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Part VI Valuation Report Invista European Real Estate Trust SICAF 25B Boulevard Royal L-2449 Luxembourg Invista Real Estate Investment Management Limited 33 Old Broad Street London EC2N 1HZ JPMorgan Cazenove Limited 20 Moorgate London EC2R 6DA Citigroup Global Markets Limited 33 Canada Square Canary Wharf London E14 5LB Dear Sirs INVISTA EUROPEAN REAL ESTATE TRUST SICAF 24 November 2006 1 Introduction In accordance with our engagement letter with Invista European Real Estate Trust SICAF (‘‘the Company’’), we, DTZ Debenham Tie Leung, Chartered Surveyors, have considered the Properties referred to in the attached schedule (the ‘‘Schedule’’), in order to advise you of our opinion of the Market Value as at 30 September 2006, of the Company’s freehold or leasehold interests (as appropriate) in each of those properties (the ‘‘Properties’’). This report is dated 24 November 2006. 2 Compliance with Appraisal and Valuation Standards We confirm that the valuations have been made in accordance with the appropriate sections of both the current Practice Statements (‘‘PS’’), and United Kingdom Practice Statements (‘‘ UKPS’’) contained within the RICS Appraisal and Valuation Standards, 5th Edition (the ‘‘Red Book’’). This is an internationally accepted basis of valuation. Each of the properties were inspected by DTZ between December 2005 and September 2006. The valuation has also been undertaken in accordance with the Listing, Prospectus and Disclosure Rules (1 July 2005) and the Commission Regulation 809/2004/EC of 29 April 2004 implementing Directive 2003/71/EC (the ‘‘Prospectus Directive Regulation’’). 3 Status of valuer and conflicts of interest We confirm that we have undertaken the valuations acting as External Valuers as defined in the Red Book, qualified for the purpose of the valuation. DTZ has an ongoing relationship with the Company and has undertaken both quarterly and end of year portfolio valuations for the Company since September 2005. DTZ has in the past provided advice on acquisitions however, we are one of a number of advisers used by the Applicant for advice on such acquisitions. You have confirmed that you are aware of this and that it does not cause a conflict. 61
4 Purpose of the valuation report We understand that this Report and Valuation (the ‘‘Valuation Report’’) is required firstly, to confirm to the directors of the Company the current Market Value of the Properties, secondly, for inclusion in a Prospectus which investors will rely on in making their decision to invest in the Company and thirdly by JPMorgan Cazenove Limited and Citigroup Global Markets Limited in relation to their obligations as Sponsor in connection with the Admission and the Offer. 5 Basis of valuation and Net Annual Rent 5.1 Market Value The value of each of the Properties has been assessed in accordance with the relevant parts of the Red Book. In particular, we have assessed Market Value in accordance with PS 3.2. Under these provisions, the term ‘‘Market Value’’ means ‘‘the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties have each acted knowledgeably, prudently and without compulsion’’. In undertaking our valuations on the basis of Market Value we have applied the interpretive commentary which has been settled by the International Valuation Standards Committee and which is included in PS 3.2. The RICS considers that the application of the Market Value definition provides the same result as Open Market Value, a basis of value supported by previous editions of the Red Book. 5.2 Net Annual Rent The Net Annual Rent for each of the Properties is referred to in the Schedule. Net Annual Rent is defined for the purposes of this transaction as ‘‘the current income or income estimated by the valuer: (i) ignoring any special receipts or deductions arising from the property; (ii) excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and (iii) after making deductions for superior rents (but not for amortisation), and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent’’. The Schedule also includes the estimated Net Annual Rent of each of the Properties. The estimated Net Annual Rent is based on the current rental value of each of the Properties. The rental value reflects the terms of the leases where the Properties, or parts thereof, are let at the date of valuation. Where the Properties, or parts thereof, are vacant at the date of valuation, the rental value reflects the rent we consider would be obtainable on an open market letting as at the date of valuation. 5.3 Taxation and costs We have not made any adjustments to reflect any liability to taxation that may arise on disposal, nor for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, or taxation allowance that may arise on disposals. We have made deductions to reflect purchasers’ acquisition costs which have been shown to vary from country to country dependent on current local market practice. The level of purchasers’ acquisition costs adopted in our valuations are outlined below. France 6.00% Germany 4.50% Spain 5.00% The Netherlands 6.20% Belgium 0.50% Czech Republic 0.00% Poland 0.00% 62
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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
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
Page 59 and 60: The 5 largest properties account fo
Page 61: 10 Largest Tenants Tenant Net Annua
Page 65 and 66: 7.3 Environmental matters We have r
Page 67 and 68: German Properties C104,700,000: Pro
Page 69 and 70: Property Sector Description, Age &
Page 73 and 74: Belgian Properties C18,500,00: Prop
Page 77 and 78: French Properties C22,100,000: Prop
Page 79 and 80: Czech Republic Properties C12,900,0
Page 81 and 82: Polish Properties A8,750,000: Prope
Page 83 and 84: 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
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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
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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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