KPMG - IERE

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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 155
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
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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
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We planned and performed our work s
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(2) No account has been taken of th
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Page 107 and 108: important to an understanding of th
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Page 113 and 114: higher immediately following Admiss
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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
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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
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Page 139 and 140: The general meeting of Shareholders
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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
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Page 159 and 160: Part XIII Definitions The following
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Page 165 and 166: 1.6 1.5.2 pending investigation of
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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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