KPMG - IERE

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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
Page 1 and 2: Invista European Real Estate Trust
Page 3: JPMorgan Cazenove and Citigroup, ea
Page 7 and 8: The Group currently owns, and inten
Page 9 and 10: Risk Factors Investing in the Share
Page 11 and 12: If actual financial data differ fro
Page 13 and 14: assumptions or flawed assessments u
Page 15 and 16: loss of revenue, which could materi
Page 17 and 18: The Group’s performance is depend
Page 19 and 20: less than the costs of the leverage
Page 21 and 22: Future Share issues could dilute th
Page 23 and 24: The holding company structure for t
Page 25 and 26: Important Information Investment in
Page 27 and 28: investors in Germany are urged to c
Page 29 and 30: made by broker-dealers who are regi
Page 31 and 32: * the tax treatment of the Group an
Page 33 and 34: Directors and Advisers Directors To
Page 35 and 36: Part I Information on the Company I
Page 37 and 38: and expanding analysis of property
Page 39 and 40: Where properties have achieved thei
Page 41 and 42: payable. To the extent that the Net
Page 43 and 44: The Company will also publish semi-
Page 45 and 46: Part II Directors, Management & Adm
Page 47 and 48: Mark Long* - Director, Strategy, Re
Page 49 and 50: The Custodian may entrust the safek
Page 51 and 52: Part III The Offer The Offer A tota
Page 53 and 54: period of 180 days from Admission,
Page 55 and 56:
Part IV Background to the Continent
Page 57 and 58:
Continental European Listed Propert
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The 5 largest properties account fo
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10 Largest Tenants Tenant Net Annua
Page 63 and 64:
4 Purpose of the valuation report W
Page 65 and 66:
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 &
Page 71 and 72:
Page 73 and 74:
Belgian Properties C18,500,00: Prop
Page 75 and 76:
Page 77 and 78:
French Properties C22,100,000: Prop
Page 79 and 80:
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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Page 89 and 90:
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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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* a logistics property in Nanteuil,
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important to an understanding of th
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Availability of financing During th
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The Group’s diversification by ma
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higher immediately following Admiss
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At 30 September 2006 the Group had
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temporary difference is controlled
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currency swaps and foreign exchange
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(q) where voids currently exist or
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in the Group carries on a trade in
Page 125 and 126:
taxable as a corporation) organised
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PFIC - Default Excess Distribution
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these proposed Treasury Regulations
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Part XII General Information 1. Inc
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2.11 All of the Shares will be in r
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Name Current Directorships and Part
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Name Current Directorships and Part
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The general meeting of Shareholders
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(a) Shares of the Company to be red
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The Company will be bound towards t
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Every Shareholder may take part in
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which fall within the scope of the
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The Bank Facility also provides for
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performance by the Depositary of it
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The primary tasks of the Company’
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In relation to the investment restr
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doubt as to whether courts outside
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Part XIII Definitions The following
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‘‘Invista Group’’ Invista a
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‘‘uncertificated’’ or ‘
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1.6 1.5.2 pending investigation of
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transfer or other taxes due in conn
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contravention of any registration o
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Notes On How To Complete The Applic
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I I I I I I I I I I I I I I I I I I
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I I I I I I I I I I I I I I I I I I
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