KPMG - IERE

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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. 138
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Invista European Real Estate Trust
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JPMorgan Cazenove and Citigroup, ea
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Summary This summary should be read
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The Group currently owns, and inten
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Risk Factors Investing in the Share
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If actual financial data differ fro
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assumptions or flawed assessments u
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loss of revenue, which could materi
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The Group’s performance is depend
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less than the costs of the leverage
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Future Share issues could dilute th
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The holding company structure for t
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Important Information Investment in
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investors in Germany are urged to c
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made by broker-dealers who are regi
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* the tax treatment of the Group an
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Directors and Advisers Directors To
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Part I Information on the Company I
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and expanding analysis of property
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Where properties have achieved thei
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payable. To the extent that the Net
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The Company will also publish semi-
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Part II Directors, Management & Adm
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Mark Long* - Director, Strategy, Re
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The Custodian may entrust the safek
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Part III The Offer The Offer A tota
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period of 180 days from Admission,
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Part IV Background to the Continent
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Continental European Listed Propert
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The 5 largest properties account fo
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10 Largest Tenants Tenant Net Annua
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4 Purpose of the valuation report W
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7.3 Environmental matters We have r
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German Properties C104,700,000: Pro
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Property Sector Description, Age &
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Belgian Properties C18,500,00: Prop
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French Properties C22,100,000: Prop
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Czech Republic Properties C12,900,0
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Polish Properties A8,750,000: Prope
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INVISTA EUROPEAN REAL ESTATE TRUST
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INVISTA EUROPEAN REAL ESTATE TRUST
Page 87 and 88: INVISTA EUROPEAN REAL ESTATE TRUST
Page 93 and 94: ecognised in the financial statemen
Page 97 and 98: 16. Finance expenses 2006 B Amortis
Page 101 and 102: We planned and performed our work s
Page 103 and 104: (2) No account has been taken of th
Page 105 and 106: * a logistics property in Nanteuil,
Page 107 and 108: important to an understanding of th
Page 109 and 110: Availability of financing During th
Page 111 and 112: The Group’s diversification by ma
Page 113 and 114: higher immediately following Admiss
Page 115 and 116: At 30 September 2006 the Group had
Page 117 and 118: temporary difference is controlled
Page 119 and 120: currency swaps and foreign exchange
Page 121 and 122: (q) where voids currently exist or
Page 123 and 124: in the Group carries on a trade in
Page 125 and 126: taxable as a corporation) organised
Page 127 and 128: PFIC - Default Excess Distribution
Page 129 and 130: these proposed Treasury Regulations
Page 131 and 132: Part XII General Information 1. Inc
Page 133 and 134: 2.11 All of the Shares will be in r
Page 135 and 136: Name Current Directorships and Part
Page 137: Name Current Directorships and Part
Page 141 and 142: (a) Shares of the Company to be red
Page 143 and 144: The Company will be bound towards t
Page 145 and 146: Every Shareholder may take part in
Page 147 and 148: which fall within the scope of the
Page 149 and 150: The Bank Facility also provides for
Page 151 and 152: performance by the Depositary of it
Page 153 and 154: The primary tasks of the Company’
Page 155 and 156: In relation to the investment restr
Page 157 and 158: doubt as to whether courts outside
Page 159 and 160: Part XIII Definitions The following
Page 161 and 162: ‘‘Invista Group’’ Invista a
Page 163 and 164: ‘‘uncertificated’’ or ‘
Page 165 and 166: 1.6 1.5.2 pending investigation of
Page 167 and 168: transfer or other taxes due in conn
Page 169 and 170: contravention of any registration o
Page 171 and 172: Notes On How To Complete The Applic
Page 174 and 175: I I I I I I I I I I I I I I I I I I
Page 176 and 177: I I I I I I I I I I I I I I I I I I
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KPMG - IERE

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