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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.


- 2 -<br />

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.


- 3 -<br />

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 />

- 4 -<br />

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 />

- 5 -<br />

(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.


- 6 -<br />

• 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.


- 7 -<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 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.


- 8 -<br />

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 />

- 9 -<br />

(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 />

- 10 -<br />

(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”.


- 11 -<br />

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 />

- 25 -<br />

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 />

- 31 -<br />

“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.


- 34 -<br />

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”.


- 35 -<br />

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.


- 37 -<br />

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.


- 62 -<br />

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


- 63 -<br />

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 />

- 65 -<br />

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


- 66 -<br />

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.


- 67 -<br />

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.


- 68 -<br />

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


- 69 -<br />

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 />

- 70 -<br />

• 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


- 71 -<br />

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.


- 72 -<br />

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 />

- 76 -<br />

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


- 78 -<br />

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


- 79 -<br />

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 />

- 80 -<br />

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 />

- 82 -<br />

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


- 90 -<br />

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


- 93 -<br />

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 />

- 94 -<br />

(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 />

- 95 -<br />

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.


- 96 -<br />

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


- 97 -<br />

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


- 104 -<br />

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 />

- 106 -<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 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.


- 108 -<br />

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.


- 110 -


- 111 -


18.2 Miscellaneous<br />

The Credit Agreement<br />

- 112 -<br />

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


- 113 -<br />

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 />

- 114 -<br />

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


- 115 -<br />

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


- 116 -<br />

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 />

- 117 -<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 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 />

- 119 -<br />

(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


- 123 -<br />

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 />

- 124 -<br />

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.


- 128 -<br />

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


- 129 -<br />

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.


- 130 -<br />

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;


- 131 -<br />

• 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 />

- 133 -<br />

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.


- 134 -<br />

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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- 161 -<br />

(signed) GRANT THORNTON LLP


- 162 -


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- 173 -


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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 />

- 187 -<br />

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 />

- 188 -<br />

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 />

- 189 -<br />

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 />


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 -


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