CG malls europe - Commerz Real

5.1 Almada Forum
Almada Forum is held by Forum Almada – Gestao de Centro Comercial, Sociedade
Unipessoal, Lda. II & Comandita (Almada Cda.). The company has let the entire mall to
Forum Almada – Gestao de Centro Comercial, Sociedade Unipessoal, Lda. (Almada Lda.)
which acts as the operating company and grants use rights for the shops to the respective
tenants.
Almada Lda. was bought by CGM Lux 2 S.à r.l., and Almada Lda. subsequently acquired
a 70% interest in Almada Cda. The remaining 30% interest was acquired by CGM Lux 3
S.à r.l. As Almada Cda. is a private company, the 70/30-split was necessary to avoid the
payment of a transfer tax.
The current structure of the Almada investment – as well as the overall structure – was
designed with a view to tax efficiency. Therefore the companies were funded both
through external and internal loans. In this specific case, Almada Lda. received three
different types of loan facilities to finance the acquisition of its 70% interest in Almada
Cda.: a EUR 35,800,000 loan facility from Eurohypo Portugal, a EUR 42,663,800 intragroup
loan from Forum Montijo – Gestao de Centro Comercial, Sociedade Unipessoal,
Lda. (Montijo Lda.), the operating company for Forum Montijo, and a EUR 96,844,069.52
shareholder loan from CGM Lux 2 S.à r.l. CGM Lux 3 S.à r.l. financed the 30% interest in
Almada Cda. through the PPL received from CGM Lux 1 S.à r.l.
Financing structure as at 31 December 2009 31 December 2008
Almada Lda. Almada Lda.
Equity -35,705,559.00 -17,546,615.93
Shareholder loan 96,844,069.52 96,844,069.52
Intra-group loan 42,663,800.00 42,663,800.00
Long-term debt 35,800,000.00 35,800,000.00
161,749,306.80 157,761,253.59
The grant of the intra-group loan is explained by the fact that due to Portuguese legal
restrictions – the so-called financial assistance – it is impossible for a borrower to use a
loan secured by an asset owned by a third party to buy – once the loan has been drawn –
this third-party collateral. In order to avoid the issue, the loan granted to Almada Lda. is
secured by Forum Montijo and vice versa. As this construction created excessive external
debt in Montijo Lda. and a deficit in Almada Lda., the missing debt for Almada Lda.
had to be transferred through an intra-group loan.
By 17 November 2009, the market value of Forum Almada Lda. was EUR 333,597,000.00,
appraised by Cushman & Wakefield. This data undercut the value of December 2008
(EUR 357,874,000.00) by EUR 24,277,000.00 (-6,8%).
Manager‘s Report on the Fund
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