CG malls europe - Commerz Real

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5.2 Forum Montijo
The acquisition, holding and financing structure used in the case of Forum Montijo
closely resembles the one described for Almada Forum. Therefore, similarities will not
be detailed again below.
Forum Montijo is held by Brafero – Sociedade Imobiliària, S.A. (Brafero S.A.). The company
has let the whole centre to Forum Montijo – Gestao de Centro Comercial, Sociedade
Unipessoal, Lda. (Montijo Lda.) which acts as the operating company and grants use
rights for the shops to the respective tenants.
Montijo Lda. was purchased by CGM Lux 3 S.à r.l., and subsequently bought the shares
of Brafero S.A. As Brafero S.A. is a capital company, the acquisition of 100% of the shares
by Montijo Lda. did not trigger any transfer tax payments.
CGM Lux 3 S.à r.l. was funded through a PPL from CGM Lux 1 S. à r.l. for the acquisition
of Montijo Lda. which received an external loan from Eurohypo Portugal amounting to
EUR 90,670,000.00 and a shareholder loan from CGM Lux 3 S. à r.l. amounting to
EUR 69,473,566.83. These funds were used to acquire the shares of Brafero S.A., to
cover expenses connected with the external financing and to grant an intra-group loan
to Almada Lda.
Financing structure as at 31 December 2009 31 December 2008
Montijo Lda. Montijo Lda.
Equity -18,752,558.85 -6,643,006.68
Shareholder Loan 69,473,566.83 69,473,566.83
Intra-Group Loan -42,663,800.00 -42,663,800.00
Long-term Debt 90,670,000.00 90,670,000.00
108,401,355.77 110,836,760.15
By 17 November 2009, the market value for Forum Montijo was EUR 154,481,000.00,
appraised by Cushman & Wakefield. This figure undercuts the value of December 2008
(EUR 164,337,000.00) by EUR 9,856,000.00 (-6.0%).
5.3 Espacio León
The acquisition of Espacio León was an asset deal, in contradistinction to the two
Portuguese share deals. The property was bought by the newly incorporated Spanish Espacio
León PropCo, S.L., (León PropCo). This company is held indirectly by CGM Lux 3
S.à r.l. through a Dutch holding company, the CG NL Holding B.V. With the incorporation
of the latter the Fund benefits from the existing double tax treaty between the Netherlands
and Spain, which is even more advantageous than the agreement in place between
Luxembourg and Spain.