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