KPMG - IERE

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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 149
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. 150
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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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ecognised in the financial statemen
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16. Finance expenses 2006 B Amortis
Page 99 and 100: INVISTA EUROPEAN REAL ESTATE TRUST
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 and 138: Name Current Directorships and Part
Page 139 and 140: The general meeting of Shareholders
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: The Bank Facility also provides for
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
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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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