherlands<br />
Germany (2)<br />
Germany<br />
Canada<br />
Type of Property<br />
Office (5 Properties)<br />
Office (4 Properties)<br />
Commercial (4 Properties)<br />
Office<br />
Retail<br />
Food Service (9 properties)<br />
Shares lssued Gash<br />
Gonslderation<br />
-1999,q9q<br />
1.000.000<br />
_L9!9J00<br />
The shares issued as consideration for the acquisitions were issued at a value based on<br />
when the terms of the acquisition were agreed upon.<br />
:<br />
$- ,29-19<br />
$_4,308<br />
$itp<br />
$Jlt<br />
$_gru<br />
$--__9¿!!<br />
their market price<br />
The following is a summary of the amounts assigned to each major asset and liability at the date of acquisition:<br />
lnvestment Properties<br />
Receivables and other Assets<br />
Mortgages payable assumed<br />
Payables and other liabilities<br />
Net assets acquired<br />
Value of shares issued<br />
Cash consideration<br />
- 249 -<br />
The Netherlands<br />
$ 37,840<br />
221<br />
$ 38.061<br />
29.203<br />
360<br />
29,563<br />
$ 8,498<br />
ô.479<br />
$Æ
Homburg Invest lnc.<br />
Notes to Intõrnational Financlal Reporting Standards Gonsolidated Interim Flnanclal Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
5. Business acquisitions (cont.)<br />
Investment ProPerties<br />
Cash<br />
The The<br />
Netherlands (2) Netherlands<br />
$ 60,981 $ 199,938<br />
Receivables and other Assets 134 505<br />
61.1 15 200.443<br />
Mortgages payable assumed 46,593 143'698<br />
Non construction demand<br />
loan<br />
Deferred income taxes<br />
assumed<br />
Payables and other liabilities<br />
Net assets acquired<br />
Value of shares issued<br />
Cash consideration<br />
4.111<br />
50.704<br />
$ 10,41 1<br />
6,103<br />
$_L308<br />
- 250 -<br />
6.249<br />
149.947<br />
$ 50,496<br />
33.320<br />
$_1-L!_76<br />
(Audited)<br />
Germany (2)<br />
$ 610,418<br />
21,884<br />
2.470<br />
634.772<br />
390,412<br />
154,640<br />
12,715<br />
77.O05<br />
634.772<br />
$ NIL<br />
Germany<br />
$ 41,333<br />
91<br />
41.424<br />
32,704<br />
10<br />
32.714<br />
$ 8,710<br />
Canada<br />
$ 9,386<br />
61<br />
9.449<br />
236<br />
236<br />
$ 9,213<br />
Subsequent to the Germany(2) acquisition, 3,000,420 Class A Subordinate Voting Shares-with a value of<br />
$19,39å were issued räòáymei,t of acquisition related debt. ln the period e.nded March 31,2007,<br />
ñ"éäii"iionr Íelated to the "r construction retated costs of the Germany(2) properly resulted in a.decrease in the<br />
óãiãtr"sáno other liabitities of $3,337 assumed as part of the.acquisition. As a result, investment properties<br />
i'rave ¡een reduced by an equal amount during the current peñod'<br />
In all cases, the operating results of the acguired propertíes are included in the consolidated statements of<br />
earnings from the acquisition date.<br />
On a pro forma basis, had the February 8,2007 acquisition taken place at the beginning of 2007' the March 31'<br />
2007 revenue would be nigner Oy appioximately $4b3 ana the March 31,2007 earnings before taxes would be<br />
lower by approximatelY $61.
Homburg Invest Inc.<br />
Notes to International FlnancialReporting Standards Gonsolldated Interim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
6. Investment propert¡es<br />
Balance, beginning of period<br />
Additions (deductions):<br />
Disposals<br />
Cumulative cuffency translation adjustment<br />
Acquisition through purchases, plus capitalized costs on<br />
acguisition and transfers from development properties<br />
Gapitalized costs of ProPerties<br />
Unrealized valuation changes on investment properties<br />
Balance, end of period<br />
March 3l<br />
2007<br />
$ 1,957,808<br />
(s33)<br />
1,870<br />
December 31<br />
2006<br />
(Audited)<br />
$ 786,387<br />
(2,189)<br />
130,002<br />
64,405<br />
941,826<br />
573<br />
2,311<br />
10.304 99.471<br />
$_a0:!4.027 $_1_.e57.808<br />
ln the first quarter oi 2007 investment properties were acquired at an aggregate cos!^o!-$- 64,978. The<br />
acquisitions were f¡nanced by new debt and'other liabilities totaling $41,310, the issue of 2,603'731 Glass A<br />
Subordinate Voting Shares for $17,655 and cash of $5,936.<br />
In 2006 investment properties were acquired at an aggregate cost of $944,1 37. The acquisitions were financed<br />
by n"* debt and otñer'liabilities totatini¡ $854,465, tñé issue of 6,950,000 Class A Subordinate Voting Shares<br />
for $39,423 and cash of $50,249.<br />
lnctuded in investment properties is one property (2006 - one) with a carrying value of $709,527 (2006-<br />
$708,854) on which the tenant has a purchase option exercisable in2020.<br />
7. Development ProPerties<br />
- 251 -<br />
March 3l<br />
2007<br />
Land held for future develoPment $ 97,564<br />
Construction properties being developed for resale 239.591<br />
$_E¡!7J55<br />
December 31<br />
2006<br />
(Audited)<br />
$ 97,691<br />
204.066<br />
s 301.757<br />
f n the first three months of 2007, the Company capitalized acquisition, development and -re]ated costs of<br />
6ss,ssA (December 31, 2006 - $118,272) ór wn¡crr $4,780 (December 31, 2006 - $151120) was interest<br />
òapital¡zeà. These costs were financed'Oy tne assumption of d_ebt in the- amount of $7,500 (December 31' 2006<br />
- S-g,Oiõ1, thè issue of 350,000 (Decembêr 31, 2006 - 250,000) Class A Subordinate Voting Shares for $2'439<br />
(oeóemÉär 31, 2006 - $t,äzs¡ w¡tn tne remainder in cash and the assumption of other liabilities. Also during<br />
àOóZ EÑf f- (De'cember 31,'200'6 - $13,990) of completed proþcls were reclassified to investment properties and<br />
EiS,Oð2 (decem¡er 31, 2006 - $27,744) were reclassified from Land held for tuture development to<br />
Construction properties being developed for resale.
Homburg Invest Inc.<br />
Notes to lntãrnational Financial Reporting Standards Gonsolidated Interim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
8.-Restricted cash<br />
Restricted cash includes deposits on real estate properties, refundable commitment fees and secur¡ty deposits.<br />
9. Receivables and other<br />
Trade receivables<br />
Related party receivable (Note 17f)<br />
Deferred rental receipts (Note 3d)<br />
Prepaids<br />
Bonds receivable<br />
10. Long term investments<br />
" Cedar Shopping Centers, Inc. and misc.<br />
Alexis Nihon Real Estate Investment Trust<br />
DIM Vastgoed N'V.<br />
DIM Vastgoed N.V., October 2010 closing<br />
- 252 -<br />
March 3l<br />
2007<br />
$ 14,581<br />
3,088<br />
5,339<br />
2,803<br />
$_æ,gLl_<br />
March 3f<br />
2007<br />
$ s40$<br />
98,106<br />
22,826<br />
December 31<br />
2006<br />
(Audited)<br />
$ 19,705<br />
4,366<br />
2,945<br />
1,49E<br />
4.512<br />
$ 33.026<br />
December 31<br />
2006<br />
(Audited)<br />
930<br />
22,915<br />
18.549 18.419<br />
s_14A-4 - s 42Æ5<br />
The company holds 50,000 (December 31, 2006 - 50,000) common shares of cedar shopping centers' Inc'<br />
¡ö;dritãid"t estate invãstrient trust listed on the NewYork Stock Exchange (NYSE: CDR)'<br />
The company holds 5,274,539 (December 31,2006 - NIL) unìts of.Alexis Nihon Real Estate Investment Trust<br />
¡Át;a ñîúñ,,), a reat estãte ¡nvestment trust traded in thê TSX. The units are pledged as secuity for a margin<br />
account w¡th an out.t"niin! båtnc; òf $s¿,¿oz at period end. Subsequent to period end, the Company<br />
successfutty acquired "JJ¡t'r"nãr units of Alexis Ñihon io increase their holdings to approximatety 87olo of the<br />
issued and outstanding units (Note 22d)'<br />
The company,s investment in DIM Vastgoed NV. ('DlM") consists of deposit receipts representing 967'142<br />
(December 31, 2o0o - õoî,ì¿zl .na¡gs]_ot DlM, a'real éstatg-i1ye-¡tment company listed on the Euronext<br />
nrrtãrà"r Stock Exchañ ge'and'72,360 (December 31, 2006 - 72,360) direct owned shares'
Homburg Invest Inc.<br />
Notes to Intérnational Financial Reporting Standards Gonsolidated Interim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except pershare amounts)<br />
March 31, 2007<br />
10. Long term investments (cont.)<br />
- 253 -<br />
The Company's investment in DIM related to the October 2010 closing consists of deposit receipts representing<br />
842,586 (OeiemUer 31, 2006 - 835,123) shares of DIM which will be acquired October 1,2010. The Company<br />
has full vòting rights over these shares effective in the first quarter of 2006, however does not acquire legal títle<br />
until October-1 ,1OlO. The Sellers will receive 6.5 Class A Subordinate Voting Shares of Homburg Invest lnc. for<br />
each Df M share owned. The Sellers can elect, by December 16,2007, to receive their 2010 payment as a Cash<br />
price of USD $21.20 per share. The Sellers are entitled to all dividends paid on the DIM shares until the date of<br />
sale, however the Gómpany has voting control over those shares. Should the Sellers elect to receive their<br />
payment in the form of Clas's A Subordinate Voting Shares, the Company has agreed to a. dividend guarantee<br />
bnfttting the Seller to a price adjustment equal to the amount by which-the dividend on 6.5 Homburg Invest-lnc.<br />
shareiexceeds the dividend on I DIM share cumulative for the period from 2006 through to October 1 , 2010' At<br />
March 31 ,2007, the Company has no cumulative liability (December 31, 2006 - $460) related to the cumulative<br />
dividend guarantee. No amouht will be recorded as a dividend guarantee liability u¡til December ?007 when the<br />
Sellers eléct their method of payment in 2010, thus establishing the actual value of any liability' .This transaction<br />
has been included ¡n the càlculation of Diluted Eamings Per Share based on the assumption that all DIM<br />
shareholders will receive Class A Subordinate Voting Shares as fult payment. The total shares over which the<br />
Company has voting control represents in excess of 23o/o of the ¡ssued and outstandt!9 shargs of DlM. The<br />
Comþani does not ãctively participate in the financial and operating policy decisions of DIM and therefore does<br />
not accoúnt for their investment using the equity method of accounting.
Homburg Invest Inc.<br />
Notes to Intérnatlonal Financlal Reporting Standards Gonsolidated lnterim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
11. Long term debt<br />
Secured debt<br />
Mortgages PaYable (a)<br />
Mortgage bonds PaYable (b)<br />
Unsecured debt<br />
Corporate non-asset backed bonds (c)<br />
Junior subordinated notes (d)<br />
Deferred financing fees<br />
March 3l<br />
2007<br />
$ I,193,296<br />
223.890<br />
1.417.186<br />
December 31<br />
2006<br />
(Audited)<br />
$ 1,154,254<br />
223.685<br />
1.377.939<br />
l8l,535 160,015<br />
51.651 61.826<br />
243.186 22'1.841<br />
1,660,372 1,599,780<br />
(9.4291 (1.2571<br />
$J.Ë0.s4!1 $_-1égå5æ<br />
Long term debt has both fixed and variable interest rates. At period end the weighted average interest rate for<br />
all lo-ng term debt was 5.751% (2006 - 5.713o/o).<br />
Normal principal installments and principal maturities are as follows;<br />
2007 - remainder of Year $<br />
2008<br />
2009<br />
2010<br />
2011<br />
Subsequent Years<br />
NormalPrincipal<br />
lnstallments<br />
15,842<br />
19,55s<br />
23,504<br />
22,883<br />
28,366<br />
- 254 -<br />
Principal Bonds and Junior<br />
Maturities subordinated notes Tota!<br />
$ 52,125<br />
10,705<br />
214<br />
12,920<br />
16,937<br />
990.242<br />
19,689<br />
46,241<br />
61,686<br />
339.463<br />
ç rrn15n sÆ $=Æ $-l€90.372<br />
It is the Company's intention to seek renewals of the mortgage principal maturities at market rates.<br />
$ 67,967<br />
30,260<br />
43,407<br />
82,044<br />
106,989<br />
1.329.705
Homburg Invest Inc.<br />
Notes to lntõrnational Flnancial Reporting Standards Gonsolidated Interim Financlal Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
11.<br />
a)<br />
Long term debt (cont)<br />
Mortgages payable<br />
Mortgages payable are secured by a pledge of specific investment properties and an assignment of specìfic<br />
rentjreleiväbie, with maturity oatei oetween 2007 and 2020. Included in mortgages payable are the following<br />
foreign denominated amounts:<br />
USD denominated<br />
EURO denominated<br />
March 3l December 31<br />
2007 2006<br />
(Audited)<br />
$--_q.320 $_9,935<br />
$-9,912. $-9J9.1-<br />
€ ____09J.353 € _099.520<br />
$Jpz+339 $LQ47.e6o<br />
The period end exchange rates have been used to translate the non-Canadian mortgages.<br />
b) Mortgage bonds PaYable<br />
Bond<br />
Series<br />
HMBl<br />
HMBl<br />
HM82<br />
HM84<br />
HMBS<br />
HM86<br />
HMBT<br />
Maturitv<br />
December 15, 2009<br />
December 15,2009<br />
April25, 2010<br />
November 30, 201 1<br />
December 31,2011<br />
June 30, 2012<br />
June 30, 2012<br />
lnterest<br />
Rate<br />
10.007o<br />
- 255 -<br />
8.500/o<br />
7.50o/o<br />
7.50o/o<br />
7.5Oo/o<br />
7.50o/o<br />
7.25o/o<br />
USD<br />
CAD<br />
EUR<br />
CAD<br />
Amount<br />
cAD $4,420<br />
EUR €9.905<br />
EUR €3O.OOO<br />
EUR €2O,O1O<br />
EUR €2O.O1O<br />
EUR €31,230<br />
EUR €31.230<br />
March 31<br />
2007<br />
s 4,420<br />
15,269<br />
46,241<br />
30,843<br />
30,843<br />
48,137<br />
48.137<br />
s 223.890<br />
December 31<br />
2006<br />
(Audited)<br />
$ 4,420<br />
15,255<br />
46,198<br />
30,814<br />
30,814<br />
48,092<br />
48.092<br />
s 223.685<br />
The Mortgage Bonds are seven year bonds issued in series and secured by a frst or s.econd charge over<br />
specific aõsãts ano a corfoiateguärantee. The bonds mature between December 2009 and June 2012 and the<br />
óo.ó;ry ñãJtné op¡on to réOãer any Series of mortgage bonds. at their face amount anytime subsequent to<br />
tf'â fhn ånniversary'of the issue of the bonds. The inteiest is payable semi-annually on June 3-0 and December<br />
31. lncluded in the mortgage bonds are non-Canadian mórtla_ge bonds in the amount of EUR €142'385<br />
{Szts,+zo¡, (December Cr, zibo - EUR €142,38s ($219,20s)¡.- These amounts are translated at period end<br />
exchange rates.
Homburg Invest lnc.<br />
Notes to Intõrnational Financlal Reporting Standards Gonsolidated Interim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
11. Long term debt (cont)<br />
The Corñpany has entereá into guarantee arrangements on all of mortgage bonds-to maturity, with a<br />
_series<br />
company und'er the control of the-Cna¡rman and Chief executive Officer. Under the terms of the guarantee, the<br />
ConiparíV is protected from devaluation of the Ganadian dollar against the Euro, to a maximum limit equal to the<br />
face ïalúe oi each mortgage bond, and has relinquished any appreciation rights which may arise on the future<br />
set¡ement of its Euro ?eîom¡naieO Mortgage Bonds. The Mortgage Bonds, which are recorded at the<br />
prevailing exchange rate at March 31, 2001,-reflect an increase of $3,686 (December 3l' 2006 - $3'4E3) in<br />
þrincipalämount iepresenting a decrease in the Canadian dollar versus the Euro since the Mortgage Bonds<br />
ivere issued. This $b,686 inciease (December 31,2006 - $3,483) has been offset by the currency guarantee<br />
receivable which has been recorded as an asset.<br />
The final set¡ement of the currency guarantee asset or obligation will take place at the earlier of the retirement<br />
of thé mortgage bonds or their schãOupO maturity. As a result of the guarantee, there is no earnings impact<br />
related to changes in cunency value of the Mortgage Bonds.<br />
c) Gorporate non-asset backed bonds<br />
Bond Series Maturitv<br />
HB8<br />
H89<br />
HBlO<br />
May 31,2013<br />
October 31, 2013<br />
February 15,2014<br />
- 256 -<br />
lnterest Rate<br />
7.90o/o<br />
7.00%<br />
7.25o/o<br />
Amount<br />
March 31<br />
2007<br />
EUR €50,010 $ 77,083<br />
EUR €60,000 92,482<br />
EUR €7,770 11.970<br />
$ 181.535<br />
December 31<br />
2006<br />
(Audited)<br />
$ 77,012<br />
83,003<br />
$ 160.015<br />
The Corporate non-asset backed bonds are seven year bonds issued.in series and secured by a corporate<br />
grãrjntdu. The bonds ratur" between May 2013änd February 2014 and the Company has the option to<br />
i"o*", any series of bonds at their face amount anytime subsequent to the fifth anniversary of the issue of the<br />
bonds. Thê ¡nterest is payable semi-annually on Júne 30 and December 31. The bonds are issued in euros<br />
and have been transtated ãt period end exchange rates. Subsequent to period end, an additional EUR €53,748<br />
of Series HB10 was issued. As at March g1,2OO7,the Series HB10 bonds are still being issued to a maximum<br />
face value of €100,005.<br />
d) Junlor subord¡nated notes<br />
The Junior subordinated notes require interest only payments until maturi$ in 2036.. The notes,.which consist of<br />
Eùn €às,ooo and USD $20g00 tiave a fixed inteiest-rate until 2016 and variable thereafter until maturity. The<br />
Corpany has a redempt¡ãñ'ópiion effective ¡n 2011 until maturi$, and the outstanding balances are translated<br />
at period end exchange rates.
Homburg Invest Inc.<br />
Notes to Intãrnational Financial Reporting Standards Gonsolidated Interlm Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31,2007<br />
I 2. Construction financing<br />
The Company has arranged construction financing, which is demand in nature, for its development properties.<br />
Borrowin j rates on thesjfinancings are at fixed oi variable market rates, the weighted average.interest rate for<br />
aff constñrction financing is735% (December 31, 2006 -7.08%). The Company has pledged its development<br />
properties as security.'i.tpon comitetion of the properties it is the Company's intention to- seek long term<br />
hnancing at availablé market ratei. Included in'the balance is financing from related parties totaling $NlL<br />
(December 31, 2006 - $4,426). (Note 179)<br />
13. Accounts payable and other llabllitles<br />
- 257 -<br />
March 31<br />
2007<br />
Trade payables (Note 17e) ç 47,452<br />
Non construction demand loans (a) 79'319<br />
Income taxes payable 2,497<br />
Notes payable<br />
l'529<br />
Securiiy ileposits<br />
4'408<br />
17'1oo<br />
Deposii<br />
Loñg term payable (b) 25'504<br />
SnaienolOérs-of DIM Vastgoed N.V., due October 2010(c) 20'650<br />
Prepaid rents and deposits , , g {.qqq<br />
202.812<br />
December 31<br />
2006<br />
(Audited)<br />
$ 51,403<br />
25,077<br />
2,200<br />
1,773<br />
5,068<br />
25,481<br />
20,650<br />
3.924<br />
s 135.576<br />
a) Non construction demand loans include: a payable bearing interest.at US base ¡s¡¿ + 1% secured by<br />
däposit certificates representing 949,862 DIM shaies and a margin loan bearing interest at7 'ï%.secured by<br />
the investment in uniis of Alex]s Nihon (Note 10). The Non Construction Demand loan payable related to<br />
Ottrt st'aréi is USD $2f,S00 ($24,851) iOecemner 31, 2006 - $25,077) of obligations translated at period<br />
end exchange rates.<br />
b) The long term payables include a bonus of $1,440 to be paid on ascheduled development project-up-on<br />
tt{e earl¡eräf the óompletion of a specific construction projeci, sale of the related property or June 30, 2008.<br />
ine Oonur is payable in Class A Subordinate Voting Shares with the number of shares determined based on<br />
share vatue on the due date. Also inctuded is €15,612 ($24,063) (December 31, 2006 - $24'041)<br />
representing the purchase price option on the remaining 6.637o of MoTo Objekt Campeon GmbH & Co KG<br />
exercisable in the first qrárter oÍ 2012 and the accou-nt balances of the current 6.630/o partners. This is<br />
related to the 2006 Germany(2) acquisition as detailed in Note 5.<br />
c) The DIM Vastgoed N.V. ("DlM") payable relates to deposit certificates representing shares of DIM<br />
o'otained in the firsi quarter or àooo tôr'wñ¡ctr the Company does not make payment until octob-er 2010 (See-<br />
Ñôtu f Ol. The payable répresents the Cash Price option-payable.under the Share Purchase Agreement of<br />
USD $17,863 (betember 31, 2006 - $17,705) translated at the period end exchange rate'<br />
The Company has available credit facilities of $25,800 of which $],999 (December 31, 2006 - $NlL) is being<br />
utilized ai r,¡ár"n g1, zoo7. $1s,000 (December 31, 2006 - $15,000) of the credit facilities is with a company<br />
controlled by the Chairman and Ghief Executive Officer.
Homburg Invest Inc.<br />
Notes to Intérnatlonal Financial Reporting Standards Consolidated Interim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
14. Shareholderc' equity<br />
a) Cumulative currency translatlon adJustment<br />
- 258 -<br />
The cumulative currency translation adjustment represents the unrecognized exchange adjustment on the net<br />
assets of the Gompany's subsidiarieð that operate in the United States of America, Germany and The<br />
Netherlands. The changã for the period reflects the impact of currency movements during the period on these<br />
net assets.<br />
The rates of exchange in effect on March 31,2007 was $1.00 USD = $1.16 CAD and €1.00 EUR = $1.54 CAD<br />
(December 31, 2006 $1.00 USD = $1.17 CAD and € 1.00 EUR = $1.54 CAD). The ave11S9 late of exchange<br />
ior the first quarter ol2007 was $1.00 USD = $1.17 CAD and € 1.00 EUR = $1.54 CAD (March 31' 2006 -<br />
$1.00 USD = $1.16 CAD and € 1.00 EUR = $1'39 CAD).<br />
b) Share capital<br />
T'he Company is authorized to issue an unlimited number of Class A Subordinate Voting Sha1gs ("Class Al')' an<br />
unlimited'nuñber of Class B Multiple Voting Shares ("Class B"), an unlimited number of Class A Preferred<br />
énàrès ("preferred"), issuable in säries and-an unlimited number of Class B Preferred Shares ("Preferred"),<br />
issuable in series.<br />
Holders of Class A shares shall be entitled to receive notice ol to attend and to vote at all meetings of the<br />
shareholders of the Company, voting together with holders of Class B shares, except for meetings at which only<br />
holders of a specified ctáss ör serieé are entitled to vote. Class A shares shall be entitled to one vote for each<br />
Class A share held.<br />
Holders of Class B shares shall be entitled to receive notice of, to attend and to vote at all meetings of the<br />
shareholders of the Company, voting together with holders of Class A shares, except for meetings at which only<br />
holders of a specified clais oiser¡eiarã entitled to vote. class B shares shall be entitled to twenty-flve votes for<br />
each Class B share helc.<br />
Class A shares will be convertible into Class B shares in certain limited circumstances involving offers made to<br />
all or substantially all of the holders of Class B shares'<br />
Dividends are pãyaole on Class A shares and Glass B shares when declared by the Board of Directors. The<br />
Class A and Class B shares rank equally in dividend eligibility'<br />
preferred shares may be issued from time to time in one or more series, eâch series comprising the number of<br />
snãres, Oesignations, rights, privileges, restrictions and conditions which the Board of Directors determines by<br />
iesolutíon prïor to issuaice. ' preteireo shares are non-voting and.rank in priority to the Class A and Class B<br />
rnãiãJ witn respect to dividends and distribution upon dissolution, No Preferred shares have been issued.
Homburg Invest Inc.<br />
Notes to International Financial Reporting Standards Gonsolidated lnterim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except pershare amounts)<br />
March 31, 2007<br />
14. Shareholders' equlty (cont.)<br />
The following table sets forth the particulars of the issued and outstanding shares of the Company:<br />
Class A Class B<br />
Subordinate Multiple<br />
Votino Share.s Votino Shares Stated Caoital<br />
(000's) (000's)<br />
lssued and outstanding at<br />
December 31, 2005<br />
Exercise of options<br />
57,818<br />
362<br />
30,845 161,670<br />
52 1,20Q<br />
Acquisition of properties (Notes 5, 6 & 7)<br />
7,200<br />
40,798<br />
Repayment of acquisition related debt<br />
3,000<br />
19,395<br />
Acquisition of investment<br />
19<br />
66<br />
Public share issue (c)<br />
14,286<br />
68,406<br />
lssue costs, net of income taxes<br />
(466)<br />
Dividend reinvestment plan<br />
4.405<br />
20.091<br />
lssued and outstanding at<br />
December 31, 2006<br />
Exercise of options<br />
87,090<br />
1,339<br />
30,897 $ 311,160<br />
61E 4,126<br />
Acquisition of properties (Notes 5, 6 & 7)<br />
2,954<br />
20,095<br />
Private and other share issues (c)<br />
lssue costs, net of income taxes<br />
Dividend reinvestment plan<br />
lssued and outstandlng at<br />
March 31,2007<br />
Beginning of period<br />
Applied to stock options exercised<br />
End of period<br />
6,500<br />
2.168<br />
l99Jg!.<br />
March 3l<br />
2007<br />
$ 916<br />
33,205<br />
(7s)<br />
14.269<br />
_g!É!-ã $-E82.789<br />
c) P.'lvate placements and publlc lssue<br />
In January 2007, the Company issued 6,368,164 Class A Subordinate Voting Shares at a price of $5.12<br />
under a private placement. The placement was subject to board and regulatory approval.<br />
f n June 2006, the Company completed a public issue of 14,285,715 Glass A Subordinate Voting Shares at a<br />
price of EUR €3.50 ($4,95) per share, The conversion to Canadian was based on the exchange rate in effect<br />
on the date the share proceeds were received. lssue costs of $3,536, less related income taxes of fi1,212,<br />
have been netted againstthe gross proceeds.<br />
d) Contributed surplus<br />
- 259 -<br />
December 31<br />
2006<br />
(Audited)<br />
$ 1,143<br />
(512) e27)<br />
$-_404 $-9].q
Homburg Invest Inc.<br />
Notes to lnternational Financial Reportlng Standards Consolidated Interim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
14. Shareholders' equitY (cont)<br />
e) Stock options<br />
Under the Company's Stock Option Plan, the Company may grant options to its directors and officers of the<br />
Company and 'emþloyees ol the management company. S]ock Optiont T"y be_ granted under the<br />
Comþany's Stock ôpúon Plan on authoiized but unissued Class A Subordinate Voting Shares of the<br />
Comþany. New StocÈ Options may not be granted under the Plan on Class B Multiple Voting Shares of the<br />
Comþani. However, there are prwiously granted Stock Options to purchase Class B Multiple Voting Shares<br />
that äre'outstanding and unexbrcised dnðer the Plan. The maximum number of Class B Multiple Voting<br />
Shares issuable puisuant to Stock Options outstanding under the Plan shall not exceed that number of Class<br />
B Multiple Voting Shares which are i-ssuable pursuant to outstanding Glass B Options from time{o-time (the<br />
Class B share mãximum). The maximum number of Class A Subordinate Voting Shares issuable pursuant to<br />
Stock Options outstandiirg under the Plan shall not exceed 10o/o of the aggregate ny¡bgr of issued and<br />
éutstanding Class A Suboidinate Voting Shares and Class B Multiple Voting Shares at the time of grantless<br />
the Class É share maximum at the timè of grant. Under the plan, the exercise price of each option shall not<br />
be less than the closing market price of the Class A Subordinate Voting Shares on the TSX on the last<br />
trading day prior to thJdate of granting of the stock option and an option's maximum term is 10 years'<br />
Optioñs arô granted and vest at the discretion of the Board of Directors.<br />
On March 3'1,2007, there were NIL Class B Multiple Voting Share Options granted but unexercised and<br />
571,324 Class A Subordinate Voting share options granted and unexercised.<br />
The Gompany follows the recommendations of lnternational Financial Reporting Standard 2 concerning<br />
Stock Based öompensation and Other Payments wherein fair value of each option grant is estimated on the<br />
date of grant using the Binomial or similai option pricing model. The fair value of each option granted was<br />
estimatei using thé exercise price and the following weighted average assumptions:<br />
Expected volatility<br />
40.0o/o<br />
Risk free interest rate<br />
Expected l¡ves<br />
Expected dividend Yield<br />
- 260 -<br />
3.31 - 3,65%<br />
3.5 - 5 Years<br />
5.60/o
Homburg Invest lnc.<br />
Notes to Intãrnational Flnancial Reporting Standards Consolidated Interlm Financlal Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except pershare amounts)<br />
March 31, 2007<br />
14. Shareholders' equitY (cont.)<br />
A summary of the status of the Company's Stock Option Plan as at March 31,2007 and December 3l' 2006<br />
and chang'es during the periods ending on those dates is presented below.<br />
March 3l December 31<br />
2006<br />
Outstanding at beginning of period<br />
Exercised<br />
Expired<br />
Outstanding at end of Period<br />
- 261 -<br />
Shares Welghted-Average<br />
(000's) Exercise Price<br />
2,528 $ 2.07<br />
(1,957) $ 1.85<br />
$<br />
571 I 2.85<br />
(Audited)<br />
Shares Weighted-Average<br />
(000's) Exercise Price<br />
2,947 $ 2.11<br />
(414) $ 2.35<br />
(5) 2.85<br />
2.528 $ 2.07<br />
Number of Shares Date of Expiration Exercise<br />
Under Ootion Grant Date Price<br />
(000's)<br />
_57,1 June 29, 2005<br />
June 29,2010 $ 2.85
Homburg lnvest lnc.<br />
Notes to Intórnatlonal Financial Reporting Standards Gonsolldated lnterim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except pershare amounts)<br />
March 31, 2007<br />
15, lncome taxes<br />
Income tax expense differs from the amounts which would be obtained by applying the Canadian basic federal<br />
and provincial income tax rates and the tax rates for various foreign jurisdictions to earnings before income<br />
taxes. These differences result from the following items:<br />
March 3l March 31<br />
2007 2006<br />
(As restated<br />
Earnings before income taxes<br />
$=-é949<br />
Note 4)<br />
$-lJ-gg.g'<br />
Combined income tax rate<br />
_33.00 %<br />
lncome taxes<br />
Increase (decrease) in income taxes resulting from:<br />
Large corporation tax<br />
Canadian tax on foreign income<br />
Foreign income taxed at different rates<br />
Non taxable portion of taxable gains<br />
Permanent adjustment on unrealized and<br />
realized valuation changes<br />
Other<br />
lncome taxes:<br />
Current income and caPital taxes<br />
Deferred income taxes<br />
- 262 -<br />
-3Æ4.vo<br />
$ 8,593 $ 5,971<br />
90 144<br />
436<br />
(4141<br />
(5e0)<br />
(1,416)<br />
12291<br />
$-7,@ $-5¿æ<br />
(275)<br />
$ 2,130 $ ge¿<br />
4.930 4.326<br />
$-ruqg $ 9'250<br />
The accumutated deferred income tax liabilig at March 31,2007 is $109,970 (December31,2006 - $104'480)'<br />
The tiabitity is attributable to Investment pro¡ierties $104,4S2 (December 31, 2006 - $98,693) and Development<br />
prqperties'$6,g5g (December 31, 2006 -'$O,9SS). The liability has been reduced by a defened income tax asset<br />
ôf $t,+zt (December 31, 2006 - 91,172)related to share issue costs.<br />
The Company has non-capital loss carry forwards in the amount of $34,192 (December 31,2006 - $24'674)<br />
which wili be used to reduce future taiabte income. These losses begin to expire in 2026 and have been<br />
included in the calculation of defened income taxes payable. The company also has foreign tax credit carry<br />
forwards in the amount of $1,236 (December 31, 2006 - $1,106) which will be used to reduce future foreign<br />
ã;;; ;ãy"bià_1tèie tax cied¡ts bdgin to expire in 201s and have been included in the calculation of dererred<br />
income taxes payable.
Homburg lnvest Inc.<br />
Notes to lnternational Flnanciat Reporting Standards Consolidated Interim Financlal Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31,2007<br />
16. Financial instruments and risk management<br />
Financlal instruments<br />
The Company does not acquire, hold or issue derivative financial instruments for trading purposes.<br />
The Company holds the following long term financial instruments: mortgages, mortgage bonds, corporate non'<br />
asset baiked bonds, junior subordinated notes, long term payables and long term investments. The mortgages<br />
have a fair value of $1,182,435 (December 31, 2006 - $1,161,891). The principal amount of the mortgage<br />
bonds have been guaranteed against currency fluctuations until maturity of the bonds in 2009 through 2012.<br />
The totat fair vatue of all bonds is $403,765 (December 31, 2006 - $395,551). The junior subordinated notes<br />
have a faír value of $58,734 (December 31, 2006 - $61,826). The long term investments are carried at their fair<br />
value.<br />
The fair values of long term financial instruments are based upon discounted future cash flows using discount<br />
rates that reflect curent market conditions for instruments with similar terms and risks. Such fair value<br />
estimates are not necessarily indicative of the amounts the Company might pay or receive in actual market<br />
transactions. Potential taxesand other transaction costs have not been considered in estimating fair value, as<br />
management has determined these costs to be impractical to estimate.<br />
The Company's short-term financial instruments, comprising amounts receivable, cash, accounts payable and<br />
accrued líabilities, demand loans and securig deposits are carried at cost which, due to their short-term nature,<br />
app.'oximates their fair value.<br />
Risk management<br />
- 263 -<br />
In the normal course of its business, the Company is exposed to a number of risks that can affect its operating<br />
performance. These risks, and the actions taken to minimize them are discussed below<br />
a) lnterest rate risk<br />
The liabilities of the Company have fixed and floating interest rate components resulting in.an exposure to<br />
interest rate movements. Th'e Company has minimized its interest rate risk through a liability management<br />
policy. ,. The Company allocates the maturig of its debt over a period of approximately 30 years. ln addition,<br />
''ine<br />
öompany haé eniered into interest rateswaps maturing in October2014 in orderto manage the imLqct<br />
of fluctuátinj ¡nterest rates on EUR €35,000 of its long term debt.Due to a reduction of interest rates in The<br />
NetherlandJand Germany during the three months ended March 31,2007, the impact on the statement of<br />
earnings is revenue of $757 (March 31, 2006 - $1,670).<br />
b) Credit risk ' The Gompany's principal assets are commercial and residential buildings. Credit risk. arises from the<br />
possibitity'thai teñants-may not fulfill their lease obligations. Ttre Company mitigates_this credit risk by<br />
þerformiñg credit checks on prospective tenants and ensuring that its tenant mix is diversified.<br />
c) Cunency risk ' Currenóy ¡sk arises from assets and liabilities denominated in US Dollars or Euros. The Company mitigates<br />
a portion of its currency risk on mortgage bonds denominated in Euros through a guarantee agreement (See<br />
nöte t t¡. The Compa'ny has also eðta¡lisneO internal hedging relationships between Euro'denominated net<br />
invesmänts in foreign ielf-sustaining operations and Euro-denominated Bonds and Junior Subordinated<br />
Notes, At March 31,2007, EUR €75¡00 (December 31, 2006 - €75,000) of the Company's net investment<br />
was hedged with an equal amount of Euro-denominated debt. The hedge is considered to be an effective<br />
hedge aiMarch 3i, 2007 and will be regularly reviewed to assess_th.e continued effectiveness of the hedging<br />
relaäonship. Currency risk for other amounts denominated in US Dollars and Euros is mitigated by US Dollar<br />
and Euro revenue and expense streams related to property rentals.<br />
In support of the currency guarantee the related party has arranged an arms length credit facility agreement'
Homburg lnvest lnc.<br />
Notes to International Financial Reporting Standards Consolidated Interim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
16. Flnancial instruments and risk management (cont)<br />
d) Concentration risk<br />
The Company's largest single tenant represents approximately 35% (March 31, 2006 - 18o/o) of property<br />
revenue for the period. The risk relates to the ability of the Company to replace this revenue stream on a<br />
timely basis while maintaining the related property costs. The Company mitigates this risk by entering into<br />
long term leases; reviewing financial stability of tenants; obtaining security or guarantees where appropriate;<br />
and geographic and industry segmentation of tenants. The Company also maintains their properties to a<br />
quality standard that would support timely re-leasing of a property.<br />
17. Related party transactions<br />
The Company is controlled by the Ghairman and Chief Executive Officer through holding companies.<br />
a) The Company has entered into agreements with companies commonly controlled by the Ghairman and Chief<br />
Executive Officer to provide various services. A summary of the various revenues and expenses between<br />
related parties is as follows:<br />
March 31 March 31<br />
b)<br />
c)<br />
d)<br />
e)<br />
- 264 -<br />
Rental revenue earned<br />
Asset and construction management fees incurred<br />
Property management fees incuned<br />
lnsurance incurred<br />
Service fees incurred<br />
Property acquisition/disposal fees incurred<br />
fvlortgage bond guarantee fees incurred<br />
Demand loan interest and fees incurred<br />
Bond and other debt issue costs incuned<br />
The transactions are recorded at exchange amounts.<br />
2007 2006<br />
$_l! íJJJ)<br />
$J5gg $--1Jlfg<br />
$-4$ $--321<br />
$-2s1 $-ü!q<br />
$_ 206 $__1.4:!<br />
$_2M- $-3.600<br />
$__s25 $_920<br />
$-N!t $<br />
$-1990 $<br />
The Gompany has approved a resolution authorizing the property manager, a compaly commonly controlled<br />
by the Cliairrñan anil-Chief Executive Officer, to operate trust accounts on its behalf as required to conduct<br />
business of the Company.<br />
Professional services of approximately $51 (March 31, 2006 - $68) were purchased from a corporation of<br />
which one of the Company's directors is affiliated.<br />
The Company has entered into a guarantee arrangement for the principal and interest amounts of the<br />
Mortgage Borids payable to maturity, with a company under the control of the Chairman and Chief Executive<br />
Officér,-wherein it is protected against fluctuations in the Canadian dollar and the Euro (Note l1). The cost<br />
of this guarantee per annum until maturity is 1.5% on the Series 1 Bonds, 2.0o/o on the Series 2 Bonds, and<br />
1.6% on the Series 4, Series 5, Series 6, and Series 7 Bonds.<br />
lncluded in accounts payable are mortgage bond guarantee fees of $925 (December 31, 2006 - $792) and<br />
management fees of $67 (December 31,2006 - $71) payable to companies commonly controlled by the<br />
Chairman and Chief Executive Officer, which are non-interest bearing and have no set terms of repayment.<br />
The receivable of $3,088 (December 31, 2006 - $4,366) is from companies commonly controlled by the<br />
Chairman and Chief Executive Officer, which is non-interest bearing and has no set terms of repayment'
Homburg Invest lnc.<br />
Notes to International Financial Reporting Standards Consolidated lnterim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
17. Related party transactions (cont)<br />
g) The Company has borowed construc{ion financing in the amount of $NlL (December 31, 2006 - $4,426)_<br />
from a company controlled by the Chairman and Chief Executive Officer. This loan is interest only at a rate of<br />
8o/o Per annUm.<br />
h) A subsídíary of the Company has an indemnification agreement with a company contro-lled b_y the Chairman<br />
'<br />
and Chief Executive Officer. The indemnification agreement, in the amount of $3,309 at March 31<br />
(December 31 , 2006 - $3,1 1 3), calls for the full amount to be settled during the year.<br />
i) On February 1,2007 the Company acquired an investment property from a company controlled by a<br />
member of the board of directors for $ 990.<br />
j) In January 2007, the Company issued 6,368,164 Class A Subordinate Voting Sn"ryg qla price of $5.12<br />
- únder a piivate placement to a company commonly controlled by the Chairman and Chief Executive Offcer.<br />
The placement was subject to board and regulatory approval'<br />
18. Earnings per share<br />
Net income per share has been calculated based on the weighted average number of shares outstanding as<br />
follows:<br />
2007<br />
(000's)<br />
Basic<br />
Class A Subordinate Voting<br />
Class B Multiple Voting<br />
Diluted<br />
Class A Subordinate Voting<br />
Class B Multiple Voting<br />
The dilution consists of:<br />
Class A<br />
Exercise of options<br />
Conversion of long term paYable<br />
Conversion of DIM payable<br />
Conversion of promissory note<br />
Class B<br />
Exercise of options<br />
- 265 -<br />
93,640<br />
31.384<br />
_125ßu.<br />
99,662<br />
_gtEg4,<br />
_t!!1_gg<br />
321<br />
224<br />
5,477<br />
6.022<br />
57,985<br />
30.850<br />
_g!-935<br />
63,068<br />
31.326<br />
_91^994.<br />
1,124<br />
246<br />
3,631<br />
----5-q83<br />
_476<br />
The dilutive effect of outstanding stock options on earnings per share is based on the application of treasury<br />
stock method. Under treasury stock method, the proceeds from the exercise of such securities are assumed to<br />
be used to purchase shares ofthe same class.
Homburg lnvest lnc.<br />
Notes to International Financial Reporting Standards Consolidated lnterim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31,2007<br />
19. Gommitments<br />
a) The following is a schedule of the future minimum<br />
subsidiary company.<br />
2007 - remainder of year<br />
2008<br />
2009<br />
2010<br />
$<br />
$<br />
$<br />
$<br />
lease payments on several<br />
76<br />
6E<br />
39<br />
26<br />
operating leases of a<br />
b) The Company and its subsidiaries have entered into various property management agreements, expiring<br />
between 2010 and 2012. (Note 17a).<br />
c) The Company has 6 construction projects underway to which it has signed commítments of $37,437.<br />
20. Gontingent llabilities<br />
a) There are claims which the Company is involved with, arising out of the ordinary course of business<br />
oþerations, The Company's management does not consider the exposure to such litigation to be material,<br />
although this cannot be predicted with certainty.<br />
b) Specific subsidiaries of the Company have been advised of a pending potential transfer tax assessment. The<br />
táx àssessments, if issued would impose transfer tax on the acquisition of these properties by the subsidiaries.<br />
The potentiat liability would be EUR €7,831 ($12,070) and would increase the cost of the applicable properties,<br />
thus reducing the previously recorded unrealized valuation change recognized in income, should the Company<br />
be unsucceslful in defending the assessments. To date no assessments have been received. The Company<br />
has reviewed this matter, hai received legal advice, and believes it is not required to pay the transfer tax on<br />
these acquisitions. Accordingly, the Company has not recorded any of the proposed transfer tax in its<br />
consolidated fi nancial statements.<br />
21.lndemnities<br />
- 266 -<br />
The Company has agreed to indemnify its directors and officers in accordance with the Company's policies. The<br />
Company maintains lnsurance policies that may provide coverage against certain claims.
- 267 -<br />
Homburg Invest Inc.<br />
Notes to Intãrnational Financial Reporting Standards Gonsolidated Interim Financlal Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except pershare amounts)<br />
March 31, 2007<br />
22. Subsequent events<br />
a) The Company is continuing the issuance of Series HB10 Bonds for maximum value of EUR €100,005<br />
(étS+,t+¿) bêariñg an annualiñterest rateoÍ7.25o/o to be paid on asemi-annualbasis. To March 31,2007 EUR<br />
èl ,ZlO (Sí l,SZe) had been issued. The Bond íssue was approved by the Board of Directors and the Company<br />
has recèived regutatory approval. The proceeds from the issue will be used for general corporate purposes and<br />
for future acquisitions.<br />
b) The Company has entered into agreement to acquire an office building in the Netherlands for a purchase<br />
piice ot appioximately EUR €36,550 ($56,000). The transaction is expected to close in the second quarter of<br />
äOOZ anO will be finanied with debt financing of approximatety EUR €30,000 ($46,000) with the balance payable<br />
in cash.<br />
c) The Company has entered into agreement to setl a construction property in Can_a_d_a which is being developed,<br />
fór resale. The transaction is exþected to close in the second quarter of 2007 with total proceeds of<br />
approximately $34,000, which is in excess of the carrying value of the property.<br />
d) The Company has acquired a total of 25,938,238 units of Alexis Nihon Real Estate Investment Trust ("Alexis<br />
¡linon"). Thè aiquisition represents approximately 87o/o ol tng jgsugd and outstandjng units _of the trust. The<br />
units were acquired for a total cost of approximately $4S2,000. The acquisition is being financed with an<br />
acquisition bridge loan plus cash of approximately $65,000. The_Company has entered-into an agreement to<br />
disþose of specìfic propêrties within Alexis Nihon, subject to_the.Company obtaining 100% ownership in Alexis,<br />
Ñifion. fne äisposition'of the specific properties is expected to be completed in the second or third quarter of<br />
2007; would result ín a net cash inflow of approxímately $300,000 after payout of applicable secured debt and<br />
taxes, which would be applied to reduce the balance of the acquisition bridge loan; and is secured by a deposit<br />
in trust of $17,100 from the purchaser.<br />
e) The Gompany has entered into a joint venture agreement on the ownership of nine shopping centres located<br />
iri ttre Un¡teð Siates. Homburg will acquire an 80% interest in the joint venture, with the properties valued at<br />
approximately USD $170,000 ($196,500). The acquisitio!,*!rqh is subject to board approval and due diligence,<br />
*¡li Oe finanóed with approximately USD $107,000 ($124,000) of existing debt and the balance in cash. The<br />
transaction is expected to close in the second or third quarter ol 2007.<br />
0 The Company has entered into agreement to sell a construction property- t¡- which is being<br />
_C_ang!a.<br />
developed. The iransact¡on is expected to close in the second or third quarter of 2007 with total proceeds of<br />
approiimately $977,000, which is in excess of the carrying value of the property.<br />
g) The company has acquired an office building in the Netherlands for a total purchase price of EUR €9,300<br />
iéf +,SOOI. ihe iransaction was financed through the issuance of 284,210 Class A Subordinate Voting Siares,<br />
io Ue valúeO based on the trading value on the iransaction closing date; financing of EUR €7,500 ($1 1,500); and<br />
the fema¡nder in cash.<br />
h) Ttre Company has entered into an agreement to acquire a q9{fo!ig^oJ 0S properties located.in Estonia, Latvia<br />
ahO Uttruania for a purchase price of approximately EUR €197,000 ($304,000). The transaction is expected to<br />
cf ose in the third quarter oÍ 2007 with debt financing for up to E0% of the aggregate purchase price'<br />
i) The Company has filed a preliminary short form prospectus for a public offering of approximately $200,000 of<br />
Éubscription reêeipts, each representing the right to receive one Class A Subordinate Voting Share of the<br />
Compa'ny. The offering is subject to regulatory and stock exchange approval'<br />
j) The Board of Directors has approved an_increase in the semi-annual dividend to $0.24 per share commencing<br />
w¡tn tne second semi-annualdividend in 2007.
Homburg lnvest Inc.<br />
Notes to Intérnational Financial Reportlng Standards Consolidated lnterim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31,2007<br />
23, Supplemental cash flow information<br />
Change in non-cash working capital<br />
Receivables and other<br />
Accounts payable and other liabilities<br />
Deferred financing costs<br />
Interest paid<br />
Capital and income taxes paid<br />
24. Rental income under operating leases<br />
March 31 March 31<br />
2007 2006<br />
ç 4,524 $ (503)<br />
(5,803) 2,452<br />
$_1L.27s) $___L949<br />
$__lgJzg $_1:77"<br />
$J4tZ $-æ34.<br />
The Company's operations consist of leasing commercial and residential real estate. The following is aschedule<br />
6y yêars bf minimum future rentals on noncancelable operating leases having initial terms in excess of<br />
one year:<br />
2007- remainder of year 112,878<br />
25. Staff costs<br />
- 268 -<br />
2008 132,405<br />
2009 131,218<br />
2010 129,55E<br />
2011 130,299<br />
Thereafter 944.136<br />
$1180.4s4<br />
The Company has a management agreement with a related party (Note 17) and therefore has no employees.
Homburg Invest lnc.<br />
Notes to lnternational Financial Reporting Standards Gonsolldated Interim Flnancial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except per share amounts)<br />
March 31, 2007<br />
26. Segmented Information<br />
The Company owns a diverse portfolio of residential and commercial income-producing properties located in<br />
Canada, The Un¡ted States of America, Germany and The Netherlands. Sales and costs of properties<br />
developed for resale relate to properties within Canada. The accounting policies used in the preparation of the<br />
segmented information are the same as those described for the Company in Note 3 - Accounting Policies. The<br />
Company primarily evaluates operating performance based on net operating income. As such, interest,<br />
amortizaiion, and general and administrative expenses have not been allocated to the segments. All key<br />
decisions pertaining to these items are managed centrally.<br />
The following provides a summary of key information of the Company's residential and commercial operating<br />
segrnents:<br />
Throe Months Ended<br />
March 31, 2007<br />
Property revenue<br />
Operating expenses<br />
Three Months Ended<br />
March 31, 2006<br />
Proper$ revenue<br />
Operating expenses<br />
Three Months Ended<br />
March 31,2007<br />
Properly revenue<br />
Operating expenses<br />
Three Monlhs Ended<br />
March 31, 2006<br />
Property revenue<br />
Operating expenses<br />
- 269 -<br />
Retail Industrlal<br />
$ 6,521 $ 8,253<br />
1.278<br />
$_4¿49<br />
Retail lndustrial<br />
$ 4,346 $ 7,481 $ 5,134<br />
1.247 172 1 ,596<br />
$_3Æ9. $__7.30e $=Æq<br />
Netherlands GermanY<br />
$ 9,661 $ 20,207<br />
429 408<br />
$_9.232 $_11J9!t<br />
Office Residentlal Total<br />
$ 25,608 $ eS¿ $ 40,036<br />
2.390 318 4.216<br />
$__?g¿tg $_336 $_gE&q<br />
Office Residential Total<br />
$ 624 $ 17,585<br />
315 3.s3!<br />
$=Æ $Æ<br />
Canada US Total<br />
$ 8,974 $ 1,194 $ 40,036<br />
2.837 542 4.216<br />
$__g,ÍlL $_6sz $-_ggéeq<br />
Netherlands Germany Canada US Total<br />
$ 3,282 $ 5,367 $ 7,815 $ 1,121 $ 17,585<br />
51 2e 2.776 +11 ,q'gqg<br />
$_-_Ø1 $Æ $_5Æ $Æ $Æã
Homburg Invest Inc.<br />
Notes to Internatlonal Financial Reportlng Standards Gonsolidated Interlm Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except pershare amounts)<br />
March 31, 2007<br />
26. Segmented information (cont.)<br />
March 31,2007 Reta¡l lndustrial Office Residential Total<br />
Investment property<br />
Mortgages payable<br />
Mortgage bonds payable<br />
Dêcember 31, 2006<br />
lnvestment propefi<br />
Mortgages payable<br />
Mortgage bonds payable<br />
March 31, 2007<br />
Investment property<br />
Mortgages payable<br />
Mortgage bonds payable<br />
December 31, 2006<br />
Investment property<br />
Mortgages payable<br />
MoÉgage bonds payable<br />
s_225Jgg $__{6s.0!!Ê s_1=!11-0.029 $=:Æ s3934gjl<br />
$ 74f,f7 $ 310.5s0 $ 794.407 $_1:!É22 $ 1.193.296<br />
s_Ez,glz $-29;!14. $-9¿!g $: $=i9.zz1<br />
Retail Industrial<br />
g ':-: 217.175 $_1Êre86<br />
$<br />
-: 74.803 $__31_2,950<br />
$_57Jgg $Æ<br />
Office Residential Total<br />
$__1Æ0,801 $Æ $19ú@<br />
s_7n=q25. sÆ s@<br />
$-q 232 $: S-9q-686.<br />
--<br />
Netherlands<br />
$_5Ë!,59,<br />
$___ggÆ12<br />
$:<br />
Netherlands<br />
- 270 -<br />
GermanY<br />
$ l.t 12.387<br />
$___70gJ3l-<br />
$__3g,g4g<br />
Germany<br />
Canada US Total<br />
$-314,55r $-28.522 $JÉ3rtg4,<br />
$-119,33L $-992. $-l!.!l!!¿99<br />
s_1_e3.044 $: $_123.892,<br />
Total<br />
$=-1flt99 $-Lr!zéEs $-glgrlgt $ 29'19? $-+++99q<br />
g $_71Étfl $__90.005 $_9"29.1 5J.1114J.J<br />
$<br />
$_ $Æ1é $Æ91 $: $-22EÉ85<br />
At March 31, 2007 Mortgage bonds payable total $223,890, exclusive of the cunency guarantee receivable of<br />
$3,680. Of this amount $t22,119 related to properties under development and funds intended for acquísitions<br />
and development projects which will be located in Canada. The remaining $96,771 is allocated to specific<br />
segments above.<br />
At December 31, 2006 Mortgage bonds payable total $223,685, exclusive of the currency guarantee receivable<br />
of $3,4g3. Of this amouñt $tZO,ggg rêlated to properties under developmen! an-d funds. intended for<br />
acquisitions and development projects which will be located in Ganada. The remaining $96,686 is allocated to<br />
specifi c segments above.<br />
At March 31, 2007, the Germany segment included one (December 31, 2006 - two) tenants that individually<br />
represented greater than 10olo of totai property revenue. This tenant individually represented 35% (December<br />
31, 2OOO - 28o/o and 1 1 o/o) of total property revenue for the period.<br />
US
Homburg Invest Inc.<br />
Notes to lnternational Financial Reporting Standards Consolldated Interim Financial Statements<br />
(Unaudited - Prepared by Management)<br />
(CAD $ thousands except pershare amounts)<br />
March 31, 2007<br />
27. Interest in joint ventures<br />
TheCompany,atMarchSl,200T,ownsa partialinterestineight(December31,2006'eight;March31,2006seven)<br />
limited partnerships. The ownership percentages range from 5% to 55.55%. These partnerships operate<br />
commercial and residential rental properties.<br />
These f¡nancial statements reflect the Company's share of the assets, liabilities, revenue and expenses of the<br />
limited partnerships in accordance with the principle of proportionate consolidation as follows:<br />
March 31 December 31<br />
2007 2006<br />
(Audited)<br />
Assets<br />
Cash and cash equivalents<br />
Development properties<br />
Receivables and other<br />
lnvestment properties<br />
Liabllltles<br />
Accounts payable and other liabilities<br />
Security deposits and prepaid rent<br />
Mortgages payable<br />
Distribution payable<br />
Reivenue<br />
Property revenue<br />
Expenses<br />
Property operating expenses<br />
General and administrative expenses<br />
Mortgage interest<br />
Depreciation and amortization<br />
Cash flow<br />
Net cash from operating activities<br />
Net cash from financing activities<br />
Net cash from investing activities<br />
- 271 -<br />
$ 1,426 $ 2,059<br />
16,331 15,054<br />
389 684<br />
., 12.492 12.108<br />
$_gg,E38 $__29,e05<br />
$ 11,785 $<br />
41<br />
6,276<br />
169<br />
$3!7<br />
March 31<br />
2007<br />
$Jg<br />
$ 'llz<br />
5l<br />
80<br />
43<br />
$__34!i<br />
$==Æ<br />
11,889<br />
36<br />
5,311<br />
March 31<br />
2006<br />
$__991,<br />
$ 168<br />
I<br />
76<br />
37<br />
$__ 290<br />
g_202 $_L9E<br />
$ fi51) $ (217)<br />
$_f1ø) $==_€)<br />
28. Comparative figures<br />
Certain of the comparative figures have been reclassified to conform to the financial statement presentat¡on of<br />
the current period. The changes to the 2006 comparative information were made to reflect Deferred financing<br />
fees as an offset to the related long term debt rather than as a seprate item on the Balance sheet.
- 272 -<br />
39. AUDITED CONSOLIDATED F'INANCIAL STATEMENTS OF ALEXIS<br />
NIHON FOR THE YEARS ENDED DECEMBER 31, 2006 A}[D 2005, PREPARED<br />
IN ACCORDAIICE \ryITH CANADIATI GAAP
Auditors' Report .<br />
Consolidated Balance Streerr....,..............<br />
Consolidated Statelnents of Unitholders' Equity.<br />
Consolidated Statements of Income.<br />
Consolidated Statements of Cash Flows .<br />
Notes to the Consolidated Financial Statements<br />
- 273 -<br />
ALEXIS NIHON REAL ESTATE <strong>INVEST</strong>MENT TRUST<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
December 31.2006 and 2005<br />
CONTENTS
AUDITORS'REPORT<br />
To the Unitholders of<br />
A¡-Exrs NrHow Re¡L Esrere lNvestup¡rr Teusr (the "REIT")<br />
We have audited the consolidated balance sheets of Alexis Nihon Real Estate lnvestnent Trust as at December 31,<br />
2006 and 2005, and the consolidated statements of inconre, unitholdels' equity and cash flows fbr the years then ended.<br />
Thcsc financial statements ore the responsibility of the REIT's management. Our responsibility is to express an opinion on<br />
these financial statements based on our audit.<br />
We co¡ducted our auclits i¡r accolclance with Canadian Cenerally Accepted Auditing Standards. Those standards<br />
rcquirc that wc plan and perlblni an auc.lit to obtain reasonablc assurancc whcthor thc financial statemerìts alc fi'oc of<br />
mûter.i¿ìl misst¿ìtement. An audit includes exanrining, on a test basis, evidence supporting the amounts and disclosures in<br />
the financial stateme¡ts. An auclit also inclucles assessing the accounting plinciples used arrd signifìcant estilnates 11ìade<br />
by nranagcnrent, as wcll as evaluating thc ovelall financial statelncnt prcsentâtioll.<br />
l¡ our opinion, these consolidated financial statelncnts present fàilly, in all material rcspccts, the financial position of<br />
thc REIT as at December 3 I , 2006 ancl 200-5 ¿rncl the lesults of its operations and its c¿rsh flows fbr the years then ended in<br />
accol'dancc with Canadian Generally Accepted Accounting Principles.<br />
Montre¿rl, Quebec<br />
- 274 -<br />
February 2,2007<br />
(Except fcrr Notes I and 27 , which are dated March 21, 2007)<br />
Chartered Accountants
Alexis Nihon Real Estate Investment'llusl<br />
Consolidated Balance Sheets<br />
As at Decernber 3l<br />
(in thousands of dolla¡'s)<br />
Assets<br />
lncome-producing properties (note 5) $697,016 fi668'146<br />
lntarrgible assets (note 6) . . . . 35'360 39'416<br />
Properties held for development (note 7) 4,418 964<br />
Other assets (note 8)<br />
19'787 20'960<br />
Duc fionr cornpanies undel comnrou colìtrol of cer-tain tl'ustees of the REIT (note 9) 280 535<br />
Liabilities<br />
Debts on income-producing properties (note l0)<br />
Convertible rjebentul'es liability component (note I l)<br />
-<br />
lntangible liabiìities (note l2).,, . .<br />
Bank indebtedness (note l3). , . .<br />
Accounts payable and acclued liabilìties<br />
Distributions pavable<br />
Commitments and Contingencies (note l4)<br />
Equity<br />
Unithoidcrs' equiry .<br />
- 275 -<br />
Sce accompanying notes<br />
qzqq¡É_l_ q21q.64<br />
s;419,201 .$370,321<br />
39,370 .53,468<br />
2,4t6 3,203<br />
40,007 4t,969<br />
r9,968 20,303<br />
2,415 2,251<br />
523,437 49 I ,5 I 5<br />
)77 4)4 239,106<br />
$756,86r $730,621
Unitholders' Equity - December 31,2004<br />
Net income<br />
Units issued (note 15).<br />
Distributions.<br />
Unitholders' Equity - December 31, 2005<br />
Net income<br />
U¡rits issued (note l5).<br />
Conversion oi convertible debentures (note 15) . . . .<br />
Disn'ibutions.<br />
Unithotders' Equity - December 31, 2006 . . . . .<br />
- 276 -<br />
Alexis Nihon Real Estate Investment'Ilust<br />
Consolidated Statements of Unitholders' Equity<br />
For the Years Ended December 3l<br />
Units Net<br />
in $ Income<br />
6267,234 S34,170<br />
6,r28<br />
2,971<br />
$270,205<br />
) t)'7<br />
t4,210<br />
$40,298<br />
6,958<br />
Other<br />
llquity<br />
Components Distributions<br />
(in thousands of dollars)<br />
$2,8s2 S (46,000)<br />
$2,8s2<br />
Ø52)<br />
$ (74,249)<br />
(28,szs)<br />
s258,256<br />
6,t28<br />
1Cl'7 1<br />
(28,249\<br />
$239, r 06<br />
6,958<br />
) l)'7<br />
13,758<br />
(28,525)<br />
.$286,542 s47.2s6 s2,400 $,t02,774) 5233,424<br />
See accompanying notcs
Revenues from Rental Operations (note l6)<br />
Rental Property C)perating Costs .<br />
Net Operating Income<br />
Alexis Nihon Real Estate Investment'fþust<br />
Consolidated Statements of lncome<br />
For the Years Ended December 3l<br />
Expenses<br />
lnterest (note l7)<br />
Anrortization of buildings<br />
Other amotization (note 18) . . .<br />
Ceneral and administrative , .<br />
Trustcxpenses.....<br />
Intelnalization of constntction management company (note 3)<br />
Sale process costs (note l) . . , .<br />
Net lncome<br />
Basic Net Income Per Unit (notc 20).<br />
Diluted Net hrcome Per Unit (notc 20)<br />
- 277 -<br />
See accompanying notes<br />
1in thousands of dollars,<br />
cxccpt pcr unit arnounts)<br />
$ r36,604 $ 121.496<br />
64,372 58,666<br />
72.232 62.830<br />
30,344<br />
16,535<br />
14,141<br />
2,140<br />
1,590<br />
26,4t3<br />
| < '))(l<br />
10,856<br />
2,r50<br />
450<br />
1,6 t3<br />
65.274 56.702<br />
s 6.958 s 6,r28<br />
s 0.269 s; 0.239<br />
s 0.?ó9 s 0.23e
Cash Flows generated from (used for) -<br />
Operating Activities<br />
Nct incorne<br />
Iterns not afI'ectine cash:<br />
Alexis Nihon Real Estate lnvestnrent 'llust<br />
Consolidated Slatements of Cash Flows<br />
For the Years Ended December 3l<br />
Amonization of buildings ló,535 15,220<br />
Othel amo¡tization . . l4,l4| 10'856<br />
Amoltization of above and below market in-place leases (?45) (232)<br />
Amortization of defened financing costs. . 112 655<br />
Arnortization of def'erred recoverable costs . . 340 280<br />
Accrued rental revenue<br />
Internaliz-ation of construction management company<br />
Chanees in:<br />
Other assets (note 23).<br />
Accounts payable and accrued liabilities<br />
Adclitions to tenant improvements and leasing costs . .<br />
Additions to defelred lecoverable costs..<br />
2005<br />
(939) (l'704)<br />
2,792 (3'143)<br />
(506) 10'214<br />
(9,589) (9,080)<br />
(3'008) (l'189)<br />
Caslr l-lorvs generated from Operating Activities 27,191 29'618<br />
Financing Activities<br />
(in thousands of dollars)<br />
$ 6,958 S 6,128<br />
Inc:rease in debts on income-producing properties... 57,8 13 32,938<br />
Repayrnent of debts on incotne-producing properties. . . .<br />
(19,610) (12'6t33)<br />
Arnoltization of fair value debt adjustment , . . . (108) (12ó)<br />
Accretion on liability conrponent of convertible debentures 131 130<br />
Additions to deferred financing costs ., (612) (6 13)<br />
Bankindebtedness...<br />
(1 '962) 4l'16l<br />
Distributions paid . .<br />
Cash Flows generated from Financing Activities<br />
Investing Activities<br />
Acquisition of rental properties (note 4)<br />
Additions to buildings<br />
Additions to propelty undel developmetìt . .<br />
Additions to furniture, fixtures and compttters. . . . .<br />
Deposits on potential acquisitions<br />
Due frorn conrpanies under cotnnon control of certain trustees of the REIT<br />
Cash I'lolvs used for Investing Activities<br />
I)ecrease in Cash and Cash Equivalents<br />
Cash and Cash Equivalents - Beginning of Year<br />
Cash and Cash Equivalents - End of Year. .<br />
- 278 -<br />
Scc accompanying notes<br />
(26,t]4)<br />
9,484<br />
(27,496)<br />
(7,082)<br />
( r96)<br />
(8e)<br />
(2,067)<br />
1,6 t3<br />
t)6 q46\<br />
3-ts6<br />
'<br />
(62,413)<br />
(9.898)<br />
(172)<br />
(651)<br />
(285)<br />
255<br />
(36,675) (13,419)<br />
$-<br />
(10,000)<br />
10,000<br />
q-
l.<br />
Description of the REIT<br />
General<br />
Alexis Nihon Real Estate Investment lÌust<br />
Notes to Consolidated Financial StatemenLs<br />
Decetnber' 3l, 2006 and 2005<br />
(dollar arnounts are in thousands. except per unit amounts)<br />
Alexis n*ihon Real Estate lnvestment Trust (the "REIT") is an uninccrrporated closed-ended investnrent trust created by a contract of trust (the<br />
"Contract of Trust"). The REIT was established under, and is governed by, the laws of the Province of Quebec.<br />
Sale Process<br />
On Deceulber4.2006, lhc REITannounced that its Boarcl ol'l'rustces woulcl suppon an offer being maclc by Cominal Real Estatc lnvcstrnent Trusl.<br />
("Cominar"). Pursuanr to ¿ì combinâtiorì agreenìent (the ''Conlbinat¡on Agreenlent"). Cominar agreed (a) to acqu¡re all of the issued ¿rnd<br />
outsranding Unirs fbr, at the clection ol'each Unitholcler, cither: (i) $l 7.00 in cash. or (ii) 0.77 oflr unit ofConrinar (subject to pro ration). and (b) Lo<br />
acquire all or substarÌtialìy all of the assets of the REIl'.<br />
On January 14, 2007 , the REIT adopted ô unitholder rights plan designed to prevent a creeping takeover.<br />
On January 24, 2OO7 , the REIT executed an amenclment ro the Combination Agreement with Cominar providing for. atnong other rhings' (he<br />
increase of the cash component of the proposed combination from S17.00 to $18.50. The REIT also received tìonl Conlinar a waiver of the<br />
application of certain sections of the Colnbiuation Agreernerìt altowing the REIT to grant the access to nìaterial non public intormation and to<br />
paficipate in discussious with respect to a porential'Acquisition Proposal" within the meaning ofthe Combination Agreement with Hotnburg<br />
Invest ltìc. ("Homburg"), Suntntit Real Estate lnvestrnent Tnrst and ING Real Estate Canada in certain circunlstances.<br />
On fìcbruary 16.2007, Homhurg sutrmitted to the REITa bincling proposal to nrakc an all cash ofle¡ to ncquire all the issuccl and oulslandirìg LJnils<br />
rhat it tloes nor already own ar a price of $ | 8.60 per Unit, subject ro the execution of a support agreelnent substantially upon the sanìe terlns alld<br />
conclitionsastheConll¡inatiÙnAgreel'¡lenlwithCominar'includingÀterÛìi|ìationfèeofsl2'500.Subsequently.<br />
Homburg's bincling proposal was an "Acr¡uisition Proposal" ancì a ''Superior Proposal" within the nleaning of rhe Combinatirin Agreetretrt itncl<br />
ttotified Conìinar of its deternlinariorr, allowing it to exercise its five-doy right to uìatch Homburg's ¡rroposal under the Conìhination Agreenlelìt.<br />
On Febru¡ry 19,200?, irftcr Cominar waivccl its iivc-day right to rnalch thc proposal from Hontbttrg. the REIT terrninalcd thc Conlbinalion<br />
AgreelnentwirhCgnrinarandenteredintoasupportagreenre¡rtwìthHontburg(the'supponAgreement")ttnderwhichtheREI'IagreedfostlpPort<br />
an ofTer.fiorn Honrburg orany subsidiary rhereofto acquire all the issued andoutstanding units ofthe REITthat it does nùt already own. al a pr¡ce of'<br />
$18.60 per Unit.<br />
On March l. 2007. an oftêr made by Hombury Acquisition Inc., a wholly-owned subsidiary of Homburg Invest lnc., to putchase all of the<br />
oursranding unirs ol the REITat a pricc ot$18.ó0 in cash per Urrit (the "Olfu¡") and rhe related takc-overbicl circular as well ¿s the trustces'circulûr<br />
of the REIT reconrnrending acceprance of the Oft'er were nrailed to all holders of record of the REIT. The Oft'e¡ is open t'or acceptance until<br />
rnittnighr (Mont¡eal rinìe) orì April ,5, 2007, unlcss extcndcd or rvithdrawn by Horlburg Acqtrisition Inc.<br />
Forthethreea¡ìdtrvelverronthsendingDecenrber3l.2006.S1,590incostswereexpensedrelatirìgtotheRËl'I"ssaleprocess'l'hesccostsincludc<br />
Iegal. advisory and other pr.otessional t'ees as well as $551 ofdue diligeance costs on potential property acquisitions that the REI'f'has had to<br />
rvithdrawlioln'Adclitionalc0stsareexpccredtobeincurrcclìnfulurcquarlcrs¿ìsthctrí1l]sac|.ionncarsconrpletioll'Purs¿ìn[ttl<br />
ConlbinationAggreenlentandtheSuPponAgreentenr.incertainci¡.cuntstances.Conlina¡.a<br />
gl 2,.S00 cach. ll'thc Suppon Agrccntcnt is tcrnrinared undcr certrin circuntstanccs by Honrburg or by thc REI-f, thc REI'I' h¿ls íl-qreù(l to Pay the<br />
out-of-pocket expenses of Hotnburg to a nlaxinlunl of 5600.<br />
Summary of Significant Accounting Policies<br />
Principles of Consolidatio¡r<br />
The consoliclatecl financial statements inclucle the accounts of the REIT, its subsidiairies and its proportionate sha¡e of assets, liabiliLies, rcventles<br />
a¡d expenses of co-owned properties. On consolidation, all nlaterial inter-entity ttansactions and balalrces have been elilninated.<br />
Cousot¡dâtion of Yariable Interest llntities<br />
- 279 -<br />
Elfecrivc January l. 2005. rhc REIT acloprccl Thc Canadian lnstinrte of'Chartered Accountants' Accounting Cuidcline 15. 'ConsolitÌuti
Use of Estimates<br />
The preparation of the consolidated financial statements in confbrrnity with Canadian Generally Accepted Accounting Principles requires<br />
m¿lnagellìenr to make estimates and assumptions that atfect the reported amounts ofassets and liabilities, the disclosure ofcontingent tssets aÍìd<br />
liabilities at the dare of rhe consolidated financial staternents and the reponed arnounts of revenue and expenses during the reporting year. Because<br />
ol'the use of cstinlares inherent in the financial reporting process, actual rcsull.s could differ fiorn those estimalcs. Signiiicant eslil¡ìates flnd<br />
assutrptions made by nranagement itìchtde, but are not lir'rìited to, the useful lives of long-lived assets, the câsh tlows exPected from the on-going<br />
usc and clisposal oflong-lived assers. the discount râtes used in deterrnining cùrtain f¿rir vitlue estinrates and the fair virluos ol'tangible and intangiblc<br />
assets acquired upon thÈ purchase of i¡ìcome-Producing propertles.<br />
Revenue Recognition<br />
'fhe REI'l uses the straight-line nlethocl of recognizing rental reve¡lue whereby the total arnount of rental revenue ¡tl be received from leases is<br />
accou¡ìted f'or on a straight-line basis over the terrn ofthe related agreernents. Percentage rents are recogniz-ed when the required level of sales has<br />
been achieved. Recoveries tiom tenírnts for taxes. insurance írnd other operatirìg expenses are recognized ¿ls reYellues in thc periocl in which thc<br />
applicable costs are incurred. Recoveries fbr repaìr and nlaintenance costs (def'erred recoverable costs) are tecognized olì a straighl-line basis over<br />
thc expecred liic of'the items. Parking ancl other incidental are recognizetl when the serviccs are provided.<br />
Inconre.Producirt g Properties<br />
lncrrnle-protltrcingprÒperticsillc|utlclanc|.bui|clings'tenant<br />
tena¡ìt i'lprovene<br />
plus acquisition-related cosls.<br />
Lived Assers".<br />
Maintenance ancl repairs that âre tìot recoverÂble tì'om terìants are either expensed as incurred. or, ìn the case ot a nlâior itenì, capitalized trr<br />
buildings ancl aurortiz.ecl on a stlâight-linc basis over the expected useful lif'e ol the itellì.<br />
Anrortization of buildings is provìtled using the straight-line mclhod ovcr 35 years'<br />
Major repair ancl mainteìtance itelns that ¡tre recoverable from tenarìts zIIe capitalized to rJcferrecl recoverable costs and amortized on a straight-line<br />
bo.i* nuet the expected usetìrl liiè of the ítems. The amortization ofthese itenls are included in rental property operating cosrs.<br />
Anrortizatiotì of leasing costs atìd renânt improvenrents including tenant inducelnents and allowances are provided using rhe straight-line tnethod<br />
over the tcrnìs o[ the rclated leases.<br />
Intangible Assets and Liabilities<br />
Aporliontr|.lhcpurchirscpricco|aninconle.prodtrcingprÒpertyfllustbci|loc{ltedtÒintangiblc<br />
alror,eandbelownral'kerleasesandtenant[elatio|,ìslìips.ifany.'[hisa||ocatiollistrasedonnìanageD]e|ìt'sesti|¡ateoltheirt.air<br />
intangiblcs arc ar.Ììorrized on a srraighl-linc basis over thc tcrnrs of thc relarcd lcascs. The alìlortizaliotì of the abovc and bclow rnarket in-plncc<br />
|easesisrecordedinIeve¡'ÌtleSfrotnrnta|OpeIat¡ons.InrangibIesarereviewedpeliodical|ytbillpairlnent<br />
[.0n9-l.ived Assets".<br />
Propcrtics Held for DevcloPnìcnt<br />
properties held tbr.developrnenr include two lands and one building, which are carried at cost. Cost includes the purchase price of the asset.<br />
acquisition-related costs. other di¡ect costs of clevelopment and construction, property taxes, interest on specific debr and irll incidental property<br />
expenses. pl.openies held fbr developrnent are reviewed pericrdically for intpairment as described ulìder "lllìpairtlìent of l-olìg'I-ived Assets"'<br />
CaDital¡zat¡on ofcosrs to propefties under cleveloprnenr continues until the property reaches its accoutìting colnPletion date, the deterllìination ol'<br />
which is based on achieving a satisfhctory occupancy level.<br />
Impairnrent of Long-f,iYed Assets<br />
Long-livedassets.whichincludeinconre-pr
Future incnnre taxes are cornputed using substantively enacted cory)orate inconle tax rates tbr rhe years in which the differences are expected to<br />
reYerse.<br />
Unit-Bâsed Compensation Plans<br />
'lhe REIT has in effect the following unit-based compensation plans:<br />
a) A unit option plan as described in note I 5. The REIT will recognize the täir value of unit options on their grant date as compensation expense<br />
over the períod that the unit options vest.<br />
b) An enrployee unir purchasc plan (EUPP) as described in note 15. A compensation expense is recognized for the REIT's contributions to the<br />
plan over the vesting period.<br />
c) A long-terur incentive plan as described in note I 5. A conrpensation expense is recognized f'or the REIT's contr¡hutions to the plan over the<br />
vesting period.<br />
Business Acquisition<br />
On January I , 200-5, the IìEI-I'acc¡uired the assets of a constrrrction m¿lnagement company owned by cefiaiD tftrstees ol'the REI'I for a consideratiotl<br />
ofa¡rproxintately $1,638 paid by the issuance of 132,743 units ofthe REIT. Substantially all ofthe pulchase price has been expensed as an<br />
inrernalizationof constructionmaÌìagenentservicesbytheREl'linaccordancewithElC-l33 "lnternalizaliottof lltentanagement-fitnúion¡no<br />
ro¡'alry or income lrusl " .<br />
The acquìsition has been recorded at the exchange atilount, which is rhe anrount ofthe consideration established and agreed to by the rela(cd parties.<br />
'l'he purchase price has been allocated as follows:<br />
I'unliture¿rncllìxtures.<br />
Internaliz-ation ol construct¡on rìtânagenletlt expense .<br />
.... .. $ 25<br />
| | 3<br />
'6<br />
Consiclerarionpaitl....<br />
qLgs<br />
The ner inco¡le of the acquirecl contpany has been incluclecl in lhe consoliclated statement of net inconìe ftonr thc dato of acquisition.<br />
Acquisition of Rental Properties<br />
During the year, the REIT{ìcquired ten incomc-producing properties and related asse(s ancl liabilities (2005 - fìve incorne-producing propenies<br />
and related assets and liabilities). A portion of one inconre-producing property has been classified as held for development. The following rable<br />
summarizes the net assets acquired:<br />
Land held tbr developurent<br />
Ilu ildirrg un(ler dcvelopnìenl<br />
Land<br />
Btrildings<br />
'l-enanr irnprovenìents .<br />
Intangitrle assets and liabilities:<br />
Retail Industrial<br />
Propcrties Propertics<br />
$<br />
-<br />
3.949<br />
ó.845<br />
l'3fi)<br />
Lease origination costs tbr in-place leases 3'130<br />
Above rnarket in-place leases<br />
Below rnarket in-place leases<br />
Other assets<br />
t5t<br />
Accounts payable and accrued liabilities<br />
(136)<br />
Debtsoninc
5, Income-ProducingProperties<br />
Land $ 138.85-5<br />
Buildings and tenant improvements<br />
I-easing costs<br />
'fenant-impro"enrent recorcled on acquisitions.<br />
Def'e¡red lecoverable costs .<br />
6. Intungiblc Asscts<br />
Cost<br />
60t.254<br />
ó.802<br />
1 4qq<br />
4,191<br />
$753,607<br />
Lease origination costs f'or in-place leases . . . $56,065<br />
Above nrarkcl in-place lcases 2,270<br />
gsÉ]I<br />
7, Properties Held for Development<br />
l-and held tor developnìent<br />
Building rrncler developutent<br />
Cost<br />
200ó<br />
2005<br />
Accumulated Net Cârry¡ng Net Carrying<br />
Amortization Änrount<br />
53.873<br />
t.ó9l<br />
407<br />
sl 38.855<br />
547,38 I<br />
,s,t ll<br />
a nq?<br />
620 3.517<br />
$56.59r $69?.016<br />
2006<br />
^mount<br />
$ t27,93-s<br />
.535.09 r<br />
3.8+ I<br />
Ð70<br />
909<br />
$668.746<br />
2005<br />
Accumulùted Net Carrying Net Carrying<br />
Amortizatíon Amount Anìount<br />
$2 I,73ó<br />
I t'ìo<br />
'sn.r15<br />
DLrring the year, interesr expense of $64 (2005 - $Nil) was capitalized to properties heìd for developnlent<br />
8. C)ther Assets<br />
Accounts receivable<br />
Deferrerl re¡rt receivable.<br />
Prepaids .<br />
Deposits on potential írccluisitions<br />
Restrictedtunds...<br />
Def'erred financing cosls<br />
Furniture, l'ixtures ûnd corììputers.<br />
Other , . .<br />
- 282 -<br />
Restricted funcls heltl at Ciìnadian financial institutions are pursuant to ogreernents with various rnortgage lendcrs.<br />
Deterled tìnancing cosrs are ret of accunrulated arnortization of $1,ó13 (December 31, 2005 - $901)<br />
Ëunriture, fìxt¡re Íìnd conrputers are ¡ret of accunrulatecl arnortiz¿ìtion of $714 (Decernber 31. 200-5 -:ì527)<br />
9. Due from Companies Under Common Control of Certain Trustees of the REIT<br />
$34,329<br />
1 .031<br />
$35,36i)<br />
s2,750<br />
l ,668<br />
s4.4 l8<br />
$.17,894<br />
| ("1<br />
S3r..{ lrt<br />
2006 2005<br />
S9(r4<br />
$96r1<br />
2006 2005<br />
$ 2,897 $ 5..145<br />
4,54t 3.602<br />
1.285 1.386<br />
| ,-548 58 I<br />
ó.r90 6.088<br />
2.503 1,080<br />
627<br />
9ó<br />
715<br />
r53<br />
s r 9,787 $20.960<br />
The aÛìounts clue fronr conrpanies un(lcr conlnon control of ccrtain [ustces o[ thc REIT ûre non-intcrcsl bearirtg ancl have no sPecific tenrls trl<br />
repilyment.
10. Debts on Inconre.Producing Properties<br />
Loans secLrred by moltgages on incorne-producing propenies. bearing intelest at a weighted average anrtual rzrte of<br />
6.07o, rcpayablc in hlended nronthly instahncnts of$3,01 I maturirìg at various
t3. Ba¡rk Indcbtedncss<br />
14.<br />
The REIT's $70,000cred¡t tãciliry is subjecr to annual review and consists ofa general operating loar available by rvay ol'¡rrilne rate loans, banket's'<br />
arcceprances and letters ofcredir. Bonowings by way ofprime rate loans bear interest at prinre plus0.5% perannt¡m. Borrowings by way of brnkcrs'<br />
acceptances bear irìterest at a rate equal to the bankers' acceptance rate plus stânìping tèes equivalent t
Unit-Based Compensation Plans<br />
a) Unil 0plion Plan<br />
'fhe IìEI't has a unit option plan (tlìe "Plan") under which unit options rray be issued to employees, directors, ofTìcerc or Trustees of the<br />
REIT. its rvholly-owned subsidiaries as well as certain trilsts of which the REIT is direcrly or ind¡rectly a henet'iciary. The total numher ol'<br />
units in respectofw'hich options may be granted under the Plan ùìay not exceed 2.-535.180 units.'l-he unit option plan provides that ¿ìt no tir.rìc<br />
shaÌìthenunlberofunitsreselvedforissuanceundertlìePlanexceedl-5o/oofthethenolrtstandingunits.Theexelcisepriceoltheoptionswill<br />
be equal to the mflrkct price of the units on the day before ths clay on which the option is g¡antçd,'l-hc option shall be exercisnble lìrr a pcriod<br />
not exceedirìg I 0 years, No grants have been awarded under the Plan. As at Decenrber 3 | , 2006. tlìe plan was suspended due to the Suppon<br />
Agrecment (see note l).<br />
b) Etnployee Unit Purchase Plan (EUPP)<br />
'fhc REIT has in effect an EUPP which gives eligible employees the opportunity to acquire units of the RË,I'I' for between ZVc to 5Vo of their<br />
gross salaries and to have the REÍT contribute, a frrther anìounr equal to 50¿lo ofthe amourìt invested by the ernployees, over the f'olìowing<br />
fivc years. The contributions âre used to purchase unirs of the REIT in the open narket. As at Dccember 3 I , 2006, the plan was suspcndetl clue<br />
to the Suppon Agreerìent (see note l).<br />
c) Long-Tenn Incenlive PIan<br />
In 2005, the REIT adopted a l-ong-Ternì Incentive Plan (the "LTIP") which provides t'or the grant of Tlust Units to key executives and any<br />
orher employees dcsignated by the board of rlirecto¡s of the REIT, up to a nraximum of 4oa/o of their overall bonus. Annually, thc REIT<br />
contributes the anroì,rnt of the bonus ro be rende¡'ed under the LTIP to the trust fldrninistering rhe plalì. which in turn purchases units of the<br />
REIT on the open market. The enrployees become entitlecl to the units and the inconre t'rom the clistributions over a threÈ-year period ol'<br />
conrinuous employment. The REIT's contÍibutions and accunrulated distributions are recorded as det'erred cotnpensation expense (irìcluded<br />
in other assers) and expensed over the vesting period. As at Dece¡lber 3 l. 2006, the IIIP was suspended due to the Support Agreetnent (see<br />
note l). In rhe evcnt of a change of conrol, the UI'tP calls for the inlnrediate payment of all accumulated unp¿¡id contributions to all<br />
l)art¡clpants.<br />
In 2006, rhe REIT lecorded a total conrpensation expense of $132 (2005 - $75) f'or the various plans.<br />
Distributions<br />
The REIT is required ro distÍihure to unitholdem tìot less than 857¡; ofthe Distributable l¡lcorÌe as defined in the Cotltract ofTrust.<br />
16. Ilcvenucs From Rental Operations<br />
Rcntnl rcvenuc contractu¿lly duc unclcr lhe lcascs<br />
Acclued rental revenue<br />
Amortization ol' ¿rbove rn¿rrkct in-placc Icascs<br />
Amortization of belorv Inarket ¡n-place leases . .<br />
17. Interest<br />
Interest on debts on i¡rcorne-producing properties, at stated rate<br />
lnterest on convertible debentures, at stated rate<br />
Accretion on liability conìponent of conveilible debentures . .<br />
Amortization of defened fìnancing costs .<br />
Anrortizatio¡r of fair vaìue debt adiustrnent<br />
Othcr intercst<br />
2006<br />
$t.15.420 $il9,560<br />
9.39 1.704<br />
(-s42) (5 r3)<br />
787<br />
st3ó.604 $r2r.496<br />
2006<br />
$23,68tt<br />
3,337<br />
137<br />
7t2<br />
2005<br />
$2 r .353<br />
3,410<br />
r30<br />
o))<br />
il0rì) (126)<br />
2,578 99 |<br />
s-10.344 $26..+ | 3<br />
Certain dcbrs on incornc-producing propertics assunìcd on acquisitions have been adjustc(l to f'air vâlue using the rnarkct intcrest ratc at the tintc' ol'<br />
acquisition. -l'his fair value debt adjustnrent is anrorrized to i¡rterest expense over the relìrainilrg lifþ of the debts.<br />
lDterest paid tluring the year was 529.91 3 (200-5<br />
- $25.619),<br />
- 285 -
1E, Other Amortization<br />
19,<br />
20.<br />
Amo¡tization of tenant inìprovements and lcasing çosts incunecl through leasing activitics.<br />
A¡no¡'tization of furniture. t'ixtures and conlDr.lters<br />
Anrortizatio¡r ol leasc origination costs lbr in-place leases incurred through acquisitions<br />
Anror¡ization of ten¿rnt inrprovements incurred through acqLrisirrons<br />
lncome 'f'axcs<br />
lncornc-producing propcrtics<br />
l)cbtso¡ìinconìc-producing"*.n'.. .... . . ,<br />
Accounts payable and accrrred Iiabilities<br />
Revenues<br />
Iìx¡renses<br />
2006 200s<br />
$ 3.433 $ 2,212<br />
r87 t86<br />
Thc RIIIT is an unincorporated, clÒsed-ended investnrent trust created by the Contract ofTrust governed by the laws of th!' Province ol Quebec. The<br />
taxable inco¡re earned by the RE,IT to unitholders and will deduct such distributions and designatiorrs for incorne lax purposes. Therelore. no<br />
provision fì¡r income taxes has been made. lncome tax obligations rel¿rtirìg to dis¡ribution from rhe lìEI'I'are fhe obligations ol'the Lrnitholders.<br />
New income rrust legislation was proposed by the Federal Ministly oi Finance on December 21,2006. Unde¡'the proposed legislation, certain<br />
distr'¡butions rnade by "mutual fi¡nd tlt¡sts" rvould no longer be deductible fbr incorne tax purposes. This new legislation would corne into etlect<br />
starting 20 I I . Ëarly indicatioDs are that certain real est¿rte i¡rvestnrent trLrsts would be excluded from this proposed legislation, so long as certain<br />
technical rests are nìer. Currently, it is prernaturÈ to detennine the extent at which the legislation would affect the Rß1T. The RlllT will study the<br />
detailed legislation at which finìe it becones available.<br />
The REIT's sLrbsidiaries are Canadian-based enterprises which are subject to tax on their taxâble inconre under the hrcome Tax Act (Canada) at an<br />
average ratË of approxìnrately 32aft - There is no provision required tbr the years ended Decenrher 3 1 . 2006 and 2005.<br />
Net Income Per Unit Calculutions<br />
Basic and dihned per unit anrounts are based on tlre following:<br />
Basic Dilùted Basic<br />
Net incorrre q___!¿s8 q____!€¡g q____qr8 q__9,1?8<br />
weighted average number ol'units outstanclins , . . . J¡{git4 _ãq8541 _2s{9.U[f js¡lqlss<br />
Convertible debentures have been excluded f¡om the calcLrlations of the dilLrtecl net iDcome per unit for the year ended December 3 I , 2006 and 2005<br />
sìnce they ale onti-dilutiYe.<br />
21, Inyestrnents in Co-Orvned Properties<br />
'l'he IlEl'l"S pro-r'iìla sharc ofthe asscls and liabilitiris ol'the Co-Ownecl Properties ¿ìs at Decembcr 31,2006 and 3005. as well as its proportionatc<br />
sharc in the revenues, experlses and cash flows for the yeals then ended ale as toilows:<br />
Net inconre<br />
Cash t'lows fronr:<br />
Operating activities .<br />
Financing activities .<br />
Investing rctivilies<br />
22, Segmented Informution<br />
- 286 -<br />
2006<br />
| 0.283 8.33 r<br />
238 t21<br />
$l4.t4t $t0,85ó<br />
200s<br />
Diluted<br />
2006 200s<br />
$8.709 $8,71.5<br />
3.922 4.t77<br />
155 168<br />
| ,448 | ,3ó I<br />
1.280 |.266<br />
168 95<br />
5? | 382<br />
(255) (266)<br />
(266) (l 16)<br />
The segnrented int'onnation is aligned to conform to the REIT's strategic business unit organization and is disaggregated anrong t'our segments;<br />
ofñce, retail, inclustrial and nrulti-family residential properties.<br />
'l'he REl.l' its subsidiaries and the Co-Owned Properties operate in the province of Quebec and Ontario in the above-mentioned segnlents.<br />
'Ihe operating segmeDts are rnanaged separately becÂuse of the dilïerent types of propeilies, tenants and nrarketing st[ategies involved. The REI'ì-<br />
cvaluatcs segrncnt pÈrlbnlìance b¿sed on net operatirg income which is entirely allocated anìongst thc scgnìcnrs.<br />
'l'he Rtsl'l' utilizcs the same accounting policies fbr its segnreuts as those described in note 2.
200ó Officc Retail lndustrial<br />
Revenues lì-orn rental operatiorìs<br />
Rental propelty opelaring costs<br />
Net operating income . .<br />
Inconre-prodLrcing properties<br />
Intangible assets<br />
Additions to incorne-¡rroducing propenìes<br />
Addirions to intangrble assers .<br />
2005<br />
s 63,44tì S 40.762<br />
33,757 r7,48ó<br />
q ræ2I 9 n_,ns<br />
91!..129 qI88¡21<br />
s 12,966 $ n,733<br />
q_r_q¿z q_r¡!Él<br />
$ - s 3,130<br />
Office<br />
Revenues frour rental operîtions . . . ... S -59.821 g 34,274<br />
Rental ¡rroperty Òpcríìting costs. 31,283 15.731<br />
Net operlting income . . qjgf$ LIIlf<br />
lncorne-producing properties $312,701 $178,037<br />
Intangible assets q_!_É463 q_]j].Z2<br />
Additions to inconre-producing propenies q3t0'9gq 9_J_140<br />
Additionstointangibleassets... ..... $ 5,304 $<br />
23, Supplemental Cush Flow Information<br />
24,<br />
t<<br />
Change in Othcr Assets<br />
:<br />
g 26,712<br />
9,870<br />
g_rr42<br />
qrqérg<br />
$ 10,661<br />
s 20.287<br />
q_lé3e<br />
q ?a fìst<br />
:<br />
8.348<br />
$ r3.705<br />
$; 145,332<br />
9 12.624<br />
$ 44.50ó<br />
$ | r.052<br />
Multi-fanrily<br />
r0sidcntial<br />
$ 5.(182<br />
3,2.59<br />
'lbtâl<br />
5 | 3(r.604<br />
61,372<br />
! J,421 !J2,2n<br />
qü¡32 !É22!r!<br />
s $ 35,3fi)<br />
-<br />
$_.lJ!2 ry!¡_t!<br />
$ -<br />
s 6.769<br />
lVlulti-family<br />
Ilctail Industr¡al rcsidential 'lbtâl<br />
-<br />
5 -5..1:llì Slll.49ó<br />
1,304 58.ô6ó<br />
$ 2.044 S 62.830<br />
$32.676 !'668,74ó<br />
$<br />
-<br />
$ t-s0<br />
9 39.416<br />
$ 82,896<br />
$<br />
-<br />
$ 16,3s6<br />
2006 200s<br />
Accounls rcceivablc<br />
$2,836 $(2.-s2 | )<br />
Prepaids<br />
tOt 26<br />
Restrictedfunds... (202) (495)<br />
Other... 57 (153)<br />
q¿JE qrüi,<br />
Related Party Transactions<br />
Thc following related party transactions were nreasurcd at lhe exchange amount which is the atnount estiìblished and agrced to by thc relátc'd<br />
Part¡es.<br />
Head Leuse<br />
In order to provide unitholclers ofthe RËl'I'with stable. predictable reve¡rues i¡r respect ofcertain v¿ìcant spírces Lhat. are expected to be leased in the<br />
near tern], the head lessee, a cornpany under comnlon control ofceltain trustees oi the REIT, entered inro the head lease with the R[ilT. The head<br />
lensc is for a lernr ol tcn years ancl applics to approxiniateìy ó9.-5-50 (2005 - 169,080) square fcct of leasablc arca of the incorne-protlucing<br />
properlies dLrring 2006 at specitìed nrarket rental rates. For 200ó, the head leâse revenue a¡nounted to S5ó4 (2005 - $ì,332)<br />
As security t'or rhe obligation of the head lease, a conrpany under conrnron corìtro¡ of ce¡lain trustees of the REIT has pledged units of the Rtall'.<br />
F'inancial Instrum snts<br />
Credit Risk<br />
Managenrent reviews a new tenant's credit history bet'ore signing new leases and conducts regular reviervs of its existing tenants' cred¡r<br />
perlbnnance.<br />
Interest Rate Risk<br />
- 287 -<br />
The REIT is exposed to interest rate risk on dcbts on income-producing properties rìnd bank indebtedness which bcar interest base(l on prirne rates.<br />
1'he fair value of the debts and bank indebtedness will fiuctuate as a result of chanses in interest ¡ates.
26. Comparative Figures<br />
)a<br />
Fair Value of Financial Instrumerìts<br />
The tãir value ol the REIT's accounts receivabie, deposits. restricted tunds, l¡ank indebtedness, accounts payable and accrued liabilities and<br />
distributions payable approxinrate their crÍying arnounts due to the rel¿ìtively shon perioils to marurity (rl'the instruments.<br />
'l he l'air value ol' the debts on inconre-producing propenies lt l)ecember 3 I , 200ó and 3005 has been established by discounting thc future cash<br />
t'ìows using interest rates cnrresponding to those which the REIT would currently be able to obtain fo¡ loans with sinrilar rnaturity dates and ternls.<br />
Based on these assumptions, the fair value ofdebts on income-producing properties ¿rt Decenrber 3 1.2006 has been estinrated at 5+24.458 (2005 -<br />
$378,750) compared with the carrying value of 5417,184 (2005 - $36tt,447).<br />
The fair value ofthe 2004 convenible debentures as at Decenrber 3I,2006 is $50,087 (2005 - $56,100) conrpaled with the carrying value of<br />
940,622 (2005 - $55.172). The fair values a¡e basecl on the 2004 convertible debentures' market rates at December 31, 2006 and 2005.<br />
A reasonable estinrate offair value could not be made for amounts due to and from comoanies under common control ofcertain trustees of the REI'l'<br />
as there is no comparable market data.<br />
Cerrain reclassifications of 2005 amounts have been nlade to faciìítate comDarison rvith the current year.<br />
Subse
- 289 -<br />
SCHEDULE OF SELECTED FINANCIAL INFORMATION OF ALEXIS<br />
NIHON FOR THE YEAR ENDED DECEMBER 31,2006 AND THE THREE-<br />
MONTH PERIOD ENDED MARCH 3I,21]II7
ALEXIS MHON REAL ESTATE <strong>INVEST</strong>MENT TRUST<br />
SCHEDULE OF' SELECTED F'INANCIAL INFORMATION<br />
Auditors' Reporf ,<br />
Schedule of Selected Financial Information<br />
Notes to the Schedule of Selected Financial Information<br />
- 290 -<br />
CONTENTS
To the Directors of<br />
Hovsunc Ixvesr INc.<br />
luditors' Report<br />
We have audited the schedule of selected financial information of Alexis Nihon Real Estate Investment Trust<br />
(the "REIT") for the year ended December 3 i, 2006. The schedule of selected financial information consists of revenues<br />
from rental operations, rental properry opefâting costs, incoüre-protlucirg ¡rruperties, intangible assets, additions to<br />
income-producing properties and additions to intangible assets. This financial information is the responsibility of the<br />
management of the REIT. Our responsibility is to express an opinion on this financial information based on our audit'<br />
We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require<br />
that we plan and perform an audit to obtain reasonable assurance whether the financial informatiort is free of material<br />
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the<br />
fina¡cial information. An audit also includes assessing the accounting principles used and significant estimates made by<br />
management, as well as evaluating the overall financial statement presentation.<br />
ln our opinion, this schedule present fairly, in all material respects, the selected financial information of the REIT as<br />
at December 31,2006 in accordance with Canadian generally accepted accounting principles.<br />
Montreal, Quebec<br />
March 30, 2007<br />
- 291 -<br />
(signed) RSM Rrcsren LLP<br />
Chartered Accountants
Revenues from rental operations<br />
Rental property operating costs. .<br />
Net operating income<br />
Income-producing properties. . . . .<br />
Intangible assets. .<br />
Additions to income-producing properties . . . .<br />
Additions to intaneible assets .<br />
Revenues from rental operations<br />
Rental property operating costs. .<br />
Net operating income<br />
Income-producirrg properties. . . . .<br />
Intangible assets. .<br />
Additions to income-producing propefües . . . .<br />
Additions to intangible assets ,<br />
Revenues from rental operations<br />
Rental property operating costs. .<br />
Net operating income<br />
Income-producing properties. . . . .<br />
Intangible assets. .<br />
Additions to income-producing properties . . . .<br />
Additions to intangible assets .<br />
- 292 -<br />
Alexis Nihon Real Estate Investment Tlust<br />
Schedule of Selected Financial Information<br />
Three Months Ended March 31,2007<br />
For the Year Ended December 31.2006<br />
For the Year Ended December 31, 2005<br />
Homburg Cominar<br />
Acquisition Acquisition<br />
Propertles Pru¡rertles Tbtal<br />
(Amounts in thousands of dollars)<br />
(Unaudited)<br />
$ 15,077<br />
7,966<br />
q_ll4<br />
Ëqí1z<br />
fi ll,162<br />
ï_J4<br />
$-<br />
$ 18,781<br />
9,143<br />
$ 9,638<br />
$ 33,858<br />
17,109<br />
s 16,749<br />
$ 21,528 $ 32,690<br />
qldÊz<br />
$-<br />
fi 5,127<br />
q_<br />
Homburg Cominar<br />
Acquisition Acquis¡tion<br />
Properties Properties Total<br />
(Amounts in thousands of dollars)<br />
$ 63,670 !È 72,934 $136,604<br />
29,366 35,006 64,372<br />
$ 34,304 $ 31,928 $ 72,232<br />
q4qÉ9r<br />
$_11",2i1<br />
$_12p!1<br />
q__iËq<br />
q99qÉ4 $6ez'0].q<br />
!È 23.626 $ 35,360<br />
q2$lt<br />
$ 3,639<br />
$_$,8&<br />
$ 6,769<br />
Homburg Cominar<br />
Acquisition Acquisition<br />
Properties Properties Total<br />
(Amounts in thous¡rds of dollars)<br />
(Unaudited)<br />
$ 57,089<br />
27,509<br />
ü_29,slq<br />
w)20!.<br />
$ r 0,728<br />
q_]!pE<br />
$-<br />
s 64,401<br />
3t,157<br />
$ 33,250<br />
w3_Õ42<br />
$ 28,688<br />
$_2?I!1<br />
8121,496<br />
s8,666<br />
$__q?Iiq<br />
g668llþ<br />
$_32t19<br />
$ 82,896<br />
$ 16,3s6 q_r_qilÉ
l. Basis of Presentation<br />
Alexis Nihon Real Estate Investment Tfust<br />
Notes to Schedule of Selected Financial Information<br />
(Amounts in thousands of dollars)<br />
Tho ¡ohedule of ssleoted fiuancid information of Àlexio Nihon Roal B0tate Investment Trust (the "REIT") has been prepared on a carve-out batis<br />
from the consolidated financial statements of the REIT. The schedule of selected Frnancial information has been prepared for the specific purpose of<br />
reporting on the revenues f¡om rental operations, rental property operating costs, income-producìng properties, intangible assets, additions to<br />
incorne-producing properties and additions to intangible assets of the Homburg Acquisítion Properties and of the Conrinar Acquisition Properties<br />
to satisfy the regulatory filìng requirements regarding the acquisition of certain real estate ¿sseLs owned by Alexis Nihon.<br />
Because the propenies were part of a corporate group, the scheclule of selected financial infoflnation depict the amounts associated with each group<br />
of properties. Management's estimates, where necessary. have been used to prepare such allocation.<br />
Hornburg Acquisition Properties is not a legal entity and is comprised of a l00o/c interest in the following income-producing properties:<br />
Property<br />
Placc Alexis Nihon, Montreal, Québec<br />
Centre Laval 150-1690 Le Corbusier, Laval, Québec<br />
-<br />
777 Sainte-Catherine West, Montreal, Québec<br />
1035-1135 Jean Baptiste Rolland Blvd. West, Saint-Jérôme, Québec<br />
3310-3550 Côte-Vertu BIvd., Saint-Laurent (Montreal), Québec<br />
1165-1175 du Trenblay, Longueuil, Québec<br />
1200-1220 des Prornenades, St-Bruno, Québec<br />
1200 Place Nobel, Boucherville, Québec<br />
Cominar Acquisition Properties is not a legal entity and is conrprised of a 1007o interest in the foilowing income-producing properties:<br />
Property<br />
1080 Beaver Hall Hill, Monueal, Québec<br />
4700 de la Savane, Montreal, Québec<br />
455 Fénélon, Dorval (Montreal), Québec<br />
9900 Cavendish, Saint-Laurent (Montreal), Québec<br />
9999 Cavendish, SainçLaurent (Mont¡eal), Québec<br />
9960-9970 Côte-de-Liesse Road, Lachine (Montreal), Québec<br />
1,2,3 and 4 Place Laval, Lavaì, Québec<br />
3080, 3090, 3100 Le Carrefour Boulevard, Laval, Québec<br />
2525 Daniel Johnson, Laval, Québec<br />
480 and 550 De la Cité Blvd., Gatineau, Québec<br />
I I I I Dr Frederick-Phillips, Saint-Laurent (Montreal), Québec<br />
3300 Côte-Vertu Blvd., Saint-Laurent (Montreal), Québec<br />
400 Cooper Street, Ottawa, Ontårio<br />
3071-3075 Louis A. Amos and 1922-1996 Onésime-Gagnon Lachine (Montreal), Québec<br />
1ó15-1805 55th Avenue, Dorval (Montreal), Québec<br />
-<br />
3339-3403 Grìffìth, Saint-Laurent (Montreal), Qtrébec<br />
8100 Cavendish, Saìnt-Laurent (Montreal), Québec<br />
I 949 Onésinte-Gagnon, Lachine (Montreal), Québec<br />
2260 - 32nd Avenue and 3142-3190 Joseph-Dubreuil, Lachine (Montreal), Québec<br />
2102-2150 - 32nd Avenue, Lachine (Montreal), Québec<br />
2024-2080 - 32nd Avenue, Lachine (Montreal), Québec<br />
6320-6380 Côte-de-Liesse Road, Saint-Laurent (Montreal), Québec<br />
2025 dela Métopole, Longueuil, Québec<br />
1925-1975 Hymus BIvd., Dorval (Montreal), Québec<br />
80-140 Lindsay, Dowal (Montreal), Québec<br />
8411-8453 Dalton Road, Mount-Royal (Mont¡eal), Québec<br />
8459-8497 Dalton Road, Mount-Royal (Montreal), Québec<br />
8545-8579 Dalton Road, Mount-Royal (Montreal), Québec<br />
8605-8639 Dalton Road, Mount-Royal (Montreaì), Québec<br />
'1527-7583 Henri Bourassa Bìvd. East, Montreal, Québec<br />
8552-8648 Pie-IX Blvd., Montreal, Québec<br />
8740-8878 Pie-IX Blvd., Montreal, Québec<br />
707 5 Place Robcrt-Joncas, Saint-Laurent (Montreal), Québec<br />
1225 Volta, Boucherville, Québec<br />
- 293 -
Property<br />
2000 Halpem StreeL Saint-Laurent (Monûeal), Québec<br />
2105,23rd Avenue, Lachine (Montreal), Québec<br />
1 1 I l, 46th Avenue, Lachine (Montreal), Québec<br />
5055 Levy Street, Saìnt-Laurent (Montreal), Québec<br />
2400 Trans-Canada Highway, Pointe-Claire (Montreal), Québec<br />
243 Hymus Blvd., Pointe-Claire (Monueal), Québec<br />
2555 PitFreld Road, Saint-Laurent (Montreal), Québec<br />
A 507o interest in the following income-producing properties:<br />
Property<br />
1710-1850 - 55th Avenue and 5435 François-Cusson Lachine (Montreal)' Québec<br />
1520-1660 - 55th Avenue and 5430 Fairway, Lachine (Mont¡eal)' Québec<br />
1875 - 55th Avenue and 22-62Lindsay, Dorval (Mont¡eal), Québec<br />
1200 - 55th Avenue, Lachine (Montreal), Québec<br />
A.257o interest in the following income-producíng properties:<br />
Property<br />
73I-749 Meloche and I 1450 Côte-de-Liesse Road, Dorval (Montreal)' Québec<br />
703-729 Meloche, Dorval (Montreal), Québec<br />
679-701 Meloche and 135-137 Lindsay, Dorval (Mont¡e¿l), Québec<br />
All amounts have been derivecl from accounting infonnation specific to the income-producing properties to be sold to Homburg Invest Inc' and to<br />
Cominar Real Esøte Investment Trust.<br />
The selected financial infomration nrry not necessarily reflect Homburg Acquisition Properties and Cominar Acquisition Properties' restrlts of<br />
operations and financial position in future periods, nor do they necessarily reflect the results of operations and financial position that would have<br />
been realized had Honrburg Acquisition Properties and Cominar Acquisition Properties been stand-alone entities duling the periods presented.<br />
The accompanying schedu'le of selectecl financial information is preparecl in accordance with Canadian Generally Accepted Accounting Principles<br />
C,GAAp') using the same accounring policies and application thereof as the consolidated financial statements of the REIT for the year ended<br />
December 31, 2006. They do not inclucte ¿ll the information and disclosure required by Canadian GAAP for annual financial statements.<br />
2, Summary of Significant Accounting Policies<br />
Use of Estimates<br />
The preparation ofthe schedule of selectecl financial inf'ormation in conformity with Canadian Generally Accepted Accounting Principles requires<br />
management to make estimates and assumptions that affect the reported anlounts ofassets and liabilities, the disclosure ofcontingent assels and<br />
liabilities at rhe date ofthe schedule ofselected financial information and the repofted amounts ofrevenue andexpenses during the reporting year.<br />
Because ofthe use of estimates inherent in the financìal reporting process, actual. results coulcl differ fror¡ those estimates. Significant estilnates and<br />
assumptions made by management include, but ate not limited to, the useful lives of longJived assets, the cash flows expected from the on-going<br />
use and clisposal of longlived assets, the discount rates used in determining certain fair value estimates and the fair values of tangible and intangible<br />
assets acquired upon the purchase of income-producing propenies<br />
Revenue Recognition<br />
The REIT uses the straightline method of recognìzing rental revenue whereby the total anount of rental revenue to be received from leases is<br />
accounted for on a straìght-line basis over the term ofthe related agreenìents. Percentage rents are rccognized when the required level ofsales has<br />
been achieved. Recoveries fronì tenants for taxes, insurance ancl other operuting expenses are recognized as revenues in the period in which the<br />
applicable costs are incurred. Recoveries for repair and maintenance costs (defenecl rccoverable costs) are recognized on a straight-line basis over<br />
the expected life of the itenrs. Parking and other incidental are recognized when the services are provided.<br />
Income-Producing Properties<br />
- 294 -<br />
Income-producing properries irìclude land, buildings, tenant improvements (developed by the REIT), leasing costs, def'ened recoverable costs and<br />
tenant inrprovements recorde¿ on acquisitions which are carried at cost less acctrmulated arnortization. Cost includes the purchase price of the asset<br />
plus acquisition-related costs. Income-producing properties are reviewed periodically for impairment as described under "ltnpairment ofLong-<br />
Lived Assets".<br />
Maintenance and repairs that are not recovelable from tenants are either expensed as ìncttred, or, in the case of a major itenr, capitalized to<br />
buildings a¡rd mrortized on a straight-line basis over the expected useful life of the item.<br />
Amortizatìon of buildìngs is plovided using the straight-line nìethod over 35 years.
Major repair and rnaintenance items that are recoverable from tenants are capitalized to defened recove¡able costs and amortized on a straight-line<br />
basis over the expected useful life of the ite¡ns. The amortízation of these items a¡e included ìn rental property operating costs.<br />
Amorrization of leasing costs and tena¡t improvements including tenant inducements and allowances are provided using the straight-line mettrod<br />
over the terms of the related leases.<br />
Intangible Assets and Liabilities<br />
A poltioD of the purchase pricc of an income-producing propcrty must be ûllocûted to intangiblo components including in-place leasing costs,<br />
above and below ma¡ket leases ancl tenant relationships, if any. This allocation is based on management's estimate of their fai¡ values. These<br />
intangibles are amortized on a straight-line basis over the ter¡ns of the related leases. The amortization of the above and below market in-place<br />
leases is reco¡cled in revenues from rental operations. Intangibles are reviewed periodically for impairment as described under "Impairment of<br />
Long-Lived Assets".<br />
Impairment of Long-Lived Assets<br />
LongJived assets, which include income-producing properties, intangibles, properties held for development and furniture, fixtures and computers,<br />
are reviewed for impairment whenever events or changes in circ[mstances indicate that the carrying atììount of an asset may not be recoverable.<br />
Impairment is assessed by comparing the carrying anìount of an asset with the expected future net undiscounted cash flows from its use together<br />
with its rcsidual value. If such assets ¿ue considered to be impairecl, the inpaiment to be recognized is measured by the amount by which the<br />
carrying amount of the assets exceeds their fair value.<br />
3, Income-ProducingProperties<br />
Homburg Acquisit¡on Properties<br />
Cost<br />
Land.. ... $67,532<br />
Builclings ànd tena¡lt improvenrents 259,987<br />
Leasing costs 2,455<br />
Tenaut improvement recorded on acquisition 2,499<br />
Deferred recoverable costs . . 1,170<br />
$rxr.3<br />
Cominar rlcquisition Properties<br />
Land . .<br />
Buildings and tenant improvements<br />
Leasing costs<br />
Deferred recoverable costs . . .<br />
4. Intangible Assets<br />
Homburg Acquisition Properties<br />
Lease origination costs for in-place leases<br />
Above market in-place leases<br />
Cosf<br />
$ 71,323<br />
346,08r<br />
4,691<br />
2,997<br />
$425,092<br />
Cost<br />
$16,028<br />
359<br />
$ l 6,387<br />
- 295 -<br />
Accumulated<br />
Amort¡zation<br />
$ta<br />
'raa<br />
437<br />
476<br />
150<br />
928,296<br />
Accumulated<br />
Amortization<br />
$-<br />
3r,670<br />
1,417<br />
567<br />
qTJ]I<br />
Accumulated<br />
Amortization<br />
$5,07s<br />
150<br />
$s,22s<br />
March 31, 2006<br />
Net Carrying<br />
Amount<br />
(Unaudited)<br />
ç 67,532<br />
232,754<br />
2,01E<br />
2,023<br />
1,020<br />
$3919f2<br />
March 31, 2007<br />
Net Carrying<br />
Amount<br />
(Unaudited)<br />
$ 71,323<br />
314,411<br />
3,214<br />
2,430<br />
$391,37E<br />
March 31, 2007<br />
Net Carrying<br />
Amount<br />
(Unaudìted)<br />
$10,953<br />
209<br />
$11,162<br />
Deccmber 31,<br />
2006<br />
Net Carrying<br />
Amount<br />
$ 67,s32<br />
233;140<br />
2,02'l<br />
2,092<br />
:<br />
1,004<br />
q?nÁ ?o<<br />
December 31,<br />
2006<br />
Nct Carrying<br />
Amount<br />
ç 7r,323<br />
'117 6¿l<br />
3,084<br />
2,573<br />
Fe9{4<br />
$r 1,511<br />
223<br />
$11,734<br />
December 31,<br />
2005<br />
Net Carrying<br />
Amount<br />
(Unaudited)<br />
$ 63.s84<br />
,ro i 1?<br />
1,463<br />
970<br />
54<br />
w20l<br />
December 31,<br />
2005<br />
Nct Carrying<br />
Amount<br />
(Unaudited)<br />
$ 64,351<br />
305,958<br />
2,378<br />
855<br />
w1ë42<br />
Decenrber 31, December 31,<br />
2006 200s<br />
Net Carrying Net Carrying<br />
Amount Amount<br />
(Unaudited)<br />
$ 10,452<br />
276<br />
$ 10,728
Cominar Acquisition Properties<br />
Lease origination costs for in-place leases<br />
Above ma¡ket in-place leases<br />
Cost<br />
$40.037<br />
1,91 1<br />
$4 l,948<br />
- 296 -<br />
March 31, 2007<br />
Accumulated NetCarrying<br />
Amortization Amount<br />
$19,213<br />
t,207<br />
(Unaudited)<br />
ç20,E24<br />
704<br />
V,sß.<br />
December 31, December 31,<br />
2006 200s<br />
Net Carrying Net Carrying<br />
Amount Amount<br />
(Unaudited)<br />
$22,818 927,442<br />
808 1,246<br />
s20,420 923,626 $28,688
- 297 -<br />
41. UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF<br />
ALEXIS NIHON, 31 MARCH 2007, PREPARED IN ACCORDANCE \ryITH<br />
CANADIAN GAAP
Alexis Nihon Real Estate lnvestment Trust<br />
Gonsolidated Financial Statements<br />
March 31,2007<br />
(unaudited)<br />
- 298 -
Alexis Nihon Real Estate Investment Trust<br />
Consolidated Financial Statements<br />
March 31,2007<br />
(unaudited)<br />
Gontents<br />
Consolidated Balance Sheets<br />
Consolidated Statements of Unitholders' Equity<br />
Consolidated Statements of Operations<br />
Consolidated Statements of Cash Flows<br />
Notes to the Consolidated Financial Statements<br />
- 299 -
Alexis Nihon Real Estate Investment Trust<br />
Consolidated Balance Sheets<br />
(in thousands of dollars)<br />
Assets<br />
lncome-producing properties (note 4)<br />
Intangible assets (note 5)<br />
Land held for development<br />
Other assets (note 6)<br />
Due from companies under common control of certain<br />
trustees of the REIT<br />
Liabilities<br />
Debts on income-producing properties (note 7)<br />
Convertible debentures - liability component<br />
Intangible liabilities (note 8)<br />
Bank indebtedness (note 9)<br />
Accounts payable and accrued liabilities<br />
Distributions oavable<br />
Equity<br />
See accompanying notes<br />
- 300 -<br />
March 31, December 31,<br />
2007 2006<br />
(unaudited)<br />
$ 696,725<br />
32,690<br />
4,505<br />
23,938<br />
$ 697,016<br />
35,360<br />
4,418<br />
19,787<br />
280<br />
$ 757,858 $ 756,861<br />
$ 413,059 $<br />
4,738<br />
2,240<br />
58,330<br />
24,201<br />
2,712<br />
419,201<br />
39,370<br />
2,416<br />
40,007<br />
19,968<br />
2,475<br />
505,280 523.437<br />
$ 757,858 $ 756,861
Alexis Nihon Real Estate Investment Trust<br />
Consolidated Statements of Unitholders' Equity<br />
For the Three Months Ended March 3l<br />
(in thousands of dollars)<br />
(unaudited)<br />
Unitholders' Equity -<br />
December 31, 2006<br />
Net loss<br />
Conversion of<br />
convertible debentures<br />
(note 10)<br />
Distributions<br />
Units<br />
in$<br />
$ 286,542<br />
34,469<br />
Net<br />
lncome<br />
$ 47,256<br />
(6,218)<br />
Other<br />
Equity<br />
Components Distributions Total<br />
$ 2,400<br />
(t,095)<br />
s(102,774) $233,424<br />
(6,218)<br />
33,374<br />
(8,002) (8,002)<br />
Unitholders'Equity -<br />
March 31,2007 $321,011 $ 41,038 $ 1,305 $(110,776) 9252,578<br />
Unitholders' Equity -<br />
December 31, 2005<br />
Net income<br />
Units issued (note 10)<br />
Distributions<br />
$270,205<br />
398<br />
$ 40,298<br />
1,426<br />
$ 2,852 $ (74,249)<br />
(7,088)<br />
$ 239,106<br />
1,426<br />
398<br />
(7,088)<br />
Unitholders' Equity -<br />
March 31, 2006 $ 270,603 $ 41,724 8 2,852 $ (81,337) $ 233,842<br />
See accompanying notes<br />
- 301 -
Alexis Nihon Real Estate Investment Trust<br />
Consolidated Statements of Operations<br />
For the Three Months Ended March 3l<br />
(in thousands of dollars, except per un¡t amounts)<br />
(unaudited)<br />
Revenues from Rental Operations (note 11) $ 33,858 $ 32,685<br />
Rental Propertv Operatinq Costs 17,109 16,221<br />
Net Operatinq Income 16,749 16,464<br />
Expenses<br />
Interest (note 12)<br />
Amortization of buildings<br />
Other amortization (note 13)<br />
General and administrative<br />
Trust expenses<br />
Offer costs<br />
7,159<br />
4,199<br />
3,717<br />
170<br />
182<br />
7,540<br />
7,255<br />
4,020<br />
3,063<br />
550<br />
150<br />
22,967 15,038<br />
Net (Loss) Income $ (6,218) g 1,426<br />
Basic Net Income Per Unit (note 14) $ (0.218) $ 0.055<br />
Diluted Net Income Per Unit (note 14) $ (0.218) $ 0.055<br />
See accompanying notes<br />
- 302 -
Alexis Nihon Real Estate Investment Trust<br />
Consolidated Statements of Gash Flows<br />
For the Three Months Ended March 3l<br />
(in thousands of dollars)<br />
(unaudited)<br />
Cash Flows generated from (used for) -<br />
Operating Activities<br />
Net (loss) income<br />
Items not affecting cash:<br />
Amortization of buildings<br />
Other amortization<br />
Amortization of above and below market in-place leases<br />
Amortization of deferred financing costs<br />
Amortization of deferred recoverable costs<br />
Accrued rental revenue<br />
Changes in:<br />
Other assets (note 16)<br />
Accounts payable and accrued liabilities<br />
Additions to tenant improvements and leasing costs<br />
Write-offs (Additions) to deferred recoverable costs<br />
Refund of deposits on potential acquisitions<br />
2007 2006<br />
$ (6,218)<br />
4,199<br />
3,717<br />
58<br />
210<br />
97<br />
(235)<br />
(7,860)<br />
4,233<br />
(3,783)<br />
30<br />
I,398<br />
$ 1,426<br />
4,020<br />
3,063<br />
(56)<br />
165<br />
89<br />
(335)<br />
(1,732)<br />
(3,371)<br />
(2,684)<br />
(1 84)<br />
Cash Flows (used for) generated from Operating Activities (4,154) 401<br />
Financing Activities<br />
Increase in debts on income-producing properties<br />
Repayment of debts on income-producing properties<br />
Amortization of fair value debt adjustment<br />
Accretion on liability component of conveñible debentures<br />
Additions to deferred financing costs<br />
Bank indebtedness<br />
Distributions<br />
1s,tzi¡<br />
(3r)<br />
l5<br />
(36)<br />
18,323<br />
(7,7651<br />
30,809<br />
(11,401)<br />
(23)<br />
33<br />
(37)<br />
(11,678)<br />
(6,703)<br />
Cash Flows qenerated from Financing Activities 5,335 1,000<br />
Investing Activities<br />
Additions to property held for development<br />
Additions to buildings<br />
Additions to furniture, fixtures and computers<br />
Deposits on potential acquisitions<br />
Due from companies under common control of<br />
certain trustees of the REIT<br />
(87)<br />
,r,trnl-<br />
280<br />
(848)<br />
(22)<br />
(736)<br />
Gash Flows generated from (used for) Investing Activities (1,181) (1,401)<br />
Decrease in Cash and Cash Equivalents<br />
Cash and Gash Equivalents - Beginning of Period<br />
Cash and Gash Equivalents - End of Period<br />
See accompanying notes<br />
- 303 -<br />
205
Alexis Nihon Real Estate Investment Trust<br />
Notes to Gonsolidated Financial Statements<br />
March 31,2007<br />
(dollar amounts are in thousands, except per unit amounts)<br />
(unaudited)<br />
1. Description of the REIT<br />
Alexis Nihon Real Estate Investment Trust (the 'RE|T") is an unincorporated closed-ended investment trust<br />
created by a contract of trust (the "Contract of Trust"). The REIT was established under, and is governed by, the<br />
laws of the Province of Quebec.<br />
The accompanying unaudited interim consolidated financial statements are prepared in accordance with<br />
Canadian Generally Accepted Accounting Principles ('GAAP'). These consolidated financial statements are<br />
prepared using the same accounting policies and application thereof as the consolidated financial statements for<br />
ihe year ended December 31, 2006. They do not include allthe information and disclosure required by Canadian<br />
GAAP for annual financial statements, and should be read in conjunction with the December 31,2006<br />
consolidated financial statements.<br />
Sale Process<br />
On February 27,2007, an Offer was made by Homburg Acquisition Inc.("Homburg"), a wholly-owned subsidiary of<br />
Homburg Invest Inc., to purchase all of the issued and outstanding Units of the REIT for $18.60 in cash per Unit.<br />
On Aprii 6, 2007, Homburg announced that: (i) all of the conditions to the completion of the Offer had been<br />
satisfied or waived; and thãt (ii) Homburg had taken up all of the Units validly deposited under the Offer as at<br />
midnight (Montreal time) on April 5, 2007, representing approximately 70o/o of the issued and outstanding Units<br />
(on a-fully-diluted basis). Homburg subsequently paid for the Units tendered to the Offer on April 11, 2007. As a<br />
iesult, since April 6, 2007 Hombulg owns 25,938,238 Units, representing approximately 87o/o of the issued and<br />
outstanding Units (on a fully-diluted basis).<br />
2. Change in Accounting Policies<br />
- 304 -<br />
Effective January 1,2007, the REIT adopted the following three new Handbook sections issued by the Canadian<br />
Institute of Chartered Accountants ("C|CA"), Section lS30 "Comprehensive Income", Section 3855 "Financial<br />
Instruments - Recognition and Measurement", and Section 3865 "Hedges".<br />
Section 3855, "Financial lnstruments - Recognition and Measurement" requires all financial instruments to be<br />
recorded initially at fair value. Financial instruments include financial assets, financial liabilities, derivatives and<br />
embedded derivatives. The Section also requires all financial instruments to be classified as either<br />
held-to-maturity, loans and receivables, held for trading, or available-for-sale. The held{o-maturity classification is<br />
restricted to fixed maturity instruments that the REIT intends and is able to hold to maturity. Loans and<br />
receivables and held-to-maturity investments are accounted for at amoftized cost. Securities that are acquired for<br />
selling in the near term are clássified as held for trading and are accounted for at fair value with realized and<br />
unreaìized gains and losses reported in net income. The remaining financial instruments are classified as<br />
available-forlsale and are measured at fair value with unrealized gains and losses but reported in a new category<br />
in unitholders' equity called other comprehensive income. Once the gains and losses become realized, they are<br />
recognized in income.<br />
Section 3865, "Hedges" which replaces AcG-13 "Hedging Relationships" establishes standards for when and how<br />
hedge accounting may be applied. Consistent with Section 3855, it requires that all derivatives, including hedges,<br />
be rieasured at fãir value. ihanges in the fair value of a derivative which hedges the REIT's exposure that the fair<br />
value of an asset or liability will change due to a particular risk are recognized in net income together with those of<br />
the respective offsetting hedged item-. However, changes in the fair value of a derivative which hedges the REIT's<br />
exposure to changing lash flows are accumulated in other comprehensive income until the transaction being<br />
hedged affects net income.
Alexis Nihon Real Estate lnvestment Trust<br />
Notes to Consolidated Financial Statements<br />
(unaudited)<br />
2. Change in Accounting Policies (cont'd)<br />
Section 1530, "Comprehensive Income", a new category in the unitholders' equity statement, includes net income<br />
for the period, unrealized gains and losses on available-for-sale securities, changes in the fair market value of<br />
derivative instruments designated as cash flow hedges and foreign currency translation adjustments of<br />
self-sustaining foreign operations, all net of income taxes.<br />
These new standards have been applied without restatement of prior periods. The impacts of adopting these<br />
recommendations are as follows:<br />
A reclassification of transaction costs for an amount of $1,226 prevíously shown separately on the<br />
balance sheet as deferred financing costs to the carrying amount of its related debt. Of the said amount,<br />
$930 off-set the carrying amount on debts on income-producing properties, $170 off-set the carrying<br />
amount of the convertible debentures, and $126 off-set the carrying amount of the bank indebtedness.<br />
There was no impact on the REIT as a result of adoption of Section 3865 - Hedges.<br />
There was no impact on the REIT as a result of adoption of Section 1530 - Comprehensive income.<br />
3. New Account¡ng Pronouncements<br />
- 305 -<br />
EIC-164 - Gonvertible and Other Debt Instruments with Embedded Derivatives<br />
EIC-164 addresses the situation where a company issues a debt instrument that is convertible at any time at the<br />
holder's option into a fixed number of common shares. Upon conversion, the issuer is either required or has the<br />
option to satisfy all or part of the obligation in cash. The instrument may also permit the issuer to redeem the<br />
instrument prioi to maturity, and/or permit the holder to force the issuer to redeem the instrument prior to maturity.<br />
This Abstract provides guidance on various issues related to such debt instruments, including:<br />
Whether the instrument contains both a liability element and an equity element that are required to be<br />
accounted for seParatelY.<br />
Whether the instrument contains any embedded derivatives that are required to be accounted for<br />
separately.<br />
How the issuer should account for the instrument (e.9. fair value, amortized cost).<br />
How the liability element of the instrument should be classified in the financial statements (current or<br />
long-term).<br />
How any embedded derivative in the instrument and the host debt instrument should be presented in the<br />
financial statements.<br />
How to account for any future tax aspects of the instrument.<br />
How the instrument should be treated in earnings per share computations.<br />
The answer to each of these issues is dependent on the specific features of the debt instrument issued by a<br />
company. The accounting treatment in this Abstract should be applied retrospectively to financial instruments<br />
accounted for in accordance with Section 3855 in financial statements issued for interim and annual periods<br />
ending on or after June 30, 2007.
Alexis Nihon Real Estate Investment Trust<br />
Notes to Gonsolidated Financial Statements<br />
(unaudited)<br />
4. Income-Producing Properties<br />
Land<br />
Building and tenant improvements<br />
Leasing costs<br />
Tenant improvement recorded<br />
on acquisitions<br />
Deferred recoverable costs<br />
5. Intangible Assets<br />
Lease origination costs for<br />
Accumulated<br />
Cost Amortization<br />
$ 138,855<br />
606,068<br />
7j46<br />
2,499<br />
4,167<br />
$- 58,903<br />
1,914<br />
476<br />
717<br />
March 31,<br />
2007<br />
Net Garrying<br />
Amount<br />
$ 138,855<br />
547,165<br />
5,232<br />
2,023<br />
3,450<br />
December 31,<br />
2006<br />
Net Carrying<br />
Amount<br />
$ 138,855<br />
547,381<br />
5,111<br />
2,092<br />
3,577<br />
$ 758,735 $ 62,010 $ 696,725 $ 697,016<br />
Accumulated<br />
Cost Amortization<br />
March 31, December3l,<br />
2007 2006<br />
Net Carrying Net Carrying<br />
Amount Amount<br />
in-place leases $ 56,065 $ 24,288 $ 31,777 $ 34,329<br />
Above market in-place leases 2,271 1.358 913 1,031<br />
6. Other Assets<br />
Accounts receivable<br />
Deferred rent receivable<br />
Prepaids<br />
Deposits on potential acquisitions<br />
Restricted funds<br />
Furniture, fixtures and computers<br />
Deferred financing costs<br />
Others<br />
- 306 -<br />
$ 58,336 $ 25,646 $ 32,690 $ 35,360<br />
March 31,<br />
2007<br />
$ 2,655<br />
4,776<br />
12,490<br />
150<br />
2,837<br />
584<br />
446<br />
December 31,<br />
2006<br />
2,897<br />
4,541<br />
1,285<br />
1,548<br />
6,290<br />
627<br />
2,503<br />
96<br />
$ 23,938 $ 19,787
Alexis Nihon Real Estate Investment Trust<br />
Notes to Gonsolidated Financial Statements<br />
(unaudited)<br />
7. Debts on Income-Producing Properties<br />
Loans secured by mortgages on income-producing properties, bearing<br />
interest at a weighted average annual rate of 5.99o/o, repayable in<br />
blended monthly instalments of $3,015 maturing at various dates<br />
no later than December 2021.<br />
Accrued interest<br />
Unamortized financing costs<br />
Fair value debt adjustment<br />
March 31, December3l,<br />
2007 2006<br />
$ 411,808 $<br />
1,999<br />
413,807<br />
Principal repayments of debts on income-producing properties are due as follows:<br />
lnstalments Due on<br />
Þavments maturity<br />
2007<br />
2008<br />
2009<br />
2010<br />
2011<br />
$ 8,016<br />
8,773<br />
6,950<br />
6,913<br />
6,770<br />
416,971<br />
2,017<br />
418,988<br />
(e30)<br />
182 213<br />
$ 413,059 $ 419,201<br />
$ 77,015<br />
50,034<br />
57,211<br />
22,738<br />
5,064<br />
$ 85,031<br />
58,807<br />
64,161<br />
29,651<br />
11,834<br />
to 2011 44j36 118,188 162.324<br />
8. lntangible Liabilities<br />
- 307 -<br />
Accumulated<br />
Cost Amortization<br />
81,558 330,250 411.808<br />
$ 413,807<br />
March 31, December 31,<br />
2007 2006<br />
Net Garrying Net Carrying<br />
Amount Amount<br />
Below market in-place leases 4,384 $ 2,144 $ 2,240 2,416
Alexis Nihon Real Estate Investment Trust<br />
Notes to Gonsolidated Financial Statements<br />
(unaudited)<br />
9. Bank Indebtedness<br />
The REIT's $7O,O0O credit facility is subject to annual review and consists of a general operating loan available by<br />
way of prime rate loans, bankers' acceptances and letters of credit. Borrowings by way of prime rate loans bear<br />
intérest at prime plus 0.5% per annum. Borrowings by way of bankers' acceptances bear interest at a rate equal<br />
to the bankers'acceptance rate plus stamping fees equivalentto2.2So/o perannum. The letterof creditfacility is<br />
limited to g10,000 and bears interest at 1.25% per annum. The credit facility is secured by a first ranking hypothec<br />
on three income-producing properties having a net carrying amount of $45,664 and a second ranking hypothec on<br />
two income-producing properties having a net carrying amount of $240,855. The terms of the banking<br />
agreement require the REIT to meet certain financial covenants, such as gross book value, debt service<br />
cõverage, fair value of the properties given as security and occupancy rate. No default occured during the period<br />
ended March 31,2007.<br />
10. Units lssued and Outstand¡ng<br />
The interests in the REIT are represented by a single class of units which are unlimited in number. Each unit<br />
entitles the holder to a single vote and carries the right to participate in all distributions.<br />
Changes to the balance of units issued and outstanding were as follows:<br />
Three Months Ended Three Months Ended<br />
March 31,2007<br />
March 31. 2006<br />
Balance - beginning of period<br />
lssuance of units:<br />
Distribution reinvestment plan<br />
Conversion of convertible<br />
debenture<br />
Number<br />
of units Amounts<br />
Number<br />
of units Amounts<br />
26,988,564 $ 286,5+Z 25,754,095 g 270,205<br />
2,590,450<br />
34,469<br />
- 30,406 398<br />
Balance - end of period 29,579,014 $ 321,011 25,784,501 $ 270,603<br />
During the three-month period ended March 31,2007, $35,360 (March 31, 2006 - $Nil) of face value of the 2004<br />
Convertible Debentures were converted into 2,590,450 units of the REIT at a conversion price of $13.65 per unit.<br />
The face value of the 2004 Convertible Debentures, net of a discount of $884, plus a proportionate share of the<br />
equity component in the amount of $1,096, net of the applicable unamortized deferred financing costs of $1,103,<br />
was added to REIT unit capital.<br />
Distribution Reinvestment Plan<br />
The REIT maintains a distribution reinvestment plan pursuant to which unitholders may elect to have all cash<br />
distributions of the REIT automatically reinvested in additional units. The plan gives to the reinvestment plan<br />
participants a number of units amounting to 103% of their cash distribution. As at December 31, 2006, the plan<br />
was suspended due to the Support Agreement (see note 1).<br />
Unit-Based Compensation Plans<br />
- 308 -<br />
During the three months ended March 31,2007 , the REIT recorded a total compensation expense of $14 (three<br />
months ended March 31, 2006 - 32$) for the various plans'
Alexis Nihon Real Estate Investment Trust<br />
Notes to Consolidated Financial Statements<br />
(unaudited)<br />
11. Revenues From Rental Operations<br />
Rental revenue contractually due under the leases<br />
Accrued rental revenue<br />
Amortization of above market in-place leases<br />
Amortization of below market in-place leases<br />
12. lnterest<br />
lnterest on debts on income-producing properties,<br />
at stated rate<br />
Interest on convertible debentures, at stated rate<br />
Accretion on liability component of convertible debentures<br />
Amortization of deferred financing costs<br />
Amortization of fair value debt adiustment<br />
Other interest<br />
Three Months Ended<br />
March 31,2007<br />
$ 33,565<br />
235<br />
(1r8)<br />
176<br />
Three Months Ended<br />
March 31,2007<br />
Three Months Ended<br />
March 31. 2006<br />
g 32,294<br />
335<br />
(146)<br />
202<br />
$ 33,858 $ 32,685<br />
6,068<br />
181<br />
15<br />
210<br />
(3r)<br />
716<br />
Three Months Ended<br />
March 31, 2006<br />
5,821<br />
853<br />
33<br />
165<br />
(23)<br />
406<br />
7,159 $ 7,255<br />
lnterest paid during the three months ended March 31,2007 was $6,983 (three months ended March 31, 2006 -<br />
$6, I 63).<br />
13. Other Amortization<br />
Amortization of tenant improvements and<br />
leasing costs incurred through leasing activities<br />
Amortization of furniture, fixtures and computers<br />
Amortization of lease origination costs for<br />
in-place leases incurred through acquisitions<br />
Amortization of tenant improvements incurred<br />
throuqh acquisitions<br />
- 309 -<br />
Three Months Ended<br />
March 31,2007<br />
1,053<br />
43<br />
2,552<br />
69<br />
Three Months Ended<br />
March 31, 2006<br />
$ 695<br />
44<br />
2,292<br />
32<br />
3,717 $ 3,063
Alexis Nihon Real Estate lnvestment Trust<br />
Notes to Gonsolidated Financial Statements<br />
(unaudited)<br />
14. Net lncome Per Unit Galculations<br />
Basic and diluted per unit amounts are based on the following:<br />
Three Months Ended<br />
March 31,2007<br />
Basic Diluted<br />
Three Months Ended<br />
March 31, 2006<br />
Basic Diluted<br />
Net (loss) income $ (6,218) $ (6,218) $ 1,426 $ 1,426<br />
Weighted average number of units outstanding 28,490,374 28,490,374 25,764,652 25,764,652<br />
The convertible debentures have been excluded from the calculations of the diluted net income per unit for the<br />
three month periods ended March 31,2007 and 2006 since they are anti-dilutive.<br />
15. Segmented lnformation<br />
Three Months Ended<br />
March 31.2007<br />
Revenues from rental operations $ 16,228 $<br />
Rental property operating costs 8,911<br />
Retail<br />
9,597 $<br />
4.655<br />
Multi-family<br />
lndustrial residential Total<br />
6,748 $ 1,285 $<br />
2,722 821<br />
33,858<br />
17,109<br />
Net operating income $ 7,317 $ 4,9+2 $ 4,026 $ 464 $ 16,749<br />
I ncome-producing properties $ 314,083 $ 188,581 $ 160,954 $ 33,107 $ 696,725<br />
lntangible assets $ 12,195 $ 11,163 $ 9,332 $ - $ 32,690<br />
Three Months Ended<br />
March 31. 2006<br />
Revenues from rental operations<br />
Rental propertv operatinq costs<br />
Net operating income<br />
- 310 -<br />
16,081 8,985<br />
8,846 4,117<br />
Multi-family<br />
lndustrial residential<br />
6,287<br />
2.409<br />
7,235 4,868 3,878 $<br />
$ 1,332 $<br />
849<br />
Total<br />
32,685<br />
16.221<br />
483 $ 16,464<br />
I ncome-producing proPerties $ 312,675 $ 177,513 $ 144,897 g 32,541 $ 667,626<br />
Intangible assets s 15,287 $ 10,316 $ 11,375 $ $ 36,978
Alexis Nihon Real Estate Investment Trust<br />
Notes to Consolidated Financial Statements<br />
(unaudited)<br />
16. Supplemental Cash Flow Information<br />
Change in Other Assets<br />
Accounts receivable<br />
Prepaids<br />
17. Contingency<br />
Three Months Ended<br />
March 31,2007<br />
S z+z<br />
(11,205)<br />
3,453<br />
Three Months Ended<br />
March 31, 2006<br />
$ 1,083<br />
(4,819)<br />
2,032<br />
$ (7,860) $ (1,732)<br />
On January 26,2OO7,legal proceedings were instituted by Senator Paul J. Massicotte, the former President and<br />
Chief Executive Officer oi t ä Rf tt, against the REIT, its Trustees, and Alexis Nihon Management (Canada) lnc.'<br />
ã wholly-owned subsidiary of the REli, under the employment agreement claiming $500 of bonuses that are now<br />
claimed to be payable aiwell as $1,200 as severanöe änd compensation in the event of a change of control of<br />
the REIT. lt ¡s si¡il the REIT's view, based on advice of legal counsel, that, as a result of his resignation on<br />
December 6, 2006, no payments are owed.<br />
18. Subsequent Events<br />
- 311 -<br />
Subsequent to March 31, 2007, and as at May 7, ?007, $940 of the face value of the 2004 Convertible<br />
Debentures were converted into 68,861 units of the REIT at a conversion price of $13.65 per unit'
- 312 -
- 313 -
- 314 -
- 315 -
- 316 -
- 317 -
- 318 -
- 319 -
- 320 -
- 321 -
- 322 -
- 323 -
- 324 -