KPMG - IERE

Invista European Real Estate Trust SICAF
Invista European Real Estate Trust SICAF

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the contents of this Prospectus or the action you should take you should immediately consult a
person authorised for the purposes of the FSMA who specialises in advising on the acquisition of shares and other
securities.
Invista European Real Estate Trust SICAF (the ‘‘Company’’) is incorporated in Luxembourg as an investment
company with fixed capital (société d’investissement à capital fixe) under the form of a public limited company
(société anonyme). The Company is registered pursuant to part II of the Investment Funds Act. The Company
qualifies as an undertaking for collective investment of the closed-ended type within the meaning of the Prospectus
Act. This Prospectus has been approved by the CSSF in its capacity as competent authority of the Company’s home
Member State under article 13 of the Prospectus Directive and in accordance with Article 7 of the Prospectus Act.
However, neither the registration of the Company under part II of the Investment Funds Act nor the approval of the
Prospectus under the Prospectus Act require the CSSF to approve or disapprove either the adequacy or accuracy of
this Prospectus or the assets held by the Company. Any representations to the contrary are unauthorised and
unlawful.
A copy of this Prospectus, which comprises a prospectus relating to the Company prepared in accordance with the
Prospectus Directive, relevant implementing measures in Luxembourg and the Listing Rules of the UK Listing
Authority made under Section 73A of the FSMA has been notified by the CSSF and has been delivered to the
Financial Services Authority in accordance with Rule 3.2 of the Prospectus Rules. The attention of potential
investors is drawn to the ‘‘Risk Factors’’ starting on page 8 of this Prospectus. The definitions used in this
Prospectus are set out on pages 158 to 162 of this Prospectus.
The Shares are only suitable for investors (i) who understand the potential risk of capital loss and that there may
be limited liquidity in the underlying investments of the Company, (ii) for whom an investment in the Shares is
part of a diversified investment programme and (iii) who fully understand and are willing to assume the risks
involved in such an investment programme.
This Prospectus includes information given in compliance with the Prospectus Directive, relevant implementing
measures in Luxembourg and the Listing Rules of the UK Listing Authority made under Section 73A of the
FSMA for the purposes of giving information with regard to the Company. The Directors of the Company,
whose names appear on page 32, and the Company accept responsibility for the information contained in this
Prospectus. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to
ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
INVISTA EUROPEAN REAL ESTATE TRUST SICAF
(a company organised under the laws of the Grand Duchy of Luxembourg as a société
d’investissement à capital fixe (‘‘SICAF’’), under the form of a société anonyme (‘‘SA’’)
with registered number B108.461)
Placing and Public Offer of 83.1 million Shares at 200p per Share
Investment Manager
Invista Real Estate Investment Management Limited
Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors
JPMorgan Cazenove Limited and Citigroup Global Markets Limited
Applications have been made to the UK Listing Authority and the London Stock Exchange for all of the Shares
in the Company (issued and to be issued) to be admitted to the Official List of the UK Listing Authority and to
trading on the London Stock Exchange’s main market for listed securities. It is expected that such admissions to
the Official List will become effective and that dealings in the Shares on the London Stock Exchange’s main
market for listed securities will commence on 20 December 2006.
The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the
‘‘Securities Act’’), or any other applicable securities laws of the United States. The Shares are being offered and
sold outside the United States in reliance on Regulation S under the Securities Act. The Shares may not be offered
and sold in the United States except to persons who are ‘‘qualified institutional buyers’’ (or ‘‘QIBs’’), as defined in
Rule 144A under the Securities Act and in reliance on Rule 144A or another exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. Prospective investors are hereby notified that
sellers of the Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A or another exemption from the registration requirements of the Securities Act.
In addition, prospective investors should take note that Shares may not be acquired by (i) employee benefit plans (as
defined in Section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended (‘‘ERISA’’))
subject to Part 4 of Subtitle B of Title I of ERISA, (ii) plans described in Section 4975(e)(1) of the US Internal
Revenue Code of 1986 (the ‘‘Code’’), to which Section 4975 of the Code applies, (iii) any entities whose underlying
assets include plan assets by reason of a plan’s investment in such entities, or (iv) any other employee benefit plan
subject to any federal, state, local or other law or regulation that is substantially similar to the prohibited
transaction provisions of Section 406 of ERISA or Section 4975 of the Code. Prospective investors are also notified
that the Company believes that there is a substantial likelihood that it will be classified as a ‘‘passive foreign
investment company’’ for United States federal income tax purposes.
The Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of Shares or the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal offence in the United States.
24 November 2006

JPMorgan Cazenove and Citigroup, each of which are authorised and regulated by the Financial Services
Authority, are acting for the Company and the Existing Shareholders in relation to the Offer and are not
advising any other person or treating any other person as their customers in relation to the Offer to the matters
referred to in this Prospectus and will not be responsible to anyone other than the Company and the Existing
Shareholders for providing the protections afforded to customers of JPMorgan Cazenove and Citigroup or for
affording advice in relation to the Offer.
Apart from the responsibilities and liabilities, if any, which may be imposed by mandatory provisions of
applicable law, neither JPMorgan Cazenove nor Citigroup accepts any responsibility whatsoever for the contents
of this Prospectus or for any other statement made or purported to be made by it or either of them or on its or
their behalf in connection with the Company, the Investment Manager or the Shares. Each of JPMorgan
Cazenove and Citigroup accordingly disclaims all and any liability whether arising in tort or contract or
otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such
statement.
This Prospectus is being furnished by the Company in connection with an offering exempt from registration
under the Securities Act solely for the purposes of enabling a prospective investor to consider the purchase of
Shares. Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its
contents or use of any information herein for any purpose other than considering an investment in the Shares
offered hereby is prohibited. Each offeree of the Shares, by accepting delivery of this Prospectus, agrees to the
foregoing.
Prospective investors should not treat the contents of this Prospectus or any subsequent communications from
the Company, the Investment Manager, JPMorgan Cazenove or Citigroup or any of their respective affiliates,
officers, directors, employees or agents as advice relating to legal, taxation, investment or any other matters.
Prospective investors should inform themselves as to: (a) the legal requirements within their own countries for the
purchase, holding, transfer or other disposal of Shares; (b) any foreign exchange restrictions applicable to the
purchase, holding, transfer or other disposal of Shares which they might encounter; and (c) the income and other
tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other
disposal of Shares. Prospective investors must rely upon their own representatives, including their own legal
advisers and accountants, as to legal, tax, accounting, regulatory, investment or any other related matters
concerning the Company and an investment therein.
Statements made in this Prospectus are based on the laws and practices currently in force in Luxembourg and
England and Wales and the United States of America and are subject to changes therein.
This Prospectus should be read in its entirety before making any application for Shares. All Shareholders are
entitled to the benefit of, and are bound by and are deemed to have notice of, the provisions of this Prospectus
and the Articles of Association.
If any prospective investor is in any doubt as to the merit of investing in Shares of the Company, they should
consult their appropriately authorised independent financial advisers. Applications under the Public Offer may only be
made on the Application Form set out at the end of this Prospectus. Completed Application Forms must be posted
or during normal business hours, delivered by hand to Capita Registrars, Corporate Actions, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU, in each case so as to be received as soon as possible and in any
event by 12 December 2006. The latest time and date for applications under the Public Offer is 5.00 p.m. on 12
December 2006 and under the Placing is 3.00 p.m. on 14 December 2006. Further details of the Offer are set out in
Part III of this Prospectus.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
2

Contents
Summary ........................................................................................................................................... 4
Risk Factors...................................................................................................................................... 8
Important Information....................................................................................................................... 24
Expected Timetable........................................................................................................................... 31
Placing and Offer Statistics.............................................................................................................. 31
Directors and Advisers ...................................................................................................................... 32
Part I Information on the Company.................................................................................... 34
Part II Directors, Management & Administration................................................................ 44
Part III The Offer .................................................................................................................... 50
Part IV Background to the Continental European Real Estate Market............................... 54
Part V Property Portfolio ...................................................................................................... 57
Part VI Valuation Report........................................................................................................ 61
Part VII Historic Financial Information .................................................................................. 81
Part VIII Pro Forma Financial Information............................................................................. 99
Part IX Operating and Financial Review ............................................................................... 103
Part X Principal Bases and Assumptions .............................................................................. 119
Part XI Taxation...................................................................................................................... 121
Part XII General Information .................................................................................................. 130
Part XIII Definitions .................................................................................................................. 158
Part XIV Terms and Conditions of Application under the Public Offer ................................ 163
Application Form .............................................................................................................................. 172
3

Summary
This summary should be read as an introduction to this Prospectus and any decision to invest in the
Shares should be based on consideration of this Prospectus as a whole. This summary is not complete
and does not contain all the information that you should consider in connection with any decision
relating to the Shares. Civil liability attaches to the Company and its Directors, who are responsible for
this summary, including any translation of this summary, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim
relating to the information contained in this Prospectus is brought before a court, a claimant investor
may, under the national legislation of a European Economic Area state, have to bear the costs of
translating this Prospectus before the legal proceedings are initiated.
The Company
Invista European Real Estate Trust SICAF (the ‘‘Company’’) is a closed-ended investment company
with fixed capital (société d’investissement à capital fixe) incorporated under the form of a société
anonyme under the laws of Luxembourg and managed by Invista Real Estate Investment Management
Limited (‘‘Invista REIM’’ or the ‘‘Investment Manager’’). Invista Real Estate Investment Management
Holdings plc (‘‘Invista’’) and other companies within its group manage the real estate assets in 15
funds with an aggregate value of £8.6 billion as at 30 September 2006. This includes Insight
Foundation Property Trust Limited, its primary listed UK commercial real estate fund which is listed
on the London Stock Exchange’s main market for listed securities, with total property assets of £631
million as at 23 August 2006. Invista intends that the Company will be its primary listed Continental
European commercial real estate fund.
As at the date of this Prospectus, the Company owns, or is Committed to Acquire, properties valued
by the Independent Valuer as at 30 September 2006 at A488.3 million (A281.2 million of which are
owned, A127.4 million are anticipated and assumed, for certain purposes of the Prospectus, to be
acquired prior to Admission and A79.7 million are anticipated and assumed, for certain purposes of
the Prospectus, to be acquired post Admission). On the basis of the Assumptions, it is expected that
the Group’s gross assets at Admission, including financing under the Bank Facility would enable the
Company to reach a gross asset value of more than A700 million, assuming there is no adverse
change in the value of the Property Portfolio pending investment of such amounts in the acquisition
of further properties.
The Company aims to provide Shareholders with an attractive level of income return together with
the potential for income and capital growth through investing in commercial real estate assets in
Continental Europe. The Investment Manager believes that this market continues to offer
opportunities to acquire properties with attractive rental yields and the potential for appreciation in
value through rental growth, yield compression and active management.
The Company was established by the Invista team in June 2005 with initial funding provided by
members of the HBOS group as a vehicle for the acquisition of a portfolio of properties which would
in due course be the subject of a public offering of shares. The Offer will enable the Existing
Shareholders (being Uberior Europe Limited, (a wholly owned subsidiary of HBOS), and Chelsfield
Partners LLP) to reduce their shareholdings and will provide the Company with additional funds for
investment. On the basis that 63.0 million Shares are issued by the Company and 20.1 million Shares
are sold by the Existing Shareholders in the Offer, the Existing Shareholders will have an aggregate
shareholding in the Company of approximately 20 per cent. at Admission.
The Board believes that the Company represents an attractive investment opportunity because:
* the Continental European real estate market currently exhibits a positive difference between
property yields and financing rates;
* the Company owns a specifically selected income-producing property portfolio and has
Committed to Acquire additional income-producing properties;
* the Property Portfolio is diversified by geography, sector and tenant exposure;
* the Investment Manager has a well established track record and an experienced
Continental European Team; and
* the Investment Manager has experience of enhancing rental and capital values of property
portfolios and has identified certain asset management opportunities in the Property
Portfolio.
4

The Company and its subsidiaries (the ‘‘Group’’) are currently invested in a diversified property
portfolio comprising 10 owned commercial properties and has Committed to Acquire 10 properties
across 7 Continental European countries with an aggregate value of A488.3 million (A281.2 million of
which are owned) as at 30 September 2006, according to the valuation report in Part VI of this
Prospectus. On the basis of the Assumptions, it is anticipated that certain of those properties the
Group is Committed to Acquire with a value of A127.4 million will be acquired prior to Admission.
All of the properties in the Property Portfolio have been selected specifically for the Group by
members of the existing Invista Continental European investment team in the period since June 2005
and none of the properties have been disposed of. This team will continue to manage the Property
Portfolio after Admission. The acquisition of properties which the Group is Committed to Acquire is
subject to the availability of financing, completion of due diligence investigations and satisfaction of
closing conditions. There is no assurance that these acquisitions will be completed.
On the basis of the Assumptions (including that all properties which the Company is Committed to
Acquire before Admission are so acquired) the Net Asset Value per Share immediately following
Admission is expected to be A2.64 (179p).
On the same basis and ignoring the effect of deferred tax, the adjusted Net Asset Value per Share
immediately following Admission is expected to be A2.82 (191p).*
The following table outlines the summary historical audited opening balance sheet as at 30 September
2006, on an actual basis and as adjusted both on the basis set out in Part VIII and on the basis that
all properties the Group has Committed to Acquire, which are expected to be acquired by Admission,
have been so acquired.
A million
(actual as at
30 September
2006)
A million (2)
(as further
adjusted as at
Admission)
Property assets (1)
210.6 408.6
Net cash 4.3 127.7
Borrowings 194.3 243.7
Net Asset Value 7.8 274.2
Net deferred tax liability 11.0 19.1
Adjusted Net Asset Value (3)*
18.8 293.3
Number of Shares 0.7 103.9
Notes:
1. All properties are valued as set out in Part VI of this Prospectus save for an asset which is classified as an unconditional
commitment under IFRS which is included at its acquisition cost as disclosed in Part VII of this Prospectus.
2. This shows the summary consolidated balance sheet of the Group as at 30 September 2006 adjusted on the basis set out in Part
VIII of this Prospectus including the value of all properties acquired between 1 October 2006 and 24 November 2006 and is further
adjusted to include a property which the Group is unconditionally Committed to Acquire which are anticipated to be acquired by
Admission and the costs of, and borrowing incurred, in their acquisition.
3. The adjusted Net Asset Value is the Net Asset Value omitting the provisions for deferred tax since deferred tax would only arise on
the sale of the underlying property rather than the property owning vehicle, which is not anticipated to occur.
On the basis of the Assumptions, and in the absence of unforeseen circumstances, the Directors
currently have an initial target annualised dividend yield per Share of 6 per cent. on the Offer Price
for the financial year ending 30 September 2007 (assuming conversion at the Exchange Rate). The
Company does not intend this target to be a projection or forecast of dividends actually payable or
actual profit or cash available for distribution. The principal bases and assumptions on which this
target annualised dividend yield is based are set out in Part X of this Prospectus.
Investment objective, policy and strategy
Investment objective and policy
The investment objective of the Company is to provide Shareholders with an attractive level of
income return together with the potential for income and capital growth through investing in
commercial real estate in Continental Europe. Initially, the Company’s focus will be predominantly in
Western European countries due to the relative stability, transparency and liquidity of these markets.
* The adjusted Net Asset Value is not calculated in accordance with IFRS. It is, however, considered by the Directors to be of
assistance to prospective investors in as much as deferred tax would only become payable on a sale of the underlying properties,
which is not anticipated to occur, as opposed to the sale of companies owning properties.
5

The Group currently owns, and intends to continue to own, a diversified portfolio of commercial real
estate. Its sector focus will be office, retail, logistics and light industrial. From time to time the
Group may acquire exposure to other types of real estate, for example leisure or residential, but only
where the relevant property is a small ancillary part of a mixed use property or a mixed asset
acquisition.
Investment strategy
The Board believes that in order to maximise the stability of the Group’s income, the optimal
strategy for the Group is to be invested in a portfolio of assets which (a) is diversified by location,
sector, asset size and tenant exposure and (b) has low vacancy rates and creditworthy tenants.
The Investment Manager believes that the more established, liquid and transparent Continental
European investment markets, located in countries such as Germany, France, Spain and Belgium,
offer potential for strong investment returns.
The Investment Manager’s focus of investment is and will continue to be those sectors and markets
which it believes to be undervalued and which offer strong income returns from relatively low risk
tenants. Accordingly, the Investment Manager, on behalf of the Group, has acquired what it believes
to be high quality, well-located properties primarily in France and Germany with attractive income
yields.
The Investment Manager
Invista REIM has been appointed as the Investment Manager of the Group pursuant to the terms of
the Investment Management Agreement. The Investment Manager will be responsible for advising the
Group on the overall management of the Group’s investments and for managing the Group’s
investments in accordance with the Company’s investment objective and policy and subject to the
overall supervision of the Directors.
Invista REIM is a wholly-owned subsidiary of Invista, a company recently formed from the
extraction and listing of the property fund management business of Insight Investment Management
Limited, itself the fund management business of HBOS. Members of the Invista Group manage the
real estate assets in 15 funds with an aggregate value of £8.6 billion as at 30 September 2006.
The Property Portfolio
The properties owned by the Group have been, and the Committed to be Acquired properties are
expected to be, acquired through both individual asset and portfolio transactions.
The Property Portfolio has been constructed using a combination of ‘‘top down’’ and ‘‘bottom up’’
analysis. From a ‘‘top down’’ perspective the Investment Manager has selected the assets having
regard to the current and future expected growth potential of that sector in that particular market
and country. At a local level, from a ‘‘bottom up’’ perspective, the Investment Manager has focussed
on fundamental real estate characteristics such as location, building quality, flexibility, suitability for
the market, past and expected future rental/capital performance, lease length and tenant quality/credit
risk. Such analysis is undertaken by the Investment Manager’s in-house research team supported by
external pan-European and local research and advisory specialists including, for example, Property
Market Analysis LLP, an independent property research company.
Dividends
As at the date of this Prospectus, the Company has not paid any dividends. The Company intends
after Admission to pay dividends representing substantially all of its Net Cash Income over the
relevant period. Dividends will be declared in Euros but will be converted into Sterling on the
payment date and paid in Sterling to Shareholders.
On the basis of the Assumptions (including that all the properties which the Group is Committed to
Acquire are so acquired) and in the absence of unforeseen circumstances, the Directors currently have
an initial target annualised dividend yield per Share of 6 per cent. on the Offer Price for the financial
year ending 30 September 2007 (assuming conversion at the Exchange Rate). The Company does not
intend this target to be a projection or forecast of dividends actually payable or of actual profit or
cash available for distribution. On the basis of the Assumptions, the Directors currently expect that
the Company’s dividends will become fully covered by Net Cash Income during the financial year
ending 30 September 2008. The principal Assumptions are set out in Part X of this Prospectus.
6

Shareholders should note that the Company’s earnings will be in Euros and therefore the Sterling
equivalent dividends which are paid may fluctuate with movements in the relative values of the two
currencies.
Dividends on the Shares are expected to be paid semi-annually in May and November in respect of
each financial year with the first payment in May 2007.
There is no assurance that the Company will declare or pay dividends and, if dividends are paid,
there is no assurance with respect to the amount and timing of any such dividends or the extent to
which they will be covered by Net Cash Income. Prospective investors should refer to ‘‘Risk Factors,
including ‘‘– If actual financial data differ from those estimated on the basis of the Assumptions, the
Net Asset Value per Share and the amount, timing and coverage of dividends, if any, could be
materially adversely affected’’, ‘‘– If the Group does not complete the acquisition of the Committed
to Acquire properties, the Company’s Net Asset Value per Share and ability to meet target dividend
amounts will be adversely affected’’ and ‘‘– The Company’s ability to pay dividends to Shareholders
depends on the availability and upstream payment of Net Cash Income within the Group’’.
Borrowings
As at the date of this Prospectus, the Company had A273.1 million of outstanding indebtedness. The
Board currently intends to borrow up to an amount equal to 60 per cent. of the Group’s gross assets
calculated as at drawdown.
The Company and its Property Subsidiaries have (conditional upon Admission) entered into a termloan
Bank Facility up to 31 December 2008 for A420 million with Bank of Scotland, as the arranger,
of which A248.7 million is expected to have been drawn down under the Bank Facility as at
Admission. The rate of interest payable is EURIBOR plus 0.70 per cent rising to EURIBOR plus
1.20 per cent. at 1 September 2007.
The Company intends to obtain a more attractive form of long-term financing in the period following
Admission. The Board believes that, if it can be obtained, a securitised loan facility will carry a lower
rate of interest than the current Bank Facility. There is no assurance that the Company will be able
to obtain alternative financing or complete a refinancing transaction on terms more attractive than
the current Bank Facility, or at all.
Risk Factors
An investment in the Company involves substantial risks and uncertainties. Potential investors should
consider carefully all of the information in this Prospectus, including the section entitled ‘‘Risk
Factors’’ starting on page 8, before deciding to invest in the Company.
The Offer
83.1 million Shares are available, in aggregate, under the Offer. The Offer, which is not underwritten,
is conditional, among other things, upon Admission and the Underwriting Agreement becoming
unconditional and not being terminated in accordance with its terms at any time prior to Admission.
Pursuant to the Underwriting Agreement, JPMorgan Cazenove and Citigroup have agreed to use
reasonable endeavours to procure placees and, in the case of Citigroup, re-purchasers under the
Placing at the Offer Price for 83.1 million Shares. The Underwriting Agreement is conditional, among
other things, on Admission having occurred no later than 29 December 2006 (or such later date as
may be agreed, not being later than 12 January 2007). JPMorgan Cazenove and Citigroup have also
agreed to make an offer of 83.1 million Shares to the public pursuant to the Public Offer. Shares are
being made available under the Placing and the Public Offer at 200p per Share.
Use of proceeds
On the basis of the Assumptions, the net proceeds of the Offer are expected to be A175.5 million.
The Company intends to use this amount to repay A51.7 million of the Bank Facility and to fund the
acquisition of additional properties including those Committed to Acquire properties which have not
been acquired prior to Admission.
7

Risk Factors
Investing in the Shares involves substantial financial risk. Potential investors should consider carefully the
risk factors described below, together with all the other information set out in this Prospectus and their
own circumstances before deciding to invest in the Company. The investment offered in this Prospectus
may not be suitable for all of its recipients. An investment in the Company is only suitable for investors
who are capable of evaluating the risks and merits of such investment and who have sufficient resources
to bear any loss which might result from such investment. Should any of the following events or
circumstances occur, the Group’s business, financial condition and results of operations could be
materially adversely affected. In such circumstances, the market price of the Shares could decline and
investors could lose all or part of the value of their investment. In addition, the market price of the
Shares may be less than the underlying value of the Company’s net assets. If you are in any doubt about
the action you should take, you should consult a professional adviser who specialises in advising on the
acquisition of shares and other securities.
The paragraphs below set out the principal risks involved in an investment in the Shares, based on
information known to the Company as at the date of this Prospectus, but may not be exhaustive. If
additional risks that the Company does not currently consider to be material or of which it is not
currently aware become material or known to the Company, they may have a material adverse effect
upon the Group’s business, financial condition and results of operations.
Risks Relating to Investing in Real Estate
If the Group is unable to lease or sell properties on satisfactory terms, its return on investments and the
Company’s ability to make distributions will be materially adversely affected
The Group’s ability to generate rental and sale income will depend on its ability to lease properties
to, and manage them for, appropriate tenants on satisfactory terms, and to dispose of them on
appropriate terms. Revenue earned from, and the value of, properties held by the Group may be
adversely affected by a number of factors, including:
* vacancies that lead to reduced occupancy rates which would reduce the Group’s revenue
and its ability to recover certain operating costs such as local taxes and service charges
and would result in it incurring additional expenses until the property is re-let, including
legal and surveying fees and marketing costs;
* the Group’s ability to obtain adequate, maintenance or insurance services on commercial
terms or at all;
* the Group’s ability to collect rent and service charge payments from tenants and other
contractual payments under real estate outsourcing contracts, on a timely basis or at all;
* tenants seeking the protection of bankruptcy laws which could result in delays in receipt of
rental and other contractual payments, inability to collect such payments at all or the
termination of a tenant’s lease, all of which would reduce the Group’s income and could
hinder or delay the sale of a property at an acceptable price;
* the amount of rent and the terms on which lease renewals and new leases are agreed being
less favourable than current leases;
* a competitive rental market which may affect rental levels or occupancy levels at the
Group’s properties; and
* changes in laws and governmental regulations in relation to real estate, including those
governing permitted and planning usage, taxes and government charges. Such changes may
lead to an increase in management expenses or unforeseen capital expenditure to ensure
compliance. Rights related to particular properties may also be restricted by legislative
actions, such as revisions to existing laws or the enactment of new laws or administrative
actions, such as the adopting of a new zoning or development plan for an area in which a
property is situated.
In addition, certain properties within the Property Portfolio are located in areas designated as specific
‘‘zones’’ by the local authority which restricts the purpose for which they can be occupied. In
addition, in several cases the assignment of the lease agreements or granting of a new lease requires
the consent of the relevant local authority. The revenue that can be generated from these properties
in the future will be dependent on identifying tenants who meet these requirements.
8

The value of the Property Portfolio and the performance of the Company are subject to fluctuations in real
estate markets and economic conditions outside the Group’s control
As at the date of this Prospectus, the Company was invested in 4 countries in Continental Europe. 47
per cent. of the Market Value of the Property Portfolio is concentrated in Germany (approximately
half of which has been acquired) and 31 per cent. in France (two thirds of which has been acquired).
The value of the Property Portfolio and the Company’s ability to generate rental income will depend
on the state of the real estate market and economy in the Company’s target markets and in
particular Germany and France. Real estate market conditions in Continental Europe are influenced
by interacting factors that are not under the Group’s control, including, but not limited to:
* the supply and demand of commercial real estate;
* interest and inflation rate fluctuations;
* general economic trends such as growth of GDP, employment levels and investment;
* the availability and the creditworthiness of tenants;
* attractiveness of real estate relative to other investment choices;
* potentially adverse tax consequences;
* changes in regulatory requirements and applicable laws; and
* the stability of political conditions.
A downturn in the real estate market or economy in any of the Company’s target markets could
have a material adverse effect on the Company’s business, results of operations, assets and financial
condition.
If the Group is unable to retain current tenants on existing or better terms, the Group’s business, financial
condition and operating results may suffer a material adverse effect
Certain leases within the Property Portfolio are scheduled to expire or have break clauses within the
next three years. The Group enters into contracts with tenants with lease terms that vary according to
the local real estate market. Certain markets, for example France and Germany, where the Property
Portfolio is significantly invested, tend to have lease lengths of 10 years or less often with interim
break opportunities. Certain jurisdictions (particularly Germany) require contractual provisions of
leases to be drawn up in a certain way in order to comply with statutory form. Should a lease fail to
comply with these requirements, tenants who would otherwise be bound by a long lease may have a
right to terminate early or argue that provisions imposed on them were invalid. As is relatively
common in the German commercial property market, certain leases within the Property Portfolio do
not comply with the statutory form which could enable the tenant to claim they are not bound by
the lease. Were they to do so that would adversely affect the Group’s income unless it was able to
obtain a replacement tenant on better or equal terms. The Group must renegotiate the terms of leases
upon their expiration, which may result in financial and other terms that are less favourable to the
Group than the terms of the expired contracts. In order to persuade tenants to renew contracts, the
Group may be required to offer incentives such as substantial rent abatements, tenant improvements,
early termination rights or below-market renewal options. If the Group does not succeed in renewing
lease contracts when they expire or finding replacement tenants on the same or better terms, that
could result in a loss of revenue and additional losses while properties remain vacant.
If any of the Group’s tenants go into bankruptcy or otherwise default on their lease obligations, that
will result in an immediate loss of income. It may be difficult and costly to obtain vacant possession
of the relevant property and doing this may result in additional costs and losses for the Group.
In addition, if existing tenants do not renew their leases, the Group cannot guarantee that
replacement tenants will have credit ratings or financial stability comparable to current tenants or will
be able or agree to pay the same level of rent.
In addition, 44 per cent. of the Group’s total expected Net Annual Rent in respect of the Property
Portfolio, as detailed in the Valuation Report set out in Part VI of this Prospectus, was attributable
to the Group’s five largest tenants. The Group’s dependence on rental revenue from a few large
tenants increases its risk exposure to those tenants and the loss of, or a substantial decrease in
revenues from, any of these tenants would be likely to result in a material adverse effect on the
Group’s profitability, cash flow and ability to meet its target dividend yield.
9

If actual financial data differ from those estimated on the basis of the Assumptions, the Net Asset Value per
Share and the amount, timing and coverage of dividends, if any, could be materially adversely affected
The estimates, forecasts and projections regarding the Group, the value and composition of the
Property Portfolio, Net Cash Income, any dividends that may be or are targeted to be payable on the
Shares, the Net Asset Value per Share, or other financial data in this Prospectus, are calculated on
the basis of the Assumptions of which the principal bases and assumptions are set out in Part X of
this Prospectus. The Assumptions are based on the Investment Manager’s judgements, estimates and
beliefs in respect of the Group and the Property Portfolio. As such, they are inherently subjective and
may not accurately reflect the actual value, performance or financial condition of the Group or the
Property Portfolio. The Assumptions have not been audited or independently verified.
If any of the Assumptions, or the bases for the Assumptions, are not realised or prove to be
inaccurate, the Net Asset Value per Share, amount, timing and coverage of any dividends,
achievement of the target dividend yield or other payments able to be paid, Net Cash Income and
other financial and operating results of the Group could materially differ from those estimated or
targeted on the basis of the Assumptions. Any difference could have a material adverse effect on
investors and analysts’ perception of the Company, the market price of the Shares and the value of
an investment in the Company. All of the financial and other data in this Prospectus that are
estimated or expected on the basis of the Assumptions are provided for illustrative purposes only.
Such data does not represent, and could materially differ from, actual data or events. Prospective
investors should refer to paragraph Part X of this Prospectus entitled ‘‘Principal Bases and
Assumptions’’.
If the Group does not complete the acquisition of the Committed to Acquire properties, the Company’s Net
Asset Value per Share and ability to meet target dividend amounts will be adversely affected
The Group has entered into commitments prior to the date of this Prospectus to purchase the 10
properties Committed to be Acquired. The Independent Valuer has determined that the properties
Committed to be Acquired have a Market Value of A207.1 million (42 per cent. of the total Market
Value of the Property Portfolio) as at 30 September 2006. Of these properties, properties with a value
of A127.4 million are anticipated and assumed to be acquired prior to Admission. The Group will not
own Committed to be Acquired properties unless title is transferred in accordance with the laws of
the jurisdiction in which each property is located and the outstanding obligations to completion have
been satisfied. Accordingly, the Group will not receive any Net Asset Value uplift, rental revenue,
increased tenant stability, or diversification or other benefit from any property it is Committed to
Acquire until the transfer of title is effective.
The acquisition of the properties which the Group is Committed to Acquire is subject to the
availability of financing, completion of due diligence investigations and satisfaction of closing
conditions including, in one case, the completion of the construction of the building on the property.
If the Group has insufficient funds or the cost of capital is prohibitive, the Group may not acquire
some or all of the Committed to Acquire properties prior to Admission or at all. Further, if the
Group identifies or becomes aware of any material issues or liabilities during the course of its due
diligence, or a property vendor breaches its contractual obligations, or if the conditions to completion
are not met or waived by the date fixed for completion in a way satisfactory to the Group, the
acquisitions may not be completed by the dates set out in this Prospectus or at all.
The properties in the Property Portfolio that the Group is Committed to Acquire are presented for
illustrative purposes only. Any financial, statistical or other information regarding the Committed to
be Acquired properties and their impact on the Property Portfolio are not indicative of, and do not
purport to represent, actual valuations. The acquisition of the Committed to be Acquired properties
and the composition and valuation of the Property Portfolio are based on assumptions that may or
may not prove to be correct. Accordingly, actual valuations may vary materially from those expressed
or implied by illustrations of potential valuation of the Property Portfolio and the date of completion
of the acquisition of such properties may not take place at the time assumed in this Prospectus or at
all. This may have a material adverse effect on the revenue of the Group, its ability to pay its
targeted dividends and the Net Asset Value per Share.
If the Group does not acquire some or all of the Eurinpro logistics assets, Net Cash Income and Net Asset
Value per Share may be materially affected
A significant number of the logistics properties have or will be acquired pursuant to a share purchase
agreement entered into with Eurinpro International SA (‘‘Eurinpro’’) in respect of Committed to be
Acquired properties located in or near Amsterdam, Prague, Girona, Warsaw, Tiel and Lutterberg.
10

Under this agreement, the Group will acquire 100 per cent. of the issued share capital of the
Eurinpro property holding companies. These purchases are conditional upon the completion of the
construction of each property, the tenants taking occupancy, and receipt of a full rental payment and
satisfactory due diligence and in the case of the acquisition by Eurinpro of the relevant property.
Construction delays, cost overruns and inability to obtain governmental and regulatory permits on a
timely basis and unexpected issues arising out of due diligence may delay or prevent acquisition of
Committed to be Acquired properties.
The Committed to be Acquired properties from Eurinpro together comprise approximately 19 per
cent. of of the Market Value of the Property Portfolio and approximately 45 per cent. of Market
Value of the Committed to be Acquired properties. If for any reason Eurinpro were to be unable or
unwilling to meet its contractual obligations that could have a material adverse effect on the
Company’s prospects.
The Group is currently in a dispute with Eurinpro relating to tax liabilities of the company that
holds the property at Tiel, The Netherlands. The parties have invoked the dispute resolution
procedure. It is possible as a result of ongoing negotiations between the Group and Eurinpro that the
Tiel property may now be acquired by way of an asset purchase. If the acquisition is structured as an
asset purchase, the Group may incur a Netherlands’ transfer tax charge of approximately A1.2
million. As a result of this dispute, the acquisition may not be completed on a timely basis or at all.
The greater part of the value of the Property Portfolio is concentrated in the office and logistics sectors which
increases the Group’s exposure to weaknesses in those sectors
As at the date of this Prospectus, the Property Portfolio was 48 per cent. (43 per cent. of which is
owned) invested in the office sector and 34 per cent. (15 per cent. of which is owned) invested in
logistics properties. Accordingly, changes in local and regional economic conditions and other related
factors that materially adversely affect the demand for, and success of, logistics or office properties
could disproportionately affect the Company.
The office sector may be affected by changes in local or regional population patterns, employment
growth, labour cost and quality, access to transportation infrastructure, quality of life issues relating
to schools and cultural amenities and competition from competing properties. In addition, the income
from such properties may be adversely affected by reduced demand because, for example, the
development of similar properties close to the Group’s properties may lead to oversupply in the
relevant area, or competing property is available that is perceived by tenants and/or other users of
relevant properties as more attractive than the Group’s properties.
The logistics sector may be affected by changes in the financial strength of tenants, the design and
adaptability of the property (including clear heights, column spacing, planning restrictions, number of
bays and bay depths, divisibility and truck turning radius), the location of the property (for example
its proximity to supply sources and customers, the availability of labour and the accessibility to
distribution channels), the nature of traffic patterns and access to major thoroughfares. In addition,
the income from such properties may be adversely affected by reduced demand because, for example,
the development of similar properties close to the Group’s properties may lead to oversupply in the
relevant area, or competing property is available that is perceived by tenants and/or other users of
relevant properties as more attractive than the Group’s properties, or by a decline in a particular
retail or industry sector. For example, the general strength of retail sales directly affects warehouse
properties.
In addition, an economic decline in the businesses operated by tenants can cause one or more
significant tenants to cease operations and/or become insolvent. Retail warehouse and logistics
properties may be particularly difficult to re-let to another tenant or may become functionally
obsolete relative to newer properties. If the Group’s existing or proposed tenants cease to rent the
relevant property it may be difficult to relet such property.
Property valuation is inherently subjective and uncertain
The valuation of property and property-related assets is inherently subjective due to the individual
nature of each property and characteristics of local, regional and national real estate markets which
change over time. As a result, valuations are subject to uncertainty. Moreover, all property
valuations, including the Valuation Report in Part VI of this Prospectus, are made on the basis of
assumptions which may not prove to be accurate. As at 30 September 2006, the Independent Valuer
valued the Property Portfolio at A488.3 million (A281.2 million of which is owned); 44 per cent. (33
per cent. of owned properties) was attributable to the largest five properties by value. Incorrect
11

assumptions or flawed assessments underlying the Independent Valuer’s Valuation Report could
negatively affect the Company’s financial condition and ability to sell properties on favourable terms.
In addition, if the Company decides to acquire properties based on inaccurate valuations, the
Company’s net assets and results of operations may be materially adversely affected. There is no
assurance that the valuations of the Group’s current and prospective investments will reflect actual
sale prices even where any such sales occur shortly after the relevant valuation date or that yield and
estimated annual rental income will prove to be attainable.
Competition in the Continental European real estate market may reduce investment opportunities and affect
occupancy and rental rates of the Group’s properties
The Group operates in a highly competitive market for investment opportunities. There are few
barriers to entry into the commercial property market, other than the requirement for capital. Some
competitors and potential competitors may have significant advantages over the Company, including
greater name recognition, longer operating histories, pre-existing relationships with current or
potential tenants, significantly greater financial, marketing and other resources and more ready access
to capital which would allow them to respond more quickly to new or changing acquisition
opportunities.
The Group competes for tenants for its properties with real estate investment funds, developers,
owners and operators of commercial real estate in the logistics, offices, retail and industrial sectors
where the Group’s properties are located. Competitors may have relationships with current or
potential tenants, or properties that are newer, better located or in superior condition. If competitors
offer property at rental rates below the rates charged to the Group’s tenants or below market rates,
the Group may lose existing tenants and be unable to attract new tenants. If the Group is pressured,
as a result of competition, to reduce rental rates or to offer more substantial rent abatements, tenant
improvements, early termination rights or below-market renewal options to retain existing or attract
new tenants, the Group’s cash flow and operating results could be adversely affected.
Increases in operating and other expenses could limit the Company’s ability to pay dividends
The Group’s operating and other expenses could increase without a corresponding increase in
turnover or tenant reimbursements of operating and other costs. Factors which could increase
operating and other expenses include:
* increases in the rate of inflation and currency fluctuation;
* increases in the costs of services provided by third party providers;
* increases in taxes and other statutory charges;
* changes in laws, regulations or government or local authority policies (including those
relating to health and safety and environmental compliance) which increase the costs of
compliance with such laws, regulations or policies;
* increases in insurance premiums;
* unforeseen increases in the costs of maintaining properties; and
* unforeseen capital expenditure which may arise as a result of defects affecting the
properties which need to be rectified, failure to perform by sub-contractors or increases in
operating costs.
Such increases could have a material adverse effect on the Company’s financial position, capital
resources and ability to make its anticipated distributions or any distributions to Shareholders. There
is no assurance that the target dividend or any dividend will be paid to Shareholders.
The Group’s operations and financial results may be affected by the extent to which it is able to acquire and
integrate further acquisitions into its existing portfolio successfully
Part of the Group’s strategy is the acquisition of properties and property portfolios. The Group may
be unable to acquire desired properties due to competition from other investors in the Continental
European real estate market, or inability to generate sufficient cash from operations or to obtain
financing. The Group may also spend significant time and resources on potential acquisitions that are
not consummated, whether due to the inability to meet closing conditions, complete due diligence, or
because of higher bids from competitors. The Group may acquire properties that are not accretive to
its results upon acquisition and may not successfully manage and lease such properties. Successful
integration of such properties and property portfolios is affected by factors such as difficulties
managing acquisitions in dispersed or new markets in Continental Europe (particularly if the Group
12

expands beyond the more established, liquid and transparent markets located in countries such as
Germany, France, Spain and Belgium), the extent to which properties may need refurbishment to be
brought up to market standard, and differences in lease structures and tenant composition. Any delay
or inability to integrate new properties and property portfolios efficiently would impair the Group’s
ability to achieve economies of scale and materially adversely affect operations and future financial
performance. In addition, the Group may acquire properties without any recourse, or only limited
recourse, for liabilities, whether known or unknown, including claims from tenants, vendors and
others, indemnification claims, tax liabilities, accrued but unpaid liabilities and environmental
liabilities.
Real estate investments are relatively illiquid and may limit the ability of the Company to realise its
investments or respond quickly to changing conditions
Properties such as those in which the Group invests and intends to invest are relatively illiquid.
Return of capital and realisation of gains, if any, from an investment generally will occur upon
disposition or refinance of the underlying property. Such illiquidity may affect the Group’s ability to
vary its portfolio or dispose of or liquidate part of its portfolio, in a timely fashion and at
satisfactory prices in response to changes in economic, real estate market or other conditions or the
exercise by tenants of their contractual rights such as those which enable them to vacate properties
occupied by them prior to, or at, the expiry of the originally agreed term. If the Group were required
to dispose of or liquidate an investment on unsatisfactory terms, it may realise less than the value at
which the investment was previously recorded, which could result in a decrease in net asset value.
This could have an adverse effect on the Group’s financial condition and results of operations, with a
consequential adverse effect on the market value of the Company’s Shares or on the Company’s
ability to make its targeted distributions to its Shareholders.
The Group may incur environmental liabilities
The acquired properties and Committed to Acquire properties are and future properties of the Group
will be subject to various laws and regulations of the European Union and its member states. The
Group may be liable for the costs of removal, investigation or remediation of hazardous or toxic
substances located on or in a property owned or leased by it. In relation to three of the Group’s
properties (including one of the Committed to Acquire properties) environmental assessments have
identified potentially hazardous substances. Although the Company has been advised that no remedial
work is required at this stage, environmental assessments conducted or commissioned by the Group
are limited in scope and may not include or identify all potential environmental risks or liabilities
associated with a property. Unless required by applicable laws or regulations, the Group may not
further investigate, remedy or ameliorate liabilities disclosed in its initial environmental assessments.
Regulatory authorities may disagree with the conclusions and risk assessments of the Company’s
environmental consultants. The costs of any required removal, investigation or remediation of such
substances may be substantial. The presence of such substances, or the failure to remediate such
substances properly, may also adversely affect the Group’s ability to sell or lease the real estate or to
borrow using the real estate as security. Laws and regulations, as these may be amended over time,
may also impose liability for the release of certain materials into the air or water from a real estate
investment, including asbestos, and such release can form the basis for liability to third persons for
personal injury or other damages. Other laws and regulations relating to environmental issues can
limit the development of, and impose liability for, the disturbance of wetlands or the habitats of
threatened or endangered species. Environmental laws often impose liability regardless of whether the
owner or operator of the property knew of, or was responsible for, the presence or release of the
hazardous substances. As a result, if environmental liabilities develop or are identified in the future,
the Group may incur material costs and be unable to sell affected properties except at a loss or at
all.
The Group may incur significant costs complying with laws and regulations
The Group and the Property Portfolio are required to comply with a variety of laws and regulations
of local, regional, national and European Union authorities, including planning, zoning,
environmental, health and safety, tax and other laws and regulations. If the Group or the Property
Portfolio fail to comply with these laws and regulations, the Group may have to pay penalties or
private damage awards. In addition, changes in existing laws or regulations, or their interpretation or
enforcement, could require the Group to incur additional costs in complying with those laws, alter its
investment strategy, operations or accounting and reporting systems, leading to additional costs or
13

loss of revenue, which could materially adversery affect the Group’s business, results of operation and
financial condition.
The Group may suffer material losses in excess of or not covered by insurance proceeds
Physical damage to the Group’s properties may result in losses (including loss of rent) which may not
be compensated fully, or at all, by insurance. Certain types of losses, generally of a catastrophic
nature, such as earthquakes, floods, hurricanes, terrorism or acts of war, may be uninsurable or are
not economically insurable. Inflation, changes in building codes and ordinances, environmental
considerations, and other factors, including terrorism or acts of war, might also result in insurance
proceeds, if any, being insufficient to repair or replace a property if it is damaged or destroyed.
Under such circumstances, the insurance proceeds, if any, may be inadequate to restore the Group’s
economic position with respect to the affected real estate. Should an uninsured loss or a loss in excess
of insured limits occur, the Group could lose capital invested in the affected property as well as
anticipated future revenue from that property. In addition, the Group could be liable to repair
damage caused by uninsured risks. The Group would also remain liable for any debt or other
financial obligation related to that property. No assurance can be given that material losses in excess
of insurance proceeds will not occur in the future or that any insurance proceeds will be received at
all.
In the case of one of the properties owned by the Group, Leuven, the Group is not able to claim
against the contractor in the event of a defect in the building. The main contractor has become
bankrupt although Eurinpro has given a guarantee to the Company in relation to this property. In
the case of Marseille, the Company has issued writs of summons against various contractors involved
in the building of the property. This dispute is ongoing.
The Group may take on mismatched lease liabilities and obligations
The Group may in the future acquire lease liabilities and obligations in connection with portfolio
acquisitions. The Group’s earnings may be adversely affected to the extent that the Group is not able
to manage mismatches between its liabilities and obligations and the corresponding liabilities and
obligations of the Group’s tenants.
Indexed leases may not reflect market rental rates
Substantially, all of the leases on properties currently owned by the Group and properties that the
Group is Committed to Acquire contain indexation provisions that increase or decrease the rents paid
during the term of the lease. As a consequence, leases containing indexation have a potentially greater
scope for a disconnnect between market rents and the actual rents paid during the lease, particularly
where there has been a period of significant price increases or decreases and this may have an adverse
effect on the Group’s rental income and the value of the relevant property.
If the disaster recovery systems of the Group’s service providers, including the Investment Manager, are found
to be inadequate the Group may suffer a loss of business continuity
The Group’s service providers’ business operations, information systems and processes are vulnerable
to damage or interruption from fires, floods, chemical spillage, power loss, telecommunication failures,
bomb threats, explosions or other forms of terrorist activity and other natural, biological and manmade
disasters. These systems may also be subject to sabotage, vandalism, theft and similar
misconduct. The Group’s service providers may have disaster recovery plans and business continuity
plans. However, if the disaster recovery plans of the Group’s service providers are found to be
inadequate there could be an adverse impact on the Group’s business, prospects, financial results and/
or financial condition.
The Group may be subject to liability following the disposal of investments
The Group may dispose of investments in certain circumstances and may be required to give
representations and warranties about those investments and to pay damages to the extent that any
such representations or warranties turn out to be inaccurate. The Group may become involved in
disputes or litigation concerning such representations and warranties and may be required to make
payments to third parties as a result of such disputes or litigation. If the Group does not have cash
available to conduct such litigation or make such payments it may be required to borrow funds. Any
such payments and borrowings to finance those payments could have an adverse impact on the
Group’s ability to pay dividends. In addition, if the Group is unable to borrow funds to make such
payments, it may be forced to sell investments to obtain funds. There can be no assurance that any
such sales could be effected on satisfactory terms.
14

Development projects may suffer delays, may not be completed or may fail to achieve expected results
The Group may undertake development (including redevelopment) of property or invest in property
that requires refurbishment prior to reletting the property. The risks of development or refurbishment
include, but are not limited to:
* delays in timely completion of the project;
* cost overruns which are not borne by a third party developer;
* poor quality workmanship;
* inability to obtain governmental and regulatory permits on a timely basis or at all;
* increases in debt service expense and decreases in cash flow attributable to debt financing,
dilution due to equity financing, or inability to obtain financing at all or on favourable
terms; and
* diversion of resources and management attention from operations and acquisition
opportunities.
There is no assurance that the Group will realise anticipated returns on an investment in property
development. Failure to generate returns may materially adversely affect the Group’s revenues and
cash flow.
The Company relies on third party service providers in order to carry on its business and a failure by one or
more service providers could significantly disrupt the business of the Company
The Company has no employees and the Directors have all been appointed on a non-executive basis.
The Company is therefore reliant upon the performance of third party service providers for its
executive function. In particular, the Investment Manager, the Property Manager, the Administrator
and the Registrar and Transfer Agent will be performing services which are integral to the operation
of the Company. Failure by any service provider to carry out its obligations, or underperformance of
its obligations, to the Company in accordance with the terms of its appointment could have a
significantly detrimental impact on the operation of the Company and could affect the ability of the
Company to meet its investment objectives. Similarly the Investment Manager is reliant on third party
service providers including, without limitation, the Custodian, the Property Manager and the
Administrator and a failure by any of these service providers to fulfil their obligations, or
underperformance of their obligations, could materially affect the Investment Manager’s ability to
meet its obligations to the Group which would in turn affect the ability of the Company to meet its
investment objective. If it becomes necessary for the Company or the Investment Manager to replace
any third party service provider, the search for a suitable replacement and the transition to such
replacement service provider may take time, which could increase costs and adversely affect the
Company’s operations and performance.
Risks Relating to the Invista Group
The Company has a limited operating history and the past performance of other real estate funds managed by
the Investment Manager is not indicative of its or the Group’s future performance
The Company was formed in June 2005. Prior to its formation, the Company had no operations or
assets. Accordingly, the historic financial statements and other meaningful operating or financial data
with which prospective investors may evaluate the Company, the variability of its operating results,
and the effectiveness of its investment strategy, is limited to the financial information for the
Company’s financial period ended 30 September 2006. An investment in the Company is therefore
subject to all of the risks and uncertainties associated with any new business, including the risk that
the Company will not achieve its investment objectives, that actual financial results will differ
materially from the targets, forecasts and projections in this Prospectus and the value of an
investment in the Company could decline substantially.
Although the Company is relying on the Investment Manager’s experience, the historic performance
of other real estate funds managed by the Investment Manager are not indicative of the Company’s
future performance, as the Group’s investment objective and strategy, target markets and sectors,
tenant base, risk exposure and tax and corporate structure differ from those of such other funds. The
Company’s actual performance may differ materially from the historic results of other funds managed
by the Investment Manager.
15

The Group’s performance is dependent on the Investment Manager and its key personnel
The Group currently has no employees and is reliant on the Investment Manager. The Group’s
performance will be dependent on the Investment Manager’s success in identifying, evaluating,
advising on acquiring and disposing of investments, advising on the allocation of assets among
investments, borrowing policy and geared investment positions, advising on the managing of the
investment of proceeds of the Offer received by the Company and the use of hedging and derivative
financial instruments.
The Investment Manager has the right to resign its appointment and terminate the Investment
Management Agreement in accordance with the notice provisions described in paragraph 8.2 of Part
XII of this Prospectus. If the Investment Manager resigns its appointment, the Group is subject to
the risk that no suitable replacement of similar experience and calibre will be found in a timely
manner or at all, which may disrupt the Group’s business and operations. If the Investment Manager
were to cease to provide services to the Group, the Group’s ability to make new investments and
manage existing properties, business and future prospects would be materially adversely affected.
The Company’s ability to pay dividends to Shareholders depends on the availability and upstream payment of
Net Cash Income within the Group
The Company holds its real estate investments indirectly through intermediate and property owning
subsidiaries (‘‘Subsidiaries’’). It therefore does not directly receive Net Cash Income generated from
the properties owned by the Group and is reliant on the upstream payment of Net Cash Income or
intra-Group loan payments from the Subsidiaries.
The ability of the Subsidiaries to make upstream cash payments or loans to other Group members is
generally subject to applicable laws, the Subsidiaries’ organisational documents, the terms of financing
arrangements, accounting treatment or for other reasons. Applicable laws require the Subsidiaries to,
among other things, comply with restrictions on the amounts distributed by way of dividend, capital
and reserve maintenance principles or require them to obtain shareholder approval. Applicable laws
may also restrict the making of any distribution, loan or other payment or the timing thereof.
There is no assurance that the Group will be able to comply with any laws or requirements
regulating upstream cash distributions, loans, or payments directly or indirectly to the Company. If
the Group is unable to comply with these laws or requirements, Net Cash Income would not be
available to the Company in amounts sufficient to cover target dividends fully or at all, which would
materially adversely affect the Company’s ability to pay dividends to Shareholders at the target rate
or at all, and which in turn could affect the trading price of the Shares.
The departure or reassignment of the Investment Manager’s key personnel may negatively impact the ability of
the Company to achieve its investment objective
The Company depends on the experience, skill and business contacts of the Investment Manager’s key
personnel and the information and deal flow they generate. The Company’s future performance will
depend on the continued service of the Investment Manager’s key personnel, who are not obligated to
remain employed with the Investment Manager. The impact of the departure of a key individual from
the Investment Manager on the future ability of the Company to achieve its investment objective
cannot be determined and may depend on the ability of the Investment Manager to recruit and retain
individuals of a similar experience and calibre. There can be no guarantee that the Investment
Manager would be able to do so or that any delay in doing so would not adversely impact the
investments and performance of the Company.
The Investment Manager’s other client relationships may give rise to conflicts of interest
The Investment Manager may manage investment vehicles of other clients and engage in other
business activities that may reduce the time the Investment Manager’s team spends managing the
Group’s investments or lead to conflicts of interest. Certain investments appropriate for the Company
may also be appropriate for one or more other investment vehicles managed by the Investment
Manager and the Investment Manager may (in the circumstances in which it is permitted to do so
under the terms of the Investment Management Agreement) decide to allocate a particular investment
to another investment vehicle rather than to the Company. The Invista Group may also sponsor
other investment vehicles in the future which may also compete with the Company for investments. A
decision to manage such other investment vehicles or engage in other business activities may be
influenced by factors, including the compensation structures of such other investment vehicles, as
compared to that of the Group, and the prospects and performance of other investment vehicles.
16

The Investment Management Agreement does not prevent the Investment Manager or any other
member of the Invista Group from raising or sponsoring vehicles with similar investment policies to
the Company. The Investment Manager is not otherwise limited or restricted from engaging in any
business or managing any other vehicle that invests in real estate-related investments. Where the
Investment Manager manages vehicles with similar investment policies to the Company, it has
guidelines in place which require it to allocate transactions between its clients in accordance with
rotational principles.
The Investment Manager’s investment strategies may not achieve the Group’s investment objective
The Company’s ability to achieve its investment objective depends primarily on the Investment
Manager’s ability to identify and recommend investments that generate attractive returns. No
assurance can be given that the strategies used, or to be used, by the Investment Manager to achieve
the Group’s investment objective will be successful under all or any market conditions. The failure of
the investment strategies, the failure of the Investment Manager to exercise those strategies effectively
or identify and complete appropriate investments may reduce the Company’s income or Net Asset
Value and adversely impact the Shares. The strategies employed by the Investment Manager may be
modified and altered from time to time, so it is possible that the strategies used by the Investment
Manager to achieve the Group’s investment objective in the future may be different from those
presently expected to be used. Changes in the investment strategy may increase the risks associated
with an investment in the Shares, the volatility of investment returns and cash flow, and the
Company’s ability to make distributions at the targeted rate or at all to Shareholders.
Risks Relating to the Group’s Borrowings
The Group will borrow to fund its future growth and expects to have a relatively high level of gearing
As at Admission, the Group is expected to have A248.7 million of debt drawn down under the Bank
Facility. The Group may be required to borrow to fund investments, through the use of bank
facilities, and aims to use leverage in order to enhance returns to Shareholders. Based on current
capital requirements, the Group intends to have a level of gearing of up to 60 per cent of its gross
assets calculated as at the time of draw down. The extent of the borrowings and the terms thereof
will depend on the Group’s ability to obtain credit facilities and the lenders’ estimate of the stability
of the Group’s cash flow. Any delay in obtaining or failure to obtain suitable or adequate financing
from time to time may impair the Group’s ability to invest in suitable properties and expand the
Property Portfolio within the projected timeframe or at all, which is likely to impact negatively on the
Company’s investment performance and the return on the Shares.
The incurring of additional debt by the Group could have a significant impact by:
* affecting the Group’s ability to satisfy obligations with respect to existing debt;
* increasing the Group’s vulnerability to downturns in the real estate market and the
economy generally;
* increasing the Group’s exposure to interest rate risk;
* requiring the Group to dedicate a substantial portion of cash flow to debt service;
* limiting, through financial and restrictive covenants, the Company’s ability to pay
*
dividends or otherwise make loans within the Group, invest in properties or financial
instruments, sell assets, borrow additional funds, issue equity, engage in transactions with
affiliates;
subjecting the Group’s assets to security interests or creating liens or guarantees; and
* placing the Group at a competitive disadvantage compared to less highly leveraged
competitors.
If the Group’s capital requirements vary materially from its current plans, the Group may be required
to incur further debt. If the Group is unable to obtain further financing as needed, the Group may
be required to alter its strategic plans and reduce its investment activity.
Borrowings could adversely affect the Group’s net asset value
The Group’s current borrowings are secured against its assets. Future borrowings are generally
expected to be secured against some or all of the Group’s assets. The use of borrowings or other
leverage may increase the volatility of returns of the Company, including the risk of total loss of the
amount invested. If income and capital appreciation on investments made with leveraged funds are
17

less than the costs of the leverage, the net income of the Group and the Net Asset Value of the
Shares will decline. The effect of the use of borrowings is to increase investment exposure; in a
market that moves adversely, the possible resulting loss of invested capital would be greater than if
leverage were not used.
Borrowings could adversely affect the level of the Company’s dividends
The Group’s borrowings could also give rise to increased debt issuance and servicing costs. As a
result, the Company’s cash available for distribution to holders of the Shares may be reduced to the
extent that changes in economic conditions, increases in interest rates and/or levels of amortisation
imposed by its lenders cause the Group’s cost of borrowing to increase relative to the income that
can be derived from its portfolio of properties.
Failure to satisfy obligations under any current or future financing arrangements could give rise to default risk
and require the Company to re-finance its borrowings
The use of borrowings presents the risk that the Group may be unable to service interest payments
and principal repayments or comply with other requirements of its facility agreements. Under the
Company’s current financing arrangements, the Company is at risk of default upon the occurrence of
certain events, which could result in borrowings becoming immediately due and repayable in whole or
in part, together with any connected cost. The Group might be forced to sell some of its assets to
meet such obligations. Borrowings may not be able to be refinanced or the terms of such refinancing
may be less favourable than the existing terms of borrowing. For example, a decline in the value of a
property owned by the Group or tenant default may result in a breach of the loan to value and/or
the debt service cover ratios specified in the Group’s banking arrangements, thereby causing an event
of default. In such a case, the lenders could enforce their security and take possession of the
underlying properties. Any cross-default provisions could magnify the effect of an individual default
and if such a provision were exercised, this could result in a substantial loss for the Group. Adverse
changes to the Market Values of the property portfolios of the Group could cause the amount of
refinancing proceeds to be insufficient to fully repay its existing debt upon maturity and the Group
may be unable to fund payment of such shortfall. Any failure to satisfy debt obligations could result
in a default under the terms of current and future financing arrangements, thereby having a
materially adverse effect upon the Group’s financial condition.
The Company will be required to re-finance its borrowings from time to time and may in the future
enter into a form of securitisation arrangement or another form of long term financing. The terms of
any such financing could reduce the long-term flexibility of the Company’s operating procedures. A
number of factors (including changes in interest rates, conditions in the banking market and general
economic conditions which are beyond the Company’s control) may make it difficult or impossible
for the Company to obtain such new finance on attractive terms or at all. If the Company’s
borrowings become more expensive, relative to the income it receives from its investments, or any
assumed refinancing does not occur, then the Company’s profits and its ability to pay the targeted
dividend will be adversely affected. Adverse changes to the Market Values of the property portfolios
of the Group could also cause the amount of refinancing proceeds to be insufficient to fully repay its
existing debt upon maturity and the Group may be unable to fund payment of such shortfall. If the
Company is not able to obtain new finance at all then it may suffer a substantial loss as a result of
having to dispose of the investments which cannot be re-financed.
Termination of the Investment Management Agreement may have adverse consequences under the Group’s
borrowing arrangements
Some of the Group’s future borrowing facilities from time to time may contain covenants that allow
for termination of the relevant facility should the Investment Manager cease to be the Investment
Manager of the Group. In that case, the Group’s ability to remove the Investment Manager may
effectively be impeded if to do so would cause the Group to lose all or some of its debt financing.
To the extent that the Group decides in the future to restructure its borrowing facilities, (including by
way of securitisation), any new arrangements may impact on the Company’s existing operating
arrangements and limit the Company’s ability to make investments and engage in activities that it
believes to be in its and the Shareholders’ interests.
18

Risks Relating to the Shares
The market price of the Shares may fluctuate widely in response to different factors, thereby increasing the
volatility of an investment in the Company and the risk that investors may lose all or part of the value of their
investment
The market price of the Shares may not wholly reflect the value of the underlying investments of the
Company, and may also be subject to wide fluctuations in response to many factors (some of which
are beyond the Company’s control), including changes in the financial performance and prospects of
the Group or other funds in the Continental European real estate market, changes in the underlying
values of the Group’s investments, the termination of the services of the Investment Manager or key
members of the Investment Manager’s team, divergence in financial results from stock market
expectations, changes in or failure to meet or exceed earnings estimates by analysts, a perception that
other market sectors may have higher growth prospects, general economic conditions, the loss of or
failure to obtain debt financing, the failure to acquire additional assets, legislative changes in the
Company’s sector and other events and factors outside the Company’s control. The market price of a
Share may vary considerably from its underlying Net Asset Value.
In addition, stock markets have from time to time experienced extreme price and volume volatility
which, in addition to general economic and political conditions, could adversely affect the market
price for the Shares. The Shares may not be suitable for short-term investment. Admission should not
be taken as implying that there will be a liquid market for the Shares. Prior to Admission, there has
been no public market for the Shares and there is no guarantee that an active market will develop or
be sustained after Admission. If an active trading market is not developed or maintained, the liquidity
and trading price of the Shares could be adversely affected. Even if an active trading market
develops, the market price for the Shares may fall below the Offer Price. The value of Shares may go
down as well as up.
Shareholders will bear the costs of the Offer
On the basis of the Assumptions, after giving effect to the costs of the Offer to be borne by
Shareholders the Net Asset Value per Share will be 21p less than the Offer Price of 200p.
Restrictions on the payment of dividends may negatively affect the value of an investment in the Company
Shareholders should note that payment of any initial dividend and the achievement of any future
dividend increases will be proposed or, as the case may be, decided by the Board after taking into
account many factors, including the Company’s and the Group’s ability to buy and sell properties,
operating results, financial condition, current and anticipated cash needs, the successful management
of the Group’s existing properties, the yields on properties, interest costs, performance on contracts
and profits on sale of properties, legal and regulatory restrictions and such other factors as the
Directors may deem relevant from time to time. The Company’s ability to pay dividends may be
restricted as a matter of applicable law or regulation or other factors, including to the extent that
proposed dividends are not covered by income in the relevant period from underlying investments.
There is no guarantee that the Company’s current dividend policy will be maintained, that any
dividends will be paid in the targeted amounts or at all or that dividend growth will be achieved.
Any failure to pay dividends or achieve dividend growth could have a material adverse effect on the
market price of the Shares and the value of an investment in the Company.
The existence of a liquid market in the Shares cannot be guaranteed.
There can be no guarantee that a liquid market in the Shares will develop or that the Shares will
trade at prices close to their underlying Net Asset Value per Share. Accordingly, Shareholders may be
unable to realise their investment at Net Asset Value per Share or at all.
The Offer constitutes the initial public offering of the Shares and no public market for the Shares
currently exists. The Company has applied for Admission and it is expected that the Admission will
become effective and that dealings in the Shares will commence on 20 December 2006. Any delay in
the commencement of trading of the Shares on the London Stock Exchange would decrease the
liquidity of the market for the Shares, making trading in the Shares more difficult for Shareholders.
In addition it is not possible to predict the extent to which an active market for the Shares will
develop or be sustained after the Shares are listed on the London Stock Exchange. There may be a
limited number of holders of Shares. Limited numbers and/or holders of Shares may mean that there
is limited liquidity in such Shares which may affect (i) an investor’s ability to realise some or all of
his investment and/or (ii) the price at which such investor can effect such realisation and/or (iii) the
price at which Shares trade in the secondary market.
19

Future Share issues could dilute the interests of existing investors and lower the price of the Shares
Following the Offer, the Company is expected to have approximately 730 million Shares authorised
but unissued. In order to raise equity financing to fund future investments and acquisitions, the
Company anticipates issuing additional Shares in subsequent public offerings or private placements.
In the case of further issues of Shares by the Board up to the total authorised capital, any such
Shares will not be issued on a pre-emptive basis pro rata to the number of Shares they already hold
unless the Shares are issued for cash at a price of less than their prevailing Net Asset Value.
Therefore, it may not be possible for existing investors to participate in such future share issues,
which may dilute the existing investors’ interests in the Company. In addition, the issue of additional
Shares by the Company, or the possibility of such issue, may cause the market price of Shares to
decline.
Exchange rate fluctuations between Euros and Sterling may reduce the value of the Shares and dividends
declared on the Shares, and any hedging or derivative transactions may not limit risk exposure fully or at all
Although the Share price will be quoted in Sterling following Admission, the Group will transact and
report its financial results in Euros. In addition, the amount of any dividends declared on the Shares
will be determined based on Euro-denominated results of operations. The Company will declare its
dividends in Euros and the amount received by Shareholders will be an amount in Sterling, converted
from the Euro dividend amount at the current spot exchange rate at or before the time of payment.
As a consequence, Shareholders will experience fluctuations in the market price of their Shares as a
result of, inter alia, movements in the exchange rate between Sterling and Euro. Any movements in
the exchange rate between Sterling and Euro prior to Admission will impact on the amount of funds
available for investment. Movements in the exchange rate may be influenced by factors such as trade
imbalances, levels of short-term interest rates, differences in relative values of similar assets in
different currencies, long-term opportunities for investment and capital appreciation and political
developments.
Although the Group’s current borrowings are denominated in Euros, in the future the Group may
borrow in currencies other than the Euro, for example in order to purchase assets in countries such
as Switzerland and may therefore hedge the relevant currency risk. The effectiveness of any derivative
instruments that the Group may use for hedging purposes, including forward contracts, options,
swaps or other forms of derivative instruments, will depend generally on the Group’s ability to
predict market changes correctly. As a result, unanticipated market changes may result in poorer
overall investment performance than if the hedging or derivative transaction had not been executed.
In addition, the degree of correlation between price movements of the instruments used in hedging
activities and price movements in a position being hedged may vary. An imperfect correlation could
prevent the Group from limiting its risk exposure and create new risks of loss.
Exposure to currency fluctuations
Foreign exchange risk arises from the possibility that fluctuations in foreign exchange rates will affect
the value of the Company’s assets and the market price of the Shares. Historically, all of the Group’s
investments have been made in Euro and the Company’s financial results are reported in Euro. If the
Group completes the acquisition of Committed to be Acquired logistics properties in Warsaw and
Prague, the Group may be exposed to foreign exchange risk to the extent that taxes will be payable
in the zloty and koruna respectively and rental income from Warsaw will be received in the zloty.
Neither Poland nor the Czech Republic are members of the Exchange Rate Mechanism II of the
European Central Bank and their currencies are therefore not linked to the Euro. Similarly the Group
may be subject to other foreign exchange risk if it acquires properties in other countries that do not
have the Euro as their currency such as Switzerland.
The Company is therefore subject to and may in the future become more subject to currency
fluctuations on translating revenues and costs from non Euro currencies such as the zloty and koruna
into Euros which, given the anticipated growth of this business, could have a material adverse effect
on the Company’s business, prospects, financial results and/or financial condition.
The Company does not intend to create a public market in the United States which will impair US
Shareholders’ ability to transfer the Shares.
The Shares have not been registered in the United States under the Securities Act or under other
applicable securities laws and are subject to restrictions on transfer contained in such laws. They may
not be resold in the United States except pursuant to an exemption from or in a transaction not
subject to the registration requirements of the Securities Act and applicable state securities laws.
20

The Shares constitute ‘‘restricted securities’’, as defined in Rule 144(a)(3) under the Securities Act,
and, accordingly, are not freely tradable in the United States. The Company does not intend to list
the Shares on an established securities exchange, have them quoted on an automated inter-dealer
quotation system or otherwise create a public market in the United States for resale of the Shares.
Theses restrictions will make it more difficult to resell the Shares and could have an adverse impact
on their market value. Prospective investors should refer to paragraph 14 of Part XII of this
document entitled ‘‘United States Transfer Restrictions’’.
Risks Relating to the Group’s Structure
Changes in tax laws or their interpretation could affect the Company’s financial condition or prospects and the
level of dividends that the Company is able to pay
The nature and amount of tax which members of the Group expect to pay and the reliefs expected to
be available to any member of the Group are each dependent upon a number of assumptions, any
one of which may change and which would therefore affect the nature and amount of tax payable
and reliefs available. In particular, the nature and amount of tax payable is dependent on the
availability of relief under tax treaties in a number of jurisdictions and is subject to changes to the
tax laws or practice in Luxembourg or any other tax jurisdiction affecting any member of the Group.
Any limitation in the availability of relief under these treaties, any change in the terms of any such
treaty or any changes in tax law, interpretation or practice could increase the amount of tax payable
by members of the Group, could affect the value of the investments held by the Company or affect
the Company’s ability to achieve its investment objective and alter the post-tax returns to
Shareholders. The level of dividends the Company is able to pay would also be likely to be adversely
affected.
The Company invests in various jurisdictions through subsidiaries, not all of which are tax resident in
the same jurisdiction as the investments. It is intended that neither the Company nor any member of
its Group should have any permanent establishment outside the country in which it is tax resident. If
any member of the Group were treated as having a permanent establishment, or as otherwise having
a taxable presence, in any other country income attributable to or effectively connected with such
permanent establishment or taxable presence may be subject to tax in that other jurisdiction.
Changes to the tax residency of the Company and other members of the Group or changes to the treatment of
intra-group arrangements could adversely affect the Company’s financial and operating results
In order to maintain its non-UK tax resident status, each member of the Group and the Company is
required to be controlled and managed outside the United Kingdom. The composition of each Group
company’s board, the place of residence of the board’s individual members and the location(s) in
which the board makes decisions will be important in determining and maintaining the non-UK tax
residence status of that company. Although each company is established outside the UK and a
majority of the Directors live outside the United Kingdom, continued attention must be given to
ensure that major decisions are not made in the United Kingdom or the relevant company may lose
its non-UK tax resident status. As such, management errors could potentially lead to a company
being considered a UK tax resident, which would negatively affect its financial and operating results.
There is a risk that amounts paid or received under intra group arrangements in the past and/or the
future could be deemed for tax purposes to be lower or higher, as the case may be, or fail to be
disregarded for the purposes of calculating tax which may increase the Group’s taxable income or
decrease the amount of relief available to the Group with a consequential negative effect on its
financial and operating results.
The Company will be a controlled foreign company for UK tax purposes
The Company will be a controlled foreign company for the purposes of UK taxation. Accordingly,
any UK tax resident company which, either alone or together with any company or companies
connected or associated with it, has a 25 per cent. or more interest in the Company, could be subject
to UK tax on a deemed apportionment of the Company’s profits.
A charge to tax could arise under section 13 of the UK Taxation of Chargeable Gains Act 1992
In certain circumstances, a portion of any capital gains realised by the Company and not distributed
in the same accounting period could be attributed to Shareholders who hold, alone or together with
associates, more than 10 per cent. of the Shares.
21

The holding company structure for the Group’s real estate interests means that the tax basis cost of certain of
the Group’s properties will be lower than their acquisition cost, which may have an adverse effect on the value
realised upon disposal of those properties
Some of the Group’s real estate was acquired in the form of property holding companies acquired
from the sellers of the properties. If the Group were to dispose of the direct real estate interests held
by those companies, rather than the companies themselves, the tax basis cost for calculation of the
capital gains generated on disposal of the real estate may well be lower than the price paid by the
Group for the property holding company, therefore increasing the capital gains tax liability for the
Group on the disposal. The estimated net deferred tax on the parts of the Property Portfolio acquired
by the Group as at 30 September 2006 is considered to be approximately A11.0 million, and on the
basis of the Assumptions as at Admission would be A19.0 million. There may be situations where, in
order to dispose of a property, the Group is required to sell the underlying real estate rather than the
holding company, thereby increasing its capital gains tax exposure.
A charge to French tax could arise (1) on the Group and Shareholders if the French tax authorities depart
from generally accepted practice; or (2) on certain members of the Group if they fail to comply with certain
filing requirements
The Company has been advised that, as a vehicle listed on the London Stock Exchange’s main
market for listed securities and provided that it has a large number of Shareholders, the Company
and its Shareholders should be exempt from the charge to French tax (the ‘‘3% Tax’’) which might
otherwise arise under Article 990 D of the French Tax Code in respect of the investments in French
real estate. This view is based on the Company’s advisors’ understanding of current French tax law
and practice. If the French authorities were to change their practice in this area or if the Company
were to lose its listing or if only a small number of investors were to take up Shares in the Offer, the
Group and the Shareholders could be liable to pay an annual charge to tax at 3 per cent. of the
Market Value of any French real estate held at 1st January each year.
The exemption from the charge to the 3% Tax does not apply to other members of the Group simply
as a result of the listing of the Company. Any company holding the French real estate (each a
‘‘French PropCo’’) and companies in the chain of ownership above that French PropCo must comply
with certain filing requirements in order to avoid the charge to the 3% Tax. Therefore an
administrative error resulting in failure by one of these companies or its agents to meet such filing
requirements by the due date could result in these companies being liable to the 3% Tax.
The imposition of a charge to the 3% Tax as a result of either of the above two risks materialising
could impair the Company’s ability to pay dividends at the targeted rate.
There is a significant likelihood that the Company will be treated as a passive foreign investment company
Prospective investors who are United States taxpayers should be aware that there is a significant
likelihood that the Company will be classified as a passive foreign investment company (a ‘‘PFIC’’)
for US federal income tax purposes. If the Company is treated as a PFIC, any gains recognised by a
US Holder (as defined in the ‘‘Taxation – United States’’ section of Part XI of this Prospectus) upon
a sale or other disposition of Shares generally will be treated as ordinary income (rather than capital
gain), and any resulting US federal income tax may be increased by an interest charge. Rules similar
to those applicable to dispositions generally will apply to certain excess distributions in respect of a
Share. A US Holder generally may take steps to avoid certain of these unfavourable United States
federal income tax consequences. The Company does not expect to make available to US Holders the
annual statement currently required by the Internal Revenue Service to be used by US Holders for
purposes of complying with the reporting requirements applicable to US Holders making a qualified
electing fund election. Therefore, the US Holders should assume that a qualified electing fund election
will not be available. Prospective investors should refer to ‘‘Taxation – United States’’ section in Part
XI of this Prospectus and should consult with their legal advisers before investing in the Shares.
The assets of the Company could be deemed ‘‘Plan assets’’ that are subject to the requirements of ERISA or
Section 4975 of the Code
Unless an exception applies, if 25 per cent. or more of the Shares (calculated in accordance with 29
C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA) or any other class or equity interest in
the Company are owned, directly or indirectly, by ‘‘benefit plan investors’’ (as defined in 29 C.F.R. §
2510.3-101, as modified by Section 3(42) of ERISA), assets of the Company could be deemed to be
‘‘plan assets’’ subject to the constraints of ERISA and there could be adverse consequences for the
Company. Accordingly, the transfer restrictions described in ‘‘United States Transfer Restrictions’’
22

prohibit benefit plan investors, and other employee benefit plans subject to any federal, state, local or
other law or regulation that is substantially similar to the prohibited transaction provisions of Section
406 of ERISA or Section 4975 of the Code from acquiring Shares. Prospective investors should refer
to ‘‘Certain ERISA Considerations’’ and ‘‘United States Transfer Restrictions’’ in Parts XI and XII
respectively of this Prospectus and should consult with their legal advisers before investing in Shares.
23

Important Information
Investment in the Company will involve certain risks and special considerations. Investors should be able
and willing to withstand the loss of their entire investment. The investments of the Company are subject
to normal market fluctuations and the risks inherent in all investments and there can be no assurance
that an investment will retain its value or that appreciation will occur. The price of Shares and the
income from such Shares can go down as well as up and the investors may not realise the value of their
initial investment.
No broker, dealer or other person has been authorised by the Company or the Existing Shareholders
to issue any advertisement or to give any information or to make any representations in connection
with the offering or sale of Shares other than those contained in this Prospectus and, if issued, given
or made, such advertisement, information or representation must not be relied upon as having been
authorised by the Company.
Restrictions on sales
This Prospectus does not constitute, and may not be used for the purposes of, an offer, solicitation
or an invitation to subscribe for any Shares to any person in any jurisdiction (i) in which such offer
or invitation is not authorised; or (ii) in which the person making such an offer or invitation is not
qualified to do so; or (iii) to any person to whom it is unlawful to make such an offer or invitation.
The distribution of this Prospectus and the offering of the Shares in certain jurisdictions may be
restricted. Accordingly, persons into whose possession this Prospectus comes are required by the
Company, JPMorgan Cazenove and Citigroup to inform themselves about and to observe any
restrictions as to the offer or sale of Shares and the distribution of this Prospectus under the laws
and regulations of any territory in connection with any applications for Shares, including obtaining
any requisite governmental or other consent and observing any other formality prescribed in such
territory. No action has been taken or will be taken in any jurisdiction by the Company, the
Investment Manager, JPMorgan Cazenove, Citigroup or the Administrator that would permit a public
offering of the Shares in any jurisdiction other than Luxembourg or the United Kingdom where
action for that purpose is required, nor has any such action been taken with respect to the possession
or distribution of this Prospectus in any jurisdiction where action for that purposes is required other
than in Luxembourg or the United Kingdom.
The minimum aggregate amount which an investor will be entitled to subscribe under the Public
Offer is £2,000.
The Shares are subject to certain restrictions on transfer, and may not be reoffered, resold,
transferred, assigned, pledged or otherwise disposed of except as permitted by the Articles and as
provided in this Prospectus.
European Economic Area
In relation to each Member State that has implemented the Prospectus Directive (each, a ‘‘Relevant
Member State’’), with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’), an offer of Shares
may not be made to the public in that Member State prior to notification of this Prospectus by the
CSSF to the competent authority in that Relevant Member State, all in accordance with the
Prospectus Directive. The Shares may be offered and this Prospectus may be distributed to the public
in Luxembourg and in the United Kingdom. In addition, with effect from and including the Relevant
Implementation Date, the Shares may be offered to the public in any other Relevant Member State
at any time under the following exemptions under the Prospectus Directive, if they have been
implemented in that Relevant Member State:
* to qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive
(‘‘Qualified Investors’’); or
* by the Joint Global Co-ordinators, the Investment Manager or the Company, to fewer
than 100 natural or legal persons per member State, other than Qualified Investors; or
* in any other circumstances that do not require the publication of a Prospectus pursuant to
article 3 of the Prospectus Directive,
provided that no such offer of Shares results in a requirement for the publication by the Company,
the Joint Global Co-ordinators or the Investment Manager of a prospectus pursuant to article 3 of
the Prospectus Directive.
24

Prospective investors should however note that national measures implementing the Prospectus
Directive and the application of the Prospectus Directive to the Company and the consequential
implications in offering Shares may vary in different Member States and should consequently also
note any additional or alternative restrictions which may be of application in the Relevant Member
State.
For the purpose of this provision, the expression an ‘‘offer to the public’’ in any Relevant Member
State means the communication in any form and by any means of sufficient information on the terms
of the offer and the securities to be offered so as to enable an investor to decide to purchase or
subscribe the securities, as the expression may be varied in that member State by any measure
implementing the Prospectus Directive in that Member State.
In the case of any Shares being offered to a financial intermediary as that term is used in Article 3(2)
of the Prospectus Directive, other than in the UK or Luxembourg, such financial intermediary will
also be deemed to have represented, warranted and agreed to and with each of JPMorgan Cazenove,
Citigroup and the Company that: (i) the Shares acquired by it have not been acquired on behalf of,
nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member
State other than qualified investors, or in circumstances in which the prior consent of JPMorgan
Cazenove and Citigroup has been obtained to each such proposed offer or resale, or (ii) where Shares
have been acquired by it on behalf of persons in any Relevant Member State other than qualified
investors, the offer of those Shares to it is not treated under the Prospectus Directive as having been
made to such persons. The Company and the Joint Global Co-ordinators and each of their respective
affiliates, and others will rely upon the truth and accuracy of the foregoing representation, warranty
and agreement. Notwithstanding the above, a person who is not a qualified investor and who has
notified JPMorgan Cazenove and Citigroup of such fact in writing may, with the consent of
JPMorgan Cazenove and Citigroup, be permitted to subscribe for or purchase Shares.
France
The Shares have not been offered or sold and will not be offered or sold, directly or indirectly, by
way of a public offering in France (appel public à l’épargne, as defined in Articles L. 411-1, L. 411-2,
D. 411-1 and D. 411-2 of the Code Monétaire et Financier). The Shares may only be subscribed for
or held by qualified investors (investisseurs qualifiés), as defined by Articles L. 411-1, L. 411-2 and
D. 411-1 of the Code Monétaire et Financier, acting for their own account, or non-French residents.
This Prospectus is furnished to potential Shareholders in France solely for their information and may
not be reproduced or redistributed to any other person. It is strictly confidential and is solely destined
for persons or institutions to which it was initially supplied. This Prospectus does not constitute an
offer or invitation to subscribe for or to purchase any securities and neither this Prospectus nor
anything herein shall form the basis of any contract or commitment whatsoever.
This Prospectus or any other material relating to the Shares may not be distributed to the public in
France or used in connection with any offer or subscription or sale of securities in France other than
in accordance with Articles L. 411-1, L. 411-2, D. 411-1 and D. 411-2 of the Code Monétaire et
Financier. This Prospectus has not been submitted to the ‘‘Autorité des Marchés Financiers’’ for
approval and does not constitute an offer for sale or subscription of securities.
Any contact with potential Shareholders in France does not and will not constitute financial or
banking solicitation (démarchage bancaire ou financier) as defined in Articles L. 341-1 et seq. of the
Code Monétaire et Financier.
Germany
The Shares which are the subject of this Prospectus are neither registered for public distribution with
the BaFin according to the German Investment Act nor listed on a German exchange. No sales
Prospectus pursuant to the German Securities Prospectus Act has been filed with BaFin.
Consequently, the Shares must not be distributed within Germany by way of a public offer, public
advertisement or in any similar manner, and this Prospectus and any other document relating to the
Shares, as well as information or statements contained therein, may not be supplied to the public in
Germany or used in connection with any offer for subscription of the Shares to the public in
Germany or any other means of public marketing.
Any resale of the Shares in the Federal Republic of Germany may only be made in accordance with
the German Securities Prospectus Act and any other laws applicable in the Federal Republic of
Germany governing the sale and offering of shares. No view on taxation is expressed. Prospective
25

investors in Germany are urged to consult their own tax advisers as to the tax consequences that may
arise from an investment in the Shares.
Denmark
This Prospectus does not constitute a prospectus under Danish law or regulation and has not been
filed with or approved by the Danish Financial Supervisory Authority or any other Danish regulatory
authority as this Prospectus has not been prepared in the context of a public offering of securities in
Denmark within the meaning of the Danish Securities Trading Act or any Executive Orders issued in
connection thereto. The Shares have not been offered or sold and will not be offered, sold or
delivered directly or indirectly in Denmark by way of a public offering, except to (i) qualified
investors as defined in Section 2 of the Executive Order No. 306 of 28 April 2005 on Prospectuses for
Securities Admitted for Listing or Trade on a Regulated Market, and on the First Public Offer of
Securities exceeding A2,500,000 and/or to (ii) less than 100 individuals or legal entities, who are not
qualified investors, cf. Section 2 of the Executive Order No. 306 of 28 April 2005 on Prospectuses for
Securities Admitted for Listing or Trade on a Regulated Market, and on the First Public Offer of
Securities exceeding A2,500,000 and/or to (iii) investors, who acquire securities for a purchase price of
at least A50,000 per investor for each single offer of securities and/or (iv) the offer of the securities is
subject to a minimum denomination equivalent to at least A50,000 per security or otherwise in
circumstances which will not result in the offer of the Shares being subject to the Danish Prospectus
requirements of preparing and filing a prospectus pursuant to Chapter 6 or 12 of the Danish
Securities Trading Act No. 843 of 7 September 2005, Executive Order No. 306 of 28 April 2005 on
Prospectuses for Securities Admitted for Listing or Trade on a Regulated Market, and on the First
Public Offer of Securities exceeding A2,500,000 and Executive Order No. 307 of 28 April 2005 on
Prospectuses for the First Public Offer of Certain Securities between A100,000 and A2,500,000.
Norway
This Prospectus has not been produced in accordance with the prospectus requirements laid down in
the Norwegian Securities Trading Act 1997 nor in accordance with the prospectus requirements laid
down in the Norwegian Securities Fund Act 1981, as amended. This Prospectus has not been
approved or disapproved by, or registered with, either the Oslo stock Exchange or the Norwegian
Registry of Business Enterprise.
This Prospectus is only and exclusively addressed to the addressees and can not be distributed,
offered or presented, either directly of indirectly to other persons or entities domiciled in Norway.
The Netherlands
Pursuant to the Dutch Act on the Supervision of Collective Investment Schemes (‘‘Wet toezicht
beleggingsinstellingen’’/‘‘Wtb’’) it is prohibited to solicit or obtain, in or from the Netherlands, moneys
or other goods in exchange for units in a collective investment company, or to offer shares in such
company if the company has not been granted a licence. The Exemption Regulation pursuant to the
Wtb (‘‘Vrijstellingsregeling Wtb’’) provides for exemptions from the obligation of an investment
company to be in the possession of a licence. In order to fall within the scope of one of the
exemptions provided in the Vrijstellingsregeling Wtb the Company must represent that either;
* the offer of the Shares is directed (either directly or indirectly) only at natural persons or
legal entities that trade or invest in investment products in a professional or commercial
capacity; or
* the offer of the Shares is directed (either directly or indirectly) at fewer than 100 natural
persons or legal entities per EU member state; or
* the denominations of the Shares are at least A50,000; or
* the total consideration for the Shares is at least A50,000 per investor.
Spain
This Prospectus is being distributed in Spain only to qualified investors, as defined in the Spanish
Securities Market Law 24/1988, of July 28 1988, as amended and restated from time to time, (the
‘‘Securities Market Law’’) and in the Royal Decree 1310/2005 of November 4 2005 that implements
part of the Securities Market Law. This Prospectus is neither approved by nor registered in the
administrative registries of the Spanish Comisión Nacional del Mercado de Valores. The Shares may
not be offered or sold in Spain or targeted to Spanish resident investors save in compliance with the
26

equirements of the Spanish Securities Market Law, as amended and restated from time to time, and
decrees, regulations and any further subsequent legislation issued thereunder.
Switzerland
The Shares may be offered in Switzerland only on the basis of a private placement and will not be
offered or sold, directly or indirectly, to the public in Switzerland. This Prospectus therefore does not
constitute a public offering prospectus as that term is understood pursuant to article 652a or article
1156 of the Swiss Federal Code of Obligations. The Company has not applied for a listing of the
Shares offered pursuant to this Prospectus on the SWX Swiss Exchange or on any other regulated
securities market in Switzerland and, consequently, the information presented in this Prospectus does
not necessarily comply with the information standards set out in the relevant listing rules. The Shares
being offered pursuant to this Prospectus have not been registered with the Swiss Federal Banking
Commission under the Swiss Investment Fund Act of March 18, 1994, and the investor protection
afforded by the Swiss Investment Fund Act does not extend to acquirers of the Shares.
Notice to Prospective Investors in Australia
This document is not a disclosure document under Chapter 6D of the Corporations Act 2001 (Cth)
(the ‘‘Australian Corporations Act’’), has not been lodged with the Australian Securities and
Investments Commission and does not purport to include the information required of a disclosure
document under the Australian Corporations Act.
In Australia, the Shares may only be offered to persons to whom it is lawful to offer Shares without
disclosure to investors under Chapter 6D of the Australian Corporations Act under one or more
exemptions set out in Schedule 708 of the Australian Corporations Act.
By accepting the offer to invest in Shares:
* the investor represents that it is such a person that is subject to exemptions set out in
Section 708 of the Australian Corporations Act; and
* the investor provides a bona fide warranty that it had no intention at the time of purchase
from the Company pursuant to this document to dispose of the Shares in Australia for at
least 12 months.
Japan
The Shares have not been and will not be registered under the Securities and Exchange Law of
Japan, as amended (the ‘‘Securities and Exchange Law’’). The Shares may not be offered or sold,
directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which means any
person resident in Japan or any corporation or other entity organised under the law of Japan), or to
others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident
of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in
compliance with, the Securities and Exchange Law, the Law concerning Investment Trust and
Investment Company of Japan, as amended, and other applicable laws, regulations and governmental
guidelines in Japan.
Republic of Ireland, South Africa and Canada
This Prospectus does not constitute an offer to sell, or the solicitation in any jurisdiction of an offer
to subscribe for or buy, Shares to any person to whom or in which such offer or solicitation is
unlawful and, in particular, is not, save in certain limited circumstances pursuant to applicable private
placement exemptions, for distribution in or into the Republic of Ireland, South Africa or Canada.
The Shares have not been and will not be registered or qualified for distribution under the applicable
securities laws of Canada. Subject to certain exceptions, the Shares may not be offered or sold in
Canada or to, or for the account or benefit of, any national, resident or citizen of Canada.
Notice to prospective investors in the United States
The Shares have not been and will not be registered under the Securities Act or any other applicable
securities laws of the United States. The Shares are being offered and sold outside the United States
in reliance on Regulation S under the Securities Act. The Shares may not be offered and sold in the
United States except to QIBs in reliance on Rule 144A or another exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and in compliance with
any applicable state securities laws. Any offer and sale of Shares in reliance on Rule 144A will be
27

made by broker-dealers who are registered as such under the US Securities Exchange Act of 1934, as
amended (the ‘‘Exchange Act’’). The offer and sale of the Shares and distribution of this Prospectus
are subject to the restrictions set out in Part XII of this Prospectus entitled ‘‘General Information’’.
By receiving this Prospectus, subscribers and purchasers of the Shares shall be deemed to have made
certain representations, acknowledgements and agreements set out in this Prospectus, including, but
not limited to, those set out in Section 14 of Part XII of this Prospectus entitled ‘‘United States
Transfer Restrictions’’.
No purchase, sale or transfer of any Shares may be made by any ‘‘benefit plan investor’’ (as defined
in 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA) or any other employee benefit
plan subject to any federal, state, local or other law or regulation that is substantially similar to the
prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code. See the
sections entitled ‘‘United States Transfer Restrictions’’ in Part XII of this Prospectus and ‘‘Certain
ERISA Considerations’’ in Part XI of this Prospectus.
Prospective investors are also notified that the Company believes that there is a significant likelihood
that it will be classified as a passive foreign investment company (a ‘‘PFIC’’) for United States federal
income tax purposes. The Company does not expect to comply with record-keeping requirements or
to provide to US Shareholders the information that would be necessary in order for such persons to
make certain elections with respect to their Shares. See the section of this Prospectus entitled ‘‘Risk
Factors – Risks Relating to the Group’s Structure – There is a significant likelihood that the
Company will be treated as a passive foreign investment company’’.
The Shares have not been approved or disapproved by the US Securities and Exchange Commission (the
‘‘SEC’’), any state securities commission in the United States or any other regulatory authority in the
United States, nor have any of the foregoing authorities passed on or endorsed the merits of the Offer
or the accuracy or adequacy of the information contained in this Prospectus. Any representation to the
contrary is a criminal offence in the United States.
Available information for investors in the United States
Neither the Company nor any of its subsidiaries currently files reports under Section 13 or 15(d) of
the Exchange Act. In addition, the Company does not furnish any information to the SEC so as to
qualify for the exemption described in Rule 12g3-2(b) under the Exchange Act. The Company has
agreed that, for so long as any Shares are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3)
under the Securities Act, it will, during any period in which it is neither subject to Section 13 or
15(d) under the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the
Exchange Act, provide to any holder or beneficial owner of such Shares or to any prospective
purchaser of such Shares designated by such holder or beneficial owner, on the request of such
holder, beneficial owner or prospective purchaser, the information required to be provided by Rule
144A(d)(4) under the Securities Act.
The Company is furnishing this Prospectus in connection with an offering exempt from the
registration requirements of the Securities Act, solely for the purpose of enabling a prospective
investor to consider the subscription for or acquisition of Shares and on a confidential basis only to
persons in the United States reasonably believed to be QIBs. The information contained in this
Prospectus has been provided by the Company and other sources identified herein. Any reproduction
or distribution of this Prospectus in whole or in part, disclosure of its contents or use of the
information contained herein in the United States for any purpose other than in considering an
investment by the recipient in the Shares is prohibited.
No incorporation of website
The contents of the Company’s website will not form part of this Prospectus.
Presentation of financial and other information
Unless otherwise indicated, the financial information in this Prospectus has been prepared in
accordance with International Financial Reporting Standards (‘‘IFRS’’), a body of accounting
principles that may differ materially from US generally accepted accounting principles (‘‘US GAAP’’).
The Company has not quantified the impact of these differences. In making an investment decision,
prospective investors must rely on their own examination of the Company, the terms of the Offer and
the financial information in this Prospectus. Prospective investors should consult their own
professional advisers for an understanding of the difference between IFRS and US GAAP.
28

The Company’s consolidated financial statements and related notes included in Part VII of this
Prospectus cover the period from the Company’s inception on 6 June 2005 to 30 September 2006.
Certain numbers contained in this Prospectus, including financial, statistical, valuation and other
information are presented subject to rounding adjustments. Accordingly, in certain instances the sum
of the numbers in a column or a row in tables contained in this Prospectus may not conform exactly
to the total figure given for that column or row.
Presentation of exchange rate information
This Prospectus contains translations between Sterling and Euro at the Exchange Rate. These
translations are not a representation that Euro amounts could actually be converted into Sterling at
that rate. See the section of this Prospectus entitled ‘‘Risk Factors – Risks Relating to Shares –
Exchange rate fluctuations between Euros and Sterling may reduce the value of the Shares and
dividends declared on the Shares, and any hedging or derivative transactions may not limit risk
exposure fully or at all’’.
Service of process and enforcement of civil liabilities
The Company is incorporated in Luxembourg as a closed-ended investment company with fixed
capital (société d’investissement à capital fixe) under the form of a public limited company (société
anonyme). Service of process upon Directors and officers of the Company, all of whom reside outside
the United States, may be difficult to effect within the United States. Furthermore, since the directly
owned assets of the Company are outside the United States, any judgment obtained in the United
States against the Company may not be enforceable in practice within the United States. There is
doubt as to the enforceability in the United Kingdom and Luxembourg, in original actions or in
actions for enforcement of judgments of US courts, of civil liabilities predicated upon US federal
securities laws. In addition, awards of punitive damages in actions brought in the United States or
elsewhere may be unenforceable in the United Kingdom and Luxembourg.
FORWARD-LOOKING STATEMENTS
Certain statements in this Prospectus, including those in the sections entitled ‘‘Summary’’, ‘‘Risk
Factors’’, ‘‘Information on the Company’’, ‘‘Operating and Financial Review’’ and ‘‘Principal Bases
and Assumptions’’ are forward-looking statements. In some cases, they may be identified by terms
such as ‘‘anticipates’’, ‘‘believes’’, ‘‘could’’, ‘‘estimates’’, ‘‘expects’’, ‘‘targets’’, ‘‘intends’’, ‘‘may’’ or
‘‘will’’ or the negative of those terms or comparable terms. In particular, the Company’s target
dividend yield, its expectation as to whether and when Net Cash Income will cover its dividend
payments, its expectations as regards the acquisition of the Committed to be Acquired properties and
expectation as regards the refinancing of the Bank Facility are forward looking statements.
Forward-looking statements are based on the Company’s present beliefs, expectations, intentions and
projections regarding its future performance, anticipated events or trends and other matters that are
not historical facts. These statements are not guarantees of future performance and are subject to
known and unknown risks, uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements. In particular, these
include statements regarding:
* the Company’s policy and intention to pay dividends;
* the estimated amount and timing of such dividends, the potential for any future dividend
increase and the target dividend;
* the Company’s expectation as to when it is expected its dividends would be fully covered
by Net Cash Income;
* the potential level and stability of income from an investment in the Company;
* the Company’s ability to achieve its investment objective and execute its investment
strategy;
* the Group’s future investments and acquisitions;
* the intended size and composition of the Property Portfolio;
* plans to incur additional debt to finance property acquisitions or replace its existing facility
with cheaper securitised debt;
* the Company’s intended gearing;
29

* the tax treatment of the Group and the way income and profits will be paid up to the
Company;
* trends and expectations as to growth in the Continental European real estate market and
the overall economy, yield compression, rental growth, and increasing transparency and
liquidity;
* the Investment Manager’s ability to improve investment performance through active asset
management;
* the completion of the acquisition by the Group of Committed to Acquire properties prior
to Admission or at all; and
* projections as to the Company and Group’s future financial performance and operating
results.
Factors that might cause actual results, including target dividend yields, and coverage of dividends to
differ materially from those expressed or implied by these and other forward-looking statements
include, but are not limited to:
* cash flow and capital requirements;
* economic conditions and the sustainability of economic recovery in Continental Europe;
* demand for and supply of commercial property in target markets and sectors;
* the composition of the Group’s Property Portfolio;
* delays in acquiring properties on the assumed dates, including delays in satisfying, or the
inability to satisfy, closing conditions in respect of the Committed to be Acquired
*
properties;
tenant default or non-renewal of leases or renewal at lower than expected occupancy and
rental rates;
* the availability and cost of capital for future investments and acquisitions;
* difficulties in identifying investment opportunities;
* inability to acquire or divest of properties on advantageous terms;
* inability to acquire replacement financing on the assumed cost terms;
* changes in valuations of and returns on investments;
* movements in the exchange rate between relevant currencies;
* the tax residence of companies in the Group and the tax treatment of payments between
members of the Group;
* changes in law requiring greater cost to the Group (such as environmental and health and
safety) or changes in tax law, interpretation or practice;
* the availability of relief from taxation on the basis assumed by the Company;
* legal or accounting restrictions on paying Net Cash Income directly or indirectly to the
Company; and
* changes in and the cost of compliance with regulatory regimes in Continental Europe.
Prospective investors are advised to read the sections entitled ‘‘Risk Factors’’, ‘‘Information on the
Company’’, ‘‘Operating and Financial Review’’ and ‘‘Principal Bases and Assumptions’’ for a
discussion of additional factors that could cause actual results to differ materially from those
expressed or implied by forward-looking statements.
Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only as at the date of this Prospectus.
Except as required by applicable law, the Company does not undertake, and expressly disclaims, any
obligation to update or revise publicly any forward-looking statement in this Prospectus, whether as a
result of new information, future events or otherwise.
30

Expected Timetable
Event 2006
Public Offer opens 27 November
Latest time and date for applications under the Public Offer* 5.00 p.m. on 12 December
Latest time and date for commitments under the Placing* 3.00 p.m. on 14 December
Admission of the Shares to the Official List* 20 December
Dealings in Shares commence and crediting of CREST stock accounts in
respect of the Depositary Interests* 8.00 a.m. on 20 December
Share certificates in respect of the Shares despatched* by 31 December
* The Directors may, with the prior approval of the Joint Global Co-ordinators, bring forward (subject to the Public Offer being
open for a minimum of 7 days) or postpone the closing time and date for the Placing and Public Offer by no more than two weeks.
In the event that such date is changed, the Company will notify investors who have applied for Shares of changes to the timetable
either by the publication of a notice through a RIS provider to the London Stock Exchange.
Placing and Offer Statistics
Offer Price per Share 200p
Initial adjusted Net Asset Value per Share 191p* 1
Total number of Shares in issue post Admission 103,875,705*
* Calculated on the basis of the Assumptions.
1 The adjusted Net Asset Value is not calculated in accordance with IFRS since it does not include provision for deferred tax. It is,
however, considered by the Directors to be of assistance to prospective investors in as much as deferred tax would only become
payable on a sale of the underlying properties, which is not intended to occur, as opposed to the sale of companies owning
properties. Including the provision for deferred tax, on the basis of the Assumptions, the Net Asset Value per Share immediately
following Admission is expected to be 179p.
On the basis of Assumptions and subject to no unforeseen events arising, the Directors currently have
an initial target annualised dividend yield per Share for the financial year ending on 30 September 2007
of 6 per cent. at the Offer Price (assuming conversion at the Exchange Rate).
This target relates to dividends for the financial year ending on 30 September 2007 only. This target
is not a projection or forecast of dividends actually payable or actual profit or cash available for
distribution. There is no assurance as to the amount and timing of dividends or that any dividends
may be declared or payable by the Company at all. The attention of prospective investors is drawn
to the Risk Factors starting on page 8 of this Prospectus and Part X entitled ‘‘Principal Bases and
Assumptions’’ starting on page 119 of this Prospectus.
Where in this Propectus amounts are given in both Euro and Sterling, the Sterling amounts are
calculated by reference to the Exchange Rate.
31

Directors and Advisers
Directors Tom Chandos (Chairman)
Michael Chidiac
John Frederiksen
Robert Kimmels
Duncan Owen
Registered Office 25B Boulevard Royal
L-2449 Luxembourg
Telephone number: +352 268 64260
Investment Manager Invista Real Estate Investment Management Limited
33 Old Broad Street
London EC2N 1HZ, UK
Telephone number: +44 207 153 9300
Joint Global Coordinators, Joint Bookrunners
and Joint Sponsors
Legal Advisers to the Company as to English and
US law
JPMorgan Cazenove Limited
20 Moorgate
London EC2R 6DA, UK
Telephone number: +44 207 588 2828
Citigroup Global Markets Limited
33 Canada Square
Canary Wharf
London E14 5LB, UK
Telephone number: +44 207 986 4000
Herbert Smith LLP
Exchange House
Primrose Street
London EC2A 2HS, UK
Luxembourg Legal Advisers to the Company Allen & Overy Luxembourg
58 rue Charles Martel
L-2134 Luxembourg
Legal Advisers to the Joint Global Coordinators,
Joint Bookrunners and Joint Sponsors as to
English and US law
Norton Rose
Kempson House
Camomile Street
London EC3A 7AN, UK
Tax Legal Advisers to the Company Allen & Overy LLP
One Bishops Square
London E1 6AO, UK
32

Tax Adviser Deloitte & Touche LLP
Stonecutter Court
180 Strand
London WC2R 1BL, UK
Administrative Agent Citco (Luxembourg) S.A.
Carré Bonn
20 rue de la Poste
P.O. Box 47
L-2010 Luxembourg
Custodian RBC Dexia Investor Services Bank S.A.
5 rue Thomas Edison
L-1445
Strassen
Telephone number: +352 2605-1
Independent Valuer DTZ Debenham Tie Leung Limited
One Curzon Street
London W1A 5PZ, UK
Property Manager Jones Lang LaSalle Europe Limited
22 Hanover Square
London W1A 2BN, UK
Auditors KPMG Audit S.à.r.l.
31 allée Scheffer
L-2520 Luxembourg
Reporting Accountants KPMG LLP
Canary Wharf (38th Floor)
1 Canada Square
London E14 5AG, UK
Registrar and Transfer Agent Maitland Luxembourg S.A.
6 rue Adolphe Fischer
L-1520 Luxembourg
Depositary Agent and Receiving Agent Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU, UK
Depositary Capita IRG Trustees Limited
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU, UK
33

Part I
Information on the Company
Introduction
The Company is a closed-ended investment company with fixed capital (société d’investissement à
capital fixe) incorporated under the form of a société anonyme under the laws of Luxembourg and
managed by Invista REIM. The Invista Group manages the real estate assets in 15 funds with an
aggregate value of £8.6 billion as at 30 September 2006. This includes Insight Foundation Property
Trust Limited, its primary listed UK commercial real estate fund, which is listed on the London
Stock Exchange’s main market for listed securities, with total property assets of £631 million as at 23
August 2006. Invista intends that the Company will be its primary listed Continental European
commercial real estate fund.
As at the date of this Prospectus, the Company owns, or is Committed to Acquire, properties valued
by the Independent Valuer as at 30 September 2006 at A488.3 million (A281.2 million of which are
owned, A127.4 million are anticipated and assumed, for certain purposes of this Prospectus, to be
acquired prior to Admission and A79.7 million are anticipated and assumed, for certain purposes of
this Prospectus, to be acquired post Admission). On the basis of the Assumptions, it is expected that
the Group’s gross assets at Admission, including financing under the Bank Facility would enable the
Company to reach a gross asset value of more than A700 million, assuming there is no adverse
change in the value of the Property Portfolio pending investment of such amounts in the acquisition
of further properties.
The Company aims to provide Shareholders with an attractive level of income return together with
the potential for income and capital growth through investing in commercial real estate assets in
Continental Europe. The Investment Manager believes that this market continues to offer
opportunities to acquire properties with attractive rental yields and the potential for appreciation in
value through rental growth, yield compression and active management.
The Company was established by the Invista team in June 2005, with initial funding provided by
members of the HBOS group, as a vehicle for the acquisition of a portfolio of properties which
would in due course be the subject of a public offering of shares. The Offer will enable the Existing
Shareholders to reduce their Shareholdings and will provide the Company with additional funds for
investment. On the basis that 63 million Shares are issued by the Company and 20.1 million Shares
are sold by the Existing Shareholders in the Offer, the Existing Shareholders will have an aggregate
shareholding in the Company of approximately 20 per cent at Admission.
The Group is currently invested in a diversified Property Portfolio comprising 10 owned commercial
properties and has 10 Committed to Acquire properties across 7 Continental European countries with
an aggregate value of A488.3 million (A281.2 million of which are owned) as at 30 September 2006,
according to the Independent Valuer’s valuation report in Part VI of this Prospectus. On the basis of
the Assumptions, it is expected that properties which the Group is Committed to Acquire with a
value of A127.4 million will be acquired prior to Admission. All of the properties in the Property
Portfolio have been selected since June 2005 specifically for the Group by members of the existing
Invista Continental European investment team, which will continue to manage the Property Portfolio
after Admission and none of the properties have been disposed of. The acquisition of properties to
which the Group is Committed to Acquire is subject to the availability of financing, completion of
due diligence investigations and satisfaction of closing conditions. There is no assurance that these
acquisitions will be completed prior to Admission or at all.
As at Admission and on the basis of the Assumptions (including that all the properties which the
Company is Committed to Acquire before Admission are so acquired) the Company is expected to
have net assets of A274.2 million and gross assets of A566.4 million. A127.7 million will be in cash or
near-cash instruments which will be used together with further borrowings, among other things, to
meet contractual commitments to purchase five further properties for an aggregate gross purchase
price of A82.2 million and further properties. On admission, the Company will repay A51.7 million of
the Bank Facility. The Directors currently expect that the Company will have invested its
uncommitted cash resources and utilised its undrawn borrowing facilities by 30 September 2007.
On the basis of the Assumptions, and assuming no unforeseen events arise, the Directors currently
have an initial target annualised dividend yield per Share of 6 per cent. on the Offer Price in respect
of the period from Admission to 30 September 2007 (assuming conversion at the Exchange Rate).
34

The Company does not intend this target to be a projection or forecast of dividends actually payable
or actual profit or cash available for distribution.
The principal Assumptions are set out in Part X of this Prospectus.
Attractions of the Continental European real estate market
The Investment Manager believes that the Continental European real estate market is attractive for
the following reasons:
Historic stable performance underpinned by a relatively high level of income return
Analysis of individual country markets shows that the performance of their real estate markets has
been cyclical but has been less volatile than that of equities and bonds. In addition Investment
Property Databank (an independent company which undertakes objective measurement and analysis
of property returns) reported that the net income return to investors from Eurozone real estate over
the last five years has been consistently higher than the yield from bonds and equities. The high level
of income return relative to other asset classes is thought to be one reason for the significant increase
in investor demand for real estate investments over the last two years. Economic projections of
stronger Eurozone economic growth over the next few years are expected to have a positive impact
on occupational demand for commercial property which in turn is forecast to have a positive impact
on rents.
The Investment Manager believes that the strength of investor demand for Continental European
property is likely to result in further yield compression over the next two years. Forecasts also
suggest that rental growth will improve over the next five years. Taken together these two factors are
expected to increase the value of Continental European real estate supporting the Company’s strategy
of providing income and growth over the medium term.
Attractive income profile
The Company’s performance is expected to be underpinned by the stability of the rental income from
financially robust occupiers. In many Continental European markets, standard commercial leases
provide for some form of rental adjustment in the form of indexation of rents. This is typically a
consumer price index or alternative cost of living index. As a result these provisions of the lease
provide a hedge against inflation. Income may, however, also decrease in accordance with negative
movements in the index. In addition, commercial real estate income yields in the Eurozone area have
historically been higher than interest rates which provides an attractive margin of income return over
debt service. These factors have increased investor demand for Continental European property
investment over the last few years resulting in yield compression and rising property values.
Substantially all of the Group’s leases are subject to indexation provisions.
Pricing opportunities
The Investment Manager believes that the Continental European real estate markets offer attractive
pricing opportunities when compared with property markets such as the UK. Relative to interest
rates, income yields in the Eurozone area in the past have generally been higher than those achievable
in the UK market. The tenant credit profile is similar to that of the UK but, in a number of sectors
rental levels remain relatively low. Rents in key Continental European office centres have also been
relatively low compared to their UK peers, as have those in the retail warehousing and logistics
sectors. The Investment Manager believes that a number of the key Continental European office
locations will benefit from a cyclical upturn in demand and rental growth and that the Property
Portfolio is well positioned to benefit from rental growth from a relatively low base.
The Investment Manager believes that further opportunities exist to exploit these characteristics which
would deliver strong investment performance to the Company over the medium term.
Maturing markets
There has been a significant increase in cross border real estate investment in Continental European
markets in recent years, aided by the introduction of the Euro. The greatest proportion of this
activity has been driven by international capital, seeking the diversification benefits of investing
outside domestic markets. Cross border investment activity has led to an increasingly sophisticated
pan European real estate market with improved transparency and liquidity. Organisations such as
Investment Property Databank, the European Association for Investors in Non-listed Real Estate
Vehicles (INREV) and the European Public Real Estate Association (EPRA), through their continued
35

and expanding analysis of property statistics and characteristics, have further contributed to the
transparency and understanding of the real estate markets in Continental Europe. The Investment
Manager believes that the combination of these factors will continue to have a positive impact on the
long-term attractiveness and investment performance of the Continental European real estate markets.
Diversification benefits of commercial property
Where performance data is available for individual country real estate markets, analysis indicates that
commercial property can provide valuable diversification benefits. Such historical analysis suggests
that holding a diversified portfolio of commercial property investments within a mixed asset portfolio
can reduce portfolio volatility and increase portfolio returns.
Asset management and allocation opportunities
The Investment Manager believes that the increasing maturity and transparency of Continental
European real estate markets offers opportunities to add value through strategic asset allocation and
the implementation of active asset management strategies. Compared to the UK and US, the
Continental European market has a greater proportion of owner occupied properties. The Investment
Manager expects that an increasing number of owner-occupiers will seek to sell or externalise their
real estate assets, thereby creating opportunities for the Investment Manager to acquire assets with
considerable asset management potential. The Investment Manager believes that significant benefit can
be gained from applying its asset management techniques employed in the UK market to Continental
European real estate markets.
Investment objective, policy and strategy
Investment objective and policy
The investment objective of the Company is to provide Shareholders with an attractive level of
income return together with the potential for income and capital growth through investing in
commercial real estate in Continental Europe. Initially the Company’s focus will be predominantly in
Western European countries due to the relative stability, transparency and liquidity of these markets.
The Group currently owns, and intends to continue to own, a diversified portfolio of commercial real
estate. Its sector focus will be office, retail, logistics and light industrial. From time to time the
Group may acquire exposure to other types of real estate, for example leisure or residential, but only
where the relevant property is a small ancillary part of a mixed use property or a mixed asset
acquisition.
Investment strategy
The Board believes that in order to maximise the stability of the Group’s income, the optimal
strategy for the Group is to be invested in a portfolio of assets which (a) is diversified by location,
sector, asset size and tenant exposure and (b) has low vacancy rates and creditworthy tenants.
The Investment Manager targets assets which it believes exhibit some or all of the following
characteristics:
* well-located for its purpose;
* modern or recently refurbished;
* let to tenants of good creditworthiness on market standard leases;
* freehold or long leasehold;
* low vacancy;
* net initial yields higher than those available on prime properties;
* opportunity to enhance value through active asset management; and
* a value in excess of A10 million.
The degree to which the Group’s current or future properties exhibit some or all of these
characteristics depend on conditions in the local real estate market and the specific property.
The Investment Manager intends to grow the Group’s portfolio based on a research led investment
process of identifying and purchasing properties which complement its yield and capital growth
characteristics at both the geographic and sector level. This requires the Investment Manager to
review numerous potential acquisitions from which those that are considered suitable are
36

ecommended to the Board for purchase by the Group. Invista REIM’s investment approach is
described in more detail below.
Asset selection
The Investment Manager believes that the more established, liquid and transparent Continental
European real estate markets in countries such as Germany, France, Spain and Belgium, offer
potential for strong investment returns.
The Investment Manager’s focus of investment is, and will continue to be, those sectors and markets
which it believes to be undervalued and which offer strong income returns from relatively low risk
tenants. Accordingly, the Group has selected what it believes to be high quality, well-located
properties, primarily in France and Germany, with attractive income yields. Examples of the current
sectors of focus are set out below.
In the office sector, the Investment Manager has targeted modern or recently refurbished properties in
well established and/or easily accessible non-Central Business District locations which are leased to
creditworthy tenants. The Investment Manager has concentrated on office properties with
fundamentally sound investment characteristics such as divisible floors, suitable sub-market
specifications and rent levels appropriate for the sub-market, good parking ratios and proximity to
public transport. The Investment Manager believes that only those properties which remain attractive
to the occupational market will deliver strong investment performance.
In the logistics sector, the Investment Manager has targeted properties in strategically important
locations within close proximity to key motorway junctions and, where possible, in established
logistics parks (or distribution nodes) where there is an existing critical mass of warehousing facilities.
The Investment Manager believes that geographical boundaries are becoming less important as the
Continental European logistics sector consolidates and has therefore concentrated on those locations
which are of importance on a Continental European scale rather than just on an individual country
scale. This is reflected in the multi national nature of most of the tenants in the Group’s logistics
portfolio.
In the retail sector, the Investment Manager believes that the retail warehousing market provides the
potential for attractive returns given the limited supply of suitable properties (due to tight planning
controls), relatively low rents and the size and established nature of the occupational tenants. In
Germany the retail warehousing market is characterised by multinational tenants on long leases which
are generally in excess of 10 years.
The Investment Manager believes that attractive risk-adjusted returns can be achieved from the
sectors and sub-markets referred to above as, in general, they benefit from sound investment
characteristics, are institutionally attractive, exhibit asset management opportunities and consequently
offer the potential for transactional liquidity. They also currently provide higher initial income returns
than those achieved from prime properties such as Central Business District offices, high street retail
units and dominant regional shopping centres.
Active asset management
The Investment Manager believes that an active asset management strategy is a critical element in
delivering investment performance. The Investment Manager intends to implement this strategy by
defining and implementing business plans for each asset in the Property Portfolio. The Investment
Manager believes its experience and network of relationships in Continental Europe is a key factor in
identifying and selecting the best suppliers of services.
The Investment Manager aims to implement the following types of active asset management initiatives
(where it considers appropriate) in order to improve investment performance:
* re-negotiate and/or consolidate leases to capture market rental growth and/or extend lease
duration;
* manage any vacancies to maximise rental performance;
* exploit ancillary development opportunities on or around the properties;
* assess and effect changes of use where this would add value;
* undertake refurbishments to increase rents; and
* change unit size and configuration to maximise the potential income from a property.
37

Where properties have achieved their objectives set out in the asset level business plans, or where
market conditions are favourable, or the Company’s plans or needs require, the Investment Manager
may consider realising value through a sale of the property. Such a strategy would only be adopted
where the investment market is considered by the Board to be sufficiently strong and liquid to ensure
value is generated for the Company.
Competitive strengths of the Investment Manager
Invista REIM is a wholly-owned subsidiary of Invista, a company recently formed from the
extraction and listing of the property fund management business of Insight Investment Management
Limited which itself is the fund management business of HBOS.
Invista is a business focussed solely on real estate investment management. It has established itself as
one of the UK’s largest real estate fund management businesses, managing the real estate assets in 15
funds representing £8.6 billion as at 30 September 2006.
Funds with a minimum 12 month track record as at 31 December 2005 were assessed against an
independent, bespoke IPD benchmark set by clients. As at that date, 100 per cent. and 59 per cent.
of total assets under management met or outperformed their IPD benchmarks, over the last 1 and 3
calendar years respectively. Invista’s funds in aggregate outperformed the IPD Universe on both the
same 1 year and 3 year basis as above.
The Invista team comprises approximately 80 members, 40 of which are investment professionals with
an average of over 10 years professional experience each. The Continental European team was formed
in July 2005 to develop the Continental European investment platform. The current members of the
team have selected each asset in the Property Portfolio and have a thorough knowledge of them. The
team currently comprises 10 members, 7 of whom are investment professionals who have previously
worked in the Continental European real estate markets; half of this team have also lived in Continental
Europe or are Continental European nationals. Although the investment management team is currently
based in London, Invista intends to develop a network of offices across Continental Europe. It is
expected that offices in France and Germany will be established during the next 12 months.
The team has extensive knowledge of the Continental European real estate markets. The Investment
Manager believes that detailed knowledge of and experience of working in the Continental European
real estate markets is critical to the success of the Company. The Investment Manager considers that
it has built a strong reputation for executing transactions in an effective and timely manner. This has
been an important factor in developing the visibility of the Group in Continental Europe and has
contributed to a significant increase in deal flow providing access to attractive investment
opportunities through an extensive network of contacts with property owners and intermediaries.
Introductions of Continental European real estate investment opportunities to Invista by independent
third party brokers and direct owners averaged A1.75 billion per month in the last 12 months to
September 2006. These investment opportunities are sourced in both on and off market situations
using the contacts of Invista in the local Continental European markets. Invista has also leveraged off
established business contacts and has capitalised upon relationships developed through the Bank of
Scotland offices in Paris, Madrid, Amsterdam and Frankfurt. Invista believes that the development of
its own network of offices will provide enhanced access to investment opportunities and improve its
ability to deliver asset management initiatives.
The Property Portfolio
The properties owned by the Group have been, and the Committed to be Acquired properties are
expected to be, acquired through both individual asset and portfolio transactions.
The Property Portfolio has been constructed using a combination of ‘‘top down’’ and ‘‘bottom up’’
analysis. From a ‘‘top down’’ perspective the Investment Manager has selected the assets having
regard to the current and future expected growth potential of that sector in that particular market
and country. At the local level, from a ‘‘bottom up’’ perspective, the Investment Manager has
focussed on fundamental real estate characteristics such as location, building quality, flexibility,
suitability for the market, past and expected future rental/capital performance, lease length and tenant
quality/credit risk. Such analysis is undertaken by the Investment Manager’s in-house research team,
supported by external pan-European and local research and advisory specialists including, for
example, Property Market Analysis LLP, an independent property research company.
The Investment Manager believes that the Group’s investments provide well diversified exposure to
established, liquid real estate markets in Continental Europe and are capable of producing an
38

attractive income return from properties with credit-worthy tenants on long leases, with good
defensive investment characteristics. All the Property Portfolio has a weighted income Experian credit
rating of 72 (out of 100) 1 (76 (out of 100) in respect of properties owned by the Group as at the date
of this Prospectus) and less than 6 per cent. of the leases (5 per cent. for the owned properties) will
terminate within the next 3 years. All the properties owned by the Group are currently income
producing. As at the date of this Prospectus the Property Portfolio had an occupancy rate of 97 per
cent. by area (95 per cent. for the owned properties).
The Group owns a total of 10 properties and is Committed to Acquire a further 10. The Property
Portfolio is located across 7 countries providing a high level of geographical diversification. As at
30 September 2006, the Independent Valuer has valued the Property Portfolio at A488.3 million
(A281.2 million of which are owned and A127.4 million are expected to be acquired prior to
Admission) with a net initial yield of 6.07 per cent. It has a positive weighting to both logistics and
offices which the Investment Manager currently believes is capable of providing robust returns in the
future. Further details of the Property Portfolio are set out in Part V and the Valuation Report in
Part VI of this Prospectus.
Group structure
The Company is the parent company of the Group. Each property is held in a separate Property
Subsidiary. The Property Subsidiaries are held directly or indirectly through intermediate holding
companies. The Company funds the Property Subsidiaries indirectly by way of shares and/or intra-
Group loans in amounts to be determined from time to time. Further details of the Subsidiaries are
set out in paragraph 11.3 of Part XII of this Prospectus.
Share capital and duration
The share capital of the Company will comprise a single class of shares for which applications have
been made for admission to the Official List of the UK Listing Authority and to trading on the
London Stock Exchange.
The Company will have an indefinite life.
Dividends
As at the date of this Prospectus, the Company has not paid any dividends. The Company intends,
after Admission, to pay dividends representing substantially all of its Net Cash Income over the
relevant period. Dividends will be declared in Euros but will be converted into Sterling on the
payment date and paid in Sterling to Shareholders.
On the basis of the Assumptions (including that all the properties which the Group is Committed to
Acquire are so acquired) and in the absence of unforeseen circumstances, the Directors currently have
an initial target annualised dividend yield per Share of 6 per cent. on the Offer Price for the financial
year ending 30 September 2007 (assuming conversion at the Exchange Rate). The Company does not
intend this target to be a projection or forecast of dividends actually payable or actual profit or cash
available for distribution. On the basis of the Assumptions, the Directors currently expect that the
Company’s dividends will become fully covered by Net Cash Income during the financial year ending
30 September 2008. No UK tax credits will be attached to dividends paid to Shareholders. This is
not a projection or forecast of dividends actually payable, the coverage of dividends or of actual
profit or cash available for distribution. Further information on the tax treatment of an investment in
the Company is set out in Part XI of this Prospectus.
Shareholders should note that the Company’s earnings will be in Euros and therefore the Sterling
equivalent dividends which are paid may fluctuate with movements in the relative values of the two
currencies.
Dividends on the Shares are expected to be paid semi-annually in May and November in respect of
each financial year with the first payment in May 2007.
Whilst it is the current intention of the Company to pay out dividends representing substantially all
of its Net Cash Income, it is possible that not all of such income will be available to the Directors in
the form of distributable profits from which to pay a dividend (and this will be the case in the first
year). In such circumstances, the Directors will consider alternative means of making distributions to
Shareholders reflecting the level of such Net Cash Income or may not declare any dividends to be
1 Based on 98 per cent. of the Property Portfolio by Net Annual Rent as at 24 October 2006.
39

payable. To the extent that the Net Cash Income is more than the distributable profits arising from
the Group’s operations in the relevant period, alternative means of funding or making distributions
may be employed, which may lead to capital erosion in respect of such period.
There is no assurance that the Company will declare or pay dividends and, if dividends are paid,
there is no assurance with respect to the amount and timing of any such dividend or the extent to
which they are covered by Net Cash Income. Prospective investors should refer to ‘‘Risk Factors’’
and paragraph Part X of this Prospectus entitled ‘‘Principal Bases and Assumptions’’.
Summary actual and adjusted balance sheet as at 30 September 2006
The following table outlines the summary historical opening balance sheet as at 30 September 2006,
on an actual basis, as adjusted on the basis set out in Part VIII of this Prospectus and on the basis
that all properties the Group has Committed to Acquire which are expected to be acquired by
Admission, have been so acquired. See ‘‘Risk Factors – Risks Relating to Investing in Real Estate –
If the Group does not complete the acquisition of the Committed to Acquire properties, the
Company’s Net Asset Value per Share and ability to meet target dividend amounts will be adversely
affected’’.
A million
(actual
as at
30 September
2006)
A million (2)
(actual
as at
24 November
2006)
A million (3)
(as further
adjusted at
Admission)
Property assets (1)
210.6 302.5 408.6
Net cash 4.3 147.7 127.7
Borrowings 194.3 166.5 243.7
Net Asset Value 7.8 249.1 274.2
Net deferred tax liability 11.0 14.5 19.1
Adjusted Net Asset Value (4)
18.8 263.6 293.3
Number of Shares 0.7 103.9 103.9
1. All properties are valued as set out in Part VI of this Prospectus save for an asset which is classified as an unconditional
Commitment under IFRS and is included at its acquisition cost as disclosed in Part VII of this Prospectus.
2. This shows the summary consolidated balance sheet of the Group as at 30 September 2006 adjusted on the basis set out in Part
VIII of this Prospectus including the value of all properties acquired between 1 October 2006 and 24 November 2006.
3. This shows the adjusted summary consolidated balance sheet of the Group further adjusted to include the value of all properties
which are expected to be acquired by Admission and the costs of, and borrowing incurred, in their acquisition.
4. The adjusted Net Asset Value is the Net Asset Value omitting the provisions for deferred tax since deferred tax would only arise on
the sale of the underlying property rather than the property owning vehicle, which is not anticipated to occur.
Net Asset Value
On the basis of the Assumptions (including that all the properties which the Company is Committed
to Acquire before Admission are so acquired) the Net Asset Value per Share immediately following
Admission is expected to be A2.64 (179p). On the basis of the Assumptions and ignoring the effect of
deferred tax, the adjusted Net Asset Value per Share immediately following Admission is expected to
be A2.82 (191p).*
Further issues of Shares
The Directors will have the authority to allot the authorised but unissued share capital of the
Company following Admission. The Directors intend that such authority will only be exercised at
prices which are not less than the prevailing Net Asset Value per Share.
Under the Articles, existing Shareholders do not benefit from pre-emption rights in respect of the
further issue of Shares within the authorised Share capital of the Company unless the Shares are
issued for cash below their prevailing Net Asset Value per Share.
Purchase of Shares
Following Admission, the Directors will have authority to buy back up to 14.99 per cent. of the
Shares then in issue. Any buy back of Shares will be subject to the provisions of the Companies Act
* This figure is not calculated in accordance with IFRS. It is, however, considered by the Directors to be of assistance to prospective
investors in as much that deferred tax would only become payable on the sale of the underlying properties (which is not
anticipated) as opposed to the sale of companies owning properties.
40

and the Articles and will be made in accordance with the guidelines established from time to time by
the Board. Within the limits of the Companies Act and the Articles, the making and timing of any
buy-backs will be at the absolute discretion of the Board. Purchases of Shares will only be made
through the market at prices below the prevailing Net Asset Value of the Shares where the Directors
believe such purchases will enhance Shareholder value. Such purchases will also be made in
accordance with the rules of the UK Listing Authority which provide that the price to be paid must
not be more than 5 per cent. above the average of the middle market quotations for the Shares for
the five business days before the purchase is made or, if higher, the higher of (a) the latest
independent trade and (b) the current highest independent bid.
The Company is permitted to effect purchases of Shares out of its share premium account as well as
from its distributable profits from time to time.
Borrowings
As at the date of this Prospectus, the Company had A273.1 million of outstanding indebtedness. The
Board currently intends to borrow up to an amount equal to 60 per cent. of the Group’s gross assets
calculated at the time of drawdown. The Company’s Articles of Association limit its borrowings to 65
per cent. of the Group’s gross assets, calculated as at the time of drawdown. Since, however,
Luxembourg legal and regulatory provisions require that the Company must comply with its
borrowing limit at all times the Directors have concluded that it would be prudent for the ongoing
borrowing limit to be set at 70 per cent. of the Group’s gross assets. If the latter limit is breached at
any time the Directors will be required, as a priority, to manage the Group’s assets with the objective
of bringing borrowings within the 70 per cent. limit while taking due account of the interests of
Shareholders. Accordingly, corrective measures may not have to be taken immediately if this would
be detrimental to Shareholder interests.
The Company and its Property Subsidiaries have entered into (conditional upon Admission) a termloan
Bank Facility up to 31 December 2008 for A420 million with the Bank of Scotland, as the
arranger, of which A248.7 million is expected to have been drawn down immediately following
Admission, as set out in Part VII of this Prospectus. The rate of interest payable is EURIBOR plus
0.70 per cent. rising to EURIBOR plus 1.20 per cent. at 1 September 2007. Further details of the
Bank Facility are set out in paragraph 8.8 of Part XII of this Prospectus.
The Company intends to obtain a more attractive form of long-term financing in the period following
Admission. The Board believes that, if it can be obtained, a securitised loan facility will carry a lower
rate of interest than the current Bank Facility. There is no assurance that the Company will be able
to obtain alternative financing or complete a refinancing transaction on terms more attractive than
the current Bank Facility or at all.
Use of Proceeds
On the basis of the Assumptions, the net proceeds of the Offer are expected to be A175.5 million.
The Company intends to use this amount to repay A51.7 million of the Bank Facility and to fund the
acquisition of additional properties including those Committed to Acquire properties which have not
been acquired prior to Admission.
Accounting policies
The audited accounts of the Group will be prepared under International Financial Reporting
Standards (‘‘IFRS’’). Under IFRS, the Group will prepare an income statement which, unlike a
statement of total return, does not differentiate between revenue and capital and also includes net
realised and unrealised investment gains. The Company’s investment management and administration
fees and all other expenses will be charged through the income statement.
The amounts payable as dividends by the Company will be calculated based on the Company’s
profits calculated under IFRS and in accordance with the Companies Act and the Investment Funds
Act.
Shareholder information
The Company will publish annually a detailed audited report on its activities and on the management
of its assets. The first audited report of the Company after its conversion into a SICAF will be
published in respect of the year ending 30 September 2007.
41

The Company will also publish semi-annual unaudited reports including, among other things, a
description of the properties owned by the Company, its subsidiaries and the number of Shares issued
and bought back since the last publication.
The annual and semi-annual reports will be sent to Shareholders within four months for the annual
reports and two months for the semi-annual reports of the end of the period to which they relate and
copies may be obtained free of charge by any person at the registered office of the Company. The
first semi-annual reports of the Company after its conversion into a SICAF will be published in
respect of the period ending 31 March 2007.
The accounts of the Company will be maintained in Euros.
The accounting year of the Company will commence on 1 October of each year and will terminate on
30 September of the following year. The first accounting year of the Company after its conversion
into a SICAF will end on 30 September 2007.
The annual general meeting of Shareholders will take place in the City of Luxembourg at the
registered office of the Company, each year on the third Thursday in January. If such day is not a
business day in Luxembourg then the meeting will be held on the next business day in Luxembourg.
Competition
The commercial real estate market in Continental Europe is highly competitive and fragmented. There
are few barriers to entry to parties with access to readily available capital. See ‘‘Risk Factors – Risks
Relating to Investing in Real Estate – Competition in the Continental European real estate market
may reduce investment opportunities and affect occupancy and rental rates of the Group’s
properties’’.
The Group competes with local and pan-European real estate investment funds, private investors,
property developers, and owners and operators of commercial real estate for investment opportunities,
particularly in markets where supply is constrained. In addition, the Group competes for tenants with
entities that construct, own or lease commercial property, particularly in markets where there is
overcapacity. The Company does not believe that any single competitor or group of competitors in
any of the primary markets where the Group is invested is dominant in that market. Competition
may reduce the number of attractive properties available for acquisition or undermine the Group’s
ability to attract and retain tenants, leading to increased vacancy rates and/or reduced rents.
Environmental matters
As part of its due diligence, the Group commissions environmental reports for each property in which
it considers investing which assess the risk profile of each property based on factors such as historical
use, age, location, building materials, air emissions, water supply, waste disposal, storage and
handling of hazardous materials, potential for any contaminations to migrate off-site and the record
of complaints and regulatory orders. Environmental reports have been prepared for all of the
currently owned or Committed to be Acquired properties. Some have identified environmental issues,
however, none of these reports have concluded that such properties present a high level of
environmental risk that would be material to the Group’s business or financial condition and the
Group has not received any third party claim with regard to the environmental issues at any of its
properties.
New or revised environmental regulations, identification, compliance concerns or undiscovered areas
of contamination, changes in the extent or known scope of contamination, discovery of additional
sites or of contamination in sites that the Group may acquire in the future, human exposure to
contamination or changes in cleanup or compliance requirements could however give rise to higher
levels of environmental risk and result in significant costs. See ‘‘Risk Factors – Risks Relating to
Investing in Real Estate – The Group may incur environmental liabilities’’.
Regulatory matters
The Group and the Property Portfolio are subject to various laws and regulations of the European
Union and its member states. In particular, the Group’s financial operations and structure are
governed by regulation of undertakings for collective investment under the Investment Funds Act and
are subject to the supervision of the CSSF and the UK Listing Authority.
In addition, among other laws and regulations, the Group’s properties or activities are subject to:
42

* regulation of intra-Group distributions or other payments that may restrict upstream cash
flows or loans;
* regulation of lease contracts and tenant protection provisions;
* regulation of sales of properties and property holding companies;
* anti-money laundering regulations;
* building codes, including regulations of common areas, fire, safety and other requirements;
and
* municipal planning and development restrictions, including zoning regulations.
See ‘‘Risk Factors – Risks Relating to Investing in Real Estate – The Group may incur significant
costs complying with laws and regulations.’’
Insurance
The Group maintains insurance policies and considers the policy specifications and insured limits of
those policies to be of the types and amounts customary for real property assets and in accordance
with industry practice and sufficient to protect it against potential damage and liabilities incurred in
the ordinary course of business. The Group carries comprehensive liability, fire, extended coverage,
business interruption and rental loss insurance covering the properties owned by the Company.
However, the Group’s standard insurance coverage excludes coverage for certain events, including
damages caused by acts of war, riots, force majeure and civil liability for environmental damages,
radioactive contamination and sonic booms. The Group’s insurance policies therefore may not be
sufficient to fully cover any losses. In addition, the Group’s title insurance policies may not insure for
the current aggregate Market Value of the properties owned by the Company, and the Group does
not intend to increase title insurance coverage as the Market Value of the Group’s portfolio increases.
See ‘‘Risk Factors – Risks Relating to Investing in Real Estate – The Group may suffer material
losses in excess of or not covered by insurance proceeds’’.
The Group exercises its discretion in calculating amounts, insured limits and deductibility provisions
of its insurance policies, with a view to maintenance of appropriate insurance on its investments at a
reasonable cost relative to the risk of loss and on suitable terms. Although the Group periodically
reviews its insurance coverage needs, if it suffers a substantial loss, its insurance coverage may not be
sufficient to pay the full current Market Value or current replacement cost of its lost investment.
Inflation, changes in building codes and ordinances, environmental considerations and other factors
also might make it infeasible to use insurance proceeds to fully replace or restore a property after it
has been damaged or destroyed.
Taxation
The attention of Shareholders is drawn to the information contained in Part XI of this Prospectus. If
you are in any doubt as to your tax position, you should contact your professional adviser
immediately.
Risk Factors
An investment in the Company involves substantial risks and uncertainties. Prospective investors
should consider carefully the Risk Factors starting on page 8 of this Prospectus, together with all
other information set out in this Prospectus and their own circumstances, before deciding to invest in
the Company.
43

Part II
Directors, Management & Administration
Directors of the Company
The Directors are responsible for the determination of the Company’s investment objective and policy
and have overall responsibility for the Group’s activities including the review of investment activity
and performance.
The Directors are as follows:
Tom Chandos – Non-Executive Chairman
Viscount Tom Chandos, age 53, is chairman of the real estate group Capital & Regional plc and the
specialist investment company Queen’s Walk Investment Limited and sits on the board of a number
of other publicly traded and private companies. He has a background in investment banking and
venture capital, originally at a predecessor firm of Dresdner Kleinwort. He is a Trustee of the Esmee
Fairbairn Foundation and a member of its investment committee. He is a Labour member of the
House of Lords.
Michael Chidiac – Non-Executive Director
Michael Chidiac, age 40, is the Founder and Managing Director of RealCorp Luxembourg SA, a real
estate services company in Luxembourg. Since 1987, Michael has held various London based roles,
consulting in residential and commercial real estate. From 1998 to 1999 he was a valuer and
investment advisor at Jones Lang LaSalle in Luxembourg. In 1999 he was a co-founder of Property
Partners S.A. in Luxembourg, an associate office of Cushman Wakefield Healey & Baker. Michael is
resident in Luxembourg and a member of the Royal Institution of Chartered Surveyors.
John Frederiksen – Non-Executive Non-Independent Director
John Frederiksen, age 58, is chairman of the Danish Property Federation and of several major
Danish property companies. He established and was managing director of Bastionen A/S, one of the
largest Danish property investment companies from 1986 to 2001, and was Chairman of ASC, the
largest property management company in Denmark, from 1990 to 1998. John is a non-executive
director of Insight Foundation Property Trust. Insight Foundation Property Trust Limited is
managed by the Investment Manager and John is therefore considered to be a ‘‘non-independent
director’’ under the Listing Rules. John is resident in Denmark.
Robert Kimmels – Non-Executive Director
Robert Kimmels, age 37, is the Assistant Managing Director of the Company’s Administrator Citco
(Luxembourg) S.A. He joined the company in 1997 as a Trust Officer and has worked in Citco’s
Amsterdam, Geneva and Brussels offices. From 1993 to 1997, Robert was an Associate at Martello
Holdings N.V in Rotterdam, a consultancy firm offering strategic and financial advice and project
management in distressed property situations to banks, real estate companies and receivers. Robert is
resident in Luxembourg.
Duncan Owen – Non-Executive Non-Independent Director
Duncan Owen, age 38, is the Chief Executive Officer of Invista. Duncan joined Invista in October
2003 as Managing Director of the then property division of Insight Investment Management Limited,
responsible for overseeing the division’s strategy, and was appointed a main board director in
February 2005. Whilst at Invista, Duncan led the establishment of the Insight Foundation Property
Trust Limited which he oversees. He joined Insight Investment Management Limited from the
specialist real estate fund management boutique, Gatehouse Investment Management, which he cofounded
in 2001. He was a director at LaSalle Investment Management and a partner at Jones Lang
Wootton. Whilst at LaSalle Investment Management, Duncan undertook transactions in a range of
countries including France, Belgium, Spain and Italy.
Duncan has over 16 years’ experience in the industry, is a member of the Royal Institution of
Chartered Surveyors, a member of the Investment Property Forum in the UK, sits on the British
Property Federation Policy Committee and is an FSA Approved Person.
44

Future appointment of Directors
It is the intention of the Directors to supplement the Board with a further non-UK resident Director
with relevant expertise.
Investment management arrangements
Invista REIM has been appointed as the Investment Manager of the Group pursuant to the
Investment Management Agreement. The Investment Manager will be responsible for advising the
Group on the overall management of the Group’s investments and for managing the Group’s
investments in accordance with the Company’s investment objective and policy and subject to the
overall supervision of the Directors.
The Investment Manager is a wholly-owned subsidiary of Invista, a company recently formed from
the extraction and listing on the AIM market of the London Stock Exchange of the property fund
management business of Insight Investment Management Limited, itself the fund management
business of HBOS. The Invista Group manages the real estate assets in 15 funds representing £8.6
billion as at 30 September 2006. Invista is majority owned by HBOS.
Invista REIM is a limited company incorporated in England and Wales on 12 June 2002 (company
registered number 04459443) having its registered office at 33 Old Broad Street, London, EC2N 1HZ,
UK.
The Continental European team at Invista comprises 11 members, 7 of whom are investment
professionals who have previously worked in the Continental European real estate markets; half of
this team have also lived in Continental Europe or are Continental European nationals. The team has
extensive knowledge of the Continental European property markets and has access to investment
opportunities through a network of contacts with principals and intermediaries.
Although the team is currently based in London, Invista intends to develop a network of offices
across Continental Europe. It is expected that offices in France and Germany will be established
during the next 12 months. Invista believes that these offices will provide superior access to
investment opportunities and improve Invista’s ability to deliver asset management initiatives.
The investment committee within the Investment Manager is responsible for all fund management and
property matters in relation to the Property Portfolio, and comprises Duncan Owen and those
members of the Continental European investment team shown below with an asterisk beside their
name:
Continental European investment team
Tony Smedley* – Head of Continental European Funds
Tony joined the Investment Manager in July 2005 as a director to lead the investment programme in
Continental Europe. His main responsibility is the Invista European Real Estate Trust SICAF. Tony
was formerly a partner of the pan-European investment management firm Fountain Capital Partners
based in Paris (now Cushman & Wakefield Investors) with primary responsibility for segregated
accounts such as TIAA-CREF (Teachers). Prior to this he was a director of the Capital Markets
group at Jones Lang LaSalle based in Brussels and head of the Belgium and Luxembourg team. At
Jones Lang LaSalle he was responsible for some of the largest real estate advisory transactions in the
European market realising over A1.8 billion in 3 corporate disposals and advising international
investment clients. He also provided investment management advice to a number of international real
estate funds. He began his career in UK real estate in private practice in 1987 and is a member of
the Royal Institution of Chartered Surveyors. He is an FSA Approved Person and is fluent in
French.
Chris Ludlam* – Head of Fund Development
Chris joined the Investment Manager in October 2004 as a director of fund development. The main
focus of his work is the development and structuring of new property funds in the UK and overseas
and Chris led the establishment of the Company. He was formerly a director of Real Estate
Investment Banking at the French bank IXIS Corporate & Investment Bank (‘‘IXIS CIB’’) and
acquired properties on behalf of IXIS CIB in France, Spain, Belgium and Switzerland and prior to
this he was a director of DTZ Corporate Finance. He began his career in the investment banking
divisions of Barings Brothers (now ING) and then Merrill Lynch. He holds a degree from Cambridge
University, is a member of the Investment Property Forum in the UK and is an FSA Approved
Person.
45

Mark Long* – Director, Strategy, Research and Forecasting
Mark joined the Investment Manager in October 2003 and has extensive experience in developing
investment processes and formulating portfolio strategy having held similar positions at Gatehouse
Investment Management, Aberdeen Property Investors and Celexa Real Estate Investment
Management. Mark is a member of the Investment Committee for Insight Foundation Property Trust
Limited. Mark worked for a number of years in strategy and research for SPP a large Swedish
pension and life company with approximately A5 billion of property invested across Europe. Mark
was a key member of the team responsible for developing their pan-European investment process and
helped to develop pan-European forecasts and investment strategies. The implementation of their
investment process saw the demerger of SPP’s European property asset management business to form
Celexa Real Estate Investment Management, where Mark became Head of UK research. In this role,
in addition to his UK responsibilities he also sat on the pan-European investment strategy committee.
The main focus of this work is formulating ‘‘top down’’ investment strategy and controlling portfolio
risk for both domestic UK and Continental European markets. He is an economist by training
having gained his first degree at Swansea University before completing a second degree in Property
Investment at City University. He is an FSA Approved Person.
Veronica Gallo-Alvarez* – Director, European Property
Veronica joined the Investment Manager in September 2005 to provide senior support to the
European property business in implementing its acquisitions and investment management programme.
She was formerly a Vice President at Harbert Management Corporation, being primarily responsible
for the asset management of the European Property Fund. Prior to this, she was an analyst at the
European real estate research group of Security Capital based in Brussels. She started her career at
the Business Consulting departments of Arthur Andersen and later, GOPA Consultants in Brussels.
She holds a degree from Universidad Autónoma of Madrid (Spain) and an MA in Economics from
Catholic University of Louvain (Belgium). Her mother tongue is Spanish and she is fluent in English
and French.
Marius Levinger – Associate Director, European Property
Marius joined the Investment Manager in September 2006 to assist in the acquisition and
management of Continental European assets. Prior to this Marius was an associate in the Structured
Finance and Investment Banking team at Hypo Real Estate Bank International in London where he
undertook underwriting analysis for loans in respect of real estate assets in Germany and other
European countries. He began his career at Internationales Immobilien Institut GmbH (a subsidiary
of HVB) in Munich where he was responsible for over A200 million of acquisitions in France and
Belgium. Marius has a degree in Business Management gained in Munich and has studied in the UK
and USA. His mother tongue is German and he speaks English and French.
Jasper Gilbey – Assistant Fund Investment Manager, European Property
Jasper joined the Investment Manager in September 2004 as an Assistant Fund Manager, initially
focusing on UK retail property investment prior to joining the European business in September 2005.
Jasper supports the Continental European team in deal sourcing, transaction management, deal
execution and investment management. Prior to joining Invista, Jasper completed a degree in Built
Environment and Investment Studies at the University of the West of England, which included one
year working for Jones Lang LaSalle in Paris and a summer internship with Atis Real. Jasper is
currently studying for a Masters degree at the College of Estate Management with a view to gaining
accreditation from The Royal Institution of Chartered Surveyors. He is fluent in French.
Investment Management Agreement
The Company and the Investment Manager have entered into the Investment Management
Agreement, a summary of which is set out in paragraph 8.2 of Part XII of this Prospectus, under
which the Investment Manager will be entitled to a base management fee of 0.95 per cent. per annum
of the Adjusted Gross Assets. This base management fee is payable monthly in arrear subject to a
recalculation provision designed to allocate any growth in Adjusted Gross Assets from quarter to
quarter on a straight line basis. The Investment Management Agreement also provides for the
Investment Manager to be reimbursed by the Company for costs and expenses incurred by it,
including (without limitation) all costs and expenses relating to accounting, tax, due diligence, legal,
surveyors, building contractors, estate managers and other properly appointed service providers.
46

Subject to the conditions set out below, the Investment Manager will also be entitled to an annual
performance fee where the total return per Share during the relevant financial period exceeds an
annual rate of 10 per cent. (the ‘‘Performance Hurdle’’). Where the Performance Hurdle is met, a
performance fee will be payable in an amount equal to 15 per cent. of any aggregate total return
over and above the Performance Hurdle.
The Performance Hurdle is calculated on a three year rolling basis. This requires that the annualised
total return over the period from Admission to the end of the relevant financial period in the first
three year period, and on a rolling three year basis thereafter, is equal to or greater than 10 per cent.
per annum. The performance fee is paid in each of the first two years on the to-date performance.
Subject to the above conditions, the performance fee is payable by the Company to the Investment
Manager within 14 days of receipt by the Company of such calculation.
The Investment Management Agreement may be terminated by either the Company or the Investment
Manager giving to the other not less than 18 months’ written notice, such notice not to expire before
the third anniversary of Admission.
Further details of the Investment Management Agreement are set out in paragraph 8.2 of Part XII of
this Prospectus.
Conflicts of interest
The Directors have noted that the Investment Manager has a number of other clients and have
satisfied themselves that the Investment Manager has procedures in place to address potential conflicts
of interest. At present, these procedures require the Investment Manager to offer opportunities based
on rotational principles among clients for which an investment is considered equally suitable. The
Investment Manager has informed the Directors that it is a fundamental principle of the Investment
Manager to treat all clients fairly.
Property management arrangements
The Investment Manager arranges property management on behalf of the Property Subsidiaries to
firms selected on merit and on a case by case basis. The Company has entered into an umbrella
agreement with Jones Lang LaSalle in respect of the provision of such services, further details of
which are set out in paragraph 8.3 of Part XII. However, other local property management firms
have been and may, as deemed appropriate, be appointed to provide specialised and/ or localised
property management services to the Group.
Administration arrangements
Citco (Luxembourg) S.A. has been appointed as Administrator of the Company pursuant to the
Administration Agreement.
The Administrator is responsible for the performance of the general administrative functions required
by the Investment Funds Act and, in particular, for the calculation of the Net Asset Value per Share,
the performance and oversight of the bookkeeping and the preparation and drafting of the
Company’s annual accounts and the periodical financial statements and reports.
Further details of the Administration Agreement are set out in paragraph 8.5 of Part XII of this
Prospectus.
Custodian arrangements
RBC Dexia Investor Services Bank S.A. has been appointed as Custodian of the Company pursuant
to the Custodian Agreement.
The Custodian will provide custodian services in respect of cash, securities deposits, Real Estate
Assets and financial transactions on account of the Company and, if appropriate, its Property
Subsidiaries.
The Custodian will further, in accordance with the Investment Funds Act:
(i) ensure that the sale, issue, redemption and cancellation of Shares effected by the Company or
on its behalf are carried out in accordance with applicable law and the Articles;
(ii) ensure that in transactions involving the assets of the Company, any consideration is remitted to
it within the customary time limits; and
(iii) ensure that the income of the Company is applied in accordance with its Articles.
47

The Custodian may entrust the safekeeping of all or part of the assets of the Company.
The Custodian’s liability will not be affected by the fact that it has entrusted the safekeeping of all or
part of the assets to a third party.
Further details of the Custodian Agreement are set out in paragraph 8.4 of Part XII of this
Prospectus.
Registrar and transfer agency arrangements
Maitland Luxembourg S.A. (‘‘Maitland’’) has been appointed as Registrar and Transfer Agent of the
Company pursuant to the Registrar and Transfer Agency Agreement. Under the terms of this
agreement, Maitland is responsible for the maintenance of the register of Shareholders and for the
processing of issues, redemptions and transfers of Shares.
Further details of the Registrar and Transfer Agent Agreement are set out in paragraph 8.7 of Part
XII of this Prospectus.
Receiving agent and depositary arrangements
Capita Registrars has been appointed as Depositary Agent and Receiving Agent of the Company
pursuant to the Depositary Agent Agreement. Under the terms of this agreement, Capita may provide
nominee services to investors. In its capacity as nominee, Capita will, in its own name but as nominee
for the Shareholders, purchase or sell Shares and request registration of such Shares in its name in
the register of Shareholders held in Luxembourg.
Shareholders may, at all times invest directly in the Company without using Capita’s nominee service.
Those investors which have recourse to Capita’s nominee service retain a direct claim to their Shares
subscribed through Capita.
Further details of the Depositary Agent Agreement are set out in paragraph 8.6 of Part XII of this
Prospectus.
Independent Valuer arrangements
For the purposes of valuation of Real Estate Assets held by the Group, the Company has appointed
DTZ Debenham Tie Leung Limited as Independent Valuer. The Independent Valuer is not affiliated
to the Investment Manager.
The Independent Valuer has valued the Real Estate Assets held by the Group as described in
paragraph 6 of Part XII of this Prospectus.
The Company may appoint other independent valuers to value Real Estate Assets held by the Group.
The name of the independent valuers used during the relevant year will be indicated in the annual
report of the Company. A list of the names of each independent valuer is available upon request at
the registered office of the Company.
Fees and expenses of the Company
Initial Property Acquisition Expenses
Pursuant to its contractual commitments the Company has acquired and expects to acquire further
additional properties in the period between 30 September 2006 and Admission. Details of the
valuation of these properties are set out in the Valuation Report in Part VI of this Prospectus. Due
to the proximity of these acquisitions to the date of Admission, the expenses directly associated with
the acquisition of these properties (such as transfer tax and advisors’ fees) are not reflected in their
open market valuations and will effectively, in the absence of the steps described below, be borne by
the Existing Shareholders. These expenses are currently estimated to be A5.2 million.
In addition, the Existing Shareholders will not, in the absence of the steps described below, receive
any benefit from the increase between the agreed purchase price of the properties which the Group is
Committed to Acquire, and which are expected to be acquired after Admission, and their market
value as at 30 September 2006 as set out in Part VI of this Prospectus, which would reduce the
impact of the acquisition expenses of such properties on the Net Asset Value of the Group. The
aggregate increase is currently estimated to be A2.7 million.
In order to mitigate this position, the Company has agreed with the Existing Shareholders that the
Existing Shareholders will convert their Shareholder Loans to the Company into Shares prior to
Admission on a basis which will effectively reimburse to the Existing Shareholders 80 per cent. of
48

such incurred costs and such increased value, which the Directors consider should properly be borne
by the new Shareholders investing in the Company through the Offer. The Existing Shareholders
would benefit accordingly as and when they dispose of their Shares in the Offer or subsequently.
Further details of these arrangements are set out in paragraph 2.1 of Part XII of this Prospectus.
Initial Fees and Expenses
The initial fees and expenses of the Company, which are payable following Admission, are fees and
expenses which arise from the Placing, the Public Offer and Admission. These include financial
advisory and placing fees (including fees payable in respect of the Shares sold by the Existing
Shareholders), the Administrator’s set-up fee, the Registrar and Transfer Agent’s fee, the Depositary
Agent and Receiving Agent’s fee, listing and Admission fees, legal and accounting fees, tax advisory
fees, the Independent Valuer’s fees, printing, advertising and distribution costs and any other initial
expenses. The Directors estimate that, on the basis that all Shares under the Offer are issued, these
initial fees and expenses will not exceed 5.8 per cent. of the Initial Gross Proceeds.
Ongoing and Annual Fees and Expenses
The Group will also incur ongoing and annual fees and expenses. These fees and expenses are
incidental to the management, administration and continuation of the Group over the period until the
Company is wound up.
The ongoing and annual fees and expenses include, but are not limited to, the following:
* The Investment Manager’s base management fee, which will be 0.95 per cent. per annum
(plus VAT thereon, if applicable) of Adjusted Gross Assets calculated and payable monthly
in arrear. Any fee paid to the Investment Manager will be fully charged to income. The
Investment Manager will also be entitled to be reimbursed by the Company for costs and
expenses incurred by it in obtaining legal, tax, regulatory and specialist advice for the
investment and management of the Group’s assets to the extent that it is reasonable in the
circumstances. In addition, the Investment Manager will be entitled to an annual
performance fee, the details of which are set out in the section headed ‘‘Investment
Management Agreement’’ above.
* The Administrator’s fee, which will be determined in accordance with Luxembourg
*
financial services practice.
The Custodian’s fee, which will be determined in accordance with Luxembourg banking
practice.
* The Registrar and Transfer Agent’s fee, which will be determined in accordance with
Luxembourg financial services practice.
* Each Director will initially be paid a fee of A30,000 per annum (A52,000 for the Chairman
and A35,000 for the chair of the audit committee) (plus VAT thereon, if applicable).
The total ongoing and annual fees and expenses payable by the Company will include, but are not
limited to, regulatory fees, printing fees, announcement fees, fees of preparing and printing the report
and accounts and other documents for Shareholders, independent valuer’s fees, directors’ and officers’
liability insurance, legal fees, audit fees and other expenses (plus VAT thereon, if applicable).
It is estimated that these expenses of the Group for the year ending 30 September 2007 (excluding the
initial fees and expenses referred to above) are not expected, on the basis of the Assumptions, will
not exceed 1.25 per cent. per annum of the Adjusted Gross Assets.
Fees and expenses of the Property Subsidiaries
Ongoing and Annual Fees and Expenses
The Property Subsidiaries will each also incur ongoing and annual expenses. These expenses are
incidental to the management, administration and continuation of the relevant company and the
management of the properties.
The ongoing and annual fees payable by each of the Property Subsidiaries will include, but are not
limited to, its relevant portion of the fees payable to the Investment Manager, the property managers,
its directors, its administrator, bank interests, regulatory fees, independent valuers’ fees, property
acquisition costs and related stamp duty, rent review fees, letting fees, property valuation fees,
property management fees, insurance costs, legal and accounting fees, tax advisory fees, costs and
expenses incurred in appointing specialist advisers and other fees and expenses (and any VAT
thereon, if applicable).
49

Part III
The Offer
The Offer
A total of 83.1 million Shares are available, in aggregate, under the Offer subject to increases as
described under ‘‘General’’ below. On the basis of the Assumptions, 63 million new Shares are being
issued by the Company and, in the absence of any such increase, 20.1 million existing Shares are
being offered for sale by the Existing Shareholders.
If, however the Group does not acquire prior to Admission all the properties which it is Committed
to Acquire and which are expected to be acquired by that time there will be reduction in the number
of Shares to be issued to the Existing Shareholders on the conversion of their Shareholder Loans as
described in paragraph 2.1 of Part XII of this Prospectus. In such case, the number of Shares to be
sold by the Existing Shareholders will be reduced and the number of new Shares to be issued by the
Company will be increased correspondingly.
The Offer, which is not underwritten, is conditional, among other things, upon:
1. Admission; and
2. the Underwriting Agreement becoming unconditional and not being terminated in accordance
with its terms at any time prior to Admission.
The Placing
Under the Underwriting Agreement JPMorgan Cazenove and Citigroup have agreed to use reasonable
endeavours to procure placees (in the case of JPMorgan Cazenove) or re-purchasers (in the case of
Citigroup) for 83.1 million Shares in aggregate.
The Placing is not being underwritten. However, to the extent that JPMorgan Cazenove procures
placees and such placees fail to honour their commitment to acquire Shares, JPMorgan has agreed to
purchase such Shares. Citigroup has agreed that, to the extent that it has procured commitments
from purchasers to acquire Shares, it will acquire such Shares as principal and re-sell the Shares to
purchasers.
Shares are being made available under the Placing at 200p per Share of which all but the
A1.25 nominal per Share, represents share premium. The Underwriting Agreement is conditional,
among other things, on Admission having occurred no later than 29 December 2006 (or such later
date as may be agreed, not being later than 12 January 2007). Commitments under the Placing must
be received by JPMorgan Cazenove and Citigroup no later than 3.00 p.m. on 14 December 2006.
Further details of the Underwriting Agreement are set out in paragraph 8.1 of Part XII of this
Prospectus.
The Public Offer
JPMorgan Cazenove and Citigroup have also agreed to make an offer of 83.1 million Shares to the
public in the UK pursuant to the Public Offer. Shares are being made available under the Public
Offer at 200p per Share of which all but the A1.25 nominal value per Share represents share
premium. The Public Offer will close at 5.00 p.m. on 12 December 2006.
Applications under the Public Offer must be for a minimum subscription amount of £2,000 and
thereafter in multiples of £1,000.
Completed application forms accompanied by a cheque or banker’s draft in relation to the Public Offer
must be posted or delivered by hand (during normal business hours only) to Capita Registrars, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received by
5.00 p.m. on 12 December 2006.
The Directors may, with the prior approval of the Joint Global Co-ordinators bring forward (subject to
the Public Offer begin open for a minimum of 7 days and in any event until at least 5.00 p.m. on 5
December 2006) or postpone the closing time and date for the Placings and Public Offer by no more
than 2 weeks. In the event that such date is changed, the Company will notify investors who have
applied for Shares of such change either by notice through a RIS provider announcement.
The results of the Offer are expected to be announced via a RIS provider announcement on or about
18 December 2006.
50

General
The Offer is sponsored by JPMorgan Cazenove and Citigroup. It has not been underwritten.
Following Admission the Company will convert the Initial Gross Proceeds into Euros.
The Company and the Existing Shareholders shall be entitled, at their absolute discretion, not to
proceed with the Offer if they determine, in consultation with the Joint Global Co-ordinators and the
Investment Manager, that it would not be viable to do so. In such circumstances monies received
under the Placing and Public Offer would be returned to potential investors without interest.
Of the 83.1 million Shares available under the Offer, 20.1 million will represent existing Shares which
are being sold by the Existing Shareholders and 63 million will represent new Shares to be issued by
the Company unless adjusted as described above. In the event that commitments under the Placing
and valid applications under the Public Offer exceed 83.1 million Shares, the size of the Offer may
with the agreement of the Company, the Existing Shareholders and the Joint Global Co-ordinators be
increased by the Existing Shareholders agreeing to sell up to a further 5.2 million Shares in aggregate
at the Offer Price.
The aggregate shareholding of the Existing Shareholders at Admission will represent approximately
20.0 per cent. of the Company’s issued share capital unless adjusted as described above and/or they
agree to sell further Shares as described above. In that event, the minimum aggregate shareholding of
the Existing Shareholders would represent 15 per cent. of the Company’s issued share capital.
Any commitments and applications in excess of the size of the Offer (or, if increased, as so increased)
will be scaled back. On any such scaling back, priority will be given to the Public Offer at the
Directors’ and Existing Shareholders’ discretion (in consultation with the Joint Global Co-ordinators
and the Investment Manager) and thereafter no further commitments or applications will be accepted
and the Placing and Public Offer will be closed.
Multiple applications from a single beneficial holder are not permitted under the Public Offer.
In the event that commitments and valid applications under the Offer are in respect of fewer than
83.1 million Shares, the Offer will not proceed. This amount of 83.1 million Shares will not be revised
downwards without the publication of a supplementary prospectus by the Company containing a
working capital statement based on a revised minimum net proceeds amount, as determined by the
Directors.
Settlement and dealings
The full amount payable under the Placing is payable in full in cash upon the issue of the Shares.
Under the Public Offer, the full amount payable in full in cash upon application. To the extent that
any application is rejected, in whole or in part, monies received will be returned without interest at
the risk of the applicant.
The procedure for, and the terms and conditions of, application under the Public Offer are set out in
Part XIV of this Prospectus together with an Application Form for use under the Public Offer.
Shares issued or sold pursuant to the Public Offer will be issued or sold in registered form and may
be held either in certificated or uncertificated form through Depositary Interests held in CREST. It is
expected that CREST accounts will be credited on 20 December 2006 in respect of Shares issued in
uncertificated form and definitive certificates in respect of Shares in certificated form will be
despatched by post by 31 December 2006. Temporary documents of title will not be issued. Dealings
in the Shares are expected to commence on 20 December 2006. If the Directors bring forward or
postpone the date on which dealings in Shares are expected to occur, these dates will be adjusted.
The ISIN and SEDOL codes for the Shares are LU0273211432 and B1FPHY9 respectively.
It is expected that the Company will notify investors of the number of Shares in respect of which
their application has been successful and the actual number of Shares to be issued under the Offer
via a publication of a notice through a RIS.
The Shares are expected to be issued under the Offer shortly prior to Admission.
Prior to the despatch of Share certificates for the Shares to be held in certificated form, transfers will
be certified against the register of members.
Lock-In Arrangements
The Existing Shareholders have agreed, subject to certain limited exceptions, not to sell, dispose or
otherwise deal with any of the Shares held by them, other than those sold under the Offer, for a
51

period of 180 days from Admission, without the prior consent of JPMorgan Cazenove, Citigroup and
JPMorgan.
The Company, subject to certain limited exceptions, has agreed that it will not issue any Shares,
options or rights to subscribe for Shares for a period of 6 months after Admission without the prior
consent of JPMorgan Cazenove, Citigroup and JPMorgan.
The Directors who acquire Shares will undertake, subject to certain limitations, not to sell their
Shares for a period of six months after Admission without the prior consent of JPMorgan Cazenove,
Citigroup and JPMorgan.
CREST
Applications have been made to the UK Listing Authority and the London Stock Exchange for all of
the Shares in the Company (issued and to be issued) to be admitted to the Official List of the UK
Listing Authority and to trading on the London Stock Exchange’s main market for listed securities.
CREST is a paperless settlement system allowing securities to be transferred from one person’s
CREST account to another without the need to use share certificates or written instruments of
transfer. Securities issued by non-UK companies, such as the Company, cannot be held or transferred
in the CREST system. However, to enable investors to settle such securities through the CREST
system, the Depositary will hold the relevant securities and issue dematerialised Depositary Interests
representing the underlying Shares which are held on trust for the holders of those Depositary
Interests.
The Depositary Interests will be independent securities constituted under English law and may be held
and transferred through the CREST system. Depositary Interests will have the same security code
(ISIN and SEDOL) as the underlying Shares and will not require a separate listing on the London
Stock Exchange. The Depositary Interests will be created and issued pursuant to a deed poll entered
into by the Depositary, as depositary, which will govern the relationship between the Depositary and
the holders of the Depositary Interests. The terms of the deed poll are summarised in paragraph 9 of
Part XII.
ISA, PEP, SSAS and SIPP
Public Offer
Shares sold or allotted under the Public Offer will be eligible for direct transfer into an ISA, subject
to the applicable subscription limits, as set out below, being complied with.
Placing
Shares sold or allotted under the Placing are not eligible for direct transfer into an ISA or PEP.
However, Shares subsequently acquired in the secondary market will generally be eligible for inclusion
in an ISA or PEP, subject to applicable subscription limits set out below being complied with.
Further information relating to ISAs and PEPs is provided below.
General
The Directors have instructed the Investment Manager to manage the affairs of the Company so as
to maintain the eligibility of Shares for inclusion in an ISA, although this cannot be guaranteed.
Eligibility of the Shares for inclusion in an ISA is subject to the usual subscription limits applicable
(for the tax year 2006/07 an individual may invest up to a maximum of £7,000 worth of stocks and
shares in a maxi ISA or £4,000 in the stocks and shares component of a mini ISA). Investors are
reminded that they cannot subscribe for both a maxi ISA and a mini ISA in the same tax year. Maxi
ISAs may consist of a stocks and shares component, a cash component and an insurance component
whereas mini ISAs may only comprise one such component (although one mini ISA of each
component may be subscribed for in any one tax year).
PEP
Although no new PEPs may be opened and no further subscription made to existing PEPs, Shares
may be qualifying investments for existing PEPs provided that the manager of the PEP has acquired
such Shares by sale or subscription under the Public Offer or by purchase in the market and is
satisfied on the subject of eligibility.
52

SSAS and SIPP
The Directors have been advised that the Shares in the Company will be eligible for inclusion in a
SSAS or SIPP.
53

Part IV
Background to the Continental European Real Estate Market
Overview of the Continental European economy
Following three years of relatively weak economic activity from 2003 to 2005, the six months to 30
June 2006 has seen recovery in economic growth in the Eurozone. However, broad aggregate
measures of economic activity conceal the wide divergence of growth within the different countries of
the Eurozone. For example, rapid economic growth in Spain and Ireland has been driven by the
strength of the retail and housing markets, much of which has been fuelled by lower cost debt. In
contrast, the much larger German economy has until recently experienced both weak retail sales and
housing markets, with consumers preferring to save rather than spend.
The recovery in global economic growth has benefited a number of Continental European economies,
particularly those with exposure to international financial services and those with large export
industries. Stronger economic growth along with increased global inflationary pressures has resulted in
the European Central Bank (ECB) increasing interest rates, however at 3.25 per cent. they currently
remain significantly lower than those in the US and UK.
Continental European real estate market
The Eurozone real estate market is estimated to be worth in excess of A3,000 billion 1 which is
approximately three times the size of the UK market. Of this, the German market is by far the
largest individual market at A1,080 billion, with a value slightly lower than that of France and Italy
combined, at A780 billion and A660 billion respectively. On the basis of the Assumptions, 47 per cent.
of the Market Value of the properties owned by the Company is attributable to Germany and 31 per
cent. to France.
Real estate investment yields are significantly higher than Eurozone interest rates which has been a
key factor behind the large increase in investor demand for this asset class. Over the last few years
there has been a significant increase in the level of cross border investment activity, much of which
has been debt-funded. The strength of investor demand for Continental European real estate assets
has resulted in downward pressure on investment yields, which in turn has increased property values.
Rising interest rates and continuing strong demand for real estate has reduced the size of the margin
between real estate yields and interest rates over the last two years. The Investment Manager believes
that stock selection and active asset management will become increasingly important in driving assetlevel
total returns as the positive yield gap (differential between rental yields and financing rates)
narrows.
Typical lease structures
Lease structures differ across the Continental Europe. Continental European countries tend to have
shorter lease lengths than the UK, with rents that are typically index-linked. In France, for example,
the typical lease structure is a 9 year lease, with break clauses at 3 and/or 6 years. Although this
creates a potentially less certain income stream, the Investment Manager believes that good quality,
well-located real estate assets have a lower risk of rental voids. Closer analysis is required in
determining under what circumstances a tenant might seek to exercise a break clause, considering, for
example, the costs of moving, costs of disruption and market rent differences. German leases are
typically of 10 years duration with the tenant having the right to renew at lease expiry.
Unlike the UK, where rents tend to change only at a specified rent review date, most Continental
European leases contain indexation provisions that increase or decrease the rents paid during the term
of the lease. In German retail property, for example, the indexation is often applied once the index
exceeds an agreed hurdle – at which point either 75 per cent. or 66 per cent. of the total growth is
applied. The index is typically a consumer price index or an alternative cost of living index. As a
consequence, leases containing indexation have a potentially greater scope for a disconnect between
market rents and the actual rents paid during the lease, particularly where there has been a period of
significant price increases or decreases.
Tenants will typically bear the costs of service charge expenses, insurance, local taxes and the costs of
internal repairs. Structural repairs are usually the responsibility of the landlord. There are certain
1 European Public Real Estate Association, September 2005. Exchange rate – $1:A1.221
54

jurisdictions where market practice and/or tenant negotiation may prevent the full quantum of service
charge costs (e.g. insurance) being passed on. This is often the case for example in German retail
property where buildings insurance is non-recoverable and property management fees are either nonrecoverable
or capped. Some logistics tenants also impose such restrictions in their leases, although
this is less common than in retail warehousing.
Historical Performance of Real Estate Markets
The recent recovery in economic growth has not had a uniform impact across all the Eurozone
countries or real estate sectors. The retail sector has tended to perform better than the office sector,
although there has been a wide variation in performance between countries.
For example, the performance of the German office and retail sectors has been weak in comparison
to the other main markets as a result of both an over supply of office accommodation and weak
consumer demand. Accordingly, investor demand for real estate has not been as strong as in other
markets such as Spain where consumer demand has remained robust. Prospects for performance
going forward are equally diverse with significantly more scope for yield compression in improving
German office and retail markets as opposed to the principal Spanish markets.
Diversification
Given the underlying economic differences in the various Continental European countries, the real
estate markets provide significant scope for diversification by geography and sector.
Office sector performance has exhibited a strong correlation within countries and between the larger
international financial centres. Frankfurt and Paris have demonstrated the greatest correlation by
virtue of their exposure to the international financial services sector.
Retail sector performance tends to be closely linked to the performance of the domestic economy
and, in a number of countries, the performance of the housing market. This is also linked in some
countries to the fixed or floating rate nature of residential mortgages. The notable exception here is
Germany where there is a greater propensity for consumers to rent rather than own their homes.
The industrial sector is a relatively new investment class in Continental Europe with the majority of
investors focusing on the logistics sector. Interest in the logistics sector is driven in part by
consolidation trends in the wider logistics/distribution marketplace and also the changing supply/
distribution needs of the end-users. The internationalisation of distribution and increasing demand for
larger lot sizes is leading to a new wave of logistics centres being constructed at key road-transport
nodes and operating on a more pan-European basis, rather than on a country level at traditional
logistics hubs.
Liquidity
Real estate markets across Continental Europe vary in their liquidity but are considered to be less
liquid and transparent than the UK. The expansion of research providers such as Investment
Property Databank property returns analysis service across a number of Continental European
markets has, however, dramatically improved transparency in recent years. It is believed that liquidity
will continue to improve as the real estate markets mature, largely due to increased market
transparency and rising levels of institutional investment across Continental Europe.
Investment from international investors has been particularly evident in the larger more established
sectors/cities. Often this activity is more focussed in the areas of greatest economic activity. France
has had the greatest concentration of both economic and property market activity in Paris as
compared to Germany which has a more diverse market, with activity spread across a number of
cities. The Investment Manager believes these local market characteristics provide enhanced
opportunities to increase performance through strategic asset allocation and through active asset
management strategies.
There has been a trend throughout Continental Europe for corporate owner-occupiers to dispose of
real estate assets in order to focus on their main business activities. DTZ suggests that this trend has
accelerated over the last few years with an estimated A8 billion of Continental European real estate
being disposed of by corporates in 2004. Commentators believe there is significant potential for
further investment grade properties to be transferred from corporate owner-occupiers to investors.
DTZ estimates that there is the potential for over A40 billion of corporate real estate to enter the
investment market by 2010.
55

Continental European Listed Property Market
As yet, there is no standard framework across Continental Europe for owning or investing in real
estate. A number of countries (France, Belgium and the Netherlands) have tax transparent real estate
investment structures (REITs), however the individual countries have diverse real estate markets with
significant differences in lease structure, transaction taxes and ownership profiles.
56

Part V
Property Portfolio
Property Portfolio
This section details the breakdown of the Property Portfolio, as at the date of this Prospectus.
The Market Values, Net Annual Rent and Estimated Net Annual Rental Value figures referred to in
this Part V are derived from the Valuation Report of the Independent Valuer, on the basis described
and as set out in Part VI of this Prospectus.
Where the Group is Committed to Acquire properties, any such acquisition will be subject to the
satisfaction of all conditions and completion provisions.
Overview
As at the date of this Prospectus, the Group owned a total of 10 properties and was Committed to
Acquire a further 10 properties.
The Property Portfolio was valued by the Independent Valuer at a Market Value of A488.3 million on
30 September 2006 (A281.2 million of which is owned; A207.1 of which is Committed to be Acquired).
The aggregate Net Annual Rent of the Property Portfolio is A31.3 million (A17.7 million in respect of
properties which are owned; A13.5 million in respect of properties which are Committed to be
Acquired).
The Group has freehold interests in all of the properties owned by it and has entered into contracts
to acquire freehold interests in all of the properties Committed to be Acquired, other than the
logistics property in Amsterdam, where the purchase agreement contemplates the transfer of a 50 year
leasehold interest.
Property Portfolio
The Property Portfolio (including acquired properties and Committed to be Acquired properties) can
be summarised as follows:
Property Country Sector Main Tenant
Expected
Completion*
Net Annual
Rent
(B)
Estimated
Net Annual
Rental
Value (B)
Net Initial
Yield
Market
Value
Acquired Properties
Alovera Spain Logistics TechData — 1,615,591 1,596,389 5.63% 26,750,000
Leuven Belgium Office KVLV — 1,293,348 1,173,150 6.95% 18,500,000
Solingen Germany Logistics Strauss Innovation — 965,003 1,010,625 5.80% 15,800,000
Marseille France Logistics SDV/Transagrue — 1,245,376 1,272,942 5.95% 19,700,000
Heusenstamm Germany Office Deutsche Telekom — 5,231,338 5,356,430 5.62% 88,900,000
Ecully France Office BASF/IBM/Scotts — 2,204,889 2,377,100 6.48% 32,100,000
Nanteuil France Logistics Nissin — 585,920 590,700 6.25% 8,840,000
Sun France Office Sun Microsystems — 1,421,788 1,421,332 6.41% 20,940,000
Nova France Office Euromaster,
Pechiney — 671,036 647,095 6.55% 9,660,000
Cergy France Office Valeo — 2,499,758 2,314,795 5.92% 40,000,000
Subtotal Acquired 17,734,047 17,760,558 281,190,000
Committed to be Acquired**
Properties
Warsaw Poland Logistics GEFCO Pre Admission* 597,667 603,009 6.83% 8,750,000
Riesa Germany Retail Toom, Real Pre Admission 3,879,591 4,012,633 6.26% 57,340,000
Rheda Germany Retail Martkauf Pre Admission 846,965 877,680 6.25% 12,930,000
Lutterberg Germany Logistics DHL Pre Admission 2,254,003 2,598,750 6.08% 35,500,000
Prague Czech Republic Logistics Bax Global Pre Admission 895,042 889,515 6.95% 12,900,000
Amsterdam Netherlands Logistics Christian Salvesen Q1 2007 420,193 455,400 6.21% 6,250,000
Roth Germany Retail Martkauf Q1 2007 1,315,671 1,254,831 5.89% 21,310,000
Tiel Netherlands Logistics DHL Q1 2007 1,237,291 1,238,490 6.13% 18,800,000
Villeurbanne France Office Merial Q1 2007 1,366,000 1,178,800 5.82% 22,100,000
Girona Spain Logistics Bax Global Q1 2007 715,688 726,100 6.06% 11,250,000
Subtotal Committed to be
Acquired 13,528,111 13,835,208 207,130,000
Total 31,262,158 31,595,766 6.07% 488,320,000
* This column indicates the expected and assumed completion date for the respective Committed to be Acquired properties. There
can be no assurance that these Committed to be Acquired properties will be acquired in the time period indicated.
** Assets for which the Group has contractual commitments to purchase, subject to purchase, subject to the satisfaction of all
conditions and completion provisions.
57

The 5 largest properties account for 52 per cent. of the Property Portfolio (including acquired
properties and Committed to be Acquired properties) by Market Value.
Geographical Spread
The geographical weightings of the Property Portfolio (including acquired properties and Committed
to be Acquired properties) can be summarised as follows:
Country
Market Value
of acquired
properties (A)
% of Property
Portfolio by
Market Value
Market value of
Committed to
be Acquired
properties (A)
% of Property
Portfolio by
Market Value
Total Market
Value of the
Property
Portfolio (A)
% of Total
Market Value
of the Property
Portfolio
Germany 104,700,000 21% 127,080,000 26% 231,780,000 47%
France 131,240,000 27% 22,100,000 5% 153,340,000 31%
Spain 26,750,000 5% 11,250,000 2% 38,000,000 8%
Netherlands — 0% 25,050,000 5% 25,050,000 5%
Belgium 18,500,000 4% — 0% 18,500,000 4%
Czech Republic — 0% 12,900,000 3% 12,900,000 3%
Poland — 0% 8,750,000 2% 8,750,000 2%
Total 281,190,000 58% 207,130,000 42% 488,320,000 100%
Sector Spread
The office portfolio contains multi-tenanted office buildings and office complexes, the logistics
portfolio contains warehouses and distribution facilities and the retail portfolio (which consists of
Committed to be Acquired properties) contains shopping centres and out-of-town retail properties.
The sectoral weightings of the Property Portfolio (including acquired properties and Committed to be
Acquired properties) are as follows:
Sector
Market Value
of acquired
properties (A)
% of Property
Portfolios by
Market Value
Market value of
Committed to
be Acquired
properties (A)
% of Property
Portfolio by
Market Value
Total Market
Value of
Property
Portfolio (A)
% of Total
Market Value
of the
Property
Portfoilo
Office 210,100,000 43% 22,100,000 5% 232,200,000 48%
Logistics 71,090,000 15% 93,450,000 19% 164,540,000 34%
Retail — 0% 91,580,000 19% 91,580,000 19%
Total 281,190,000 58% 207,130,000 42% 488,320,000 100%
Office sector
The office portfolio consists of 7 properties (6 acquired; 1 Committed to be Acquired) and represents
48% of the Market Value of the Property Portfolio. As at the date of this Prospectus, the acquired
and Committed to be Acquired office properties were 95 per cent. leased by area to 25 tenants.
Approximately 47 per cent. of the Net Annual Rent for the Property Portfolio valued as at 30
September 2006 can be attributed to acquired and Committed to be Acquired office properties.
The Group has acquired a large office property in Heusenstamm, (near Frankfurt), Germany which is
fully leased to a subsidiary of Deutsche Telekom (the obligations of which Deutsche Telekom has
assured) expiring in December 2020. This office property represents the largest asset by Market Value
in the Property Portfolio. The property contributes approximately 17 per cent. of the Group’s Net
Annual Rent. The Group has also acquired office properties in Lyon and Grenoble, France which
contribute approximately 14 per cent. of the Group’s Net Annual Rent and are leased to 7 tenants.
In addition the Group has acquired an office property located in Leuven, Belgium leased to 13
tenants.
The Group has Committed to Acquire one office property located in Villeurbanne in France which is
expected to contribute 4 per cent. of the Company’s Net Annual Rent, and is currently leased to 1
tenant.
Logistics sector
The logistics portfolio consists of 10 properties (4 acquired; 6 Committed to be Acquired), 9 of which
have been, or are expected to be, acquired from Eurinpro International SA. As at the date of this
Prospectus, the acquired and Committed to be Acquired logistics properties were 98 per cent. leased
58

y area to 13 tenants. Approximately 34 per cent. of the Net Annual Rent for the Property Portfolio
valued as at 30 September 2006 can be attributed to acquired and Committed to be Acquired logistic
properties.
All the logistics properties are recently built or of modern construction and, in the majority of
situations, are single tenanted.
In the case of the Committed to Acquire properties, the buildings are currently being constructed to
high standards and already have a pre-lease agreement in place. Completion of the acquisition will
take place when the building is complete, the tenant is in occupation and the tenant has paid its first
rental instalment.
Retail sector
The retail portfolio consists of 3 properties (all of which are Committed to be Acquired). The Group
did not own any retail properties as at 30 September 2006.
The retail portfolio is expected to account for approximately 19 per cent. of the Market Value of the
Property Portfolio. As at the date of this Prospectus these retail properties were 99 per cent. leased
by area to 97 tenants. If the 3 Committed to be Acquired properties are acquired, the retail portfolio
is expected to contribute approximately 19 per cent. of the Company’s Net Annual Rental income.
The largest retail property of the Committed to be Acquired properties is a retail park located in
Riesa, Germany with 62 tenants, anchored by Real and Toom. Assuming it is purchased, this
property will contribute approximately 12 per cent. of the Group’s Net Annual Rent. In addition to
this property, the Group has Committed to Acquire two retail properties located in Roth and Rheda-
Weidenbrück, Germany which have a combined Market Value of A34.2 million and, if acquired, will
comprise approximately 7 per cent. of the Group’s Net Annual Rent.
Tenant Base
The Property Portfolio (including acquired properties and Committed to be Acquired properties) has
a diverse base of tenants, including multinational corporations and local enterprises, that operate
logistics, telecommunications, information technology, manufacturing, retail and other businesses.
As at the date of this Prospectus, the Property Portfolio had an Experian credit rating of 72 (out of
100) 1 (76 (out of 100) in respect of properties owned by the Group).
The average weighted term to expiration of the leases in the Property Portfolio is 10.5 years based on
market values of the properties given in the Independent Valuer’s report.
The acquired properties have a total of 30 tenants and the Committed to be Acquired properties have
a total of 105 tenants. The 5 largest tenants of the Property Portfolio account for 44 per cent. of the
total Net Annual Rent. The 10 largest tenants of the acquired properties and the Committed to be
Acquired properties can be summarised as follows:
1 Based on 98 per cent of the Property Portfolio by Net Annual Rent as at 24 October 2006.
59

10 Largest Tenants
Tenant
Net Annual
Rent (A)
% of Net
Annual Rent of
the acquired
properties
% of Net
Annual Rent
of Committed
to be Acquired
properties
Net Annual
Rent of
acquired and
Committed to
be Acquired
properties as
% of Property
Portfolio
Assets Acquired
Deutsche Telekom 5,231,338 29% — 17%
Techdata 1,615,591 9% — 5%
Valeo 1,588,785 9% — 5%
Sun Microsystems 1,421,788 8% — 5%
Strauss Innovation 965,003 5% — 3%
Subtotal 10,822,505 61% — 35%
Assets Committed to be Acquired
DHL 3,491,294 — 26% 11%
AVA Martkauf 1,858,321 — 14% 6%
Bax Global 1,610,730 — 12% 5%
Merial SAS 1,366,000 — 10% 4%
Real 921,574 — 7% 3%
Subtotal 9,247,919 — 68% 30%
Total 20,070,424 61% 68% 64%
Unxpired Lease Terms
The unexpired lease terms can be summarised as follows:
Term to Expiry
% of Net
Annual Rent
of acquired
properties by
Term to
Expiry
% of Net
Annual Rent
of Committed
to be Acquired
Properties by
Term to
Expiry
% of Net
Annual Rent
of Property
Portfolio by
Term to
Expiry
0 to 3 yrs 5% 1% 6%
3 to 6 yrs 7% 3% 10%
6 to 9 yrs 17% 8% 25%
9 to 15 yrs 24% 20% 44%
4 15 yrs 3% 12% 15%
60
56% 44% 100%

Part VI
Valuation Report
Invista European Real Estate Trust SICAF
25B Boulevard Royal
L-2449 Luxembourg
Invista Real Estate Investment Management Limited
33 Old Broad Street
London EC2N 1HZ
JPMorgan Cazenove Limited
20 Moorgate
London EC2R 6DA
Citigroup Global Markets Limited
33 Canada Square
Canary Wharf
London E14 5LB
Dear Sirs
INVISTA EUROPEAN REAL ESTATE TRUST SICAF
24 November 2006
1 Introduction
In accordance with our engagement letter with Invista European Real Estate Trust SICAF (‘‘the
Company’’), we, DTZ Debenham Tie Leung, Chartered Surveyors, have considered the Properties
referred to in the attached schedule (the ‘‘Schedule’’), in order to advise you of our opinion of the
Market Value as at 30 September 2006, of the Company’s freehold or leasehold interests (as
appropriate) in each of those properties (the ‘‘Properties’’). This report is dated 24 November 2006.
2 Compliance with Appraisal and Valuation Standards
We confirm that the valuations have been made in accordance with the appropriate sections of both
the current Practice Statements (‘‘PS’’), and United Kingdom Practice Statements (‘‘ UKPS’’)
contained within the RICS Appraisal and Valuation Standards, 5th Edition (the ‘‘Red Book’’). This is
an internationally accepted basis of valuation. Each of the properties were inspected by DTZ between
December 2005 and September 2006.
The valuation has also been undertaken in accordance with the Listing, Prospectus and Disclosure
Rules (1 July 2005) and the Commission Regulation 809/2004/EC of 29 April 2004 implementing
Directive 2003/71/EC (the ‘‘Prospectus Directive Regulation’’).
3 Status of valuer and conflicts of interest
We confirm that we have undertaken the valuations acting as External Valuers as defined in the Red
Book, qualified for the purpose of the valuation.
DTZ has an ongoing relationship with the Company and has undertaken both quarterly and end of
year portfolio valuations for the Company since September 2005.
DTZ has in the past provided advice on acquisitions however, we are one of a number of advisers
used by the Applicant for advice on such acquisitions.
You have confirmed that you are aware of this and that it does not cause a conflict.
61

4 Purpose of the valuation report
We understand that this Report and Valuation (the ‘‘Valuation Report’’) is required firstly, to confirm
to the directors of the Company the current Market Value of the Properties, secondly, for inclusion
in a Prospectus which investors will rely on in making their decision to invest in the Company and
thirdly by JPMorgan Cazenove Limited and Citigroup Global Markets Limited in relation to their
obligations as Sponsor in connection with the Admission and the Offer.
5 Basis of valuation and Net Annual Rent
5.1 Market Value
The value of each of the Properties has been assessed in accordance with the relevant parts of
the Red Book. In particular, we have assessed Market Value in accordance with PS 3.2. Under
these provisions, the term ‘‘Market Value’’ means ‘‘the estimated amount for which a property
should exchange on the date of valuation between a willing buyer and a willing seller in an
arm’s-length transaction after proper marketing wherein the parties have each acted
knowledgeably, prudently and without compulsion’’.
In undertaking our valuations on the basis of Market Value we have applied the interpretive
commentary which has been settled by the International Valuation Standards Committee and
which is included in PS 3.2. The RICS considers that the application of the Market Value
definition provides the same result as Open Market Value, a basis of value supported by
previous editions of the Red Book.
5.2 Net Annual Rent
The Net Annual Rent for each of the Properties is referred to in the Schedule. Net Annual
Rent is defined for the purposes of this transaction as ‘‘the current income or income estimated
by the valuer:
(i) ignoring any special receipts or deductions arising from the property;
(ii) excluding Value Added Tax and before taxation (including tax on profits and any
allowances for interest on capital or loans); and
(iii) after making deductions for superior rents (but not for amortisation), and any
disbursements including, if appropriate, expenses of managing the property and allowances
to maintain it in a condition to command its rent’’.
The Schedule also includes the estimated Net Annual Rent of each of the Properties. The
estimated Net Annual Rent is based on the current rental value of each of the Properties. The
rental value reflects the terms of the leases where the Properties, or parts thereof, are let at the
date of valuation. Where the Properties, or parts thereof, are vacant at the date of valuation,
the rental value reflects the rent we consider would be obtainable on an open market letting as
at the date of valuation.
5.3 Taxation and costs
We have not made any adjustments to reflect any liability to taxation that may arise on
disposal, nor for any costs associated with disposals incurred by the owner. No allowance has
been made to reflect any liability to repay any government or other grants, or taxation
allowance that may arise on disposals.
We have made deductions to reflect purchasers’ acquisition costs which have been shown to
vary from country to country dependent on current local market practice. The level of
purchasers’ acquisition costs adopted in our valuations are outlined below.
France 6.00%
Germany 4.50%
Spain 5.00%
The Netherlands 6.20%
Belgium 0.50%
Czech Republic 0.00%
Poland 0.00%
62

6 VAT
The capital valuations and rentals included in this Valuation Report are net of any relevant Value
Added Tax at the prevailing rate.
7 Assumptions and sources of information
An assumption is stated in the Glossary to the Red Book to be a ‘‘supposition taken to be true’’
(‘‘assumption’’). Assumptions are facts, conditions or situations affecting the subject of, or approach
to, a valuation that, by agreement, need not be verified by a valuer as part of the valuation process.
In undertaking our valuations, we have made a number of assumptions and have relied on certain
sources of information. Where appropriate, the Company’s advisers have confirmed that our
assumptions are correct so far as they are aware. In the event that any of these assumptions prove to
be incorrect then our valuations should be reviewed. The assumptions we have made for the purposes
of our valuations are referred to below:
7.1 Title
We have not been provided with title deeds of the Properties, though we have reviewed the legal
due diligence reports and have reflected them in our valuation. We have made an assumption
that the Properties have good and marketable freehold or leasehold title in each case and that
the Properties are free from rights of way or easements, restrictive covenants, disputes or
onerous or unusual outgoings unless shown in the legal due diligence reports. We have also
assumed that the Properties are free from mortgages, charges or other encumbrances, which
would have a negative impact on the value of the Properties.
7.2 Condition of structure and services, deleterious materials, plant and machinery and goodwill
We have reviewed copies of the condition surveys for all of the Properties apart from for
Girona, which is currently under construction. Further to this we have not conducted any
further investigations however when undertaking our valuations have had regard to the
recommendations provided within these condition surveys. We have made an assumption that
the Properties are free from any rot, infestation, adverse toxic chemical treatments, and
structural or design defects, save as disclosed in the relevant surveys.
We have not arranged for investigations to be made to determine whether high alumina cement
concrete, calcium chloride additive or any other deleterious materials have been used in the
construction or any alterations of any of the Properties. For the purposes of these valuations,
unless otherwise informed by the Company’s advisers or apparent from the reports, we have
made an assumption that any such investigation would not reveal the presence of such materials
in any adverse condition.
No mining, geological or other investigations have been undertaken to certify that the sites of
the Properties are free from any defect as to foundations. We have made an assumption that
the load bearing qualities of the sites of the Properties are sufficient to support the buildings
constructed thereon. We have also made an assumption that there are no abnormal ground
conditions, nor archaeological remains present, which might adversely affect the present or
future occupation, development or value of any of the Properties.
No tests have been carried out as to electrical, electronic, heating, plant and machinery,
equipment or any other services, nor have the drains been tested. We have made an assumption
that all services to the Properties are functioning satisfactorily.
No allowance has been made in these valuations for any items of plant or machinery not
forming part of the service installations of the Properties. We have specifically excluded all items
of plant, machinery and equipment installed wholly or primarily in connection with the
occupants’ businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles,
stock and loose tools. Further, no account has been taken in our valuations of any goodwill
that may arise from the present occupation of any of the Properties.
It is a condition of DTZ Debenham Tie Leung Limited or any related company, or any
qualified employee, providing advice and opinions as to value, that the client and/or third
parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or
gives warranties as to, the condition of the structure, foundations, soil and services.
63

7.3 Environmental matters
We have reviewed the Environmental Reports in respect of all of the Properties and we have
incorporated their findings within our valuations. We have not done any investigation and we
assume that if investigations were made to an appropriate extent then nothing would be
discovered sufficient to affect value unless disclosed in the reports. We have not carried out any
investigation into past uses, either of the properties or any adjacent land to establish whether
there is any potential for contamination from such uses or sites, and have therefore assumed
that none exists unless disclosed in the reports.
We have no basis upon which to assess the reasonableness of this assumption. If it were to
prove invalid then the value would fall by an unspecified amount.
Commensurate with our assumptions set out above we have not made any allowance in the
valuation for any effect in respect of actual or potential contamination of land or buildings.
7.4 Areas
We have not measured the properties but have relied on the areas supplied by the Company.
7.5 Statutory requirements and planning
We have made an assumption that, unless otherwise disclosed in the legal due diligence reports,
the buildings have been constructed in full compliance with valid local planning and building
regulations approvals, that where necessary the Properties comply with the legal requirements
and standards and have all necessary certification and are not subject to any outstanding
statutory notices as to their construction, use or occupation. We have made a further
assumption that the existing uses of the Properties are duly authorised or established and that
no adverse planning conditions or restrictions apply.
7.6 Leasing
We have reviewed the leases of each of the properties in conjunction with the Legal Due
Diligence provided by your legal advisors.
We have undertaken investigations into the financial strength of the key tenants at the
Properties. Unless we have become aware by general knowledge, or we have been specifically
advised to the contrary we have made an assumption that the tenants are financially in a
position to meet their obligations. Unless otherwise informed by the Company’s advisers we
have also made an assumption that there are no material arrears of rent or service charges,
breaches of covenants, or current or anticipated tenant disputes.
However, our valuations reflect the type of tenants actually in occupation or responsible for
meeting lease commitments, or likely to be in occupation, and the market’s general perception
of their creditworthiness.
7.7 Information
We have made an assumption that the information the Company and its professional advisers
have supplied to us in respect of the Properties is both full and correct.
It follows that we have made an assumption that details of all matters likely to affect value
within their collective knowledge such as prospective lettings, rent reviews, outstanding
requirements under legislation and planning decisions have been made available to us and that
the information is up to date.
8 Valuation
We are of the opinion that the aggregate of the Market Values of the freehold or leasehold interests
in the Properties described in the Schedule as at 30 September 2006, subject to the assumptions and
comments in this Valuation Report is as follows:
Acquired Assets as at the date of this document:
German Properties A104,700,000
French Properties A91,240,000
Spanish Properties A26,750,000
Belgian Properties A18,500,000
64

Acquired Assets as at the date of this document:
Assets Committed to be Acquired:
German Properties A127,080,000
French Properties A62,100,000
Dutch Properties A25,050,000
Czech Republic Properties A12,900,000
Spanish Properties A11,250,000
Polish Properties A8,750,000
TOTAL MARKET VALUE A488,320,000
(Four Hundred and Eighty Eight Million Three Hundred and Twenty Thousand Euros)
All of the properties as at the date of this letter were either acquired or contractually committed to
be acquired except for Le Delta and Roth which were committed to be acquired on 31 October and 3
November 2006 respectively. The valuations themselves were as at 30 September 2006.
The net initial yield of the portfolio including capital expenditure (net current income/gross Market
Value plus capital expenditure) reflects 6.07%.
9 Confidentiality and disclosure
The contents of this Valuation Report and Schedule may be used only for the Purpose of this
Valuation Report, which is to form part of the Prospectus for the Company. Before this Valuation
Report, or any part thereof, is reproduced or referred to, in any other document, circular or
statement and before its contents, or any part thereof, are otherwise disclosed orally or otherwise to a
third party, the valuer’s written approval as to the form and context of such publication or disclosure
must first be obtained. For the avoidance of doubt, such approval is required whether or not DTZ
Debenham Tie Leung Limited are referred to by name and whether or not the contents of our
Valuation Report are combined with others.
Yours faithfully
PAUL WOLFENDEN
CHARTERED SURVEYOR
DIRECTOR
For and on behalf of
DTZ Debenham Tie Leung Limited
65

German Properties C104,700,000:
Property Sector Description, Age & Tenure
Straussplatz 1,
42697 Solingen,
Germany
Campus
Heusenstamm,
54-64 Jahnstrasse,
Heusenstamm,
Germany
Logistics The Property comprises a
purpose built distribution
warehouse totalling 20,000 sq m.
The warehouse accommodation
is arranged over ground floor
only with additional ancillary
office space arranged over
ground and one upper floor. The
Property was originally
developed in 2005 and is of
concrete frame construction with
profile aluminium cladding. The
Property has a flat roof and
benefits from roof lights across
the main warehouse roof area.
There are 30 dock levelled
loading doors and the property
has double glazed, aluminium
framed windows. The building
has been divided to create three
units each of which is capable of
separate occupation.
Externally, the property benefits
from a large yard area providing
parking for 100 cars and is
monitored by CCTV cameras.
The Property is held freehold.
Offices The Property comprises a
complex of six office buildings
(A to F) constructed in 1975.
The Campus comprises a total of
41,827 sq m of accommodation
and was originally constructed
as a purpose-built conference
and training facility for Deutsche
Telekom staff. Blocks A, B, and
C form three twelve to fifteen
storey office buildings and are
located around a central foyer.
The building complex is
interconnected with one and two
storey buildings D, E and F.
These are used as offices, storage
rooms and rooms for technical
equipment. In addition, there are
a total of 405 car parking spaces,
315 of which are provided in the
form of undercroft parking, with
the remainder provided as
external parking at ground floor
level.
Since its construction the
Property has undergone a
complete refurbishment, with the
exception of the cafeteria, with
renovation works being carried
out in three separate phases
between 2002 and 2005.
The Property is held freehold.
Acquired Assets
Terms of Existing
Tenancies
The Property is let to
Innovations-Club
Strauss
Handelsgesellschaft mbH
& Co. KG on a single
lease expiring in
December 2015. The
lease contains no break
provisions.
The Property is single let
to GMG
Generalmietgesellschaft
on a lease expiring in
December 2020. There
are no break options
within the lease.
66
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
1,010,625 965,003 5.80% 15,800,000
5,356,430 5,231,338 5.62% 88,900,000

French Properties C131,240,000:
Property Sector Description, Age & Tenure
Le Delta, 14
Avenue des
Beguines, 95000
Cergy St
Christophe,
France
Sun, 180 Avenue
De L’Europe,
38330 Grenoble-
Montbonnot,
France
Offices The subject Property is arranged
over 4 stories and comprises a
basement, ground and 3 upper
floors. The building is designed
as 2 conjoined square crosses.
The Property is of reinforced
concrete construction with tinted
double glazed glass panels
separated by coated Aluminium
bars beneath a flat bituminous
seal roof. The building was
constructed in 1988 and has been
refurbished extensively between
2000 and 2004. The building is
situated in the centre of the site
with the parking for the
employees to the west and the
visitor parking and a grass lawn
to the east. In total the property
offers 18,000 sq m of net lettable
area and 512 car parking spaces.
The vendor intends to submit a
planning application requesting
to extend the parking provisions
to a total of 636 spaces.
The Property is held freehold.
Offices The Property comprises a
modern three storey building of
reinforced concrete construction
benefiting from double glazed
windows and a painted concrete
facade set beneath a curved roof.
The building was originally
constructed in 2002 and totals
10,191, sq m. The property
comprises four interconnected
office buildings or wings joined
at ground floor level by an
enclosed walkway.
The Property also benefits from
an employee cafeteria which is
situated at ground floor level.
The building appears to be in
good condition and is fitted out
to a high standard benefiting
from air conditioning, carpeted
flooring and external
surveillance cameras.
Externally the site encompasses
438 car parking spaces,
landscaping areas and two
separate small one-storey
buildings which are used as a
guards’ office and housing for
technical installations. The
guards’ office is arranged over
ground floor only with the
building containing the technical
installations benefiting from
ground floor.
The Property is held freehold.
Terms of Existing Tenancies
The Property is let on 2
separate leases both
expiring in 2015. Both the
leases have break options
one of which is exercisable
in August, with the other
exercisable in September
2012. 4,754 sq m of
accommodation is
currently vacant but is
covered by a vendor rental
guarantee.
The main tenant is Valeo
who occupies 10,423 sq m.
Sun is single let to Sun
Microsystems on a lease
expiring in June 2011, but
the lease contains an
option to determine in
June 2008.
67
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
2,314,795 2,499,758 5.92% 40,000,000
1,421,332 1,421,788 6.41% 20,940,000

Property Sector Description, Age & Tenure
Nova, 10 Rue Jean
Kuntzman, 38330
Grenoble-
Montbonnot,
France
Offices The Property comprises a
modern three-storey building of
reinforced concrete construction
complete with modern double
glazed windows and metal panel
facade set beneath a flat roof.
The building was originally
constructed in 2001 and is
arranged over basement, ground
and one upper floor providing a
total of 4,773 sq m.
The building is square shaped
with a projecting double height
rectangular reception area. The
Property is split into east and
west wings and is arrange
around a central internal
courtyard. A pedestrian corridor
located on the first floor
spanning the courtyard links the
northern and southern parts of
the building. In addition, there
are two lifts and two separate
stairwells which service the
Property allowing each of the
wings to be occupied in isolation.
The main entrance to the
building faces north and leads
onto Rue Jean Kuntzman which
runs from east to west.
Externally, the Property
provides approximately 200 car
parking spaces which are located
to the south and east elevations
of the building.
The Property is held freehold.
Terms of Existing
Tenancies
Nova is let to two
tenants, Euromaster and
Pechiney with leases
expiring in 2012 and 2011
respectively. There are
break option in 2008 and
2009. The gross current
rent passing on the lease
to Euromaster is
A346,562 while the lease
to Pechiney is let off a
gross rent of A341,179 per
annum.
68
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
647,095 671,036 6.55% 9,660,000

Property Sector Description, Age & Tenure
1 Chemin de la
Sauvegarde, 69130
Ecully, Rhone,
France
Fos-Distriport
Logistics Park, Fos
sur Mer, 13270
Marseille, France
Offices The Property comprises three
office buildings constructed in
1999, 2004 and 2005 providing a
total net lettable area of
11,448 sq m. These are known as
the SCOTTS building, the BASF
building and the IBM building.
In addition, there is a fourth
building located at the north of
the site which currently stands
vacant. This building is outside
the ownership of the subject
Property. We have been
informed that this building is due
to be demolished.
There are changing rooms, a sick
room and a post room located
on the ground floor. In addition
there is a restaurant and a small
room used for private lunches
(which seats approximately 10
people), which are operated by
an external subcontractor. This
area is utilised as a central
canteen for employees working
in all three of the buildings.
There is a basement car park
which provides 135 spaces.
The Property is held freehold.
Logistics The Property comprises a high
specification distribution
warehouse facility completed in
August 2005. The warehouse is
arranged over ground floor only
with ancillary office
accommodation arranged over
both ground and one upper floor
and provides a total of
28,279 sq m of accommodation.
The Property is of steel frame
construction with the majority of
the elevations being metal clad
with additional concrete plinths
to the lower parts of the
elevations. The Property is set
beneath a flat roof and benefits
from double glazed aluminium
framed windows. The warehouse
has currently been subdivided to
produce five separate units each
of approximately 5,000 square
metres, allowing separate
occupation of the Property. The
warehousing has an eaves height
of approximately ten metres
height and benefits from 29
roller shutter loading docks.
Externally, the property provides
a large yard area with allocations
for 65 car parking spaces, 7
trucks spaces and 42 container
spaces.
The Property is held freehold.
Terms of Existing
Tenancies
The Property is fully let
under 4 leases expiring
between 2008 and 2014.
2 of the leases contain
break clauses.
The main tenancy at the
Property is a lease to
Compagnie IBM France
who lease 3,676 sq m of
accommodation on a
lease expiring in
November 2014. The
lease also contains a
break option exercisable
in November 2011. The
current gross rent passing
under the lease is
A770,217 per annum.
The Property is let on
3 separate leases that
expire between 2014 and
2015. Two of the leases
contain break options
that are exercisable in
2008 and one in 2009. In
addition there is
currently 5,240 sq m of
vacant accommodation
over which there is a
vendor rental guarantee.
The main lease at the
Property is to SDV. The
lease expires in February
2014, although the tenant
also benefits from an
option to break in
February 2008. The
current gross passing rent
under this lease is
A533,347 per annum.
69
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
2,377,100 2,204,889 6.48% 32,100,000
1,272,942 1,245,376 5.95% 19,700,000

Property Sector Description, Age & Tenure
Nissin, Allée des
Primevéres, ZAC
du Ferrier, 60440
Nanteuil Le
Haudoin, France
Logistics The Property comprises a
modern two-storey office
building and single storey
attached warehouse constructed
in 2005. The Property is
rectangular shaped and is
arranged as two separate units
providing a total of 10,740 sq m
of accommodation. Externally
the Property benefits from 20 car
parking spaces and 3 truck
spaces. In addition, there is a
tower to store specially treated
water for the sprinkler system
and a small reservoir to hold
normal water in case of a fire.
Logistics facilities occupied by
Houzeau and GEB are located
to the east of the site with the
other site boundaries adjoining
agricultural land.
The Property is held freehold.
Terms of Existing
Tenancies
The Property is single let
to Nissin on a lease
expiring in April 2014.
The lease contains a
break clause exercisable
in December 2011.
70
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
590,700 585,920 6.25% 8,840,000

Spanish Properties C26,750,000:
Property Sector Description, Age & Tenure
Plot 14A & B,
Avenida Rio
Henares, Alovera,
Guadalajara, 19208
Madrid, Spain
Logistics The Property comprises two
semi-detached distribution
warehouse units arranged over
ground floor only, together with
ancillary office accommodation
built over two storeys. The
Property is of relatively new
construction and is composed of
two separate yet attached
buildings that were constructed
in different stages. The original
portion of the building, known
as Plot 14A, was constructed in
2000, with the additional
extension, Plot 14B, added in
2004. Both sections of the
property are of similar
construction and specification
and together provide a total of
35,196 sq m of accommodation.
The warehouse accommodation
is of steel frame construction,
with corrugated steel cladding.
In addition there is concrete to
the lower parts of the facades
extending to approximately one
meter in height. The Property
has a total of 26 loading doors,
12 of which have canopies and
22 which have hydraulic loading
platforms. There are a total of
45 car parking spaces which are
shared between plots 14A & B.
The Property is held freehold.
Terms of Existing
Tenancies
The Property is let to a
single tenant, Tech Data
Espana, under two
separate leases. Both
leases expire in 2018,
however, the leases also
contain break provisions
which are exercisable in
2008/9.
71
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
1,596,389 1,615,591 5.63% 26,750,000

Belgian Properties C18,500,00:
Property Sector Description, Age & Tenure
Campus Remy,
Remylaan 4B/4C,
3018 Wijgmaal,
Belgium
Office The Property comprises an office
building originally constructed
in the mid 1980s. The Property is
arranged over ground and four
upper floors and has recently
undergone refurbishment. The
Property comprises a total of
10,204 sq m of office
accommodation.
Externally, the Property is of
concrete frame construction with
walls clad in full height red
brickwork with a stone plinth
extending to approximately one
meter in height. In addition there
is a glass canopy structure to the
entrance lobby at ground floor
level. The property benefits from
aluminium double glazed
windows to all upper floors and
double height aluminium
windows to the ground floor.
Full height aluminium windows
are also present at each floor
level continuing above the
entrance feature. All windows
and external doors were replaced
or repaired during the
refurbishment. The Property is
set beneath a flat roof. The
Property benefits from a car
park which provides a total of
139 parking bays.
The Property is held freehold.
Terms of Existing
Tenancies
The Property is multi-let
on 13 leases. The leases
have expiry date ranging
between 2012 and 2017.
However, some of these
leases also contain break
options. In addition there
is currently 387 sq m of
vacant accommodation
over which a rental
guarantee has been
provided.
The main tenant
occupying the premises is
KVLV. This tenant
occupies accommodation
under three separate
leases expirying between
April 2014 and
December 2017.
72
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
1,173,150 1,293,348 6.95% 18,500,000

German Properties C127,080,000:
Property Sector Description, Age & Tenure
Herzebrocker
Straße 21, 25 and
27, Rheda-
Wiedenbrück
33378, Gütersloh,
Germany
Retail
Warehouse
Assets Committed to be Acquired
The Property comprises a parade
of three retail units constructed
in 2003. The units are currently
utilised as a Do-It-Yourself
centre, a beverage store and a
storage building. The Property
provides a total of 9,200 sq m.
Externally, all of the units are of
similar appearance and are of
reinforced concrete frame
construction complete with red
brick façades to the front and
painted concrete and plate panel
façades to the rear. The Property
is set beneath a flat roof and
benefits from aluminium double
glazed windows to the upper
floors and double height
aluminium windows to the
ground floor. The Property
benefits from a blocked paved
car parking which provides
parking for a total of 359 cars.
The Company also has an option
to purchase the adjacent
supermarket scheme. This is a
new development currently
under construction and is due to
comprise a net lettable area
950 sq m. Upon completion the
Property will be let to a
supermarket discounter.
The Property will be held
freehold.
Terms of Existing
Tenancies
The majority of the
Property is let on a single
lease to AVA Baumarkt
GmbH, expiring in
December 2023. The
remainder of the
Property (800 sq m) is
covered by a 10-year
rental guarantee
provided by the vendor.
73
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
877,680 846,965 6.25% 12,930,000

Property Sector Description, Age & Tenure
Riesapark 2, 01587
Riesa, Germany
‘‘Valentin
Passage’’, Sieh-
Dich-Für-Weg 4, 6,
8, 10, 12 &
Hauptstraße 46, D
91154 Roth,
Germany
Shopping
Centre
Mixed
Use
The subject Property comprises a
shopping mall complex with
42 smaller shops and
restaurants, 16 specifically
related shops and a car service
area. In addition a petrol station
and a car dealer are located at
the site. The Property comprises
a total of 52,043 sq m.
The main building complex
consists of three rectangular
parts A, B and C, which are
connected in a semicircular
manner. The construction of
part A and B was completed in
1992, with the addition of part C
commencing later in 1993. The
majority of the Property is
arranged over ground floor only
and benefits from eighteen
separate public entrances. The
site borders along
Riesaparkstrasse and the corner
of Rostocker Strasse.
The Property is a well specified
double storey complex extending
from basement to ground floor
comprising of concrete steel
construction complete with
painted concrete/metal sheeting
facade and glass frontages
beneath a combination of
pitched glass, barrel, shed and
flat roofing.
Externally, the Property benefits
from extensive parking
provisions with the parking area
comprising a total of 1,800
parking bays situated to the
front and rear of the Property.
The Property will be held
freehold.
The property has four storeys,
and comprises a mixed-use
shopping mall complex,
encompassing a Marktkauf
Supermarket, 9 smaller shops,
1 office suite, 2 medical suites
and 26 residential flats, plus an
attic floor and a basement
including parking lots.
The main building has a gross
floor area of approximately
15,000 sq m, which comprises 60
per cent retail, 30 per cent
residential and 10 per cent office/
medical use. The property was
constructed between 1996 and
1997 and the main building has
four storeys plus an attic floor
and a basement level for
parking.
Up until 1995 the northern site
was occupied as both a factory
that made Christmas decorations
and as a brewery, while the site
south of Sieh-Dich-Für-Weg was
a green field site.
The Property will be held
freehold.
Terms of Existing
Tenancies
The Property is multi-let
with an average
unexpired term at the
date of valuation of
approximately 4.5 years.
The anchor tenant at the
Property is Real SB-
Warenhaus GmbH who
occupies 8,899 sq m of
accommodation on a
lease expiring in August
2012. The current gross
rent passing under the
lease is A1,051,425 per
annum.
The Property is multi-let
with a large proportion
of the income secure
against the anchor
tenant, AVA Marktkauf,
under a lease expiring in
April 2017. The current
gross rent under this
lease is A1,136,888 per
annum. All of the
residential leases are
open-ended.
74
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
4,012,633 3,879,591 6.26% 57,340,000
1,254,831 1,315,671 5.89% 21,310,000

Property Sector Description, Age & Tenure
Von der Hecke,
34355 Lutterburg,
Germany
Logistics The subject Property comprises a
modern 52,500 sq m warehouse
facility together with three
separate office buildings. The
warehousing has been subdivided
to create five separate
units all of which are capable of
separate occupation. The
property was purpose built for
Deutsche Post and was
constructed in 2005.
The warehousing
accommodation is arranged over
ground floor only and is of precast
concrete frame construction
clad with yellow profile metal
sheeting. The property also has a
concrete plinth to the lower
section of the building. The
warehousing is set beneath a flat
metal roof. Access to the
warehousing is provided by a
total of 40 electronic roller
shutter doors and four metal fire
doors.
The Property will be held
freehold.
Terms of Existing
Tenancies
The Property is let on a
single lease to Deutsche
Post Immobilien GmbH
expiring in March 2016.
The lease contains a
break option that is
exercisable in March
2011.
75
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
2,598,750 2,254,003 6.08% 35,500,000

French Properties C22,100,000:
Property Sector Description, Age & Tenure
13B, 13C and 13D
avenue Albert
Einstein,
Villeurbanne,
Rhône, France
Logistics The Property was constructed
between the years 2002-2005 and
consists of three adjacent
3-storey office buildings with a
company restaurant, ancillary
premises and underground car
parking spaces providing 39 car
parking spaces. The total lettable
area of the Property amounts to
approximately 6,372 sq m.
The Property is of steel frame
construction with sheet metal
panel cladding set beneath a flat
asphalt covered roof. The
windows are tinted and doubleglazed
and have plain decoration
detail below the frame. The
Property is arranged over
basement, ground, first, second
and third floors and benefits
from a glazed full height
entrance.
The Property will be held
freehold.
Terms of Existing
Tenancies
The Property is let to a
single tenant, Merial
SAS, on two separate
leases. One of the leases
expires in 2012 with the
other expiring in 2014.
76
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
1,178,800 1,366,000 5.82% 22,100,000

Dutch Properties C25,050,000:
Property Sector Description, Age & Tenure
Casablancaweg,
Amsterdam, The
Netherlands
Lingewei 6 in Tiel,
The Netherlands
Logistics The subject property comprises a
total of 9,199 sq m with
approximately 8,049 sq m
utilised as warehousing and
350 sq m as office space. The
remaining 800 sq m is in the
form of a mezzanine floor.
The building was constructed in
2006 and is made of a steel
construction under a flat roof
with synthetic window frames
with insulating glass. Fifteen
loading docks are situated on the
ground floor. A mezzanine is
situated above the loading
docks. The clear height of the
warehouse is approximately
10 metres. The building is
provided with sprinkler systems.
Outside the building is a buffer
of steel which is responsible for
the water supply.
The extended building at the
front of the subject property
consists of two floors. The
ground floor is in use as office
space. The office rooms are
equipped with an electrical
installation and cable ducts to
enable data and telephone
wiring. The first floor is equipped
with sanitary facilities, canteen,
pantry and changing rooms.
The area surrounding the
building is paved with concrete
clinkers and asphalt. Parking is
available on the site behind and
next to the property. There are
ample of car-parking facilities on
the site.
The Property will be held
leasehold.
Logistics The Property comprises a single
storey logistics warehouse with
ancillary offices in the form of a
first floor mezzanine annex. Both
parts of the Property were
constructed between mid 2005
and mid 2006. The Property is of
steel frame construction clad
with prefabricated isolated
sandwich elements covered with
aluminium sheets. The property
benefits from double glazing and
aluminium windows frames and
is set beneath a flat steel roof
which has been covered with a
PVC roofing membrane.
The warehousing
accommodation benefits from
36 loading docks and has a clear
eaves height of 10.8 metres. The
Property provides a total of
20,849 sq m of accommodation.
The Property will be held
freehold.
Terms of Existing
Tenancies
The Property is let on a
single lease to Christian
Salvesen expiring in July
2015. The lease contains
a break option that is
exercisable by the tenant
in July 2009.
The Property is let on a
single lease to DHL
Solutions (Netherlands)
B.V. expiring in April
2016. The lease contains
a break option that is
exercisable by the tenant
in April 2011.
77
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
455,400 420,193 6.21% 6,250,000
1,238,490 1,237,291 6.13% 18,800,000

Czech Republic Properties C12,900,000:
Property Sector Description, Age & Tenure
Modletice, 301/11,
Modletice, Prague,
Czech Republic
Logistics The Property comprises a large
warehouse complete with
mezzanine floor and ancillary
office space. The property was
constructed in 2005 with the
development completing in
January 2006. The office
accommodation is constructed
over two floors and adjoins the
warehouse, whilst the mezzanine
is built over the complete length
of the warehouse
accommodation. The Property
provides a total net lettable floor
area of 17,114 sq m.
Externally, the property is of
concrete frame construction with
a profile metal clad façade and is
set beneath a corrugated steel
roof. The accommodation has a
clear eaves height of
approximately 12.20 m. The
Property benefits from outside
hardstands in concrete block
paving, a parking area for
around 39 cars and 8 trucks
(HGVs).
The Property will be held
freehold.
Terms of Existing
Tenancies
The Property is single let
on a lease to BAX Global
expiring in June 2018.
The lease contains a
tenant break option that
is exercisable in June
2009.
78
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
889,515 895,042 6.95% 12,900,000

Spanish Properties C11,250,000:
Property Sector Description, Age & Tenure
Girona, 17457
Riudellots de la
Selva, Girona (Ctra
Aeropuert s/n),
Spain
Logistics The property is a logistic
development and is currently
under construction. The
construction is subject to final
confirmation.
The property comprises a
warehouse measuring 11,007 sq m
with 11 dock levelled loading
bays with drive-in pits and single
sectional door. The office
building is an integral part of the
warehouse is to be constructed
over two storeys with floor to
ceiling height of 2.7 metres,
which will incorporate perimeter
electricity trunking, airconditioning
and heating.
There will be 36 car parking
spaces and 6 truck parking
spaces to be laid in asphalt.
The Property will be held
freehold.
Terms of Existing
Tenancies
The Property will be let
on a single lease to BAX
Global expiring in May
2015. The lease contains
a break option which is
exercisable by the tenant
in May 2009.
79
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
726,100 715,688 6.06% 11,250,000

Polish Properties A8,750,000:
Property Sector Description, Age & Tenure
Grodzisk
Mazowiecki,
Warsaw, Poland
Logistics The Property comprises a high
specification distribution
warehouse facility completed in
April 2006. The warehouse is
arranged over ground floor only
with ancillary office
accommodation arranged over
both ground and one upper floor
and provides a total of
16,030 square meters of
accommodation. The Property is
of concrete columns and steel
frame construction. The
Property is set beneath a flat roof
and benefits from double glazed
aluminium framed windows. The
warehousing has an eaves height
of approximately ten metres
height and benefits from
15 loading docks with electronic
levellers.
The property provides a yard
area with allocations for 50 car
parking spaces and 5 trucks
spaces. The site is surrounded
with a 2.5 metres high security
fence.
The Property will be held
freehold.
Terms of Existing
Tenancies
The Property is single let
on a lease to GEFCO Sp.
zo.o expiring in March
2011.
80
Estimated
Net
Annual
Rent
Net
Annual
Rent
Net
Initial
Yield
Market
Value
603,009 597,667 6.83% 8,750,000

Part VII
Historical Financial Information
Terms defined in the Prospectus dated 24 November 2006 have the same meanings in this section.
KPMG
KPMG LLP, Transaction Services
38th Floor
One Canada Square
United Kingdom
London, E14 4AG
Private & confidential
The Directors
Invista European Real Estate Trust SICAF
25B Boulevard Royal
L-2449 Luxembourg
Luxembourg
Dear Sirs
Tel: 0207 311 1000
Fax: 0207 311 4077
24 November 2006
Invista European Real Estate Trust SICAF (the ‘‘Company’’)
We report on the financial information set out on pages 82 to 98. This financial information has been
prepared for inclusion in the prospectus dated 24 November 2006 of Invista European Real Estate
Trust SICAF (the ‘‘Prospectus’’) on the basis of the accounting policies set out in Part I of the
Prospectus. This report is required by paragraph 20.1 of Annex I of The Commission Regulation 809/
2004/EC of 29 April 2004 implementing Directive 2003/71/EC (the ‘‘Prospectus Directive Regulation’’)
and is given for the purpose of complying with that paragraph and for no other purpose.
Responsibilities
The Directors of the Company are responsible for preparing the financial information on the basis of
preparation set out in note 2.1 to the financial information.
It is our responsibility to form an opinion on the financial information and to report our opinion to
you.
Save for any responsibility imposed by law or regulation to any person as and to the extent there
provided to the fullest extent permitted by law we do not assume any responsibility and will not
accept any liability to any other person for any loss suffered by any such other person as a result of,
arising out of, or in accordance with this report or our statement, required by and given solely for
the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation,
consenting to its inclusion in the Prospectus.
Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting issued by the
Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence
relevant to the amounts and disclosures in the financial information. It also included an assessment of
the significant estimates and judgments made by those responsible for the preparation of the financial
information and whether the accounting policies are appropriate to the entity’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our work so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that
the financial information is free from material misstatement whether caused by fraud or other
irregularity or error.
Opinion
In our opinion, the financial information gives, for the purposes of the Prospectus, a true and fair
view of the state of affairs of Invista European Real Estate Trust SICAF as at the date stated and of
its profits, cash flows and changes in equity for the period then ended in accordance with the basis of
preparation set out in note 2.1.
Yours faithfully
KPMG LLP
81

INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Consolidated Balance Sheet
as at 30 September 2006
ASSETS Notes B
Investment property 5 210,590,000
Future commitment for investment property 5 21,275,000
Deferred tax assets 11 812,687
Non-current assets 232,677,687
Trade and other receivables 6 4,670,827
Prepayments 7 1,064,717
Cash and cash equivalents 8 4,257,200
Current assets 9,992,744
Total assets 242,670,431
EQUITY
Share capital 9 6,921,510
Hedging reserve 9 852,921
Retained earnings 9 (7,779)
Total equity attributable to the Company’s equity holders 7,766,652
LIABILITIES
Interest bearing loans and borrowings 10 50,218,350
Deferred tax liabilities 11 11,759,006
Non-current liabilities 61,977,356
Interest bearing loans and borrowings 10 144,165,995
Investment property commitment payables 5 21,275,000
Trade and other payables 12 7,485,428
Current liabilities 172,926,423
Total liabilities 234,903,779
Total equity and liabilities 242,670,431
Net asset value per Share 19 11.22
The accompanying notes form an integral part of these consolidated financial statements.
82

INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Consolidated Income Statement
For the period from 6 June 2005 to 30 September 2006
Notes B
Rental income 13 9,988,010
Property operating expenses (355,385)
Net rental income 9,632,625
Net valuation gains on investment property 5 17,850,034
Expenses
Professional fees 14 (2,501,694)
Investment management fees 14 (1,520,007)
General & administration expenses 14 (666,761)
Goodwill impairment 15 (4,603,616)
Total expenses (9,292,078)
Net operating profit before net finance cost 18,190,581
Finance expenses 16 (11,329,583)
Finance income 14,076
Net finance cost (11,315,507)
Profit before tax 6,875,074
Taxation 17 (6,882,853)
Loss for the period attributable to the equity holders of the Company (7,779)
Basic and diluted earnings per Share 18 (0.01)
The accompanying notes form an integral part of these consolidated financial statements.
83

INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Consolidated Statement of Changes in Equity
For the period from 6 June 2005 to 30 September 2006
Attributable to equity holders of the parent Company
Share
capital
Hedging
reserve
Loss for
the period
Total
equity
At incorporation on June 6, 2005 33,000 — — 33,000
Total recognised income and expense — 1,212,052 (7,779) 1,204,273
Deferred tax on hedging reserve — (359,131) — (359,131)
Shares issued in the period 6,888,510 — — 6,888,510
Balance as at September 30, 2006 6,921,510 852,921 (7,779) 7,766,652
The accompanying notes form an integral part of these consolidated financial statements.
84

INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Consolidated Statement of Cash Flows
For the period from 6 June 2005 to 30 September 2006
Total
B
Operating activities
Loss for the period (7,779)
Adjustment for
Net valuation gains on investment property (17,850,034)
Net finance cost 11,294,641
Taxation 6,882,853
Impairment of goodwill 4,603,616
Operating profit before changes in working capital and provisions 4,931,076
Increase in trade and other receivables (4,509,011)
Increase in trade and other payables 4,738,481
Cash generated from operations 5,152,767
Interest paid (4,013,896)
Interest received 14,076
Tax paid (315,434)
Net cash flows from operating activities 837,513
Investing activities
Acquisition of investment property (192,739,966)
Cash flows from investing activities (192,739,966)
Financing activities
Proceeds on issue of shares 6,921,510
Draw down of short term bank loan 146,941,800
Draw down of long term loan 50,218,350
Finance costs paid on arrangement of long term loan (8,935,624)
Cash flows from financing activities 195,146,036
Net increase in cash and cash equivalents for the period 3,243,583
Opening cash and cash equivalents —
Cash included in acquired entities 1,013,617
Total cash and cash equivalents 4,257,200
The accompanying notes form an integral part of these consolidated financial statements.
85

INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
1. General Information
INVISTA EUROPEAN REAL ESTATE TRUST SICAF (‘‘the Company’’) was incorporated as a
‘‘société anonyme’’ under the laws of Luxembourg on 6 June, 2005. Through its subsidiaries (together
‘‘the Group’’) its main activity is to evaluate, make and actively manage direct and indirect
investments in real estate in Continental European countries. During the period, its first financial
period, the Group has built its investment portfolio through acquisitions in Spain, Germany, France
and Belgium.
The Company is a limited liability company incorporated for an unlimited term. The registered office
of the Company is established at 25B, Boulevard Royal, L-2449 Luxembourg.
These consolidated financial statements have been approved for issue by the Board of Directors on
24 November 2006.
2. Significant accounting policies
2.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with
International Financial Reporting Standards (IFRS) and interpretations adopted by the International
Accounting Standards Board (IASB).
The consolidated financial statements are presented in Euro, which is the Group’s functional and
presentation currency.
The preparation of financial statements in conformity with IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgment in the process of applying
the Company’s accounting policies. The areas involving a higher degree of judgment or complexity or
areas where assumptions and estimates are significant to the consolidated financial statements are
disclosed in note 4.
2.2 Basis of consolidation
Subsidiaries
Subsidiaries are all entities over which the Company has the power to govern the financial and
operating policies generally accompanying a shareholding of more than one half of the voting rights.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company.
They are de-consolidated from the date control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the
Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments
issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to
the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair values at the acquisition date, irrespective of
the extent of any minority interests. The excess of the cost of acquisition over the fair value of the
Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition
is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised
directly in the income statement.
The assets and liabilities of the subsidiaries and its results are fully reflected in the consolidated
financial statements. Intercompany transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Company.
2.3 Segment reporting
A business segment is a group of assets and operations engaged in providing products or services that
are subject to risks and returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services within a particular economic
86

INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
environment that are subject to risks and returns that are different from those of segments operating
in other economic environments.
The Group’s investment objective is across various property sectors and Continental European
countries, but the Group is managed on a single, European, basis.
2.4 Derivative financial instruments
The Group uses derivative financial instruments to hedge its exposure to interest rate risks arising
from operational, financing and investment activities. Derivatives that do not qualify for hedge
accounting are accounted for as trading instruments.
Derivatives are initially recognised at fair value. Subsequent to initial recognition, derivative financial
instruments are remeasured at fair value. The gain or loss on remeasurement to fair value is
recognised immediately in the income statement. However, where derivatives qualify for hedge
accounting, the recognition of any resultant gain or loss depends on the nature of the item being
hedged (see note 2.5).
2.5 Hedging
(a) Cash flow hedges
The effective portion of changes in fair value of derivatives that are designated and qualify as
cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion, if
any, is recognised immediately in the income statement.
When a hedging item expires or is sold, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss at that time remains in equity and is recognised in the
income statement when the transaction occurs. If the hedged transaction is no longer expected
to occur, the cumulative gain or loss that was reported in equity is immediately transferred to
the income statement.
(b) Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of
any derivative instruments that do not qualify for hedge accounting are recognised immediately
in the income statement.
2.6 Investment property
Property held for long-term rental yields or for capital appreciation or for both, and that is not
occupied by the Group, is classified as investment property.
Investment property comprises freehold land, freehold buildings, land held under operating lease and
buildings held under finance lease.
Investment property is initially recognised at cost, including related transaction costs. After initial
recognition, investment property is carried at fair value. Fair value is based on active market prices,
adjusted, if necessary, for any difference in the nature, location or condition of the property.
Valuations are performed by an independent expert, DTZ Debenham Tie Leung, in accordance with
the guidance issued by the Royal Institution of Chartered Surveyors (the ‘‘RICS’’). Market valuation
s are carried out on a quarterly basis.
Property acquisitions are recognised in the balance sheet at their contractual value where
unconditional commitments have been entered into prior to the balance sheet date.
Any gain or loss arising from changes in fair value is recognised in the income statement.
2.7 Impairment of assets
Assets, including goodwill, but excluding investment property carried at fair value, that have an
indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets
that are subject to amortisation or depreciation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable.
87

INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash flows.
Impairment losses are recognised in the income statement.
2.8 Trade and other receivables
Trade and other receivables are stated at their cost less any impairment losses.
2.9 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term
highly liquid investments with original maturities of three months or less, and bank overdrafts.
2.10 Share capital
Ordinary shares
Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares,
other than on a business combination, are shown as a deduction, net of tax, in equity from the
proceeds.
Share issue costs incurred directly in connection with a business combination are included in the cost
of acquisition.
Dividends are recognised in the period in which they are paid.
2.11 Borrowings
Shareholder Loans
Shareholder Loans obtained from the Company’s shareholders are classified as long term debt
because of their repayment and remuneration features.
Bank loans
Bank borrowings are classified as current liabilities unless the Company has an unconditional right to
defer settlement of the liability for at least 12 months after the balance sheet date.
Interest-bearing borrowings are recognised initially at the fair value of the consideration received, less
attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated
at amortised cost with any difference between cost and redemption value being recognised in the
income statement over the period of the borrowings on an effective interest basis.
Non-interest bearing loans may be granted to the Company by its shareholders for working capital
purposes. These loans are always of a short-term nature with a definite intention of repayment within
a limited (usually less than a year) time frame. Consequently, they are treated as borrowings and not
as equity.
Financing costs incurred in obtaining a debt facility are capitalised and amortised over the period of
the facility using the effective interest rate method.
2.12 Deferred income tax
Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial
statements.
However, deferred income tax is not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the balance sheet date and are expected to
88

INVISTA EUROPEAN REAL ESTATE TRUST SICAF
apply when the related deferred income tax asset is realised or the deferred income tax liability is
settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries,
except where the timing of the reversal of the temporary difference is controlled by the Group and it
is probable that the temporary difference will not reverse in the foreseeable future.
Investment property
Deferred income tax is provided on all temporary differences arising on fair value of buildings and
land held by the Group as investment properties even when they are located in special purpose
entities, which are themselves held by a company based in Luxembourg. Each special purpose entity
is established to hold one specific project.
2.13 Provisions
A provision is recognised in the balance sheet when the Group has a legal or constructive obligation
as a result of a past event, and it is probable that an outflow of economic benefits will be required to
settle the obligation and the amount can be reliably estimated. If the effect is material, provisions are
determined by discounting the expected future cash flows at a pre-tax rate that reflects current market
assessment of the time value of money and, where appropriate, the risks specific to the liability.
2.14 Trade and other payables
Trade and other payables are stated at their cost.
Notes to the Consolidated Financial Statements
as at 30 September 2006
2.15 Revenue recognition
Rental income
Rental income from investment properties is accounted for on a straight-line basis over the term of
the ongoing leases and is shown gross of any income tax. Any material premiums or rent-free periods
are spread evenly over the lease term.
Interest income
Interest receivable derives from cash held in current and deposit accounts throughout the period and
is accounted for on an accruals basis.
Sale of investment property
Revenue from the sale of investment property is recognised in the income statement when the
significant risks and rewards of ownership have been transferred to the buyer.
2.16 Expenses
Property operating expenses
Property operating expenses are expensed when incurred.
Financing costs
Financing costs comprise interest payable on borrowings calculated using the effective interest rate
method, net of interest capitalised.
3. Financial risk management
3.1 Financial risk factors
The Group holds cash and liquid resources as well as having debtors and creditors that arise directly
from its operations.
The Group has entered into interest rate swap contracts which are used to limit exposure to interest
rate risks but does not have any other derivative instruments.
89

INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
The main risks arising from the Group’s financial instruments and properties are market price risk,
credit risk, liquidity risk and interest rate risk. The Board regularly reviews and agrees policies for
managing each of these risks and these are summarised below.
Market price risk
Rental income and the market value for properties are generally affected by overall conditions in the
local economy, such as changes in gross domestic product, employment trends, inflation and changes
in interest rates. Changes in gross domestic product may also impact employment levels, which in
turn may impact the demand for premises. Furthermore, movements in interest rates may also affect
the cost of financing for real estate companies.
Both rental income and property values may also be affected by other factors specific to the real
estate market, such as competition from other property owners, the perceptions of prospective tenants
of the attractiveness, convenience and safety of properties, the inability to collect rents because of
bankruptcy or the insolvency of tenants or otherwise, the periodic need to renovate, repair and release
space and the costs thereof, the costs of maintenance and insurance, and increased operating
costs.
The Directors monitor the market value of investment properties by having independent valuations
carried out quarterly by DTZ Debenham Tie Leung.
Credit risk
Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a
commitment that it has entered into with the Group. In the event of default by an occupational
tenant, the Group will suffer a rental income shortfall and incur additional costs, including legal
expenses, in maintaining, insuring and re-letting the property. The Investment Manager reviews
reports prepared by Experian, or other sources, to assess the credit quality of the Group’s tenants
and aims to ensure there are no excessive concentrations of risk and that the impact of any default
by a tenant is minimised.
In respect of credit risk arising from other financial assets of the Group, which comprise cash and
cash equivalents, the Group’s exposure to credit risk arises from default of the counterparty with a
maximum exposure equal to the carrying amounts of these instruments. In order to mitigate such
risks the majority of the Group’s cash is maintained with major international financial institutions.
Liquidity risk
Liquidity risk is the risk that the Group will encounter in realising assets or otherwise raising funds
to meet financial commitments.
The Group’s investments comprise European commercial property. Property and property related
assets are inherently difficult to value due to the individual nature of each property. As a result,
valuations are subject to substantial uncertainty. There is no assurance that the estimates resulting
from the valuation process will reflect the actual sales price even where such sales occur shortly after
the valuation date.
Investments in property are relatively illiquid. However the Group has tried to mitigate this risk by
investing in desirable properties in prime locations.
Interest rate risk
The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s
long-term debt obligations.
The Group manages its cash flow interest rate risk by using floating to fixed interest rate swaps.
Such interest rate swaps have the economic effect of converting borrowings from floating rate to fixed
rate.
Foreign exchange risk
The Group’s exposure to foreign exchange risk is minimal. There are only a small number of
transactions which are not in the Group’s reporting currency.
90

INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
3.2 Accounting for derivative financial instruments and hedging activities
The Company documents, at the inception of the transaction, the relationship between hedging
instruments and hedged items, as well as its risk management objective and strategy for undertaking
various hedge transactions. The Company also documents its assessment, both at hedge inception and
on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly
effective in offsetting changes in fair value or cash flows of hedged items.
3.3 Fair value estimation
The fair value of financial instruments traded in active markets is based on quoted market prices at
the balance sheet date. The quoted market price used for financial assets held by the Company is the
current bid price; the appropriate quoted market price for financial liabilities is their current asking
price.
The fair value of financial instruments that are not traded in an active market is determined by using
valuation techniques. The fair value of interest-rate swaps is calculated as the present value of
estimated future cash flows.
4. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other
factors. These include expectations of future events that are believed to be reasonable under the
circumstances.
4.1 Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
(a) Income taxes
The Group is subject to income taxes in several jurisdictions. Significant judgement is required in
determining the Group’s provision for income taxes. There are some transactions and calculations for
which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax
audit issues based on estimates whether additional taxes will be due. When the final tax outcome of
these matters is different from the amounts that were initially recorded, such differences will impact
the income tax and deferred tax provisions in the period in which such determination is made.
(b) Estimate of fair value of investment property
The Group considers all of the properties that it owns and any property that it may lease as
investment property under IFRS. Investment property is initially recognised at acquisition cost by the
Company on its balance sheet, including related transaction costs. After initial recognition, investment
property is carried at fair value. Valuations are performed by an independent expert, DTZ Debenham
Tie Leung, in accordance with the guidance issued by the Royal Institution of Chartered Surveyors
(the ‘‘RICS’’). Fair value is based on active market prices, adjusted, if necessary, for any difference in
the nature, location or condition of the property. If this information is not available, the Company
uses alternative valuation methods such as recent prices on less active markets or discounted cash
flow projections. The Company currently does not have any investment property being redeveloped
for continuing use as an investment property or for which the market has become less active. The fair
value of investment property reflects, amongst other things, rental income from current leases and
assumptions about rental income from future leases in the light of current conditions. The fair value
of a property also reflects, on a similar basis, any cash outflows that could be expected in respect of
such property. Some of those outflows are recognised as a liability, including finance lease liabilities
in respect of land classified as investment property, whereas others, including contingent lease
liabilities in respect of land classified as investment property and contingent rent payments, are not
91

ecognised in the financial statements. Any gain or loss arising from changes in fair value is
recognised in the income statement.
4.2 Critical judgements in applying the Company’s accounting policies
The Company determines whether a property qualifies as investment property. In making its
judgement the Company considers whether the property generates cash flows largely independently
from the other assets held by an entity.
5. Investment property
2006
B
Acquisitions 192,739,966
Fair value adjustment 17,850,034
Balance at September 30, 2006 210,590,000
The carrying amount of investment property is the market value of the property, as determined by
DTZ Debenham Tie Leung a registered independent appraiser having appropriate recognised
professional qualifications and experience in the location and category of the properties being valued.
Market values were determined having regards to recent market transactions for similar properties in
the same location as the Group’s investment property.
At September 30, 2006, all properties of the portfolio were subject to registered mortgages in order to
secure bank loans.
The future commitment of A 21,275,000 represents the contractual value of a property recognised by
virtue of an unconditional commitment being entered into by the Group prior to the balance sheet
date.
6. Trade and other receivables
INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
2006
B
Rent receivable 1,483,203
VAT receivable 1,724,800
Fair value of interest rate swap 1,212,052
Other receivables 250,772
4,670,827
VAT receivable
The VAT receivable principally relates to VAT paid on the acquisition of an investment property in
France.
Fair value of interest rate swap
This item comprises the fair market value of an interest rate-swap contract entered into by the
Company. The notional principal amount of the outstanding interest-rate swap contract at September
30, 2006 was A 92 million (Refer to note 9).
As at September 30 2006 the fixed interest rate is 3.49 per cent., whilst the floating rate is 3.417 per
cent.
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7. Prepayments
Prepayments represent fees that have been charged to the Group for future committed acquisitions
(see also note 23). These fees will eventually be added to the capitalized acquisition cost of the
properties once acquired.
8. Cash and cash equivalents
2006
B
Bank balances 4,257,200
Cash and cash equivalents in the statement of cash flows 4,257,200
Certain bank accounts have been pledged in favour of Bank of Scotland under the terms of account
pledge agreements. These are related to loan agreements concluded by subsidiaries of the Company
and Bank of Scotland for the purposes of financing acquisitions of investment property.
9. Capital and reserves
Share capital
Ordinary shares
Number of Number of
Total
Number of
A shares B shares shares
Issued at incorporation 3,299 1 3,300
Issued for cash during the period 458,135 230,716 688,851
Issued at September 30, fully paid 461,434 230,717 692,151
All shares have a par value of A 10.
INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. The difference in rights attached to the
class A and B shares relate to the power to propose A and B directors.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of
the cash flow hedging instruments, where the hedging transaction has not yet occurred, net of related
deferred taxation of A 359,131.
10. Interest bearing loans and borrowings
On 5 July 2005 the Company contracted a debt facility with Bank of Scotland for A 450 million.
Amounts drawn down under the Agreement are secured against the Group’s investment properties. At
the balance sheet date an amount of A 146,941,800 had been drawn down. The facility was converted
to a 364 day facility on 28 June 2006, extending the term for a further twelve months with a renewal
fee of 0.3 per cent. of the aggregate amount of undrawn commitments.
In addition, the Company borrowed from its shareholders amounts under Profit Participating Loan
arrangements. Interest on these loans is calculated as a function of the profit of the Company’s
underlying investments. For the current financial period no accrual for interest expense is necessary.
These loans have different maturity dates from 2010 to 2016.
It is in the intention of the Directors to extend the current maturity of the bank borrowings by at
least twelve months and also to convert the profit participating loans into equity before Admission;
hence the Directors consider it is appropriate to prepare these financial statements on a going concern
basis.
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INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
The face value of the borrowings is as follows:
2006
B
Current
Bank borrowings 146,941,800
Less: Finance costs incurred 6,732,615
Add: Amortised finance costs (3,956,810) (2,775,805)
144,165,995
Non-current
Shareholder Loans 50,218,350
All borrowings are denominated in Euro.
The bank borrowings are secured through mortgages issued on the Group’s investment properties.
The effective interest rate at the balance sheet date on the bank borrowings was 4.624 per cent.
Finance costs include debt arrangement, structuring and utilisation fees paid in arranging the debt
facility. These fees are being amortised over the life of the debt facility.
11. Deferred tax assets and liabilities
At beginning Recognised Recognised Arising on
of period in equity in income acquisitions Total
B B B B B
Deferred tax liability
Investment properties — — 6,796,259 4,603,616 11,399,875
Cash flow hedge — 359,131 — — 359,131
— 359,131 6,796,259 4,603,616 11,759,006
Deferred tax asset
Recoverable losses — — (440,963) — (440,963)
Short term timing differences — — (245,946) — (245,946)
Investment properties — — (125,778) — (125,778)
— — (812,687) — (812,687)
12. Trade and other payables
Accounts payable
2006
B
1,105,110
Service charge accounts 294,862
Tenant deposits 675,238
Corporate income tax payable 488,674
VAT and other taxes payable 329,397
Deferred rentals 868,659
Accrued investment management fees 535,765
Loan interest accruals 1,283,425
Swap interest accrual 62,844
Other accruals and other creditors 1,841,454
94
7,485,428

13. Revenue
Rental income is derived from operating leases. The average unexpired term of these leases equates to
10.5 years with an average unexpired term to break option of 6 to 9 years.
As indicated in note 2.3, the Group’s investment properties are spread across property sectors within
Continental Europe and are managed on a single European basis; as these segments are substantially
similar, no further segment reporting is required.
14. Fees and expenses
INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
14.1 Professional fees
These include legal, tax advisory, notarial, accounting and audit fees. These also include fees paid to
advisors in respect of aborted property transactions.
The initial organisational expenses of the Group, largely legal and other professional fees, were
expensed when incurred and are included in professional fees, amounting to A 758,791.
14.2 Investment Management Fees
Invista Real Estate Investment Management Limited (‘‘Invista REIM’’), the Investment Manager, is
paid an annual asset management fee (the ‘‘Investment Management Fee’’) by the underlying property
companies.
The Investment Management Fee is payable after the end of each fiscal quarter, at a rate of 0.25 per
cent. of gross assets.
14.3 General and administration expenses
General and administration expenses consist mainly of accounting, administration and monitoring
fees.
Initial organisational expenses of the Group included in general administration expenses amount to
A 32,939.
15. Impairment of goodwill
On 9 December 2005 the Company acquired 100 per cent. of Canal Business Park N.V. and Solingen
Logistik Zentrum GmbH at a total cost of A 13,452,065.
The fair value exercise gave rise to goodwill of A 4,603,616 as follows:
2006
B
Cost 13,452,065
Net assets acquired
Investment properties 31,020,000
Other net assets (17,567,935)
Deferred tax liabilities (4,603,616) 8,848,449
Goodwill arising 4,603,616
The above goodwill arises primarily from the difference between how deferred tax is calculated for
accounting purposes and the value ascribed to it in negotiations.
The former is based on the difference between the values of the assets and liabilities concerned for
accounts purposes and those applying for taxation. The latter is based on tax payments likely to be
made. In the Group’s opinion, the carrying amount of this goodwill cannot be justified by reference
to future cash flows and it has accordingly been impaired and written off to the income statement.
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16. Finance expenses
2006
B
Amortised finance costs 3,956,810
Debt interest expenses 5,088,853
Other interest expenses 271,311
Commitment fees and other financing fees 1,990,639
Net foreign exchange loss 21,970
17. Taxation
INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
11,329,583
2006
B
Current income tax 451,211
Deferred tax charge 6,796,259
Deferred tax asset (812,687)
Net wealth tax 132,636
Capital taxes 315,434
Total tax charge 6,882,853
Reconciliation of effective tax rate
Profit before tax 6,875,074
Add back goodwill impairment 4,603,616
11,478,690
Tax charge at average corporate rate of 29.82 per cent. 3,423,141
Losses not available for utilisation in Luxembourg 2,649,119
Minimum taxable net margin under Luxembourg tax agreement 67,779
Other 567,306
Difference in tax rates (272,562)
Capital taxes 315,434
Net wealth tax 132,636
Total tax charge 6,882,853
18. Earnings per share
The basic and diluted earnings per share for the Group is based on the net loss of the period of
A 7,779 and the weighted average number of ordinary shares in issue during the period of 527,457.
The Company has no dilutive potential ordinary shares, therefore the diluted earnings per share is the
same as the earnings per share for the Group.
19. Net asset value per ordinary share
The net asset value per ordinary share is based on the net assets of A 7,766,652 and 692,151 ordinary
shares in issue at the balance sheet date.
96
2006
B

INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
20. Related party transactions
The Group has related party transactions with its subsidiaries (see note 24), shareholders and
directors.
Directors of the Company and its subsidiaries were paid a total of A20,000 in directors’ fees during
the period. This remuneration is included in general and administrative expenses. No director owns
shares in the Company or any of its subsidiaries at the date of the balance sheet.
Invista REIM acts as the Investment Manager of the Group. Both the Company and Invista REIM
are controlled indirectly by Halifax Bank of Scotland plc as ultimate parent. Invista REIM were paid
an investment management fee of A1,520,000 (see note 14.2).
The Company entered into the Bank Facility with The Governor and the Bank of Scotland plc on 6
July 2005 which will be amended on Admission to make available a further two year term loan of
A420 million until 31 December 2008. Both Bank of Scotland and the Company are controlled by
Halifax Bank of Scotland plc. Furthermore, the Company has entered into interest swap transactions
with Halifax Bank of Scotland Treasury Services Plc.
In addition, the Company borrowed from its shareholders amounts under Shareholder Loan
arrangements (see note 10).
21. Commitments
During the period the Company has also entered into contracts to acquire investment properties after
the balance sheet date in Lutterberg, (Germany), Prague (Czech Republic), Warsaw (Poland), Tiel
(the Netherlands), Amsterdam (the Netherlands), Girona (Spain) and Rheda-Wiedenbruck (Germany)
for an estimated total gross cost of A104.5 million. These commitments exclude the acquisitions
referred to in the post balance sheet events note 22.
22. Events after the balance sheet date
One of the Company’s principal subsidiaries, Solingen Logistik-Zentrum GmbH, was converted into a
limited partnership, Solingen Logistik-Zentrum Gmbh & Co KG on 12 October 2006. On 26 October
2006 this partnership was dissolved and its assets and liabilities were merged into Insight European
RE Solingen Propco S.àr.l.
On 16 October 2006 the Company acquired two properties in Grenoble, France.
On 19 October 2006 the Company committed to the purchase of an investment property in Riesa,
Germany. On November 3, 2006 the Company also committed to the purchase of an investment
property in Roth, Germany. The Company is due to complete the purchase of an investment
property in Cergy, St Christophe, France on November 8, 2006. The estimated total gross cost of
these assets is A154.6 million.
On 19 October 2006 the Company hedged a further A20,786,000 of borrowings for a term of seven
years at a rate of 3.90 per cent.
The Shareholders plan to convert their Shareholder Loans (note 10) into Shares immediately prior to
Admission in December 2006. The Shareholder Loans will be valued at face value.
23. Contingencies
Dispute with tenant
The Company has recently become involved in dispute with a tenant of one of the Group’s properties
who has brought a claim on 17 September 2006 in respect of damages caused by defects in the leased
property.
An independent expert has yet to be appointed to establish an estimate of the defects, respective
liabilities and the damage suffered by the tenant.
It is the Directors’ intention to recover the cost of any such damages payable by the Group to the
tenant from the seller of the original property, under the purchase agreement.
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INVISTA EUROPEAN REAL ESTATE TRUST SICAF
Notes to the Consolidated Financial Statements
as at 30 September 2006
The Directors are of the opinion, given the early stage of the dispute that it is not possible to
currently determine any net cost accruing to the Group and consequently no provision has been
booked in the financial statements.
24. List of the fully consolidated subsidiaries
* Invista European Real Estate Holdings S.à r.l., Luxembourg (100%)
* Invista European Real Estate Finance S.à.r.l., Luxembourg (100%)
* Invista European RE Heusenstamm Propco S.à.r.l., Luxembourg (100%)
* Invista European RE Marseille Propco S.à.r.l., Luxembourg (100%)
* Invista European RE Lyon Propco S.à.r.l., Luxembourg (100%)
* Invista European RE Solingen Propco S.à.r.l., Luxembourg (100%)
* Invista European RE Nanteuil Propco S.à.r.l., Luxembourg (100%)
* Invista European RE Monheim Propco S.à.r.l., Luxembourg (100%)
* Invista European RE Lutterberg Propco S.à.r.l., Luxembourg (100%)
* Invista European RE Villeurbanne Holdco S.à r.l., Luxembourg (100%)
* Invista European RE Villeurbanne Propco S.à r.l., Luxembourg (100%)
* Invista European RE Delta Holdco S.à r.l., Luxembourg (100%)
* Invista European RE Delta Propco S.à r.l., Luxembourg (100%)
* Invista European RE Riesapark Propco S.à r.l., Luxembourg (100%)
* Invista European RE Roth Propco S.àr.l., Luxembourg (100%)
* Invista European RE Monbonnot Holdco 1 S.àr.l., Luxembourg (100%)
* Invista European RE Monbonnot Holdco 2 S.àr.l., France (100%)
* Insight European RE Dutch Holdings B.V., the Netherlands (100%)
* Canal Business Park N.V., Belgium (100%)
* Invista European RE Spanish Propco S.L., Spain (100%)
* Invista European RE Delta Propco II S.àr.l., Luxembourg (100%)
* Invista European RE Pocking Propco II S.àr.l., Luxembourg (100%)
* Invista European RE Germany GmbH
* Invista European RE Nova Propco S.àr.l.
* Invista European RE Sun Propco S.àr.l.
98

Part VIII
Pro Forma Financial Information
Terms defined in the Prospectus dated 24 November 2006 have the same meanings in this section.
KPMG
KPMG LLP, Transaction Services
38th Floor
One Canada Square
United Kingdom
London, E14 4AG
Private & confidential
The Directors
Invista European Real Estate Trust SICAF
25B Boulevard Royal
L-2449 Luxembourg
Luxembourg
Dear Sirs
Tel: 0207 311 1000
Fax: 0207 311 4077
24 November 2006
Invista European Real Estate Trust SICAF (the ‘Company’)
We report on the pro forma financial information (the ‘Pro forma financial information’) set out in
Part VIII of the prospectus of the Company dated 24 November 2006 (the ‘‘Prospectus’’), which has
been prepared on the basis described on page 101, for illustrative purposes only, to provide
information about how the Offer might have affected the financial information presented on the basis
of the accounting policies adopted by Invista European Real Estate Trust SICAF in preparing the
historical financial information for the period ended 30 September 2006. This report is required by
paragraph 20.2 of Annex I of The Commission Regulation 809/2004/EC of 29 April 2004
implementing Directive 2003/71/EC (the ‘‘Prospectus Directive Regulation’’) and is given for the
purpose of complying with that paragraph and for no other purpose.
Responsibilities
It is the responsibility of the directors of Invista European Real Estate Trust SICAF to prepare the
Pro forma financial information in accordance with paragraph 20.2 of Annex I of the Prospectus
Directive Regulation.
It is our responsibility to form an opinion, as required by paragraph 7 of Annex II of the Prospectus
Directive Regulation, as to the proper compilation of the Pro forma financial information and to
report that opinion to you.
Save for any responsibility imposed by law or regulation to any person as and to the extent there
provided, to the fullest extent permitted by law we do not assume any responsibility and will not
accept any liability to any other person for any loss suffered by any such other person as a result of,
arising out of, or in accordance with this report or our statement, required by and given solely for
the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation,
consenting to its inclusion in the Prospectus.
Basis of Opinion
We conducted our work in accordance with the Standards for Investment Reporting issued by the
Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of
making this report, which involved no independent examination of any of the underlying financial
information, consisted primarily of comparing the unadjusted financial information with the source
documents, considering the evidence supporting the adjustments and discussing the Pro forma
financial information with the directors of Invista European Real Estate Trust SICAF.
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We planned and performed our work so as to obtain the information and explanations we considered
necessary in order to provide us with reasonable assurance that the Pro forma financial information
has been properly compiled on the basis stated and that such basis is consistent with the accounting
policies of Invista European Real Estate Trust SICAF.
Our work has not been carried out in accordance with auditing or other standards and practices
generally accepted in the United States of America or other jurisdictions and accordingly should not
be relied upon as if it had been carried out in accordance with those standards and practices.
Opinion
In our opinion:
* the Pro forma financial information has been properly compiled on the basis stated; and
* such basis is consistent with the accounting policies of Invista European Real Estate Trust
SICAF.
Yours faithfully
KPMG LLP
100

The unaudited IFRS consolidated Pro forma statement of net assets set out below has been prepared
to illustrate the effect of the significant acquisitions up to the date of this document, capitalisation of
the Shareholders Loans, the refinancing arrangements and the proceeds of the Offer as if the
transactions had taken place on 30 September 2006. The unaudited pro forma financial information
has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical
situation and therefore does not represent the actual financial position or results of the Group.
The unaudited IFRS Pro forma financial information is compiled on the basis set out below from the
IFRS consolidated balance sheet of Invista European Real Estate Trust SICAF at 30 September 2006
set out in Section VII: ‘‘Historical Financial Information’’. The adjustments are based on unaudited
information prepared by management.
This unaudited pro forma financial information is based on estimates and assumptions deemed
appropriate by the Group and is presented for illustrative purposes only. Such information should not
be relied upon as an indication of the results that the Group would have achieved if the acquisitions
had occurred on the above assumed dates, nor should it be used as an indication of the results that
will be achieved during any period following the acquisition.
Invista
European Estimated
Unaudited
Real Estate Net
Pro Forma
Trust SICAF Proceeds
Balance
Consolidated of Placing
Sheet as at
30 September and Public Asset
Shareholder22
November
2006 Offer Acquisitions Refinancing Loans 2006
Am Am Am Am Am Am
Notes 1 & 2 Note 3 Note 4 Note 5 Note 6
Non current assets
Investment property
Future commitment for
210.6 — 70.6 — — 281.2
investment property 21.3 — — — — 21.3
Deferred tax assets 0.8 — — — — 0.8
232.7 — 70.6 — — 303.3
Current Assets
Trade and other receivables
and prepayments 5.7 — 2.4 — — 8.1
Cash 4.3 175.5 — (32.5) — 147.3
10.0 175.5 2.4 (32.5) — 155.4
Total Assets 242.7 175.5 73.0 (32.5) — 458.7
Non-current liabilities
Deferred Tax 11.8 — 2.7 — — 14.5
Shareholder Loans 50.2 — 20.6 — (70.8) —
62.0 — 23.3 (70.8) 14.5
Current Liabilities
Interest bearing loans and
borrowings
Investment property
144.1 — 54.3 (32.1) — 166.5
commitment payables 21.3 — — — — 21.3
Trade and other payables 7.5 — — (0.2) — 7.3
172.9 — 54.4 (32.3) — 195.3
Total Liabilities 234.9 — 77.6 (32.3) (70.8) 209.4
Net Assets 7.8 175.5 (4.6) (0.2) 70.8 249.3
(1) The financial information has been extracted, without material adjustment, from the financial
information of the Company set out in Section VII: ‘‘Historical Financial Information’’.
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(2) No account has been taken of the trading results of the Group since 30 September 2006
(3) Net proceeds of the Placing and Public Offer are expected to be A175.5 million, after deducting
issue costs of A10.8 million and are based on 63.0 million Shares issued by the Company under
the Offer at a price of 200p and have been extracted, without material adjustment, from Part
III: ‘‘The Offer’’.
(4) The unaudited asset acquisitions represent the completed acquisitions subsequent to 30 September
2006 and prior to the date of this Prospectus. The following properties and property holding
special purpose vehicles were acquired:
* Sun (owned by a special purpose vehicle called Invista European RE Sun Propco Sarl);
* Nova (owned by a special purpose vehicle called Invista European RE Le Nova Propco
Sarl); and
* Cergy (acquired as an asset).
The adjustments relating to these acquisitions include aggregate property and associated
(5)
acquisition costs of A72.6 million, the net write off of capitalised acquisition costs of A2.0 million
to reflect the market value set out in Part VI: ‘‘Valuation Report’’ and the associated debt at
acquisition of A73.0 million.
Furthermore, the Group has placed on deposit A2 million in relation to the future acquisition of
a property in Riesa, Germany.
Reflects the repayment of part of the existing Bank Facility.
(6) Reflects the conversion of the Shareholders’ Loans to the Group at face value. The conversion
is expected to take place on or around Admission.
102

Part IX
OPERATING AND FINANCIAL REVIEW
The following discussion and analysis of the Group’s financial condition and results of operations should
be read in conjunction with the rest of this Prospectus, including the consolidated financial statements
and related notes set out in ‘‘Historical Financial Information’’ in Part VII of this Prospectus.
The consolidated financial statements and related notes for the Group’s first accounting period cover the
period from its inception on 6 June 2005 to 30 September 2006 and have been prepared in accordance
with International Financial Reporting Standards (‘‘IFRS’’), as endorsed by the European Union, a body
of accounting principles that differs in certain material respects from United States generally accepted
accounting principles (‘‘US GAAP’’). The Group has not prepared a reconciliation or quantification of
differences between IFRS and US GAAP nor has it provided a summary of the differences between
IFRS and US GAAP. Investors must rely on their own examination of the Group, the terms of the
Offer and the financial information relating to the Group in making an investment decision. Investors are
encouraged to consult their own professional advisers for an understanding of the differences between
IFRS and US GAAP and how these differences might affect the financial information reported in this
Prospectus.
This discussion and analysis contains ‘‘forward-looking statements’’ that are subject to known and
unknown risks and uncertainties. Actual results and the timing of events may differ materially from those
expressed or implied by such forward-looking statements as a result of various factors, including those
set forth below and elsewhere in this Prospectus, in particular in the sections entitled ‘‘Risk Factors’’,
‘‘Forward-Looking Statements’’ and ‘‘Principal Bases and Assumptions’’.
Overview
The Company is a closed-ended investment company with fixed capital (société d’investissement à
capital fixe) (‘‘SICAF’’) incorporated under the form of a société anonyme under the laws of
Luxembourg and managed by Invista REIM, an indirect subsidiary of HBOS. The Company’s
investment objective is to provide Shareholders with an attractive level of income return together with
the potential for income and capital growth through investing in commercial real estate assets in
Continental Europe.
The Company holds its real estate assets indirectly through one or more intermediate holding
companies which in turn hold shares in special purpose vehicles which hold each property asset. The
Company retains all of the residual or ownership risks related to each special purpose vehicle and its
assets in order to obtain benefit from such special purpose vehicle’s assets. All of the Company’s
subsidiaries are wholly owned and fully consolidated from the date on which control is acquired by
or transferred to the Company.
Since inception on 6 June 2005 to 30 September 2006, the Group has generated A10.0 million in
rental income from a portfolio of 7 properties. At 30 September 2006, the Group was also
Committed to Acquire a further 6 logistics properties from Eurinpro International SA (‘‘Eurinpro’’).
These acquisitions are expected to be completed in the first and second quarters of the financial year
ending 30 September 2007 and will be financed in part by the proceeds of the Offer. The Company
expects the proceeds of the Offer to be fully invested by 30 September 2007, the end of its current
accounting year.
Under its current investment guidelines, the Company will generally invest in each property asset with
the expectation of a medium to long term holding period. The Company may however sell a property
within the Group’s portfolio at any time.
At 30 September 2006, the Group owned the following 7 properties:
* a logistics property near Madrid, Spain (Alovera) acquired in two transactions in July and
November 2005;
* a logistics property in Solingen, Germany acquired in December 2005;
* an office complex near Leuven, Belgium (Campus Remy) acquired in December 2005;
* a logistics property in Marseille, France acquired in December 2005;
* an office complex near Frankfurt, Germany (Campus Heusenstamm) acquired in January
2006;
* an office complex near Lyon, France (Ecully) acquired in January 2006; and
103

* a logistics property in Nanteuil, France acquired in July 2006.
In addition, the Group has entered into a contractual commitment to acquire an office property at
Villeurbanne, France that is classified as an unconditional obligation under IFRS and therefore has
been included in the Group’s consolidated financial statements for the period ended 30 September
2006. Accordingly, the Group has recorded A21.3 million for future commitment for investment and
A21.3 million for investment property commitment payable in its consolidated balance sheet as at 30
September 2006.
In the period up to 30 September 2006, the Group entered into purchase agreements with Eurinpro
to acquire a substantial portfolio of logistics properties and one office property. As at 30 September
2006, the Group had completed acquisitions of an office property at Leuven and logistics properties
at Marseille, Nanteuil and Solingen. As at the same date, the Group had also Committed to Acquire
the following 7 properties, including 6 logistics properties from Eurinpro, which have a Market Value
of A106.4 million according to the Independent Valuer:
* a logistics property in Amsterdam, the Netherlands;
* a logistics property in Girona, Spain that is currently under development and is to be
acquired by Eurinpro prior to transfer to the Group;
* a logistics property in Lutterberg, Germany;
* a logistics park near Prague, Czech Republic;
* a logistics property in Tiel, the Netherlands;
* a logistics property near Warsaw, Poland; and
* a retail warehouse at Rheda-Wiedenbrück, Germany.
The Independent Valuer has valued the assets which have been acquired from Eurinpro at a Market
Value of A62.8 million in total and those which are Committed to be Acquired from Eurinpro at a
Market Value of A93.5 million in total. Further, according to the Valuation Report set out in Part VI
of this Prospectus, A10.2 million of Net Annual Rent, or 33 per cent. of Net Annual Rent of the
Property Portfolio, is attributable to the assets acquired or Committed to be Acquired from Eurinpro.
Of this, A4.1 million of Net Annual Rent, or 13 per cent. of Net Annual Rent of the Property
Portfolio is in respect of assets acquired from Eurinpro.
Acquisition of properties Committed to be Acquired that the Group currently expects to be
completed, subject to the satisfaction of all conditions and completion provisions, prior to Admission
are expected to be financed by Shareholder Loans and senior secured borrowings drawn from the
Bank Facility. The Company intends that these Shareholder Loans will be converted into ordinary
shares immediately prior to Admission and that A51.7 million of the Group’s senior secured
borrowings under the Bank Facility will be repaid from proceeds from the Offer.
Acquisitions of properties Committed to be Acquired that the Group currently expects to be
completed, subject to the satisfaction of all conditions and completion provisions, following
Admission are expected to be financed by borrowings available under the amended Bank Facility
(conditional upon Admission) and proceeds from the Offer.
Limitations on upstream distributions of funds, lending and other payments from subsidiaries
It is the current intention of the Company to pay dividends to Shareholders representing substantially
all of the Group’s Net Cash Income, which the Company intends to effect through the use of intra-
Group dividends, interest payments under profit participating loans, loans or other upstream
movement of funds. However, the laws of the Continental European jurisdictions in which the
Company’s subsidiaries (including any intermediate holding companies or special purpose vehicles that
may be established in the future) are organised impose certain restrictions on the upstream movement
of funds to the Company.
Based on the laws currently in effect in Germany, France, Spain, the Netherlands, Belgium, the Czech
Republic and Poland, distributable reserves (as variously defined in each jurisdiction) may generally
be passed upstream to the Company, subject to compliance with legal and accounting requirements,
including, without limitation, shareholder approval, capital and reserve maintenance principles and
timing of distributions. In addition, the laws and accounting principles in the relevant jurisdictions
may restrict the ability of members of the Group to make loans or other payment upstream, and the
timing of such loans or other payment. Such restrictions include, but are not limited to, corporate
benefit tests, requirements as to arm’s length terms and waiver of repayment of loans. Further,
104

estrictions on distributions and upstream lending or other payment vary according to the form in
which members of the Group are organised.
In the period up to 30 September 2006, there has been no intra-Group dividend, repayment of
interest or other upstream intra-Group payment. There is no assurance that the Group will be able to
comply with the requirements for distributable reserves or otherwise make upstream payments to
enable the Company to pay substantially all of its Net Cash Income by way of dividends to
Shareholders. If these requirements change or if the Group establishes subsidiaries in other
jurisdictions, the Group may be subject to additional restrictions. Such restrictions are likely to limit
the Company’s ability to pay dividends to Shareholders.
Recent developments
From 30 September 2006 to the date of this Prospectus, the Group has acquired 3 additional
properties, which have a Market Value of A70.6. million according to the Independent Valuer. These
properties comprise:
* an office property in Cergy St. Christophe, France (Le Delta); and
* two office properties in Grenoble-Montbonnot, France (Sun and Nova).
Since 30 September 2006, the Group has also Committed to Acquire the following properties:
* a shopping centre in Riesa, Germany; and
* a mixed-use retail property in Roth, Germany.
To date, the Company has not disposed of any properties. It may do so in the future if the Directors
consider it appropriate.
On 17 November 2006, pursuant to a resolution of an extraordinary general meeting of Existing
Shareholders, the Company:
* converted from a public limited company (société anonyme) to an investment company with
fixed capital (société d’investissement à capital fixe) under the form of a public limited
company (société anonyme);
* reclassified all of its A shares and B shares as Shares with a par value of A1.25 per Share
(corresponding to a share split of 1 to 8); and
* increased the number of authorised Shares to 833 million Shares with a par value of A1.25
per Share.
Shortly prior to Admission, the Company and the Existing Shareholders intend to pass resolutions
and take all necessary steps to convert the outstanding Shareholders Loans into Shares as set out in
paragraph 2.1 of Part XII of this Prospectus and on the basis of a valuation to be provided by the
Auditors.
Measures of financial performance
The primary measure of the Group’s financial performance will be the net change in the Group’s net
assets resulting from investment activities during an accounting period and the corresponding change
in the Company’s Net Asset Value per Share. The Company will calculate Net Asset Value and Net
Asset Value per Share based on quarterly Net Asset Values performed by the Independent Valuer
and make such property valuations available to Shareholders at the Company’s registered office. As
at 30 September 2006, the Net Asset Value per ordinary share was A11.2, based on net assets of A7.8
million and 692,151 ordinary shares in issue at such date. The Net Asset Value is expected to increase
or decrease from time to time based on various factors, principally the value of the assets and
liabilities of the Group which are subject to fluctuation. The Net Asset Value and the Net Asset
Value per Share will be audited annually.
In addition, a substantial portion of the Group’s income is derived from rental income. The
performance of the Group is therefore dependent on future property acquisitions, the terms of any
new or replacement leases, lease indexation provisions and active asset management initiatives that
seek to increase the return on the Group’s properties.
Material factors affecting results of operations and financial condition
The Group’s results of operations and financial condition are influenced by, and will continue to be
influenced by, trends and uncertainties that make it challenging to predict its future performance
based on historical results. The Company believes that the following trends and uncertainties are most
105

important to an understanding of the variability of the Group’s results of operations and financial
conditions.
Economic and real estate market conditions
General economic conditions in the Continental European real estate markets in which the Group is
invested directly affect the Group’s performance. Such conditions may be influenced by investment
activity, GDP and employment growth in the relevant country, consumer spending, interest rate
levels, fluctuations in the price of oil, inflationary pressures, the availability of credit to finance
transactions, the impact of tax and regulatory policies, the political environment and market risks.
According to the European Central Bank, Eurozone economic activity has been growing at a
quarterly rate of 0.7 per cent. on average over the last four quarters. The quarter-on-quarter growth
rate of real GDP in the Eurozone for the second quarter of 2006 was 0.9 per cent. As a result of
inflationary pressures, the European Central Bank has raised interest rates, most recently by 0.25 per
cent, to 3.25 per cent. A continued rise in interest rates could materially increase the Group’s interest
expense, contribute to a general decline in demand for commercial property and an increased risk of
defaults by tenants under existing leases. The effect of prolonged interest rate increases could
adversely affect the Company’s ability to refinance existing borrowings at acceptable rates and the
Company’s ability to meet its initial target annualised dividend yield for the year ending 30 September
2007.
The Company’s results of operations are particularly influenced by market conditions in Germany
and France. 35 per cent. and 49 per cent. of the Net Annual Rent and 37 per cent. and 47 per cent.
of the Market Value of the properties owned by the Group, as determined by the Independent Valuer
and set out in Part VI of this Prospectus, were attributable to Germany and France respectively.
During the period ended 30 September 2006, the French and German real estate markets have been
characterised by increases in property investment. This has been significantly affected by international
investors seeking exposure to European real estate as an asset class. Such investor interest and the
volume of investment capital, has led to compression in property yields. Yield compression can be
understood as a reduction in the yield of a property through an increase in its capital value since the
amount of rent payable remains static.
Any adverse change in general economic or real estate market conditions, including the failure to
sustain recovery in growth, in Continental Europe (particularly in Germany and France) could
materially adversely affect tenant default and vacancy rates of the Group’s properties, the terms and
conditions of lease renewals with existing tenants, the terms and conditions of leases with new
tenants, the price to be paid for acquisitions of properties and the proceeds to be received from any
sales of properties.
Property acquisitions
The Company expects to continue its strategy of growth through selective acquisitions of properties
and property portfolios. From inception to 30 September 2006, the Group acquired 7 properties and
entered into a commitment to acquire a property in Villeurbanne, France, which is classified as an
unconditional commitment under IFRS. From 30 September 2006 to the date of this Prospectus, the
Group completed the acquisitions of 3 properties. It is also Committed to Acquire a further 10
properties, including the Villeurbanne property. If completed, acquisitions of the Committed to be
Acquired properties and future acquisitions of assets have the potential to increase significantly the
size, value and diversification of the Group’s portfolio. As a result, the Company’s results of
operations for the period ended 30 September 2006 may not be directly comparable to results for
future periods.
In the period up to 30 September 2006 the Group incurred A5.565 million in property-related
acquisition expenses. These expenses have been capitalised initially, and the assets are subsequently
held at fair value. Property-related acquisition expenses for this period included, among others,
property advisory fees (such as real estate brokers’ fees), taxes (including transfer taxes and stamp
duty), legal fees, tax advisers fees and valuers fees, and environmental and technical advisers fees. The
Group expects to incur further property-related acquisition expenses in connection with properties it
is Committed to Acquire and future property acquisitions.
The tax laws of various Continental European jurisdictions may also require the Group to incur
significant costs in the form of value added taxes. Value added taxes may be levied upon the
acquisition of new or recently built properties. Historically, the Group has been entitled to
reimbursement of the value added taxes it has paid. However, certain subsidiaries of the Company
106

currently are not entitled to recover value added taxes. The Group has also been the subject of a
value added tax audit by Spanish tax authorities in connection with its acquisition of the logistics
property near Madrid. The audit concluded that the Group was entitled to be reimbursed fully for
the value added taxes levied on such acquisitions.
Although certain synergies and economies of scale are anticipated from being invested in a large
number of properties, the absolute amount of operating expenses will increase as the Group’s
portfolio expands. Operating expenses generally consist of property management fees, taxes, utilities,
insurance and site maintenance costs to the extent that these are not paid by the tenant. The extent
to which increases in operating expenses are passed on to or paid in full by tenants varies according
to industry practice and market conditions in the logistics, office and retail sectors and in the
Continental European markets where the Group is invested. Properties may be reassessed after the
date of the Prospectus. The amount of property taxes the Group must pay in the future may increase
substantially from the amount paid in the past.
The Group may acquire properties subject to existing mortgage financing and other indebtedness or
new indebtedness may be incurred in connection with acquiring or refinancing such properties.
Historically, the Group has financed its acquisitions with drawdowns from the Bank Facility and
Shareholder Loans. Sources of capital for future acquisitions may include net cash proceeds received
by the Company from the Offer, borrowings under the Bank Facility which has been amended,
conditional upon Admission, securitisation of the properties owned by the Group, proceeds from
future issuances of debt or equity securities, proceeds from sales of properties, assumption of debt
related to the acquired properties or private capital from co-investment partners. Debt service will
have a priority over any dividends with respect to the Shares.
Rental income
The Group derives rental income from leases on its properties. In the near term, rental income is
expected to increase as the Group continues to expand its portfolio. Once the Company is fully
invested, the amount of rental income generated by the properties in the Group’s portfolio will
depend principally on the Group’s ability to maintain the occupancy rates of leased space and to
lease available space on favourable terms. The Group’s acquired properties were approximately 95 per
cent. occupied by area as at the date of this Prospectus. 5,240 sq m of currently available space at
Marseille and 387 sq m of currently available space at Leuven are covered by vendor rental
guarantees that expire in March 2007 and June 2007 respectively. The amount of rental income
generated also depends on the Group’s ability to maintain or increase rental rates and to attract and
retain creditworthy tenants.
Lease indexation provisions are also expected to have an impact on rental income. Substantially all of
the leases on the properties owned by the Group contain indexation provisions that result in rental
adjustments which may be negative as well as positive. Rental adjustments reflect movements in
consumer price indices for properties in Germany, Spain and Belgium and in the consumer price
index or the national construction costs index for properties in France. Under certain leases,
particularly for properties in Germany, indexation adjustments may be made only after a certain
number of years and/or a certain percentage change in the consumer price index. Due to increases in
rental rates as a result of lease indexation provisions, rental rates for the Group’s properties may not
reflect the prevailing market rates.
No property is currently held for redevelopment. In future periods, certain properties may be held for
refurbishment or upgrades upon lease expiries.
Lease termination and rental default
The expiration or termination of a lease to significant tenants, or a default on lease payment
obligations by such tenants, could affect the stability of the Group’s rental income. As at the date of
this Prospectus, approximately 95 per cent. by area of the property owned by the Group was
occupied. The leases scheduled to expire from the date of this Prospectus up to 31 December 2009
represent approximately 5 per cent. of the rental income from the properties owned by the Group.
The Group’s ability to re-let property subject to an expired or terminated lease is affected by general
economic conditions in the relevant Continental European real estate markets, availability of
equivalent space in such markets and competition for tenants as well as the desirability of individual
properties within the Group’s portfolio. As these factors are beyond the Group’s control, the Group
may experience significant fluctuations in its rental income if it cannot re-let properties on favourable
long lease terms to creditworthy tenants on a timely basis or at all.
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Availability of financing
During the period ended 30 September 2006, the Group funded acquisitions through a combination
of borrowings under the Bank Facility and Shareholder Loans, which are variable rate loans, and this
is expected to continue until Admission. The Company intends to convert Shareholder Loans into
Shares immediately prior to Admission.
From Admission, acquisitions of Committed to be Acquired properties and other properties are
expected to be financed by borrowings under the Bank Facility or a re-financed or new credit facility.
The Company expects that the debt drawn down under the Bank Facility, as a percentage of the
Market Value of the properties owned by the Group as at Admission, will be approximately 60 per
cent. The Company uses interest rate swaps to hedge its interest rate risk. The Group’s ability to
obtain financing at commercially acceptable terms will depend on a variety of factors, including the
interest rate environment and the Group’s financial condition.
Taxation
The Group is subject to income, capital gains, withholding and transfer taxes in various Continental
European jurisdictions. During the period ended 30 September 2006, the Company qualified for
certain tax treatment as a société anonyme under Luxembourg laws and pursuant to double tax
treaties with certain jurisdictions concluded by Luxembourg and the Parent Subsidiary Directive
adopted by the European Commission. As a result, the Group’s taxable income was taxed at an
effective tax rate of 6.6 per cent. during this period. The effective tax rate is calculated on the basis
of the income tax charge divided by the Group’s profit before tax excluding the impact of deferred
tax. The Company expects that this effective tax rate may increase depending on the tax laws in the
jurisdictions in which the Company invests.
Net deferred tax liabilities are recognised in the Group’s consolidated financial statements. The
current deferred tax liability would be realised upon disposal of an individual property asset. If,
however, the special purpose vehicle holding a property asset were to be sold, the Group would not
realise deferred tax liabilities although some level of discount in the price achieved upon disposal may
be experienced in reflection of such liabilities in accordance with market practice. The Group has
been structured in a manner that seeks to facilitate disposal of properties by sale of a special purpose
vehicle or property holding company rather than a direct asset sale.
The Company as a SICAF is exempt from Luxembourg income tax, but its subsidiaries will not
benefit from the exemption. Further, as a Luxembourg SICAF, the Company will not be able to
benefit from many double tax treaties concluded by Luxembourg, although its subsidiaries may be
able to benefit from such treaties.
The France-Luxembourg double tax treaty is currently being re-negotiated. Changes are expected to
be made but the details have not yet been published. As a consequence, the tax treatment of the
Group in subsequent financial periods may vary significantly and the Group may be subject to
increased taxes.
Historically, the Company has benefitted from an exemption from an annual tax of 3 per cent. of the
market value of its real estate assets in France or rights over such assets held at 1st January of each
year. As a Luxembourg SICAF, the Company must qualify for a different exemption to avoid being
subject to such tax. The Company has been advised that, based on the understanding of current
French tax law and practice of the Company’s advisers, it may be exempt from such tax as a vehicle
listed on the Official List of the UKLA and traded on the London Stock Exchange’s main market
for listed securities and provided that it has a large number of Shareholders. Any subsidiary holding
French real estate and companies in the chain of ownership above such subsidiary must comply with
certain filing requirements to avoid the French 3 per cent. tax. In addition, the applicability of trade
tax in Germany to the Company’s German subsidiaries and the properties held by them is subject to
review by German tax authorities. As a result of such factors, the Group’s effective tax rate for the
period ended 30 September 2006 may not be comparable to future periods.
Historical Results of Operations
The Company’s results of operations and financial condition are affected by a variety of factors
including economic and real estate market conditions affecting the Continental European real estate
market, property acquisitions, rental revenues, lease terms, the availability of financing and taxation.
As a consequence, the Company’s historical results of operations for the period from inception to 30
108

September 2006 may not be comparable to results of operations for subsequent periods, which will
cover the 12 months to 30 September of each year.
The following discussion and analysis of the Company’s historical results of operations and financial
condition is based on a property portfolio comprising 7 properties owned as at 30 September 2006.
Although the Group’s contractual commitment to acquire a property in Villeurbanne, France, is
classified as an unconditional commitment under IFRS and reflected in the Group’s consolidated
financial statements for the period ended 30 September 2006, the Group did not own the property
during this period nor did it receive any income from this property.
Consolidated statement of operations for the period ended 30 September 2006
The following table sets forth the Company’s audited consolidated results of operations for the period
ended 30 September 2006.
Period ended
30 September
2006
(A)
Rental income 9,988,010
Property operating expenses (355,385)
Net rental income 9,632,625
Net valuation gains on investment property 17,850,034
Expenses
Professional fees (2,501,694)
Investment management fees (1,520,007)
General and administration expenses (666,761)
Goodwill impairment (4,603,616)
Total expenses (9,292,078)
Net operating profit before net finance cost 18,190,581
Finance expenses (11,329,583)
Finance income 14,076
Net finance cost (11,315,507)
Profit before tax 6,875,074
Taxation (6,882,853)
Loss for the period attributable to the equity holders of the Company (7,779)
Although the Company is managed and prepares its consolidated financial statements on a single,
pan-European basis, the Group’s investments are diversified by sector. At 30 September 2006, the
Group’s properties included office and logistics properties. Certain properties are mixed use but are
classified solely by reference to their primary use. The impact of the Group’s diversification by sector
is summarised in the table below, based on the rental income generated during the period ended 30
September 2006.
Sector
Period ended 30 September 2006
Number of
properties
Rental
income
% of total
rental
income
Logistics 4 A3,614,133 36.2%
Office 3 A6,373,877 63.8%
Retail 0 A0 0
Total 7 A9,988,010 100%
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The Group’s diversification by market in Continental Europe is summarised in the table below based
on the rental income generated during the period ended 30 September 2006.
Country
Period ended 30 September 2006
Number of
properties
Rental
income
% of total
rental
income
Germany 2 A4,696,163 47.0%
France 3 A2,628,851 26.3%
Spain 1 A966,967 9.7%
Belgium 1 A1,696,029 17.0%
Total 7 A9,988,010 100%
The acquisition dates and lease terms for the properties that contributed to rental income during the
period ended 30 September 2006 affect the amount of income actually received for this period and do
not reflect rental income on an annualised basis. Accordingly, rental income by sector and rental
income by country may differ substantially in future periods. Net Annual Rent and estimated Net
Annual Rent, as determined by the Independent Valuer, for these properties are set out in Part V
and Part VI of this Prospectus.
Rental income
Total rental income for the period ended 30 September 2006 was A10.0 million. Rental income in
future periods is expected to differ significantly due to expansion of the Group’s portfolio. The
Company also expects that future movements in rental income may be the result of active asset
management initiatives or lease indexation provisions. Indexation provisions had a positive impact on
rental income during the period ended 30 September 2006.
Property operating expenses
Property operating expenses for the period ended 30 September 2006 were A0.4 million. Property
operating expenses consist of property management fees and other non-recoverable expenses, including
taxes and insurance. The Company expects that property operating expenses will be higher in future
periods due to the expansion of the Group’s portfolio.
Net valuation gains on investment property
Net valuation gains on investment property for the period ended 30 September 2006 were A17.9
million.
Net valuation gains on investment property are primarily due to the increase in valuation of a
property, based on factors such as the relative attractiveness of real estate as an asset class and
associated yield compression together with rental adjustments during ownership. Net valuation gains
are based on quarterly valuations prepared by DTZ Debenham Tie Leung Limited as the
Independent Valuer. Characteristics such as the location and condition of the property, tenant
creditworthiness and lease terms are considered in assessing fair value. Investor demand for particular
markets in Continental Europe or particular sectors also affect the fair value of a property.
Historically, valuation adjustments have not been characterised by regular movements and the
Company expects that future valuation adjustments will continue to occur unevenly from financial
period to financial period.
Professional fees
Professional fees for the period ended 30 September 2006 were A2.5 million relating principally to fees
incurred in connection with the initial organisation of the Group. Professional fees consist of legal,
tax advisory, notarial, accounting and audit fees, including fees paid to advisers in respect of aborted
property transactions. Fees that are related to property acquisitions are initially capitalised. The
amount of professional fees for the period ended 30 September 2006 is due to fees associated with the
Group’s property acquisitions, assessments of properties that the Group may not ultimately acquire,
property management and organisational and regulatory compliance costs for each entity within the
Group. Professional fees are likely to increase as the number and value of the properties owned by
the Group increases. However, as professional fees are not linked to the value of the properties the
Group considers for acquisition, the fees are not expected to decrease if property purchase prices
110

decrease. In the near term, the Group expects professional fees to be higher as the Group continues
to acquire properties, and as a result of fees incurred in connection with the Offer.
Investment management fees
Investment management fees for the period ended 30 September 2006 were A1.5 million and include
investment management fees and disbursements incurred by the Investment Manager. Investment
management fees for this period were calculated at a rate of 0.25 per cent. of gross assets in
accordance with the investment management agreement then in effect. Investment management fees
are payable after the end of each financial quarter.
In future periods, investment management fees will be calculated in accordance with the Investment
Management Agreement between the Company and Invista REIM dated 17 November 2006, which
provides for a base management fee of 0.95 per cent. per annum of Adjusted Gross Assets, payable
monthly in arrear subject to a recalculation provision. Subject to the conditions set forth in the
current Investment Management Agreement, the Investment Manager will also be entitled to an
annual performance fee, from year one onward, of 15.0 per cent. of any aggregate total return over
and above a Performance Hurdle of 10 per cent. calculated on a three year rolling basis, as set out in
paragraph 8.2 in Part XII of this Prospectus. This performance fee is eligible to be paid in each of
the first two years on the to-date performance.
General and administration expenses
General and administration expenses for the period ended 30 September 2006 were A0.7 million.
General and administration expenses consist of A0.03 million in initial organisational expenses of the
Group (excluding professional fees), directors’ costs, payments to administrators and service providers
and rent on the Company’s offices in Luxembourg. The Company anticipates that general and
administration expenses will increase in future periods once it becomes a listed company and because
it has converted into a SICAF that is subject to regulation by the CSSF. This anticipated increase is
due to the requirements for a listed company and company supervised by the CSSF to have
additional service providers, such as a Custodian, Registrar and Transfer Agent, and listing and other
regulatory fees will be payable.
Goodwill impairment
Goodwill impairment for the period ended 30 September 2006 was A4.6 million. The goodwill
impairment charge arose from the acquisitions of two subsidiaries, Canal Business Park N.V. and
Solingen Logistik Zentrum GmbH, which had deferred tax liabilities when acquired in December
2005, and represents the writing off of goodwill arising from these acquisitions. The total cost of
these acquisitions was A13.5 million.
The Group may write off goodwill in future periods if its acquires subsidiaries that are transferred
with deferred tax liabilities.
Finance expenses
Finance expenses for the period ended 30 September 2006 were A11.3 million. Finance expenses were
comprised of A4.0 million in amortised finance costs, A5.3 million in debt and other interest expenses,
A2.0 million in commitment fees and other financing fees calculated using the effective interest rate
method and A0.02 million in net foreign exchange loss. The amount of gross interest expense is
primarily due to the extent of the Group’s borrowings and interest rates. Fees incurred in arranging
the Bank Facility are amortised over the life of the facility.
The Company intends to seek to re-finance or obtain alternative financing, including a securitised
loan facility, in the year following Admission. Finance expenses in future periods will be higher in
absolute terms due to increased borrowing to fund property acquisitions (including properties that the
Group has Committed to Acquire). Higher finance expenses may be offset in part by a lower interest
rate if the Company is able to obtain such rate under a re-financed or securitised credit facility.
Under the terms of the amended Bank Facility (conditional upon Admission) the Group would be
required to hedge at least 83.3 per cent. of the amount drawn under the Bank Facility. Finance
expenses may also fluctuate in future periods depending upon prevailing Eurozone interest rates,
which have risen from 2.25 per cent. in June 2005 to 3.25 per cent. in October 2006.
Finance income
Finance income for the period ended 30 September 2006 was A0.01 million. Finance income consists
of interest income from cash balances. The cash balance of the fund is expected to be materially
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higher immediately following Admission as a result of funds raised under the Offer. Such funds are
intended to be used to finance property acquisitions and repay A51.7 million of senior secured
borrowings under the Bank Facility. Under the terms of the Bank Facility, the cash balances in the
bank accounts of the Company and those subsidiaries which are obligors are pledged to the facility
agent.
Taxation
Taxation for the period ended 30 September 2006 was A6.9 million. Taxation consists of A0.5 million
of current income tax, A6.8 million of deferred tax charge, A(0.8) million of deferred tax asset, A0.1
million of net wealth tax and A0.3 million of capital taxes. For the period ended 30 September 2006
the Company’s effective tax rate was 6.6 per cent, excluding the impact of deferred tax. The level of
taxation for the period ended 30 September 2006 was determined in part by the impact of deferred
tax incurred, the Company’s initial organisation as a société anonyme under Luxembourg laws and
favourable tax treatment pursuant to double tax treaties with certain jurisdictions concluded by
Luxembourg. In August 2006, a protocol amending the France-Luxembourg double tax treaty dated 1
April 1958 (as amended) was signed. The changes effected by this protocol and the Company’s
conversion to a SICAF may cause income tax expense to increase in future periods. Historically, the
Group has not been subject to capital gains tax although it would be subject in the event of a direct
asset sale.
Liquidity and Capital Resources
From 5 June 2005 to 30 September 2006, the Company’s primary sources of liquidity have been cash
flows from operating activities, borrowings under the A450 million Bank Facility with Bank of
Scotland, a subsidiary of HBOS, as facility agent, and capital contributions from certain shareholders,
including Uberior ENA Limited, an indirect wholly owned subsidiary of HBOS, which subsequently
transferred its interests to Uberior Europe Limited, also an indirect wholly owned subsidiary of
HBOS, and Chelsfield Partners LLP, in which HBOS holds a minority interest.
To fund its property acquisitions during the period ended 30 September 2006, the Group raised funds
through borrowings under the Bank Facility and Shareholder Loans, which are variable rate loans.
Financing under the Bank Facility is generally made available to the relevant special purpose property
holding company. The balance of the Group’s financing needs is made available directly or indirectly
by the Company through intra-Group equity or intra-Group loans as is deemed appropriate on a
case by case basis.
The Company’s working capital requirements historically have been met through cash flows from
operating activities and A0.8 million of interest free loans from the Existing Shareholders which were
repaid before 30 September 2006.
Due to the Investment Manager’s plans to continue acquiring properties until the Group is fully
invested and the Group’s intention to borrow up to a 60 per cent. gearing level, the Company
anticipates that it will have substantial liquidity needs in future periods.
The Company expects that the main uses of cash will be to satisfy its debt service obligations, fund
future property acquisitions (including Committed to be Acquired properties), provide working capital
and pay dividends to Shareholders.
In November 2006 the Company amended the terms of the current Bank Facility (conditional upon
Admission) under which A420 million was made available until 31 December 2008s. Prior to
Admission, future property acquisitions will continue to be funded through a combination of
borrowings under the Bank Facility and Shareholder Loans. Shortly prior to Admission, the
Company intends to convert the Shareholder Loans into Shares as set out in paragraph 2.1 of Part
XII of this Prospectus and on the basis of a valuation to be provided by the Company. The
Company intends to seek an alternative form of long-term financing in the first year following
Admission.
Following Admission, and on the basis of the Assumptions, the Company intends to use
approximately A51.7 million in proceeds from the Offer to repay part of the senior secured debt
under the Bank Facility in order to reduce the Company’s loan to property value ratio.
The Company regularly monitors its liquidity position, including cash levels and capital expenditures.
At 30 September 2006, the Company held total cash and cash equivalents of A4.3 million. The
Company believes that borrowings available under the current Bank Facility (as amended, conditional
upon Admission), together with anticipated operating cash flows and the net proceeds of the Offer,
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will be adequate to meet its anticipated future requirements for working capital and interest payments
scheduled under the current Bank Facility for the foreseeable future, being the next 12 months.
The Company’s estimates of its reasonably anticipated liquidity needs are based on information
known to it at the date of this Prospectus and may not reflect its actual liquidity needs in future
financial periods. New business developments or other unforeseen events may occur, resulting in the
need to raise additional funds.
To date, the Board of Directors has not declared any dividends. The Company anticipates that Net
Cash Income, along with any other source of revenue, including interest on profit participating loans
and upstream loans, will be used to pay dividends. See ‘‘Risk Factors’’ and ‘‘Principal Bases and
Assumptions’’ set out in Part X of this Prospectus.
Cash flows
The following table summarises the principal components of the Company’s consolidated cash flows
for the period indicated:
Period ended
30 September
2006
(A)
Net cash flows from operating activities 837,513
Cash flows from investing activities (192,739,966)
Cash flows from financing activities 195,146,036
Net increase in cash and cash equivalents for the period 3,243,583
Opening cash and cash equivalents —
Cash included in acquired entities 1,013,617
Total cash and cash equivalents 4,257,200
Net cash flows from operating activities were A0.8 million for the period ended 30 September 2006.
Cash flows from operating activities consist of A5.2 million cash generated from operations (which in
turn consist primarily of rental income) less expenses such as investment management fees,
professional fees and other expenses, A4.0 million interest paid, A0.01 million interest received and
A0.3 million tax paid expenses. Future cash flows from operating activities may vary substantially
based upon the number of income-generating properties owned by the Group and the Group’s
expenditures.
Cash flows from investing activities were A-192.7 million for the period ended 30 September 2006.
Cash flows from investing activities consist of purchases of investment property and related costs.
Future cash flows from investing activities may in the future vary substantially based upon the
Group’s investment activity as well as the strength of the Continental European real estate markets in
which it invests.
Cash flows from financing activities were A195.1 million for the period ended 30 September 2006.
Cash flows from financing activities during this period consisted of A6.9 million proceeds from the
issue of share capital, A197.2 million proceeds from borrowings and A8.9 million of finance costs from
the payment of transactions costs and related fees. Future cash flows from financing activities will in
the future vary substantially based upon share issues and borrowings.
The Company calculates net cash position as cash and cash equivalents. Its net cash position as at 30
September 2006 included A1.0 million in cash held by Canal Business Park N.V. and Solingen
Logistik Zentrum GmbH when acquired by the Group in December 2005.
Indebtedness
In July 2005, the Company and certain of its subsidiaries entered into a A450 million revolving Bank
Facility with the Bank of Scotland, a subsidiary of HBOS, established by a Common Terms
Agreement. The Bank Facility was amended by a deed of variation on 28 June 2006 to a 364 day
facility; as a result, the term of the loan and the commitment fee changed. In November 2006, the
Bank Facility was amended further (conditional upon Admission) to provide up to A420 million in
funds up to 31 December 2008 to be drawn against acquisitions.
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At 30 September 2006 the Group had outstanding indebtedness of A146.9 million under the Bank
Facility and an additional A303.1 million was available for use. Loans under the Bank Facility may
only be used to finance the acquisition of, or to refinance, commercial property investments or for
payment of related value added tax. The amended Bank Facility (conditional upon Admission)
provides for a term to 31 December 2008.
Borrowings under the Bank Facility currently bear interest at a floating rate based on EURIBOR
plus a margin of 1.50 per cent. per annum and the cost of compliance with certain regulatory
requirements as calculated by the facility agent. The interest rate was determined to be 4.624 per cent.
per annum at 30 September 2006. Conditional upon Admission, borrowings will initially bear interest
based on EURIBOR plus a margin of 0.70 per cent. per annum over the lender’s cost of funds,
which will rise to a margin of 1.20 per cent. per annum over such cost in September 2007. The
Group’s obligations under the Bank Facility must be senior to or at least pari passu with any other
indebtedness permitted under its terms. All of the Group’s properties are subject to registered
mortgages securing the Group’s indebtedness under the Bank Facility. The bank accounts of the
Company and its subsidiaries who are obligors have also been pledged to the facility agent.
Covenants in the Common Terms Agreement governing the Bank Facility restrict the ability of the
members of the Group who are obligors to declare or pay dividends or make other distributions to
shareholders, make loans or provide credit, enter into contracts, issue registered shares, repay or
redeem share capital, make changes to business of such obligors or property holding subsidiaries, and
to sell, transfer or otherwise dispose of the assets of such obligors or property holding subsidiaries.
The Company believes that it is in material compliance with its debt covenants. The Bank Facility
also requires the Company to maintain financial covenants related to its overall interest cover,
calculated as projected overall rental income as a percentage of projected overall finance costs, in
each case as at that calculation date and as determined by the Facility Agent, and overall loan to
value ratio, which is the aggregate of the loans (excluding any value added tax loans) under the Bank
Facility as a percentage of the value of all the properties the acquisitions of which were financed or
refinanced (directly or indirectly) by the making of such loans.
During the period ended 30 September 2006 the Existing Shareholders made capital contributions to
the Company in the form of Shareholder Loans and interest free loans. At 30 September 2006 the
face value of the Shareholder Loans was A50.2 million. Under the terms of the Shareholder Loans,
proceeds may be used only to finance investments in real estate assets and short-term working capital
requirements to meet VAT payments. Shareholder Loans bear interest at variable rates based on the
performance of the underlying asset and mature in 2015. No interest was due in the period up to 30
September 2006. The Company intends, shortly prior to Admission, to convert the Shareholder Loans
into ordinary shares. Since 30 September 2006, Shareholder Loans totalling A20.6 million have been
drawn to acquire assets, and further loans will be drawn down as required on completion on the
acquisition of any property prior to Admission. Interest free loans are required to be used for
working capital. The interest free loans have been repaid from cash flow from operations.
Contractual Obligations and Commercial Commitments
The following table provides an analysis of the maturity of the Company’s contractual obligations
and commercial commitments as at 30 September 2006.
(in A millions) Payments due by period
Less than
More than
Total 1 year 1-3 years 3-5 years 5 years
Long-term debt obligations (1)
197.2 146.9 — — 50.2
Operating lease obligations (2)
0.03 0.03 — —
Purchase obligations (3)
Other long-term liabilities reflected
21.3 21.3 — —
on balance sheet (4)
11.8 — — 11.8
Total 230.3 168.2 — — 62.0
(1) Long-term debt obligations consist of obligations under the Group’s Bank Facility and Shareholder Loans.
(2) Operating lease obligations consist of obligations under the Company’s lease for its office in Luxembourg.
(3) The Group has entered into a commitment to acquire a property in Villeurbanne, France, that is classified as an unconditional
commitment under IFRS.
(4) Other long-term liabilities reflected on the Group’s consolidated balance sheet as at 30 September 2006 consist of deferred tax
liabilities.
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Off-Balance Sheet Arrangements
At 30 September 2006 the Company did not have any off-balance sheet arrangements.
Inflation
All of the Group’s properties are subject to leases that provide for positive as well as negative rental
adjustment by indexation of rents to various national indices. The Company believes that inflationary
increases may be at least partially offset by these contractual rent adjustments.
Critical Accounting Policies
The discussion and analysis of the Group’s financial condition and results of operations are based on
the Group’s consolidated financial statements prepared in accordance with IFRS, a body of
accounting principles as endorsed by the European Union. The preparation of financial statements
requires the Company to make estimates and judgments that affect the reported amounts of assets,
liabilities and contingencies as at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. On an ongoing basis, the Company evaluates
these estimates based on historical experience and assumptions that it believes to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities and the reported amounts of revenues and expenses that are not readily
apparent from other sources. Actual results may differ materially from these estimates under different
assumptions.
The Company has identified the following critical accounting policies as requiring management to
make significant estimates and judgments:
Estimate of fair value of investment property
As at 30 September 2006, investment property was valued at A210.6 million, which comprises A192.7
for acquisitions and A17.9 million for fair value adjustment. The Group considers all of the properties
that it owns and any property that it may lease as investment property under IFRS. Investment
property is initially recognised at acquisition cost by the Company on its balance sheet, including
related transaction costs. After initial recognition, investment property is carried at fair value.
Valuations are performed by an independent expert, DTZ Debenham Tie Leung Limited, in
accordance with the guidance issued by the Royal Institution of Chartered Surveyors. Fair value is
based on active market prices, adjusted, if necessary, for any difference in the nature, location or
condition of the property. Some of these outflows are recognised as a liability, including finance lease
liabilities in respect of land classified as investment property, whereas others, including contingent
lease liabilities in respect of land classified as investment property and contingent rent payments, are
not recognised in the financial statements. If this information is not available, alternative valuation
methods will be used, such as recent prices on less active markets or discounted cash flow projections.
The Company currently does not have any investment property being redeveloped for continuing use
as an investment property or for which the market has become less active. The fair value of
investment property reflects, amongst other things, rental income from current leases and assumptions
about rental income from future leases in the light of current conditions. The fair value of a property
also reflects, on a similar basis, any cash outflows that could be expected in respect of such property.
Any gain or loss arising from changes in fair value is recognised in the income statement though this
will not be available for distribution until such value is realised.
Deferred income tax
Total deferred tax liabilities as at 30 September 2006 were A11.8 million and deferred tax assets as at
30 September 2006 were A(0.8) million. Deferred income tax is provided in full, using the liability
method, on temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. However, deferred income tax is not
accounted for if it arises from initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither accounting nor taxable profit
or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the balance sheet date and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets
are recognised to the extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilised. Deferred income tax is provided on temporary
differences arising on investments in subsidiaries, except where the timing of the reversal of the
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temporary difference is controlled by the Group and it is probable that the temporary difference will
not reverse in the foreseeable future.
Income taxes
The Company is subject to income taxes in several jurisdictions. Significant judgement is required in
determining the Company’s provision for income taxes. There are some transactions and calculations
for which the ultimate tax determination is uncertain, and the Company will seek advice on this
where it considers appropriate. The Company recognises liabilities for anticipated tax audit issues
based on estimates of additional taxes that will be due. Where the final tax outcome of these matters
is different from the amounts that were initially recorded, such differences will impact the income tax
and deferred tax provisions in the period in which such determination is made. Historically, the
Company has not been subject to capital gains taxes.
Revenue recognition
Under IFRS, revenue is defined to include rental income, service charges and management charges
from properties and income from property trading. The Group currently does not derive any of its
revenue from income from property trading. Rental income from investment properties is accounted
for on a straight-line basis over the term of the ongoing leases and is shown gross of any income tax.
Any material premiums or rent-free periods are spread evenly over the lease term. Interest receivable
and revenue from the sale of investment property are not recognised in the income statement.
Recent Accounting Pronouncements
In August 2005 the International Accounting Standards Board issued International Financial Reporting
Standard 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1, Presentation
of Financial Statements – Capital Disclosures (‘‘IFRS 7’’). IFRS 7, effective from 1 January 2007,
introduces new disclosures to improve the information about financial instruments. It requires the
disclosure of qualitative and quantitative information about exposure to risks arising from financial
instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk.
It replaces International Accounting Standard 30, Disclosures in the Financial Statements of Banks
and Similar Financial Institutions, and disclosure requirements in International Accounting Standard
32, Financial Instruments: Disclosure and Presentation. It is applicable to all entities that report
under IFRS. The amendment to International Accounting Standard 1 (‘‘IAS 1’’) introduces
disclosures about the level of an entity’s capital and how it manages capital. The Company assessed
the impact of IFRS 7 and the amendment to IAS 1 and concluded that the main additional
disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the
amendment of IAS 1. The Company will apply IFRS 7 and the amendment to IAS 1 from annual
periods beginning 1 January 2007.
Quantitative and Qualitative Disclosure about Market Risk
The principal categories of market risk to which the Company is exposed are interest rate risk and
credit risk. To manage its exposure to market risks, the Company may use forward contracts,
options, swaps or other derivative instruments. The Company anticipates that the scope of risk
management activities will vary based on the level and volatility of interest rates, prevailing foreign
currency exchange rates and other changes in market conditions. The success of any hedging or other
derivative transactions will depend generally on the Company’s ability to correctly predict market
changes. Unanticipated market changes may result in poorer overall investment performance than if
the hedging transaction had not been executed. The Company may not succeed in establishing a
perfect correlation between the instruments used in a hedging or other derivative transaction and the
position being hedged. This imperfect correlation could prevent the Company from managing risk
effectively and create new risks of loss.
Liquidity risk
The Company expects that it will have substantial liquidity needs in future periods as a result of its
investment activities, the dividend policy that the Directors currently expect to adopt following
Admission and debt service obligations. There is a potential risk that the Company’s intermediate
property holding subsidiaries and special purpose vehicles may not be able to remit sufficient cash
flow to enable the Company to distribute substantially all of its Net Cash Income to Shareholders.
To address this risk, the Company has been structured in a manner that seeks to maximise the
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emittance of cash and to minimise the potential for tax leakage. The Company intends to seek
continuing advice on this structure where it considers appropriate.
Interest rate risk
The Company has incurred and expects to incur additional debt to fund liquidity needs and leverage
opportunistic investments. Historically, the Group’s borrowings under the Bank Facility bear interest
at a floating rate based on EURIBOR plus a margin of 1.50 per cent. per annum and the cost of
compliance with certain regulatory requirements as calculated by the facility agent. Under an
amended deed that is conditional and effective upon Admission, the Group’s borrowings under the
Bank Facility will be reduced to bear interest at a floating rate based on EURIBOR plus a margin of
0.70 per cent per annum (which rises to 1.20 per cent per annum in September 2007) and the cost of
compliance with certain regulatory requirements as calculated by the facility agent. As a result, the
Company is exposed to risks from movements in prevailing interest rates. An increase in interest rates
could make it more difficult or costly to obtain debt financing or affect returns on investment. To
manage adverse effects of interest rate movements on cash flows and to lower the overall cost of debt
financing, the Company has a policy to hedge its interest rate exposure under the Bank Facility.
Historically, approximately two thirds of debt drawn under the Bank Facility at the time of draw
down has been hedged by means of entering into EURIBOR interest rate swaps up to January 2013.
Interest rate swaps generally involve the exchange of fixed and floating interest payment obligations
without the exchange of the underlying principal amounts. As at 30 September 2006, the notional
principal amount of the outstanding interest rate swap contract was A92.0 million. Since 30 September
2006, the Company hedged a further A39.6 million of borrowings at a blended rate of 3.89 per cent.
The Company has hedged an aggregate of A131.6 million using interest rate swap contracts with a
term until January 2013 at a blended rate of 3.61 per cent. Under the terms of the amended Bank
Facility, a minimum of five sixths of the amount drawn under such facility is required to be hedged.
If the Group undertakes a long-term refinancing of the Bank Facility in the year following
Admission, it is expected that further interest rate swaps will be entered into in respect of all the
outstanding debt that is not currently hedged. To manage its interest rate risk, the Company may
also use derivative financial instruments, such as forward rate agreements. Forward rate agreements
are contracts under which two counterparties agree on the interest to be paid on a notional deposit
of a specified maturity at a specific future settlement date with no exchange of principal.
Credit risk
The Group is exposed to the risk of loss if tenants fail to meet their payment obligations under their
leases when due. It seeks to mitigate default risk by assessing the creditworthiness of potential and
current tenants based on ratings assigned by an independent credit rating agency and by diversifying
its tenant base to include multinational corporations and local enterprises in different sectors and
Continental European markets. The Group may also require deposits or guarantees from banks or
parent companies where there is a perceived credit risk or in accordance with prevailing local market
practice. The Investment Manager reviews reports prepared by an independent credit rating agency,
or other sources to assess the credit quality of the Group’s tenants and aims to ensure there is no
excessive concentration of risk and that the impact of any default by a tenant is minimised. However
there is no guarantee that credit risk management procedures will be able to limit potential loss of
revenues and income from tenants who default on their lease obligations. If any or all of the Group’s
tenants are unable to pay against their receivable accounts, the Group’s revenues and profitability
may be adversely affected.
Foreign exchange risk
Foreign exchange risk arises from the possibility that fluctuations in foreign exchange rates will affect
the value of the Company’s assets and the market price of the Shares. Historically, all of the Group’s
investments have been made in Euro and the Company’s financial results are reported in Euro. If the
Group completes the acquisition of Committed to be Acquired logistics properties in Warsaw and
Prague, the Group may be exposed to foreign exchange risk to the extent that property related costs
and taxes will be payable in the zloty and koruna respectively and rental income from Warsaw will
be received in the zloty. Neither Poland nor the Czech Republic are members of the Exchange Rate
Mechanism II of the European Central Bank and their currencies are therefore not linked to the
Euro. The Group also has payment obligations to certain advisers and vendors that are denominated
in Sterling. It is expected that listing will result in an increase in these payment obligations in future
periods. If foreign exchange risk is considered or anticipated to be significant in future periods, the
Company may use derivative financial instruments, such exchange rate contracts including cross-
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currency swaps and foreign exchange forwards, to hedge its exposure. Currency swaps are agreements
to exchange future payments in one currency for payments in another currency. These agreements are
used to transform the assets or liabilities denominated in different currencies. Foreign exchange
forwards are contracts for delayed delivery of currency at a specified future date.
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Part X
Principal Bases and Assumptions
The principal bases and assumptions used in this Prospectus in respect of the financial periods ending
30 September 2008 and in particular in respect of the initial target annualised dividend yield set out
in Part I of this Prospectus are that:
(a) at Admission the Property Portfolio is as detailed in Part V and the passing rent is A31.4
million per annum;
(b) Admission occurs on or before 20 December 2006 and, as set out in Part V, all the properties
which the Company is Committed to Acquire before Admission (with an aggregate value
according to the Independent Valuer as at 30 September 2006 of A127.4 million) are so acquired
and the remainder (with an aggregate value according to the Independent Valuer as at 30
September 2006 of A79.7 million) are acquired after Admission;
(c) the aggregate of the value of the Property Portfolio and the Group’s net current assets at
Admission is A558.3 million;
(d) the Group acquires further properties at an aggregate cost (inclusive of property acquisition
costs) of A284.5 million. Such properties include those Committed to Acquire properties which
are expected to be acquired after Admission at an aggregate cost (including property acquisition
costs) of A82.2 million at a passing rent of A5.0 million per annum. Acquisitions of properties
which the Company is not Committed to be Acquired are phased on a quarterly basis from 1
January 2007 to 30 September 2007 at a net initial yield of 6.5 per cent. per annum;
(e) 63.0 million Shares are issued by the Company pursuant to the Offer at the Offer Price of 200p
per Share and 103,875,705 Shares are in issue at Admission;
(f) the total expenses, fees and commissions relating to the Offer borne by the Company are 5.8 per
cent. of the Initial Gross Proceeds, or A10.8 million;
(g) at Admission A171.3 million remains outstanding under the Bank Facility. Further sums are
drawn down to fund the acquisitions referred to in paragraph (d) above on the basis that each
property is financed as to 60 per cent. with debt and as to 40 per cent. with cash. The debt
carries an interest rate of 4.46 per cent. per annum (inclusive of hedging and other costs). There
is no amortisation of bank debt. Commitment fees of 0.25 per cent. per annum are payable on
the outstanding undrawn amount on a quarterly basis. An arrangement fee of 0.1 per cent. of
the principal amount of the Bank Facility is paid as at Admission;
(h) the Bank Facility will be refinanced in its entirety on 30 June 2007 and will attract a weighted
average interest rate of 4.35 per cent. per annum (inclusive of hedging and other costs);
(i) the annual running costs of the Group (including investment management fees, Independent
Valuer’s fees, Directors’ fees, Administrator’s fees, Custodian’s fees, other costs of managing the
Property Portfolio (including property costs not recoverable through service charges), costs of
operating the companies holding the properties and intermediate companies, legal and other
professional fees and irrecoverable VAT) following the acquisition of the properties referred to
in paragraph (d) above are 1.4 per cent. per annum of gross assets and are paid quarterly in
arrear;
(j) no performance fees are payable to the Investment Manager;
(k) the effective tax rate following the acquisition of the properties referred to in paragraph (d)
above is not greater than approximately 6.0 per cent;
(l) the Company pays gross dividends on a semi-annual basis in May and November, totalling
A0.1774 per Share as described in Part I of this Prospectus. The first dividend will be pro rated
in respect of the period from Admission to 31 March 2007;
(m) an amount equal to the Net Cash Income of the Group is received by the Company in order to
fund the assumed dividend payments;
(n) the issued share capital of the Company does not change following Admission;
(o) rental growth is in accordance with indexation on a country by country basis;
(p) capital value moves in line with rental value growth and rental income;
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(q) where voids currently exist or leases expire or where an option for a tenant to break is
exercised, (the likelihood of exercise being assessed by the Investment Manager), an appropriate
void period and associated costs of vacancy, assessed by reference to the relevant property, are
assumed;
(r) no allowance is made for income lost through tenant default;
(s) the Euro:Sterling currency exchange rate will be the Exchange Rate; and
(t) the Group does not dispose of any assets.
It should be noted that the above are assumptions only and no assurance is given by the Company
or by any of its advisers that the above assumptions will be realised. These principal bases and
assumptions have been prepared on the basis of information available as at the date of this
Prospectus.
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Part XI
Taxation
General
The information below, which relates only to Luxembourg, United Kingdom and United States
taxation, summarises the advice received by the Board and is applicable to the Company and to
persons who are resident in or ordinarily resident in Luxembourg, the United Kingdom or the United
States for taxation purposes and who hold absolute beneficial title to Shares in the Company as an
investment. It is based on current Luxembourg, United Kingdom or United States revenue law and
published practice, which is, in principle, subject to subsequent changes.
If you are in any doubt about your tax position, or if you may be subject to tax in a jurisdiction other
than Luxembourg, the United Kingdom or the United States, you should consult your independent
professional adviser.
Luxembourg
(i) The Company
The Company is not liable to any Luxembourg tax on profits or income, nor are distributions paid
by the Company subject to any Luxembourg withholding tax, except as discussed below. The
Company is, however, liable in Luxembourg to a subscription tax of 0.05 per cent. per annum of its
net asset value, such tax being payable quarterly on the basis of the value of the aggregate net assets
of the Company at the end of the relevant calendar quarter. No stamp duty or other tax is payable
in Luxembourg on the issue of Shares. No Luxembourg tax is payable on the realised capital
appreciation of the assets of the Company.
The Company was liable to an initial capital duty of EUR 1,250 which was paid upon the
Company’s conversion into a SICAF.
(ii) Shareholders
Shareholders of the Company are normally not taxable on any income, gains and interest derived
from the Company, except if they are residents, of Luxembourg for tax purposes or hold the Shares
in the Company via a permanent establishment or permanent representative in Luxembourg.
Under Luxembourg general tax laws currently in force and subject to the laws of 21 June 2005 and
of 23 December 2005 mentioned below, there is no withholding tax on distributions, redemptions and
capital gains derived by a Shareholder from its investment in the Company.
Under the laws of 21 June 2005 implementing the Council Directive 2003/48/EC of 3 June 2003 on
taxation of savings income in the form of interest payments and ratifying the treaties entered into by
Luxembourg and certain dependent and associated territories of EU member States (the
‘‘Territories’’), payments of interest or similar income made or ascribed by a paying agent established
in Luxembourg to or for the immediate benefit of an individual beneficial owner or a residual entity,
as defined by the laws of 21 June 2005, which is resident of, or established in, an EU member State
(other than Luxembourg) or one of the Territories will be subject to a withholding tax unless the
relevant recipient has adequately instructed the relevant paying agent to provide details of the
relevant payments of interest or similar income to the fiscal authorities of their country of residence
or establishment, or, in the case of an individual beneficial owner, has provided a tax certificate
issued by the fiscal authorities of their country of residence in the required format to the relevant
paying agent. Where withholding tax is applied, it will be levied at a rate of 15 per cent. during the
first three-year period starting 1 July 2005, at a rate of 20 per cent. for the subsequent three-year
period and at a rate of 35 per cent. thereafter.
Under the law of 23 December 2005 payments of interest or similar income made or ascribed by a
paying agent established in Luxembourg to or for the immediate benefit of an individual beneficial
owner who is resident of Luxembourg will be subject to a withholding tax of 10 per cent.
United Kingdom
(i) The Group
It is intended that each company in the Group (other than any such company that is incorporated in
the United Kingdom) will be managed and controlled in such a way that it should not be resident in
the United Kingdom for United Kingdom tax purposes. Accordingly, and provided that no company
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in the Group carries on a trade in the United Kingdom (whether or not through a branch, agency or
permanent establishment situated there), no company in the Group should be subject to United
Kingdom income tax or corporation tax other than in respect of certain income deriving from a
United Kingdom source.
Property Subsidiaries holding property situated in the United Kingdom will generally be subject to
United Kingdom income tax on income arising from such property after deduction of their allowable
debt financing costs including interest payable under Shareholder Loans, and allowable expenses. The
tax payable can be significantly reduced through such financing, but the amount will be restricted by
thin capitalisation and transfer pricing rules requiring such Shareholder Loans to meet the arm’s
length principle. Similar principles and rules apply in other Continental European jurisdictions.
(ii) Shareholders
Dividends
UK resident individual Shareholders will be liable to income tax on any dividends received from the
Company. UK resident corporate Shareholders will be liable to corporation tax on dividends received
from the Company.
The income tax charge in respect of dividends for United Kingdom resident individual Shareholders,
other than higher rate taxpayers, will be at the rate of 10 per cent. A higher rate taxpayer will be
liable to income tax on dividends received from the Company (to the extent that, taking the dividend
as the top slice of their income, it falls above the threshold for the higher rate of income tax) at the
rate of 32.5 per cent.
Capital Gains Tax
As at the date of this Prospectus, a shareholding in the Company is not expected to be treated as a
material interest in an offshore fund for the purposes of United Kingdom taxation and the provisions
of Chapter V of Part XVII of the Taxes Act should not apply to any disposal of Shares by a
Shareholder such that the proceeds of such a disposal would be treated as income and taxed as such.
However, a disposal of Shares may, subject to the Shareholder’s circumstances and any available
exemption or relief, give rise to a taxable gain (or allowable loss) for the purposes of United
Kingdom taxation of chargeable gains.
An individual Shareholder may be entitled to taper relief on a gain arising on a disposal of Shares.
Taper relief reduces the percentage of the gain chargeable by reference to how long (in complete
years) an individual Shareholder has held the relevant Shares. Individual Shareholders are also
entitled to an annual exemption, which for the tax year 2006/2007 exempts the first £8,800 of any
chargeable gains from tax.
Shareholders within the charge to corporation tax on chargeable gains may benefit from the
indexation allowance, which increases the allowable base cost of the Shares by reference to changes in
the retail prices index over the period of holding of the Shares.
A Shareholder who is neither UK resident nor UK ordinarily resident will not be subject to UK tax
on a gain arising on a disposal of Shares unless either: (i) the Shareholder carries on a trade,
profession or vocation in the UK through a branch or agency or, in the case of a company, through
a permanent establishment and, (broadly speaking), holds the Shares for the purposes of such trade,
profession or vocation; or (ii) the Shareholder falls within the anti-avoidance rules applying to
temporary non-residents.
Stamp duty and Stamp Duty Reserve Tax (‘‘SDRT’’)
No United Kingdom stamp duty or SDRT is payable on the issue of Shares or, generally, on a
transfer of or agreement to transfer Shares.
Other United Kingdom Tax Considerations
Shareholders within the charge to UK corporation tax which have an interest in the Company, such
that 25 per cent. or more of the Company’s profits for an accounting period could be apportioned to
them, may be liable to United Kingdom corporation tax in respect of their share of the Company’s
undistributed profits in accordance with the provisions of Chapter IV of Part XVII of the Taxes Act
(relating to controlled foreign companies). These provisions only apply if the Company is controlled
by United Kingdom residents and will not apply so long as the Group pursues an acceptable
distribution policy (broadly requiring that each company in the Group distributes at least 90 per cent.
of its income profits arising in each accounting period).
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Individuals ordinarily resident in the United Kingdom should note that Chapter III of Part XVII of
the Taxes Act, which contains provisions for preventing avoidance of income tax by means of
transactions resulting in the transfer of income to persons (including companies) abroad, may render
them liable to taxation in respect of any undistributed income and profits of the Company.
The attention of United Kingdom Shareholders resident or ordinarily resident and, if an individual,
domiciled in the United Kingdom is drawn to the provisions of section 13 of the Taxation of
Chargeable Gains Act 1992 under which, in certain circumstances, a portion of any capital gains
realised by the Company and not distributed (either by way of dividend or distribution of capital or
on dissolution of the Company) in the same accounting period may be attributed to a Shareholder
who holds, alone or together with associated persons, more than 10 per cent. of the Shares.
Note that the above discussions are general statements and are not a complete analysis of all the tax
effects of an investment in the Shares. They do not take into account investors’ individual circumstances
and do not apply to all classes of investor. Accordingly, if any prospective investor is in any doubt about
the taxation consequences of acquiring holding or disposing of Shares, they should seek advice from their
own independent professional adviser.
United States
Certain US Federal Income Tax Considerations
Circular 230 Disclosure
This discussion has been included to support the marketing of the Shares. This discussion was not
intended or written to be used, and it cannot be used, by any taxpayer for the purpose of avoiding any
US federal tax penalties that may be imposed on such taxpayer. Each taxpayer should seek advice based
on the taxpayer’s particular circumstances from an independent tax adviser.
General
The following discussion provides a summary of certain US federal income tax considerations
regarding investment in the Company by investors who are US Holders (as defined below). This
summary is based on the United States Internal Revenue Code of 1986, as amended (the ‘‘Code’’),
US Treasury Regulations promulgated thereunder, and judicial and administrative interpretations
thereof. All of the foregoing are subject to change, which change could apply retroactively and could
affect the tax consequences described below. This summary does not consider the potential effects,
either adverse or beneficial, of any proposed legislation which, if enacted, could be applied, possibly
on a retroactive basis, at any time. No representation is made or intended by the Company (a) that
changes in such laws or their application or interpretation will not be made in the future (and applied
retroactively), or (b) that the US Internal Revenue Service (‘‘IRS’’) will agree with the interpretation
described below as applied to the Company’s methods of operations. Persons interested in purchasing
Shares should consult their own tax advisers with respect to the US federal, state and/or local tax
consequences to them of the purchase, holding and sale of the Shares.
This discussion does not purport to deal with all tax considerations applicable to any particular
investor and may not address the tax consequences to certain US Holders (as defined below) who are
subject to special treatment under the Code, such as financial institutions, regulated investment
companies, real estate investment trusts, tax-exempt organisations, insurance companies, dealers in
securities or currencies, investors that hold Shares as part of a straddle or appreciated financial
position or as part of a hedging or conversion transaction for United States federal income tax
purposes, investors that have a functional currency other than the US dollar, investors liable for the
alternative minimum tax, investors that actually or constructively own 10 per cent. or more of the
Company’s Shares or investors that are not US Holders. If a partnership or an entity treated as a
partnership for US federal income tax purposes owns Shares, the US federal income tax treatment of
a partner in such a partnership generally will depend upon the status of the partner and the activities
of the partnership. If a partnership owns Shares, the partners in such partnership should consult their
tax advisers about the US federal income tax consequences of holding and disposing of Shares.
This summary does not address the effect of any US federal taxation other than US federal income
taxation. In addition, this summary does not include any discussion of state, local or foreign taxation.
Potential investors are urged to consult their tax advisers regarding the foreign and US federal, state
and local tax considerations of an investment in Shares.
For the purposes of this section, ‘‘US Holder’’ means an investor that is, for US federal income tax
purposes, a citizen or individual resident of the United States, a corporation (including any entity
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taxable as a corporation) organised under the laws of the United States or any political subdivision
thereof, a person otherwise subject to US federal income tax on a net income basis in respect of the
Shares, an estate the income of which is subject to US federal income tax regardless of its source, or
a trust that (a) is subject to the primary supervision of a court within the US and the control of one
or more US persons or (b) has a valid election in effect under applicable US Treasury Regulations to
be treated as a US person. The term ‘‘Non-US Holder’’ means an investor that is neither a US
Holder nor an entity treated as a partnership for US federal income tax purposes.
Taxation as a corporation
The Company will be treated as a corporation for US federal income tax purposes. In general, the
US federal income taxation of the Company will depend in material part upon whether it is
considered to be ‘‘engaged in a trade or business within the United States.’’ If it were so considered,
the Company will be subject to US corporate tax at graduated rates on its net income attributable to
earnings that are ‘‘effectively connected’’ to that US trade or business, plus a ‘‘branch profits’’ surtax
imposed on the after-tax portion of that ‘‘effectively connected’’ income at a flat 30 per cent rate. The
balance of the Company’s income that is treated as ‘‘fixed or determinable annual or periodical
income’’ from US sources would be subject to a gross-basis US withholding tax at a flat 30 per cent.
rate, subject to certain exceptions. If the Company is not considered to be engaged in a US trade or
business, only the withholding tax described in the previous sentence will apply.
If the Company is subject to US corporate tax, it will be required to file a US federal corporate
income tax return. However, it is not anticipated that the Company will be engaged in a US trade or
business.
In addition, the Company believes that there is a significant likelihood that it will be treated as a
passive foreign investment company. For additional discussion regarding the treatment of passive
foreign investment companies, see ‘‘Passive Foreign Investment Companies’’ below.
Distributions
Subject to the passive foreign investment company rules discussed below, a US Holder generally will
be required to include in gross income as ordinary income the US Dollar value of the gross amount
of any distribution, including any foreign income taxes withheld from the amount paid, to the extent
the distribution is paid out of the Company’s current or accumulated earnings and profits, as
determined for US federal income tax purposes. The foreign income taxes withheld may be credited,
subject to certain limitations, against the US Holder’s US federal income tax liability or, alternatively,
may be deducted in computing US federal taxable income by US Holders who itemise their
deductions.
To the extent that the amount of any distribution exceeds the Company’s current and accumulated
earnings and profits then, subject to the discussion below under ‘‘Passive Foreign Investment
Companies’’, it will be treated first as a tax-free return of the US Holder’s adjusted tax basis in its
Shares to the extent thereof, and then as gain from the disposition of the Shares. See ‘‘Sale or Other
Disposition of Shares’’ below for the discussion on the taxation of gains.
Dividends that the Company pays in a currency other than the US Dollar, including the amount of
any taxes withheld therefrom, will be included in a US Holder’s income in a US Dollar amount
calculated by reference to the spot exchange rate in effect on the day such dividends are received by a
US Holder. A US Holder who receives payment in a foreign currency and converts such currency
into US Dollars at an exchange rate other than the rate in effect on the day the distribution is
includible in the income of a US Holder may have a foreign currency exchange gain or loss that
would be treated as ordinary income or loss. US Holders should consult their own tax advisors
concerning the US tax consequences of acquiring, holding and disposing of foreign currency.
No portion of such distributions that are treated as dividends will be eligible for the dividendsreceived
deduction generally allowed to corporations. Dividends will not constitute ‘‘qualified dividend
income’’ as defined in Section 1(h)(11) of the Code and thus will not be eligible for the preferential
15 per cent. US federal income tax rates applicable to ‘‘qualified dividend income’’.
Sale or Other Disposition of Shares
A US Holder’s adjusted tax basis in a Share generally will be its cost, adjusted upward to reflect net
amounts included in income with respect to that Share pursuant to a QEF election or mark-tomarket
election (both of these elections are described below under ‘‘PFIC – Qualified Electing Fund
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Election’’ and ‘‘PFIC – Mark-to-Market Election’’, respectively) to the date of disposition, and
adjusted downward to reflect distributions not subject to tax as a result of a QEF election.
Subject to the passive foreign investment company rules discussed below, upon the sale or other
disposition of Shares a US Holder generally will recognise gain or loss equal to the difference, if any,
between the US Dollar value of the amount realised on the disposition and the US Holder’s adjusted
tax basis in those Shares. Loss upon the sale or disposition of the Shares generally will be treated as
capital loss, but gain from such sale or disposition may not be treated as capital gain. See the
discussion below with respect to gains on the disposition of stock in a passive foreign investment
company. Under current law, net capital gains of individuals may be taxed at lower rates. The ability
of a US Holder to offset capital losses against ordinary income is limited.
In the case of a cash basis US Holder who receives foreign currency in connection with the sale or
disposition of the Shares, the amount realised generally will be based on the US Dollar value of the
foreign currency received with respect to the Shares as determined on the settlement date of such sale
or disposition. A US Holder who receives payment in a foreign currency and converts that foreign
currency into US Dollars at a conversion rate other than the rate in effect on the settlement date
may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss.
An accrual basis US Holder may elect the same treatment required of cash basis taxpayers with
respect to a sale or disposition of the Shares, provided that the election is applied consistently from
year to year. Such election may not be changed without the consent of the Internal Revenue Service.
In the event that an accrual basis US Holder does not elect to be treated as a cash basis taxpayer
(pursuant to the Treasury Regulations applicable to foreign currency transactions), such US Holder
may have a foreign currency gain or loss for US federal income tax purposes because of differences
between the US Dollar value of the currency received prevailing on the trade date and the settlement
date. Any such currency gain or loss would be treated as ordinary income or loss and would be in
addition to the gain or loss, if any, recognised by such US Holder on the sale or disposition of such
Shares.
Passive Foreign Investment Companies
For US federal income tax purposes, a company will be considered a passive foreign investment
company (‘‘PFIC’’) for any taxable year in which either (a) 75 per cent. or more of its gross income
is ‘‘passive income’’, or (b) at least 50 per cent. of the average fair Market Value (or, in some cases,
adjusted tax basis) of all of its assets for the taxable year produces or is held for the production of
‘‘passive income’’. For this purpose, passive income generally includes dividends, interest, royalties,
rents, annuities and the excess of gains over losses from the disposition of assets which produce
passive income. Any portfolio companies held (directly or indirectly) by a company may also be
classified as PFICs. Based on the Company’s income, assets and activities, there is a significant
likelihood that the Company and its subsidiaries will be classified as PFICs for US federal income tax
purposes for the current and all subsequent tax years.
Assuming that the Company is treated as a PFIC, the US Holders will be deemed to own their
proportionate share of the Company’s direct and indirect equity interests in lower-tier entities that are
treated as PFICs.
As a result, unless a US Holder makes separate, valid ‘‘qualified electing fund’’ (‘‘QEF’’) elections in
respect of the Company and any PFIC subsidiary in which the Company directly or indirectly invests,
that US Holder generally will be subject to adverse US federal income tax consequences in respect of
its investment in the Shares, including its deemed ownership under the PFIC rules of its
proportionate share of the Company’s direct and indirect equity interests in those lower-tier PFIC
subsidiaries. The Company does not expect to comply with record-keeping requirements necessary for
US Holders to make valid QEF election in respect of the Company or to provide such US Holders
with the information necessary to make this election. The Company does not anticipate that its PFIC
subsidiaries will make that information available to US Holders. Consequently, it is expected that the
US Holders will not be able to make QEF elections in respect of the Company and its PFIC
subsidiaries.
A US person who holds stock in a non-US corporation during any year in which such corporation
qualifies as a PFIC is subject to US federal income taxation under one of three alternative tax
regimes, at the election of such US person (assuming that the relevant mitigating elections are
available as discussed herein). The following is a discussion of those three alternative tax regimes as
they may apply to US Holders of the Shares of the Company.
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PFIC – Default Excess Distribution Rules
Under the default PFIC rules that apply in the absence of any mitigating elections discussed below, a
US Holder generally would be required to allocate over its entire holding period for the Shares all
gains realised on the disposition of the Shares and all ‘‘excess distributions’’ on such Shares during
the taxable year. A distribution on a Share generally will be treated as an ‘‘excess distribution’’ to the
extent that distribution does not exceed the ratable portion of the ‘‘total excess distribution’’ with
respect to such Share for the taxable year. The total excess distribution with respect to a Share for a
taxable year of a US Holder is generally the excess of (a) all distributions to the US Holder on such
Share during the taxable year over (b) 125 per cent. of the average annual distributions to the US
Holder on the Share during the preceding three taxable years (or shorter period during which the US
Holder held the Share). The total excess distribution with respect to a Share is deemed to be zero for
the taxable year in which the US Holder’s holding period for the Share begins. All gains or excess
distributions allocated to prior taxable years of the US Holder would be taxed in the current taxable
year at the highest tax rate for each such prior taxable year applicable to ordinary income. The US
Holder also would be liable for interest on the foregoing tax liability for each such prior taxable year
calculated as if such liability had been due with respect to each such prior taxable year. A US Holder
that is not a corporation must treat this interest charge as non-deductible ‘‘personal interest’’. The
balance of the gain or the excess distribution would be treated as ordinary income in the taxable year
of the disposition or distribution.
PFIC – Qualified Electing Fund Election
If a US Holder elects in a timely manner to treat the Company as a QEF (an ‘‘Electing US
Holder’’), the Electing US Holder will be subject to current US federal income tax for any taxable
year in which the Company qualifies as a PFIC on its pro rata share of the Company’s (a) ‘‘net
capital gain’’ (the excess of net long-term capital gain over net short-term capital loss), which will be
taxed as long-term capital gain to the Electing US Holder, and (b) ‘‘ordinary earnings’’ (the excess of
earnings and profits of the Company over its net capital gain), which will be taxed as ordinary
income to the Electing US Holder, in each case, for the Holder’s taxable year in which (or with
which) the Company’s taxable year ends, regardless of whether such amounts are actually distributed.
A timely QEF election also allows the Electing US Holder (a) generally to treat any gain realised on
the disposition of its Shares (or deemed to be realised on the pledge of his Shares) as capital gain; (b)
to treat such US Holder’s share of the Company’s net capital gain, if any, as long-term capital gain
instead of ordinary income; and (c) either to avoid interest charges resulting from PFIC status
altogether or to make an annual election, subject to certain limitations, to defer payment of current
taxes on that US Holder’s share of the Company’s annual realised net capital gain and ordinary
earnings, subject to an interest charge. If the Electing US Holder is not a corporation, such an
interest charge would be treated as non-deductible ‘‘personal interest’’.
Distributions paid by the Company from earnings and profits to US Holders of Shares will not be
treated as dividends to the extent previously included in the US Holder’s income under a QEF
election.
The procedure for a US Holder to make an effective QEF election will depend on whether the year
of the election is the first year in the US Holder’s holding period in which the Company is a PFIC.
If the US Holder makes a QEF election in that first year, i.e., a timely QEF election, then the US
Holder may make the QEF election by simply filing the appropriate documents at the time the US
Holder files its tax return for such first year. If, however, the Company was a PFIC in a prior year
during which the US Holder held Shares, then, in addition to filing documents, the US Holder must
elect to recognise (a) any gain that the US Holder would otherwise recognise if it sold those Shares
on the qualification date, or (b) if the Company is a ‘‘controlled foreign corporation’’, the US
Holder’s pro rata share of the Company’s post-1986 earnings and profits as of the ‘‘qualification
date’’. A ‘‘controlled foreign corporation’’ is a corporation of which more than 50 per cent. of the
total combined voting power of all classes of shares entitled to vote or the total value of the shares
of the corporation is owned, actually or constructively, by US persons within the meaning of Section
7701(a)(31) of the Code, each of which owns, actually or constructively, 10 per cent. or more of the
total combined voting power of all classes of the corporation’s shares entitled to vote. The
‘‘qualification date’’ is the first day of the Company’s first tax year in which the Company qualified
as a QEF with respect to such US Holder. The elections to recognise such gain or earnings and
profits can only be made if such US Holder’s holding period for the Shares includes the qualification
date. By electing to recognise such gain or earnings and profits, the US Holder will be deemed to
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have made a timely QEF election. A QEF election, once made with respect to the Company, applies
to the tax year for which it was made and to all subsequent tax years, unless the election is
invalidated or terminated, or the IRS consents to its revocation.
If a US Holder does not make a timely QEF election during a year in which the Holder holds (or is
deemed to have held) the Shares and the Company is a PFIC, then the special rules discussed above
will apply to (a) gains realised on an actual or constructive disposition of the Holder’s Shares, and
(b) certain ‘‘excess distributions’’, within the meaning of Section 1291 of the Code, by the Company.
PFIC – Mark-to-Market Election
US Holders that hold (actually or constructively) marketable stock of a non-US corporation that
qualifies as a PFIC may elect to mark such stock annually to the market (‘‘mark-to-market election’’).
If such election is made, the US Holder generally will not be subject to the special rules discussed
above concerning excess distributions. Instead, any excess of the fair Market Value of the Shares at
the close of the tax year over the US Holder’s adjusted basis in such Shares will be included in the
Holder’s income. The US Holder may deduct any excess of the US Holder’s adjusted tax basis in the
Shares over the fair Market Value of such Shares at the close of the taxable year; however,
deductions are limited to the net mark-to-market gains on Shares that the US Holder included in
income in prior tax years. A US Holder’s adjusted basis in the Shares is increased by the income
recognised under the mark-to-market election and decreased by the deductions allowed under the
election. Income recognised under the mark-to-market election and gain on the sale of Shares with
respect to which an election is made will be treated as ordinary income. Deductions allowed under
the election and loss on the sale of Shares with respect to which an election is made, to the extent
that the amount of loss does not exceed the net mark-to-market gains previously included, will be
treated as ordinary losses. Any remaining loss on the sale of Shares will be treated as capital loss.
The source of any income or losses as US or foreign source is determined as if the amount were a
gain or loss from the sale of stock in the Company. There can be no assurance that Shares will be
deemed to be marketable stock for purposes of the mark-to-market election such that the mark-tomarket
election will be available to US Holders of the Shares.
Indirect Investments in PFICs
Similar rules to those described under ‘‘PFIC – Default Excess Distribution Rules’’ would apply in
respect of an interest in any lower-tier PFIC subsidiary where a US Holder is deemed to own that
interest under the PFIC rules, unless a US Holder has made one of the mitigating elections discussed
in ‘‘PFIC – Qualified Electing Fund Election’’ or ‘‘PFIC – Mark-to-Market Election’’ or the
Company is able to elect and has elected to treat each of its direct and indirect subsidiaries as a
disregarded entity or partnership, as applicable, for US federal income tax purposes.
In particular, a US Holder will be subject to the adverse PFIC consequences described above upon
the occurrence of any transaction that decreases the US Holder’s proportionate interest in a lower-tier
PFIC, or upon the deemed receipt of certain distributions from a lower-tier PFIC, unless the US
Holder is able to make, and does in fact make, a valid QEF election or a valid mark-to-market
election with respect to that lower-tier PFIC (regardless of whether any such election is made with
respect to the Company or any other lower-tier PFIC). However, there can be no assurance that any
lower-tier PFIC will comply with the recordkeeping requirements, or make available the US tax
information, necessary to allow US Holders to elect to treat such lower-tier PFIC as a QEF. In
addition, there can be no assurance that US Holders will be able to make a mark-to-market election
with respect to the shares of a lower-tier PFIC even if such shares constitute marketable stock for
purposes of the mark-to-market election. Additionally, the Company does not expect to make an
election to treat each of its current or future eligible direct and indirect subsidiaries as a disregarded
entity or partnership, as applicable, for US federal income tax purposes.
US Holders should consult their own tax advisers regarding the tax consequences to them as a result
of the Company’s direct or indirect investment in a PFIC, including the consequences of a QEF or
mark-to-market election.
Certain Other Considerations relating to PFICs
The IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would treat as
taxable certain transfers of PFIC stock by US Holders not making a QEF election that are generally
not otherwise taxed, such as gifts or exchanges pursuant to corporate reorganisations. Generally, in
such cases the basis of the Shares in the hands of the transferee and the basis of any property
received in the exchange for the Shares would be increased by the amount of gain recognised. Under
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these proposed Treasury Regulations, an Electing US Holder would not be taxed on certain transfers
of PFIC stock, such as gifts or exchanges pursuant to corporate reorganisations. The transferee’s
basis in these cases will depend on the manner of the transfer. The specific tax effect to the US
Holder and the transferee may vary based on the manner in which the Shares are transferred.
Certain special, generally adverse, rules will apply with respect to the Shares while the Company is a
PFIC, whether or not it is treated as a QEF. For example, a US Holder that uses PFIC stock as
security for a loan (including a margin loan) will, except as may be provided in Treasury Regulations,
be treated as having made a taxable disposition of such Shares.
Under certain circumstances, Shares held by a Non-US Holder may be attributed to a US person
owning an interest, directly or indirectly, in the Non-US Holder. In this event, dividends and other
transactions in respect of the Shares (or the shares of direct or indirect subsidiaries of the company)
would be attributed to such US person for purposes of applying the PFIC rules.
If the Company and its (direct and indirect) subsidiaries were PFICs, a US Holder generally would
be required to either: (a) file IRS Form 8621 for each such PFIC in which it owns (directly or
indirectly) shares in such PFIC, or (b) file an IRS Form 8621 for the Company in which it owns
Shares and, in an attachment, provide the information required on Form 8621 for each of the PFICs
owned directly or indirectly by the Company.
Prospective US Holders of the Shares should consult their tax advisors concerning the treatment of
income and gains, and the availability and desirability of making a QEF election or a mark-to-market
election in respect of the Shares and interests in any lower-tier PFICs under the PFIC rules.
Backup Withholding and Information Reporting
Payments in respect of Shares may be subject to information reporting to the IRS and to US backup
withholding tax at a rate equal to the fourth lowest income tax rate applicable to individuals, which,
under current law, is 28 per cent. Backup withholding will not apply, however, if the Shareholder (a)
is a corporation or falls within certain exempt categories, and demonstrates that fact when so
required, or (b) furnishes a correct taxpayer identification number and makes any other required
certification.
Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules
may be credited against a US Holder’s US tax liability, and a US Holder may obtain a refund of
any excess amounts withheld under the backup withholding rules by filing the appropriate claim for
refund with the IRS.
A US Holder may be required to report, with its tax return for the tax year that includes the date on
which the purchase of Shares occurs, certain information relating to the purchase of the Shares on
IRS Form 926. In the event a US Holder subject to reporting fails to file any such required form, the
US Holder could be subject to a penalty equal to 10 per cent. of the gross amount paid for the
Shares subject to a maximum penalty equal to US$100,000 (except in cases of intentional disregard).
A US Holder that participates in any ‘‘reportable transaction’’ (as defined in Treasury Regulations)
must attach to its US federal income tax return a disclosure statement on Form 8886. US Holders
should consult their own tax advisers as to the possible obligation to file Form 8886 with respect to
the sale, exchange or other disposition of any non-US currency received as a dividend on, or as
proceeds from the sale of, Shares.
This summary is for general information only and it is not intended to be, nor should it be construed to
be, legal or tax advice to any Shareholder or prospective Shareholder. Further, this summary is not
intended to constitute a complete analysis of all US federal income tax consequences relating to US
Holders of their acquisition, ownership and disposition of the Shares. Accordingly, prospective US
Holders of the Shares should consult their own tax advisers about the US federal, state, local, and non-
US tax consequences of the acquisition, ownership and disposition of the Shares.
Certain ERISA Considerations
The U.S. Employee Retirement Income Security Act of 1974, as amended (‘‘ERISA’’), and the
Internal Revenue Code of 1986, as amended (the ‘‘Code’’) impose certain restrictions on (i) employee
benefit plans (as defined in Section 3(3) of ERISA) subject to Part 4 of Subtitle B of Title I of
ERISA (‘‘Plans’’) (ii) plans described in Section 4975(e)(1) of the Code, including individual
retirement accounts and Keogh plans to which Section 4975 of the Code applies (also ‘‘Plans’’), (iii)
any entities whose underlying assets include plan assets by reason of a Plan’s investment in such
entities (together with Plans, ‘‘US Benefit Plan Investors’’) and (d) persons who have certain specified
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elationships to such Plans (‘‘parties in interest’’ under ERISA and ‘‘disqualified persons’’ under the
Code; collectively, ‘‘Parties in Interest’’). An insurance company’s general account may be deemed to
include assets of the Plans that have an interest in such account (e.g. through the purchase of an
annuity contract), in which case the insurance company would be treated as a Benefit Plan Investor
and a Party in Interest with respect to Plans having an interest in the general account. ERISA,
among other things, imposes certain duties on persons who are fiduciaries of Plans subject to ERISA
and ERISA and the Code prohibit certain transactions between a Plan and Parties in Interest with
respect to the Plan. Violations of these rules may result in the imposition of excise taxes and other
penalties and liabilities under ERISA and the Code.
The United States Department of Labor (‘‘DOL’’) has issued a regulation (29 C.F.R. §2510.3-101)
concerning when the assets of a Plan will be considered to include the assets of an entity in which the
Plan invests (as modified by Section 3(42) of ERISA, the ‘‘Plan Asset Regulation’’). Under the Plan
Asset Regulation, if a Plan invests in an ‘‘equity interest’’ of an entity that is neither a ‘‘publicly
offered security’’ nor a security issued by an investment company registered under the U.S.
Investment Company Act of 1940, the Plan’s assets are deemed to include both the equity interest
itself and an undivided interest in each of the entity’s underlying assets, unless it is established that
the entity is an ‘‘operating company’’ or that equity participation by Benefit Plan Investors is not
‘‘significant’’.
Under the Plan Asset Regulation, the Shares constitute ‘‘equity interests’’ in the Company, but are
not ‘‘publicly offered’’ (as defined in the Plan Asset Regulation) or issued by a Company registered
under the U.S. Investment Company Act of 1940. Therefore, if at any time equity participation in the
Company by US Benefit Plan Investors is ‘‘significant,’’ within the meaning of the Plan Asset
Regulation, the Company’s assets could be deemed to be the assets of any US Benefit Plan Investors
holding Shares at such time. If the assets of the Company were deemed to constitute the assets of
any Plans holding Shares then, among other things: (i) the Investment Manager and other persons
providing services to the Company could be fiduciaries and/or Parties in Interest under ERISA and
the Code, (ii) transactions involving the Company’s assets could constitute direct or indirect
prohibited transactions, resulting in the imposition of excise taxes, other liabilities, and/or the required
rescission of the prohibited transaction, and (iii) the fiduciary causing the Plan to make an investment
in the Shares could be deemed to have impermissibly delegated its responsibility to manage the assets
of the Plan.
Under the Plan Asset Regulation, equity participation by US Benefit Plan Investors is ‘‘significant’’
on any date if, immediately after the most recent acquisition of any equity interest in the entity,
25 per cent. or more of the value of any class of equity interest in the entity is held by US Benefit
Plan Investors (the ‘‘25 per cent. threshold’’). Under Section 3(42) of ERISA, a US Benefit Plan
Investor that is an entity (and not itself an Plan) is considered to hold plan assets only to the extent
of the percentage of the equity held by Benefit Plan Investors. For purposes of making any
determination under the 25 per cent. threshold, the value of any Shares held by a person (other than
a US Benefit Plan Investor) that has discretionary authority or control with respect to the assets of
the Company or that provides investment advice for a fee (direct or indirect) with respect to such
assets, or any affiliate of such a person, is disregarded.
Each purchaser is required to represent, or is deemed to represent, that it is not a Benefit Plan
Investor, or any other employee benefit plan subject to any federal, state, local or other law or
regulation that is substantially similar to the prohibited transaction provisions of Section 406 of
ERISA or Section 4975 of the Code (‘‘Similar Law’’). Purchases and sales of Shares on the London
Stock Exchange will not be monitored for compliance with the 25 per cent. threshold, and no
assurance can be given with respect to such compliance.
U.S. Treasury Circular 230 Notice
THE TAX DISCUSSION CONTAINED HEREIN WAS NOT INTENDED OR WRITTEN TO BE
USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING
US FEDERAL TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. THIS
DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE
SHARES DESCRIBED IN THIS DOCUMENT. EACH TAXPAYER SHOULD SEEK ADVICE
BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT
TAX ADVISER.
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Part XII
General Information
1. Incorporation and Administration
1.1 The Company was incorporated under the name Insight European Real Estate Trust S.A. on 6
June 2005 as a public limited company (société anonyme) under the laws of Luxembourg.
Pursuant to a resolution of an extraordinary general meeting of Shareholders held on
17 November 2006, the Company was converted into an investment company with fixed capital
(société d’investissement à capital fixe) under the form of a public limited company (société
anonyme) under part II of the Investment Funds Act and renamed Invista European Real Estate
Trust SICAF. The deed of incorporation of the Company was published on 17 October 2005 in
the Mémorial. The Articles were amended most recently by a notarial deed that will be
published in the Mémorial on 15 December 2006. The Company is registered with the Registre
de Commerce et des Sociétés du Tribunal d’Arrondissement de et à Luxembourg under number
B108.461. The registered office of the Company is 25B Boulevard Royal, L-2449 Luxembourg.
The Company has no employees. The Company is subject to the supervision of the CSSF.
1.2 The Company’s accounting period will end on 30 September of each year. The first accounting
period of the Company after its conversion into a SICAF will end on 30 September 2007.
1.3 Changes in the authorised and issued share capital of the Company since incorporation are
summarised in paragraph 2.1 below.
1.4 KPMG Audit S.à.r.l has been the only auditor of the Company since its incorporation. The
annual report and accounts will be prepared according to International Financial Reporting
Standards.
1.5 The audited consolidated financial statements of the Group for the period to 30 September 2006
are set out in Part VII of this Prospectus. Note 22 to those statements refers to post balance
sheet events that have occurred in the month to 31 October 2006, including the conversion of
Solingen Logistik – Zentrum GMBH & Co. KG into a limited partnership and the subsequent
dissolution of the limited partnership, a commitment by the Company to purchase an investment
property in Riesa, Germany and the Company entering into further hedging arrangements.
In addition, in the period to 22 November 2006, the Group has acquired three investment
properties Sun (owned by a special purpose vehicle called Invista European RE Sun Propco
S.à.r.l.), Nova (owned by a special purpose vehicle called Invista European RE Nova Propco
S.à.r.l.) and Cergy (acquired as an asset). The property and associated acquisition costs for these
assets totalled A72.6 million resulting in a write off of capitalised acquisition cost of A2.0 million
(to reflect the Market Value as set out in Part VI: ‘‘Valuation Report’’). Total debt drawn down
to finance the acquisitions amounted to A74.9 million. The combined impact on NAV amounted
to a reduction of A4.6 million.
The Group has also paid a deposit of A2 million in relation to the future acquisition of a
property in Riesa.
Save as otherwise disclosed above and elsewhere in this Prospectus, there has been no significant
change in the financial or trading position of the Group since 30 September 2006, the end of
the last financial period for which audited financial statements have been prepared.
2. Share and Loan Capital
2.1 At incorporation the Company had a subscribed share capital of A33,000 comprising 3,299 A
shares and 1 B share, both A and B shares having a par value of A10 each, issued to certain of
the Existing Shareholders fully paid at a price of A10 each.
On 27 September 2005 the Company increased its share capital to 692,151 shares by the issue of
688,851 fully paid A shares at a price of A10 each.
On 17 February 2006, the Company reclassified 230,716 A shares as B shares at which point
461,434 A shares and 230,717 B shares were held by the Existing Shareholders.
130

Over the period from June 2005 to the date of this Prospectus the Existing Shareholders made
Shareholder Loans for an aggregate amount of A70.9 million to the Company. On 17 November
2006 all A shares and B shares were converted into shares with a par value of A1.25
(corresponding to a share split of 1 to 8) and all A shares and B shares were reclassifed as
Shares.
Shares will be issued prior to Admission to the Existing Shareholders in exchange for the
consideration in kind represented by the conversion of their Shareholder Loans as referred to in
Part II – ‘‘Fees and Expenses of the Company’’ – ‘‘Initial Property Acquisition Expenses’’. On
the basis of the Assumptions, 35,338,497 Shares will be issued to the Existing Shareholders on
conversion of their Shareholder Loans.
If there is no need to reimburse acquisition expenses in relation to any specific property on the
basis described in the section headed ‘‘Initial Property Acquisition Expenses’’ in Part I of this
document due to the fact that such property will not be acquired prior to Admission, the
number of Shares to be issued to the Existing Shareholders on conversion of their Shareholder
Loans will be reduced, as will the number of Shares to be sold by them in the Offer, and the
number of new Shares to be issued by the Company will be increased.
2.2 As at the date of this Prospectus, the Company has an authorised capital of A1,041,250,000
million divided into 833 million Shares with a par value of A1.25 per Share and an issued share
capital of A6,921,510 divided into 5,537,208 Shares, having a par value of A1.25 per Share, fully
paid.
2.3 On the basis that 63.0 million new Shares are issued under the Offer, as at the date of
Admission, the Company will have an authorised share capital of A1,041,250,000 divided into
833 million Shares with a par value of A1.25 per Share and an issued share capital of
A 129,844,631.25 divided into 103,875,705 million Shares with a par value of A1.25 per Share,
fully paid.
2.4 The capital of the Company may be increased or reduced by a resolution of the Shareholders
adopted in the manner required by the Companies Act for amendment of the Articles.
2.5 The Board is authorised and empowered to:
* issue from time to time additional Shares up to the total authorised capital by
contributions in cash or contributions of non-cash consideration; and
* determine the conditions of any such increase in capital including, in relation to
contributions in cash and in kind, the price per Share, payment terms and terms of
delivery.
This authorisation is valid for a period of 5 (five) years from 17 November 2006.
Following each increase or decrease of the corporate capital effected and duly stated in the form
provided for by the Companies Act, the Articles will be modified so as to reflect the actual
increase or decrease.
2.6 The net assets of the Company may not be less than A1,250,000 pursuant to the Investment
Funds Act. This minimum must be reached within a period of six months following the
authorisation of the Company as a SICAF. This minimum level of net assets has already been
attained by the Company.
2.7 It is expected that the new Shares to be issued by the Company in connection with the Offer
will be allotted (conditional upon Admission) pursuant to a resolution of the Board to be
passed shortly before Admission.
2.8 Subject to the exceptions set out in paragraph 14 of this Part XII, Shares issued by the
Company are freely transferable.
2.9 Save as disclosed in paragraph 2.1 of this Part XII, since the date of incorporation, there has
been no alteration in the share capital of the Company, no share of the Company has been
issued or agreed to be issued, or is now proposed to be issued either for cash or any other
consideration and no commissions, discounts, brokerages or other special terms have been
granted by the Company in connection with the issue or sale of any such capital.
2.10 No share capital of the Company is under option or agreed, conditionally or unconditionally, to
be put under option.
131

2.11 All of the Shares will be in registered form and the Depositary Interests will be eligible for
settlement in CREST. Temporary documents of title will not be issued.
3. Directors’ and other interests
3.1 Tom Chandos will be applying for 20,000 Shares and Duncan Owen will be applying for 5,000
Shares in the Public Offer. No Director, including any connected person, the existence of which
is known to or could with reasonable diligence be ascertained by that Director whether or not
held through another party, has an interest in the share capital of the Company or any options
in respect of such capital.
3.2 Each of the Directors will receive a fee of A30,000 per annum from the Company except for the
Chairman who will be entitled to receive a fee of A52,000 per annum and the chair of the audit
committee who will be entitled to receive a fee of A35,000 per annum. No commissions or
performance related payments will be made to the Directors by the Company. The aggregate
remuneration and benefits in kind of the Directors in respect of the Company’s accounting year
ending on 30 September 2007 which will be payable out of the assets of the Company are not
expected to exceed A250,000.
3.3 No Director has a service contract with the Company or any of its subsidiaries nor are any
such contracts proposed. The Directors were appointed as non-executive directors pursuant to
letters of appointment for an initial period of 6 years by the general meeting of Shareholders
held on 17 November 2006. A Director’s appointment may be terminated by the general
meeting of Shareholders at any time. The Board shall table a resolution for the dismissal of a
Director to the general meeting of Shareholders amongst other things, if: he shall have absented
himself from meetings of the Board for a consecutive period of six months and the Board
resolves that his office shall be vacated; he becomes of unsound mind or incapable; he becomes
insolvent; or he becomes resident for tax purposes in the United Kingdom and, as a result
thereof, a majority of the Directors cease to be resident for tax purposes other than in the
United Kingdom.
3.4 No loan has been granted to, nor any guarantee provided for the benefit of, any Director by
the Company.
3.5 If a Director has a potential conflict of interest between his duties to the Company and his
private interests or other obligations owed to third parties on any matter submitted to the
approval of the Board, the relevant Director will disclose his conflict of interest to the rest of
the Directors, absent himself from any part of a Board meeting during which such matter is
being deliberated by the Board and not vote on any resolution in respect of such matter unless
such matter relates to a transaction entered into in the normal course of business and on arms’s
length terms. At the next following general meeting of Shareholders, and before votes are taken
on any other matter, the Shareholders will be informed of those cases in which a Director had a
personal interest contrary to, or conflicting with, that of the Company.
3.6 Duncan Owen is the Chief Executive Officer of Invista and a Director of the Investment
Manager and Robert Kimmels is the Assistant Managing Director of the Administrator.
Pursuant to the Listing Rules, as a Director of the Investment Manager Duncan Owen will be
subject to annual re-election by Shareholders as a Director of the Company. Save for this, none
of the Directors has, or has had, any interest in any transaction which is or was unusual in its
nature or conditions or significant to the business of the Group and which has been effected by
the Group since its incorporation and which remains in any respect outstanding or unperformed.
3.7 As at the date of this Prospectus, none of the Directors:
3.7.1 has any unspent convictions in relation to indictable offences;
3.7.2 has been bankrupt or entered into an individual voluntary arrangement;
3.7.3 has been a director of any company (in an executive capacity) at the time of, or within 12
months preceding, any receivership, compulsory or creditors’ voluntary liquidation,
administration, company voluntary arrangement, or any composition or arrangement with
its creditors generally or any class of the creditors of such company;
3.7.4 has been a partner in any partnership at the time of, or within 12 months preceding, any
receivership, compulsory liquidation, administration or partnership voluntary arrangement
of such partnership;
132

3.8
3.7.5 has had any of his assets the subject of any receivership or has been a partner of a
partnership at the time of or within 12 months preceding any assets thereof being the
subject of a receivership; or
3.7.6 has been subject to any public criticisms of him by any statutory or regulatory authority
(including designated professional bodies) nor has he ever been disqualified by a court
from acting as a director of a company or from acting in the management or conduct of
the affairs of a company within the last 5 years.
None of the Directors has a family relationship with any other Director.
3.9 The Company will maintain Directors’ and Officers’ liability insurance on behalf of the
Directors at the expense of the Company to the extent that the Company is able to obtain such
insurance.
3.10 In addition to their directorships of the Company, the Directors hold or have held the following
directorships, and are or were partners of the following partnerships, over or within the past 5
years:
Name Current Directorships and Partnerships Past Directorships and Partnerships
Tom Chandos Active Media Services Inc.
Altergraphics Limited
Capital & Regional plc
Charities Investment Manager Limited
Charibond
Cleobury Limited
Easter Holdings Limited
GFH Strategy Limited
Global Natural Energy plc
Grayling International Limited
Newincco 531 Limited
Northbridge Management Limited
Northbridge UK Limited
Northbridge Ventures Limited
Queen’s Walk Investment Limited
RSMB Television Research Limited
Sand Aire Limited
Scopetime Limited
Social Market Foundation Limited
Splash Media Limited
Steamroller Limited
Whitesun Growth Capital Limited
Zone Limited
Michael Chidiac BEL TOP S.à.r.l.
Darbex Eurl
Elanpost Eurl
GER LOG 1 SA
GER LOG 2 SA
GER LOG 3 SA
GER LOG 4 SA
GER LOG 5 SA
IF 1 S.à.r.l.
IF LOG I S.à.r.l.
IF TOP S.à.r.l.
IG LOG 2 S.à.r.l.
IG LOG S.à.r.l.
IG Top S.à.r.l.
IG1 S.à.r.l.
Industrial Securities Cuisery S.à.r.l.
Industrial Securities Europe SA
Industrial Securities Luxembourg S.à.r.l.
Industrial Securities Nanterre S.à.r.l.
Industrial Securities Parc de Medici S.à.r.l.
Innovalisses Eurl
IPFR S.à.r.l.
IS Cuisery SAS
IS EF One S.à.r.l.
IS EF Two S.à.r.l.
IS Eurologistics Fund S.à.r.l.
Is Eurologistics Investments S.à.r.l.
IS EUROPE S.à.r.l.
IS European Services S.à.r.l.
IS Nanterre
IS Onnaing
133
Cine-UK Limited
Diversified Agencies (UK) Holdings Limited
Easter Capital Investment Holdings Limited
Hudson Sandler Limited
The Lionel Cooke Memorial Fund Limited
The Television Corporation plc
Tuskerdirect Limited
Udex Holdings Limited

Name Current Directorships and Partnerships Past Directorships and Partnerships
John
Frederiksen
IS Parc de Médicis
IT 1 S.à.r.l.
IT TOP S.à.r.l.
IVG European Core+Office SICAV
LSF Trinité S.à.r.l.
M.D.G. Eurl
Marcol European Services S.à.r.l.
Néochal Eurl
Paned Eurl
PEIF 2 S.à.r.l.
Périlouv Eurl
Plyton Eurl
POL 1 S.à.r.l.
POL TOP S.à.r.l.
RealCorp Luxembourg SA
Repco 1 SA
Repco 2 SA
Repco 3 SA
Repco 4 SA
Repco 5 SA
Repco 6 SA
Repco 7 SA
Repco 8 SA
Repco 9 SA
Repco 10 SA
Repco 12 SA
Repco 13 SA
Repco 14 SA
Repco 15 SA
Repco 16 SA
Repco 17 SA
Repco 18 SA
Repco 19 SA
Repco 20 SA
Repco 21 SA
Repco 22 SA
Repco 23 SA
Repco 24 SA
Repco 25 SA
Repco 26 SA
Repco 27 SA
Repco 28 SA
Repco 29 SA
Repco 30 SA
Retail Properties Investment Trust S.à.r.l.
REVCAP IX Luxembourg S.à.r.l.
SCI Bois Bernoux
SCI Fontaine Aéroparc
SCI Médicis Park France
SCI Mermoz 21
Slov 1 S.à.r.l.
Slov Top S.à.r.l.
SLP 1 Eurl
WCC Europe S.à.r.l.
Berco ApS
Berco Deutchland GmbH
Cotswold Properties Limited
C.W. Obel Ejendomme A/S
Ejendomsaktieselskabet Helleholm
Ejendomsselskabet Storken A/S
Ejendomsselskabet Norden I Komplementar A/S
Fortunen A/S
Hellebo Park A/S
Højgaard Ejendomme A/S
Insight Foundation Property Trust Limited
Insight Foundation Property Limited
Insight Foundation Property (No 2) Limited
Insight Foundation Holding Company Limited
Jacob Holm & Sønner A/S
Oak Property Invest A/S
RenHold A/S
R98
SBS Byfornyelse s.m.b.a.
134
Bastionen A/S
Bastionen Group Limited (UK)
Bastionen Leopold N.V
Bastionen Parc Leopold N.V.
Bastionen Viking Holding B.V. (NL)
CancerClinic ApS
Dønnerup A/S
Danarota Technic A/S
Dandrit Biotech A/S
David Invest ApS
Ejendomsselskabet Norden A/S
Immobilière du Triomphe S.A.
RGS90 A/S
Tema Kapital Management A/S
Tema Kapital A/S
Tema Kapital I KS

Name Current Directorships and Partnerships Past Directorships and Partnerships
Robert
Kimmels
Sjælsø Gruppen A/S
SparInvest Property Fund K/S
Statens Ejendomssalg A/S
The Danish Property Federation
Tryg i Danmark s.m.b.a.
Tryg Vesta Group A/S
3i Esmalglass Holdings S.à.r.l.
3i Gamesa (a) Holdings S.à.r.l.
3i Gamesa (b&c) Holdings S.à.r.l.
3i La Sirena (a) Holdings S.à.r.l.
3i La Sirena (b&c) Holdings S.à.r.l.
3i Panreac Holdings S.à.r.l.
3M Global Capital S.à.r.l.
ABX Luxembourg Holdings 1 S.A.
Alpina Investments S.à.r.l.
Avenue Luxembourg S.à.r.l.
Barnes Group Luxembourg (No.1) S.à.r.l.
BVC Romanian Holding S.à.r.l.
BW Luxembourg S.à.r.l.
CL (Lux 1) S.à.r.l.
Canal Business Park NV
Capitalpost Luxembourg S.à.r.l.
Captiva Capital II S.à.r.l.
Captiva Capital Partners II S.C.A.
Captiva Capital Partners S.C.A.
Captiva Capital S.à.r.l.
CAS Services SA
Cedobar S.à.r.l.
Cheyne Deutsche Fond I GP S.à.r.l.
Cheyne Deutsche Fond I S.à.r.l.
Citco Deutschland GmbH
Company
East Certification & Service Limited
Finaluxe S.à.r.l.
Global Link Translations Limited
GoldenTree Asset Management Lux II S.à.r.l.
GoldenTree Asset Management Lux S.à.r.l.
Invista European RE Delta PropCo S.à.r.l.
Invista European RE Heusenstamm Propco S.àr.l.
Invista European RE Lutterberg Propco S.à.r.l.
Invista European RE Lyon Propco S.à.r.l.
Invista European RE Marseille Propco S.à.r.l.
Invista European RE Monbonnot Holdco 1 S.à.r.l.
Invista European RE Monheim Propco S.à.r.l.
Invista European RE Nanteuil Propco S.à.r.l.
Invista European RE Pocking Propco S.à.r.l.
Invista European RE Riesapark PropCo S.à.r.l.
Invista European RE Roth PropCo S.à.r.l.
Invista European RE Solingen Propco S.à.r.l.
Invista European RE Villeurbanne HoldCo S.à.r.l.
Invista European Real Estate Finance S.à.r.l.
Invista European Real Estate Holdings S.à.r.l.
Invista European Real Estate Trust SICAF
Joma Advisers
Luxembourg Corporation Company SA
Marathon Luxembourg S.à.r.l.
Matrix Austria Holdings One S.à.r.l.
Matrix EPH S.à.r.l.
Matrix German Portfolio No 1 Celle S.à.r.l.
Matrix German Portfolio No 1 Dusseldorf S.à.r.l.
Matrix German Portfolio No 1 Frankfurt S.à.r.l.
Matrix German Portfolio No 1 Holdco S.à.r.l.
Matrix German Portfolio No 1 Munster S.à.r.l.
Matrix German Portfolio One Kaiserslautern S.à.r.l.
Matrix La Gaude Investment S.à.r.l.
Matrix La Gaude Property S.à.r.l.
Matrix La Gaude SA
Matrix St-Laurent-de-Mure S.à.r.l.
Miu Miu Finance Limited
Nabors Lion S.à.r.l.
NYLIM Mezzanine LuxCo S.à.r.l.
Old Lane Luxembourg Master Fund S.à.r.l.
Old Lane Management Luxembourg S.à.r.l.
Premium Agriculture Components Limited
135
3i Baltic Investments SA
3i Nordic 2002 S.A.
Ace Investment SA
Ad van der Staaij B.V.B.A.
Air Link S.à.r.l
Aktiva Ventures Belgium B.V.B.A.
Algos S.à.r.l.
Alneco Holding N.V.
Ansell Belgium Holdings S.P.R.L.
B.B. Finco S.A.
Bacuri Serviços e Investimentos Lda
Bad Langensalza S.à.r.l.
Bad Langensalza S.à.r.l.
Bad Schonborn S.à.r.l.
Balliston Limited
Barrusca N.V.
Baudinter SPRL
BCF II Belgium Holding SPRL
Belgian Turbine Lease Corporation NV
Bellcim N.V.
Bluewood N.V.
Brownee S.A.
Cadmus Capital N.V.
Callahan Investment Partners Korea SPRL
Chiquapo B.V.B.A.
Comp. Générale des Hautes Techn. (Belgique)
SPRL
Copa S.A.
Corozan N.V.
Corronet S.A.
Corronet S.A.
CTC Holdings I SPRL
CTC Holdings II SPRL
De Rode Beuk N.V.
Deltalux GP S.à.r.l.
Deltalux Holdings GP S.à.r.l.
Deltalux Holdings LP S.à.r.l.
Eden Investments LLC
Euro Invest N.V.
Euro Sific Investments N.V.
Euro-Industrie Service S.A.
Euroware S.A.
Euroware S.A.
F.I.M. Systems Ltd
Gallea Holding B.V.B.A.
Gedece N.V.
Geijer SPRL
Global Multitech Systems & Investments
Gondry Development Services Limited
GS Development Belgium S.P.R.L.
Haflo Holding B.V.B.A.
HC Investissements II S.à.r.l.
HC Investissements S.à.r.l.
HC Luxembourg II S.à.r.l.
HC Luxembourg III S.à.r.l.
Hi-Morhal Technologies N.V.
Hutton Collins Luxembourg S.à.r.l.
ICC-International Communication SA
Infovest S.A.
Ingest Limited
JK & B Spearhead S.P.R.L.
JPFGA Holding SA
Kingsville Limited
Klotze S.à.r.l.
Kodan S.P.R.L.
Kumateco B.V.B.A.
Kyritz S.à.r.l.
Lampiao Serviços Lda

Name Current Directorships and Partnerships Past Directorships and Partnerships
Resolution Holdings Luxembourg Bilbao S.à.r.l.
Rium Capital Partners, S.à.r.l.
RQ Luxembourg S.à.r.l.
TCG Gestion SA
Teaco Finance S.à.r.l.
Vinebridge Limited
Duncan Owen Clerical Medical (Bletchley) Limited
Clerical Medical (Bradford) Nominees Limited
Clerical Medical (Halisham) One Limited
Clerical Medical (Halisham) Two Limited
Clerical Medical (Industrial)
Clerical Medical (Industrial) Nominees Limited
Clerical Medical (Maidstone) Nominees Limited
Clerical Medical (Offices)
Clerical Medical (Offices) Nominees Limited
136
Le Relais Vieuxville 1756 S.A.
Lemwerder S.à.r.l.
Lods Investments Limited
Logispring Investment Fund N.V.
Matrix St Etienne Holdco S.à.r.l.
Menezuca B.V.B.A.
MEPV Finance Company S.à.r.l.
Merlin Investments BVBA
Milky Transport Industries Limited
Millennium European Holdings S.à.r.l.
MNCC INTERNATIONAL S.A.
Monocom N.V.
Multilink Holding BVBA
Multitelco N.V.
Nauheim Estates S.à.r.l.
Nice World S.A.
Noble Holding Europe S.à.r.l.
Oakent Limited
Oakworth Limited
Obanglen Limited
Overseas Properties Limited
Pace Global N.V.
Palmira S.A.
Pegase Finance s.p.r.l.
Pelckon Holdings Limited
Penbarth
Pharao S.P.R.L.
Polatum s.p.r.l.
POWA (Belgium) S.P.R.L.
Powderton Holdings Limited
Prel N.V.
Procell Limited
Quantum Holdings Comm.V.A.
Quantum Management S.P.R.L.
Radensleben S.à.r.l.
Redcreek Holding S.à.r.l.
Rural Development Holdings Limited
Sacresa Belgique S.A.
Sandedge Limited
Saxony Capital GP S.à.r.l.
Saxony Capital SCA
Saxony Holdings S.à.r.l.
Sedgemere Management Limited
Sportal S.P.R.L
Steemers Investments N.V.
Stefreba S.P.R.L.
Stocksund Invest S.P.R.L.
Sundblad Management SPRL
Tapazeca B.V.B.A.
Taraka Ventures S.A.
Tauranga S.P.R.L.
Teufelsbad S.à.r.l.
Thale S.à.r.l.
Toha Invest Belgium N.V.
Trec BVBA
Treuenbrietzen S.à.r.l.
Waldkirch S.à.r.l.
Weinheim Estates S.à.r.l.
Wellryte Limited
Wildewoud S.A.
Wolmirstedt S.à.r.l.
Zeltia Belgique S.A.
ZLB Bioplasma Belgium s.p.r.l.
Zuid Properties NV
Zymet Pharmaceutical Developments Limited
Arnold House Limited
Aguila (ES) Limited
Aguila (Daventry) Limited
Barlows Eastbourne Limited
Clerical Medical (Charter Quay Number 1)
Limited
Clerical Medical (Charter Quay Number 2)
Limited
Clerical Medical (Charter Quay Number 3)

Name Current Directorships and Partnerships Past Directorships and Partnerships
Clerical Medical (Retail)
Limited
Clerical Medical (Retail) Nominees Limited
Clerical Medical (Charter Quay Number 4)
Clerical Medical (Theale) Nominees Limited
Limited
Clerical Medical (Wakefield) Nominees Limited Clerical Medical (Charter Quay Number 5)
Clerical Medical (Waltham Cross) Nominees Limited Limited
Clerical Medical (Welwyn) Nominees Limited
Clerical Medical (Dartford) Limited
Clerical Medical (Woking) Nominees Limited
Clerical Medical (Dartford Number 2) Limited
Clifton Park Management Limited
Clerical Medical (Dartford Number 3) Limited
Delancey Arnold Co. Limited
Clerical Medical (Dartford Number 4) Limited
Delancey Arnold UK Limited
Clerical Medical (Daventry) Limited
Delancey Rolls Co. Limited
Clerical Medical (Elmsleigh) Nominee Limited
Delancey Rolls UK Limited
Clerical Medical (ES) Limited
Insight Property Management Limited
Clerical Medical (Fort Shopping Centre) Limited
Invista Real Estate Investment Management Holdings plc Clerical Medical (Haverfordwest No. 1) Limited
Invista Real Estate Investment Management (CI) Limited Clerical Medical (Haverfordwest No. 2) Limited
Invista Real Estate Investment Management Limited Clerical Medical (Haymarket Towers) Limited
McKenzie Portfolio Nominees (No 1a) Limited Clerical Medical (Haymarket Towers) One
McKenzie Portfolio Nominees (No 1b) Limited Limited
McKenzie Portfolio Nominees (No 2a) Limited Clerical Medical (Industrial) GP Limited
McKenzie Portfolio Nominees (No 2b) Limited Clerical Medical (Offices) GP Limited
UK Prime Student Limited
Clerical Medical (Princes Quay, Hull) Limited
UKPS (No. 1) Limited
Clerical Medical (Retail) GP Limited
Westbury (Hull) Limited
Clerical Medical (Theale) Limited
Westbury (Yorkshire) Limited
Clerical Medical (Waterlooville One) Limited
Clerical Medical (Waterlooville Two) Limited
Clerical Medical (Waterlooville Three) Limited
Clerical Medical (Waterlooville Four) Limited
Clerical Medical (Waterlooville Five) Limited
Clerical Medical Bristol Limited
Clerical Medical Bristol One Limited
Clerical Medical Clevedon Limited
Clerical Medical Clevedon One Limited
Clerical Medical London Limited
Clerical Medical London One Limited
Clerical Medical Narrow Plain Limited
Clerical Medical Narrow Plain One Limited
Clerical Medical The Light Leeds Centre Limited
Clerical Medical The Light Leeds Hotel Limited
Equitable Investment Managers Limited
General Partner Rolls & Arnold Limited
Gatehouse Investment Management Limited
Insight Fund Management Limited
Insight Investment B.V.
Insight Investment Custody Limited
Insight Investment Funds Management Limited
Insight Investment Management (Global)
Limited
Insight Investment Management (International)
Limited
Insight Investment Management (Mediterranean)
Limited
Insight Investment Management (UK) Holdings
Limited
Insight Investment Management Limited
Insight Investment Services Limited
Oystercatcher Nominees Limited
Oystercatcher Residential Limited
Oystercatcher Residential One Limited
Rolls House Limited
York and Becket GP Limited
York & Becket House Limited
York & Becket Nominees Limited
4. Dividend Policy
Five per cent (5 per cent.) of the annual profits of the Company will be allocated to the legal
reserve, as required under the Companies Act. This allocation will cease to be required as soon
and for so long as such legal reserve equals or exceeds ten per cent. (10 per cent.) of the par
value of the issued share capital of the Company as such capital is increased or reduced from
time to time.
137

The general meeting of Shareholders will, upon recommendation of the Board and within the
limits set out in the Articles, the Companies Act and Investment Funds Act, determine how the
balance of the annual profits of the Company will be disposed of, and may from time to time
declare, or authorise the Directors to declare dividends and distributions in respect of such
amounts.
Interim dividends may be paid upon decision of the Directors as authorised by the Articles. Any
such payment will, in addition, be subject to the following conditions:
(i) interim accounts must be drawn up showing that sufficient funds are available to cover the
dividend;
(ii) the amount to be distributed may not exceed total profits made since the end of the last
financial year for which the annual accounts have been approved, plus any profits carried
forward and less any sums to be placed to reserve pursuant to requirements of the law or
of the Articles;
(iii) the decision of the Directors to distribute an interim dividend may not be taken more than
two months after the date at which the interim accounts referred to under item (i) above
have been made up;
(iv) no final distribution may be decided upon less than six months after the close of the
preceding financial year or before approval of the annual accounts relating to that financial
year;
(v) where a first interim dividend has been paid, the decision to distribute a further interim
dividend may not be taken until at least three months have elapsed since the decision to
distribute the first interim dividend; and
(vi) where payments on account of interim dividends exceed the amount of the dividend
subsequently decided upon by the general meeting, they will, to the extent of the
overpayment, be deemed to have been paid on account of the next dividend.
In the course of their audit, the Auditors will review the profit allocations to the legal reserve
and the compliance of any proposed dividend distribution with the above conditions. Interim
dividends are subject to the Auditor issuing a report confirming that the above conditions have
been complied with and that sufficient funds are available to cover the dividend.
5. Major interests, restrictions on change of control, mandatory offers and squeeze-out provisions
Major interests
5.1 As at the date of this Prospectus, the Company is aware of the following persons, who
immediately following Admission, will be directly or indirectly interested in 3 per cent. or more
of the Company’s issued share capital: Uberior Europe Limited and Chelsfield Partners LLP will
together hold beween 15 per cent and 20 per cent. of the issued share capital of the Company,
of which Uberior Europe Limited will hold two thirds and Chelsfield Partners LLP will hold
one third (dependent on the number of Shares sold by them in the Offer). The Shares held by
Uberior Europe Limited and Chelsfield Partners LLP will have identical voting rights to Shares
held by other Shareholders in the Company. The Company is not aware of any person who,
immediately following Admission could, directly or indirectly, jointly or severally, exercise
control over the Company.
5.2 Restrictions on change of control
Following the implementation of the Takeover Directive in the UK and Luxembourg, any bid
for the takeover of the Company will be subject to shared regulation by the Panel in the UK
and the CSSF in Luxembourg. This is because the Company is incorporated in Luxembourg but
will have its Shares admitted to listed on the Official List and to trading on the London Stock
Exchange. Under the shared regulation regime, the Panel will be responsible for the supervision
of the bid including matters relating to the consideration offered, the bid procedure, the contents
of the offer document and disclosure in relation to the bid.
The CSSF will assume responsibility for matters relating to company law, in particular the
percentage of voting rights which confers control and any derogation from the obligation to
launch an offer, and provisions relating to what action (if any) may be taken by the board of a
target company to frustrate an approach by an unwelcome bidder.
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5.3 Mandatory Offer
Under the Takeover Bid Act any person that as a result of an acquisition of Shares obtains,
directly or indirectly and alone or together with persons acting in concert with it, Shares giving
it one third of the voting rights of the Company is required to make a bid to all Shareholders
for all their Shares. The mandatory bid must be addressed as soon as possible to all
Shareholders for all their Shares at fair price.
Under the Takeover Bid Act, a Shareholder may force any person who, as a result of a bid
tendered to all Shareholders, would hold more than 90% of the voting rights of the Company to
redeem its Shares at a fair price.
To date, no resolutions have been passed by the Shareholders to subject the Board to the
‘‘board passivity rule’’. Unless such a resolution is passed by the Shareholders, the Board is
therefore in principle authorised to take actions (e.g. an issue of new Shares within the limits of
the authorised share capital) which may result in making the takeover process more difficult for
a bidder without prior authorisation of the general meeting of the Shareholders.
5.4 Squeeze-out provisions
The Takeover Bid Act provides that where an offer has been made to all of the shareholders of
a company and the offeror holds not less than 95% of the share capital and voting rights in the
company then a right of squeeze-out will apply. If the offeror wishes to exercise this right, there
is a time limit of 3 months from the date on which the acceptance period for the offer ends.
The CSSF will ensure that a fair price is guaranteed for minority shareholders.
The price payable under a squeeze-out shall take the same form as the consideration offered in
the original bid and cash shall be offered at least as an alternative.
6. Calculation of the Net Asset Value
The NAV per Share shall be expressed in Euro and shall be determined as at any Valuation Day by
dividing (i) the net assets of the Company, being the value of the assets of the Company less the
liabilities of the Company, on any such Valuation Day, by (ii) the number of Shares then in issue, in
accordance with the valuation rules described below.
The NAV per Share may be rounded up or down to the nearest cent. If, since the time of
determination of the NAV per Share, there has been a material change in relation to a substantial
part of the properties or property rights of the Company, the Company may, in order to safeguard
the interests of the Shareholders and the Company, cancel the first valuation and carry out a second
valuation.
The accounts of the Property Subsidiaries or any other Subsidiaries or other real estate investment
vehicles in which the Company has a majority interest will be consolidated with the accounts of the
Company in accordance with IFRS and accordingly the underlying assets and liabilities are valued in
accordance with the valuation rules described below. The minority interests in quoted real estate
companies and unquoted real estate companies or other real estate investment vehicles are valued
respectively on the basis of the last available quotation and the probable net realisation value
estimated by the Company with prudence and good faith.
The value of the assets and liabilities of the Company shall be determined in accordance with IFRS,
provided that in relation to Real Estate Assets held by the Group, such valuation will be effected by
the Independent Valuer(s) as follows:
All Real Estate Assets will be valued by the Independent Valuer quarterly, on a desktop basis, and
they will perform a full valuation at the end of each financial year. In addition, the Independent
Valuer (or any other independent valuer(s) appointed by the Board of Directors of the Company
provided that the name(s) of the relevant entity(ies) be disclosed in the annual report and accounts of
the Company) shall value any Real Estate Assets before their acquisition or disposal. However, a new
valuation shall not be required if the disposal of the Real Estate Assets takes place less than six
months after the last valuation of such Real Estate Assets.
Acquisition prices may not be noticeably higher, nor sales prices noticeably lower, than the relevant
valuation except in exceptional circumstances which must be duly justified and detailed in the next
financial reports of the Company.
For the purpose of the calculation of Net Asset Value:
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(a) Shares of the Company to be redeemed or purchased (if any) shall be treated as existing and
taken into account until the date fixed for redemption or purchase, and from such time and
until paid by the Company the price therefor shall be deemed to be a liability of the Company;
(b) Shares to be issued by the Company shall be treated as being in issue as from the date of issue
and from such time and until received by the Company the price therefor shall be deemed to be
a debt due to the Company;
(c) all investments, cash balances and other assets expressed in currencies other than the Euro shall
be valued after taking into account the market rate or rates of exchange in force at the date
and time for determination of the NAV; and
(d) where on any Valuation Day, the Company has contracted to:
(i) purchase any asset, the value of the consideration to be paid for such asset shall be shown
as a liability of the Company and the value of the asset to be acquired shall be shown as
an asset of the Company; or
(ii) sell any asset, the value of the consideration to be received for such asset shall be shown
as an asset of the Company and the asset to be delivered by the Company shall not be
included in the assets of the Company,
provided, however, that if the exact value or nature of such consideration or such asset is not
known on such Valuation Day, then its value shall be estimated by the Company.
The value of other assets shall be determined as follows:
(a) the value of any accounts receivable, prepaid expenses, cash dividends and interest declared or
accrued as aforesaid and not yet received is deemed to be the full amount thereof, unless in any
case the same is unlikely to be paid or received in full, in which case the value thereof is arrived
at after making such discount as may be considered appropriate in such case to reflect the true
value thereof;
(b) any other securities and other assets shall be valued at fair market value as determined in good
faith pursuant to procedures established by the Company. Money market instruments held by
the Company with a remaining maturity of 90 days or less will be valued like cash; and
(c) cash and cash equivalents are recognised initially at fair value. Subsequent to initial recognition,
cash and cash equivalents are measured at amortised cost using the effective interest method,
less any impairment losses.
The Company may deviate from any such valuation if deemed in the interests of the Company and
its Shareholders.
The Company may suspend the determination of the Net Asset Value per Share and the issue and, if
applicable, the redemption of its Shares during:
* any period when any one of the principal markets or other stock exchanges on which a
substantial portion of the assets attributable to such Shares, from time to time, are quoted
is closed (otherwise than for ordinary holidays) or during which dealings therein are
restricted or suspended; or
* any period when, as a result of political, economic, military or monetary events or any
circumstances outside the control, responsibility and power of the Board, or the existence
of any state of affairs in the property market, disposal of the assets owned by the
Company attributable to such class of Shares is not reasonably practicable without this
being seriously detrimental to the interests of Shareholders or if in the opinion of the
Board issue, sale and/or redemption prices cannot fairly be calculated; or
* any breakdown in the means of communication normally employed in determining the
price of any of the investments of such class of Shares or the current prices on any market
or other stock exchanges; or
* any period when the Board is unable to repatriate funds for the purpose of making
payments on the redemption of such class of Shares to the holders thereof or during which
time any transfer of funds involved in the realisation or acquisition of investments or
payments due on redemption of such Shares, if any, cannot in the opinion of the Board be
effected at normal rates of exchange; or
* any period when the net asset value of any subsidiary of the Company may not be
determined accurately; or
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* upon the publication of a notice convening a general meeting of Shareholders for the
purpose of resolving to wind up the Company; or
* when for any other reason, the prices of any investments cannot be promptly or accurately
ascertained.
Any such suspension shall be published, if appropriate, by the Company and may be notified to
shareholders having made an application for subscription for Shares for which the calculation of the
Net Asset Value has been suspended.
The Net Asset Value per Share is available at the registered office of the Company.
7. Articles of Association
7.1 The following information is a summary of the Articles. Prospective investors should read in full
the Articles, which are filed with the Luxembourg registre de commerce et des sociétés and
published in the Mémorial, and not just rely on the summary provided below. A copy of the
Articles is available for inspection at the place specified in paragraph 18 of this Part XII.
7.1.1 Objects and corporate purpose
The objects and corporate purpose of the Company is set out in Article 5 of the Articles
and is as follows:
The exclusive purpose of the Company is to invest in real estate and real estate-related
assets including, without limitation (i) the ownership of real property directly or through
one or more Luxembourg or foreign subsidiaries of the Company, (ii) the direct or indirect
ownership of share capital, convertible and other debt instruments and other convertible
securities, of real estate companies that own, directly or indirectly, real property or are
engaged in a business ancillary to the ownership of real property, or (iii) the direct or
indirect ownership of interests in partnerships and other entities that own, directly or
indirectly, real property or are engaged in a business ancillary to the ownership of real
property, and (iv) any other business activity reasonably related to any of the foregoing,
with the purpose of affording its shareholders the results of the management of its assets
and in compliance with the principle of risk spreading.
On an ancillary basis or for defensive purposes, the Company may temporarily invest all
or part of its assets in cash, cash equivalents, similar financial instruments or debt
securities. The Company may further use techniques and instruments (i) relating to
transferable securities or money market instruments and (ii) intended to provide protection
against exchange risks to the extent permitted by Luxembourg law as more particularly
described in this Prospectus.
The Company may take any measures and carry out any transaction which it may deem
useful for the fulfilment and development of its purpose to the largest extent permitted
under the Investment Funds Act.
7.1.2 Members of administrative, investment managerial and supervisory bodies
(i) Board
The Company will be managed by a Board composed of at least three members,
either Shareholders or not. The Board shall be elected by resolution of the
Shareholders at a general meeting for a maximum period of six years and may be reelected.
The Shareholders shall determine the number of Directors and their
remuneration. Any Director may be removed with or without cause or be replaced at
any time by resolution adopted by the general meeting of Shareholders.
In the event of one or more vacancies in the office of Director appointed by the
general meeting of Shareholders, the remaining Directors so appointed may elect a
director to fill such a vacancy, in which case the election shall be ratified by the
Shareholders at the next general meeting.
The Board is vested with the broadest powers to perform all acts of administration
and disposal in the Company’s interest. The Board may delegate part of its powers to
one or several of its members or other agents. It may further appoint proxies for
specific transactions and revoke such appointments at any time.
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The Company will be bound towards third parties by the joint signatures of any two
Directors, in all matters or (ii) the joint signatures or single signature of any persons
to whom such signatory power has been granted by the Board, but only within the
limits of such power.
The Board shall choose from among its members a chairman, who shall call meetings
of the Board. The Board may appoint a secretary, who need not be a Director. A
meeting of the Board can also be convened by any two members of the Board. The
quorum for a meeting of the Board is a majority of Directors present or represented
where the majority of the members present or represented are not tax-resident in the
UK nor based full time in the UK. Board resolutions are approved by a majority of
the Directors making up the quorum. In the event of a tie, the chairman shall not
have a casting vote.
7.1.3 Share rights
(i) Authorised and issued share capital
The Board is authorised to issue Shares in one or several tranches within the limits
of the authorised share capital. These Shares will be issued on such terms and
conditions that the Board will approve and at such price including such share
premium as it may decide.
(ii) Transfer of Shares
Subject to the restrictions noted below as may be applicable and to paragraph 14 of
this Part XII, any Shareholder may transfer all or any of their Shares in any form
which the Board may accept.
(iii) Repurchase and Redemption of Shares
The Company may repurchase its own Shares in compliance with the Companies Act
and the Listing Rules.
Shares redeemed by the Company may remain in existence and held in treasury by
the Company. Shares which are not cancelled shall not have any voting rights or any
right to participate in any dividends declared by the Company or in any distribution
paid upon the liquidation or winding-up of the Company and shall be disregarded
for purposes of determining Net Asset Value per Share, in each case, for so long as
such Shares are held by the Company. The price of Shares reissued by the Company
will be determined according to such policy as the Board may determine from time to
time.
Under the Articles of Association, all Shares are redeemable shares within the
meaning of article 49-8 of the Companies Act. The Company redeems its own Shares
whenever the Board considers this to be in the best interest of Company, subject to
the terms and conditions determined by the Board within the limitations set forth by
the Companies Act and the Articles of Association.
In accordance with the requirements of the Companies Act, redemptions can only be
made in accordance with the following principles:
* redemptions must be paid out of distributable profits and distributable
reserves or out of the proceeds of a new issue of Shares made with a view
to carry out the redemption;
* except if the redemption is made by using the proceeds of a new issue of
Shares with a view to carry out the redemption, an amount equal to the
nominal value of the Shares redeemed must be included in a reserve which
cannot be distributed to the Shareholders except in the event of a
*
reduction of the subscribed capital. This reserve may only be used to
increase the subscribed capital by capitalisation of the reserve;
if a premium is paid to Shareholders whose Shares are redeemed, the
premium may be paid only out of distributable profits and distributable
reserves;
* the net assets of the Company may not fall below the amount of the
subscribed share capital increased by the reserves which may not be
distributed by law as a result of the redemption of Shares; and
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* a notice of redemption must be published in the Mémorial.
(v) Pre-emption rights
The Board is authorised to issue Shares up to the total authorised share capital and
to issue such Shares for cash without existing Shareholders having a preferential right
to subscribe for such Shares if the Company offers such Shares for subscription at or
above the latest Net Asset Value per Share, and such offer is made within a period
and expiring on the fifth anniversary of this date (i.e. on 17 November 2011).
Existing Shareholders will have preferential rights to subscribe on a rateable basis if
the Shares are offered for subscription in cash at a price below the latest Net Asset
Value per Share, unless pre-emption rights are waived by a resolution to this effect
passed by a general meeting of Shareholders.
Shareholders will have no preferential right of subscription in case of an increase of
capital by way of a contribution of non cash consideration.
(vi) Voting rights
Subject to any rights or restrictions attached to any Shares, every member present in
person or by proxy at any general meeting shall have one vote for every Share of
which they are holder.
(vii) Dividends
Dividends are payable out of the Company’s statutory reported profits free reserves
and share premium within the limits set out in Article 72-3 of the Companies Act
and provided that the net assets of the Company do not fall below one million two
hundred and fifty thousand euro (A1,250,000).
Interim dividends may be paid by the Board within the limits set out in Article 72-2
of the Companies Act.
Shareholders shall determine in general meeting, upon recommendation of the Board
and within the limits provided by law, how the balance of net profits shall be
disposed of and from time to time may declare, or authorise the Board to declare,
dividends and distributions with respect to such amounts.
7.1.4 Variation of rights
A change of the rights of the Shareholders requires the approval given by the Shareholders
at an extraordinary general meeting of Shareholders convened with a view to amend the
Articles in accordance with the requirement described in paragraphs 7.1.5 (ii) and (iii)
below and with Article 67-1 of the Companies Act.
7.1.5 Shareholders’ meetings
(i) Annual general meeting
The annual general meeting of Shareholders will be held at the registered office on
the 3 rd Thursday in January at 10 a.m. If such day is a legal holiday in Luxembourg,
the annual general meeting will be held on the next following business day. Notice
may be waived if all of the Shareholders are present or represented at a Shareholders’
meeting and if they state they have been duly informed of the agenda of the meeting.
(ii) Other general meetings
Ordinary or extraordinary general meetings of Shareholders may be held at such time
and place as may be specified in the respective notices of meeting.
(iii) Procedure; voting rights
A Shareholder may appoint (in writing or by cable or telegram or telex or telefax) as
his proxy another person, who need not be a Shareholder, to represent him at a
Shareholder’s meeting.
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Every Shareholder may take part in the deliberation with a number of votes equal to
the number of Shares held by them.
Resolutions require the affirmative vote of a majority of those Shareholders present
or represented by proxy and entitled to vote at the meeting.
In the case of an extraordinary general meeting the purpose of which is to amend the
Articles, such resolutions will be subject to the quorum and majority requirements
under the laws of Luxembourg.
The Board may determine all other conditions that must be fulfilled in order to take
part in a Shareholders’ meeting.
8. Material Contracts
Save as disclosed below, no member of the Group has entered into any material contract, not being a
contract entered into in the ordinary course of business, since its incorporation. No member of the
Group has entered into any other contract, not being a contract entered into in the ordinary course
of business, which contains any provision under which any member of the Group has any obligation
or entitlement which is material to the Group as at the date of this Prospectus:
8.1 The Underwriting Agreement, dated the date of this Prospectus, between the Company, the
Existing Shareholders, the Investment Manager, JPMorgan Cazenove, JPMorgan, Citigroup and
each of the Directors. JPMorgan Cazenove and Citigroup have severally agreed to make the
Offer and use reasonable endeavours to procure placees (in the case of JP Morgan Cazenove)
and re-purchasers (in the case of Citigroup) for 83.1 million Shares in aggregate at the Offer
Price. If valid acceptances under the Offer exceed 83.1 million Shares, the Company, the
Existing Shareholders and the Joint Global Co-ordinators may agree to increase the Offer by
the Existing Shareholders agreeing to sell up to a further 5.2 million Shares in aggregate at the
Offer Price.
The Company has appointed JPMorgan Cazenove and Citigroup as Joint Global Coordinators
and joint sponsors in connection with Admission. The Company has agreed to pay JPMorgan
Cazenove a corporate finance fee of £500,000. The Company has agreed to pay to each of
JPMorgan Cazenove and Citigroup a commission of 1 per cent. of the gross proceeds of the
Offer (including any proceeds from Shares sold for the Existing Shareholders). All fees and
commissions will be paid together with any value added tax chargeable thereon out of the
proceeds of the Offer.
The obligation of JPMorgan Cazenove and Citigroup to make the Offer and use reasonable
endeavours to procure placees (in the case of JP Morgan Cazenove) and re-purchasers (in the
case of Citigroup) for the 83.1 million Shares are conditional upon certain conditions that are
customary for an agreement of this nature. These conditions include, among others, the
accuracy of the representations and warranties under the Underwriting Agreement, the
performance by the Company, the Directors, the Existing Shareholders and the Investment
Manager of their respective obligations in the Underwriting Agreement and Admission occurring
not later than 8.00 a.m. on 29 December 2006 or such later time and/or date as the Joint
Global Coordinators and JPMorgan may agree with the Company but not later than 12
January 2007. The Joint Global Coordinators and JPMorgan may terminate the Underwriting
Agreement prior to Admission in certain specified circumstances that are typical for an
agreement of this nature. These include certain changes in financial, political or economic
conditions (as more fully set out in the Underwriting Agreement). If any of the abovementioned
conditions are not satisfied (or waived by the Joint Global Co-ordinators where
capable of being waived) or the Underwriting Agreement is terminated prior to Admission, then
the Offer will lapse. The Underwriting Agreement cannot be terminated after Admission.
The Company has agreed to pay or cause to be paid (together with certain related value added
tax) certain costs, charges, fees and expenses of, or in connection with, or incidental to, among
other things, the Offer and/or listing on the London Stock Exchange and Admission.
Each of the Joint Global Co-ordinators has agreed that as part of its distribution it will solicit
offers for the Shares only from, and will offer the Shares only to, (A) in the case of offers
inside the United States, persons that it reasonably believes to be Qualified Institutional Buyers
in reliance on Rule 144A, or another exemption from, or in a transaction not subject to the
registration requirements of the Securities Act; and (B) in the case of offers outside the United
States, persons, in offshore transactions in reliance upon Regulation S.
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The Company, the Investment Manager, the Existing Shareholders and certain of the Directors
have given certain representations and warranties to the Joint Global Co-ordinators and
JPMorgan in the case of the Directors, the Investment Manager and the Existing Shareholders
these representations and warranties are subject to certain limitations as to amount and time.
The Company and the Existing Shareholders and the Investment Manager have also given
certain indemnities to the Joint Global Co-ordinators and JPMorgan which in the case of the
Existing Shareholders and the Investment Manager are limited in both time and amount.
The Company and the Existing Shareholders have entered into lock-up arrangements with the
Joint Global Co-ordinators and JPMorgan subject to certain exceptions as follows: the
Company has agreed for a period of six months from Admission it will not, without the prior
written consent of the Joint Global Co-ordinators and JPMorgan, directly or indirectly, offer,
issue, lend, sell or contract to sell, issue options in respect of, pledge or otherwise dispose of,
directly or indirectly, or announce an offering of any Shares or any other securities
exchangeable for or convertible into, or substantially similar to, Shares or enter into any
transaction with the same economic effect as, or agree to do, any of the foregoing, save in
respect of Shares issued pursuant to the Offer. The Existing Shareholders have agreed that for a
period of six months from the date of Admission they will not, without the prior written
consent of the Joint Global Co-ordinators and JPMorgan, directly or indirectly, offer, issue,
lend, sell or contract to sell, issue options in respect of, or otherwise dispose of, directly or
indirectly, any Shares or any other securities exchangeable for or convertible into, or
substantially similar to Shares or enter into any transaction with the same economic effect as, or
agree to do, any of the foregoing.
The Directors will undertake, subject to certain exceptions, not to sell, issue options in respect
of, pledge or otherwise dispose of, directly or indirectly, announce an offering of any Shares,
including any share options, any securities exchangeable for or convertible into, Shares for a
period of six months from Admission without the prior consent of the Joint Global Coordinators
and JPMorgan.
8.2 The Investment Management Agreement, dated 17 November, between the Company, the
Investment Manager and those subsidiaries which are holding companies whereby the
Investment Manager is appointed to act as investment manager of the Company to be
responsible for advising the Group on the overall management of the Group’s investments and
for managing the Group’s investments in accordance with the investment policy and objective of
the Company and subject to the overall supervision of the Directors. The underling property
subsidiaries will also appoint the Investment Manager by a separate asset management
agreement to provide services similar (but not nessarily identical) to those provided by the
Investment Manager under the Investment Management Agreement. Under the terms of the
Investment Management Agreement, subject to the overall supervision of the Directors, the
Investment Manager shall provide the Company with such investment advisory, investment
management services and administrative services as may be required by them in relation to the
Property Portfolio. The Investment Manager will also procure the provision of asset
management services to the Property Subsidiaries.
The Investment Management Agreement contains provisions for the Investment Manager to
avoid conflicts and potential conflicts of interest involving it and the Company or any
Subsidiary. The Investment Manager undertakes that it shall not and shall procure that other
members of the Invista Group shall not advise, manage, establish or arrange transactions in
Real Estate Assets for, any real estate fund, company or other structure that has investment
guidelines which are similar to those of the company without the prior written consent of the
Board. However, such written consent is not required if the Investment Manager maintains and
fully adheres to a policy of independence for managing conflicts of interest, notifies the Board if
it proposes to advise or arrange transactions in Real Estate Assets for any fund that has similar
investment guidelines to the Company and notifies the Board so far in advance of committing to
that transaction as is reasonably practicable.
In respect of Real Estate Assets located in France, the Company intends to appoint Insight
Property Management Limited (a subsidiary of Invista) who has applied for the required licence
under the Loi Moguet Rules to provide certain real estate services which fall within the scope of
the Loi Moguet Rules. Pending receipt of such licence, the Company and/or its subsidiaries will
continue to use appropriate third party licenced entities in France to provide real estate services
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which fall within the scope of the Loi Moguet Rules. The Investment Manager will always coordinate
the services provided by the third party licensed entities and/or Insight Property
Management Limited.
Under the terms of the Investment Management Agreement, the Investment Manager will be
entitled to a base management fee of 0.95 per cent. per annum of Adjusted Gross Assets. The
management fee is payable monthly in arrear subject to a recalculation provision designed to
allocate any growth in Adjusted Gross Assets from quarter to quarter on a straight-line basis.
The Investment Management Agreement also provides for the Investment Manager to be
reimbursed by the Company for costs and expenses incurred by it including (without limitation)
all costs and expenses relating to accounting, tax, due diligence, legal, surveyors, building
contractors, estate managers and other properly appointed service providers.
Subject to the conditions set out below, the Investment Manager shall also be entitled to an
annual performance fee where the total return per Share during the relevant financial period,
exceeds an annual rate of 10 per cent. (the ‘‘Performance Hurdle’’).
Where the Performance Hurdle is met, a performance fee will be payable in an amount equal to
15 per cent. of any aggregate total return over and above the Performance Hurdle.
A performance fee will only be payable where the annualised total return over the period from
Admission to the end of the relevant financial period (in the first three year period) and on a rolling
three year basis (thereafter) is equal to or greater than 10 per cent. per annum.
Subject to the above conditions, the performance fee shall be paid by the Company to the
Investment Manager within 14 days of receipt of such calculation.
The Investment Management Agreement may be terminated by either the Company or the
Investment Manager giving to the other not less than 18 months’ written notice, such notice not
to expire earlier than the third anniversary of Admission.
The Investment Management Agreement may also be terminated by the Company with
immediate effect on the occurrence of certain events, including: (i) if an order has been made or
an effective resolution passed for the liquidation of the Investment Manager; (ii) if a receiver or
administrator has been appointed in respect of the Investment Manager or its assets; (iii) if the
Investment Manager ceases to carry on its business; (iv) commits a material breach of its
obligations under the Investment Management Agreement and such breach (if capable of being
remedied) is not remedied within 28 days of receiving notice of the breach; and (v) if there is a
change of control of the Investment Manager and no key person remains in the employment of
the Investment Manager.
The Investment Management Agreement contains an indemnity by the Company in favour of
the Investment Manager against all claims by third parties which may be made against the
Investment Manager as a consequence of the provision of its services under the agreement
except to the extent that the claim is due to the negligence, wilful default, fraud or bad faith of
the Investment Manager, or any of its associates, delegates or agents, or that of its or their
employees, or to a breach of any applicable law or regulations or a breach of the agreement by
any such person. This indemnity is of a customary nature for agreements of this type.
8.3 The Property Management Agreement, dated 7 October 2006, between the Company, the
Investment Manager and the Property Manager whereby the Property Manager is appointed to
provide the Company with certain property management services in relation to the Property
Portfolio. In consideration for the services rendered by the Property Manager under the
Property Management Agreement, the Property Manager shall be entitled to a percentage of the
gross rent receivable in respect of each property.
Under the terms of the Property Management Agreement, any Property Subsidiary of the
Company may appoint the relevant local Property Manager affiliate in the country concerned.
Any such local agreement entered into will adhere to the terms of the Property Management
Agreement.
The Property Management Agreement, and any local agreement created thereunder, shall
continue until terminated by any party giving to the other(s) not less than 3 months’ notice in
writing.
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8.4
The Property Management Agreement may also be terminated by the Company or the Property
Manager with immediate effect on the occurrence of certain events, including: (i) insolvency of
the other party; or (ii) if there has been a material breach of the obligations of a party under
the Property Management Agreement and that is not remedied within 28 days of receiving
notice to do so.
The Custodian Agreement, dated 17 November 2006, between the Company and the Custodian
whereby the Custodian is appointed to act as custodian of the Company’s cash, securities and
Real Estate Assets. Under the Custodian Agreement, the Custodian will be entitled to receive a
fee in accordance with Luxembourg banking practice. The Custodian Agreement may be
8.5
terminated by either the Company or the Custodian giving to the other not less than 90 days’
written notice.
The Administration Agreement, dated 17 November 2006, between the Company and the
Administrator whereby the Administrator is appointed to act as central administration of the
Company.
Under the Administration Agreement, the Administrator will be entitled to receive an annual fee
for the provision of services in accordance with Luxembourg financial services practice, but shall
not include reasonable out of pocket expenses properly incurred by the Administrator in
performing the services. In addition, the Administrator will be entitled to receive further variable
remuneration in respect of additional services not included within the definition of ‘‘Services’’ in
the Agreement. This additional remuneration will be charged on a time-spent basis at
8.6
appropriate hourly rates.
The Administration Agreement contains an indemnity by the Company in favour of the
Administrator against all claims asserted or threatened to be asserted by any third party in
respect of any expense, loss, liability or damage in connection with the performance by the
Administrator of its administrative services provided, however, that the expense, loss, liability or
damage is not caused by the Administrator’s fraud, breach, wilful misconduct or negligence.
The Administration Agreement may be terminated by either party giving to the other not less
than 120 days’ notice in writing (given so as to expire on the last day of any calendar month).
In circumstances where one of the parties goes into liquidation or commits a material breach of
its obligations under the agreement, or the Administrator becomes a resident for tax purpose in
the UK or ceases to be permitted to act as such under Luxembourg law, the agreement may be
terminated forthwith by notice in writing by either party to the other.
The Depositary Agent Agreement, dated 24 November 2006, between the Company and the
Depositary Agent whereby the Depositary Agent is appointed to act as depositary agent of the
Company.
8.7 The Registrar and Transfer Agent Agreement, dated 17 November 2006, between the Company
and the Registrar and Transfer Agent whereby the Registrar and Transfer Agent is appointed to
act as registrar and transfer agent of the Company.
8.8 The Bank Facility, dated 6 July 2005 and as subsequently amended on Admission, between the
Company and its Property Subsidiaries and the Bank of Scotland, whereby the Bank of
Scotland agreed to make available to the Company a two year term-loan up to A420 million by
way of loans pursuant to various underlying loan agreements (each a ‘‘Loan’’). The Loans are
to be made available until 31 December 2008.
Under the Bank Facility, a Loan may only be used to assist with the acquisition of investment
properties in certain European jurisdictions.
The Bank Facility provides for the following payments by the Company:
(i) a payment of a margin on Loans of 70 basis points rising to 140 basis points if the Bank
Facility is still in existence on 1 September 2007;
(ii) a payment of a 25 basis point commitment fee on undrawn amounts calculated quarterly,
rising to 35 basis points if the Bank Facility still is in existence on 1 September 2007;
(iii) a 10 basis points arrangement fee on the entire facility payable on Admission. In addition,
a 40 basis point arrangement fee is payable on the entire facility if the Bank facility is in
existence on 1 September 2007; and
(iv) a 25 basis prepayment fee on the total facility if the Bank Facility is refinanced other than
on or within one month of 31 December 2008.
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The Bank Facility also provides for a facility agent fee. The Company has indemnified the
finance parties in certain circumstances (such as an event of default by a borrower).
8.9 The Existing Shareholders Agreement dated 24 November 2006 between the Existing
Shareholders and the Company whereby the Existing Shareholders agree to subscribe for Shares
to satisfy the repayment amount payable under the Shareholder Loans entered into prior to
Admission at a premium to the prevailing net asset value per Share. Such issue of shares will
operate as a reimbursement of 80 per cent. of the acquisition expenses which they have funded
since 30 September 2006 in respect of properties acquired prior to Admission and of the benefit
from the increase between the agreed purchase price of the properties which the Group is
Committed to Acquire and which are expected to be acquired after Admission, and their Market
Value as at 30 September 2006 and termination of the Shareholder Loans.
9. CREST and Depositary Interests
9.1 It is proposed that with effect from Admission, Shares may be delivered, held and settled in
CREST by means of Depositary Interests representing such Shares. Pursuant to a method
proposed by CRESTCo under which transactions in non-UK securities may be settled through
the CREST system, the Depositary will issue Depositary Interests representing entitlements to
Shares. The Depositary Interests will be independent securities which may be held and
transferred through the CREST system.
9.2 The Depositary Interests will be created pursuant to, and issued on, the terms of a deed poll
executed by the Depositary in favour of the holders of the Depositary Interests from time to
time (the ‘‘Deed Poll’’). Prospective holders of Depositary Interests should note that they will
have no rights against CRESTCo or any of its subsidiaries in respect of the underlying Shares
or the Depositary Interests representing them and will be bound by the terms of the Deed Poll.
A summary of the principal terms in the Deed Poll is set out in paragraph 9.6 below.
9.3 Shares will be transferred to an account of the Depositary and the Depositary will issue
Depositary Interests to participating members.
9.4 Each Depositary Interest will be treated as one Share for the purpose of determining, for
example, eligibility for dividends.
9.5 The Depositary Interests will have the same ISIN as the underlying Shares and will not require
a separate listing on the Official List or separate dealings on the London Stock Exchange.
9.6 In summary, the Deed Poll contains, among others, provisions to the following effect, which are
binding upon Depositary Interest holders:
9.6.1 holders of Depositary Interests warrant, among others things, that Shares transferred or
issued to the Depositary are free and clear of all liens, charges, encumbrances or third
party interests and that such transfers or issues are not in contravention of the Company’s
constitutional documents or any contractual obligation, law or regulation, Depositary
Interest holders will indemnify the Depositary and keep it indemnified from and against
any liability which it may suffer by reason of any breach of any such warranty. The
Depositary will pass on to holders of Depositary Interests any stock or cash benefits
received by it as holder of Shares on trust for such Depositary Interest holders. Depositary
Interest holders will also be able to receive notices of meetings of holders of Shares and
other notices issued by the Company to its shareholders.
9.6.2 The Depositary shall pass on to Depositary Interest holders and, so far as it is reasonably
able, exercise on behalf of Depositary Interest holders, all rights and entitlements received
or to which they receive are entitled in respect of the underlying Shares which are capable
of being passed on or exercised. Rights and entitlements to cash distributions, to
information, to make choices and elections and to call for, attend and vote at meetings
shall, subject to the Deed Poll, be passed on in the form in which they are received
together with amendments and additional documentation necessary to effect such passingon,
or, as the case may be, exercised in accordance with the Deed Poll.
9.6.3 The Depositary will be entitled to cancel Depositary Interests and withdraw the underlying
Shares in certain circumstances, including where a Depositary Interest holder has failed to
perform any obligation under the Deed Poll or any other agreement or instrument with
respect to the Depositary Interests.
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9.6.4 The Deed Poll contains provisions excluding and limiting the Depositary’s liability. For
example, the Depositary shall not be liable to any Depositary Interest holder or any other
person for liabilities in connection with the performance or non-performance of its
obligations or duties under the Deed Poll or otherwise except as may result from its
negligence or wilful default or fraud or that of any person for whom it is vicariously
liable, provided that the Depositary shall not be liable for the negligence, wilful default or
fraud of any custodian or agent which is not a member of its group unless it has failed to
exercise reasonable care in the appointment and continued use and supervision of such
agent. Furthermore, except in the case of personal injury or death, the Depositary’s
liability to a holder of Depositary Interests will be limited to the lesser of:
(A) the value of the Shares and other deposited property properly attributable to the
Depositary Interests to which the liability relates; or, if less
(B) that proportion of £10 million which corresponds to the portion which the amount
the Depositary would otherwise be liable to pay to the Depositary Interest holder
bears to the aggregate of the amounts the Depositary would otherwise be liable to
pay to all such holders in respect of the same act, omission or event which gave rise
to such liability or, if there are no such amounts, £10 million.
9.6.5 The Depositary is entitled to charge holders fees and expenses for the provision of its
services under the Deed Poll.
9.6.6 Each holder of Depositary Interests is liable to indemnify the Depositary (and its agents,
officers and employees) against all liabilities arising from or incurred in connection with, or
arising from any act related to, the Deed Poll so far as they relate to the property held for
the account of Depositary Interests held by that holder, other than those resulting from
the wilful default, negligence or fraud of the Depositary, or any agent, or, if not being a
member of the same group, the Depositary shall have failed to exercise reasonable care in
the appointment and continued use and supervision of such custodian or agent.
9.6.7 The Depositary may terminate the Deed Poll by giving not less than 30 days’ prior notice.
During such notice period holders may cancel their Depositary Interests and withdraw
their deposited property and, if any Depositary Interests remain outstanding after
termination, the Depositary must, among other things, deliver the deposited property in
respect of the Depositary Interests to the relevant Depositary Interest holders or, at its
discretion, sell all or part of such deposited property or request CRESTCo to remove the
relevant Depositary Interests from the CREST. It shall, as soon as reasonably practicable,
deliver the net proceeds of any such sale, after deducting any sums due to the Depositary,
together with any other cash held by it under the Deed Poll pro rata to holders of
Depositary Interests in respect of their Depositary Interests.
9.6.8 The Depositary may require from any holder, or former or prospective holder, information
as to the capacity in which Depositary Interests are owned or held and the identity of any
other person with any interest of any kind in such Depositary Interests or the underlying
Shares and holders are bound to provide such information requested. Furthermore, to the
extent that, among other things, the Company’s constitutional documents require disclosure
to the Company of, or limitations in relation to, beneficial or other ownership of, or
interests of any kind whatsoever, in the Shares, the holders of Depositary Interests are to
comply with such provisions and with the Company’s instructions with respect thereto.
9.6.9 The holder of Depository Interests may request, on a form provided by the Depository,
that the Depository Interests held in their name be cancelled. On receipt of such a request,
the Depository will debit the CREST account of the appropriate holder and credit the
account of any named transferee, whether or not the transferee intends to hold Depository
Interests as opposed to Shares. The transferred Depository Interests will then be cancelled
and the Shares transferred on the share register of the Company to the transferee. A
holder of Depository Interests can also request, on a form provided by the Depository,
that the process described above occurs but with no named transferee, the result being that
the holder of Depository Interests has that interest cancelled in return for the underlying
Shares.
The Company will indemnify the Depositary, on an after tax basis, against each loss,
liability, cost and expense reasonably incurred which the Depositary suffers or incurs as a
result of any claims made by a holder of Depositary Interests which arises out of the
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performance by the Depositary of its duties pursuant to the Deed Poll save where such
claim was the result of negligence, wilful default or fraud of the Depositary. The
Depositary has also given a similar indemnity to the Company for claims against the
Company due to a breach of the terms of the Deed Poll by the Depositary.
10. Litigation
10.1 A dispute has arisen between the Company and the vendor of one of the assets contracted to be
acquired in relation to the purchase price due to a change of circumstances. A dispute has also
arisen in relation to one property where there is a claim by a tenant for a construction defect.
The Directors are of the opinion, given the early stage of the dispute that it is not possible to
currently determine any net cost accruing to the Group.
10.2 Save as disclosed in paragraph 10.1 of this Part XII, since the incorporation of the Company, it
has not been involved in any legal or arbitration proceedings nor, so far as it is aware, are there
any legal or arbitration proceedings pending or threatened by or against it which may have, or
have since its incorporation had, a significant effect on its financial position.
11. General
11.1 The principal place of business and the registered office of the Company is 25B Boulevard
Royal, L-2449, Luxembourg.
11.2 Investments of the Company will be made either directly or through Subsidiaries. The accounts
of the Subsidiaries will be audited by the Auditors or affiliates of the Auditors. It is anticipated
that the boards of directors or investment managers of the Subsidiaries will include members of
the board of directors of the Company. The shares of each Subsidiary will be issued in
registered form. The Custodian will have control over the assets of the Property Subsidiaries
and the accounts of the Property Subsidiaries will be transparent.
11.3 The following companies are the Subsidiaries and are subsidiary undertakings of the Company
wholly owned at the date of this Prospectus:
Invista European Real Estate Holdings S.à.r.l. Luxembourg
Invista European Real Estate Finance S.à.r.l. Luxembourg
Insight European RE Dutch Holdings B.V. Netherlands
Invista European RE Lutterberg PropCo S.à.r.l. Luxembourg
Invista European RE Solingen PropCo S.à.r.l. Luxembourg
Invista European RE Monheim PropCo S.à.r.l. Luxembourg
Invista European RE Spanish PropCo S.L. Spain
Canal Business Park N.V. Belgium
Invista European RE Nanteuil PropCo S.à.r.l. Luxembourg
Invista European RE Monbonnot HoldCo 1 S.à.r.l. Luxembourg
Invista European RE Monbonnot HoldCo 2 S.à.r.l. France
Invista European RE Delta HoldoCo S.à.r.l. Luxembourg
Invista European RE Delta PropCo S.à.r.l. Luxembourg
Invista European RE Delta PropCo II S.à.r.l. France
Invista European RE Villeurbanne Holdco S.à.r.l. Luxembourg
Invista European RE Villeurbanne PropCo S.à.r.l. Luxembourg
Invista European RE Roth PropCo S.à.r.l. Luxembourg
Invista European RE Riesapark PropCo S.à.r.l. Luxembourg
Invista European RE Marseille PropCo S.à.r.l. Luxembourg
Invista European RE Heusenstamm S.à.r.l. Luxembourg
Invista European RE Lyon PropCo S.à.r.l. Luxembourg
Invista European RE Pocking PropCo S.à.r.l. Luxembourg
Invista European RE Germany GmbH Germany
Invista European RE Nova PropCo S.à.r.l. Luxembourg
Invista European RE Sun PropCo S.à.r.l. Luxembourg
11.4 The Investment Manager is the promoter of the Company. Save as disclosed in Part II in the
paragraph entitled Investment Management Agreement and in paragraph 8.2 above, no amount
or benefit has been paid, or given, to the promoter or any of its subsidiaries since the
incorporation of the Company or is intended to be paid, or given.
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11.5 None of the service providers to the Company are in receipt of any benefits from third parties
(other than the Company) by virtue of providing any services to the Company.
11.6 Based on the Assumptions, the costs and expenses (including VAT where relevant) of, and
incidental to, the Offer payable by the Company are estimated to amount to approximately
A10.1 million.
11.7 The Shares being issued in connection with the Offer are being issued at 200p per Share, of
which all but the A1.25 nominal value per Share represents share premium.
11.8 Invista Real Estate Investment Management Limited, which is authorised and regulated in the
UK by the Financial Services Authority, has given and not withdrawn its written consent to the
issue of this Prospectus with references to its name in the form and context in which such
references appear.
11.9 JPMorgan Cazenove and Citigroup, which are authorised and regulated in the UK by the
Financial Services Authority, have given and not withdrawn their written consent to the issue of
this Prospectus with references to their names in the form and context in which such references
appear.
11.10 KPMG LLP has given and not withdrawn its written consent to the inclusion of its reports on
the Company in Parts VII and VIII of this Prospectus in the form and context in which they
appear.
11.11 The Independent Valuer accepts responsibility for its report set out in Part VI (Valuation
Report). The Independent Valuer declares that, having taken all reasonable care to ensure that
such is the case, the information contained in Part VI (Valuation Report) of this Prospectus, for
which it is responsible is, to the best of its knowledge, in accordance with the facts and contains
no omission likely to affect its importance.
11.12 The Independent Valuer was incorporated in England and Wales on 16 October 1992 with
registered number 2757768 as a private limited company. Its registered office is at 1 Curzon
Street, London, W1A 5PZ, UK. It re-registered as a limited company on 17 February 1993 and
changed its name to DTZ Debenham Tie Leung Limited on 30 December 1999.
11.13 The Company confirms that no material change has occurred to the value of the properties
acquired since the report of DTZ Debenham Tie Leung Limited was published as at 30
September 2006.
11.14 Jones Lang LaSalle Limited is a private limited company incorporated in England and Wales
(company registration number 01188567) having its registered office at 9 Queen Victoria Street,
London, EC4N 4YY, UK.
Jones Lang LaSalle Limited is a wholly owned subsidiary of Jones Lang LaSalle Inc. a company
established under the laws of the State of Maryland, USA.
11.15 The Custodian is registered with the Luxembourg Company Register (RCS) (registered number
B47192) and was incorporated in 1994 under the name ‘‘First European Transfer Agent’’. It is
licensed to carry out banking activities under the terms of the Luxembourg law of 5 April 1993
on the financial services sector and specialises in custody, fund administration and related
services. As of 1st January 2006, its tangible equity amounted to over A200 million.
The Custodian is fully owned by RBC Dexia Investor Services Limited, a company incorporated
in England and Wales that is controlled by Dexia Banque Internationale à Luxembourg S.A.,
Luxembourg, Grand Duchy of Luxembourg, and Royal Bank of Canada, Toronto, Canada.
11.16 The Articles of Association provide that the Board may create various committees. The Board
intends to establish an audit committee, the members of which will be Michael Chidiac (Chair),
and Tom Chandos. The Board may also appoint persons to the Company’s audit committee
who are not Directors.
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The primary tasks of the Company’s audit committee will be:
(i) to assist the Board in fulfilling its oversight responsibilities relating to the integrity of the
financial statements of the Company, including periodically reporting to the Board on its
activities; and
(ii) to make recommendations for the appointment, compensation, retention and oversight of,
and consider the independence of the Company’s external auditors and perform such
other duties imposed by applicable laws and regulations of the regulated market or
markets on which the Shares are listed, as well as any other duties entrusted to the
committee by the Board.
The Company has not so far established a remuneration committee as the Board is satisfied any
relevant issues can be properly considered by the Board or by the established committee.
11.17 None of the Shares available under the Offer are being underwritten. Save in relation to the
Public Offer, the Shares have not been marketed or been made available, in whole or in part, to
the public in conjunction with the Offer.
11.18 Certain information contained in this Prospectus has been sourced from third parties. Such
information has been accurately reproduced and, so far as the Company is able to ascertain
from information published by such third parties, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
11.19 CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by
written instrument. The Articles permit the holding of Depositary Interests under the CREST
system. The Directors intend to apply for the Depositary Interests to be admitted to CREST
with effect from Admission. Accordingly it is intended that settlement of transactions in the
Depositary Interests following Admission may take place within the CREST system if the
relevant Shareholders so wish. Shareholders who wish to receive and retain share certificates will
be able to do so upon request to the Registrar and Transfer Agent.
11.20 The Company is committed to complying with the corporate governance obligations set out in
the Combined Code and Model Code.
11.21 Applications have been made to the UK Listing Authority and the London Stock Exchange for
all the Shares in the Company (issued and to be issued under the Offer) to be admitted to the
Official List and to trading on the main market for listed securities of the London Stock
Exchange. It is expected that such Admissions will become effective, and that dealings will
commence, on 20 December 2006.
11.22 The Company has not had any employees since its incorporation and does not own any
premises which it occupies.
12. Duration, dissolution and liquidation of the Company
12.1 The Company has been set up for an unlimited term.
12.2 The Company can be dissolved at any time by a decision of the general meeting of Shareholders
in accordance with the legal majority and quorum requirements applicable for the amendment of
the Articles.
12.3 If the total net assets of the Company fall below two-thirds of the minimum capital prescribed
by law (A1,250,000), the Board must convene a general meeting of Shareholders to consider
whether the Company should be wound up, for which no quorum is prescribed and which shall
pass resolutions by simple majority of the Shares represented at the meeting.
12.4 If the total net assets of the Company fall below a quarter of the minimum capital prescribed
by law (A1,250,000), the Board must convene a general meeting of Shareholders to consider
whether the Company should be wound up, for which no quorum is prescribed. A resolution
dissolving the Company may be passed by Shareholders holding a quarter of the Shares
represented at the meeting.
12.5 If the Company is wound up, the liquidation shall be carried out by one or more liquidators
appointed in accordance with the provisions of the Investment Funds Act. The liquidator will
realise the assets of the Company in the best interests of the Shareholders and apportion the
proceeds of the liquidation, after deduction of liquidation costs, amongst the Shareholders
according to their respective pro rata interest in the Company. Any amounts unclaimed by the
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Shareholders at the closing of the liquidation of the Company will be deposited with the Caisse
de Consignation in Luxembourg for a duration of thirty (30) years. If amounts deposited remain
unclaimed beyond the prescribed time limit, they shall be forfeited.
13. Investment Restrictions
13.1 The Company and, where relevant, its subsidiaries will observe the following restrictions in
compliance with the current Listing Rules:
13.1.1 distributable income will be principally derived from investment. Neither the Company
nor any subsidiary will conduct a trading activity which is significant in the context of
the Group as a whole;
13.1.2 save for the purpose of funding the subsidiary undertakings of the Company, not more
than 20 per cent. of the gross assets of the Company (consolidated where appropriate)
will be lent to or invested in the securities of any one company or group (including loans
to or shares in the Company’s own subsidiaries) at the time the investment or loan is
made; for this purpose any existing holding in the company concerned will be aggregated
with the proposed new investment;
13.1.3 dividends will not be paid unless they are covered by income received from underlying
investments and, for this purpose, a share of profit of an associated company is
unavailable unless and until distributed to the Company;
13.1.4 the distribution as dividend of surpluses arising from the realisation of investments will
be prohibited;
13.1.5 the Company will be a passive investor and will not (save in respect of the subsidiary
undertakings of the Company which may be established from time to time) seek to
control, or be actively involved in the management of, any companies or businesses in
which it invests;
13.1.6 the Company will only use financial derivatives instruments for hedging purposes; and
13.1.7 the Company will not be a dealer in investments.
13.2 As the Company is a property investment company for the purposes of the Listing Rules, the
Group will also adhere to the Listing Rules applicable from time to time to property investment
companies. The Company or, where relevant, the Group will observe the following restrictions
in compliance with the current Listing Rules for property investment companies:
13.2.1 the borrowings of the Group (excluding intra group loans) are limited by the Articles to
65 per cent. of the gross assets of the Group (consolidated where applicable). This limit
is tested at the time any borrowing is made. (In addition, the Company is subject to a
limit on borrowing of 70 per cent. of gross assets which, in accordance with Luxembourg
legal and regulatory requirements, applies at all times);
13.2.2 no one property (including all adjacent or contiguous properties) shall at the time of
Admission or, if later, at the time of acquisition, represent more than 15 per cent, of the
gross assets of the Group (consolidated where applicable);
13.2.3 income receivable from any one tenant, or tenants within the same group, in any one
financial year shall not exceed 20 per cent. of the total rental income of the Group in
that financial year;
13.2.4 at least 90 per cent, by value of properties held shall be in the form of freehold or long
leasehold (over 60 years remaining at the time of Admission or, if later, at the time of
acquisition) properties or the equivalent;
13.2.5 the proportion of the properties of the Group which is unoccupied or not producing
income or which is in the course of substantial development, redevelopment or
refurbishment shall not exceed 25 per cent, of the value of the portfolio;
13.2.6 the Company shall not retain more than 15 per cent. of its net profits (before gains and
losses on the disposal of properties and other investments); and
13.2.7 the Directors, associates of Directors and promoters will not dispose of their Shares,
other than among themselves, for a period of two years from the date on which dealings
first commence.
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In relation to the investment restriction set out in 13.2.2 above, the Company has received a
waiver of this restriction from the UKLA in respect of the initial assembly of the Property
Portfolio. However, in accordance with Luxembourg regulatory requirements, the Company will
comply with this investment restriction at the latest four years after its conversion into a
SICAF.
13.3 No more than 20 per cent. of the gross assets of the Company may be exposed to the
creditworthiness or solvency of any one counterparty (including its subsidiaries or affiliates).
13.4 The total amount of loans granted by the Company to entities which are not part of the Group
may not represent more than 20 per cent. of the gross assets of the Company (consolidated
where appropriate) at a time a loan is made.
13.5 Ancillary holding of liquid assets by the Group is subject to the following restrictions:
13.5.1 the Company may not invest more than 10 per cent. of its net assets in money market
instruments or debt securities of one single issuer;
13.5.2 the Company may not hold more than 10 per cent. of any single class of money market
instrument or debt security of a single issuer nor may it invest more than 10 per cent. of
its net assets in money market instruments or debt securities which are neither listed on a
stock exchange nor dealt on a Regulated Market.
The above restrictions are, however, not applicable to securities issued by companies which are
wholly or partly owned and controlled by the Company.
13.6 Where amendments are made to the Listing Rules, the restrictions applying to the Company
will, subject to the prior approval of the CSSF, be amended so as to reflect the new Listing
Rules. In this context it should be noted that pursuant to the anticipated implementation of the
Transparency Directive to enhance transparency on EU capital markets, the Listing Rules are
currently being reviewed. It is anticipated that as part of this review the Listing Rules’
investment restrictions currently applicable to the Company will be modified. In this instance
that Board will consider the revised investment restrictions applicable to the Company and, if
considered suitable, will subject to the prior approval of the CSSF adopt the new Listing Rules
investment restrictions.
13.7 Where any change in the above investment restrictions and limits is determined to be material,
and subject to the approval of the CSSF, such change will take effect on the quarter date
subsequent to the quarter date on or before which a notice informing the Shareholders of such
material change was sent.
13.8 In case of non compliance with the investment restrictions laid down under this section 13,
corrective and compensatory actions will be undertaken in accordance with the CSSF Circular
02/77 and an announcement of such action shall be made through a RIS.
14. United States Transfer Restrictions
The Shares have not been and will not be registered under the Securities Act or any other applicable
law of the United States. Accordingly, the Shares may not be offered and sold in the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable state securities laws.
Each person who purchases Shares, by accepting delivery of this Prospectus will be deemed to have
represented, acknowledged and agreed as follows:
1. Each person (A) in the United States who subscribes or purchases Shares in reliance on Rule
144A or another available exemption from the registration requirements of the Securities Act (i)
is a ‘‘qualified institutional buyer’’ (as such term is defined in Rule 144A under the Securities
Act), (ii) is acquiring the Shares for its own account or for the account of a qualified
institutional buyer as to which it has investment discretion and full power and authority to
make, and does make, the representations, warranties and agreements set forth herein, and (iii)
is aware, and each beneficial owner of the Shares has been advised, that the sale of Shares to it
is being made in reliance on Rule 144A or another exemption from, or transaction not subject
to, the registration requirements of the Securities Act, or (B) who subscribes or purchases Shares
in reliance on Regulation S is, at the time of the offer to it of the Shares and at the time the
buy order originated, outside the United States for the purposes of Rule 903 under the
Securities Act.
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2. The purchaser understands that the Shares are being offered in a transaction not involving any
public offering in the United States within the meaning of the Securities Act, that the Shares
have not been and will not be registered under the Securities Act and that (A) if in the future
the purchaser decides to offer, resell, pledge or otherwise transfer any of the Shares, such Shares
may be offered, resold, pledged or otherwise transferred only (i) in the United States to a
person whom the seller reasonably believes is a qualified institutional buyer, (ii) in accordance
with Rule 144 under the Securities Act, or (iii) outside the United States in a transaction
complying with Rule 903 or Rule 904 of Regulation S under the Securities Act, in each case in
accordance with applicable securities laws of the states of the United States, and (B) the
purchaser will, and each subsequent holder is required to, notify any subsequent purchaser of
the Shares from it of the resale restrictions referred to in (A) above.
3. It understands and acknowledges that neither the Company, the Investment Manager or any of
the Joint Global Coordinators, nor any of their respective affiliates, makes any representation as
to the availability of any exemption under the Securities Act for the offer, resale, pledge or
transfer of the Shares. It understands that the Shares to be subscribed or purchased by it are
‘‘restricted securities’’ as defined in Rule 144(a)(3) under the Securities Act.
4. It understands that that any offer, resale, pledge or transfer of the Shares made other than in
compliance with the transfer restrictions set forth herein may not be recognised by the
Company.
5. The purchaser is not a ‘‘benefit plan investor’’ (as defined in 29 C.F.R. § 2510.3-101, as
modified by Section 3(42) of the US Employee Retirement Income Security Act of 1974, as
amended (‘‘ERISA’’)), or other employee benefit plan subject to any federal, state, local or other
law or regulation that is substantially similar to the prohibited transaction provisions of Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, and that it
will not sell or otherwise transfer any Shares or any interest therein unless the transferee makes
or is deemed to make the representations, warranties and agreements set forth in this section 14,
and the purchaser acknowledges and agrees that any purported transfer of Shares or any
interest therein that does not comply with section 14 will not be effective and will not be
recognised by the Company.
6. It has received, carefully read and understands this Prospectus, and has not distributed,
forwarded, transferred or otherwise transmitted this Prospectus or any other presentation or
offering materials concerning the Shares to any persons within the United States or to any US
Persons, nor will it do any of the foregoing. It understands that this Prospectus is subject to the
requirements of the Prospectus Directive and the information herein, including any financial
information, may be materially different from any disclosure that would be provided in an
offering registered with the US Securities and Exchange Commission.
7. The Articles give the power to the Directors to require the transfer of Shares owned by any
person who has failed to provide any information or undertaking required by the Directors
within 21 days of being requested to do so or who, by virtue of his holding, might in the
opinion of the Directors cause or be likely to cause the assets of the Company to be considered
‘‘plan assets’’ within the meaning of the regulations adopted under ERISA or which holding
would result in the Company being required to register under the Investment Company Act. If
the Directors become aware that any Shares are owned by any person in breach of the above
restrictions, the Directors may give notice directing such person to transfer such Shares. If upon
the expiration of 21 days after the giving of such notice, such person has not transferred the
Shares, the Directors may arrange for the compulsory sale of such Shares.
8. The Company is a closed-ended company incorporated with limited liability under the laws of
Luxembourg. The Investment Manager is organised under the laws of England. All of the
Directors of the Company and of the Investment Manager are non-residents of the United
States. Such entities and persons and others referred to in this document are located outside of
the United States and all or a substantial portion of the assets of the Company and such
persons are located outside of the United States. As a result, it may be difficult for US
purchasers of the securities offered hereby to affect service of process within the United States
upon the Company, the Directors, the Investment Manager or such other persons or entities, or
to realise against them civil liabilities under United States securities laws. Moreover, there is
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doubt as to whether courts outside the United States would enforce judgments of United States
courts predicated solely on United States securities laws or would entertain actions brought
before them in the first instance on the basis of liabilities predicated solely upon such laws.
Prospective investors are hereby notified that sellers of Shares (including for these purposes the Company
as the issuer of new Shares) may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A or another exemption from, or transaction not subject to, the
registration requirements of the Securities Act.
15. WORKING CAPITAL
The Company believes, in its opinion, that after taking into account the minimum net proceeds of the
Offer receivable by the Company (being A175.5 million) and the available bank facilities the working
capital available to the Company and its subsidiaries is sufficient for its present requirements, that is
for at least the next 12 months from the date of this Prospectus.
16. CAPITALISATION AND INDEBTEDNESS
Set out below is a statement of capitalisation and indebtedness in relation to the Group
As at
30 September
2006
A
Total current debt
Secured (1)
(146,941,800)
Unguaranteed/Unsecured —
(146,941,800)
Total non-current debt (excluding current portion of long-term debt)
Guaranteed —
Secured —
Unguaranteed/Unsecured (50,218,350)
(1) The current debt is secured by fixed charges over the assets to which they relate.
(50,218,350)
Shareholders’ equity:
As at
30 September
2006
A
Share Capital 6,921,510
Share Premium —
Hedging Reserve 852,921
Own shares held —
Retained earnings (7,779)
156
7,766,652

As at
30 September
2006
A
Cash 4,257,200
Cash equivalent – cash on deposit in escrow —
4,257,200
Current bank debt (146,941,800)
Other current financial debt
Current financial debt (146,941,800)
Net current financial assets (142,684,600)
Non current loans (50,218,350)
(50,218,350)
Net financial indebtedness (192,902,950)
Contingent liabilities in respect of
Financial guarantees —
Total contingent liabilities —
17. AVAILABILITY OF DOCUMENTS
Copies of this Prospectus, the Articles and the material contracts referred to in paragraph 8 above
can be obtained during normal business hours:
Citco (Luxembourg) S.A. Carré Bonn, 20 rue de la Poste,
L-2010 Luxembourg
The Company 25b Boulevard Royal, L-2449,
Luxembourg
+35226864260
18. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection at the registered office of the
Company and at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A
2HS, UK during normal business hours on any weekday (Saturdays, Sundays and public holidays
excepted) from the date of this Prospectus until the Offer closes:
(i) the Articles;
(ii) this Prospectus;
(iii) the reports set out in Part VI, VII and VIII of this Prospectus; and
(iv) the consent letters referred to in paragraph 11 above.
In addition, copies of this Prospectus are available, for inspection only, from the Document Viewing
Facility, UK Listing Authority, The Financial Services Authority, 25 The North Colonnade, Canary
Wharf, London, E14 5HS, UK.
24 November 2006
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Part XIII
Definitions
The following definitions apply throughout this Prospectus unless the context requires otherwise:
‘‘Adjusted Gross Assets’’ the aggregate value of all of the assets of the Group, including net
distributable but undistributed income, less current liabilities of the
Group (excluding from current liabilities any proportion of monies
borrowed for investment whether or not treated under accounting
rules as current liabilities), as shown in the consolidated accounts of
the Group; real estate assets of the Group shall be valued at their
Market Value by an independent valuer in accordance with the
practice statement contained in the Appraisal and Valuation
Manual prepared by The Royal Institution of Chartered Surveyors
‘‘Administration Agreement’’ the administration agreement between the Company and the
Administrator dated 17 November 2006, a summary of which is
set out in paragraph 8.5 of Part XII of this Prospectus
‘‘Administrator’’ Citco (Luxembourg) S.A.
‘‘Admission’’ the admission of the Shares to be issued pursuant to the Placing and
Public Offer to the Official List of the UKLA and to trading on the
London Stock Exchange’s main market for listed securities
becoming effective
‘‘Application Form’’ the application form set out at the end of this Prospectus for use
under the Public Offer
‘‘Articles’’ or ‘‘Articles of
Association’’
the articles of association of the Company
‘‘Assumptions’’ the bases and assumptions used by the Company for the purposes
of this Prospectus, of which the principal bases and assumptions are
set out in Part X of this Prospectus
‘‘Auditors’’ KPMG Audit S.à.r.l
‘‘Bank Facility’’ the loan facility agreement entered into by the Company and Bank
of Scotland on 6 July 2005 (as amended on Admission), a summary
of which is set out in paragraph 8.8 of Part XII of this Prospectus
‘‘Bank of Scotland’’ The Governor and Company of the Bank of Scotland
‘‘Capita’’ Capita Registrars, a trading division of Capita IRG Plc
‘‘certificated’’ or ‘‘in certificated
form’’
not in uncertificated form
‘‘Chelsfield Partners LLP’’ a joint venture between various third party investors and Uberior
Ventures Limited
‘‘Citigroup’’ Citigroup Global Markets Limited
‘‘Combined Code’’ the UK combined code on corporate governance published in June
2006
‘‘Committed to Acquire’’ or
‘‘Committed to be Acquired’’
assets listed under ‘‘Property Portfolio – Committed to be Acquired
Properties’’ in Part V of this Prospectus, for which the Group has
contractual commitments to purchase, subject to the satisfaction of
all conditions and completion provisions
‘‘Companies Act’’ the Luxembourg act of 10 August 1915 on commercial companies,
as amended
‘‘Company’’ Invista European Real Estate Trust SICAF
‘‘Continental Europe’’ or
‘‘Continental European’’
the countries that are members of the EEA but excluding the
United Kingdom and Ireland
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‘‘CREST’’ the computerised settlement system to facilitate the transfer of title
to shares in uncertificated form operated by CRESTCo Limited
‘‘CSSF’’ the Luxembourg financial supervisory authority, the Commission de
surveillance du secteur financier
‘‘CSSF Circular 02/77’’ the CSSF Circular 02/77 of 27 November 2002 concerning the
protection of investors in case of NAV calculation error and
correction of the consequences resulting from non-compliance with
the investment rules applicable to undertakings for collective
investment
‘‘Custodian’’ RBC Dexia Investor Services Bank S.A.
‘‘Custodian Agreement’’ the custodian agreement between the Company and the Custodian
dated 17 November 2006, a summary of which is set out in
paragraph 8.4 of Part XII of this Prospectus
‘‘Depositary’’ Capita IRG Trustees Limited
‘‘Depositary Agent’’ Capita Registrars
‘‘Depositary Agent Agreement’’ the depositary agent agreement between the Company and the
Depositary Agent dated 24 November 2006, a summary of which is
set out in paragraph 8.6 of Part XII of this Prospectus
‘‘Depositary Interest’’ the dematerialised depositary interests issued in respect of Shares in
uncertificated form by the Depositary in the manner described in
paragraph 9 of Part XII, title to which is evidence by entry on the
Depositary Interest register maintained by the Depositary
‘‘Directors’’ or ‘‘Board’’ the directors or board of the Company
‘‘EEA’’ the European Economic Area
‘‘ERISA’’ the United States Employee Retirement Income Security Act of
1974, as amended
‘‘EURIBOR’’ the Euro Interbank Offered Rate from time to time
‘‘Exchange Rate’’ the exchange rate from Euro into Sterling as at 15 November 2006,
being A1.4784: £1
‘‘Existing Shareholders’’ Uberior Europe Limited (a wholly owned subsidiary of HBOS) and
Chelsfield Partners LLP
‘‘Financial Services Authority’’ the UK Financial Services Authority of the UK
‘‘FSMA’’ the UK Financial Services and Markets Act 2000
‘‘Group’’ the Company, the Property Subsidiaries and any other subsidiary
or subsidiary undertaking of the Company from time to time
‘‘HBOS’’ HBOS plc
‘‘Independent Valuer’’ DTZ Debenham Tie Leung Limited (or any other independent
valuer appointed by the Company from time to time to determine
the value of the Real Estate Assets held by the Group and approved
by the CSSF)
‘‘Initial Gross Proceeds’’ the aggregate value of the Shares issued by the Company under the
Offer (taken at the Offer Price)
‘‘Investment Company Act’’ the United States Investment Company Act of 1940, as amended
‘‘Investment Funds Act’’ the Luxembourg act of 20 December 2002 on undertakings for
collective investment, as amended
‘‘Investment Management
Agreement’’
‘‘Investment Manager’’ or ‘‘Invista
REIM’’
the investment management agreement between the Company and
the Investment Manager dated 17 November 2006, a summary of
which is set out in paragraph 8.2 of Part XII of this Prospectus
Invista Real Estate Investment Management Limited
‘‘Invista’’ Invista Real Estate Investment Management Holdings plc
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‘‘Invista Group’’ Invista and other companies within its group
‘‘ISA’’ individual savings account in the United Kingdom
‘‘JPMorgan’’ J.P. Morgan Securities Ltd
‘‘JPMorgan Cazenove’’ JPMorgan Cazenove Limited
‘‘Joint Global Co-ordinators’’ JPMorgan Cazenove and Citigroup
‘‘Listing Rules’’ the listing rules made by the UK Listing Authority under section 74
of the UK Financial Services and Markets Act 2000
‘‘London Stock Exchange’’ London Stock Exchange plc
‘‘Luxembourg’’ the Grand Duchy of Luxembourg
‘‘Market Value’’ the value of a property as determined by the Independent Valuer in
accordance with the procedures, and subject to the assumptions, set
out in the Valuation Report in Part VI of this Prospectus
‘‘Member State’’ any member State of the EEA
‘‘Mémorial’’ Mémorial C, Recueil des Sociétés et Associations
‘‘Model Code’’ the model code of the UK Listing Authority published on 1 July
2005
‘‘NAV’’ or ‘‘Net Asset Value’’ the value of the assets of the Group less its liabilities, determined in
accordance with the accounting principles adopted by the Group
from time to time
‘‘Net Annual Rent’’ the net annual rent for each of the properties in the Property
Portfolio as set out in the Valuation Report in Part VI of this
Prospectus
‘‘Net Cash Income’’ the Group’s net rental income calculated after deduction of finance
costs and management and administration expenses and other
actual expenses of the Group including actual taxation suffered but
taking no account of any provisions for deferred taxation or of any
fair value adjustments to the valuation of assets within the Property
Portfolio which may be made in the income statement of any
member of the Group
‘‘Offer’’ the sale of Shares pursuant to the Placing and the Public Offer
‘‘Offer Price’’ 200p per Share
‘‘Official List’’ the official list of the UKLA
‘‘Panel’’ The Panel on Takeovers and Mergers in the UK
‘‘PEP’’ personal equity plan in the United Kingdom
‘‘Placing’’ the proposed placing of 83.1 million Shares with subscribers or
purchasers at the Offer Price as described in this Prospectus
‘‘Property Management
Agreement’’
the property management agreement between the Property
Manager, the Investment Manager and the Company dated 7
October 2006, a summary of which is set out in paragraph 8.3 of
Part XII of this Prospectus
‘‘Property Manager’’ Jones Lang LaSalle Europe Limited, the principal property
‘‘Property Portfolio’’
manager to the Group
the part of the investment portfolio of the Group that comprises
properties (including, for the avoidance of doubt, properties that
the Group are Committed to Acquire)
‘‘Property Subsidiaries’’ the special purpose vehicles established by the Company in various
jurisdictions in Continental Europe holding the properties (or joint
venture interests in properties), such special purpose vehicles are
indirect subsidiary undertakings of the Company
‘‘Prospectus’’ this document
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‘‘Prospectus Act’’ the Luxembourg act of 10 July 2005 relating to prospectuses for
securities
‘‘Prospectus Directive’’ Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003 on the prospectus to be published
when securities are offered to the public or admitted to trading and
amending Directive 2001/34/EC and any relevant implementing
measure in each Relevant Member State
‘‘Public Offer’’ the offer for sale and for subscription of Shares at the Offer Price,
as described in this Prospectus
‘‘QIBs’’ qualified institutional buyers, as such term is defined in Rule 144A
‘‘Real Estate Asset’’ any interest held by the Group in real estate, including, without
limitation, any land, any buildings, structures or other
improvements, any furniture, fixtures and equipment located
thereon or therein or any personal property used in connection
therewith, or any leasehold, licence, right, easement or any other
estate or interest (including, without limitation, any air or other
development rights) or any option with respect thereto.
‘‘Receiving Agent’’ Capita Registrars
‘‘Registrar and Transfer Agent’’ Maitland Luxembourg S.A.
‘‘Registrar and Transfer Agent
Agreement’’
the registrar and transfer agent agreement between the Company
and the Registrar and Transfer Agent dated 17 November 2006, a
summary of which is set out in paragraph 8.7 of Part XII of this
Prospectus
‘‘Regulated Market’’ a market referred to in article 1, point 13 of the Council Directive
93/22 EEC on investment services in the securities field, as
amended.
‘‘Regulation S’’ Regulation S under the Securities Act
‘‘Relevant Member State’’ any member state of the European Economic Area which has
implemented the Prospectus Directive
‘‘RIS’’ a regulatory information service
‘‘Risk Factors’’ the risk factors beginning on on page 8 of this Prospectus
‘‘Rule 144A’’ Rule 144A under the Securities Act
‘‘Securities Act’’ the United States Securities Act of 1933, as amended
‘‘Shareholders’’ registered holders of Shares and, where the context requires,
holders of Depositary Interests
‘‘Shareholder Loan’’ a profit participating loan made by the Existing Shareholders to the
Company over the period from June 2005 to Admission
‘‘Shares’’ ordinary shares in the Company
‘‘Subsidiaries’’ direct or indirect subsidiaries of the Company
‘‘Takeover Bid Act’’ the Luxembourg act of 19 May 2006 implementing the Takeover
Directive
‘‘Takeover Directive’’ Directive 2004/25/EC of the European Parliament and of the
Council of 21 April 2004 on takeover bids
‘‘Taxes Act’’ the UK Income and Corporation Taxes Act 1988, as amended
‘‘UK’’ or ‘‘United Kingdom’’ the United Kingdom of Great Britain and Northern Ireland
‘‘UKLA’’ or ‘‘UK Listing
Authority’’
the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of the Financial
Services and Markets Act 2000
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‘‘uncertificated’’ or ‘‘in
uncertificated form’’
means recorded on the register of members of the Company as
being held by the Depositary (or its nominated custodian) on trust
for the holders of the Depositary Interests, such Depositary
Interests being held in uncertificated form in CREST and title to
such Depository Interests being transferable by means of CREST
‘‘Underwriting Agreement’’ the underwriting agreement between the Company, the Investment
Manager, the Existing Shareholders, the Directors, JPMorgan
Securities and the Joint Global Co-ordinators dated 24 November
2006, a summary of which is set out in paragraph 8.1 of Part XII of
this Prospectus
‘‘Valuation Day’’ the last day of each calendar month and such other date as the
Directors may, in their absolute discretion, determine
‘‘VAT’’ value added tax
‘‘£’’ or ‘‘Sterling’’ or ‘‘pence’’ the lawful currency of the UK
‘‘C’’ or ‘‘Euro’’ or ‘‘cent’’ the lawful single currency introduced at the start of the third stage
of European Economic and Monetary Union pursuant to the treaty
establishing the European Community, as amended
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Part XIV
Terms and Conditions of Application under the Public Offer
Introduction
If you apply for Shares under the Public Offer, you will be agreeing with the Company, the Existing
Shareholders and Capita Registrars (the ‘‘Receiving Agent’’) (for itself and as agent for the Company
and the Existing Shareholders) as follows:
Public Offer to acquire Shares
1. Applications must be made on the Application Form attached at the end of this Prospectus (the
‘‘Prospectus’’) or otherwise published by the Company. By completing and delivering an
Application Form, you, as the applicant, and, if you sign the Application Form on behalf of
another person or a corporation, that person or corporation:
1.1 offer to subscribe for or acquire for such number Shares at 200p per Share as may be
subscribed or purchased by the amount specified in Box 1 on your Application Form (calculated
after the deduction of any commission payable to your Independent Financial Advisor (‘‘IFA’’))
on the terms, and subject to the conditions, set out in the Prospectus, including these Terms and
Conditions of Application and the articles of association of the Company;
1.2 agree that, in consideration of the Company and the Existing Shareholders agreeing that they
will not, prior to the date of Admission, offer for subscription or sale any Shares to any person
other than by means of the procedures referred to in the Prospectus, your application may not
be revoked and that this paragraph shall constitute a collateral contract between you and the
Company and the Existing Shareholders which will become binding upon despatch by post to,
or, in the case of delivery by hand, on receipt by, the Receiving Agent of your Application
Form;
1.3 undertake to pay the amount specified in Box 1 on your Application Form in full on
application and warrant that the remittance or cheque accompanying your Application Form
will be honoured on first presentation (all cheques and bankers’ drafts being liable to be
presented for payment on receipt by the Receiving Agent) and agree that if such remittance or
cheque is not so honoured you will not be entitled to receive a share certificate for the Shares
applied for in certificated form or be entitled to commence dealing in Depository Interests in
respect of Shares applied for in uncertificated form or to enjoy or receive any rights in respect
of such Shares unless and until you make payment in cleared funds for such Shares and such
payment is accepted by the Receiving Agent (which acceptance shall be in its absolute discretion
and on the basis that you indemnify the Receiving Agent, the Company and the Existing
Shareholders against all costs, damages, losses, expenses and liabilities arising out of, or in
connection with, the failure of your remittance to be honoured on first presentation) and the
Company and the Existing Shareholders may (without prejudice to any other rights they may
have) avoid the agreement to allot or sell the Shares and may allot or sell them to some other
person, in which case you will not be entitled to any refund or payment in respect thereof
(other than the refund by interbank credit transfer to the bank account from which they were
first received at your risk of any proceeds of the remittance which accompanied your
Application Form, without interest);
1.4 agree that, where on your Application Form a request is made for Shares, through Depositary
Interests, to be deposited into a CREST account, the Receiving Agent may in its absolute
discretion amend the form so that such Shares may be issued or sold in certificated form
registered in the name(s) of the holder(s) specified in your Application Form (and recognise that
the Receiving Agent will so amend the form if there is any delay in satisfying the identity of the
applicant or the owner of the CREST account or in receiving your remittance in cleared funds);
1.5 agree, in respect of applications for Shares in certificated form (or where the Receiving Agent
exercises its discretion pursuant to paragraph 1.4 to issue Shares in certificated form), that any
share certificate to which you or, in the case of joint applicants, any of the persons specified by
you in your Application Form may become entitled pursuant to paragraph 1.4 above (and any
monies returnable to you) may be retained by the Receiving Agent:
1.5.1 pending clearance of your remittance,
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1.6
1.5.2 pending investigation of any suspected breach of the warranties contained in paragraphs
8.1, 8.2, 8.6 or 8.8 below or any other suspected breach of these Terms and Conditions of
Application, or
1.5.3 pending any verification of identity which is, or which the Registrar and Transfer Agent
and the Receiving Agent considers may be, required for the purpose of the anti-money
laundering laws of Luxembourg as amended and any other regulations applicable thereto,
and any interest accruing on such retained monies shall accrue to and for the benefit of
the Company and/or the Existing Shareholders;
agree, on the request of the Registrar and Transfer Agent or the Receiving Agent, to disclose
promptly in writing to it such information as the Registrar and Transfer Agent or the Receiving
Agent may request in connection with your application and authorise the Registrar and Transfer
Agent and the Receiving Agent to disclose any information relating to your application which
they may consider appropriate;
1.7 agree that if evidence of identity satisfactory to the Registrar and Transfer Agent and the
Receiving Agent is not provided to the Registrar and Transfer Agent or the Receiving Agent
within a reasonable time (in the opinion of the Registrar and Transfer Agent or the Receiving
Agent) following a request therefor, the Registrar and Transfer Agent or the Receiving Agent or
the Company or the Existing Shareholders may terminate the agreement with you to allot or sell
Shares and, in such case, the Shares which would otherwise have been allotted or sold to you
may be reallotted or resold to some other party and the lesser of your application monies or
such proceeds of sale (as the case may be, with the proceeds of any gain derived from a sale
accruing to the Company) will be returned to the bank account on which the payment
accompanying the application was first drawn without interest and at your risk;
1.8 agree that you are not applying on behalf of a person engaged in money laundering;
1.9 undertake to ensure that, in the case of an application signed by someone else on your behalf,
the original of the relevant power of attorney (or a complete copy certified by a solicitor or
notary) is enclosed with your Application Form together with full identity documents for the
person so signing;
1.10 undertake to pay interest at the rate described in paragraph 4 below if the remittance
accompanying your Application Form is not honoured on first presentation;
1.11 authorise the Receiving Agent to procure that there be sent to you definitive certificates in
respect of the number of Shares for which your application is accepted or if you completed
section 3B on your Application Form, but subject to paragraph 1.4 above, to deliver the
equivalent number of Depositary Interests for which your application is accepted into CREST,
and/or to return any monies returnable by cheque through the portal system without interest
and at your risk;
1.12 confirm that you have read and complied with paragraph 13;
1.13 agree that all subscription cheques and payments will be processed through a bank account (the
‘‘Acceptance Account’’) in the name of ‘‘Capita IRG Plc re Invista European Real Estate Trust
SICAF’’ opened with the Receiving Agent;
1.14 agree that your Application Form is addressed to the Company, the Existing Shareholders and
the Receiving Agent; and
1.15 agree that any application may be rejected in whole or in part at the sole discretion of the
Company and the Existing Shareholders.
Acceptance of your offer
2. The Company and the Existing Shareholders may accept your offer to subscribe or purchase (if
your application is received, valid (or treated as valid), processed and not rejected) by notifying
the UK Listing Authority of the basis of allocation (in which case the acceptance will be on
that basis).
3. The basis of allocation will be determined by the Company and the Existing Shareholders. The
right is reserved notwithstanding the basis as so determined to reject in whole or in part and/or
scale back any application. The right is reserved to treat as valid any application not complying
fully with these Terms and Conditions of Application or not in all respects completed or
delivered in accordance with the instructions accompanying the Application Form. In particular,
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ut without limitation, the Company and the Existing Shareholders may accept an application
made otherwise than by completion of an Application Form where you have agreed with the
Company and the Existing Shareholders in some other manner to apply in accordance with
these Terms and Conditions of Application. The Company and the Existing Shareholders reserve
the right (but shall not be obliged) to accept Application Forms and accompanying remittances
which are received through the post after 5.00 p.m. on 12 December 2006 provided that the
cover bears a legible postmark with a date not later than 12 December 2006.
4. The Receiving Agent will present all cheques and banker’s drafts for payment on receipt and
will retain documents of title and surplus monies pending clearance of successful applicants’
payment. The Receiving Agent may, as agent of the Company and the Existing Shareholders,
require you to pay interest or its other resulting costs (or both) if the payment accompanying
your application is not honoured on first presentation. If you are required to pay interest you
will be obliged to pay the amount determined by the Receiving Agent to be the interest on the
amount of the payment from the date on which all payments in cleared funds are due to be
received until the date of receipt of cleared funds. The rate of interest will be the then published
bank base rate of a clearing bank selected by the Receiving Agent plus 2 per cent. per annum.
The right is also reserved to reject in whole or in part, or to scale down or limit, any
application.
Conditions
5. The contracts created by the acceptance of applications (in whole or in part) under the Public
Offer will be conditional upon:
5.1 admission of the Shares, issued and to be issued pursuant to the Offer, to admission to the
official list of the UK Listing Authority and trading on the London Stock Exchange’s main
market for listed securities and such admission being effective in accordance with the rules of
the UK Listing Authority and the rules of the London Stock Exchange respectively by 8.00 a.m.
on 29 December 2006 (or such later time or date, not being later than 8.00 a.m. on 12 January
2007, as the Company, the Existing Shareholders and the Joint Global Co-ordinators and
JPMorgan may agree); and
5.2 the Underwriting Agreement referred to in paragraph 8.1 of Part XII of the Prospectus
becoming otherwise unconditional in all respects, and not being terminated in accordance with
its terms before Admission becomes effective.
6. You will not be entitled to exercise any remedy of rescission for innocent misrepresentation
(including precontractual representations) at any time after acceptance. This does not affect any
other right you may have.
Return of application monies
7. Where application monies have been banked and/or received, if any application is not accepted
in whole, or is accepted in part only, or if any contract created by acceptance does not become
unconditional, the application monies or, as the case may be, the balance of the amount paid
on application will be returned without interest by returning your cheque, or by crossed cheque
in your favour, by post at the risk of the person(s) entitled thereto, without interest. Until
Shares are allotted or sold to an applicant in respect of such applicant’s application monies or
application monies are returned to an applicant, application monies will be retained by the
Receiving Agent in a separate account and no interest will accrue to applicants on such funds.
Warranties
8. By completing an Application Form, you:
8.1 warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a
corporation, you have due authority to do so on behalf of that other person and that such
other person will be bound accordingly and will be deemed also to have given the
confirmations, warranties and undertakings contained in these Terms and Conditions of
Application and undertake to enclose your power of attorney or other authority or a complete
copy thereof duly certified by a solicitor or notary;
8.2 warrant, if the laws of any territory or jurisdiction outside Luxembourg are applicable to your
application, that you have complied with all such laws, obtained all governmental and other
consents which may be required, complied with all requisite formalities and paid any issue,
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transfer or other taxes due in connection with your application in any territory and that you
have not taken any action or omitted to take any action which will result in the Company, or
the Existing Shareholders or the Receiving Agent or any of their respective officers, agents or
employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any
territory or jurisdiction outside of Luxembourg in connection with the Public Offer in respect of
your application;
8.3 confirm that in making an application you are not relying on any information or representations
in relation to the Company or the Shares other than those contained in the Prospectus (on the
basis of which alone your application is made) and accordingly you agree that no person
responsible solely or jointly for the Prospectus or any part thereof shall have any liability for
any such other information or representation;
8.4 agree that, having had the opportunity to read the Prospectus, you shall be deemed to have had
notice of all information and representations contained therein;
8.5 acknowledge that no person is authorised in connection with the Public Offer to give any
information or make any representation other than as contained in the Prospectus and, if given
or made, any information or representation must not be relied upon as having been authorised
by the Company, the Existing Shareholders or the Receiving Agent;
8.6 warrant that you are not under the age of 18 on the date of your application;
8.7 agree that all documents and monies sent by post to, by or on behalf of the Company or the
Existing Shareholders or the Receiving Agent, will be sent at your risk and, in the case of
documents and returned application cheques and payments to be sent to you, may be sent to
you at your address (or, in the case of joint holders, the address of the first-named holder) as
set out in your Application Form;
8.8 confirm that you have reviewed the restrictions contained in paragraph 5 above and in
paragraphs 12 and 13 below and warrant, to the extent relevant, that you (and any person on
whose behalf you apply) comply or have complied with the provisions therein;
8.9 represent and warrant that, in reliance on Regulation S, at the time of the offer to you of the
Shares and at the time the buy order originated, you were outside the United States for the
purposes of Rule 903 under the Securities Act;
8.10 represent and warrant that you understand that the Shares are being offered in a transaction
not involving any public offering in the United States within the meaning of the Securities Act,
that the Shares have not been and will not be registered under the Securities Act and that (A) if
in the future you decide to offer, resell, pledge or otherwise transfer any of the Shares, such
Shares may be offered, resold, pledged or otherwise transferred only (i) in the United States to a
person whom the seller reasonably believes is a qualified institutional buyer in a transaction
meeting the requirements of Rule 144A, (ii) in accordance with Rule 144 under the Securities
Act, or (iii) outside the United States in a transaction complying with Rule 903 or Rule 904 of
Regulation S under the Securities Act, in each case in accordance with applicable securities laws
of the states of the United States, and (B) the purchaser will, and each subsequent holder is
required to, notify any subsequent purchaser of the Shares from it of the resale restrictions
referred to in (A) above;
8.11 understand and acknowledge that none of the Company, the Investment Manager or any of the
Joint Global Coordinators, nor any of their respective affiliates, makes any representation as to
the availability of any exemption under the Securities Act for the offer, resale, pledge or transfer
of the Shares. You understand that the Shares to be subscribed or purchased by you are
‘‘restricted securities’’ as defined in Rule 144(a)(3) under the Securities Act;
8.12 understand that any offer, resale, pledge or transfer of the Shares made other than in
compliance with the transfer restrictions set forth in the Prospectus may not be recognised by
the Company; and
8.13 represent and warrant that you are not a ‘‘benefit plan investor’’ (as defined in ERISA), or
other employee benefit plan subject to any United States federal, state, local or other law or
regulation that is substantially similar to the prohibited transaction provisions of Section 406 of
ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, and that you will
not sell or otherwise transfer any Shares or any interest therein unless the transferee makes or is
deemed to make the representations, warranties and agreements set forth in this paragraph, and
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the purchaser acknowledges and agrees that any purported transfer of Shares or any interest
therein that does not comply with this paragraph 8 will not be effective and will not be
recognised by the Company.
Money Laundering
9. You agree that, in order to ensure compliance with the Luxembourg money laundering
9.1
regulations, the Receiving Agent, the Company, the Existing Shareholders, the Company’s
Administrator or the Registrar and Transfer Agent may respectively at their absolute discretion
require verification of identity of you as the applicant lodging an Application Form and further
may request from you and you will assist in providing identification on:
the owner(s) and/or controller(s) (the ‘‘payor’’) of any bank account not in the name of the
holder(s) on which is drawn a payment by way of banker’s draft or cheque; or
9.2 where it appears to the Receiving Agent or the Registrar and Transfer Agent that a holder or
the payor is acting on behalf of some other person or persons, such person or persons.
Failure to provide the necessary evidence of identity may result in your application being
rejected or delays in the despatch of documents.
Measures aimed towards the prevention of money laundering as provided by laws of
10.
Luxembourg and circulars as issued by the CSSF are the responsibility of the Registrar and
Transfer Agent acting on behalf of the Company although the Registrar will carry out the
checks set out below.
These measures may require the Registrar and Transfer Agent to request verification of the
identity of any prospective Shareholder. By way of example, an individual may be required to
produce a copy of his passport or identification card duly certified by a competent authority
(e.g. embassy, consulate, notary, police officer, solicitor, financial institution domiciled in a
country imposing equivalent identification requirements or any other competent authority). In
the case of corporate applicants, this may require production of a certified copy of the certificate
of incorporation (and any change of name) and memorandum and articles of association (or
equivalent), the names of the shareholders along with a copy of their ID cards or passports.
Until proof of identity satisfactory to the Registrar and Transfer Agent is provided by potential
investors, the Registrar and Transfer Agent reserves the right to withhold issue or approval of
registration of transfers of Shares. Similarly, redemption proceeds will not be paid unless
compliance with these requirements has been made in full. In any such event, the Registrar and
Transfer Agent will not be liable for any interest, costs or compensation.
In the event of a delay or failure to provide satisfactory proof of identity, the Registrar and
Transfer Agent may take such action as it thinks fit.
Without prejudice to the generality of paragraph 9 above, verification of the identity of holders
and payors may be required for all applications for Shares. If, in such circumstances, you use a
building society cheque, banker’s draft or money order you should ensure that the bank or
building society issuing the payment enters the name, address and account number of the person
whose account is being debited on the reverse of the cheque, banker’s draft or money order and
adds its stamp. If, in such circumstances, the person whose account is being debited is not a
holder you may be required to provide a copy of that person’s passport or driving licence
certified by a solicitor or a recent original bank or building society statement and/or two utility
bills in their name and showing their current address (which originals will be returned by post
at the addressee’s risk) together with a signed declaration as to the relationship between the
payor and you the holder.
11. The holder(s) submitting an application for Shares will ordinarily be considered to be acting as
principal in the transaction unless the Receiving Agent determines otherwise, whereupon you
may be required to provide the necessary evidence of identity of the underlying beneficial
owner(s) as detailed in section 6 of the Application Form.
Non-United Kingdom investors
12. If you receive a copy of the Prospectus or an Application Form in any territory other than the
United Kingdom you may not treat it as constituting an invitation or offer to you, nor should
you, in any event, use an Application Form unless, in the relevant territory, such an invitation
or offer could lawfully be made to you or an Application Form could lawfully be used without
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contravention of any registration or other legal requirements. It is your responsibility, if you are
outside the United Kingdom and wish to make an application for Shares under the Public
Offer, to satisfy yourself as to full observance of the laws of any relevant territory or
jurisdiction in connection with your application, including obtaining any requisite governmental
or other consents, observing any other formalities requiring to be observed in such territory and
paying any issue, transfer or other taxes required to be paid in such territory.
13. The Shares have not been and will not be registered under the Securities Act or qualified for
sale under the laws of any state of the United States. The Shares may not be offered, sold or
delivered in the United States, except to QIBs in transactions exempt from the registration
requirements of the Securities Act or to certain persons in transactions outside the United States
pursuant to Regulation S. You are notified that the sellers of the Shares (including for these
purposes the Company as issuer of new Shares) may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A or another exemption from,
or transaction not subject to, the registration requirements of the Securities Act. None of the
Shares have been or will be registered under the laws of Canada, Japan or Australia or with
any securities regulatory authority of any political subdivision of Canada, Japan or Australia.
Accordingly, unless an exemption under such Act or laws is applicable, the Shares may not be
offered, sold or delivered, directly or indirectly, within Canada, Japan or Australia (as the case
may be). If you subscribe for or acquire Shares you will, unless the Company, the Existing
Shareholders and the Receiving Agent agree otherwise in writing, be deemed to represent and
warrant to the Company and the Existing Shareholders that you are not a resident of Canada,
Japan, Australia or a corporation, partnership or other entity organised under the laws of
Canada (or any political subdivision thereof) or Japan or Australia and that you are not
subscribing for or acquiring such Shares for the account of any resident of Canada, Japan or
Australia and will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the
Shares in or into Canada, Japan or Australia, or to any resident in Canada, Japan or Australia.
No application will be accepted if it shows the applicant, payor or a holder having an address
in Canada, Japan or Australia.
Luxembourg data protection law
14. By becoming registered as a holder of Shares in the Company a person authorises and
empowers the Company to collect, store and process certain information such as, but not
limited to, its name, address, amount of the investment (the ‘‘Personal Data’’) by electronic or
other means. The Company reserves the right to delegate the processing of this Personal Data
to delegates (together the ‘‘Processor(s)’’). The Personal Data will be processed by or on behalf
of the Company for the purposes of complying with its legal and regulatory obligations,
managing the fund and providing the services required by the Shareholders. The Shareholder
may at its discretion refuse to communicate the Personal Data to the Company, thereby
precluding the Company from using such data. However, such refusal or preclusion shall be an
obstacle to the subscription, acquisition or holding of Shares in the Company by the
Shareholder. The Shareholder has a right to access its Personal Data and may ask for a
rectification thereof in cases where such data is inaccurate and incomplete. In relation thereto,
the Shareholder should contact the Registrar and Transfer Agent. All Shareholder-related
Personal Data shall be retained for a period of ten years as from either the liquidation of the
Company or the redemption of all the Shares held by the relevant Shareholder.
Miscellaneous
15. To the extent permitted by law, all representations, warranties and conditions, express or
implied and whether statutory or otherwise (including, without limitation, pre-contractual
representations but excluding any fraudulent representations), are expressly excluded in relation
to the Shares and the Public Offer.
16. The rights and remedies of the Company, the Existing Shareholders, the Registrar and Transfer
Agent and the Receiving Agent under these Terms and Conditions of Application are in
addition to any rights and remedies which would otherwise be available to either of them and
the exercise or partial exercise of one will not prevent the exercise of others.
17. The Company may, with the prior approval of the Joint Global Co-ordinators bring forward
(subject to the Public Offer being open for a minimum of seven days and until at least 5.00
p.m. on 5 December 2006) or postpone the closing time and date for the Public Offer by no
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more than two weeks by giving notice to the investors who have subscribed by notification to a
RIS of the London Stock Exchange, having regard to the requirements of the London Stock
Exchange.
18. The Company and the Existing Shareholders may terminate the Public Offer in their absolute
discretion at any time prior to Admission. If such right is exercised, the Public Offer will lapse
and any monies will be returned as indicated without interest.
19. You agree that the Joint Global Co-ordinators and the Receiving Agent are acting for the
Company and the Existing Shareholders in connection with the Public Offer and for no-one else
and that neither the Joint Global Co-ordinators nor the Receiving Agent will treat you as its
customer by virtue of such application being accepted or owe you any duties concerning the
price of Shares or concerning the suitability of Shares for you or otherwise in relation to the
Public Offer or for providing the protections afforded to their customers.
20. You authorise the Receiving Agent or any person authorised by them or the Company, as your
agent, to do all things necessary to effect registration of any Shares subscribed or applied for by
you into your name(s) and authorise any representatives of the Receiving Agent to execute and/
or complete any document required in this regard.
21. You agree that all applications, acceptances of applications and contracts resulting therefrom
under the Public Offer shall be governed by and construed in accordance with Luxembourg law
and that you submit to the jurisdiction of the courts of the district of Luxembourg City and
agree that nothing shall limit the right of the Company and the Existing Shareholders to bring
any action, suit or proceedings arising out of or in connection with any such applications,
acceptances and contracts in any other manner permitted by law or in any court of competent
jurisdiction.
22. Save where the context requires otherwise, terms used in these Terms and Conditions of
Application bear the same meaning as where used in the Prospectus.
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Notes On How To Complete The Application Form
Applications should be returned so as to be received no later than 5.00 p.m. on
12 December 2006.
If you have a query concerning completion of this Application Form please call Capita Registrars on
0870 162 3121 or from outside the UK +44 208639 2157. For legal reasons Capita Registrars will not
be able to give advice on the merits of the Public Offer or to provide legal, financial or taxation
advice, and accordingly for such advice you should consult your stockbroker, solicitor, accountant,
bank manager or other independent professional advisor.
1. Application
Fill in (in figures) in Box 1 the amount of money being paid for Shares. The amount being paid must
be for a minimum of £2,000 and thereafter in multiples of £1,000. Financial intermediaries who are
investing on behalf of clients should make separate applications on behalf of each client.
2. Commission Payable
Fill in (in figures) in Box 2 the amount of Commission the IFA identified in section 8 of the
Application Form is entitled to receive out of the amount set out in Box 1. The amount of
Commission payable may not exceed 3 per cent. of the amount being paid and if the amount of
commission shown does exceed 3 per cent. thereof it will be reduced to 3 per cent. If your IFA has
waived their right to a Commission or you are not applying through an IFA or do not want this
Commission to be deducted from the amount you are paying for Shares write NONE in Box 2. If
this Box 2 is left blank, you will be deemed not to be applying through an IFA or that you do not
want Commission to be deducted.
3A. Holder Details
Fill in (in block capitals) the full name and address of the first holder and the name of any joint
holders. Applications may only be made by persons aged 18 or over. In the case of joint holders only
the first named may bear a designation reference. A maximum of four joint holders is permitted. All
holders named must sign the Application Form at section 4.
3B. CREST
If you wish your Shares, through Depositary Interests, to be deposited in a CREST account in the
name of the holder(s) given in section 3A, enter in section 3B the details of that CREST account.
Where it is requested that Shares, through Depository Interests, be deposited into a CREST account
please note that payment for such Shares must be made prior to the day such Shares might be sold
or allotted and issued. It is not possible for an applicant to request that Shares, through Depositary
Interests, be deposited in their CREST account on an against payment basis. Any Application Form
received containing such a request will be rejected.
4. Signature
All holders named in section 3A must sign section 4 and insert the date. The Application Form may
be signed by another person on behalf of each holder if that person is duly authorised to do so
under a power of attorney. The power of attorney (or a copy duly certified by a solicitor or a
notary) must be enclosed for inspection (which originals will be returned by post at the addressee’s
risk).
A corporation should sign under the hand of a duly authorised official whose representative capacity
should be stated and a copy of a notice issued by the corporation authorising such person to sign
should accompany the Application Form.
5. Cheque/Banker’s Draft, Payment Details
Payment must be made by a cheque or banker’s draft accompanying your Application Form and be
for the exact amount shown in section 1 of your Application Form. Your cheque or banker’s draft
must be made payable to ‘‘Capita IRG Plc re Invista European Real Estate Trust SICAF’’ and
crossed ‘‘A/C Payee’’. If you use a banker’s draft or a building society cheque you should ensure that
the bank or building society issuing the payment enters the name, address and account number of the
person whose account is being debited on the reverse of the banker’s draft or cheque and adds its
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stamp. Your cheque or banker’s draft must be drawn in sterling on an account at a bank branch in
the United Kingdom and must bear a United Kingdom bank sort code number in the top right hand
corner. Where an application is accompanied by a cheque or banker’s draft drawn by someone other
than the holder(s), any monies returned will be sent by the Receiving Agent to the names of the
applicant detailed in section 3A. Your payment must relate solely to this application. No receipt will
be issued.
6. Identity Information
The Receiving Agent and the Registrar and Transfer Agent are required to request the identity
documents listed in section 6 and/or to seek verification of identity of each holder and payor (if
necessary) from you. If satisfactory evidence of identity has not been obtained within a reasonable
time your application might be rejected or revoked. Where certified copies of documents are requested
in section 6, such copy documents should be certified by a senior signatory of a firm which is either a
government approved bank, stockbroker or investment firm, financial services firm or an established
law firm or accountancy firm which is itself subject to regulation in the conduct of its business in its
own country of operation and the name of the firm should be clearly identified on each document
certified.
7. Contact Details
To ensure the efficient and timely processing of your Application Form, please provide contact details
of a person the Company, the Registrar and Transfer Agent or Receiving Agent may contact with all
enquiries concerning your application. Ordinarily this contact person should be the person signing in
section 4 on behalf of the first named holder. If no details are entered here and the Receiving Agent
or the Registrar and Transfer Agent requires further information, any delay in obtaining that
additional information may result in your application being rejected or revoked.
8. Commission Payment
This section should be completed by your IFA (if any).
INSTRUCTIONS FOR DELIVERY OF COMPLETED APPLICATION FORMS – Completed
Application Forms should be returned, by post or by hand (during normal business hours only), to
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
so as to be received no later than 5.00 p.m. on 12 December 2006, together in each case with
payment in full in respect of the application. If you post your Application Form, you are
recommended to use first class post and to allow at least two days for delivery. Application Forms
received after this date may be returned.
The Directors may, with the prior approval of the Joint Global Co-ordinators, bring forward (subject
to the Public Offer being open for a minimum of 7 days and until at least 5.00 p.m. on 5 December
2006) or postpone the closing time and date for the Placing and Public Offer by no more than 2
weeks. In the event that such date is changed, the Company will notify investors who have applied
for Shares of such change by the publication of a notice through a RIS provider to the London
Stock Exchange.
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Application Form
Please send this completed form by post or by hand (during normal
business hours) to Capita Registrars so as to be received no later than
5.00 p.m. on 12 December 2006.
The Company reserves the right to shorten the Public Offer period to a time
and date no earlier than 5.00 p.m. on 5 December 2006 and will notify
investors of such change through the publication of a notice through a RIS.
Important before completing this form, you should read the accompanying
notes.
To: Invista European Real Estate Trust SICAF, Uberior Europe Limited,
Chelsfield Partners LLP and Capita Registrars
1 APPLICATION
I/We the person(s) detailed in section 3A below offer to pay the amount
shown in Box 1 for Shares subject to the Terms and Conditions set out in
Part XIV of the Prospectus dated 24 November 2006
2 COMMISSION ARRANGEMENT
I/We consent to there being deducted from the amount set out in Box 1 the
amount of Commission shown in Box 2 and authorise the Company to
procure that such be paid to the IFA identified in section 8 of this form
upon allotment or sale of Shares to me/us. I/We acknowledge that the
number of Shares to be allotted or sold to me/us shall be the result of
dividing the amount in Box 1 less the amount of Commission payable (if
any) at the rate set out in Box 2 by £2 rounded down to the nearest whole
Share.
3A DETAILS OF HOLDER(S) IN WHOSE NAME(S) SHARES WILL BE ISSUED (BLOCK CAPITALS)
1: Mr, Mrs, Miss or Title Forenames (in full)
Surname/Company name:
Address (in full):
Designation (if any):
Post Code
2: Mr, Mrs, Miss or Title Forenames (in full)
Surname/Company name:
Address (in full):
Designation (if any):
Post Code
3: Mr, Mrs, Miss or Title Forenames (in full)
Surname/Company name:
Address (in full):
Designation (if any):
172
Post Code
FOR OFFICIAL USE ONLY
Log no.
Box 1 (minimum of £2,000 and
in multiples of £1,000)
£
Box 2 (maximum of 3% or
NONE)
£

4: Mr, Mrs, Miss or Title Forenames (in full)
Surname/Company name:
Address (in full):
Designation (if any):
Post Code
3B CREST DETAILS
(only complete this section if Shares, through Depositary Interests, allotted are to be deposited in a CREST
account which must be in the same name as the holder(s) given in section 3A)
CREST Participant ID:
CREST Member Account ID:
4 SIGNATURE(S) ALL HOLDERS MUST SIGN
First holder signature Second holder signature:
Third holder signature Fourth holder signature:
Date 2006
5 CHEQUE/BANKER’S DRAFT DETAILS
Pin or staple to this form your cheque or banker’s draft for the exact amount shown in section 1 made payable
to ‘‘Capita IRG Plc re Invista European Real Estate Trust SICAF’’ and crossed ‘‘A/C Payee’’. Cheques and
banker’s payments must be drawn in sterling on an account at a bank branch in the United Kingdom and must
bear a United Kingdom bank sort code number in the top right hand corner.
6 IDENTITY INFORMATION
In accordance with internationally recognised standards for the prevention of
money laundering the undermentioned documents and information must be
provided.
A. For each holder being an individual enclose:
(1) a clear photocopy certified by a banker, building society or solicitor
of one of the following identification documents which bear both a
photograph and the signature of the person; current passport
Government or Armed Forces identity card driving licence; and
(2) certified copies of at least two of the following documents which
purport to confirm that the address given in section 3A is that
person’s residential address: a recent gas, electricity, water or
telephone (not mobile) bill, a recent bank statement, a council rates
bill or similar document issued by a recognised authority; and
(3) if none of the above documents show their date and place of birth,
enclose a note of such information; and
(4) details of the name and address of their personal bankers from
which the Registrar and Transfer Agent or the Receiving Agent may
request a reference, if necessary.
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Holder(s) Payor
1 2 3 4
Tick here for documents provided
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B. For each holder being a company (a ‘‘holder company’’) enclose:
(1) a certified copy of the certificate of incorporation of the holder
company; and
(2) the name and address of the holder company’s principal bankers
from which the Registrar and Transfer Agent or the Receiving
Agent may request a reference, if necessary; and
(3) a statement as to the nature of the holder company’s business,
signed by a director; and
(4) a list of the names and residential addresses of each director of the
holder company; and
(5) for each director provide documents and information similar to that
mentioned in A above; and
(6) a copy of the authorised signatory list for the holder company; and
(7) a list of the names and residential/registered address of each ultimate
beneficial owner interested in more than 5 per cent. of the issued
share capital of the holder company and, where a person is named,
also complete C below and, if another company is named
(hereinafter a ‘‘beneficiary company’’), also complete D below. If the
beneficial owner(s) named do not directly own the holder company
but do so indirectly via nominee(s) or intermediary entities, provide
details of the relationship between the beneficial owner(s) and the
holder company.
C. For each person named in B(7) as a beneficial owner of a holder
company enclose for each such person documents and information
similar to that mentioned in A(1) to (4)
D. For each beneficiary company named in B(7) as a beneficial owner of
a holder company enclose:
(1) a certified copy of the certificate of incorporation of that beneficiary
company; and
(2) a statement as to the nature of that beneficiary company’s business
signed by a director; and
(3) the name and address of that beneficiary company’s principal
bankers from which the Registrar and Transfer Agent or the
Receiving Agent may request a reference, if necessary; and
(4) a list of the names and residential/registered address of each
beneficial owner owning more than 5 per cent. of the issued share
capital of that beneficiary company.
E. If the payor is not a holder and is not a bank providing its own
cheque or banker’s payment on the reverse of which is shown details
of the account being debited with such payment (see note 5 on how to
complete this form) enclose:
(1) if the payor is a person, for that person the documents mentioned in
A(1) to (4); or
(2) if the payor is a company, for that company the documents
mentioned in B(1) to (7); and
(3) an explanation of the relationship between the payor and the
holder(s).
The Registrar and Transfer Agent or the Receiving Agent reserves the
right to ask for additional documents and information.
174

7 CONTACT DETAILS
To ensure the efficient and timely processing of this application please enter below the contact details of a person
the Registrar and Transfer Agent or the Receiving Agent may contact with all enquiries concerning this
application. Ordinarily this contact person should be the person signing in section 4 on behalf of the first named
holder. If no details are provided here but an IFA is identified in section 8, the Registrar and Transfer Agent or
the Receiving Agent will contact the IFA. If no details are entered here and no IFA is named in section 8 and
the Registrar and Transfer Agent or the Receiving Agent requires further information, any delay in obtaining
that additional information may result in your application being rejected or revoked.
Contact name: E-mail address:
Contact address:
Post Code:
Telephone No: Fax No:
8 COMMISSION PAYMENT DETAILS
Payment of commission at the rate set out in Box 2 above (if any) shall be made to the IFA whose details, and
stamp, are set out below.
Telephone No.:...............................................................................................................................................
Fax No.:.........................................................................................................................................................
IFA contact name:.........................................................................................................................................
E-mail address:...............................................................................................................................................
A.
Please pay Commission by cheque made payable to and sent by
post at our risk to the above address.
Signed:...................................................................... Date:........................................................................
Authorised signatory for the IFA firm.
175
imprima — C95088
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