Admission Document October 2006 2638KB

Transcription

12/10/06
23:50
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Spazio Investment N.V.
A company managed by Pirelli RE
AIM Admission Document
06lon1768_Nepal_cover
Joint Global Co-ordinators and Joint Bookrunners
Nominated Adviser
October 2006
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the
contents of this document you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises
in advising on the acquisition of shares and other securities.
This document comprises an admission document prepared in accordance with the AIM Rules. This document does not constitute a
prospectus for the purposes of the Prospectus Rules and has not been approved by or filed with the Financial Services Authority.
Spazio Investment N.V. (the ‘‘Company’’), whose registered office appears on page 12 of this document, and the directors of the
Company (‘‘Directors’’ or ‘‘Board’’), whose names are set out on page 12 of this document, accept responsibility for the information
contained in this document. To the best of the knowledge and belief of the Company and the Directors (each of whom has taken all
reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and
contains no omission likely to affect the import of such information.
Application has been made for the Ordinary Shares to be admitted to trading on AIM. The Ordinary Shares are not dealt in on any
other recognised investment exchange and no application is being or has been made for the Ordinary Shares to be admitted to any
such exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be
attached than to larger or more established companies. AIM securities are not admitted to the Official List. A prospective Investor
should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration
and, if appropriate, consultation with an independent financial adviser. London Stock Exchange PLC has not itself examined or
approved the contents of this document.
It is expected that Admission will become effective and unconditional dealings in Ordinary Shares will commence on 18 October
2006. Conditional dealings in the Ordinary Shares are expected to commence on 13 October 2006.
Investing in the Ordinary Shares involves risks. Your attention is drawn to Part I (Risk Factors) beginning on page 20 of this
document which lists certain risks that should be taken into account in considering whether or not to acquire Ordinary Shares.
SPAZIO INVESTMENT N.V.
(Incorporated in The Netherlands with registered number 34237136)
Offer of 23,962,480 Ordinary Shares of E0.20 each
at E12.5 per share
and Admission of up to 30,480,000 Ordinary Shares to trading on AIM
Joint Global Co-ordinators and Joint Bookrunners
Credit Suisse
Deutsche Bank
Nominated Adviser
Credit Suisse
Immediately following Admission, the authorised and issued share capital of the Company will be as follows:
E
10,000,000
20
Authorised
Number
50,000,000 Ordinary Shares
100 Preferred Shares
Share Capital
E
Authorised EUR 10,000,020
of which 50,000,000 Ordinary Shares and
100 Preferred Shares, all of EUR 0.20 each
Issued And Fully Paid
Number
6,096,000
20
30,480,000 Ordinary Shares
100 Preferred Shares
The 20,480,000 new Ordinary Shares to be made available for subscription and the 3,482,480 Ordinary Shares to be sold by the
Selling Shareholders pursuant to the Offer (assuming no exercise of the Over-allotment Option, if applicable) (the ‘‘Offer Shares’’)
will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the
Company and will rank pari passu in all respects with all other Ordinary Shares that will be in issue on Admission.
The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended, (the ‘‘Securities
Act’’), any state securities laws in the United States or under the applicable securities laws of Australia, Canada or Japan. Subject to
certain exceptions, the Ordinary Shares may not be offered or sold within the United States, Australia, Canada or Japan or to any
national, resident or citizen of Australia, Canada or Japan. The Ordinary Shares are being offered and sold outside the United
States in reliance on Regulation S under the Securities Act (‘‘Regulation S’’), and within the United States to persons reasonably
believed to be qualified institutional buyers as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’), in transactions exempt
from registration under the Securities Act. Prospective purchasers of Ordinary Shares in the United States are hereby notified that
sellers of the Ordinary Shares may be relying on the exemption from registration provided by Rule 144A.
The Offer Shares may not be offered or sold except in compliance with the restrictions described in paragraph 14 of Part VIII of this
document. In addition, prospective purchasers should take note that the Ordinary Shares may not be acquired by purchasers using
assets of any retirement plan or pension plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (‘‘ERISA’’) or Section 4975 of the United States Internal Revenue Code of 1986, as amended (the ‘‘Internal Revenue
Code’’). Because of this restriction, in connection with the Offer purchasers of Ordinary Shares in the United States will be deemed
to have made the representations as described in paragraph 14 of Part VIII of this admission document. Prospective purchasers are
also notified that the Company believes that it will be treated as a passive foreign investment company (a ‘‘PFIC’’) for United States
federal income tax purposes, and that the Fund should also be treated as a PFIC for United States federal income tax purposes.
The Offer is conditional, inter alia, on Admission taking place on or before 8.00 a.m. (London time) on
18 October 2006 (or such later date as the Company, the Selling Shareholders and the Joint Global
Co-ordinators may agree).
Credit Suisse and Deutsche Bank, which are both authorised and regulated in the United Kingdom by the
Financial Services Authority, are advising the Company and the Selling Shareholders and no one else in
relation to the Offer and will not be responsible to anyone other than the Company and the Selling
Shareholders for providing the protections afforded to the respective customers of Credit Suisse or
Deutsche Bank nor for providing any advice in relation to the Offer, the contents of this document or any
transaction or arrangement referred to herein.
Prospective Investors should rely only on the information contained in this admission document. No
person has been authorised to give any information or make any representations other than as contained in
this admission document and, if given or made, such information or representations must not be relied on
as having been authorised by the Company, the Selling Shareholders, Credit Suisse or Deutsche Bank.
Neither the delivery of this admission document nor any subscription or acquisition made under this
admission document shall, under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date of this admission document or that the information contained
herein is correct as at any time subsequent to its date.
Prospective Investors must not treat the contents of this admission document as advice relating to legal,
taxation, investment or any other matters. Prospective Investors must rely upon their own representatives,
including their own legal advisers, accountants and financial advisors, as to legal, tax, investment or any
other related matters concerning the Company and any proposed investment therein.
Neither the Selling Shareholders, Credit Suisse nor Deutsche Bank makes any representation (express or
implied) or accepts any responsibility whatsoever for the contents of this document. Each of the Selling
Shareholders, Credit Suisse and Deutsche Bank and their respective officers, agents and affiliates,
accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might
otherwise have in respect of this document.
In connection with the Offer, Deutsche Bank, as stabilising manager, or any of its agents, may, to the
extent permitted by applicable law, over-allot and effect transactions with a view to supporting the market
price of the Ordinary Shares at a level higher than that which might otherwise prevail in the open market.
Deutsche Bank is not required to enter into such transactions and such transactions may be effected on
AIM, any over-the-counter market or otherwise. Such stabilising measures, if commenced, may be
discontinued at any time and may commence on or after the date of the Offer Price and will end no later
than 30 days thereafter. Save as required by law or regulation, neither Deutsche Bank nor any of its agents
intends to disclose the extent of any over-allotments and/or stabilisation transactions under the Offer.
Each Selling Shareholder has granted Deutsche Bank (on behalf of the Underwriters) an option pursuant
to which Deutsche Bank may require such Selling Shareholder to sell additional Ordinary Shares on an
equal basis up to a combined maximum of 5% of the total number of Ordinary Shares in the Company
immediately following Admission at the Offer Price, provided, however, that the Over-allotment Option
shall not be exercised if the Offer Price is less than A14 and shall not be exercised to the extent that it
would result in Pirelli RE Netherlands B.V.’s holdings in the Company being reduced to below 10%. If
applicable, the Over-allotment Option will be exercisable in whole or in part at any time up to and
including 30 days after publication of the Offer Price. Any Ordinary Shares sold by the Selling
Shareholders pursuant to the exercise of this option will be sold on the same terms and conditions as the
Offer Shares and will form a single class for all purposes with the Offer Shares.
Restrictions on Sales
This admission document does not constitute, and may not be used for the purposes of, an offer to sell or
an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, any Ordinary Shares
by any person in any jurisdiction: (i) in which such offer or invitation is not authorised or permitted; (ii) in
which the person making such offer or invitation is not qualified to do so; or (iii) to any person to whom it
is unlawful to make such offer or invitation. The distribution of this admission document and the offering
of the Ordinary Shares in certain jurisdictions may be restricted. Accordingly, persons outside the United
Kingdom into whose possession this document comes are required by the Company, the Selling
Shareholders, Credit Suisse and Deutsche Bank to inform themselves about and to observe any restrictions
as to the offer or sale of Ordinary Shares and the distribution of this document under the laws and
regulations of any territory in connection with any applications for Ordinary Shares, including obtaining
any requisite governmental or other consent and observing any other formality prescribed in such territory.
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In particular, Italian residents that are Non-Qualifying Shareholders (as defined in Part I) are not
permitted to participate in the Offer. No action has been taken or will be taken in any jurisdiction by the
Company, the Selling Shareholders, Credit Suisse or Deutsche Bank that would permit a public offering of
the Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action
been taken with respect to the possession or distribution of this document.
The Ordinary Shares are subject to certain restrictions on transfer, and may not be reoffered, resold,
pledged or otherwise transferred except as permitted by the Articles and as provided in this admission
document. More particularly, if an Ordinary Share is acquired or held by or on behalf of any person
resident in Italy or any legal entity whose registered office is in Italy that is a Non-Qualifying Shareholder
(as defined in the Articles), the voting rights attaching to such Ordinary Share shall be suspended and the
holder of such Ordinary Share can be required by the Board of directors of the Company to sell and
transfer the relevant Ordinary Share to a designated transferee in accordance with the provisions of the
Articles. Similar restrictions and compulsory transfer provisions apply to Depository Interests held by
persons who would be Non-Qualifying Shareholders if they held Ordinary Shares directly.
Notice in Connection with the United States, Australia, Canada and Japan
This document is not, save in certain limited circumstances pursuant to applicable private placement
exemptions, for distribution in or into the United States, Australia, Canada or Japan. The Ordinary Shares
have not been and will not be registered under the Securities Act or with any securities regulatory authority
of any state or other jurisdiction in the United States, and may not be offered, sold, pledged or otherwise
transferred within the United States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in compliance with any applicable state
securities laws. The Ordinary Shares are being offered and sold outside the United States in reliance on
Regulation S and within the United States to persons reasonably believed to be qualified institutional
buyers as defined in Rule 144A. The Ordinary Shares have not been and will not be registered or qualified
for distribution under the applicable securities laws of Australia, Canada or Japan. The Ordinary Shares
may not be offered for sale or subscription or sold or subscribed directly or indirectly in Australia, Canada
or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or
Japan.
The offer and sale of the Ordinary Shares and distribution of this document are subject to the restrictions
set out in Part V and paragraph 14 of Part VIII of this document. Notwithstanding anything to the contrary
herein, except as necessary to comply with securities laws, each prospective Investor (and each of their
respective employees, representatives or other agents) may disclose to any and all persons, without
limitation of any kind, the US tax treatment and US tax structure of the transactions described herein and
all materials of any kind (including opinions or other tax analyses) that are provided to them relating to
such US tax treatment and US tax structure under applicable US federal, state or local tax law. Any such
disclosure of the tax treatment, tax structure and other tax-related materials shall not be made for the
purpose of offering to sell the Ordinary Shares offered hereby or soliciting an offer to purchase any such
Ordinary Shares.
No purchase, sale or transfer of any Ordinary Shares may be made by any ‘‘Plan’’ (as defined below) or any
person investing ‘‘plan assets’’ unless such purchase, sale or transfer will not result in assets of the
Company constituting ‘‘Plan assets’’ within the meaning of ERISA that are subject to Title I of ERISA or
Section 4975 of the Internal Revenue Code. Accordingly, investors using assets of retirement plans or
benefit plans that are subject to ERISA or Section 4975 of the Internal Revenue Code or of an entity
whose assets are deemed to be Plan assets by reason of U.S. Department of Labor Regulation
29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA (including, as applicable, assets of an
insurance company general account), will not be permitted to acquire the Ordinary Shares, and any such
investor will be required to represent or will, by its acquisition or holding of an Ordinary Share be deemed
to have represented, that it is not a ‘‘benefit plan investor’’ within the meaning of ERISA that is using
assets of a Plan or other entity that is subject to ERISA or Section 4975 of the Internal Revenue Code. Any
purported purchase or transfer of an Ordinary Share that would cause the Company’s assets to be deemed
to be ‘‘Plan assets’’ under ERISA that are subject to Title I of ERISA or Section 4975 of the Internal
Revenue Code, or otherwise does not comply with the foregoing, is subject to restrictions as provided in
the Company’s Articles of Association and this document. See ‘‘ERISA Considerations’’ in
paragraph 14.1.2 of Part VIII of this document.
Prospective Investors are also notified that the Company believes that it will be treated as a PFIC for
United States federal income tax purposes, and that the Fund should also be treated as a PFIC for
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United States federal income tax purposes. The Company generally intends to, upon request, make
available (and the Company has been advised that the Fund generally intends to make available upon
request) to holders of Ordinary Shares that are United States Persons (as defined in paragraph 8.2 of
Part VIII of this document) the annual statement currently required by the United States Internal Revenue
Service (‘‘Internal Revenue Service’’) to be used by such United States Persons for purposes of complying
with the reporting requirements applicable to United States Persons making a Qualified Electing Fund
election. However, no assurances can be given that such statement will be available. See Part I of this
document entitled ‘‘Risk Factors’’ and paragraph 8.2.1 of Part VIII of this document under the heading
‘‘Passive Foreign Investment Company Treatment.’’ The United States federal tax discussion contained in
this admission document (including in paragraph 8.2 of Part VIII of this document) was written to support
the promotion or marketing of the transaction described herein and is not intended or written to be used,
and cannot be used, by any person for the purpose of avoiding any penalties that may be imposed on the
taxpayer. Prospective Investors should seek advice from their own independent tax advisors concerning the
United States federal, state, local and non-US tax consequences of an investment in the Company based on
their particular circumstances.
The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange
Commission (the ‘‘SEC’’), any state securities commission in the United States or any other regulatory
authority in the United States, nor have any of the foregoing authorities passed on or endorsed the merits of
the Offer or the accuracy or adequacy of the information contained in this admission document. Any
representation to the contrary is a criminal offence in the United States.
Notice to New Hampshire Residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
(‘‘RSA 421-B’’) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
Notice to Prospective Investors in the United Kingdom
This document is only being distributed to, and is only directed at, persons in the United Kingdom that are
qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also
(i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the ‘‘Order’’); or (ii) high net worth entities or other persons falling
within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as ‘‘relevant
persons’’). This document and its contents are confidential and should not be distributed, published or
reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom.
Any person in the United Kingdom that is not a relevant person should not act or rely on this document or
any of its contents.
Notice to Prospective Investors in The Netherlands
The Ordinary Shares can only be offered in The Netherlands without the publication, approval or
notification of a prospectus in relation to the Ordinary Shares if an exemption applies. In the case of the
offering of the Ordinary Shares in or from The Netherlands, an exemption applies in view of the fact that
the Ordinary Shares will only be offered to professional market parties within the meaning of section 1a
paragraph 3 of the Exemption Regulation to the Act on the Supervision of Securities Transactions 1995
(Vrijstellingsregeling Wet toezicht effectenverkeer 1995) and Section 1 of the Exemption Regulations to the
Investment Institutions Supervision Act (Vrijstellingsregeling Wet toezicht beleggingsinstellingen).
Notice to Prospective Investors in Italy
The offering of the Ordinary Shares has not been registered with the Commissione Nazionale per le
Società e la Borsa (‘‘CONSOB’’), the public authority responsible for regulating the Italian securities
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market, nor with the Bank of Italy pursuant to Italian securities legislation and, accordingly, no Ordinary
Shares may be offered, sold or delivered, nor may copies of this admission document or of any other
document relating to the Ordinary Shares be distributed in the Republic of Italy other than to entities
belonging to one of the following categories of ‘‘Qualified Investors’’ among those defined in Article 25
and 31, paragraph 2, of CONSOB Regulation No. 11522/1998 as amended (the ‘‘Italian Qualified
Investors’’):
(a) investment firms, banks, stockbrokers, asset management companies (Società di Gestione del
Risparmio), variable capital investment companies (Società di Investimento a Capitale Variabile),
pension funds, insurance companies, financial companies heading banking groups and companies
and entities registered in the lists referred to in Articles 106, 107 and 113 of Italian Legislative
Decree no. 385 of 1 September 1993, as subsequently amended (Consolidated Banking Act);
(b) foreign entities authorised to carry out, by virtue of regulations in force in their countries of
origin, the activities carried out by the persons described in (a) above;
(c) Italian banking foundations (fondazioni bancarie); and
(d) legal persons and other entities possessing specific expertise and experience in transactions
involving financial instruments expressly declared in writing by the legal representative of the
legal person or entity.
Any person resident in Italy or any legal entity whose registered office is in Italy that is a Non-Qualifying
Shareholder (as defined in Part I) cannot invest in the Ordinary Shares.
If an Ordinary Share is acquired or held by or on behalf of a Non-Qualifying Shareholder, the voting rights
attaching to that Ordinary Share shall be suspended and the holder of that Ordinary Share shall have no
right to attend (whether in person or by proxy) any general meetings of the Company and can be required
by the board of directors of the Company to sell and transfer the relevant Ordinary Share to a designated
transferee in accordance with the provisions of the Articles. Similar restrictions and compulsory transfer
provisions apply to Depository Interests held by persons who would be Non-Qualifying Shareholders if
they held Ordinary Shares directly.
Notice to Prospective Investors in France
This document is for information purposes only and does not constitute an offer or invitation for any
investment or subscription for the Ordinary Shares in France. Any person who is in possession of this
document is hereby notified that no action has been or will be taken that would allow an offering of
Ordinary Shares in France and neither this document nor any offering material relating to the Shares has
been submitted to the Autorité des Marchés Financiers for prior review or approval. Accordingly, the
Ordinary Shares may not be offered, sold, transferred or delivered and neither this document nor any
offering material relating to the Ordinary Shares may be distributed or made available (in whole or in part)
in France, directly or indirectly, except as permitted by French law and regulation.
Notice to Prospective Investors in Germany
The Company is not licensed under the German Investment Act (Investmentgesetz). The Ordinary Shares
that are the subject of this document are neither registered for public distribution with the Federal
Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—‘‘BaFin’’) according to
the German Investment Act nor listed on a German exchange. No prospectus pursuant to the German
Securities Prospectus Act (Wertpapierprospektgesetz) or the German Sales Prospectus Act
(Verkaufsprospektgesetz) or the German Investment Act has been filed with the BaFin. The Ordinary
Shares are not being offered on the basis of this admission document in Germany.
Notice to Prospective Investors in The Kingdom of Bahrain
No offer to purchase the Shares is being made to the public in The Kingdom of Bahrain. This document is
intended to be read by the addressee only and is not to be passed to, shown to, or made available to the
public generally.
Notice to Prospective Investors in Switzerland
The Company and the Offering, respectively, are not licensed or supervised by the Swiss Federal Banking
Commission. In Switzerland, the Offering is only made on a non-public basis in accordance with the
Circular 03/1 of the Swiss Federal Banking Commission on Public Advertisements pursuant to Swiss
Investment Fund Laws, of March 28, 2003, as amended, and from January 1, 2007, in accordance with the
private placement exemptions set forth by the Swiss Federal Act on Collective Investments of June 23,
2006, and its ordinance.
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Notice to Prospective Investors in the United Arab Emirates
The Shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United
Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the
laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue,
offering and sale of securities. Further, this document does not constitute a public offer of securities in the
United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a
public offer. This document has not been approved by or filed with the Central Bank of the United Arab
Emirates, the Emirates Securities and Commodities Authority or the Dubai Financial Services Authority.
Notice to Prospective Investors in the European Economic Area
In relation to each member state of the European Economic Area that has implemented the Prospectus
Directive (each, a ‘‘relevant member state’’) an offer to the public of the Ordinary Shares may not be made
in that relevant member state, except that an offer to the public in that relevant member state of any
Ordinary Shares may be made at any time under the following exemptions under the Prospectus Directive,
if they have been implemented in that relevant member state:
• to legal entities that are authorised or regulated to operate in the financial markets or, if not so
authorised or regulated, whose corporate purpose is solely to invest in securities; or
• to any legal entity that has two or more of (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than A43 million and (3) an annual net turnover of
more than A50 million, as shown in its last annual or consolidated accounts; or
• in any other circumstances that do not require the publication of a prospectus pursuant to Article 3
of the Prospectus Directive.
Each subscriber for or purchaser of Ordinary Shares described in this document located within a relevant
member state will be deemed to have represented, acknowledged and agreed that it is a ‘‘qualified
investor’’ within the meaning of Article 2(1)(e) of the Prospectus Directive.
For the purposes of this provision, the expression an ‘‘offer to the public’’ in relation to any Ordinary
Shares in any relevant member state means the communication in any form and by any means of sufficient
information on the terms of the Offer and the Ordinary Shares to be offered so as to enable an Investor to
decide to purchase or subscribe for the Ordinary Shares, as the same may be varied in that member state
by any measure implementing the Prospectus Directive in that member state, and the expression
‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in
each relevant member state.
Available Information
The Company has agreed that, for so long as any Offer Shares are ‘‘restricted securities’’ within the
meaning of Rule 144(a)(3) under the Securities Act, it will, during any period in which it is neither subject
to Section 13 or 15(d) under the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’), nor exempt from
reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, provide to any holder or
beneficial owner of such Offer Shares or to any prospective purchaser of such Offer Shares designated by
such holder or beneficial owner, on the request of such holder, beneficial owner or prospective purchaser,
the information required to be provided by Rule 144A(d)(4) under the Securities Act.
Forward Looking Statements
Many of the statements included in this admission document, as well as oral statements that may be made
by the Company or by officers, directors or employees acting on behalf of the Company, constitute or are
based on forward looking statements. All statements, other than statements of historical facts, including,
among others, statements regarding the Company’s or the Fund’s future financial position and plans,
strategies, objectives, capital expenditures, annualised financial information, and financing plans, as well as
projected levels of growth in the Italian real estate market, are forward looking statements. Forward
looking statements can generally be identified by the use of terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’
‘‘expect,’’ ‘‘envisage,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘project,’’ ‘‘estimate,’’ ‘‘anticipate,’’ ‘‘believe,’’ ‘‘hope,’’ ‘‘can,’’ ‘‘is
designed to’’ or similar phrases, although the absence of such words does not necessarily mean that a
statement is not forward looking.
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These forward looking statements involve a number of known and unknown risks, uncertainties and other
factors that could cause the Company’s or the Fund’s actual results and outcomes to be materially different
from historical results or from any future results expressed or implied by such forward looking statements.
Among the factors that could cause the Company’s actual results or outcomes to differ materially from its
expectations are those risks identified in this admission document (see Part I), and other matters not yet
known or not currently considered material by the Company.
Undue reliance should not be placed on these forward looking statements. All written and oral forward
looking statements attributable to the Company, the Fund or persons acting on their respective behalf, are
qualified in their entirety by these cautionary statements. Moreover, unless the Company is required by law
to update these statements, it will not necessarily update any of these statements after the date of this
admission document, either to conform them to actual results or to changes in its expectations.
Market and Industry Data and Forecasts
This document includes market and industry data and forecasts that have been obtained from independent
consultant reports, publicly available information, various industry publications, other published industry
sources and the Company’s internal data and estimates. Although the Company has no reason to believe
that the independent consultant reports, industry publications and other published industry sources are not
reliable, it has not independently verified the data contained therein. The Company’s internal data,
estimates and forecasts are based upon information obtained from third parties, including trade and
business organisations and other contacts in the markets in which it operates and its understanding of
industry conditions. Although the Company believes that such information is reliable, it has not had such
information verified by any independent sources.
Presentation of Financial Information
The financial information in this document has been prepared in accordance with IFRS as endorsed by the
European Union, a body of accounting principles that may differ materially from US GAAP. The Company
has not quantified the impact of these differences. In making an investment decision, prospective Investors
must rely on their own examination of the Company, the terms of the Offer and the financial information
in this document. Prospective Investors should consult their own professional advisers for an
understanding of the difference between IFRS and US GAAP.
Service of Process and Enforcement of Civil Liabilities
The Company is incorporated in The Netherlands and the majority of its Directors are residents of
jurisdictions outside the United Kingdom and the United States. In addition, all of the assets of the Fund,
as of the date of Admission, are located in Italy. As a result, it may not be possible for Investors to effect
service of legal process within the United Kingdom, the United States or elsewhere outside of The
Netherlands upon the Company and the Directors, including with respect to matters arising under UK and
US securities laws. Moreover, it may not be possible for Investors to enforce against the Company or its
Directors, judgments obtained in courts outside The Netherlands, including those based on securities laws
of the UK, the US and other countries. The United States and The Netherlands do not currently have a
treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters.
Accordingly, there is doubt as to enforceability in The Netherlands of judgments of US courts of liabilities
predicated upon the US securities laws.
References to Defined Terms
Certain terms used in this document, including capitalised terms and certain technical and other terms are
explained in the section entitled ‘‘Definitions’’ commencing on page 296.
All references to ‘‘A’’, ‘‘Euro’’ or ‘‘EUR’’ are to the lawful single currency of member states of the
European Community that adopt or have adopted the Euro as their currency in accordance with the
legislation of the European Union relating to European Monetary Union.
All references to ‘‘£’’, ‘‘GBP’’ or ‘‘pound sterling’’ are to the lawful currency of the United Kingdom. All
references to ‘‘$’’, ‘‘US$’’ or ‘‘US dollars’’ are to the lawful currency of the United States.
All references to the ‘‘CBRE Valuation Report’’ are to the valuation report of CB Richard Ellis
Professional Services S.p.A. (‘‘CBRE’’) included in Part X of this admission document, and all references
7
to ‘‘market value’’ or valuations of the properties in the Portfolio by CBRE are to the open market value of
the relevant real estate asset as of 30 June 2006 as provided in the CBRE Valuation Report.
All references to ‘‘annual passing rent’’ are to the annual gross rent of the relevant real estate asset,
calculated by reference to the gross rent for the applicable quarterly or monthly period ended 30 June 2006
invoiced or to be invoiced for such asset, in each case calculated on an annualised basis. ‘‘Annual passing
rent’’ does not take into account any related expenditure, including, amongst other things, insurance
expense, taxes, finance expenses, bad debts or other operating expenses. ‘‘Annual passing rent’’ is
provided for illustrative purposes only and is not a guarantee as to what the Fund’s future rental revenue or
earnings will actually be. Among other factors, the termination of leases, the Company’s inability to renew
leases or replace existing customers on comparable terms, changes in economic conditions and other
factors described in the risk factors in Part I of this document may affect the Company’s annualised rental
numbers in the future. Furthermore, ‘‘annual passing rent’’ has not been subject to an audit or independent
financial review and PricewaterhouseCoopers S.p.A. and CBRE have not examined, compiled or otherwise
applied procedures to this information. See ‘‘Risk Factors—Risks Relating to the Offer and the Ordinary
Shares’’ included in Part I of this admission document.
References to measurements of area in this document are determined as follows:
• all references to ‘‘surface area’’ are (i) for income producing and conversion assets, the total gross
built surface area of all the floors of a building, calculated based on the building licence for such
building and (ii) for development projects, the maximum permitted buildable surface area of all the
floors of a potential building, as specified in the applicable building licence for the project, except
for Eastgate Park, in which case ‘‘surface area’’ means the total coverable ground level surface area
on which a structure is permitted to be built, and does not include any additional surface area for
mezzanine or upper floor levels; and
• all references to ‘‘land area’’ are to the total area of the land of the relevant asset as specified in the
relevant title documentation.
Surface areas have not been subject to independent review.
Access to Information
Copies of this document, which is dated 13 October 2006, will be available free of charge to the public
during normal business hours on any weekday (except Saturdays, Sundays and public holidays in
The Netherlands and/or the United Kingdom, as applicable) from the registered office of the Company
and from the offices of Credit Suisse Securities (Europe) Limited, One Cabot Square, Canary Wharf,
London E14 4QJ, United Kingdom and Deutsche Bank AG, London Branch, Winchester House, 1 Great
Winchester Street, London EC2N 2DB, United Kingdom on the date of Admission and for not less than
one month thereafter.
8
CONTENTS
Page
OFFER STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
EXPECTED TIMETABLE OF PRINCIPAL EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
DIRECTORS, OFFICERS AND ADVISERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
KEY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
PART I
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
PART II
INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
PART III
CORPORATE STRUCTURE AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . .
57
PART IV
PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
PART V
THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
PART VI
HISTORICAL COMBINED FINANCIAL INFORMATION OF THE GROUP . .
88
PART VII
PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
PART VIII
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
PART IX
SUMMARY OF APPLICABLE DUTCH COMPANY LAW . . . . . . . . . . . . . . . . .
163
PART X
VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
298
9
OFFER STATISTICS
Offer Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A12.5
Minimum amount for subscription or purchase of Ordinary Shares . . . . . . . . . . . .
A50,000
Number of Ordinary Shares in issue at the date of this document . . . . . . . . . . . . .
10,000,000
Number of new Ordinary Shares being issued by the Company in the Offer . . . . . .
20,480,000
Number of Ordinary Shares being sold by Moabar B.V. in the Offer(1) . . . . . . . . . .
3,482,480
Number of Ordinary Shares subject to the Over-allotment Option . . . . . . . . . . . . .
0
Number of Ordinary Shares in issue immediately following Admission . . . . . . . . . .
30,480,000
Market capitalisation of the Company immediately following Admission . . . . . . . . .
A381,000,000
Gross proceeds of the Offer receivable by the Company . . . . . . . . . . . . . . . . . . . . .
A256,000,000
....................
A43,531,000
Estimated net expenses/fees to be paid by the Company(2) . . . . . . . . . . . . . . . . . . .
A13,460,000
(1)
Gross proceeds of the Offer receivable by Moabar B.V.
(3)
Net asset value per Ordinary Share
..................................
A13.90
(1) Assumes no exercise of the Over-allotment Option, if applicable.
(2) Includes the underwriting commission and other fees and expenses of the Offer payable by the Company.
(3) The net asset value of the assets of the Company and the Fund has not been calculated on the basis of an audit and has not been
subject to any independent review.
10
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of Offer Price and allocations . . . . . . . . . . . . . . . . . . .
8.00 a.m. on 13 October 2006
Publication of this document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13 October 2006
Expected date of commencement of conditional dealings . . . . . . . . . . .
8.00 a.m. on 13 October 2006
Expected date of Admission and commencement of unconditional
dealings in the Offer Shares on AIM . . . . . . . . . . . . . . . . . . . . . . . . .
8.00 a.m. on 18 October 2006
CREST accounts credited with Depository Interests . . . . . . . . . . . . . .
18 October 2006
Notes:
(i)
Each of the times and dates in the above timetable is subject to change without further notice.
References to times are to London times. Temporary documents of title will not be issued.
(ii)
It should be noted that if Admission does not occur, all conditional dealings will be of no effect
and any such dealings will be at the sole risk of the parties concerned.
11
DIRECTORS, OFFICERS AND ADVISERS
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
John Duggan (Chairman)
Roy Dantzic
Olivier de Poulpiquet
Richard Mully
Gualtiero Tamburini
Registered Office . . . . . . . . . . . . . . . . . . . . . . . .
Herengracht 208
1016 BS Amsterdam
The Netherlands
Post-Admission:
Naritaweg 165
Telestone 8
1043 BW Amsterdam,
The Netherlands
Joint Global Co-Ordinators and Joint
Bookrunners . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit Suisse Securities (Europe) Limited
One Cabot Square
Canary Wharf
London E14 4QJ
United Kingdom
and
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Nominated Adviser . . . . . . . . . . . . . . . . . . . . . . .
One Cabot Square
Canary Wharf
London E14 4QJ
United Kingdom
Fund Manager . . . . . . . . . . . . . . . . . . . . . . . . . .
Pirelli & C. Real Estate Società di Gestione del
Risparmio S.p.A.
Via G. Negri, 10
20123 Milan
Italy
Corporate Manager . . . . . . . . . . . . . . . . . . . . . .
Pirelli RE Netherlands B.V.
Naritaweg 165
Telestone 8
1043 BW Amsterdam,
The Netherlands
Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capita IRG (Offshore) Ltd
Victoria Chambers
Liberation Square
1/3 The Esplanade
St. Helier, Jersey
Property Valuer . . . . . . . . . . . . . . . . . . . . . . . . .
CB Richard Ellis Professional Services S.p.A.
Via del Lauro 517
20121 Milan
Italy
12
Reporting Accountants . . . . . . . . . . . . . . . . . . . .
PricewaterhouseCoopers S.p.A.
Via Monterosa, 91
20149 Milan
Italy
Legal Advisers to the Company as to English, US
and Certain Matters of Italian Law . . . . . . . . . . .
Paul, Hastings, Janofsky & Walker (Europe) LLP
88 Wood Street
London EC2V 7AJ
United Kingdom
and
Via Palestro, 24
20122 Milan
Italy
Legal Advisers to the Company as to Certain
Matters of Italian Law . . . . . . . . . . . . . . . . . . . .
Bonelli Erede Pappalardo
Via Barozzi, 1
20122 Milan
Italy
and
Studio Legale Carbonetti
Via Antonelli 41
00198 Rome
Italy
Legal Advisers to the Company as to Dutch Law .
Loyens & Loeff N.V.
Weena 690
3000 CN Rotterdam
The Netherlands
Tax Advisers to the Company as to Italian Law . .
Maisto e Associati
Piazza Meda 5
20121 Milan
Italy
Legal Advisers to the Joint Global Co-Ordinators
as to English, US and Dutch Law . . . . . . . . . . . .
Allen & Overy LLP
One New Change
London EC4M 9QQ
United Kingdom
Legal Advisers to the Joint Global Co-Ordinators
as to Italian Law . . . . . . . . . . . . . . . . . . . . . . . .
Allen & Overy
Studio Legale Associato
Via Manzoni, 41
20121 Milan
Italy
13
KEY INFORMATION
The information below is extracted from and should be read in conjunction with the full text of this
document. Prospective Investors should read the whole of this document, including the risk factors set out
in Part I, and the financial statements included in Part VI (‘‘Historical Combined Financial Information of
the Group’’) and pro forma financial information included in Part VII (‘‘Pro Forma Financial
Information’’) and should not rely solely on the following summarised information.
1.
OVERVIEW
The Company
Spazio Investment N.V. (the ‘‘Company’’), incorporated on 22 November 2005, is a Dutch holding
company whose business is to participate in, manage and supervise real estate businesses and companies
and invest in units of real estate funds. The Company is, prior to giving effect to this Offer, indirectly
owned by Pirelli & C. Real Estate S.p.A. (‘‘Pirelli RE’’) and Cypress Grove International. E L.P. and
Cypress Grove International. D L.P. (together ‘‘Cypress Grove’’) who, together with their affiliates, have
built a leading Italian industrial real estate platform combining income producing assets and significant
development opportunities.
The Company is externally managed by Pirelli RE Netherlands B.V. (the ‘‘Corporate Manager’’), which is
a wholly-owned subsidiary of Pirelli RE, the largest listed real estate company in Italy based on market
capitalisation at the date of this admission document. The Company will have an experienced Board of five
directors, chaired by John Duggan, three of whom are independent.
Initially, the Company’s only asset will be its direct 100% ownership of the Units of an Italian closed-end
real estate fund authorised and regulated by the Bank of Italy (the ‘‘Fund’’) and managed, as of Admission,
by Pirelli & C. Real Estate Società di Gestione del Risparmio S.p.A. (‘‘Pirelli RE SGR’’ or the ‘‘Fund
Manager’’), a wholly owned subsidiary of Pirelli RE.
The Company will monitor the performance of the Fund Manager in executing the investment strategy as
described in Part II and in managing the Fund’s investment and development properties and will approve
the acquisition, redevelopment or disposal of individual properties or portfolios.
The Fund
The Fund invests in the Italian industrial real estate market, with a particular focus on the light industrial
and logistics sectors, through the acquisition of real estate portfolios as well as the construction,
development and redevelopment of real estate assets.
At Admission, the Fund will own a portfolio of 424 properties (the ‘‘Initial Portfolio’’). In addition, the
Fund Manager, on behalf of the Fund, has entered into a binding agreement, subject to Admission, to
acquire 25 real estate assets (the ‘‘Additional Portfolio’’, and together with the Initial Portfolio, the
‘‘Portfolio’’) for A205.2 million from affiliated entities of the Company’s current shareholders. These assets
are also currently managed by Pirelli RE and certain of its specialised real estate service company
subsidiaries. A majority of the Portfolio will consist of income producing and conversion properties, as
described in paragraph 1 of Part IV of this admission document, with long term quality tenants and with
two properties being well positioned development projects.
2.
COMPETITIVE STRENGTHS
The Company believes that it is well positioned to take advantage of its principal competitive strengths,
including:
• One of the largest portfolios in the Italian industrial real estate sector with a large proportion of
long term high quality tenants, an attractive asset base that provides a stable source of rental
revenues and potential upside through refurbishment, redevelopment or reconversion opportunities
at the end of the lease period.
• Pirelli RE, the parent company of the Fund Manager and the Corporate Manager, is, at the date of
this admission document, the largest real estate company in Italy based on market capitalisation
with a proven track record in managing Italian real estate funds.
• The Fund Manager has significant local market knowledge and access to future opportunities.
14
• The Fund is managed by an experienced management team.
• The incentive arrangement in favour of Pirelli RE Netherlands B.V. will align the interests of Pirelli
RE and its subsidiaries (‘‘Pirelli RE Group’’) with those of the holders of Ordinary Shares (the
‘‘Shareholders’’).
3.
INVESTMENT STRATEGY
The key elements of the Company’s investment strategy include:
• Enhance rental and capital growth through active portfolio management of the Fund’s income
producing assets, including by way of refurbishment, redevelopment or reconversion activities at the
end of the lease period.
• Achieve value-added capital appreciation by pursuing selected development opportunities in the
Italian light industrial and logistics real estate sector.
• Pursue a disciplined acquisition strategy focused on income producing properties in the Italian light
industrial and logistics real estate sector.
• Maintain a strong balance sheet through the use of appropriate financing strategies and debt levels.
4.
PORTFOLIO
The real estate assets included in the Portfolio are all located in Italy and, in the majority, consist of
income producing rental properties with long term quality tenants. The Portfolio also includes conversion
properties and two well positioned development projects.
The Fund’s Initial Portfolio consists of 423 income producing real estate assets with an annual passing rent
as of 30 June 2006 of approximately A28.2 million comprising approximately 646,000 sqm of surface area
and Eastgate Park, a development project, comprising approximately 381,000 sqm of surface area. The
total 424 real estate assets were valued as of 30 June 2006 at A473.7 million based on the CBRE Valuation
Report.
The Fund Manager, on behalf of the Fund, has entered into a binding agreement, subject to Admission, for
the acquisition of the Additional Portfolio, which consists of 25 properties, comprising approximately
246,500 sqm of surface area, for a purchase price of approximately A205.2 million. The Additional Portfolio
with annual passing rent of approximately A12.6 million was valued as of 30 June 2006 at approximately
A205.2 million based on the CBRE Valuation Report.
5.
USE OF PROCEEDS AND FINANCING
The Company expects the net proceeds from this Offer payable to the Company, after deducting
underwriting commissions and estimated offering expenses, to be approximately A242.5 million. The net
proceeds, together with the resources available to the Fund under its new borrowing facilities, as described
in paragraph 8 of Part II (the ‘‘New Medium Term Facilities’’), will be used to finance the acquisition by
the Fund of the Additional Portfolio, to refinance and pay down existing debt and financing costs on the
Portfolio, to finance capital expenditures and the completion of the Fund’s development projects, to make
further acquisitions by the Fund in the near term and for general corporate purposes.
6.
DIVIDENDS AND DIVIDEND POLICY
The Company expects to pay dividends twice yearly, once on an interim and once on a final basis,
representing in the aggregate 100% of the profits available for distribution to the extent permitted by
Dutch law in any given year. There can be no guarantee as to the amount of any dividend payable by the
Company. To the extent that opportunities exist that the Company believes are consistent with its
investment criteria, it may reinvest any proceeds received, net of any gains, following the sale of assets held
by the Company or the Fund. It is expected that the first dividend distribution will take place on or around
April 2007 on the basis of the results as of 31 December 2006 (subject to profits being available for
distribution).
15
7.
RISK FACTORS
Risk relating to the Company
• The Company was recently formed and there can be no assurance that it will achieve its investment
objectives or be able to pay dividends and the value of the Ordinary Shares could decline, perhaps
substantially.
• An investment in the Company is not a direct investment in the Fund, which is managed by the
Fund Manager pursuant to very broad investment guidelines. The Company and its representatives
on the Fund Advisory Committee do not control the day-to-day decisions, management and
operations of the Fund.
• The Company is not prohibited from engaging in other activities outside of the Fund or outside
Italy or from selling interests in the Fund.
• The compensation structure of the Fund Manager and the Corporate Manager may encourage the
Fund Manager to seek to invest in higher priced acquisitions.
• The incentive arrangement to which Pirelli RE Netherlands B.V. is entitled may encourage the
Fund Manager to seek to invest in riskier investments.
• The Company may be unable to meet its dividend payment objectives.
• The Corporate Manager is a newly established company and, initially, may not be fully equipped to
provide the Company with the necessary services.
• Changes in tax laws or their interpretation could affect the Company’s financial condition or
prospects and the level of dividends that the Company is able to pay.
• Changes to the tax residency of the Company could adversely affect the Company’s financial and
operating results.
Risks relating to the Fund and its Business
• The Fund’s real estate investments are currently located only in Italy and are concentrated in the
light industrial and logistics real estate sectors, making the Fund, and accordingly the Company,
more vulnerable to the performance of the Italian real estate market and economy and to cyclical or
sustained downturns in the light industrial and logistics sectors.
• Tenant concentration risk and tenant credit status risk may adversely affect the Fund and,
accordingly, the Company.
• There are potential conflicts of interest between Pirelli RE and its affiliates and the Fund and the
Company resulting from common ownership interests and directorships with Telecom Italia, the
Fund’s largest tenant.
• A majority of the Fund’s properties in the Telecom Italia portfolio are designed for specific use in
the telecommunications industry. If the Fund were to lose Telecom Italia as a tenant, it may be
difficult or impossible to find another tenant able to lease these properties for this use and the Fund
may be unable to convert these properties to another profitable use.
• The Fund may be subject to increases in operating and other expenses and a mismatch between
revenues and required expenditures, which could have an adverse effect on the profitability and
cashflows of the Fund and, accordingly, the Company and the Company’s ability to make
distributions to its Shareholders.
• Increases in local property taxes may have a negative impact on the profitability and financial
condition of the Fund and, accordingly, the Company.
• The Fund may be subject to disputes or litigation following the disposal of investments in
properties.
• The Fund could incur costs bringing its properties into compliance with applicable Italian laws and
regulations, including zoning, building, fire prevention, environmental and health and safety
regulations.
16
• The Fund Manager may not be successful in obtaining approval to re-zone or in completing the
construction and subsequent sale or lease of its conversion properties and development projects, on
schedule or within budget.
Risks relating to the Fund Manager and Pirelli RE Group
• The Fund’s performance is dependent on the Fund Manager.
• Pirelli RE Group, the Fund Manager and their affiliates are not prohibited from investing directly
in assets or development projects outside the Fund in the light industrial and logistics real estate
sectors if the Fund declines an investment opportunity pursuant to the arrangement described in
paragraph 4.2 of Part III of this admission document or if a member of Pirelli RE Group no longer
acts as Fund Manager and, as a result, conflicts of interest could arise.
• Personnel of the Fund Manager are not precluded from spending a portion of their time involved in
the management of other funds managed by Pirelli RE Group, which could have an adverse affect
on the Fund.
• The Fund Manager’s investment strategies may not achieve the Fund’s investment objectives.
• The ability of the Fund Manager to generate desired returns on behalf of the Fund and, accordingly,
the Company, will also depend on its ability to identify, evaluate and acquire suitable properties, to
lease the Fund’s properties to appropriate tenants on satisfactory terms and to dispose of properties
on profitable terms.
• The Fund’s performance is dependent on certain key personnel of the Fund Manager and the loss
of one or more of these individuals could adversely affect the Fund Manager’s ability to manage the
Fund and have a negative impact on the growth, results of operations and financial condition of the
Fund and, accordingly, the Company.
Risks relating to the Company’s Governance and significant indirect shareholders
• The Company’s existing indirect shareholders will continue to have significant influence over the
Company after the Offer.
• The Fund and the Company have entered into a number of related party transactions with affiliates
of the Company’s significant indirect shareholders and may do so in the future, possibly on terms
that other Shareholders may not consider to be in their best interests.
Risks relating to investing in real estate
• Property valuation is inherently subjective and uncertain.
• Real estate investments are relatively illiquid.
• The Company and the Fund may suffer material losses in excess of insurance proceeds.
• The Company and the Fund may incur environmental liabilities.
Risks relating to Borrowings
• The Company may borrow, and the Fund intends to borrow, to finance future growth; the
borrowings of the Fund will not in the aggregate exceed the sum of 60% of the value of its real
estate properties and 20% of the value of its other assets; the consolidated borrowings of the
Company may not exceed 90% of the value of the aggregate consolidated assets of the Company
and its subsidiaries.
• The structure and specific provisions of any financing arrangements could give rise to additional
risks of default and the inability to refinance existing debt and the Company and the Fund could be
forced to sell their properties.
• The Company and the Fund may be subject to risks associated with increasing interest rates.
Risks relating to financial and other information
• This admission document includes financial statements and financial information for Investors to
evaluate when making their decision whether to invest in the Ordinary Shares.
17
• The Historical Combined Financial Information, Pro Forma Financial Information and annualised
financial information included herein (including, without limitation, annual passing rent and
property tax) have not been prepared in accordance with published guidelines of the US Securities
and Exchange Commission or the American Institute of Certified Public Accountants.
• The Company’s accounting and corporate disclosure standards may differ from those in other
jurisdictions.
Risks relating to the Offer and the Ordinary Shares
• Investments in securities traded on AIM involve a higher degree of risk and can be less liquid than
shares listed on the Official List in the UK.
• No market currently exists for the Ordinary Shares; the Company cannot assure that an active
trading market will develop for the Ordinary Shares.
• The market price of the Ordinary Shares may fluctuate widely in response to different factors.
• The Company will be treated as a passive foreign investment company for U.S. federal income tax
purposes.
• The assets of the Company could be deemed ‘‘Plan assets’’ that are subject to the requirements of
ERISA or Section 4975 of the Internal Revenue Code of the U.S.
• Fluctuations in the value of the Euro could have a significant impact on the amount of the
Company’s dividends and the trading prices of the Ordinary Shares in other currencies.
• The Ordinary Shares are subject to restrictions on transfer.
• The Company does not intend to create a public market in the United States for resales of the
Ordinary Shares.
• Investors’ rights as Shareholders will be governed by Dutch law, which differs in material respects
from the right of shareholders under the laws of other jurisdictions, including the United Kingdom
and the United States.
• It may not be possible for Investors to effect service of legal process or enforce judgements of courts
outside of The Netherlands or bring actions based on securities laws of jurisdictions other than The
Netherlands against the Company or its Directors.
8.
MANAGEMENT
The Company’s Directors are:
• John Duggan — Chairman
• Roy Dantzic
• Olivier de Poulpiquet
• Richard S. Mully
• Gualtiero Tamburini
The independent Directors are John Duggan, Roy Dantzic and Gualtiero Tamburini.
9.
DESCRIPTION OF OFFER
The Company is issuing 20,480,000 Offer Shares and Moabar is offering 3,482,480 Offer Shares by way of
the Offer to certain institutional and professional investors in the UK and elsewhere outside the US, in
reliance of Regulation S under the Securities Act, and to QIBs in the US in reliance on Rule 144A under
the Securities Act.
The minimum amount for which a subscription of Offer Shares may be made is A50,000.
Pursuant to the Offer, the Company expects to receive net proceeds (after underwriting commissions and
estimated offering expenses) of approximately A242.5 million from the subscription of new Offer Shares
and Moabar expects to receive net proceeds (after underwriting commissions and estimated offering
expenses and assuming no exercise of the Over-allotment Option) of approximately A42.4 million from the
18
sale of the Existing Ordinary Shares. The Company will not receive any proceeds from the sale of the
Existing Ordinary Shares to be sold by Moabar.
In connection with the Offer and subject to and conditional upon (i) the Offer Price not being less than A14
and (ii) Pirelli RE Netherlands B.V.’s holding in the Company being diluted to not less than 10%, after
giving effect to the Over-allotment Option, Moabar and Pirelli RE Netherlands B.V. have granted
Deutsche Bank, on behalf of the Underwriters, the Over-allotment Option exercisable at any time up to
30 days after the announcement of the Offer Price, which will require them to sell in aggregate up to 5% of
the total number of Ordinary Shares in the Company immediately after Admission at the Offer Price to
cover over-allotments (if any) made in connection with the Offer and to cover short positions resulting
from stabilisation transactions.
Assuming no exercise of the Over-allotment Option, the Offer Shares will represent approximately 78.6%
of the enlarged share capital of the Company at Admission.
The Offer is conditional upon Admission becoming effective and on the Underwriting Agreement
becoming unconditional and not having been terminated in accordance with its terms. It is expected that
Admission will take place and unconditional dealings in the Ordinary Shares will commence on AIM at
8.00 a.m. (London time) on 18 October 2006. Prior to Admission, it is expected that dealings in the
Ordinary Shares will commence on a conditional basis on 13 October 2006. These dates and times may be
changed.
The offering of the Ordinary Shares has not been registered with the CONSOB (the Italian Securities
Exchange Commission) nor with the Bank of Italy pursuant to Italian securities legislation and,
accordingly, no Ordinary Shares may be offered, sold or delivered, nor may copies of this admission
document or of any other document relating to the Ordinary Shares be distributed in the Republic of Italy
other than to Italian Qualified Investors (see ‘‘Notice to Prospective Investors in Italy’’ on page 4 of this
document).
Certain selling restrictions also apply to the Offer.
In addition, after Admission, owing to certain regulatory restrictions arising in connection with the
Company’s investment in the Fund as more particularly described in paragraph 17 of Part II,
Non-Qualifying Shareholders (as defined in Part I) are not permitted to invest in the Ordinary Shares.
If any Ordinary Share is acquired or held by or on behalf of a Non-Qualifying Shareholder, the voting
rights attaching to such Ordinary Shares shall be suspended and the holder of such Ordinary Share shall
have no right to attend any general meetings of the Company. In addition, the Board has the power under
the Articles of Association to effect the sale and transfer of the relevant Ordinary Share to a designated
transferee on behalf of the Non-Qualifying Shareholder. Similar restrictions and compulsory transfer
10. LOCK-UP ARRANGEMENTS
Each of the Company, Pirelli RE Netherlands B.V. and Moabar B.V. have agreed not to issue, sell, grant
options over or dispose of Ordinary Shares for designated lock-up periods. Further details of these lock-up
arrangements are set out in paragraph 15 of Part II of this document.
19
PART I
RISK FACTORS
Prospective Investors should consider carefully the risk factors described below, together with all the other
information set out in this document, including the Historical Combined Financial Information of the
Group and Pro Forma Financial Information included in Parts VI and VII of this admission document, and
their own circumstances, before making a decision to subscribe for or purchase the Ordinary Shares. The
investment offered in this document may not be suitable for all of its recipients. An investment in the
Ordinary Shares is only suitable for Investors who are capable of evaluating the risks and merits of such
investment and who have sufficient resources to bear any loss that might result from such investment.
Should any of the following events or circumstances occur, the Company’s and/or the Fund’s business,
financial condition and results of operations could be materially adversely affected. In such circumstances,
the market price of the Ordinary Shares could decline and Investors could lose all or part of the value of
their investment. If prospective Investors are in any doubt about the action they should take, they should
consult a professional adviser who specialises in advising on the acquisition of shares and other securities.
An investment in the Company is subject to a number of risk factors, in part because of the structure of the
Company and the Fund and in part because of the nature of the property business and the geographical
location in which the Company and the Fund invest. There may be additional risks that the Company does
not currently consider to be material or of which it is not aware that may also have an adverse effect upon
the Company, the Fund and the Ordinary Shares.
Prospective Investors should be aware that the value of the Ordinary Shares and any income from them
could decrease materially and that they may not realise their initial investment.
RISKS RELATING
TO THE
COMPANY
The Company was recently formed and there can be no assurance that it will achieve its investment objectives or be
able to pay dividends and the value of the Ordinary Shares could decline, perhaps substantially
The Company was incorporated on 22 November 2005 to invest in real estate businesses, companies and
funds. Initially, the Company’s only asset is its direct 100% ownership interest in the Units of the Fund,
which at the time of Admission will hold only the Initial Portfolio. The Fund will acquire the Additional
Portfolio only upon completion of the Offer. As a result, the Company has a limited operating history, and
has not operated as a consolidated public company prior to this Offer. Therefore, it is difficult to evaluate
the Company’s future prospects and an investment in the Ordinary Shares. The Company is subject to all
of the business risks and uncertainties associated with any new business, including the risk that it will not
achieve its investment objectives or be able to pay dividends and that the value of the Ordinary Shares
could decline, perhaps substantially. The results of the Company’s operations will depend on many factors,
including all of the risks identified in this Part I—‘‘Risk Factors’’.
An investment in the Company is not a direct investment in the Fund, which is managed by the Fund Manager
pursuant to very broad investment guidelines. The Company and its representatives on the Fund Advisory
Committee do not control the day-to-day decisions, management and operations of the Fund
An investment in the Company is not a direct investment in the Fund. The Fund Manager manages the
Fund in accordance with the business plan of the Fund annually approved by the Fund Advisory
Committee. While the Company, through its representatives on the Fund Advisory Committee, will
approve the annual business plan of the Fund and any material amendments thereto, the Fund Advisory
Committee and the Directors will not control the day-to-day decisions, management and operations of the
Fund. Furthermore, the Unitholders cannot make changes to the Fund Rules unless such changes are first
proposed by the Fund Manager. In addition, in conducting periodic reviews, the Directors will rely
primarily on information provided to them by the Fund Manager. Poor performance or management
decisions by the Fund Manager could have a material adverse effect on the Fund and consequently on the
Company’s results of operations and financial condition.
The Company is not prohibited from engaging in other activities outside of the Fund or outside Italy or from selling
interests in the Fund
The Company may engage in other activities outside of the Fund and may make additional investments
outside of the Fund, including investments both within and outside Italy. These investments would be
subject to many of the risks described herein, as well as other risks specific to such investment. In
20
particular, the Company may not have the benefit of the experience of Pirelli RE Group or the tax regime
associated with the Fund if such investments are made outside the Fund. Some of these investments could
be made in sectors and areas where they directly compete with other investments of the Fund Manager and
other members of Pirelli RE Group, which could result in conflicts of interest. If these investments are
made outside Italy, they would be subject to risks related to international investments, including political,
economic, regulatory, legal and foreign exchange rate risks associated with the countries where these
investments are made. In addition, the Company’s experience of investing in Italian logistics and light
industrial real estate may not be transferable to any such investments in different sectors and countries.
Moreover, the Company is not prohibited from selling all or a portion of its interests in the Fund, which
would dilute the Company’s cash flow from the Fund and reduce the Company’s influence as a Unitholder
of the Fund and its right to appoint members of the Fund Advisory Committee. There can be no guarantee
that any such investments or activities will be successful and will not have an adverse impact on the
Company and its results of operations and financial condition.
The compensation structure of the Fund Manager and the Corporate Manager may encourage the Fund Manager to
seek to invest in higher priced acquisitions
The Fund Manager receives a fund management fee calculated on the basis of the acquisition costs of the
Fund’s real estate assets, excluding cash, as summarised in paragraph 5.3 of Part III of this admission
document. As a result, the opportunity to earn the fund management fee may provide an incentive for the
Fund Manager to pursue higher priced acquisitions in order to increase its fund management fee, even if
such acquisitions may not be in the best interests of the Company as Unitholder of the Fund.
The incentive arrangement to which Pirelli RE Netherlands B.V. is entitled may encourage the Fund Manager to
seek to invest in riskier investments
Pirelli RE Netherlands B.V., an affiliate of the Fund Manager, is entitled to an incentive arrangement, as
summarised in paragraph 16 of Part II of this admission document. In evaluating investments and other
management strategies, the opportunity to earn the incentive arrangement may result in the Fund
Manager recommending and pursuing riskier investments.
The Company may be unable to meet its dividend payment objectives
All dividends or other distributions will be made at the discretion of the Directors. The payment of any
initial dividend and the achievement of any future dividend payments or increases in payments will depend
upon a number of factors, including the operating results and financial condition of the Fund and,
accordingly, the Company, the successful management of the Fund’s existing properties, the availability of
alternative investment and acquisition opportunities, the yields on properties, interest costs, the
performance of leases and vacancy rates, profits on the sale of properties, legal and regulatory restrictions,
the ability of the Fund to make distributions to the Company (which may be limited by debt instruments to
which the Fund is a party), and such other factors as the Directors may deem relevant from time to time.
The Company’s ability to pay dividends may also be restricted as a matter of applicable law or regulation,
including to the extent that profits of the Company are unavailable for distribution or that proposed
dividends are not covered by income from underlying investments in the relevant period. There is no
guarantee that any dividends will be paid or dividend growth will be achieved.
The Corporate Manager is a newly established company and, initially, may not be fully equipped to provide the
Company with the necessary services
The Company is a holding company and upon and following Admission will have no employees;
accordingly the Company will depend on the Corporate Manager to provide the Company with
administrative, budgeting, corporate, legal, secretarial and investor relations services. The Corporate
Manager is itself a newly established company and therefore may not itself be suitably equipped initially to
provide the Company with such services with effect from Admission. Until such time as the Corporate
Manager is suitably equipped, Pirelli RE Group has undertaken to assist it in the provision of such
services. The failure of the Corporate Manager to provide the full range of corporate management services
to the Company may impede the ability of the Directors to comply with their reporting requirements and
other obligations under the AIM Rules, and may have a negative impact on the Company’s financial
condition.
21
Changes in tax laws or their interpretation could affect the Company’s financial condition or prospects and the level
of dividends that the Company is able to pay
Relief from taxation available to the Company and the Fund in Italy, The Netherlands and other
jurisdictions is not certain and could change. An advance tax confirmation has been obtained in The
Netherlands with respect to the transparency of the Fund for Dutch corporate income tax purposes. The
Company did not obtain a ruling or any other confirmation from the tax authorities relating to the tax
position of the Fund and the Company in Italy or any other jurisdiction. Accordingly, if the tax authorities
in these or any other jurisdiction affecting the Company or the Fund were to interpret the relevant tax laws
differently than the Company or disagree with the Company’s assumptions and/or interpretation, the
Company and the Fund could be subject to taxation in those jurisdictions, which would reduce the cash
available for distribution to Shareholders. In addition, the tax laws in these jurisdictions could change in
the future. Such changes could affect the value of the investments held by the Company or affect the ability
of the Fund and the Company to achieve their investment objectives or alter the post-tax returns to
Shareholders. Any taxation relief referred to in this document as being available or potentially available to
Shareholders is what the Company believes is currently available, or potentially available, and its
availability depends on the individual circumstances of Shareholders.
In addition, if the Company were treated as having a permanent establishment, or as otherwise being
engaged in a trade or business, in any country in which it invests or in which its investments are managed,
income attributable to or effectively connected with such permanent establishment or trade or business
may be subject to tax.
Changes to the tax residency of the Company could adversely affect the Company’s financial and operating results
In order to maintain its non-UK tax resident status, the Company is required to be controlled and
managed outside the United Kingdom. The composition of the Board, the place of residence of the
Board’s individual members and the location(s) in which the Board makes decisions will be important in
determining and maintaining the non-UK tax residence status of the Company. While the Company is
organised in The Netherlands and a majority of the Directors currently are non-UK residents, the
Company must ensure that major decisions are not made in the United Kingdom to retain its non-UK tax
resident status. Management errors in this regard could potentially lead to the Company being considered
a UK tax resident, with the consequent application of a less favourable tax regime, which would reduce the
amount of cash available for distributions to Shareholders.
RISKS RELATING
TO THE
FUND
AND ITS
BUSINESS
The Fund’s real estate investments are currently located only in Italy and are concentrated in the light industrial and
logistics real estate sectors, making the Fund and, accordingly, the Company more vulnerable to the performance of
the Italian real estate market and economy and to cyclical or sustained downturns in the light industrial and
logistics sectors
The Fund’s investment portfolio will initially consist only of real estate assets in Italy, predominantly in the
light industrial and logistics real estate sectors. Accordingly, the Fund’s performance may be significantly
affected by events beyond its control affecting Italy, such as a general downturn in the Italian real estate
market or economy, changes in Italian regulatory requirements and applicable laws (including in relation
to taxation and planning) and Italian interest and inflation rate fluctuations. Within the Italian real estate
market, the Fund invests predominantly in properties in the light industrial and logistics real estate sectors.
As a result, the performance of the Fund and, accordingly, the Company, is closely linked to events that
negatively impact the light industrial and logistics industries in Italy. Real estate in general, including the
light industrial and logistics real estate sectors, is prone to significant cyclical fluctuations and sustained
downturns, which would reduce the demand for the Fund’s properties, the amount of rental payments
received from the Fund’s properties and the value of the Fund’s properties upon sale and, consequently,
could have an adverse impact on the Company’s ability to pay dividends and on the price of the
Ordinary Shares.
Tenant concentration risk and tenant credit status risk may adversely affect the Fund and, accordingly, the
Company
The Fund’s largest tenant, Telecom Italia S.p.A. (‘‘Telecom Italia’’) will, upon the acquisition of the
Additional Portfolio, account for approximately 59.2% of the Fund’s total annual passing rent and,
together with the Fund’s next two largest tenants, Prada S.p.A. (‘‘Prada’’) and Enel S.p.A. and its affiliates
22
(‘‘Enel Group’’), will collectively account for approximately 83.6% of the Fund’s total annual passing rent.
Should Telecom Italia, Prada or Enel Group encounter financial difficulties in Italy or elsewhere (either
due to the general economy or to industry or company-specific issues) or otherwise decide to scale back
their operations or terminate their leases at the Fund’s properties, the Fund would lose a significant
portion of its rental income, which would have a material adverse effect on the results of operations and
financial position of the Fund and, accordingly, the Company. The Fund may also bear the risk of
significant exposure to other tenants as a result of future acquisitions.
No material changes have been observed in respect of the credit status of the Fund’s major tenants. One of
the tenants (the ‘‘Tenant’’), who currently leases one property at a yearly rent of approximately A1.2 million
has an outstanding debt under the relevant lease agreement amounting to (i) 40% of the rent due for the
April-June 2006 quarter and (ii) 100% of the rent due for the July-September 2006 quarter. Twelve
monthly instalments of rent are supported by a first-demand bank guarantee, limiting the risk to the Fund.
The building, which is entirely let to the Tenant, is not fully used by the Tenant. The Company believes the
asset is suitable for multi-tenant use and consequently is evaluating the possibility of dividing the property
so as to lease part of the property to third parties and subsequently reducing the rent due by the Tenant.
There are potential conflicts of interest between Pirelli RE and its affiliates and the Fund and the Company resulting
from common ownership interests and directorships with Telecom Italia, the Fund’s largest tenant
Pirelli & C. S.p.A., which controls Pirelli RE and, indirectly, the Fund Manager and the Corporate
Manager, owns an approximately 18% indirect interest in Telecom Italia. In addition, three of the directors
of Pirelli & C. S.p.A, including Mr Carlo Alessandro Puri Negri, the Chief Executive Officer and Deputy
Chairman of Pirelli RE, are members of the board of directors of Telecom Italia. Telecom Italia is the
Fund’s largest tenant, which will, upon acquisition by the Fund of the Additional Portfolio, account for
approximately 59.2% of the Fund’s total annual passing rent. As a result, there may be conflicts of interest
between Pirelli RE and its affiliates and the Company as Unitholder of the Fund, and there can be no
assurance that the terms of any past or future transactions involving Telecom Italia have been or will be on
terms as favourable as could be obtained with an unaffiliated third party.
A majority of the Fund’s properties in the Telecom Italia portfolio are designed for specific use in the
telecommunications industry. If the Fund were to lose Telecom Italia as a tenant, it may be difficult or impossible to
find another tenant able to lease these properties for this use and the Fund may be unable to convert these properties
to another profitable use
Approximately 420 of the properties in the Telecom Italia portfolio, representing approximately 55.3% of
the open market value of the Fund’s total assets with effect from the acquisition of the Additional Portfolio
based on the CBRE Valuation Report as of 30 June 2006, are designed for use for ‘‘Telephone exchange/
Related services’’ (see Part IV of this document for a more detailed description of the Telecom Italia
portfolio). This type of use is specific to the telecommunications industry and, if the Fund were to lose
Telecom Italia as the tenant at these properties, it may be difficult for the Fund Manager to locate a similar
tenant for whom this use would be applicable.
There may be limited profitable uses for these properties in the event the Fund were to lose Telecom Italia
as the tenant at these properties. The type of use associated with such properties is based on provisions in
general regulatory plans, use restrictions imposed by local authorities and the original building titles that
formed the basis for the properties’ construction. Any use of such properties for purposes other than that
indicated in the regulatory plans (such as for business or office use) must be preceded by certain
procedures to effect a change in the use designation of such properties and, in some cases, a change by
local authorities in the zoning laws and the general regulatory plan applicable to such properties. There is
no certainty that, if sought, such changes would be obtained.
Moreover, the Fund may be required to incur significant costs in converting such properties to another use.
If the costs associated with the conversion do not result in a corresponding increase in the value of the
properties, the value and profitability of the Fund and, accordingly, the Company, could be negatively
affected. Technical and administrative difficulties could arise from the conversion of such properties, and
any redevelopment of the properties could require the Fund to pay significant urbanisation charges. As a
result, if the Fund were to lose Telecom Italia as the tenant at its specific use properties and were unable to
find another tenant to whom to lease these properties for their intended use or a buyer for such properties,
the results of operations and financial condition of the Fund and, accordingly, the Company could be
adversely affected.
23
The Fund may be subject to increases in operating and other expenses and a mismatch between revenues and
required expenditures, which could have an adverse effect on the profitability and cashflows of the Fund and,
accordingly, the Company and the Company’s ability to make distributions to its Shareholders
The general costs of the Fund, including the costs and expenses of the acquisition, management, financing
and sale of the properties held by the Fund (including fees due to the Service Providers), auditing and legal
expenses, taxes and insurance are paid directly by the Fund and are not included in the Fund Manager’s
fees. The Fund’s operating and other expenses could increase without a corresponding increase in turnover
or tenant reimbursements of operating and other costs. Factors that could increase operating and other
expenses include:
(a) increases in property taxes and other statutory charges;
(b) changes in laws, regulations or government policies (including those relating to health, safety and
the environment) that increase the costs of compliance with such laws, regulations or policies;
(c) increases in insurance premiums;
(d) unforeseen increases in the costs of maintaining properties; and
(e) unforeseen capital expenditure arising from defects affecting the properties, failure to perform by
sub-contractors or increases in operating costs.
Such increases at the Fund level could have a material adverse effect on the profitability of the Fund and,
accordingly, the Company and the Company’s ability to make distributions to its Shareholders.
In addition, the costs of operating the Fund’s properties, construction and other costs of upgrading and
developing the Fund’s properties may exceed original cost estimates due to increased costs of materials,
land, labour or other costs, making operation, refurbishment, reconversion, redevelopment or
development of properties uneconomical or less profitable than anticipated when the properties were
acquired, which could have an adverse effect on the results of the Fund and the value of its properties and,
accordingly, the Company.
The Fund’s earnings and cashflows, and therefore the Company’s earnings and cashflows, may be adversely
affected to the extent that the rental payments received from the Fund’s tenants are mismatched against
the Fund’s required expenditures and fees.
Increases in local property taxes may have a negative impact on the profitability and financial condition of the Fund
and, accordingly, the Company
Local property taxes (ICI—Imposta comunale sugli immobili) imposed on the Fund’s real estate properties
may rise as a result of the ability of local town councils to increase the stipulated values of properties set
forth in the land registry (rendite catastali), which are used to calculate the relevant property tax for such
properties, or from an increase in the applicable tax rate. Increases in local property taxes may also be
caused by: (i) re-registration of a property with the relevant land registry upon completion of the
redevelopment of such property, if such redevelopment resulted in the complete or partial transformation
of such property; (ii) filing of amnesty (condono) for infringement of local building regulations with
regards to a property; and (iii) an update of the land registry documents in order to more accurately reflect
the current circumstances of the property. Increases in local property tax rates could negatively affect the
profitability of the Fund and, accordingly, the Company, if the Fund is unable to offset this through rent
increases.
The Fund may be subject to disputes or litigation following the disposal of investments in properties
The Fund may be required to give representations, warranties and indemnities with respect to investments
it may sell. The Fund may become involved in disputes or litigation concerning such representations,
warranties and indemnities and to pay damages if such representations, warranties and indemnities are
untrue or breached. Any such payments could have an adverse impact on the ability of the Fund to make
distributions to the Company and, in turn, the Company’s ability to pay dividends. Moreover, there can be
no assurance that the Fund will have sufficient cash available to make any such payments.
24
The Fund could incur costs bringing its properties into compliance with applicable Italian laws and regulations,
including zoning, building, fire prevention, environmental and health and safety regulations
The Fund may be required to bring its properties (and any future properties it may acquire) into
compliance with applicable Italian laws and regulations, including zoning, building, fire prevention,
environmental and health and safety regulations applicable to real estate properties. The costs of
compliance with such laws and regulations and the potential liability associated with any lack of
compliance with such laws and regulations could negatively influence the profitability of the Fund.
The Fund Manager may not be successful in obtaining approval to re-zone or in completing the construction and
subsequent sale or lease of its conversion properties and development projects, on schedule or within budget
The Fund Manager may not be successful in obtaining approval to re-zone its conversion properties and
sell such properties or to complete the construction and subsequent sale or lease of development projects
on schedule or within budget. The Fund Manager may encounter delays or refusals in obtaining all
necessary zoning, land use, building, occupancy and other required governmental permits and
authorisations. If the Fund Manager is unable to obtain approval to re-zone or complete construction or
the subsequent rental or sale of its conversion properties and development projects on schedule or within
budget, the growth, results of operations and financial condition of the Fund and the Company could be
negatively affected.
RISKS RELATING
TO THE
FUND MANAGER
AND
PIRELLI RE GROUP
The Fund’s performance is dependent on the Fund Manager
The Fund will rely solely on the Fund Manager for the day-to-day management of the Fund and its
property portfolio, and to evaluate potential acquisition opportunities and recommend and implement the
Fund’s investment objectives and policies. As a result, the Fund’s performance and the Company’s return
on its investment in the Units of the Fund will be significantly dependent on the success and ability of the
Fund Manager. Relationships with the tenants of the Fund’s properties may also be significantly influenced
by the Fund Manager.
The Fund Manager is a subsidiary of Pirelli RE. The Fund Manager has the right to resign its appointment
after 29 December 2008, as described in paragraph 5.4 of Part III of this admission document. If the Fund
Manager resigns its appointment, the Fund is subject to the risk that no suitable replacement will be found
during the notice period, or at all, which could result in the winding up of the Fund. In addition, if the
Fund Manager were to resign or be removed from its appointment, and no other member of Pirelli RE
Group is employed in such capacity, Pirelli RE Group could compete with the Fund for investment
opportunities in the Italian light industrial and logistics real estate sectors, free of the right of first offer
provisions described in paragraph 4.2 of Part III of this admission document. This could have a material
adverse effect on the Fund’s future growth and its ability to identify and complete acquisitions.
Pirelli RE Group, the Fund Manager and their affiliates are not prohibited from investing directly in assets or
development projects outside the Fund in the light industrial and logistics real estate sectors if the Fund declines an
investment opportunity pursuant to the arrangement described in paragraph 4.2 of Part III of this admission
document or if a member of Pirelli RE Group no longer acts as Fund Manager and, as a result, conflicts of interest
could arise
Pirelli RE Group currently manages nine other Italian real estate funds, two of which have invested in
industrial assets of Telecom Italia, and has significant other real estate investments outside of the Fund.
Pirelli RE has agreed with the Company that, for so long as (i) a member of Pirelli RE Group acts as fund
manager and (ii) not less than 51% of the Units are owned, directly or indirectly, by the Company, any
investment opportunity that is available to Pirelli RE or its affiliates to acquire real estate assets, real
estate portfolios or development projects located primarily in Italy (i.e., the non-land gross square meters
surface of the portfolio located in Italy accounts for at least 51% of the total Portfolio surface) in respect of
which the majority use is industrial, logistical, craft, warehousing, archive, laboratory or technical facilities
or any combination thereof and where the vendor intends to fully dispose of the relevant assets without
retaining any direct or indirect equity interest therein (it being understood that, for the avoidance of doubt,
sale and leaseback transactions and vendor financed dispositions are not and shall not be deemed to be
opportunities where the vendor retains a direct or indirect equity interest therein) shall be offered by
Pirelli RE first to the Fund Manager to determine (having consulted with the Fund Advisory Committee)
whether such opportunities should be pursued on behalf of the Fund and allowed the time period and
25
procedures set forth in the Deed of Undertaking to occur before any other member of Pirelli RE Group
(for its own account or for the account of any real estate fund managed by it) may pursue such investment
opportunity. If the Fund Advisory Committee does not approve, or fails to approve, an investment
opportunity, it may be pursued by other members of Pirelli RE Group. The agreement does not limit the
ability of any member of Pirelli RE Group to provide services to, or to manage (also as fund management
company), companies or funds investing in industrial assets provided that Pirelli RE shall cause its
affiliates managing real estate funds to comply with the right of the first refusal in favour of the Fund.
The ability of the Fund to pursue investment opportunities when they are offered to the Fund Manager by
Pirelli RE Group may be constrained by a number of factors, including insufficiency of cash, lack of
borrowing capacity or other capital resources.
Personnel of the Fund Manager are not precluded from spending a portion of their time involved in the management
of other funds managed by Pirelli RE Group, which could have an adverse affect on the Fund
Some of the Fund Manager’s directors, officers and employees involved in the management of the Fund
are also involved in the management of other funds managed by Pirelli RE Group. These persons may
allocate their attention to these other funds and may engage in other business activities for Pirelli RE
Group, which would reduce the time that they spend managing the Fund’s investments and could have an
adverse effect on the Fund. In addition, if the Fund declines an investment opportunity pursuant to the
arrangement described in paragraph 4.2 of Part III of this admission document, then members of the
Fund’s management team are permitted to provide asset management services to companies or real estate
funds owned or managed by Pirelli RE Group in respect of such opportunity. The team’s decision to spend
time on other activities besides the management of the Fund’s investments could be influenced by a variety
of factors, including the compensation structures of other funds and activities of Pirelli RE Group as
compared to that of the Fund and the performance of the various vehicles.
The Fund Manager’s investment strategies may not achieve the Fund’s investment objectives
No assurance can be given that the strategies recommended or used by the Fund Manager to achieve the
Fund’s investment objectives will be successful under all or any market conditions. The strategies
recommended or employed by the Fund Manager may be modified and altered from time to time, so it is
possible that the strategies used by the Fund Manager to achieve the Fund’s investment objectives and
policies in the future may be different from those historically used by the Fund Manager and its affiliates
or presently expected to be used.
Investors in this Offer are not acquiring an interest in any of the Fund Manager’s other managed funds.
The past performance of the Fund Manager and its affiliates should not be construed as an indication of
the future performance of the Fund and, accordingly, the Company or the Ordinary Shares. There can be
no guarantee that the Fund will have the same opportunities to invest in assets that generate similar
returns as those received by the other funds managed by the Fund Manager. Further, differences between
the structure, term and investment objectives and policies of the Fund and the other funds, including
different performance-related fee arrangements, may affect their respective returns.
The ability of the Fund Manager to generate desired returns on behalf of the Fund and, accordingly, the Company,
will also depend on its ability to identify, evaluate and acquire suitable properties, to lease the Fund’s properties to
appropriate tenants on satisfactory terms and to dispose of properties on profitable terms
The ability of the Fund Manager to implement the Fund’s strategy and achieve its desired returns will
depend on its ability to identify, evaluate and acquire suitable properties at satisfactory yields. The Fund
Manager may face significant competition in identifying and acquiring suitable income producing and
conversion and development properties from other investors. The Fund Manager may not be successful in
identifying suitable real estate properties or other assets that meet the Fund’s acquisition criteria or in
completing acquisitions or investments on satisfactory terms. If the assumptions, projections or analyses of
the Fund Manager in evaluating real estate assets prove to be incorrect, the yield earned on investments
may be lower than expected or the investments may be unprofitable. Changing market conditions,
including increased competition for real estate, may diminish the acquisition opportunities of the Fund
Manager, lead to prices for properties being driven up through competing bids by potential purchasers and
lead to a reduction in yield expectations.
26
Revenue earned from, and the value of, the properties held by the Fund may be adversely affected by a
number of factors, including:
(a) vacancies, which reduce the Fund’s revenue and ability to recover certain operating costs such as
local taxes and service charges and which may result in the Fund incurring additional expenses
until the property is re-let, including legal and surveying fees and marketing costs;
(b) the amount of rent and the terms of lease renewals and new leases, which may be less favourable
than current leases or the estimated rental potential of the property at the time of acquisition;
(c) increases in management, maintenance or insurance costs;
(d) the ability of the Fund Manager, on behalf of the Fund, to collect rent and service charges from,
to obtain possession of leased properties from, or to exercise remedies against, tenants in default,
which processes could be materially delayed or limited by Italian law;
(e) a competitive rental market, which could adversely affect rental levels or occupancy levels at the
Fund’s properties; and
(f) changes in laws and governmental regulations in the real estate markets in which the Fund
invests, including those governing permitted and planned usage, taxes and government charges.
Such changes may lead to an increase in management expenses or unforeseen capital expenditure
to ensure compliance. Rights related to particular properties may also be restricted by legislative
actions, such as revisions to existing laws or the enactment of new laws.
The Fund’s performance is dependent on certain key personnel of the Fund Manager and the loss of one or more of
these individuals could adversely affect the Fund Manager’s ability to manage the Fund and have a negative impact
on the growth, results of operations and financial condition of the Fund and, accordingly, the Company
The Fund’s performance is dependent on certain key personnel of the Fund Manager, including Alberto
Iori, the individual fund manager, and a team of portfolio asset management and development asset
management personnel of Pirelli RE Group. These key employees are not bound by any employment or
non-compete agreements prohibiting them from terminating at any time their employment with the Fund
Manager and working with competitors. If any of the Fund Manager’s key personnel were to terminate
their employment with the Fund Manager, the Fund Manager might not be able to replace them with
personnel of equivalent experience. As a result, the departure of any of the Fund Manager’s key personnel
or the termination of their employment with the Fund Manager could disrupt the Fund Manager’s ability
to successfully manage the Fund and have a negative impact on the growth, results of operations and
financial condition of the Fund and, accordingly, the Company.
RISKS RELATING
TO THE
COMPANY’S GOVERNANCE
AND
SIGNIFICANT INDIRECT SHAREHOLDERS
The Company’s existing indirect shareholders will continue to have significant influence over the Company after
the Offer
Immediately after Admission, the Company’s existing indirect shareholders, Pirelli RE and Cypress Grove,
will together indirectly own approximately 21.4% of the Company’s issued Ordinary Shares (assuming no
exercise of the Over-allotment Option). Pirelli RE Netherlands B.V. will have the right to nominate one of
the five board members of the Company for so long as it continues to maintain a 10% interest in the
Company. As a result, the Company’s existing indirect shareholders will retain significant influence over
the Company, and over the financial and operating policy decisions of the Company. The Company’s
existing significant indirect shareholders may have interests that differ from those of other Shareholders
and they may direct Pirelli RE Netherlands B.V. or Moabar B.V. respectively to vote or otherwise influence
the Company’s policies in a manner that is adverse to other Shareholders’ interests or in a manner with
which other Shareholders disagree. This concentration of ownership could also adversely affect the trading
price of the Ordinary Shares or reduce any premium over the market price of the Ordinary Shares that a
potential acquirer might otherwise be willing to pay.
The Fund and the Company have entered into a number of related party transactions with affiliates of the
Company’s significant indirect shareholders and may do so in the future, possibly on terms that other Shareholders
may not consider to be in their best interests
The Fund Manager, on behalf of the Fund, has entered into an agreement with special purpose vehicles
that are owned by affiliated entities of the Company’s significant indirect shareholders and managed by
Pirelli RE Group, to acquire the Additional Portfolio (defined in Part II) for A205.2 million. This
27
agreement is described in further detail in paragraph 5 of Part II of this admission document and was
negotiated between the Company’s significant indirect shareholders prior to Admission and its terms,
including the purchase price, representations and indemnities, may not be as favourable to the Fund as if
they had been negotiated with an unaffiliated third party.
In addition, the Company relies on the Corporate Manager, a subsidiary of Pirelli RE, to provide
administrative, budgeting, corporate, secretarial and investor relations services to the Company, and on the
Fund Manager, which is also a subsidiary of Pirelli RE, to manage the Fund and its assets. Property
management, project management and agency services will also be provided by subsidiaries of Pirelli RE.
The Company’s management agreement with the Corporate Manager and the Fund Rules, which govern
the relationship with the Fund Manager, were negotiated with the Company’s significant indirect
shareholders, including Pirelli RE and its affiliates, prior to Admission and their terms, including fees
payable and termination rights, may not be as favourable to the Unitholders of the Fund and the Company
and the Fund as if they had been negotiated with an unaffiliated third party. Termination of the
appointment of the Fund Manager under the Fund Rules and the Corporate Manager pursuant to the
Corporate Management Agreement without cause is difficult and costly.
It is possible that the Company and the Fund Manager, on behalf of the Fund, will enter into future
transactions with affiliates of the Company’s current indirect shareholders and there can be no assurance
that other Shareholders will consider the terms obtained to be advantageous to the Company and the Fund
or in the best interests of Shareholders.
RISKS RELATING
TO INVESTING IN REAL ESTATE
Property valuation is inherently subjective and uncertain
The valuation of property and property-related assets is inherently subjective due to the individual nature
of each property and characteristics of local, regional and national real estate markets, which change over
time and may be adversely affected by a number of factors, including the risk factors described in this
section. As a result, valuations are subject to uncertainty. Moreover, all property valuations, including
those in the CBRE Valuation Report, are made on the basis of assumptions that may prove to be
erroneous. There can be no assurance that the valuations of the properties and property-related assets
reflect actual sale prices that could be achieved for the sale of such properties, even if any such sales were
to occur shortly after the relevant valuation date.
Because the former owner of certain properties included in the Additional Portfolio did not properly effect
the entries in the relevant land registries, the transfer of parts of such properties located in Genova, Via
del Commercio 3 and Genova Sampierdarena, Via Pacinotti 9/39, has not been registered in the name of
Spazio Industriale 2 S.r.l. The previous owner has undertaken to amend the entries in the relevant land
registries in order to reflect the actual owner of the relevant properties. Until this amendment is made, any
future sale of the properties could be delayed and their value adversely affected. However, if the
amendment of the entries in the relevant land registries will not take place within 12 months of the transfer
of the Additional Portfolio to the Fund, Spazio Industriale 2 S.r.l. has undertaken to indemnify the Fund
for the damages incurred or, in the absence of an agreement on the amount of the indemnity, to
repurchase the affected properties at their original transfer price.
Real estate investments are relatively illiquid
Real estate investments are relatively illiquid. Such illiquidity may affect the Fund Manager’s ability to
dispose of or liquidate properties in the Fund’s portfolio in a timely fashion and at satisfactory prices in
response to changes in economic, real estate market or other conditions or the exercise by tenants of their
contractual rights, such as those which enable them to vacate properties occupied by them prior to, or at,
the expiry of the originally agreed term.
The Company and the Fund may suffer material losses in excess of insurance proceeds
The properties of the Fund and the Company could suffer physical damage due to fire or other causes,
resulting in losses (including loss of rent) that may not be fully compensated by insurance. In addition,
there are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, terrorism
or acts of war, that may be uninsurable or are not economically insurable. Inflation, changes in building
codes and ordinances, environmental considerations and other factors also might result in insurance
proceeds being insufficient to repair or replace a property if it is damaged or destroyed. Under such
circumstances, insurance proceeds may be inadequate to restore the Fund’s or the Company’s economic
28
position with respect to the affected real estate. There can be no assurance that the insurance policies
currently in force include terms and conditions of coverage that are adequate. Should an uninsured loss or
a loss in excess of insured limits occur, the Fund and the Company could lose capital invested in the
affected property as well as anticipated future revenue from that property. In addition, the Fund and the
Company could be liable to repair damage caused by uninsured risk and would also remain liable for any
debt or other financial obligation related to that property. No assurance can be given that material losses in
excess of insurance proceeds will not occur in the future. Such material losses may negatively affect the
results of operations and the financial condition of the Fund and the Company.
The Company and the Fund may incur environmental liabilities
The Company and the Fund may be liable for the costs of investigation, removal and remediation of
hazardous or toxic substances located on or in a property owned, leased or disposed of by them, as well as
any third party damages related to such substances, which costs and damages could be substantial. The
Company and the Fund may incur significant unforeseen costs related to the removal of soil contamination
or toxic substances in its buildings, such as Polychlorinated Biphenyls (PCBs) or asbestos, the purification
of contaminated groundwater or grounds, even outside of the affected properties, or governmental fines
and penalties and compensation for the related clean-up costs and damages of third parties, including
personal injury damages.
The Company has identified certain environmental contingent liabilities in connection with the day-to-day
operations of the Portfolio. No assurance can be given that actual costs will not be material for such
contingent liabilities or that material costs will not be incurred with respect to properties as to which no
estimate can presently be made. There also can be no assurance that additional environmental matters will
not arise in the future.
In particular, a due diligence review carried out by the Fund Manager in connection with the contribution
of the Telecom Italia portfolio has indicated potential environmental liabilities of between A12.7 million
and A23 million. Although this potential exposure is covered by indemnities provided at the time, there can
be no assurance that such indemnities will be adequate or collectible.
The presence of hazardous or toxic substances, or the failure to remediate such substances properly, may
also adversely affect the ability of the Company or the Fund to sell or lease their properties or to borrow
using property as security. Laws and regulations may also limit the ability of the Fund to develop certain
types of its properties. New laws and regulations or amendments to current laws and regulations may also
impose additional liability in the future for the effect a property has on its surrounding environment.
Environmental liability incurred by the Company or the Fund could have material adverse consequences
on the net assets, financial condition and results of operations of the Fund and the Company.
RISKS RELATING
TO BORROWING
The Company may borrow, and the Fund intends to borrow, to finance future growth; the borrowings of the Fund
will not in the aggregate exceed the sum of 60% of the value of its real estate properties and 20% of the value of its
other assets; the consolidated borrowings of the Company may not exceed 90% of the value of the aggregate
consolidated assets of the Company and its subsidiaries
The Company and the Fund intend to borrow to finance the acquisition of investments, generally through
the use of bank credit facilities, and expect to utilise leverage to enhance returns to Shareholders. The
borrowings of the Fund will not in the aggregate exceed the sum of 60% of the value of its real estate
properties and 20% of the value of its other assets. The consolidated borrowings of the Company may not
exceed 90% of the value of the aggregate consolidated assets of the Company and its subsidiaries. The
borrowings of the Company and the Fund will generally be secured against some or all of their respective
current and future assets.
The extent of the borrowings and the terms thereof will depend on the ability of the Company and the
Fund to obtain credit facilities and the lenders’ estimate of the stability of their properties’ cash flow. Upon
full drawdown of all facilities currently available to the Fund, any delay or failure to obtain suitable or
adequate financing from time to time may impair the ability of the Company and the Fund Manager, on
behalf of the Fund, to make further investments, and this may impact negatively on the Company’s
investment performance and the return on the Ordinary Shares. In addition, there can be no assurance
that the Company or the Fund Manager will be able to raise additional funds on behalf of the Fund when
needed or that such funds will be available on terms favourable to the Company and the Fund. The
Company and the Fund are also subject to the risks normally associated with debt financing. Specifically,
29
the use of debt requires the Company and the Fund to dedicate a substantial portion of their operating
cash flows to service debt, which reduces net income and the funds available for working capital, capital
expenditure, other general corporate purposes and the payment of dividends, limits the operating and
financial flexibility of the Company and the Fund and makes the Company and the Fund more susceptible
to an economic downturn.
The structure and specific provisions of any financing arrangements could give rise to additional risks of default
and the inability to refinance existing debt and the Company and the Fund could be forced to sell their properties
The use of borrowings also presents the risk that the Company and the Fund may be unable to service
interest payments and principal repayments or comply with other requirements of their loans. This could
result in borrowings becoming immediately repayable in whole or in part, together with any attendant cost,
with the risk that borrowings will not be able to be refinanced or that the terms of such refinancing may be
less favourable than the existing terms of borrowing. If this were to happen, the Company and the Fund
could be forced to sell their assets to meet such obligations. For example, a decline in the property market
or the occurrence of tenant defaults may result in a breach of the loan to value and/or the interest service
cover ratios specified in the banking arrangements of the Company and the Fund, thereby causing an event
of default with the result that the lenders could enforce their security and take possession of the underlying
properties.
The Fund’s New Medium Term Facilities contain covenants that allow the lenders to require early
repayment of the facilities if a member of Pirelli RE Group ceases to manage the Fund and the lenders do
not deem any replacement fund manager to be acceptable. These covenants therefore limit the ability of
the Unitholders of the Fund to remove the Fund Manager.
The Company and the Fund may be required to refinance their borrowings from time to time. A number of
factors (including real estate market conditions, changes in interest rates, conditions in the banking market
and general economic conditions, all of which are beyond the control of the Company and the Fund) may
make it difficult for them to obtain such new financing on attractive terms or even at all. If the borrowings
of the Company or the Fund become more expensive relative to the income they receive from their
investments, then their profits will be adversely affected. Adverse changes to the market values of the
property portfolios of the Company and the Fund could also cause the amount of refinancing proceeds to
be insufficient to repay their existing debt in full upon maturity and they may be unable to fund the
payment of such shortfall. If the Company and the Fund are not able to obtain new financing then they
may suffer a substantial loss as a result of having to dispose of the investments that cannot be refinanced.
The Company and the Fund may be subject to risks associated with increasing interest rates
The New Medium Term Facilities bear interest at variable rates, and the Company and the Fund may incur
additional variable rate indebtedness. Accordingly, if interest rates increase, so will the interest costs of the
Company and the Fund, which could lead to a reduction in cash flow and net income, result in planned and
existing investments becoming less attractive or unprofitable and negatively impact their ability to pay
principal and interest on its debt and the ability to pay dividends. Interest rates are highly sensitive to many
factors, including governmental, monetary and tax policies, domestic and international economic and
political conditions and other factors beyond the control of the Company and the Fund. Furthermore,
rising interest rates could make it more costly or limit the ability of the Company and the Fund to
refinance existing variable and fixed-rate debt when it matures. An increase in interest rates also often
results in a decrease in the demand and, accordingly, market value for real estate, which could negatively
impact the value of the Fund’s properties. While the Fund Manager, on behalf of the Fund, intends to
enter into hedging transactions in order to lessen the impact of rising interest rates on the Fund’s credit
facilities, there can be no assurance that the Fund Manager will be able to hedge fully the impact of
interest rate fluctuations or that it will be able to enter into hedging arrangements on commercially
acceptable terms. Interest rate hedging arrangements also expose the Fund to default risk from the other
parties to the hedging arrangements.
RISKS RELATING
TO
FINANCIAL
AND OTHER INFORMATION
This admission document includes financial statements and financial information for Investors to evaluate when
making their decision whether to invest in the Ordinary Shares
The financial information included in this admission document includes only the Historical Combined
Financial Information of the Company for the period from 22 November 2005 (the date on which the
30
Company was incorporated) and ending on 30 June 2006. As the Company at 30 June 2006 did not own the
assets included in the Additional Portfolio and the New Medium Term Facility was not yet implemented,
the Historical Combined Financial Information is not representative of its financial condition and results
of operations on the date of Admission. In addition, the admission document includes Pro Forma Financial
Information on the Company as of 30 June 2006 for the balance sheet and for the period from
22 November 2005 and ending on 30 June 2006 for the income statement giving effect to the acquisition of
the Additional Portfolio and the implementation of the New Medium Term Facilities as if they had
occurred on 30 June 2006 for the balance sheet and on 22 November 2005 for the income statement. The
Pro Forma Financial Information included in this admission document is provided for illustrative purposes
only. This information has not been provided for a full fiscal year, is not indicative of results that may be
expected for a full year and does not purport to represent what the Company’s actual results of operations
or financial position would have been had those transactions occurred on the dates assumed, nor is it
necessarily indicative of the Company’s future operating results or consolidated financial position. The
Pro Forma Financial Information includes a number of assumptions that may or may not prove to be
correct and an unrealised gain on the real estate portfolio whose magnitude is considered to be
non-recurring. Accordingly, the Company’s actual results may vary materially from those implied by the
Pro Forma Financial Information and Investors should not place undue reliance on this information.
This admission document does not include any historical consolidated financial statements or Pro Forma
Financial Information for the Company for prior periods as the Company was only incorporated on
22 November 2005 or any historical financial statements for the Additional Portfolio. As a result, this
admission document includes financial information for Investors to determine the profitability or loss and
cash flows of the Company on an historic or future basis or to otherwise evaluate when making a decision
whether to invest in the Ordinary Shares.
The Historical Combined Financial Information, Pro Forma Financial Information and annualised financial
information included herein (including, without limitation, annual passing rent and property tax) have not been
prepared in accordance with published guidelines of the US Securities and Exchange Commission or the American
Institute of Certified Public Accountants
The Historical Combined Financial Information, Pro Forma Financial Information and annualised
financial information included herein were not prepared with a view towards compliance with published
guidelines of the US Securities and Exchange Commission or the American Institute of Certified Public
Accountants (the ‘‘AICPA’’), for the preparation and presentation of financial statements and pro forma
financial information. Accordingly, this information does not include financial statement and financial
information disclosures of all information that may be required by the guidelines of the SEC or the AICPA
and may include information those guidelines would exclude. The annualised financial information
included in this admission document is provided for illustrative purposes only and is not a guarantee as to
what the Company’s or the Fund’s future rental revenue or earnings will actually be. The Historical
Combined Financial Information, Pro Forma Financial Information and annualised financial information
included herein should be reviewed in conjunction with the description of the business and the other
information described herein, including the other risk factors discussed herein.
Furthermore, the annualised financial information included in this admission document has been prepared
by, and is the responsibility of, the Company. PricewaterhouseCoopers S.p.A (‘‘PricewaterhouseCoopers’’)
has neither examined, compiled nor otherwise applied procedures to the annualised financial information
for the purpose of its inclusion herein and, accordingly, PricewaterhouseCoopers does not express any
opinion and has not provided any form of assurance with respect thereto for the purpose of this admission
document. The PricewaterhouseCoopers report included in this document relates to the Company’s
Historical Combined Financial Information. It does not extend to the annualised financial information or
the Pro Forma Financial Information and should not be read to do so. In particular, annualised rental
income figures provided in this admission document are presented for illustrative purposes only and may
not reflect the Company’s actual results, which could differ significantly. Among other factors, the
termination of leases, the Company’s inability to renew leases or replace existing tenants on comparable
terms, changes in economic conditions and other factors described in the risk factors contained in this
section of the admission document may affect the Company’s actual results and may cause actual results to
differ from annualised amounts, possibly significantly.
31
The Company’s accounting and corporate disclosure standards may differ from those in other jurisdictions
The Company prepares and presents its Historical Combined Financial Information in accordance with
IFRS, which differs in certain respects, including with regard to the type, amount and frequency of
financial information disclosed, from those applicable to companies in certain other jurisdictions and listed
on certain other securities exchanges, including the United States. This admission document does not
contain a reconciliation of the Company’s Historical Combined Financial Information to US GAAP, and
no assurance can be given that such a reconciliation would not reveal material differences. The Company
has made no attempt to quantify the impact of those differences. In making an investment decision,
prospective Investors must rely upon their own examination of the Company, the Fund and the Initial and
Additional Portfolios, the terms of this Offer and the financial information. Prospective Investors should
consult their own professional advisors for an understanding of the differences between IFRS and US
GAAP and how those differences might affect the financial information herein. In addition, there may be
less publicly available information about companies listed on AIM than is regularly made available by
public companies in other countries or on other securities exchanges, including the United States.
RISKS RELATING
TO THE
OFFER
AND THE
ORDINARY SHARES
Investments in securities traded on AIM involve a higher degree of risk and can be less liquid than shares listed on
the Official List in the UK
Shares traded on AIM are perceived to involve a higher degree of risk and can be less liquid than shares
listed on the Official List in the UK. AIM has been in existence since June 1995 but its future success and
the liquidity in the market for the Company’s securities is uncertain. Furthermore, AIM or the securities
markets in general may experience significant price and volume fluctuations that may adversely affect the
market price of the Ordinary Shares.
No market currently exists for the Ordinary Shares; the Company cannot assure that an active trading market will
develop for the Ordinary Shares
This is the Company’s initial listing, which means that there is no current market for the Ordinary Shares.
Even though the Company intends to apply to list the Ordinary Shares on AIM, the Company cannot
assure that an active trading market for the Ordinary Shares offered hereby will develop or, if developed,
that any such market will be sustained. In the absence of an active public trading market, an Investor may
be unable to liquidate an investment in the Ordinary Shares. The initial offering price has been determined
by the Company, its existing shareholders and the Underwriters. The Company cannot assure that the
price at which the Ordinary Shares trade in the public market after the closing of this offering will be at the
same or a higher level as the price at which the Ordinary Shares are sold by the Underwriters.
The market price of the Ordinary Shares may fluctuate widely in response to different factors
The market price of the Ordinary Shares may not reflect the value of the underlying investments of the
Company and the Fund and may also be subject to wide fluctuations in response to many factors (some of
which are beyond the Company’s control), including changes in the real estate market and valuations of
companies in the real estate market, variations in the operating results of the Company and the Fund,
divergence in financial results from stock market expectations, changes in earnings estimates by analysts, a
perception that other market sectors may have higher growth prospects, the increased volatility of
securities traded on AIM, general economic conditions, legislative changes in the Company’s or the Fund’s
sector, sales of substantial amounts of the Ordinary Shares in the public market following this Offer, or the
appearance that a large number of Ordinary Shares is available for sale, and other events and factors
outside the Company’s control. The market value of an Ordinary Share may vary considerably from its
underlying net asset value.
In addition, stock markets have from time to time experienced extreme price and volume volatility which,
in addition to general economic and political conditions, could adversely affect the market price for the
Ordinary Shares. Investors may need to hold the Ordinary Shares on a long-term basis and they may not be
suitable for short-term investment. As a result of these factors, the market price for the Ordinary Shares
may fall below the Offer Price.
The number of the Ordinary Shares available for sale in the public market in the period following
Admission will be limited by restrictions in the Underwriting Agreement and certain further lock-ups after
expiry of such restrictions as described in paragraph 15 of Part II. Upon the expiration of all these
restrictions, a substantial number of Ordinary Shares become freely tradable on the market. In addition to
32
the adverse effect a price decline could have on Shareholders as a result of the sale of a substantial number
of the Ordinary Shares, any such decline could also impede the Company’s ability to raise capital through
the issuance of additional Ordinary Shares or other equity securities.
The Company will be treated as a passive foreign investment company for US federal income tax purposes
Based on the Company’s and the Fund’s income, assets and activities, the Company believes that the
Company will be treated as a passive foreign investment company (a ‘‘PFIC’’), and that the Fund should
also be treated as a PFIC, for US federal income tax purposes. If a United States Person (as defined in
paragraph 8.2 of Part VIII of this admission document) holding Ordinary Shares (a ‘‘United States
Holder’’) is treated as owning stock of a PFIC, any gain recognised by such United States Holder upon a
sale or other disposition of Ordinary Shares and any gain deemed recognised by the United States Holder
on the disposition (including redemption) of the units in the Fund (the ‘‘Units’’) by the Company,
generally will be ordinary (rather than capital), and any resulting United States federal income tax may be
increased by an interest charge. Rules similar to those applicable to dispositions generally will apply to
certain excess distributions in respect of an Ordinary Share held by the United States Holder or Units held
by the Company. The Company generally intends to, upon request, make available (and the Company has
been advised that the Fund generally intends to make available upon request) to United States Holders the
annual statement currently required by the Internal Revenue Service to be used by United States Holders
for purposes of complying with the reporting requirements applicable to United States Holders making a
Qualified Electing Fund election. However, no assurances can be given that such statement will be
available. Prospective Investors should refer to ‘‘US Taxation’’ in paragraph 8.2 of Part VIII of this
admission document and should consult with their legal advisers before investing in Ordinary Shares.
The assets of the Company could be deemed ‘‘Plan assets’’ that are subject to the requirements of ERISA or
Section 4975 of the Internal Revenue Code of the US
Unless an exception applies, if 25% or more of the Ordinary Shares (calculated in accordance with
ERISA) or any other class of equity interest in the Company are owned, directly or indirectly, by pension
plans or other ‘‘benefit plan investors’’ (within the meaning of the Section 3(42) of ERISA), and any of
such benefit plan investors are subject to ERISA or Section 4975 of the Internal Revenue Code, assets of
the Company could be deemed to be ‘‘plan assets’’ subject to the constraints of ERISA. If the assets of the
Company are deemed ‘‘plan assets,’’ then among other possible adverse results, certain transactions of the
Company may be deemed to be ‘‘prohibited transactions’’ under ERISA or Section 4975 of the Internal
Revenue Code. Accordingly, no benefit plan investor that is subject to Title I of ERISA or Section 4975 of
the Internal Revenue Code will be permitted to acquire the Ordinary Shares. The Company cannot,
however, assure prospective Investors that ownership or holding of the Ordinary Shares by or on behalf of
benefit plan investors will always remain below the 25% threshold or that the Company’s assets will not
otherwise constitute ‘‘plan assets’’ under the Plan Asset Regulations (as defined below). To the extent that
the Company’s assets become ‘‘plan assets,’’ the Company’s Articles of Association provide that the
Company will have the power to take certain actions to avoid having the Company’s assets characterised as
‘‘plan assets,’’ including the right to cause an Investor that is a benefit plan investor to withdraw all or a
portion of its investment. Prospective Investors should refer to ‘‘ERISA Considerations’’ and ‘‘Transfer
Restrictions’’ in Part VIII paragraphs 14.1.2 and 14.1.3 respectively of this admission document and should
consult with their legal advisers in regard to these provisions before investing in Ordinary Shares.
Fluctuations in the value of the Euro could have a significant impact on the amount of the Company’s dividends and
the trading prices of the Ordinary Shares in other currencies
Fluctuations in the exchange rate between the Euro and other currencies, including pound sterling and US
dollars, could have an adverse impact on (i) the pound sterling or US dollar equivalent of any dividends or
distributions on the Ordinary Shares payable in Euros; (ii) the pound sterling or US dollar equivalent of
the trading prices of the Ordinary Shares and, (iii) the market value of the Ordinary Shares relative to
other non-Euro denominated securities.
The Ordinary Shares are subject to restrictions on transfer
There are a number of restrictions on the transferability of the Ordinary Shares.
After Admission, owing to certain regulatory issues arising in connection with the Company’s investment in
the Fund as more particularly described in paragraph 17 of Part II, no person resident in Italy, nor any
legal entity whose registered office is in Italy, is permitted to invest in the Ordinary Shares (a
33
‘‘Non-Qualifying Shareholder’’), with the express exception of entities belonging to the following categories
of ‘‘Qualified Investors,’’ as defined by the Italian Ministerial Decree of 24 May 1999, no. 228 (the
‘‘Decree’’).
(a) investment firms, banks, stockbrokers, asset management companies (Società di Gestione del
Risparmio), variable capital investment companies (Società di Investimento a Capitale Variabile),
pension funds, insurance companies, financial companies heading banking groups and companies
and entities registered in the lists referred to in Articles 106, 107 and 113 of Italian Legislative
Decree no. 385 of 1 September 1993, as subsequently amended (Consolidated Banking Act);
(b) foreign (i.e. non-Italian) entities authorised to carry out, by virtue of regulations in force in their
countries of origin, the activities carried out by the persons described in (a) above;
(c) Italian banking foundations (fondazioni bancarie); and
(d) legal persons and other entities possessing specific expertise and experience in transactions
involving financial instruments expressly declared in writing by the legal representative of the
legal person or entity.
If an Ordinary Share is acquired or held by a Non-Qualifying Shareholder, the voting rights attaching to
that Ordinary Share shall be suspended and the holder of that Ordinary Share shall have no right to attend
(whether in person or by proxy) any general meetings of the Company and can be required by the board of
directors of the Company to sell and transfer the relevant Ordinary Share to a designated transferee in
accordance with the provisions of the Articles of Association. Similar restrictions and compulsory transfer
The Ordinary Shares have not been and will not be registered in the United States under the Securities Act
or under the applicable securities laws of any other jurisdiction. They may not be offered or resold in the
United States, except pursuant to an exemption from the registration requirements of the Securities Act
and applicable state securities laws.
Prospective Investors should refer to paragraph 14 of Part VIII of this admission document entitled
‘‘Securities Laws’’.
The Company does not intend to create a public market in the United States for resales of the Ordinary Shares
The Ordinary Shares constitute ‘‘restricted securities,’’ as defined under the Securities Act, and,
accordingly, are not freely tradable in the United States. The Company does not intend to list the Ordinary
Shares on an established securities exchange, have them quoted on an automated inter-dealer quotation
system or otherwise create a public market in the United States for resales of the Ordinary Shares.
Prospective Investors should refer to paragraph 14 of Part VIII of this admission document entitled
‘‘Securities Laws’’.
Investors’ rights as Shareholders will be governed by Dutch law, which differs in material respects from the rights of
shareholders under the laws of other jurisdictions, including the United Kingdom and the United States
The Company is incorporated in The Netherlands and therefore the rights of holders of the Company’s
Ordinary Shares are governed by Dutch law. These rights differ in material respects from the rights of
shareholders in companies incorporated elsewhere, including the United Kingdom and the United States.
In particular, the City Code will not apply to the Company and accordingly, Investors will not benefit from
the protections offered by it. In addition, the Dutch rules for public offers for shares in listed companies do
not apply to companies listed on AIM and, accordingly, Investors will not benefit from the protections
afforded by such rules. In addition, at each Annual General Meeting of Shareholders, pursuant to the
Company’s Articles of Association, the Shareholders may vote to relieve the members of the Board of the
Company from all liability for the fulfillment of their duties during the prior financial year. This could limit
the ability of Investors to pursue claims against the directors for actions or omissions attributable to them
in the conduct of their duties as directors. For more information regarding Shareholder rights, please see
the summary of the Company’s articles of association in paragraph 4 of Part VIII.
34
It may not be possible for Investors to effect service of legal process or enforce judgments of courts outside of The
Netherlands or bring actions based on securities laws of jurisdictions other than The Netherlands against the
Company or its Directors
The Company is incorporated in The Netherlands and the majority of its Directors are residents of
jurisdictions outside of the United Kingdom and the United States. In addition, all of the Fund’s assets are
located in Italy. As a result, it may not be possible for Investors to effect service of legal process within the
United Kingdom and the United States or elsewhere outside of The Netherlands upon the Company and
the Directors, including with respect to matters arising under UK and US securities laws. Moreover, it may
not be possible for Investors to enforce against the Company or its Directors, judgments obtained in courts
outside The Netherlands, including those based on securities laws of the UK, the US and other countries.
The United States and The Netherlands do not currently have a treaty providing for reciprocal recognition
and enforcement of judgments in civil and commercial matters. Accordingly, there is doubt as to the
enforceability in The Netherlands of judgments of US courts of liabilities predicated upon US securities
laws.
35
PART II
INFORMATION ON THE COMPANY
1.
BUSINESS DESCRIPTION
The Company
The Company, incorporated on 22 November 2005, is a Dutch holding company whose business is to
participate in, manage and supervise real estate businesses and companies and invest in real estate and in
units of real estate funds. The Company is indirectly owned by Pirelli RE and Cypress Grove who, together
with their affiliates, have built a leading Italian industrial real estate platform combining income producing
assets and significant development opportunities.
The Company will have an experienced board of five directors, chaired by John Duggan, three of whom
are independent from the Company’s current shareholders. The Company is externally managed by the
Corporate Manager, which is a wholly-owned subsidiary of Pirelli RE, the largest listed real estate
company in Italy based on market capitalisation as at the date of this admission document.
Initially, the Company’s only asset will be its direct 100% ownership of the Units of an Italian closed-end
real estate fund authorised and regulated by the Bank of Italy.
Through its representatives on the corporate governance body of the Fund (the Fund Advisory
Committee), the Company will monitor the performance of the Fund Manager in executing the investment
strategy as described in this Part II and in its management of the Fund’s investment and development
properties and will approve the acquisition, refurbishment, redevelopment, reconversion or disposal of
individual properties or portfolios. The Company may also pursue direct investment opportunities in the
real estate sector both inside and outside Italy.
The Fund
The Fund invests in the Italian industrial real estate market throughout Italy, with a particular focus on the
light industrial and logistics sectors, through the acquisition of real estate portfolios as well as the
construction, refurbishment, development, redevelopment and reconversion of real estate assets.
As of Admission, the Fund will be managed by the Fund Manager. The Fund was established in
December 2005 as a speculative fund managed by Pirelli & C. Real Estate Opportunities Società di
Gestione del Risparmio S.p.A. (‘‘Pirelli RE Opportunities SGR’’), a direct subsidiary of Pirelli RE that
specialises in the management of speculative funds. In order to align the structure and legal form of the
Fund with its investment strategy and financial structure, on 10 May 2006 Pirelli RE Opportunities SGR
and the Fund Manager submitted a joint application to the Bank of Italy for an amendment to the Fund
Rules to convert the Fund from a speculative fund into an ordinary fund and for the change, upon
conversion of the Fund, of the fund manager. On 22 August 2006 the Bank of Italy approved the
conversion. In compliance with the authorisation of the Bank of Italy and pursuant to the arrangements
entered into between the Initial Fund Manager and the Fund Manager, the conversion of the Fund to an
ordinary fund and the transfer of the management of the Fund to the Fund Manager will be effective as of
Admission.
Three other specialized subsidiaries of Pirelli RE provide property management, project management and
agency services to the Fund.
At Admission, the Fund will own a portfolio of 424 properties (the ‘‘Initial Portfolio’’) and the Fund
Manager, on behalf of the Fund, has entered into a binding agreement, subject to Admission, to acquire
25 real estate assets (the ‘‘Additional Portfolio’’, and together with the Initial Portfolio, the ‘‘Portfolio’’) for
A205.2 million from affiliated entities of the Company’s current shareholders, which affiliated entities are
also currently managed by Pirelli RE Group. A majority of the Portfolio will consist of income producing
properties with long term quality tenants and conversion properties, with two properties being well
positioned development projects. Upon the acquisition of the Additional Portfolio:
• The Fund will own 447 income producing and conversion properties comprising approximately
875,000 sqm of surface area, which represents approximately 68.7% of the total surface area in the
Portfolio. The Fund’s total income producing and conversion properties were valued at
approximately A619.4 million as of 30 June 2006 based on the CBRE Valuation Report and had a
total annual passing rent of approximately A40.7 million as of 30 June 2006. The Fund’s income
producing properties are comprised of properties that the Company considers to be attractive yield
opportunities and which the Fund Manager primarily intends to hold and manage as long-term
investments on behalf of the Fund. The properties are leased on a long term basis to quality tenants
36
and had an occupancy rate representing 97% of the total surface area of the total income producing
and conversion properties as of 30 June 2006.
• The Fund will also own two development properties, representing approximately 31.3% of the total
surface area in the Portfolio, which were valued as of 30 June 2006 at approximately A59.6 million
based on the CBRE Valuation Report. These properties are:
• Eastgate Park, an integrated mixed-use logistics, light industrial and multi-let industrial park
located in Portogruaro and Fossalta di Portogruaro Municipalities (Province of Venice), which
is one of the largest authorised buildable areas designated for industrial use in the Italian
northeast with approximately 381,000 sqm of surface area that the Fund Manager intends to
develop; and
• Project Edificio 16, an industrial building located in Milan with approximately 18,000 sqm of
surface area that is currently being refurbished into approximately 60 single units for use as
laboratories, show-rooms and factory lofts.
The Company expects to make further acquisitions in the near term. The Fund Manager has identified a
pipeline of potential acquisitions. See Part IV—‘‘Portfolio’’ for additional information related to the
Fund’s portfolio and paragraph 7 in this Part II for information regarding use of proceeds.
2.
COMPETITIVE STRENGTHS
2.1 One of the largest portfolios in the Italian industrial real estate sector with a large proportion of
long term high quality tenants, an attractive asset base that provides a stable source of rental
revenues and potential upside through redevelopment or conversion opportunities at the end of
the lease period
Upon the acquisition of the Additional Portfolio, the Portfolio will be one of the largest portfolios in the
Italian industrial real estate sector based on market value as at 30 June 2006, with 449 assets containing
approximately 1.3 million sqm of surface area, comprised of approximately 875,000 sqm of income
producing and conversion assets and approximately 399,000 sqm of development projects. The market
value of the Portfolio at 30 June 2006 was A679.0 million based on the CBRE Valuation Report.
Approximately 97% of the income producing and conversion real estate assets in the Portfolio based on
surface area were leased as of 30 June 2006 and the Fund Manager is seeking to convert and sell most of
the remaining vacant space to specialty developers, rather than rent or develop such properties itself.
The Fund has a high proportion of large, high quality tenants, with long term leases that the Company
believes will provide the Fund with an ongoing secure source of rental revenue. The Fund’s largest tenant,
Telecom Italia, which is publicly traded on the NYSE and Milan Stock Exchange and has a BAA2/BBB+
credit rating, will, upon the acquisition of the Additional Portfolio, account for approximately 59.2% of the
total annual passing rent of the Portfolio, and together with the Fund’s next two largest tenants, Prada
S.p.A. and Enel Group, will account for approximately 83.6% of the total annual passing rent of the
Portfolio with effect from 30 June 2006. The average remaining minimum lease duration of the assets in
the Portfolio will be 7.1 years from Admission.
The Fund has a number of assets that have potential for redevelopment at the end of their respective lease
periods. Owing to their urban location—not in a usual industrial district but in a more urban location—the
assets are suitable for reconversion to mixed uses or other uses.
2.2 Pirelli RE, the parent company of the Fund Manager and the Corporate Manager, is the largest real
estate company in Italy based on market capitalisation(1) with a proven track record in managing
Italian real estate funds.
The Fund Manager and the Corporate Manager are subsidiaries of Pirelli RE, the largest listed real estate
company in Italy based on market capitalisation at the date of this admission document, with significant
experience in the industrial and logistics sectors and a proven track record in managing Italian real estate
funds. Pirelli RE Group currently manages approximately A13 billion of real estate assets. Members of
Pirelli RE Group currently manage the Fund and nine other real estate funds and, as of 31 December
2005, the collective open market value of the funds managed by Pirelli RE Group was approximately
A6.2 billion, which accounted for 40% of all Italian real estate funds based on reported market value.(2) As
a result of its track record in managing real estate assets throughout Italy, Pirelli RE Group has gained
valuable local and regional knowledge.
(1)
(2)
As of the date of this admission document.
Assogestioni Report, 31 December 2005.
37
2.3 Significant local market knowledge and access to future opportunities
Pirelli RE Group has 15 years of experience in identifying high return assets and maximising value in the
Italian real estate market. As a result, Pirelli RE Group has developed significant local market knowledge
and strong relationships with tenants and owners. The Company believes that Pirelli RE Group’s
significant market knowledge and experience, proven track record as a leader in the Italian real estate
market and strong brand, together with its established relationships and network of approximately
500 affiliates/franchisees with offices throughout Italy, strengthen the Fund Manager’s ability to execute
the Fund’s investment strategy and provide a strong platform to identify, acquire and develop Italian light
industrial and logistics real estate assets.
2.4 Experienced management team
The Fund Manager has put in place an experienced team to manage the Fund’s real estate assets. Alberto
Iori, the individual fund manager, has over 15 years of experience in the light industrial and logistics real
estate sectors. The Fund Manager’s team has developed disciplined investment criteria in structuring,
financing, acquiring and managing properties, and has developed strong relationships with local, regional
and national real estate professionals and advisors. The Company believes that the experience of the Fund
Manager’s team, together with its strong relationships, strengthen its ability to react to changes in the
market place in managing the Fund’s real estate assets, exploit the Fund’s development projects and
identify and quickly analyse and pursue attractive acquisition opportunities.
2.5 The incentive arrangement in favour of Pirelli RE Netherlands B.V. will align the interests of
Pirelli RE Group with those of the Shareholders
Pirelli RE will indirectly hold, through its subsidiary Pirelli RE Netherlands B.V., approximately 11.5% of
the Company’s issued Ordinary Shares upon completion of the Offer (assuming no exercise of the
Over-allotment Option). Under incentive arrangements Pirelli RE Netherlands B.V. is entitled to receive
new fully paid up Ordinary Shares at the end of each 3 year period after the date of Admission for a value
corresponding to 20% of Shareholder returns (including capital appreciation) in excess of a 12% hurdle
rate during the immediately preceding 3 year period. For further information on the incentive
arrangements in favour of Pirelli RE Netherlands B.V., see paragraph 16 of Part II of this document. In
order to further align its interests with the Company, Pirelli RE Netherlands B.V. will be subject to certain
lock-up arrangements in relation to its holding of Ordinary Shares as detailed in paragraph 15 of this
Part II. The Company believes these arrangements provide a strong alignment of economic interests
between Pirelli RE Group and the Company’s Shareholders and provide an incentive for the maximisation
of value for Shareholders.
3.
COMPANY INVESTMENT STRATEGY
The Company will seek to deliver stable returns by leveraging the Fund’s existing leading position in the
Italian light industrial and logistics real estate sectors to expand by capitalising on the increasing
opportunities in the growing Italian industrial real estate market. The key elements of the Company’s
investment strategy include the following:
3.1 Enhance rental and capital growth through active portfolio management of the Fund’s income
producing assets
Pursuant to the Fund’s investment strategy, the Fund Manager will seek to actively manage the Portfolio,
leveraging the significant experience of Pirelli RE Group in managing real estate properties in Italy in
order to maximise operating performance, achieve efficiencies and synergies and enhance rental income
and capital growth. In particular, the Fund Manager will seek to generate value by employing the following
asset-level management strategies:
• Long-term leases: the Fund Manager will seek to generate a secure income stream by holding and
maintaining existing long term leases and will seek to maintain and strengthen its relationships with
existing long term tenants. The Fund Manager will negotiate lease expirations, renewals, rent
reviews and lease extensions in order to enhance the rental income profile and income quality for
the Fund’s properties with long-term leases.
• Short term leases and vacant properties: the Fund Manager will pursue an active asset management
strategy to increase lease terms of properties with short term leases and/or capture the value of
properties with short term leases and vacant properties through conversion, refurbishment and
38
repositioning of the assets. In particular, the Fund Manager will seek to develop, refurbish and
reposition semi-urban industrial properties to mixed or other uses. For assets that the Fund
Manager believes will provide greater value through a rezoning process, the Fund Manager may sell
the assets to specialised developers upon completion of the rezoning process rather than retaining
the asset in the Fund and developing the project in-house.
• Single assets/portfolios: The Fund Manager will evaluate opportunities to sell single assets/
portfolios on an opportunistic basis.
3.2 Achieve value-added capital appreciation by pursuing selected development opportunities in the
Italian light industrial and logistics real estate sectors
Pursuant to the Fund’s investment strategy, the Fund Manager will pursue opportunities to earn returns
from selected value-added development and redevelopment projects. Upon the acquisition of the
Additional Portfolio, the Fund will have two development projects that the Company believes are
strategically located and offer an opportunity for increased value-added returns: Eastgate Park and Project
Edificio 16. The Fund Manager will seek to leverage its experience and knowledge of local markets and
trends in pursuing acquisitions of additional development projects.
3.3 Pursue a disciplined acquisition strategy focused on income producing properties in the Italian
light industrial and logistics real estate sectors
The Company will seek to leverage the Fund Manager’s real estate management experience and strong
relationships with industrial tenants to become a partner of choice for industrial companies and
consolidate its leading position in the Italian light industrial and logistics real estate market. The Company
believes there are significant opportunities in the Italian light industrial and logistics real estate market due
to (i) the potential shift toward leased premises from owner-occupied buildings, (ii) growth in demand for
state-of-the-art distribution facilities from logistics operators and (iii) the increasing use of industrial/
corporate parks as a result of the expected restructuring and evolution of the Italian manufacturing sector.
Pursuant to the Fund’s investment strategy, the Fund Manager intends to pursue a disciplined acquisition
strategy targeting primarily income producing assets in industrial districts with stable and growing
manufacturing companies as tenants and also assets with the potential for redevelopment. The Fund
Manager is currently in various stages of negotiation with a number of parties for the potential acquisition
of additional properties by the Fund. The Fund Manager will seek to leverage its proven track record and
experience in conducting thorough due diligence investigations and utilising its established criteria in
evaluating potential acquisitions based on internal rates of return, equity multiples and cash-on-cash
returns, considering both the income stream from leases and certain specific industrial real estate
fundamentals.
3.4 Maintain a strong balance sheet through the use of appropriate financing strategies and debt
levels
The Company will seek to maintain a strong balance sheet. Following the refinancing described in
paragraph 8 below, the Company intends that the Fund’s borrowings will not, in the aggregate, exceed 60%
of the value of its real estate properties and 20% of the value of its other assets. The Fund, acting through
the Fund Manager, has entered into the New Medium Term Facilities with Natexis Banques
Populaires-Milan Branch (‘‘Natexis Milan’’), Natexis Banques Populaires (‘‘Natexis Banques’’), Banca di
Roma S.p.A. (‘‘Banca di Roma’’), M.C.C. S.p.A. (‘‘MCC’’), Banco di Sicilia S.p.A (‘‘Banco di Sicilia’’) and
Banca Intesa S.p.A (‘‘Banca Intesa’’) for the provision of up to A784 million in facilities, including (i) up to
A666 million of medium term facilities to refinance indebtedness on the Initial Portfolio, acquire the
Additional Portfolio and finance development projects and (ii) a revolving facility of A118 million to
finance future acquisitions. See paragraphs 7 and 8 ‘‘Use of Proceeds’’ and ‘‘Financing’’ below. Following
Admission and the acquisition of the Additional Portfolio, the Company expects that there will be
approximately A66 million of remaining gross proceeds in addition to the revolving facility of A118 million
available to the Fund under the New Medium Term Facilities.
3.5 Current Trading
In April 2006 the Company adopted its investment strategy. Since then, the Company (including the Fund)
has performed in line with such strategy.
39
4.
MARKET OPPORTUNITY
4.1 Economic conditions in Italy
After marginal growth in 2004 and 2005 (0.1% in 2005 and 0.9% in 2004)(3), real gross domestic product in
Italy (‘‘GDP’’) is expected to grow at a rate of 1.5-1.6% in 2006, up from 1.2% in the June interim monthly
forecast.(3) GDP grew 0.7% quarter-on-quarter in the first quarter of 2006 and 0.5% in the second quarter
after having been unchanged in the third and fourth quarters of 2005.(3)
Total domestic spending is expected to exceed its growth performance in 2005(3), when it recorded 0.4%
growth.
This sign of an upturn in the Italian economy could be positive for both the industrial and logistics real
estate sectors. The Company believes that trends in international foreign trade could also have a positive
influence on Italy’s industrial real estate market and, in particular, the logistics sector.
4.2 The Italian real estate market
The Company believes that the real estate market throughout Europe continues to be attractive to
investors, with A156.3 billion invested in 2005, up 20% year-on-year(4). The Company believes that investor
appeal stems from high rental yields and a favourable risk-return profile for real estate investment. The
low cost of borrowing has also contributed to the growth in real estate investment.
European direct real estate investment volumes
Euro bn
160
140
156.3 bn
Cross-Border
130.2 bn
Domestic
120
100
80
85.1 bn
86.5 bn
2002
2003
73.1 bn
63.2 bn
60
40
20
0
2000
2001
2004
2005
11OCT200619253575
Source: Jones Lang La Salle, Spring 2006
The Italian real estate market has grown significantly in recent years in terms of both increases in real
estate vendor prices and increases in the number of transactions. In 2005, there were over one million
transactions for an estimated total invested amount in the range of A130-150 billion(5). In general, the
Italian real estate market has been significantly influenced by the entry of sophisticated foreign investors in
the latter half of the 1990s.
(3)
Global Insight 2006.
(4)
Jones Lang La Salle, Spring 2006.
(5)
Nomisma, March 2006.
40
As at 31 December 2005, the breakdown of the Italian real estate market by asset type was as follows:
3,000
2,400
sqm (in millions)
2,500
2,000
1,500
1,000
466
500
165
79
0
Residential
Industrial
Office
Retail
9OCT200620033979
Source: Scenari Immobiliari, 2006
4.3 The Italian industrial real estate market
The Italian industrial real estate market is currently the second largest in Europe in terms of physical
space, second only to Germany. As in other countries, the industrial asset inventory in Italy consists of
logistics facilities, light industrial properties, laboratories, artisan space, multi-let industrial real estate
assets, heavy manufacturing properties and specialised buildings (together ‘‘industrial assets’’). As at
31 December 2005, the breakdown of industrial asset inventory in Italy, based on square metres, was as
depicted below:
Logistics
10%
Heavy
manufacturing,
Specialised
Building
33%
Light
manufacturing,
Artisan,
Labs/Tech
57%
10JUN200623210697
Source: Scenari Immobiliari, 2006 and Nomisma, 2006
The Italian industrial real estate market is driven by the following key characteristics and trends:
• Italy is dominated by the owner-occupier model (approximately 81% of commercial inventory was
owner-occupied as of December 2005).(6)
• The remaining leased commercial assets (approximately 19.0% of commercial inventory(6)) are
predominantly owned by, amongst others, developers, companies or private individuals investing in
yielding commercial assets as part of their asset allocation.
• Increased demand among investors for quality real estate products and related services, which
encourages professional operators to enter the market in search of real estate assets with
satisfactory yields and reliable tenants.
• Attractive product opportunities in the sector that have not been quickly exploited due to a lack of
specialist industrial real estate funds to capitalise on acquisition opportunities. This lag to take
advantage of attractive products in the sector is reflected by the below-target asset allocation of
Italian generalist real estate funds in the light industrial and logistics sectors. The current allocation
was an estimated 6% of total portfolios owned as of the end of December 2005, compared to a
stated target of 15-20% plus an average asset allocation of European real estate funds in 2004 of an
estimated 12%.(7)
• The need for logistics buildings is concentrated primarily near the most important transport and
services facilities, which are strongly linked to the development of high speed TAV train lines and of
(6)
DTZ Money into Property, 2006.
(7)
Scenari Immobiliari, 2005.
41
the European Union Corridors. As a result, demand is expected to increase in North East and
North West Italy.
The Company believes that the Italian industrial real estate market will remain dynamic as a result of the
following opportunities in the market:
• Italy is the second largest European industrial real estate market in terms of inventory, after
Germany, with a very high rate of owner-occupiers. This creates an opportunity as companies move
from the owner-occupier model to the leasehold model.
• The increasing importance of the outsourcing business. Italy shows great potential for outsourcing
in commercial real estate across Europe.(8)
• The lack of new high quality and flexible supply combined with a more selective demand. The
modernisation of the distribution retail chain, the increase in the third party logistics market and
growth of industrial activity have increased the demand for modern and quality industrial facilities
and services to meet the needs of industrial companies. Industrial sites are also moving out of city
boundaries, driven by difficulties in requalifying existing buildings for industrial purposes, and the
significant lack of buildable areas for new buildings in cities. As a result, many modern, high-quality
industrial assets have been developed outside major cities.
The Company believes that the industrial real estate market will continue to improve and that the logistics
and distribution sectors should continue to drive the growth of the market, with well-located, high
specification properties being the most sought after. The market value of Italian industrial real estate
properties has grown steadily over the last five years from A552 per sqm in 2000 to A749 per sqm in 2005,(9)
representing an average annual growth rate of 6.3%. The Company believes that the market value of
Italian industrial real estate will continue to grow.
Lease structures are typically standardised for Italian industrial properties. A typical lease has a six year
term, with an additional six year renewal option exercisable at the sole discretion of the tenant. Break
options in contracts are subject to negotiation. Service charges are commonly paid by tenants, while
extraordinary structural repairs are customarily paid by the landlord. Leases typically include an indexation
clause whereby annual adjustments to rents are set at no more than 75% of the consumer price index.(10)
Property taxes are paid by owners, whereas tenants are usually responsible for general insurance in the
case of double net leases.
4.4 Competition
The Italian light industrial and logistics real estate investment and development market is currently
characterised by a few specialised investors, predominantly focused on the logistics market, such as
Prologis, Aareal and AIG Lincoln.
Most companies primarily focus on the development sector, investing largely on a short term basis, in
order to sell assets as soon as development is completed. The most prominent developers active in the
Italian market are Vailog, Nexity, Generali Properties, Eurinpro and Avioport.(11)
There are also a number of local developers active in the development of the industrial real estate sector in
Italy.(12) Despite these factors, the Fund Manager believes that the existence of a large network of small
and medium-size enterprises can potentially favour the future development of the multi-let industrial real
estate sector.
The Company believes that it is currently the sole specialised player in the Italian light industrial and
logistics real estate market with competitive advantages to cover all the services of the industrial and
logistics real estate value chain.
(8)
DTZ Money into Property, 2006.
(9)
Nomisma, March 2006.
(10)
ISTAT, 2006.
(11)
Scenari Immobiliari, May 2006.
(12)
Eurostat, 2006.
42
5.
HISTORY
The structure and assets of the Company and the Fund, upon the acquisition of the Additional Portfolio
following Admission, will be the result of a series of corporate transactions as depicted and described
below. The following simplified diagram shows the initial ownership structure of the assets included in the
Initial Portfolio and the Additional Portfolio prior to the reorganisation described below.
Initial Portfolio
Additional Portfolio
Cypress Grove (1)
Pirelli RE
100%
Pirelli RE Netherlands BV
Moabar BV
35%
Soros Real Estate
Investors
75%
Pirelli RE
100%
25%
65%
100%
Spazio
Investment NV
Rohaco BV
Spazio Industriale
Fund
Spazio Industriale BV
25%
75%
27%
Induxia Srl
Telecom Italia, Pasini, Pavia,
Spazio
Industriale 1 Srl
Spazio
Industriale 2 Srl
Spazio
Industriale 3 Srl
Tivoli, Eastgate Park
Edificio 16
Enel
Prada
11OCT200619253787
9OCT200620431676
(1) Acting through its subsidiaries
Spazio Industriale II B.V.
In November 2005, Cypress Grove (through its subsidiaries) and Pirelli RE established Spazio
Industriale II B.V., as ultimate holding company of a fund to invest in light industrial and logistics real
estate assets located mainly in Italy. The units of the Fund are held by Spazio Industriale Investments I
B.V.
By a resolution of 3 October 2006, the shareholders of Spazio Industriale II B.V., Cypress Grove (through
certain subsidiaries) and Pirelli RE, resolved to de-merge Spazio Industriale II B.V. into Pirelli RE
Netherlands B.V., wholly-owned by Pirelli RE, and Moabar B.V., majority owned by Cypress Grove
through its subsidiaries. The de-merger took place by a notarial deed on 3 October 2006 with effect from
4 October 2006.
By a resolution of 2 October 2006, the shareholders of the Company resolved to change the form of the
Company into a public company with limited liability and to change the name of the Company from Spazio
Industriale Investments I B.V. to Spazio Investment N.V.. The change of form and name took place by a
notarial deed of conversion and amendment just prior to Admission.
The Fund
The Fund, denominated as ‘‘Spazio Industriale—Fondo Comune di Investimento Immobiliare di Tipo
Chiuso’’, was established as a speculative closed-end fund on 28 December 2005. Since its inception, the
Fund has been managed by Pirelli RE Opportunities SGR, a direct subsidiary of Pirelli RE specialising in
the management of speculative funds, and has had its property management, project management and
agency services provided by three other direct subsidiaries of Pirelli RE. As of Admission, the Fund will be
managed by the Fund Manager.
On 29 December 2005, Olivetti Multiservices S.p.A. (‘‘OMS’’), a wholly owned subsidiary of Telecom
Italia, contributed a portfolio of 246 mixed use telephone exchange properties to the Fund. A second
tranche of 120 properties was contributed by OMS on 30 March 2006 and a third tranche of 54 properties
was contributed by OMS on 26 June 2006. The estimated market value for all of the 420 properties was
A375.6 million as of 30 June 2006 based on the CBRE Valuation Report and derived from the Historical
Combined Financial Information of the Group as at 30 June 2006.
On 30 December 2005, the Fund purchased land for a logistics/industrial development project from
Portolegno S.a.s. di Iniziative Immobiliari 3 S.r.l., which is located at Portogruaro and Fossalta di
Portogruaro (Province of Venice). The estimated market value was A45 million as of 30 June 2006 based on
the CBRE Valuation Report.
43
On 31 January 2006, the Fund acquired a logistics real estate complex comprising 7 warehouses and 2
office buildings from Vailog Valtidone Immobiliare Logistica S.r.l. This complex is located in Pavia. The
estimated market value was A23.7 million as of 30 June 2006 based on the CBRE Valuation Report and
derived from the Historical Combined Financial Information of the Group as at 30 June 2006.
On 23 March 2006, the Fund purchased three light industrial buildings from Centro Edison S.p.A., part of
the Pasini Group, a prominent Italian development company. The buildings are part of a real estate
complex located in Sesto San Giovanni (Milan). The estimated market value was A16.6 million as of
30 June 2006 based on the CBRE Valuation Report and derived from the Historical Combined Financial
Information of the Group as at 30 June 2006.
On 24 March 2006, the Fund acquired a logistics/distribution building from Pace Immobiliare S.p.A. This
building is located at Bagni di Tivoli (Rome). The estimated market value was A12.8 million as of 30 June
2006 based on the CBRE Valuation Report and derived from the Historical Combined Financial
Information of the Group as at 30 June 2006.
In order to align the structure and legal form of the Fund with its investment strategy and financial
structure, on 10 May 2006 Pirelli RE Opportunities SGR and the Fund Manager submitted a joint
application to the Bank of Italy for an amendment to the Fund Rules to convert the Fund from a
speculative fund to an ordinary fund and for the change, upon conversion of the Fund, of the fund
manager. On 22 August 2006 the Bank of Italy granted its approval. In compliance with the authorisation
of the Bank of Italy and pursuant to the arrangements entered into between the Initial Fund Manager and
the Fund Manager, the conversion of the Fund to an ordinary fund and the transfer of the management of
the Fund to the Fund Manager will be effective as of Admission.
Spazio Industriale B.V.
In July 2002, Soros Real Estate Investors C.V. (‘‘SREI’’) and its subsidiaries and Pirelli RE established
Spazio Industriale B.V., a joint venture holding company of three Italian special purpose vehicles (Spazio
Industriale 1 S.r.l., Spazio Industriale 2 S.r.l. and Spazio Industriale 3 S.r.l.), for the purpose of investing in
the Italian light industrial and logistics real estate sectors. SREI and Cypress Grove are both managed by
affiliates of Grove International Partners LLP. Pirelli RE Group provides asset management, property
management, project management and agency services for the properties acquired by these special
purpose vehicles.
In June 2003, Spazio Industriale 1 S.r.l. purchased an industrial building located in Milan Bicocca, Viale
Sarca 336 called ‘‘Edificio 16’’ from Progetto Bicocca Esplanade S.p.A, a company belonging to the Pirelli
RE Group. In addition, Spazio Industriale B.V. acquired a 27% interest in Induxia S.r.l, a company owned
by AEDES S.p.A., Pirelli RE and Banca Antoniana Popolare Veneta S.p.A., which owns a real estate
development project managed by Pirelli RE Group. Spazio Industriale B.V.’s interest in Induxia S.r.l. will
not be transferred to the Fund.
In September 2004, Spazio Industriale 2 S.r.l. purchased 27 light industrial assets from New Real
(a consortium between Deutsche Bank Real Estate Opportunities Group and Ixis), leased to Enel Group,
Wind Telecomunicazioni S.p.A., the Italian National Social Security Institute (‘‘INPS’’) and Prima
Comunicazioni S.p.A.
In January 2005, Spazio Industriale 3 S.r.l. acquired 7 light industrial assets from Prada S.p.A. in a sale and
lease-back transaction.
Structure Upon Admission
On 12 October 2006, the Fund Manager, on behalf of the Fund, entered into a binding agreement, subject
to Admission, for the acquisition of the Additional Portfolio from Spazio Industriale 1 S.r.l., Spazio
Industriale 2 S.r.l. and Spazio Industriale 3 S.r.l. for a total consideration of A205.2 million equal to the
market value as of 30 June 2006 as described in the CBRE Valuation Report. The acquisition of the
Additional Portfolio will be financed with a portion of the proceeds from the Offer and the New Medium
Term Facilities. See paragraphs 7 and 8—‘‘Use of Proceeds’’ and ‘‘Financing’’ below.
44
The following diagram shows the simplified structure of the Company and the Fund immediately following
Admission and the acquisition of the Additional Portfolio (assuming no exercise of the Over-allotment
Option).
Pirelli RE
Cypress Grove
100%
Pirelli RE Netherlands BV
95%
Moabar BV (1)
11.5%
9.9%
Investors
78.6%
Spazio
Investment NV
Fund
Spazio Industriale
Telecom Italia,
Pasini, Pavia, Tivoli,
Eastgate Park, Prada,
Enel, Edificio 16
12OCT200619580261
(1) Pirelli RE Netherlands B.V. is the holder of preferred shares in Moabar B.V. comprising at least 5% of its issued nominal share
capital.
6.
PORTFOLIO
The real estate assets included in the Portfolio are all located in Italy, the majority of which consist of
income producing rental properties with long-term quality tenants. The Portfolio also includes conversion
properties and two well positioned development projects.
For a detailed description of the Initial Portfolio, the Additional Portfolio and the Company’s expected
pipeline, see Part IV—‘‘Portfolio’’.
7.
USE OF PROCEEDS
The Company expects the net proceeds from this Offer payable to the Company, after deducting
underwriting discounts and commissions and estimated Offer expenses, to be approximately A242.5 million.
The net proceeds from this Offer, together with the resources available to the Fund under its New Medium
Term Facilities will be used to fund the acquisition by the Fund of the Additional Portfolio and financing
costs, to refinance and pay down existing debt on the Portfolio, to finance capital expenditures and
completion of the Fund’s development projects, to make further acquisitions by the Fund over the near
term and for general corporate purposes. See Part IV—‘‘Portfolio’’ for information regarding the
Additional Portfolio, development projects and acquisition opportunities.
45
The following table sets out the sources and uses of funds that are expected to be available to the Company
and the Fund after this Offer and the entry into of the New Medium Term Facilities:
Source of Funds
Net proceeds to the Company
from Offer . . . . . . . . . . . .
Incremental borrowings
under New Medium Term
Facilities to finance the
Additional Portfolio . . . . .
Amount Committed
or Available
Capital Commitments
E242.5 million(13)
E120.7 million(15)
Capital Required
Purchase of Additional
Portfolio
E246.3 million(14)
Refinance and pay down
indebtedness on Initial
Portfolio
E51.1 million(16)
Net proceeds for future
development, acquisition
opportunities and general
corporate purposes
E65.8 million(17)
Financing
All existing indebtedness of the Company will be repaid upon Admission and closing of the Offer with the
proceeds of the Offer to the Company and the proceeds of certain refinancing agreements described
below.
8.
FINANCING
All existing indebtedness of the Fund will be repaid upon Admission and closing of the Offer using the
proceeds of the Offer to the Company and the proceeds of certain financing agreements described below.
(1) Income Producing Facility Agreement
On 26 September 2006, Natexis Milan, Natexis Banques, Banca di Roma, M.C.C., Banco di Sicilia and
Banca Intesa entered into a senior loan agreement with the Fund, as borrower, pursuant to which the
lenders will make available to the Fund an aggregate principal amount of up to A530,967,703 to be
borrowed under the following facilities:
• a term facility, to be advanced in several tranches, for the purposes of, partially: (i) financing the
acquisition of the Enel portfolio, the Prada portfolio and the Pasini office building; and
(ii) refinancing certain existing indebtedness. The term facility will bear interest at a variable rate of
EURIBOR plus 0.8% per annum;
• a revolving facility to finance the acquisition costs of future real estate properties that may be
purchased by the Fund. The revolving facility will bear interest at a variable rate of EURIBOR plus
1% per annum; and
• a VAT facility to be advanced in several tranches for the purposes of partially: (i) refinancing the
equity injection made by unitholders to finance VAT payments; (ii) repaying certain indebtedness
under an existing VAT facility; and (iii) financing the VAT payable in relation to the purchase price
and relevant acquisition costs of the Pasini office building. The VAT facility will bear interest at a
variable rate of EURIBOR plus 0.8% per annum.
Each facility will have interest periods of 1 or 3 months, as selected by the Fund.
(13)
Gross proceeds expected to be equal to A256 million—the amount represented is net of issuance and closing costs estimated at
approximately A13.5 million.
(14)
Including VAT on acquisition.
(15)
Net of up-front fee estimated at approximately A3.1 million.
(16)
Net of up-front fee estimated at approximately A5.2 million.
(17)
Excluding financial effect of hedging strategy.
46
The final maturity date of the term facility and the VAT facility will be the date that falls on the seventh
anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary (the ‘‘final
maturity date’’). The advances under the revolving facility will be repaid on the expiry of the 12 month
period starting from the date of such advance under each loan and in any event no later than the final
maturity date.
The agreement contains representations and warranties as are customary for this type of agreement, such
as status, power and authority, no default, authorisations, financial statements, title, and tax. As regards
environmental matters (except in respect of Pasini office building), representations and covenants on
compliance with laws, permits, unbudgeted expenditures, pollution or asbestos are subject to a threshold.
Such threshold is triggered, amongst other things, if (i) the event covered by the representation or
covenant were to produce an adverse effect on the value of the Portfolio so that the open market value of
the portfolio would be reduced by 4% or more (taking into account insurance proceeds and indemnities
received or to be received by the borrowers from insurance companies or OMS or the Sellers and subject
to mandatory prepayment provisions on indemnities); or (ii) a liability in excess of A4,000,000 is incurred to
any third party as a consequence of any environmental contamination. In addition, representations and
covenants on environmental matters relating to the Telecom Portfolio are subject to additional conditions,
including that any environmental liability is not indemnified by the seller of that portfolio and/or OMS—or
there is not evidence satisfactory to the Lenders that it will be indemnified—within 90 days.
Covenants include financial covenants requiring that the Fund maintains a specified loan to value ratio,
prospective loan to value ratio and interest service coverage ratios. Breach of these covenants on a test
date will lead to an automatic cash sweep of funds into a reserve account. If more than one breach occurs
in a year, or if the relevant ratio is materially breached, an event of default is triggered. General covenants
include, inter alia, covenants restricting the ability of the Fund to (i) create or permit to exist any
encumbrances over the portfolio financed through these facilities; (ii) dispose of any of its assets, incur
further indebtedness other than in accordance with the terms and conditions of the loan agreement;
(iii) change its business, merge or consolidate with or into any other entity; (iv) make any loan in favour of
third parties; and (v) repay any units and distribute any funds.
Mandatory prepayment is triggered by, inter alia, change of control or replacement of the Fund Manager
(except for replacement for cause or by another fund manager controlled by Pirelli RE), disposal of any
property covered by the facility or change in income or net tax regime to which the Fund is subject, where
such change affects the ability of the Fund to meet its obligations towards the lenders. In addition,
mandatory prepayment is triggered for indemnities received, inter alia, from OMS or the sellers of assets
acquired by the Fund, unless, if so authorised by the Facility Agent (as defined therein), such proceeds are
utilised to cure the circumstance in respect of which the indemnity was paid relating to the affected
property within 60 days from receipt of the indemnity.
The agreement contains conditions precedent customary for this type of agreement, including absence of a
default, accuracy of the representations at Admission, and documentary conditions precedent. The first
draw down of the facilities is subject to the following conditions: (i) confirmation that the shares of the
Company have been admitted to trading on AIM; (ii) the absence of major default (i.e. an event of default
in relation to: effectiveness of the transaction documents and the Fund documents, early liquidation of the
Fund, insolvency or major creditor process); and (iii) evidence that sufficient amounts will be available to
the Fund, taking into account the proceeds of the Offer made available to it, to purchase the Additional
Portfolio and to refinance and pay down the indebtedness incurred by the Fund in connection with the
transfer of the Initial Portfolio.
The Income Producing Facility includes a tranche that will be made available to the Fund on or before
31 December 2006, to refinance the short term indebtedness assumed by the Fund as a consequence of the
Telecom Italia Fourth Tranche portfolio being contributed to it.
The loans will be secured, inter alia, by mortgages over properties pertaining to the relevant Portfolio, an
undertaking to grant mortgages over future properties (which becomes effective only if an event of default
occurs) a pledge over bank accounts, assignment by way of security over any receivables, claims or
proceeds deriving from certain agreements, including lease agreements and insurance policies.
(2) Edificio 16 Facility Agreement
47
lenders will make available to the Fund an aggregate principal amount up to A27,200,000.00 to be
• a term facility, to be advanced in 2 tranches, with the purpose of partially financing the acquisition
of Edificio 16 and the refurbishment costs of the related development program. The term facility
will bear interest at a variable rate of EURIBOR plus 0.8% per annum; and
• a VAT facility to be advanced in 2 tranches, with the purposes of partially (i) refinancing the equity
injection made by the unitholders of the Fund to finance the VAT payable on the development
costs; and (ii) financing the VAT payable on the acquisition costs. The VAT facility will bear interest
at a variable rate of EURIBOR plus 0.8% per annum.
Each facility will have successive interest periods of 1 or 3 months, as selected by the Fund.
anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary.
The loan agreement contains financial covenants requiring the Fund to maintain a specified loan to value
ratio and, once the relevant properties have started to produce income, an interest service coverage ratio.
Breach of interest service coverage ratios on a test date will lead to an automatic cash sweep of funds into a
reserve account. If more than one breach occurs in a year, or if the relevant ratio is materially breached, an
event of default is triggered. The agreement, inter alia, also contains general covenants restricting the
ability of the Fund to: (i) create or permit to exist any encumbrances over the properties financed through
this facility; (ii) dispose of any of its assets; (iii) incur further financial indebtedness other than in
accordance with the terms and conditions of the loan agreement; (iv) change its business; (v) merge or
consolidate with or into any other entity; (vi) make any loan in favour of third parties; and (vii) repay units
and distribute funds.
The agreement also provides for mandatory prepayment in the event of, inter alia, change of control or
replacement of the Fund Manager (except for replacement for cause or by another fund manager
controlled by Pirelli RE), disposal of any property covered by the facility or change in income or net tax
regime to which the Fund is subject, only if such change affects the ability of the Fund to meet its
obligations towards the lenders.
The loans will be secured, inter alia, with mortgages over the Edificio 16 properties, pledges over bank
accounts, assignment by way of security of the receivables deriving from certain agreements, including
lease agreements, insurance policies and development contracts.
The agreement contains usual representations and warranties including, status, power and authority, no
default, financial statements, title, reports and information, property-related matters, tax, management
agreements, environmental, and planning.
draw down is subject to the following conditions precedent: (i) confirmation that the shares of the
Company have been admitted to trading on AIM; (ii) the absence of major default (i.e. an event of default
in relation to effectiveness of the transaction documents and the Fund documents, early liquidation of the
Fund, insolvency or major creditor process); and (iii) evidence that the Fund will have sufficient resources
to purchase the Edificio 16 building.
(3) Eastgate Park Facility Agreement
lenders will make available to the Fund an aggregate principal amount of up to A226,000,000 to be
• a term facility, to be advanced in 5 tranches, with the purposes of, inter alia, partially: (i) refinancing
certain existing indebtedness; (ii) financing the acquisition costs for the purchase of further
segments of land in the Eastgate Park development area (the ‘‘Future Eastgate Park Properties’’);
(iii) financing the urbanisation costs related to the acquired property and financing the
development costs related to the urbanisation, light industrial, logistics development and
construction of any buildings or group of buildings erected on Eastgate Park; and (iv) crediting an
escrow account for the issuance of bank guarantees in connection with the carrying out of the
urbanisation works. The term facility will bear interest at a variable rate of EURIBOR plus a
margin in a range of 0.5 to 1.5% per annum, depending on the tranches; and
48
• a VAT facility to be advanced in 2 tranches, with the purposes of partially (i) refinancing the equity
injection made by the unitholders of the Fund; (ii) repaying the VAT facility under certain bridge
term loans; and (iii) financing the VAT payable on development costs and acquisition costs for the
Future Eastgate Park Properties. The VAT facility will bear interest at a variable rate of EURIBOR
plus 0.8% per annum.
anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary.
The loan agreement contains financial covenants requiring that the Fund maintains a specified loan to
value ratio and interest service coverage ratios. Breach of the interest service coverage ratio on a test date
will lead to an automatic cash sweep of funds into a reserve account. If more than one breach occurs in a
year, or if the relevant ratio is materially breached, this will trigger an event of default. General covenants
include covenants that restrict the ability of the Fund to (i) create or permit to subsist any encumbrances
over the properties financed through these facilities; (ii) dispose of any its assets and incur further
indebtedness other than in accordance with the terms or conditions of the loan agreement; (iii) change its
business, merge or consolidate with or into any other entity; (iv) make any loan in favour of third parties;
and (v) repay units and distribute funds.
The agreement also provides for mandatory prepayment in the event of, inter alia, change of control or
replacement of the Fund Manager (except for replacement for cause or by another fund manager
controlled by Pirelli RE), disposal of any property covered by the facility or change in income or net tax
regime to which the Fund is subject, only if such change affects the ability of the Fund to meet its
The loans will be secured, inter alia, with mortgages over the Eastgate Park properties, pledge over bank
accounts, assignment by way of security of the receivables deriving from certain agreements, including
lease agreements, insurance policies and development contracts.
The agreement contains usual representations and warranties including, status, powers and authority, no
default, financial statements, title, reports and information, property-related matters, tax, management
agreements, environmental and planning.
draw down is subject to the following conditions: (i) confirmation that the Shares of the Company have
been admitted to trading on AIM; (ii) the absence of major default (i.e. an event of default in relation to:
effectiveness of the transaction documents and the Fund documents, early liquidation of the Fund,
insolvency or major creditor process), and (iii) evidence that sufficient amounts will be available to the
Fund, taking into account the proceeds of the Offer made available to it, to pay down the indebtedness
incurred by the Fund in connection with the acquisition of the Eastgate Park Portfolio.
(4) Intercreditor Agreement
An Intercreditor Agreement was entered into on 9 October 2006 between the Fund, the Fund Manager
and the Lenders with a view to regulating their respective claims as to payments, subordination and
priority between them, and setting forth certain provisions that shall apply to any financing arrangements
(or other arrangements) to be put in place in connection with the existing portfolios and any future
portfolio.
In particular the Intercreditor Agreement provides that each lender shall enforce its rights exclusively on
the assets of the portfolio that have been purchased with the facilities it disbursed (the ‘‘Relevant
Portfolio’’) and the proceeds arising out of, or by any means generated by, such Relevant Portfolio.
The Intercreditor Agreement further provides that a default under a Relevant Portfolio (for example
Edificio 16) shall not cause a default in relation to the other portfolios of the Fund (for example, Eastgate
Park or the Income Producing Portfolios).
Further indebtedness may be incurred by the Fund on the condition that the future lenders agree to be
party to the Intercreditor Agreement and to be bound by the provisions set forth therein.
49
9.
HEDGING STRATEGY
It is the intention of the Fund Manager to enter, on or about the date of the drawdown of the New
Medium Term Facilities, into certain hedging arrangement on behalf of the Fund in order to cover the risk
of interest rate fluctuations in line with the hedging strategy plan agreed with the lenders. Such hedging
strategy plan provides that hedging agreements covering at least 80% of the notional outstanding principal
amount under the New Medium Facilities from time to time will be implemented by the Fund through a
collar instrument structure to limit the interest rate on the New Medium Term Facilities with a cap not
higher than 5.0%.
10. TAX EFFICIENCY
10.1 Tax regime of the Fund
Under Italian law, the Fund is not subject to income taxes or Regional Tax on Productive Activities
(IRAP).
No withholding taxes apply on income payments received by the Fund, except for the following:
• the 12.5% or 27% withholding tax on interest and other proceeds deriving from bonds other than
those issued by banks, companies whose shares are listed on Italian regulated markets and public
economic entities whose legal form has been changed into companies with capital divided into
shares; and
• the 27% withholding tax on proceeds deriving from atypical securities issued by resident and non
resident entities.
10.2 Tax regime of periodical proceeds and capital gains on disposal of the Units held by the Company
On proceeds periodically distributed by the Fund to the Company, as well as on the difference between the
amount paid by the Fund upon redemption of the Units and their subscription or purchase price, the Fund
Manager does not apply the 12.5% withholding tax generally applicable to Italian tax resident unit-holders,
provided that an appropriate self-declaration is submitted by the Company, as the Unitholder of the Fund,
attesting to: (i) its status as beneficial owner of the stream of income derived by the Fund; and (ii) its status
as resident for tax purposes in a country that recognises the Italian fiscal authorities’ right to an adequate
exchange of information (i.e., a country listed in the so-called white list, pursuant to Ministerial Decree
4 September 1996, as subsequently amended). The Netherlands is a country included in the so-called
white list.
Capital gains realised upon disposal of the Units by the Company are not subject to tax in Italy because the
Company is a resident of a country included in the so-called white list.
10.3 VAT Regime of real estate transactions of the Fund
The sale of non residential buildings by and to the Fund is VAT exempt, except in the following cases:
(a) sales to VAT taxable persons carrying out exclusively or mainly activities with a right to deduction
in a percentage equal to or lower than 25%;
(b) sales to non-VAT taxable persons; and
(c) sales made by the Fund for which it exercises the option to apply VAT.
The sale of non-residential buildings is also subject to registration tax and cadastral tax (imposta catastale)
and mortgage taxes (‘‘transfer taxes’’). Transfer taxes cannot be recovered by the buyer, but increase the
tax base of the asset for income tax purposes. The sale of non-residential buildings by the Fund is subject to
the following transfer taxes:
• in case of VAT exempt sales, registration tax in the fixed amount of A168 and cadastral tax (imposta
catastale) and mortage taxes at the aggregate rate of 2% (provided that the sale occurs on or after
1 October 2006); and
• in case of sales that are taxable for VAT purposes, registration tax in the fixed amount of A168, and
cadastral tax (imposta catastale) and mortgage taxes at the aggregate rate of 2% (provided that the
sale occurs on or after 1 October 2006).
50
The leasing of non-residential buildings by the Fund will be VAT exempt, except in the following cases:
(a) the lessee is a VAT taxable person carrying out exclusively or mainly activities with a right to
deduction in a percentage equal to or lower than 25%;
(b) the lessee is a non-VAT taxable person; or
(c) the Fund exercises the option to apply VAT in the lease contract.
Leasing of non-residential buildings, both exempt and taxable for VAT purposes, is subject to yearly
registration tax at the rate of 1% on the annual rent. Subject to the lease contract already in place, this
amount shall be paid in equal shares by the tenant and owner.
Contributions in kind to the Fund of a portfolio primarily composed of rent assets do not incur VAT;
registration and transfer taxes are in the fixed amount of A168.
10.4 Tax Regime of the Company
Classification of the Fund as a transparent entity
The Fund is treated as a transparent entity for Dutch corporate income tax purposes. Consequently, based
on the principle of full transparency, the Company should be considered to have a direct entitlement to the
assets, liabilities and income of the Fund.
Corporate income tax position of the Company
The Company, as resident taxpayer pursuant to article 2, paragraph 1(a) in conjunction with article 2,
paragraph 4, of the Dutch Corporation Tax Act 1969 (Wet op de vennootschapsbelasting 1969), is subject to
Dutch corporate income tax with respect to its worldwide income at the marginal tax rate (29.6% in 2006).
The Company’s taxable profits are determined according to Dutch tax law principles.
Based on the principle of tax transparency, the worldwide income of the Company also includes the
income (i.e., ordinary proceeds and capital gains) realised by the Fund derived from the real estate situated
in Italy.
According to article 6 and article 13, paragraph 1 of the Italy—Netherlands Tax Treaty, Italy is entitled to
tax the income (including capital gains) derived from real estate situated in Italy. According to article 24,
paragraph 2 of the Italy-Netherlands Tax Treaty, The Netherlands should exempt such income from Dutch
corporate income tax.
Assuming that the Company only realises taxable income derived from real estate situated in Italy, a full
exemption from Dutch corporate income tax should be available pursuant to the exemption method used
by The Netherlands.
Based on the principle of tax transparency, the Company is directly entitled to the assets and liabilities of
the Fund. On the basis thereof, any periodic distribution or any other distribution by the Fund to the
Company does not constitute taxable income of the Company, and is therefore not relevant for Dutch
corporate income tax purposes.
Taxation of the holders of Ordinary Shares
For a full description of the taxation regime applicable to holders of the Ordinary Shares, see paragraph 8
of Part VIII of this admission document.
VAT regime of the Company
The only activity of the Company is expected to be holding the Units and therefore the Company should
not qualify as taxpayer for VAT purposes. Consequently, it is expected that the Company will not be able to
obtain a refund for any VAT charged to it.
11. DIVIDENDS AND DIVIDEND POLICY
The Company expects to pay dividends twice yearly on an interim and final basis, representing in the
aggregate approximately 100% of the profits available for distribution (to the extent of available cash) in
any given year. There can be no guarantee as to the amount of any dividend payable by the Company,
which will depend on a number of factors, including economic conditions, the Company’s performance and
51
the Company’s prospects and alternative investment opportunities. See ‘‘Risk Factors’’ in Part I of this
admission document.
To the extent that opportunities exist that the Company believes are consistent with its investment criteria,
the Company may reinvest proceeds received following the sale of assets held by the Company or the
Fund. It is expected that the first dividend distribution will take place on or around April 2007 on the basis
of the results as of 31 December 2006 (subject to profits being available for distribution).
For a discussion of the material Dutch, Italian and US income tax provisions regarding the taxation of
dividends on the Ordinary Shares, see paragraph 8 of Part VIII of this admission document.
12. ACCOUNTING AND VALUATION POLICY
The Company’s Historical Combined Financial Information will be prepared in accordance with IFRS and
reported in Euros. IFRS differs in certain significant respects from US GAAP. This admission document
does not contain a reconciliation of the Company’s Historical Combined Financial Information to US
GAAP, and no assurance can be given that such a reconciliation would not reveal material differences.
The Directors have decided that they will adopt the option that exists within IFRS to carry investment
property at its fair value as permitted by IAS 40 and the land for development with the aim to be disposed
of in the ordinary course of business at the lower of cost and net realisable value in accordance with IAS 2.
After the initial recognition at acquisition cost, the gain or loss arising from a change in the fair value of
the real estate investment property shall be recognised as profit or loss of the accounting period in which it
arises.
The accounting policies adopted by the Company are set out in Part VI of this admission document.
13. CREST AND DEPOSITORY INTERESTS
CREST is a paperless settlement procedure enabling securities to be transferred otherwise than by written
instrument. CRESTCo is unable to take responsibility for the electronic settlement of shares issued by
non-UK companies in certain jurisdictions, including The Netherlands.
Depository Interests allow registered stock to be dematerialised and settled electronically. The registered
shares are transferred to a nominee company which then issues Depository Interests to the CREST
accounts of individual shareholders on a one-for-one basis and provides the necessary custodial service.
Depository Interests can then be traded and settled within the CREST system in the same way as any other
CREST stock.
The Company, through Capita IRG Trustees Limited, has established a depository interest facility
pursuant to which Depository Interests representing Ordinary Shares will be issued, allowing Shareholders
to hold their Ordinary Shares in dematerialised form. It is expected that Ordinary Shares allocated to
Investors pursuant to the Offer will be delivered in dematerialised form represented by Depository
Interests. Shareholders may elect to receive Ordinary Shares in registered uncertificated form.
The Company will apply for the Depository Interests to be admitted to CREST with effect from
Admission.
For more information concerning CREST, shareholders should contact their brokers or CRESTCo at
33 Cannon Street, London EC4M 5SB. See paragraph 12 in Part VIII of this document for additional
information.
Trading in Depository Interests on AIM will require shareholders to deal through a stockbroker or other
intermediary who is a member of the London Stock Exchange. Shareholders resident outside the UK
should ensure that their stockbroker is either a member of the London Stock Exchange or has in place
arrangements allowing them to effect trades on AIM or (in the case of Depository Interests) CREST.
Shareholders who elect to hold their Ordinary Shares in uncertificated form through the Depository
Interest facility will be bound by a Deed Poll, the terms of which are summarised in paragraph 12 of
Part VIII. In such case, the Company’s share register will show the nominee company, Capita IRG
Trustees Limited, as the holder of the Ordinary Shares, but the beneficial interest will be with the
Depository Interest holder who continues to receive the rights attaching to the Ordinary Shares as he or
she would have done had he or she elected to hold shares in registered form. Depository Interest holders
can convert their Ordinary Shares into registered form (instead of dematerialised form) at any time and
52
such shareholding will be evidenced by the entry of the shareholder’s name into the register of members. A
share certificate will not be issued. Such a transfer will, however, require the execution of a notarial deed in
The Netherlands and the associated costs may exceed A750.
Stamp duty or stamp duty reserve tax considerations in relation to Depository Interests are set out in
paragraph 8.3 of Part VIII. It is anticipated that permission will be given for the holding and settling of
Depositary Interests in respect of the Company through CREST with effect from the date of Admission.
Depository Interests will have the same international security identification number (‘‘ISIN’’) as the
underlying Ordinary Shares and will not require a separate application for admission to trading on AIM.
Further details of the depositary arrangements are set out in paragraph 12 of Part VIII of the admission
document.
14. DETAILS OF THE OFFER AND ADMISSION
The Company is issuing 20,480,000 Offer Shares and Moabar is offering 3,482,480 Offer Shares by way of
the Offer to certain institutional and professional investors in the UK and elsewhere outside the US in
reliance on Regulation S under the Securities Act, and to QIBs in the US in reliance on Rule 144A under
the Securities Act.
The minimum amount for which a subscription of Offer Shares may be made is A50,000.
Pursuant to the Offer, the Company expects to receive net proceeds (after underwriting commissions and
estimated offering expenses) of approximately A242.5 million from the subscription of new Offer Shares.
Pursuant to the Offer, Moabar expects to receive net proceeds (after underwriting commissions and
estimated offering expenses and excluding the exercise of the Over-allotment Option) of approximately
A42.4 million from the sale of Existing Ordinary Shares. The Company will not receive any proceeds from
the sale of the Existing Ordinary Shares to be sold by Moabar.
In connection with the Offer and subject to and conditional upon (i) the Offer Price being no less than A14,
and (ii) Pirelli RE Netherlands B.V.’s holding in the Company being diluted to not less than 10% after
giving effect to the Over-allotment Option, Moabar and Pirelli RE Netherlands B.V. have granted
Deutsche Bank, on behalf of the Underwriters, the Over-allotment Option exercisable at any time up to
30 days after the announcement of the Offer Price which will require them to sell in aggregate up to 5% of
the number of Ordinary Shares in the Company immediately after Admission to cover over-allotments (if
any) made in connection with the Offer and to cover short positions resulting from stabilisation
transactions.
The Offer is conditional upon Admission becoming effective and on the Underwriting Agreement
becoming unconditional and not having been terminated in accordance with its terms. It is expected that
Admission will take place and unconditional dealings in the Ordinary Shares will commence on AIM at
8.00 a.m. (London time) on 18 October 2006. Prior to Admission, it is expected that dealings in the
Ordinary Shares will commence on a conditional basis on 13 October 2006. These dates and times are
subject to change.
15. LOCK-UP AND ORDERLY MARKET ARRANGEMENTS
The Company has agreed not to issue, offer, sell, contract to sell, grant options over or otherwise dispose
of Ordinary Shares, or enter into any financial product or security whose value is determined by reference
to the price of the Ordinary Shares or announce any intention to do so subject to certain customary
exceptions for a period of 180 days following Admission without the prior written consent of the Joint
Global Co-ordinators (such consent not to be unreasonably withheld or delayed).
Moabar B.V. has agreed not to offer, sell, contract to sell, grant options over, pledge or mortgage Ordinary
Shares or enter into any financial product or security whose value is determined by reference to the price
of the Ordinary Shares or otherwise dispose of Ordinary Shares or announce its intention or mandate any
third party to do so for a period of 180 days after Admission without the prior written consent of the Joint
Global Co-ordinators (such consent not to be unreasonably withheld or delayed). In addition to customary
exceptions to the lock-up, Moabar B.V. is permitted to issue and/or sell to certain persons (including,
without limitation, to group companies and affiliates of Moabar B.V. and members of the Pirelli RE
53
Group) securities that are referenced to the price of the Ordinary Shares in connection with the
reoganisation of Spazio Industriale II B.V.
In addition and subject to certain customary exceptions, Pirelli RE Netherlands B.V. has agreed not to
offer, sell, contract to sell, grant options over, pledge or mortgage Ordinary Shares or enter into any
financial product or security whose value is determined by reference to the price of the Ordinary Shares or
otherwise dispose of Ordinary Shares or announce its intention or mandate any third party to do so for a
period of twelve months from the date of Admission without the prior written consent of the Joint Global
Co-ordinators (such consent not to be unreasonably withheld or delayed).
Furthermore, Pirelli RE Netherlands B.V. has undertaken to the Company that (subject to certain
customary exceptions) for so long as a direct or indirect subsidiary of Pirelli RE provides either corporate
management services to the Company or manages the Fund, Pirelli RE Netherlands B.V. will not dispose
of the Ordinary Shares held by it on Admission (other than any Ordinary Shares to be sold by it in the
event the Over-allotment Option is exercised) and that, furthermore, it will take all steps necessary
(including but not limited to subscribing for and/or purchasing Ordinary Shares) to ensure that at all times
it holds at least 10% of the entire issued share capital of the Company after the date of Admission.
For as long as a direct or indirect subsidiary of Pirelli RE provides either corporate management services
to the Company or manages the Fund (the ‘‘Promote Lock-up Conditions’’), Ordinary Shares subscribed
for by Pirelli RE Netherlands B.V. pursuant to the holding by Pirelli RE Netherlands B.V. of Preferred
Shares in the Company (‘‘Promote Shares’’) will be subject to a lock-up of 180 days from the date of issue
of such Promote Shares. After expiry of such 180 day period, Pirelli RE Netherlands B.V. shall be entitled
to dispose of such Promote Shares, provided that in each subsequent 180 day period the number of
Promote Shares subject to any such disposal represents not more than 20% of the aggregate issuance of
Promote Shares to Pirelli RE Netherlands B.V. on the immediately preceding Test Date (as defined in the
Articles). If in any such subsequent 180 day period the number of Promote Shares subject to a disposal
represents less than 20% of the aggregate issuance of Promote Shares on the relevant Test Date, Pirelli RE
Netherlands B.V. is entitled to effect a disposal of such Promote Shares in any subsequent 180 day period
and such Promote Shares shall not count towards the calculation of the 20% threshold in any subsequent
180 day period. Further details of the rights attaching to Preferred Shares issued by the Company to
Pirelli RE Netherlands B.V. are set out in paragraph 4.3 of Part VIII and in paragraph 16 of this Part II.
16. RIGHTS ATTACHED TO PREFERRED SHARES
The Articles of Association provide for an incentive payment (the ‘‘Promote’’) to be paid to the holders of
Preferred Shares. Pirelli RE Netherlands B.V. holds all of the Preferred Shares of the Company. The
Promote will be based on the achievement of a semi annually compounded internal rate of return on the
Ordinary Shares (the ‘‘Incentive IRR’’) in excess of 12% (the amount of such excess being the ‘‘Excess
Amount’’) for the period commencing on the closing date of the Offer and ending on 31 December 2008
(the ‘‘First Incentive Measurement Period’’), and for successive three year periods thereafter (the
‘‘Successive Incentive Measurement Periods’’ and, together with the First Incentive Measurement Period,
the ‘‘Measurement Periods’’). The last day of each Measurement Period is referred to as the ‘‘Trigger
Date’’.
The Incentive IRR will be calculated: (a) for the First Incentive Measurement Period, by taking into
account all dividends and distributions payable to holders of Ordinary Shares during such Measurement
Period and the difference, if any, between the weighted average public price of the Ordinary Shares during
the three months ending 31 December 2008 and the Offer Price and (b) for each Successive Incentive
Measurement Period, by taking into account all dividends and distributions payable to holders of Ordinary
Shares during such Measurement Period and the difference, if any, between the weighted average public
price of the Ordinary Shares during the three months ending on the Trigger Date in respect of such
Measurement Period and the weighted average public price of the Ordinary Shares during the three
months ending on the Trigger Date in respect of the immediately preceding Measurement Period.
The number of Ordinary Shares issuable in payment of the Promote in respect of any Measurement Period
shall be that number of Ordinary Shares having a market value (based on the weighted average public
price of the Ordinary Shares for the three months ending on the Trigger Date in respect of such
Measurement Period) equal to the Euro equivalent of 20% of the Excess Amount for that Measurement
Period.
54
If, in respect of any Measurement Period, the dividends and distributions have been insufficent to achieve
an IRR of 12%, in calculating the Promote in respect of the subsequent Measurement Period, the
weighted average public price of the Ordinary Shares during the three months ending on the Trigger Date
in respect of the subsequent Measurement Period shall be reduced by an amount equal to the shortfall.
The same principle applies to any subsequent Measurement Periods.
Any Ordinary Shares so issued to the Corporate Manager will be subject to a lock-up of 180 days from the
date of issue of such Ordinary Shares. Following the expiration of the lock-up period applicable to each
issuance of Ordinary Shares pursuant to the Promote, Pirelli RE Netherlands B.V. will be allowed to sell
such Ordinary Shares not more frequently than every six months in installments each not exceeding 20% of
the aggregate of such issuance of such Ordinary Shares.
If the Preferred Shares are no longer held by a member of the Pirelli RE Group (as referred to in
Section 2:24b of the Dutch Civil Code), such Preferred Shares shall automatically, without any further
action being required, convert from Preferred Shares into Ordinary Shares on a share for share basis
(i.e. one Preferred Share shall be converted into one Ordinary Share).
If the Corporate Management Agreement is terminated by the Company without cause in accordance with
its provisions, the Trigger Date for calculation of the Promote shall be the date of termination of such
appointment and the Preferred Shares shall be repurchased by the Company at par value immediately
after the issue of Ordinary Shares in respect of the final Measurement Period provided, however, that if
prior to such termination the appointment of the Fund Manager is terminated in accordance with the Fund
Rules on grounds of fraud or wilful misconduct, the Corporate Manager will lose its entitlement to the
Promote in respect of the then current Management Period and Pirelli RE Netherlands B.V. shall have no
further entitlement in respect of the Promote. If the Corporate Management Agreement is terminated by
the Company on grounds of fraud or wilful misconduct of the Corporate Manager, the Company shall have
the right to repurchase the Preferred Shares at par value and, following exercise of such right, Pirelli RE
Netherlands B.V. will lose its entitlement to the Promote in respect of the then current Measurement
Period and shall have no further entitlement in respect of the Promote. If the Corporate Management
Agreement is terminated by the Corporate Manager then the Preferred Shares shall be repurchased by the
Company at par value and Pirelli RE Netherlands B.V. will lose its entitlement to the Promote in respect of
the then current Measurement Period and shall have no further entitlement in respect of the Promote.
If at any time the Promote Lock-Up Conditions cease to apply (i.e. members of the Pirelli RE Group no
longer act as Fund Manager and as Corporate Manager), the Preferred Shares shall be repurchased by the
Company at par value and Pirelli RE Netherlands B.V. will lose its entitlement to the Promote in respect of
the then current Measurement Period and shall have no further entitlement in respect of the Promote.
17. RESTRICTIONS ON TRANSFER
Given the fact that, on the date of Admission, the Company’s only asset will be 100% of the units of the
Fund, the subscription by Investors for Ordinary Shares in the Company could be deemed to constitute a
participation by Investors in the performance of the underlying Fund, albeit on an indirect basis.
Accordingly, in order to comply with Italian legal and regulatory requirements regarding the holding of
interests in funds reserved to qualified investors, certain transfer restrictions in respect of Italian resident
Investors have been incorporated into the Articles of Association. Accordingly, the transfer restrictions
contained in the Articles of Association prevent the transfer of Ordinary Shares to persons resident in Italy
and to legal entities whose registered office is in Italy who would not qualify as ‘‘Qualified Investors’’
pursuant to the Fund Rules. The Fund Rules define ‘‘Qualified Investors’’ as:
(i) investment companies, banks, stockbrokers, asset management companies (so called ‘‘Società di
Gestione del Risparmio’’), variable capital investment companies (so called ‘‘Società di
Investimento a Capitale Variabile’’), pension funds, insurance companies, bank group financial
holding companies and entities registered in the lists referred to in Articles 106, 107 and 113 of
Consolidated Banking Act;
(ii) non-Italian persons authorised to carry out, by virtue of regulations in force in their countries of
origin, the same activities carried out by the persons described in (i) above;
(iii) banking institutions; and
(iv) juridical persons and other entities in possession of specific competence and experience in
operations relating to financial instruments. The possession of such specific competence and
55
experience should be expressly declared in writing by the relevant legal representatives of such
juridical persons or other entities.
If an Ordinary Share is acquired or held by or on behalf of a Non-Qualifying Shareholder (as described in
paragraph 4.16 of Part VIII), the voting rights attaching to Ordinary Share shall be suspended and the
holder of that Ordinary Share shall have no right to attend (whether in person or by proxy) any general
meetings of the Company and can be required by the board of directors of the Company to sell and
transfer the relevant Ordinary Share to a designated transferee in accordance with the Articles. As
described in the next paragraph, similar restrictions and compulsory transfer provisions apply to holders of
Depository Interests.
The Deed Poll provides that if Depository Interests are acquired or held by or on behalf of a NonQualifying Shareholder (or a person who would be a Non-Qualifying Shareholder or a person who would
be a Non-Qualifying Shareholder if such person held Ordinary Shares directly), (i) the holder shall be
deemed to have requested the cancellation of its Depository Interests and is obliged to convert its
Ordinary Shares into registered form by completing the transfer procedure set out in the Deed Poll. Such a
transfer procedure requires the execution of a notarial deed in The Netherlands and the costs associated
with this may exceed A750. Once the transfer procedures are completed and the holder becomes the
registered shareholder of such Ordinary Shares, the compulsory transfer provisions in the Articles of
Association will apply to such Ordinary Shares, (ii) in the event that the holder fails to complete the
transfer procedures within the relevant time period (x) the Depository may exercise certain rights and
remedies against such holder which may include, but are not limited to, selling or transferring the relevant
Depository Interests or the Ordinary Shares held on such holder’s behalf, (y) the voting rights attaching to
the Ordinary Shares held on such holder’s behalf may be suspended and (z) the compulsory tranfer
provisions in the Articles of Association will apply to such Ordinary Shares held by the Depository on such
holder’s behalf. For a more detailed description of the Deed Poll, see paragraph 12 of Part VIII of this
document.
For a description of the Articles of Association and these restrictions, see paragraph 4 of Part VIII of this
document.
18. RISK FACTORS
Your attention is drawn to the ‘‘Risk Factors’’ set out in Part I of this document.
56
PART III
CORPORATE STRUCTURE AND MANAGEMENT
1.
THE COMPANY
The Company is a holding company incorporated in The Netherlands and is a public company with limited
liability. The Company is the holder of 100% of the Units of the Fund. Save for its ownership of the Units,
the Company currently has no subsidiaries or other assets.
2.
THE MANAGEMENT OF THE COMPANY
2.1 The Board of Directors of the Company
Upon Admission, there will be five Directors on the Company’s board of directors (the ‘‘Board’’ or ‘‘Board
of Directors’’), three of whom, including the Chairman, will be independent Directors. Olivier de Poulpiquet
has been appointed to the Board as a representative of the Pirelli RE Group and Richard Mully has been
appointed to the Board as a representative of Cypress Grove.
Pirelli RE Group, through Pirelli RE Netherlands B.V., will have the right to appoint a Director for such
period as it retains a holding of Preferred Shares and a stake of at least 10% of the aggregate issued
Ordinary Shares from time to time of the Company.
Resolutions of the Board of Directors shall be passed by majority of the directors, with the exception of
certain decisions as specified in the terms of reference for the Board, which will require a qualified
majority of 80% of directors present and entitled to vote at meetings of the Board. A summary of the
material provisions of the Articles of Association is contained in paragraph 4 of Part VIII of this
document.
John Duggan and Roy Dantzic (independent Directors) and Mario Tornaghi (an executive of Pirelli RE
Group) have been appointed as members of the Fund Advisory Committee. A detailed description of the
scope of authority of the Fund Advisory Committee is set out in paragraph 4 below. Furthermore, the
Company, acting through its Board, will have further rights to approve certain matters relating to the
management of the Fund in the Company’s capacity as Unitholder of the Fund. A detailed description of
the role and powers of the Unitholders is set out in paragraph 4 below.
Brief biographical details of the Directors are as follows:
John Duggan (age 58)
John Duggan is the Chairman of Gazeley, having previously been its CEO, a wholly owned subsidiary of
Wal-Mart and a leading European developer of warehouse space. He has 28 years of experience in real
estate, working in the construction, house-building, real estate development and retail sectors. He is a
qualified accountant (FCCA) and has a master’s degree in business administration (Cranfield). He is also a
member of the board of the US China Centre for Sustainability, a member of the US advisory council for
the Prince of Wales’ Business Trust and the Environment Programme and is Chairman of the Milton
Keynes Parks Trust.
Roy Dantzic (age 62)
Roy Dantzic is Non-Executive Chairman of Development Securities plc and of Interior Services Group plc
in addition to being a Non-Executive Director of Airplanes Ltd and of Blenheim Bishop Ltd. Prior to these
positions Mr Dantzic was Finance Director of Stanhope Properties from 1992 until it was acquired in 1995
and Managing Director of British Gas’s property subsidiary from May 1996 until his retirement in
May 2003. Mr Dantzic is a qualified accountant (a member of the Institute of Chartered Accountants of
Scotland) and a member of the Council of Management of the Architectural Heritage Fund and a Trustee
of the Portman Estate.
Olivier de Poulpiquet (age 40)
Olivier de Poulpiquet is the General Manager of Investment and Asset Management of Pirelli RE and is in
charge of all acquisitions and international development. He also coordinates its asset management
operations. Prior to joining Pirelli RE in 2004, he was Co-Head of the European Real Estate Investment
Group of Morgan Stanley Real Estate. He commenced his employment at Morgan Stanley in the
Investment Banking in 1994. From 1996 he focused his activities on real estate principal investments for
Morgan Stanley Real Estate, first in London, then in Paris and then in Milan, as Head of Acquisitions.
57
Mr de Poulpiquet holds a master’s degree in business administration from Columbia Business School and
is a member of the European Public Real Estate Association (EPRA) Management Board.
Richard Mully (age 45)
Richard S. Mully is Managing Partner of Grove International Partners LLP and has been responsible for
investment strategy and management in Europe for Cypress Grove and SREI since 1999. Prior to his
present position, Mr Mully was the Chief Executive Officer of European Property Partners Limited and
the Managing Director and Head of European Merchant Banking for Prudential Insurance Company of
America. Prior to this, Mr Mully was a Partner and Managing Director of Bankers Trust Company where
he founded and headed their European Real Estate Investment Banking Group in 1992.
Prof. Gualtiero Tamburini (age 61)
Professor Tamburini is the Vice President and scientific director of the Real Estate Department of
Nomisma S.p.A. He is an industrial economist by training and has world class experience in research,
coordination and development of real estate related projects as well as consulting in the fields of
construction and complex real estate programmes. Professor Tamburini has also served as a consultant for
numerous Italian public and private bodies on economics and construction policies relating to real estate
and infrastructure. Professor Tamburini is currently the President of Assoimmobiliare (an Italian real
estate association), the Italian association of real estate companies, and a member of a number of boards
and commissions. He has also published extensively in the field of economics and is a Professor of Applied
Economics in the University of Urbino.
2.2 Corporate Governance
In The Netherlands, it is possible for certain public limited companies (‘‘naamloze vennootschappen’’ or
‘‘N.V.’’) (such as the Company) to operate under either a one-tier governance structure or two-tier
governance structure. The Company operates a unitary governance structure with a single board of
Directors.
On Admission, the Company will have its shares traded on AIM and will not therefore be required to
comply with the Combined Code or the Dutch Corporate Governance Code. Nonetheless, the Board
recognises that it is in the best interests of the Company and its Shareholders to comply with the principles
of corporate governance contained in the Combined Code that are appropriate for a company of its size
and activities, taking account of the fact that it is incorporated in The Netherlands, and to support high
standards of corporate governance.
The Combined Code states that the board should determine whether a director is independent in character
and judgment and whether there are relationships or circumstances that are likely to affect, or could
appear to affect, the director’s judgment. Under the provisions of the Combined Code, three of the
Company’s five Directors (including the Chairman) would be considered to be independent.
To enable the Board to perform its duties, each Director will have full access to all relevant information.
In line with the Combined Code, the Company has established three committees: a remuneration
committee, a nomination committee and an audit committee. The terms of reference of the committees
have been supplemented with additional provisions from the Combined Code as applicable to AIM
companies (taking into account the guidance for AIM companies issued by the Quoted Companies
Alliance in July 2005). A brief description of the terms of reference of the committees is set out below.
Remuneration committee
The remuneration committee is comprised of the three independent Directors and will meet at least once
each year. The remuneration committee is chaired by John Duggan. Subject always to the remuneration
policy adopted by the General Meeting, the remuneration committee has as its remit the determination
and review of, amongst other matters, the remuneration of the Directors. In addition, the remuneration
committee assists the Board in preparing an annual report on the remuneration policy of the Company,
which will form part of the Company’s annual report and accounts. No Director may be involved in any
decisions as to his/her own remuneration.
58
Nomination committee
The nomination committee is comprised of the three independent Directors and will meet at least once
each year. The nomination committee is chaired by John Duggan. The committee’s remit is to prepare
selection criteria and appointment procedures for members of the Board, to make recommendations to the
Board on the appointment of new members to the Board, and to review, on a regular basis, the structure,
size and composition of the Board. In undertaking this role, the committee should refer to the skills,
knowledge and experience required of the Board given the Company’s stage of development and make
recommendations to the Board as to any changes. The committee should also consider future
appointments in respect of the Board’s composition as well as make recommendations regarding the
membership of the audit committee.
Audit committee
The audit committee is comprised of the three independent Directors and will meet at least twice each
year. The audit committee is chaired by Roy Dantzic. The audit committee must consider, amongst other
matters: (a) the financial statements of the Company, including its annual and interim accounts, and the
effectiveness of the Company’s internal controls and risk management systems; (b) auditors’ reports; and
(c) the terms of appointment and remuneration of the auditors. The committee supervises, monitors, and
advises the Board on internal risk management and control systems and the implementation of codes of
conduct. In addition, the audit committee reviews, prior to submission to the Board, financial information
and a number of other audit-related issues.
Share dealing code
The Company has adopted, with effect from Admission, a share dealing code for the members of the
Board and certain employees that is appropriate for a company whose shares are admitted to trading on
AIM (particularly relating to dealings during close periods in accordance with Rule 21 of the AIM Rules).
The Company will take all reasonable steps to ensure compliance with such code by the members of the
Board and any relevant employees.
3.
THE CORPORATE MANAGER
Corporate and administrative services will be provided to the Company in The Netherlands by the
Corporate Manager, which is also a Shareholder of the Company, pursuant to a Corporate Management
Agreement entered into between the Corporate Manager and the Company (the ‘‘Corporate Management
Agreement’’). The provision of these services by the Corporate Manager is intended, inter alia, to enable
the Company to comply with its financial and other reporting requirements under the AIM Rules and
Dutch law.
Pursuant to the Corporate Management Agreement, the Corporate Manager has agreed to provide to the
Company administrative, corporate, budgeting, legal, secretarial and investor relations services, including
assistance with the preparation and reporting of financial statements on the following main terms and
conditions:
• Duration—10 years from the date of Admission, with subsequent automatic renewals of 5 years up to a
maximum term of 30 years in connection with any extension of the term of the Fund pursuant to the
Fund Rules.
• Fee—The Company shall pay the Corporate Manager in quarterly instalments an annual management
fee of 0.15% of the average of (a) the aggregate historic acquisition costs or transfer value of the assets
owned by the Fund (including transaction costs, maintenance costs, financing costs and capitalised costs)
at the end of such quarter and (b) the aggregate historic acquisition costs or transfer value of the assets
owned by the Fund (including transaction costs, maintenance costs, financing costs and capitalised costs)
at the end of the immediately preceding quarter. The aggregate fee on an annual basis shall not be less
than A350,000.
• Indemnification—The Corporate Manager has agreed to indemnify the Company and its directors and
officers from and against any liabilities suffered by them as a result of a breach by the Corporate
Manager of its obligations under the Corporate Management Agreement.
• Termination—The Corporate Management Agreement may be terminated by the Corporate Manager
after the expiry of 27 months from the date of Admission provided that 12 months’ prior notice of
termination is given to the Company and the Fund Manager has resigned its appointment as fund
59
manager or has been substituted as manager of the Fund in accordance with the Fund Rules. In such
case, the Company has agreed to pay to the Corporate Manager the accrued management fee and all
fees and expenses accrued up to the effective date of termination. The Corporate Management
Agreement may be terminated by the Company: (i) at any time, for cause including, insolvency, fraud,
wilful misconduct or gross negligence of the Corporate Manager, material breach by the Corporate
Manager of its obligations under the Corporate Management Agreement or material breach of
applicable law or of the UK Code of Market Conduct provided that such breach (other than in the case
of insolvency) is not remedied within 30 business days of receipt of notice of termination; in such case a
termination payment is payable by the Company in the amount of the accrued management fee and all
fees and expenses accrued up to the date of termination; (ii) other than for cause, after the expiry of at
least 27 months from the date of Admission provided that 6 months’ prior notice of termination is given
by the Company and the Fund Manager has resigned its appointment as Fund Manager or is substituted
as manager of the Fund in accordance with the Fund Rules; in such case, the Company agrees to pay to
the Corporate Manager a termination fee equal to two times the applicable annual management fee in
addition to any management fee or other fees or expenses accrued as at the date of termination.
On 12 October 2006, Pirelli RE provided a deed of undertaking to the Company pursuant to which Pirelli
RE undertakes that for so long as a member of the Pirelli RE Group is the Corporate Manager, Pirelli RE
shall procure that the Corporate Manager complies with its obligations to provide services pursuant to the
provisions of the Corporate Management Agreement and, should the Corporate Manager fail to do so,
Pirelli RE shall provide such services or procure the provision of such services by other members of the
Pirelli RE Group or other appropriately qualified and experienced persons.
4.
THE FUND
The Fund, named ‘‘Spazio Industriale—Fondo Comune di investimento immobiliare di tipo chiuso’’, was
established by resolution of the board of directors of the Initial Fund Manager on 6 December 2005 and
was authorised by the Bank of Italy on 28 December 2005. The Fund is an ordinary real estate closed-end
reserved fund limited to certain qualified investors as defined in the Decree. The Fund is managed by the
Fund Manager on the basis of the rules of the Fund (the ‘‘Fund Rules’’).
Under Italian law, the assets of the Fund are separate: (i) from the assets of the Fund Manager, (ii) from
any other pool of assets managed by the Fund Manager and (iii) from the assets of each holder of the
Units (‘‘Unitholder’’). The Fund and the Fund Manager are supervised by the Bank of Italy.
Italian real estate funds are regulated by, inter alia, the Italian Legislative Decree of 24 February 1998,
no. 58, as subsequently revised (the ‘‘Consolidated Financial Act’’) and its implementing provisions,
including the Decree and the Regulation of the Bank of Italy of 14 April 2005 (the ‘‘Bank of Italy
Regulation’’).
The following is a summary of the principal terms of the Fund.
4.1 Corporate Governance of the Fund
The corporate governance structure set out in the Fund Rules is aimed at providing active involvement of
the Unitholders in the decision-making process of the Fund Manager with respect to important
management decisions regarding the assets of the Fund. As sole Unitholder of the Fund, the Company has
two specific mechanisms by which it approves material decisions of the Fund Manager. First, the Fund
Rules provide that certain matters must be approved by the Unitholders at a Meeting of Unitholders (a
‘‘Unitholders’ Meeting’’). Secondly, certain matters must be approved by the Fund Advisory Committee,
which is elected by the Unitholders. As the Company currently owns 100% of the Units it currently
controls 100% of the votes at any Unitholders’ Meeting and appoints all of the Fund Advisory Committee
members.
Unitholders’ Meeting
A Unitholders’ Meeting is a meeting of the holders of the Units of the Fund.
Unitholders’ Meetings must be called by the board of directors of the Fund Manager. If the board of
directors of the Fund Manager does not call Unitholders’ Meetings, they may be called by the Chairman of
the Unitholders’ Meeting or, should the latter position be vacant, by the Chairman of the Advisory
Committee. A Unitholders’ Meeting is also convened whenever requested by Unitholders representing at
least 20% of the Units, and provided that the request includes a list of the matters to be discussed.
60
A Unitholders’ Meeting is called by means of a notice sent at least 15 calendar days prior to the date of the
meeting.
A Unitholders’ Meeting is validly held without notice, as long as Unitholders representing, including by
proxy, 100% of the Units are present and no Unitholder contests the discussion of the items on the agenda.
The following matters must be put to a vote of the Unitholders at a Unitholders’ Meeting:
(a) election and removal of the Chairman of Unitholders’ Meetings;
(b) election of the members of the Fund Advisory Committee;
(c) extensions of the Term of the Fund and its early liquidation;
(d) proposals for amendments to the Fund Rules proposed by the fund manager;
(e) removal of the fund manager and its replacement with a new fund manager;
(f) issuance of new Units; and
(g) all other matters contemplated by law and the Fund Rules as requiring the approval of the
Unitholders.
Resolutions of a Unitholders’ Meeting are required to be approved with the favourable vote of at least
50.1% of the Units. The vote of Unitholders representing 85% of the Units is necessary in order to resolve
upon matters under (c), (d) and (f) above.
Fund Advisory Committee
The Fund Advisory Committee must be comprised of between three to seven members appointed by the
Unitholders. Unless otherwise resolved with the vote of the Unitholders holding at least 85% of the Units,
the Fund Advisory Committee is comprised of three members. The members of the Fund Advisory
Committee at the time of Admission are John Duggan, Roy Dantzic and Mario Tornaghi. The Chairman of
the Fund Advisory Committee at the time of Admission is John Duggan.
The Fund Advisory Committee is required to meet at least four times a year and otherwise whenever
required pursuant to the Fund Rules or as its Chairman deems necessary. The Committee shall also meet
upon the request of at least two of its members or upon the request of any member of the board of
directors of the Fund Manager.
Meetings of the Fund Advisory Committee are called by means of a notice sent at least 5 calendar days
prior to the date of the meeting (or at least 2 calendar days in urgent cases). Meetings of the Fund
Advisory Committee are validly held on shorter notice, as long as all members thereof are represented, in
person or by proxy, and no member contests the discussion of the items on the agenda.
The opinion of the Fund Advisory Committee shall be binding upon the Fund Manager in respect of
(i) any transaction (investment or divestment or other) in which the Fund Manager has an actual or
potential conflict of interest (either directly or through an affiliate); (ii) the annual business plan of the
Fund and any material amendments thereto; (iii) any decision concerning the entry into, revocation,
change or renewal of each property management, project management and agency services agreement
entered into in respect of the assets of the Fund and (iv) any other matters for which the Fund Rules
require the binding opinion of the Fund Advisory Committee including, for example, investments in real
estate assets located outside Italy and investments outside the scope of the Fund Rules.
In addition to the above, the Fund Advisory Committee shall be entitled to give non-binding
recommendations to the Fund Manager regarding (a) the appointment, renewal, or revocation of the
mandate granted to independent appraisers of the Fund; (b) settlement of legal disputes to which the Fund
is a party; and (c) modifications to the town planning and proposed use of the real estate assets of the Fund
and/or urban/administrative interventions.
One member of the Fund Advisory Committee, nominated by the Committee, is entitled to attend, as an
observer, the meetings of the board of directors of the Fund Manager called to discuss issues relevant to
the Fund.
The Fund Advisory Committee may formulate non-binding proposals for the board of directors of the
Fund Manager and/or send the board of directors of the Fund Manager requests for clarification or
information to which the Fund Manager must provide a prompt written response. Where the Fund
Manager diverges from the non-binding recommendations of the Advisory Committee it shall indicate the
61
reason therefor. Furthermore, a general mandate has been issued by the Fund Advisory Committee to the
Fund Manager, details of which are set out below.
The mandate from the Fund Advisory Committee to the Fund Manager requires the Fund Manager to
notify the Fund Advisory Committee of all matters that have, or may have, a material effect on the Fund or
any of its assets, including, without limitation, each of the following actions, circumstances and
developments:
• any new developments that are not public knowledge concerning a material change in the Fund’s
financial condition, sphere of activity, performance of its business or expectation of its performance;
• any substantial acquisitions, disposals, related party transactions, and disposals that could result in a
fundamental change of business;
• any material changes in the level of fees paid to service providers from the date of this mandate;
• entry into any material contract or arrangement regarding the payment of fees to any party;
• any and all matters required to be disclosed to the Fund Advisory Committee pursuant to the provisions
of the Fund Rules;
• information regarding the management of financial covenants pursuant to any financing agreement
entered into by the Fund from time to time;
• any material notifications received from any lender pursuant to any financing agreement entered into by
the Fund from time to time;
• the repayment or repurchase of any outstanding debt instrument other than in accordance with the
terms of such debt instrument;
• the incurring of any indebtedness for borrowed money in excess of A1,000,000 (one million);
• any material alteration of any loan agreement to which the Fund is a party;
• any material claims made by or threatened against the Fund pursuant to any warranty, indemnity or
other provision of any document relating to the acquisition, disposal or lease of any asset or property of
the Fund;
• the commencement, settlement or termination of any litigation, lawsuit or similar proceedings;
• the making of any contract outside the ordinary course of business or otherwise than on arm’s length
terms;
• the making of or commitment to any expenditure in excess of A1,000,000 (one million) in any single
transaction or group of related transactions (including the acquisition of any material assets) that has not
been provided for in the approved annual business plan;
• the assumption of sureties, issuance of guaranties, or assumption of other liabilities on behalf of third
parties in excess of Euro 100,000 (one hundred thousand);
• the commencement of any winding-up action or the taking of any steps to liquidate the Fund;
• the entry into any contract, agreement, arrangement or commitment to do or engage in any of the
foregoing.
In addition, the Fund Advisory Committee shall evaluate on a quarterly basis the performance of the
individual fund manager, who will initially be Alberto Iori, and submit such evaluations to the Fund
Manager.
4.2 Undertaking of Pirelli RE
The Fund Manager has put in place arrangements in order to assist in reducing conflicts of interest that
may arise between the different funds managed by the Fund Manager and between the Fund and
Pirelli RE Group in relation to certain investment opportunities. Pirelli RE has agreed with the Company
pursuant to the terms of the Deed of Undertaking dated 12 October 2006 that, for so long as (i) members
of Pirelli RE Group act as fund manager and (ii) not less than 51% of the Units are owned, directly or
indirectly, by the Company, any investment opportunity that is available to Pirelli RE or its affiliates to
acquire real estate assets, real estate portfolios or development projects a majority of which are located in
Italy in respect of which the majority use is industrial, logistical craft, warehousing, archive, laboratory or
62
technical facilities or any combination thereof and where the vendor intends to fully dispose of the relevant
assets without retaining any direct or indirect equity interest therein shall be offered by Pirelli RE first to
the Fund Manager to determine (having consulted with the Fund Advisory Committee) whether such
opportunities should be pursued on behalf of the Fund and the Fund Manager shall be allowed the time
period and procedures set forth in the Deed of Undertaking to occur before any other member of
Pirelli RE Group (for its own account or for the account of any real estate fund managed by it) may pursue
such investment opportunity (for the avoidance of doubt, sale and lease back transactions and vendor
financed dispositions shall not be deemed to be opportunities where the vendor retains a direct or indirect
equity interest therein). If the Fund Advisory Committee does not approve, or fails to approve, an
investment opportunity, it may be pursued by other members of the Pirelli RE Group. The agreement does
not limit the ability of any member of the Pirelli RE Group to provide services to, or to manage (also as
fund management company), companies or funds investing in industrial assets provided that Pirelli RE
shall cause its affiliates managing real estate funds to comply with the right of first refusal in favour of the
Fund.
Certain categories of assets are expressly excluded from the undertakings of Pirelli RE and its affiliates
pursuant to the undertaking, namely:
(a) real estate assets, real estate portfolios or development projects directly or indirectly owned, at
the time of execution of the Deed of Undertaking, by Pirelli RE or its affiliates, by entities in
which Pirelli RE or its affiliates have a direct or indirect interest, or by real estate funds managed
by an affiliate of Pirelli RE; and
(b) real estate assets, real estate portfolios or development projects in respect of which Pirelli RE or
its affiliates have entered into binding written agreements to buy or sell prior to the date of the
Deed of Undertaking.
Pirelli RE also undertakes that for so long as a member of Pirelli RE Group acts as fund manager of the
Fund, the number and qualifications of the members of the management team available to the Fund will be
at least equal to those of the management team currently available to the Fund and that the members of
the management team available to the Fund from time to time will not provide asset management services
(i) in favour of any company or real estate fund managed by a member of Pirelli RE Group with respect to
existing industrial assets or (ii) with respect to future industrial assets, unless the relevant investment
opportunity has first been offered to, and not pursued by, the Fund (except as regards real estate assets
owned, directly or indirectly, at the date of the Deed of Undertaking by Induxia S.r.l or Spazio Industriale
B.V.).
The Fund Rules contain certain provisions relating to the management of conflicts of interest. Although
the Fund may carry out transactions with the shareholder of the Fund Manager or with persons or entities
belonging to the Fund Manager’s group, with other funds managed by the Fund Manager or a different
fund manager belonging to the same group, such transactions must be carried out within the provisions of
applicable law and the Fund Rules. The Fund Rules provide that the Fund Manager must identify conflicts
of interest and identify suitable internal procedures to ensure the protection of the rights of the Fund and
the Unitholders. Where the Fund Manager has a conflicting interest, the board of directors of the Fund
Manager may carry out such activities only after the prior approval of the majority of the members of the
Fund Advisory Committee and of the majority of the independent members of the board of directors of
the Fund Manager.
4.3 Investments of the Fund
In accordance with the limits set forth in the Fund Rules, the Fund may invest in (i) real estate assets,
(ii) real estate rights, (iii) shareholdings in real estate companies and (iv) other real estate related assets
such as real estate leasing contracts, lease agreements and option rights over real estate asset agreements.
Pursuant to the Fund Rules, the primary actual or potential use, in terms of square metres, of any such real
estate assets must be logistics and/or light industrial. The Fund is permitted to invest in both existing assets
and assets to be restructured, transformed, completed or to be constructed. Any investment in real estate
assets possessing different characteristics to those stated above or located outside Italy is subject to the
approval of the Fund Advisory Committee.
The Fund’s cash assets may also be invested in short-term liquid financial instruments, subject to
applicable law and regulation. The assets of the Fund may be invested in derivative financial instruments
exclusively for risk hedging purposes.
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4.4 Borrowing limits
Pursuant to applicable law and according to the Fund Rules, the Fund’s borrowings will be limited to a
maximum of the sum of 60% of the value of real estate assets, real estate rights and shareholdings in real
estate companies plus 20% of the value of the other assets of the Fund.
4.5 Term of the Fund and Early Liquidation
According to the Fund Rules, the term of the Fund will be approximately 10 years commencing on
29 December 2005 and expiring on 31 December 2015 (the ‘‘Term of the Fund’’). Within the year
preceding the expiration of the Term of the Fund, upon a proposal of the Fund Manager, the Unitholders
of the Fund may approve, at a Unitholders’ Meeting by a vote of the Unitholders holding at least 85% of
the Units, an extension of the Term of the Fund for a further period of 5 years. As long as the Company
holds 100% of the Units, the Company will be able to pass any such resolutions on its own account.
Subsequent extensions of 5 years are possible so long as the Term of the Fund does not exceed 30 years. At
the expiry of such 30 year term, the Fund will be wound up.
The Fund Manager may, with the approval of the Fund Advisory Committee, apply to the Bank of Italy for
an extension of the Term of the Fund for a maximum period of 3 years in order to complete the divestment
of the assets of the Fund (the ‘‘Grace Period’’). If the Bank of Italy does not grant such extension, the Fund
must be wound up.
The winding up of the Fund may take place, inter alia, for the following reasons:
(i) expiration of the Term of the Fund;
(ii) a resolution of the Fund Manager being passed in the interest of the Unitholders. This is subject
to the approval of at least 85% of the Unitholders at a Unitholders’ Meeting and shall require the
prior approval of the Fund Advisory Committee;
(iii) by resolution of the Unitholders requiring the approval of at least 85% of the Units at a
Unitholders’ Meeting; and/or
(iv) in the event of replacement of the Fund Manager, if the Bank of Italy does not approve the
relevant amendments to the Fund Rules and the Advisory Committee does not propose an
alternative fund manager within 60 days.
4.6 Transfers of Fund Units
According to the Fund Rules, during the Term of the Fund, Units purchased by Unitholders may be
transferred, under any title, to other Unitholders or to third parties who are ‘‘Qualified Investors’’
pursuant to the Fund Rules, provided that all Unitholders have approved such transfer and certain
requirements as to notice are complied with.
The Company currently has no intention of transferring any Units to third parties.
4.7 Distributions
According to the Fund Rules, 100% of the proceeds of the Fund available for distribution (as determined
by the Fund Rules) are to be distributed to the Unitholders at least on a quarterly basis, unless the Fund
Manager prudently determines, taking into account the interests of the Unitholders, the cash available for
the Fund and the obligations of the Fund, that a lesser amount shall be distributed. Where a distribution of
less than 100% of the distributable proceeds is intended, the Fund Manager must provide detailed
information of the reasons for this to the Fund Advisory Committee.
Furthermore, cash available may be distributed by the Fund Manager following a disposition of assets by
way of a partial redemption of the Units.
Although the Fund intends to make quarterly distributions to the Company, distributions are expected to
be made to Shareholders on a semi-annual basis. Cash from quarterly payments will be managed by the
Company until paid to Shareholders on a semi-annual basis or placed in short-term investments. For
information in relation to the dividend policy of the Company, please refer to paragraph 11 of Part II.
64
4.8 Fees and Expenses of the Fund
According to the Fund Rules, the following costs and expenses are charged to the Fund:
(i) the management fee payable to the Fund Manager (See ‘‘Fund Management Fees’’ below);
(ii) the depository bank’s commission, relating to its services of control, custody and management of
financial instruments, which is equal to a total of 0.018% of the average value of the Fund as
determined on an annual basis, calculated as the average overall net asset value of the Fund for
the period, net of unrealised capital gains (for further details of the depository bank of the Fund
see paragraph 5 below);
(iii) the independent appraisers’ remuneration, relating to their services for the periodic assessment
of the real estate assets of the Fund and the activities connected to or associated with such
assessment;
(iv) the fees of the auditors of the Fund;
(v) the costs and expenses connected to the management of the Fund’s real estate portfolio,
including those related to the supply of property management, agency and project management
services (see paragraph 6 ‘‘Service Providers’’ below);
(vi) the costs and expenses relating to the administration, maintenance or development of the real
estate assets of the Fund, the costs relating to the establishment and operation of the Advisory
Committee, Unitholders’ Meetings, fees (if any) paid to the Chairman of Unitholders’ Meetings
(the Fund does not currently pay any fees to the chairman of Unitholders’ Meetings), and the
transaction costs connected with the Fund’s borrowings and the real estate purchases and
disposals carried out by the Fund; and
(vii) taxes, insurance and other operating expenses and charges payable with respect to the assets held
by the Fund.
The Fund Manager has appointed CBRE as independent appraiser of the Fund. Pursuant to applicable
laws and regulations and the Fund Rules, the independent appraiser shall prepare within 30 days of the
end of each quarter a valuation of the real estate assets and shareholdings in unlisted real estate companies
held by the Fund.
5.
THE FUND MANAGER
The board of directors of the Fund Manager is responsible for the management of the Fund and for the
carrying out of the Fund’s activities as set forth in the Fund Rules, subject to the Fund Advisory Committee
approval where required.
5.1 Fund Manager
Upon Admission the Fund will be managed by the Fund Manager, a subsidiary of Pirelli RE dedicated
exclusively to the promotion, establishment and management of ordinary real estate funds.
Pirelli RE SGR was authorised by the Bank of Italy in 2001. It is a fund management company specialising
in ordinary funds and is currently the leading Italian fund management company on the basis of the
number of funds managed and assets under management. It currently manages seven funds, including the
Fund, of which three are listed on the Milan Stock Exchange and four are private ordinary funds limited to
qualified investors.
The address of the registered office of Pirelli RE SGR is Via Gaetano Negri, no. 10, Milan. Pirelli RE
SGR is registered with the Companies Register at the Chamber of Commerce of Milan under
no. 13465930157, R.E.A. no. 1654303, Fiscal Code and VAT no. 13465930157.
Pirelli RE SGR’s registered number for fund management companies held by the Bank of Italy pursuant to
the Italian Consolidated Financial Act is 132.
Pirelli RE SGR is subject to the supervision of the Bank of Italy and CONSOB.
65
As at the date of this document, Pirelli RE SGR is managed by a board of directors composed of
5 members, of which the majority are independent from Pirelli RE Group. Brief biographical details of the
board of directors of Pirelli RE SGR are set out below:
Carlo Alessandro Puri Negri
Carlo Puri Negri is the Deputy Chairman and the Chief Executive Officer of Pirelli RE. He joined Pirelli
RE Group in 1989 from an Italian real-estate firm, Carignano S.p.A., where he was the General Manager.
Currently the Chairman of Pirelli & C Ambiente S.p.A., Deputy Chairman of Camfin S.p.A. and Pirelli &
C. S.p.A. and Board Member and Executive Committee Member of Capitalia S.p.A. Mr Puri Negri is also
a board member of Pirelli Italia S.p.A., Olimpia S.p.A., Telecom Italia, Aon Italia S.p.A., Istituto Europeo
di Oncologia S.r.l. and Fondazione Cerba. He is also a board member of both Assoimmobiliare and the
Residential Conditions Commission appointed by the Ministry of Public Infrastructures, as well as a
member of the Real Estate International Advisory Board of Harvard University.
Rodolfo Misitano
Rodolfo Misitano became the General Director of Pirelli RE SGR in 2006. He joined Pirelli RE in 2000 as
Senior Asset Manager and was appointed Fund Director at Pirelli RE SGR in 2003, where his
responsibilities included the development of new products and the supervision of the management and
administration of the Pirelli RE SGR funds.
Nicholas van Ommen
Nicholas van Ommen is a Dutch national and the Chief Executive Officer of the European Public Real
Estate Association (EPRA) located in Amsterdam. Prior to joining EPRA, he was the Chief Executive
Officer of Friesland Bank Securities N.V.. Mr van Ommen holds a master’s degree in business
administration as well as a banking and credit diploma. He has a long history in supervisory and advisory
board positions and is currently the Chairman of European American Investors B.V., which is involved in
real estate development in Europe and the US, and is a member of the IVY Immobilise AG advisory
board.
Giulio Lanciotti
Giulio Lanciotti is currently Vice President of Clessidra SGR. Previously, Mr Lanciotti was director of the
Bank of Italy in Milan for over five years. From January 1993 to October 1995 he was the executive
director for Italy for the International Monetary Fund.
Alberto Giovannini
Alberto Giovannini is Managing Director of Unifortune SGR S.p.A. and Chief Executive Officer of
Unifortune Investment Management Ltd. Prior to holding these positions, Mr Giovannini was deputy
general manager of Banca di Roma.
5.2 Management team
Within the organisation of the Fund Manager, the Fund will be managed by a team corresponding to a
full-time equivalent group of 15 experienced professionals. This team is led by the individual fund
manager, Alberto Iori, and is comprised of Pirelli RE Group employees covering operating asset
management, acquisitions, structured finance, legal and corporate matters as well as real estate services.
Brief biographical details of the key employees of Pirelli RE Group involved with the management of the
Fund are set out below:
Alberto Iori
Alberto Iori joined Pirelli RE in 2002 as the person responsible for Pirelli RE’s Investment and Asset
Management Industrial department. He was previously a partner of Cushman & Wakefield, a real estate
investment company, heading its Italian Industrial Consultancy department and was a member of the
European Industrial Board of Cushman & Wakefield. Alberto Iori has over 16 years of real estate
experience working in construction, real estate development and investment.
66
Mario Tornaghi
Mario Tornaghi joined the Advisory & Acquisitions department of Pirelli RE in 2002, and prior to that he
was a financial adviser at Casa Click, an internet real estate start up. In 2004, he was dedicated to the
Industrial department and in 2006 he took responsibility for the entire Commercial department. Within
this department he will continue to supervise the industrial acquisitions of the Fund.
Luca Faletti
Luca Faletti joined Pirelli RE in 2005 from the London office of ABN Amro, where he was employed as a
Financial Analyst in the mergers and acquisitions division. Mr Faletti is part of the Advisory &
Acquisitions—Industrial department.
Giacomo Sonzini
Giacomo Sonzini joined Pirelli RE in 2002 having previously been a researcher at the Politecnico di
Milano. Mr Sonzini is the Head of Asset Management—Industrial Portfolio department.
Silvia Savasta
Silvia Savasta joined Pirelli RE in 2005 from the Turin office of IPI S.p.A., the real estate arm of Fiat
Group, where she was employed as a Financial Analyst in Asset Management. Ms Savasta is a member of
the Asset Management—Industrial Portfolio department.
Stefania Mandelli
Stefania Mandelli has a master’s degree in real estate management and before joining Pirelli RE in 2002
she was employed by Gestioni Arcotecnica Group WT Partnership in property management. Ms Mandelli
is a member of the Asset Management—Industrial Portfolio department.
Matteo Papetti
Matteo Papetti joined Pirelli RE in 2000 from the Milan office of Alcatel Italia where he was employed in
the General Service and Real Estate department. Mr Papetti is currently Head of Asset Management—
Industrial Development department.
Andrea Francese
Andrea Francese joined the Asset Management—Industrial Development department of Pirelli RE in
2002. Previously Mr Francese was employed by Cushman & Wakefield—Healey & Baker in Milan as a
researcher in the office study department.
Elena Capra
Elena Capra joined Pirelli RE in 2002 from Autogrill Group, a leading provider of restaurant services
where she was a controller. Mrs Capra has been the Head of Structured Finance since the beginning of
2005. Within this function she supervises the industrial financing of the Fund.
Gian Luca Riontino
Gian Luca Riontino joined Pirelli RE in 2004 from Centrobanca, the investment bank of Banche Popolari
Unite (BPU Banca Group), where he was a senior analyst involved in leveraged buyout and real estate
structured debt. Mr Riontino is the Head of Structured Finance for both the Industrial and Retail &
Entertainment departments.
5.3 Fund Management Fees
Fund Management Fee
Pursuant to the Fund Rules, the Fund Manager is entitled to receive from the Fund a fund management
fee (the ‘‘Fund Management Fee’’) calculated as 0.70% on a yearly basis (0.175% on a quarterly basis) of
the historic acquisition costs of the assets owned by the Fund (including capitalised costs) (the ‘‘Reference
Value’’) calculated at the end of each quarter as the average of (a) the Reference Value for the relevant
67
quarter and (b) the Reference Value of the immediately preceding quarter. In any event, the Fund
Management Fee on an annual basis shall not be lower than A530,000.
The Fund Management Fee and the fee payable to the Corporate Manager under the Corporate
Management Agreement have been determined in an amount such that, upon Admission, the overall fees
payable to members of Pirelli RE Group for the management of the Company and the Fund will be 0.70%
of the open market value of the Portfolio based on the CBRE Valuation Report excluding the fees paid to
the service providers as described in paragraph 6 below.
5.4 Replacement of the Fund Manager
According to the Fund Rules, the Unitholders may vote at a Unitholders’ Meeting to replace the Fund
Manager with a new fund manager:
• at any time during the Term of the Fund, with the approval of Unitholders representing at least
50.01% of the Units, as a consequence of gross negligence or breach of the Fund Rules by the Fund
Manager, including disregarding binding resolutions of the Fund Advisory Committee or
persistently ignoring non-binding opinions of the Fund Advisory Committee without a justification
therefor. In such a case, no termination payment will be provided by the Fund to the Fund
Manager;
• from 29 December 2008, with the approval of Unitholders representing at least 50.01% of the
Units, by means of a written notice sent at least 6 months prior to the Unitholders’ Meeting. Where
the Fund Manager is replaced without reason, a payment equal to 24 months of the Fund
Management Base Fee must be made by the Fund to the Fund Manager.
The Fund Manager will have the right to withdraw from the management of the Fund on or after
29 December 2008 and then only with 12 months’ notice (or a shorter notice, upon a resolution of the
Unitholders at a Unitholders’ Meeting with a favourable vote of 50.1%). In such a case, no termination
payment will be paid by the Fund to the Fund Manager.
In the event of replacement, the new fund manager will be chosen by the Fund Advisory Committee. The
replacement of the Fund Manager and the related amendment to the Fund Rules with respect to the
appointment of the new fund manager are subject to the prior approval of the Bank of Italy. Should the
Fund Advisory Committee not choose a new fund manager or should the Bank of Italy not approve the
necessary consequential amendment to the Fund Rules, the Fund will be wound up.
5.5 Depository Bank
The Fund Manager has appointed Banca Intesa S.p.A. as the Depository Bank. The address of the
registered office of Banca Intesa S.p.A. is Piazza Paolo Ferrari 10, 20121 Milan. Banca Intesa S.p.A. is
registered with the Companies Register at the Chamber of Commerce of Milan under MO 00799960158.
The annual fee for the Depository Bank is 0.018% of the average value of the Fund for the period. The
average value of the Fund is calculated as the average overall net asset value of the Fund, net of unrealised
capital gains.
Under Italian law, the depository bank (Banca Depositaria) is the custodian of the investments of the fund.
The custodian bank must:
(i) verify the legitimacy of the operations of issue and redemption of units, the calculation of their
value and the application of fund income;
(ii) verify that in transactions involving a fund’s assets any consideration is remitted to it within the
customary time limits; and
(iii) carry out the instructions of the asset management company unless they conflict with applicable
law, the fund rules or the requirements of supervisory authorities.
6.
SERVICE PROVIDERS
The Service Providers, who are all members of the Pirelli RE Group, provide the Fund Manager with
property management, project management and agency services with respect to the assets of the Fund.
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Such services are provided on the basis of contractual agreements with the following main terms and
conditions:
Property management
Property management services are provided pursuant to an agreement dated 29 December 2005 entered
into between Pirelli & C. Real Estate Property Management S.p.A. (the ‘‘Property Manager’’) and
the Fund Manager on behalf of the Fund (the ‘‘Property Management Agreement’’). Pursuant to the
agreement, the Property Manager agrees to provide the following services related to the Fund and the
Fund’s properties (the ‘‘Property Management Services’’): (i) technical services (e.g. collection, recording
and filing of data regarding the properties); (ii) facility services (e.g. maintenance services with respect to
all plant and mechanical, electrical and hydraulic appliances and shared areas of the properties);
(iii) project services (upon request of the Fund Manager, extraordinary maintenance work up to
A1.0 million); (iv) professional services (upon request of the Fund Manager, execution of due diligence
activity on real estate and other technical activities); and (v) lease services (renewal of expired lease
contracts and renegotiation of pending contracts, with existing tenants).
The Property Management Agreement sets forth certain minimum service level requirements, which
broadly refer to the performance by the Property Manager of its duties and obligations under the
agreement. The Property Management Agreement will expire upon completion of the winding up of the
Fund, unless earlier terminated.
As consideration for the Property Management Services in respect of technical services, the Property
Manager is entitled to a fee payable by the Fund equal to 2% of the annual passing rent for assets with one
tenant and 3% of the annual passing rent for assets with multiple tenants. In addition, in respect of facility
services, the Fund will pay Pirelli RE Property Management a facility management fee of 5% of actual
operating expenses upon occurrence plus ordinary maintenance expenses (save where such expenses are
paid by, or recoverable from, the tenant) and, in respect of project services, a project management fee of
10% of any extraordinary maintenance expenses (save where such expenses are paid by, or recoverable
from, the tenant).
The Property Management Agreement also contemplates (i) a fee of 10% of the average annual rent
payable by the tenant (in respect of re-letting services) and (ii) a fee of 8% of the excess of the estimated
market rent over the previous rent (in respect of buy-out services).
An additional fee, to be agreed by the parties in good faith on a case by case basis, is due to the Property
Manager should it be entrusted by the Fund Manager with the carrying out of professional services.
Each party may withdraw from the agreement with at least 3 months’ prior written notice to the other
party. If the Fund Manager withdraws, it will pay to the Property Manager a termination indemnity equal
to the consideration due and payable to the Property Manager for the Property Management Services in
respect of the two calendar quarters immediately preceding the receipt by the Property Manager of the
Fund Manager’s notice of withdrawal.
The Property Management Agreement will be automatically terminated, inter alia (i) upon receipt by the
Property Manager or the Fund Manager of a notice of termination from the ‘‘Independent Party’’
(i.e., Deloitte, or PricewaterhouseCoopers in case of impediment of Deloitte, or KPMG in case of
impediment of PricewaterhouseCoopers; the Independent Party shall be appointed by the Fund Manager if
and when so requested by the Advisory Committee of the Fund to monitor the fulfilment by the Property
Manager of the minimum service level requirements and shall issue a notice of termination if such
requirements are not being met); (ii) in relation to any property, immediately following its sale or
disposition; or (iii) the Property Manager delays its reporting activity by either 15 days or more than three
times during a fiscal year.
The indemnification obligations of the Property Manager are triggered only for damages arising out of the
gross negligence or wilful misconduct of the Property Manager in connection with the Property
Management Services rendered or to be rendered pursuant to the agreement. Furthermore, the indemnity
obligations of the Property Manager are limited to the amount of fees paid or payable to the Property
Manager during the term of service of the Property Manager’s engagement with respect to the relevant
Property Management Service from which damages occurred. Such limitation will not apply in respect of
claims by employees and/or personnel of the Property Manager, including external consultants whose fees
are not for the account of the Fund, whatever the amount of such claim may be.
69
Project management
Project management services are provided pursuant to an agreement dated 29 June 2006 entered into
between Pirelli & C. Real Estate Project Management S.p.A. (the ‘‘Project Manager’’) and the Fund
Manager on behalf of the Fund for the performance of the following services in connection with one or
more phases of urbanisation works or land development works related to the Fund’s properties (the
‘‘Project Services’’) as described below:
(i) Planning phase (i.e., drafting of preliminary plan; drafting of final plan; application for issuance
of building permits/D.I.A.s);
(ii) Executive planning phase (i.e., executive plans);
(iii) Implementation phase (i.e., construction and supply contracts; works; relationships with public
utilities and other agencies; testing and other formalities; authorizations/clearances for the
execution of works; fitness for use).
With respect to land development works, upon completion of the planning phase, the Fund Manager may
carry out the executive planning phase and/or the implementation phase either (i) by way of separate
supply and construction contracts (the ‘‘Ordinary Operative Scheme’’) or, alternatively, (ii) by way of a
general turnkey contracting agreement (the ‘‘General Contracting Operative Scheme’’). If the Fund
Manager elects to implement the General Contracting Operative Scheme, the activities to be carried out
by the Project Manager shall be limited to, inter alia, identifying potential general contractors and defining
the contents of the general contracting agreement (which shall be executed directly by the Fund Manager).
In such a case, the executive planning phase and/or the implementation phase will be managed by the Fund
Manager also through a third-party service provider.
Project Services in respect of each relevant project will be activated by the Fund Manager by way of an
engagement letter, whereby the Fund Manager will (i) entrust the Project Manager with the carrying out of
one or more phases of the Project Services and (ii) authorize the commencement of the sub-phases
comprised in the first of the phases thereby entrusted. Sub-phases comprised in any subsequent phase
(entrusted to the Project Manager through the engagement letter) will be activated by the Fund Manager
by way of separate activation notices.
The agreement expressly provides that the Fund Manager may entrust, in whole or in part, one or more
phases of the Project Services to third parties, which are part of the Pirelli RE Group.
Each of such services must be performed in compliance with minimum service level requirements.
As consideration for the Project Management Services, the Project Manager will be entitled to the
following fees:
1.
Urbanisation works/Land Development works carried out through the Ordinary Operative
Scheme:
Phase 1 (draft of the preliminary plan): 1% of the reference cost of construction;
Phase 2 (collection of the building permit): 2.3% of the reference cost of construction;
Executive planning phase: 1.5% of the reference cost of construction; and
Implementation phase: 5.2% of the reference cost of construction.
2.
Land development works carried out through the General Contracting Operative Scheme:
Phase 1 (draft of the preliminary plan): 1% of the reference cost of construction;
Phase 2 (draft of the final plan and collection of the building permit): 2.3% of the reference cost
of construction; and
• Identification of general contractor: 1% of the reference cost of construction.
Upon completion of the Project Services, should the final cost of works (not taking into account variations
to the development projects requested by the Fund Manager throughout the execution of works and, in any
case, assuming equal plans and specifications) prove to be higher or lower than the reference cost of
construction by a percentage greater than 5% (the ‘‘Threshold’’), the fee due to the Project Manager:
(i) if costs are higher, will be decreased by a percentage equal to the percentage by which the final
cost of the works exceeds the Threshold; or
70
(ii) if the costs are lower, will be increased by a percentage equal to 20% of the saved amount, net of
the Threshold.
For the development of Edificio 16, the project management fee is equal to 11.5% of the aggregate capital
expenditure and approved construction costs of the project.
Each party may withdraw from the agreement with at least 3 months’ prior written notice to the other
party. If the Project Manager withdraws from the project management agreement, the Fund Manager shall
pay to the Project Manager a fee pro-rata to any services completed as of the date of termination of the
agreement. If the Fund Manager withdraws from the agreement, it will pay to the Project Manager a fee
pro rata to any services performed until the date of termination of the project management agreement and
a penalty equal to 10% of the project management fee pro rata to the services activated but not yet
performed.
The agreement is automatically terminated if, inter alia, (i) Pirelli & C. Real Estate S.p.A. sells, transfers
or disposes of all its shares in Spazio Industriale II B.V. and (ii) in relation to any property, following its
sale or disposition.
The indemnification obligations of the Project Manager are substantially similar to those of the Property
Manager under the Property Management Services Agreement and are triggered only for damages arising
out of the gross negligence or wilful misconduct of the Project Manager in connection with the Project
Management Services. The maximum overall aggregate obligation of the Project Manager will not exceed
the amount of fees due to it during the term of the agreement with respect to the project service from
which the indemnity obligation may arise although such limitation does not apply in respect of claims by
employees or personnel of the Fund Manager, including external consultants whose fees are not for the
account of the fund.
Agency
Agency services are provided under an agreement dated 29 June 2006 between Pirelli & C. Real Estate
Agency S.p.A. (the ‘‘Agency Manager’’) and the Fund Manager on behalf of the Fund for the performance
of the following services related to the Fund’s properties (the ‘‘Agency Services’’):
(i) sale/disposition services;
(ii) marketing services; and
(iii) leasing services.
Minimum service level standards are set forth in the agreement for the performance of the Agency
Services, including visits of the properties by prospective clients, analysis of proposals for the acquisition or
lease of properties, draft preliminary and final sales or lease contracts on the basis of standard forms
approved by the Fund Manager, drafts of marketing plans, fulfilling reporting obligations and document
delivery to the Fund Manager.
The agency agreement will be effective until the winding up of the Fund unless terminated earlier by the
parties. The agency agreement will be automatically terminated, inter alia, if (i) the Agency Manager falls
short of the minimum service level requirements and does not remedy the breach within 30 days after
written notice of such breach being given by the Company; or (ii) Pirelli & C. Real Estate S.p.A. sells,
transfers or disposes of all its shares in the Fund Manager.
Each party may withdraw from the Agency Agreement on providing at least 90 days prior written notice to
the other party.
As consideration for the Agency Services, the Agency Manager will be entitled to the following fees:
(a) sale services:
• if the property is a building: (i) 3% of the portion of the purchase price (net of VAT, stamp
duties, etc.) (the ‘‘Transaction Price’’) up to A2,500,000; (ii) 2% of the portion of the
Transaction Price exceeding A2,500,000 up to A20,000,000; (iii) 1.5% of the portion of the
Transaction Price exceeding A20,000,000 up to A50,000,000.00; plus (iv) 1% of the portion of
the Transaction Price exceeding A50,000,000. In case of the sale of more than one property in a
single transaction, such fee shall be calculated on the entire Transaction Price paid for all
properties; and
71
• if the property is a constructable area or a plot of land: 3.5% of the Transaction Price (net of
VAT, stamp duties, etc.).
(b) lease services:
• 10% of the average annual rent payable by the tenant in the first period of duration of such
lease (excluding renewals, etc.).
Costs of marketing services will be paid by the Fund Manager upon receipt of the relevant invoice from the
relevant supplier.
The indemnification obligations of the Agency Manager are triggered only for damages arising out of the
gross negligence or wilful misconduct of the Agency Manager and of the conduct/omission of the Agency
Manager’s affiliates, Pirelli & C. Real Estate Franchising S.p.A. and its franchisees, in connection with
the Agency Services rendered or to be rendered pursuant to the agency agreement. Furthermore, the
indemnity obligations of the Agency Manager are limited to the amount of fees paid or payable to the
Agency Manager during the duration of the agency agreement with respect to the relevant Agency Service.
Such limitation will not apply in respect of claims by employees and/or personnel of the Agency Manager,
including external consultants whose fees are not for the account of, the Fund, whatever the amount of
such claim may be.
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7.
FEE SUMMARY
Below is a summary of the principal asset management and corporate services fees payable by the Fund
and the Company:
Fees Payable by the Fund
Recipient
Type of Fee
Amount
Fund Manager . . . . . . . . .
Fund Management
0.70% on an annual basis of the historic
acquisition costs of real estate based on the
average of (a) the aggregate assets
(including capitalized costs) owned by the
Fund at the end of each quarter and
(b) the aggregate historic aquisition costs
of the real estate assets (including
capitalized costs) owned by the Fund at the
end of the immediately preceding quarter.
The aggregate fee on an annual basis shall
not be less than A530,000.
Banca Intesa S.p.A. . . . . .
Depository Bank
0.018% of the annual average value of the
Fund, calculated as the average overall net
asset value of the Fund (net of unrealised
capital gains).
Property Management Fee
(technical services)
(i) 2% of the annual passing rent for assets
with one tenant.
Pirelli & C. Real Estate
Property Management
S.p.A. . . . . . . . . . . . . . . .
(ii) 3% of the annual passing rent for
assets with multiple tenants.
Project Management
S.p.A. . . . . . . . . . . . . . . .
Facility Management Fee
5% of actual operating expenses plus
ordinary maintenance expenses (save where
such expenses are paid by, or recoverable
from, the tenant).
Project Management Fee
10% of any extraordinary maintenance
expenses (save where such expenses are
paid by, or recoverable from, the tenant).
Re-letting Services
10% of the average annual rent payable by
the tenant.
Buy-out Services
8% of the excess of the estimated market
rent over the previous rent.
Project Management Fee
(i) 10% of the reference cost of
construction (in the case where there is no
general contractor); or (ii) 4.3% of
reference cost of construction (in the case
where there is a general contractor).
NB: For the development of Edificio 16,
11.5% of the aggregate reference costs of
construction of the project.
73
Recipient
Agency S.p.A. . . . . . . . . . .
Type of Fee
Amount
Agency Fee
(i) For letting services, 10% of the average
annual rents for the first contracted prebreak term. (ii) For disposition services,
3% of the Transaction Price up to
A2.5 million, plus 2% of the Transaction
Price exceeding A2.5 million and up to
A20 million, plus 1.5% of the Transaction
Price exceeding A20 million and up to
A50 million, plus 1% of the Transaction
Price exceeding A50 million.
NB: This fee is 3.5% of the asset price if
the Transaction Price is a constructable
area or plot of land.
Fees Payable by the Company
Recipient
(the Corporate Manager) . .
Type of Fee
Amount
Corporate Management
Fee
74
0.15% on an annual basis of the average of
(a) the aggregate historic acquisition cost
or transfer value of the assets (including
transaction costs, maintenance costs,
financing costs and capitalised costs) owned
by the Fund at the end of each quarter and
(b) the aggregate historic acquisition costs
or transfer value of the assets (including
transaction costs, maintenance costs,
financing costs and capitalised costs) owned
by the Fund at the end of the immediately
preceding quarter. The aggregate fee on an
annual basis shall not be less than
A350,000.
PART IV
PORTFOLIO
1.
PROPERTY CATEGORIES
A majority of the properties in the Fund’s portfolio consist of income producing properties with long term
quality tenants. The Fund also has a conversion portfolio and two well positioned development projects.
Income Producing and Conversion Assets: Income producing properties are properties that are currently
generating income through rent paid by a tenant (or tenants) pursuant to a lease contract. Conversion
properties are properties that are currently vacant but either are available for immediate occupancy or are
properties which the Fund Manager considers would derive further value through their redevelopment to a
use different from industrial/logistics/labs and, consequently the Fund Manager intends to seek to re-zone
and subsequently sell for redevelopment rather than retain the asset in the Fund and develop the project
in-house. In such circumstances, the asset will be put on the market in order to obtain the maximum value.
The income producing and conversion assets comprise almost 91% of the Portfolio by open market value
as of 30 June 2006 and over 69% of the Portfolio by surface area.
Development Assets: Development properties are properties that the Fund is developing, refurbishing or
repositioning, or intends to develop, refurbish or reposition into income producing properties or sell to
third parties.
2.
INITIAL PORTFOLIO
The Initial Portfolio was valued as of 30 June 2006 at approximately A473.7 million based on the CBRE
Valuation Report. As of 30 June 2006, the percentage of income producing assets in the Initial Portfolio
was approximately 63% while development assets accounted for approximately 37% based on surface area.
A table containing certain information regarding the assets in the Initial Portfolio can be found in
paragraph 5 of this Part IV.
Income Producing Assets
The Initial Portfolio consists of 423 income producing assets comprising approximately 646,000 sqm of
surface area, which had an annual passing rent of approximately A28.2 million as of 30 June 2006. The
following property portfolios and assets comprise the income producing assets of the Initial Portfolio:
• Telecom Italia Portfolio. The Telecom Italia portfolio consists of 420 mixed use telephone exchange
properties located throughout Italy, mainly in urban areas, totalling approximately 556,400 sqm of
surface area, which is entirely leased to Telecom Italia for a total annual passing rent of
A24.1 million as of 30 June 2006. The total market value of the portfolio as of 30 June was
A375.6 million based on the CBRE Valuation Report and derived from the Historical Combined
Financial Information of the Group as at 30 June 2006. Under a framework agreement entered into
on 23 December 2005 between Telecom Italia, OMS, Pirelli RE and Spazio Industriale II B.V. (the
‘‘Telecom Italia Framework Agreement’’), on 29 December 2005, 30 March 2006 and 26 June 2006
OMS contributed to the Fund three tranches of assets (comprised of 246, 120 and 54 assets,
respectively). The assets are leased pursuant to contracts put in place prior to the contribution of
the properties and have durations of six or nine years (with automatic renewals for further six year
periods). The nine-year lease contracts account for approximately 69.6% of the annual passing rent
of the Telecom Italia portfolio. The lease start dates range from 1 December 2005 to 1 June 2006.
Telecom Italia may sublet the premises to other companies within its group or to other
telecommunication companies. In general, the lease contracts are terminable with 12 months’ prior
written notice by the tenant only after the first renewal. None of the leases are currently in a
renewal period. The Telecom Italia portfolio represents 86% of the annual passing rent of the
income producing assets in the Initial Portfolio.
• Pavia Logistics Complex. The logistics complex consists of eight warehouse buildings and two small
office buildings with a total surface area of approximately 39,000 sqm located next to the urban
centre of Pavia (30 km south of Milan). The entire complex is leased to Bertola Servizi Logistici
S.p.A. for a total annual passing rent of A 1.8 million. The total market value of the complex as of
30 June 2006 was A23.7 million based on the CBRE Valuation Report and derived from the
Historical Combined Financial Information of the Group as at 30 June 2006. The lease contract,
dated 1 February 2006, has a duration of six years with an automatic renewal for a further six year
75
period, and is terminable upon 18 months’ prior written notice by the tenant only before the first
renewal and upon 12 months’ prior written notice by either party after the first renewal. Bertola
Servizi Logistici S.p.A. is allowed to sublet the premises to other entities. The complex represents
approximately 6% of the annual passing rent of the income producing assets in the Initial Portfolio.
• Pasini Light Industrial Complex. The complex consists of three light industrial buildings of
approximately 29,000 sqm of surface area located in Sesto San Giovanni (Milan area). The property
is leased to Alstom Power Italia S.p.A. and ABB Cap S.p.A. for a total annual passing rent of
A1.4 million. The total market value of the property was A16.6 million as of 30 June 2006 based on
the CBRE Valuation Report and derived from the Historical Combined Financial Information of
the Group as at 30 June 2006. The real estate complex is located within a larger former industrial
area that is currently being redeveloped for commercial and residential use by the Pasini Group.
Both lease contracts were in place at the time of the Fund’s acquisition of the assets and were
transferred to the Fund together with the assets. The Alstom Power Italia S.p.A. lease has a start
date of 1 January 2006, with a seven year term and an automatic renewal for a further six year
period. The ABB Cap S.p.A. lease has a start date of 1 July 2001, with a six year term and an
automatic renewal for a further six year period. Centro Edison S.p.A., which is part of the Pasini
Group, from whom the Fund acquired the complex, has provided the Fund with a rental income
guarantee against the risk of ABB Cap S.p.A. terminating the lease at any time after the second
year of the lease contract and until 30 June 2011. ABB Cap S.p.A. may sublet the premises to third
parties. Alstom Power Italia S.p.A. may not sublet the premises. Alstom Power Italia S.p.A. has the
ability to terminate the lease contract with 12 months’ prior written notice after the first renewal
and the ABB Cap S.p.A. lease contract is terminable with six months’ prior written notice starting
from the second year of the lease by the tenant only, with none of the leases currently being in a
renewal period. The three buildings represent approximately 5% of the annual passing rent of the
income producing assets in the Initial Portfolio.
• Tivoli Logistics Complex. The complex consists of three main warehouses, one office building and a
small house with a total surface area of approximately 22,000 sqm, and is located in the logistics
district of Bagni di Tivoli (east of Rome). The complex is leased to Fiege Borruso S.p.A. for a total
annual passing rent of A0.9 million. The total market value of the property was A12.8 million as of
30 June 2006 based on the CBRE Valuation Report and derived from the Historical Combined
Financial Information of the Group as at 30 June 2006. Fiege Borruso S.p.A. is the Italian
subsidiary of FIEGE, a leading international logistics operator in Germany. The lease contract,
which was in place at the time of the Fund’s acquisition of the complex and was transferred to the
Fund with the assets, has a duration of 12 years (beginning in May 1997), with an automatic renewal
for a further six year period. The lease does not contain any provision for termination prior to the
end of the renewal period. Fiege Borruso S.p.A. may not sublet the premises to other entities. The
complex represents approximately 3% of the annual passing rent of the income producing assets in
the Initial Portfolio.
Development Asset
There is one development property in the Initial Portfolio, Eastgate Park, which the Company expects to
yield approximately 381,000 sqm of surface area. A summary of the Eastgate Park project is as follows:
• Eastgate Park. The project site is located in Portogruaro and Fossalta di Portogruaro Municipalities
(Province of Venice), equidistant from the cities of Venice, Trieste and Pordenone, near the highway
A4 Milan—Venice. The area is the largest authorised buildable area (clean brownfield site)
designated for industrial use in the north-eastern region of Italy, with a land area of approximately
1.6 million sqm and a market value of approximately A45 million as of 30 June 2006 based on the
CBRE Valuation Report. The applicable urban standards provide that about half of the area will be
handed over to the local authorities for public purposes (such as roads, parking and green areas).
The Fund Manager, on behalf of the Fund, intends to develop the project into an integrated park
containing approximately 381,000 sqm of surface area of which a manufacturing district (spaces for
medium and large businesses) of approximately 194,000 sqm, a logistics district of approximately
130,000 sqm, a small business zone (multi-let industrial estate typology) of approximately
23,000 sqm, a services (labs/tech) area of approximately 35,000 sqm and an incubator building for
industrial start-ups. With regard to the logistics district, the development plan provides for the
construction of four buildings of approximately 32,000 sqm each (with minimum partitions of
approximately 16,000 sqm) in accordance with Category A International Logistics Building
76
standards. Urbanisation work (the creation of infrastructure, a road network, parking, green areas,
etc.) started in June 2006. Construction of one building of each type (Industrial, Artisan and
Logistics) on a speculative basis is expected to begin in the fourth quarter of 2006. Subsequently,
the buildings are expected to be pre-sold or pre-let prior to construction. The total cost of the
development is estimated to be approximately A236 million. The Company believes Eastgate Park is
strategically located for integrated logistics/industrial activities, as it is close to major regional traffic
distribution routes. Eastgate Park has a direct connection to the Pan-European Corridor 5, the
major east-west artery linking Barcelona (Spain) and Kiev (Ukraine), making it ideally situated for
commerce travelling between Western and Eastern Europe. Eastgate Park is also easily accessible to
the commercial harbours of Venice and Trieste.
3.
ADDITIONAL PORTFOLIO
In addition to the Initial Portfolio, the Fund Manager, on behalf of the Fund, has entered into a binding
agreement, subject to Admission, to purchase the Additional Portfolio for A205.2 million from affiliated
entities of the Company’s current shareholders and which are also currently managed by Pirelli RE Group.
The property transfer will be effected by notarial deeds to be entered into after Admission. The Additional
Portfolio has been valued, as of 30 June 2006, at A205.2 million based on the CBRE Valuation Report. The
percentage of income producing and conversion assets in the Additional Portfolio was 93% and the
percentage of development assets was 7% as of 30 June 2006 based on surface area. A table containing
certain information regarding the assets in the Additional Portfolio can be found in paragraph 5 of this
Part IV.
Income Producing and Conversion Assets
The income producing and conversion assets of the Additional Portfolio had an annual passing rent of
approximately A12.6 million as of 30 June 2006. There are 17 income producing properties and seven
conversion properties in the Additional Portfolio, consisting of approximately 228,500 sqm of aggregate
surface area. The following property portfolios and assets comprise the income producing and conversion
assets of the Additional Portfolio:
• Prada Portfolio. This portfolio consists of seven light industrial and warehouse properties, five of
which are located in Tuscany and two of which are located in the Marche region, totalling
approximately 114,000 sqm of surface area. The assets are currently fully let to Prada for a total
annual passing rent of approximately A6.7 million. As of 30 June 2006, the total market value of the
assets was approximately A91.6 million based on the CBRE Valuation Report. The relevant leases
will be transferred to the Fund upon acquisition of such real estate assets. The leases have a
duration of six or 12 years, with automatic renewal for a further six year period, and are terminable,
after the first renewal, upon 24 months’ prior written notice by the lessor, or 24 or 12 months’ prior
written notice by the lessee, depending on the lease contract. These leases have a commencement
date of 19 January 2005, and thus have not yet entered a renewal phase. Under the terms of the
leases, Prada may, without the consent of the lessor, sublet the premises only to other entities in its
group and, in addition to rent, it must pay maintenance and insurance expenses, together with all
taxes. The portfolio represents approximately 54% of the annual passing rent of the income
producing and conversion assets in the Additional Portfolio.
• Enel Portfolio. This portfolio consists of 17 light industrial properties located throughout Italy. The
total surface area of the portfolio is approximately 114,000 sqm and it has a total annual passing
rent of approximately A5.8 million. The total market value of the portfolio was approximately
A99 million as of 30 June 2006 based on the CBRE Valuation Report. The portfolio can be divided
into two categories of assets:
• 10 income producing assets, which are currently leased to Enel Group (six assets), Wind
Telecomunicazioni S.p.A. (three assets), INPS (two assets) and Prima Comunicazione S.r.l.
(one asset). The relevant leases will be transferred to the Fund upon acquisition of such real
estate assets. The durations of the leases are six years, nine years or 12 years, all with automatic
renewal for further six-year periods. These leases have commencement dates ranging from
1 March 1999 to 1 September 2006 and all but one of them have not yet entered a renewal
phase (the one that has entered a renewal phase is not considered to be material). Under the
terms of the leases, apart from the lease with INPS, the tenants may sublet the premises to
77
entities of their group, and, in the case of Enel Group and Wind Telecomunicazioni S.p.A., to
public entities.
• seven conversion assets, which consist of light industrial/mixed use properties that are currently
vacant, totalling approximately 26,000 sqm of surface area. The Company believes these vacant
properties have strong redevelopment and conversion potential related to their location and
land size. The Fund Manager, on behalf of the Fund, intends to seek to re-zone these
properties into residential, retail or office use and sell them to local developers for
redevelopment in order to maximise the value from these assets.
This portfolio represents approximately 46% of the annual passing rent of the income producing and
conversion assets in the Additional Portfolio.
Development Asset
There is one development property in the Additional Portfolio, Edificio 16, which the Company expects to
yield approximately 18,000 sqm of surface area and which had an open market value as of 30 June 2006 of
approximately A14.6 million based on the CBRE Valuation Report. A summary of the Edificio 16 project is
as follows:
• Edificio 16. This development property is a historical industrial building located in Milan in the
Bicocca district, which is one of the main redevelopment projects undertaken in Milan in the last 10
years, and has been carried out to date by the Pirelli RE Group. Edificio 16 is currently vacant and
refurbishment works are in process to transform the building into laboratories, show-rooms and
factory lofts. The original external brick facade is expected to be maintained to keep the historical
industrial flavour. The building is expected to be divided into approximately 59 single units of
approximately 150 sqm to 600 sqm. The total cost to the Fund of the redevelopment is estimated to
be A23.6 million, which will include the cost of capital expenditures incurred by the seller between
1 July 2006 and the date of transfer of the assets. Once completed, the Company expects the Fund
Manager, on behalf of the Fund, to sell each unit to end users.
4.
PIPELINE
The remaining portion of the proceeds of the Offer, together with borrowings available to the Fund under
the New Medium Term Facilities, will be used to fund capital expenditures related to development and
redevelopment projects and additional acquisitions. The Fund Manager, on behalf of the Fund, is in
various stages of negotiation with a number of other parties for the acquisition of additional real estate
assets. If the Fund Manager enters into an agreement on behalf of the Fund for the acquisition of a
property, such agreement will likely be subject to customary conditions to closing, including the completion
of due diligence investigations, environmental studies, zoning and the availability of financing on
commercially acceptable terms. There can be no assurance that such agreement will lead to the completion
of the transaction. The following provides information related to some of the Fund’s agreements for future
acquisitions:
• Telecom Italia Fourth Tranche. Under a framework agreement entered into between Telecom
Italia, OMS, Pirelli RE and Spazio Industriale II B.V. on 23 December 2005, as subsequently
modified on 21 June 2006, Telecom Italia and OMS agreed to transfer to the Fund, by 20 December
2006, up to 21 additional telecom exchange properties, subject to assessed transferability. The
portfolio, comprised of assets of the same building type as those already owned by the Fund, is
entirely leased to Telecom Italia. Depending on the number of properties effectively transferred,
the total purchase price is up to approximately A13.2 million. The aggregate annual passing rent is
up to A1.1 million and the total market value of the portfolio is up to approximately A17.1 million as
of 30 June 2006 based on the CBRE Valuation Report.
• Pasini Office Building. On 23 March 2006, the Fund Manager, on behalf of the Fund, signed a
preliminary purchase agreement subject to development completion with Pasini Group to acquire a
brand new office building located in Sesto San Giovanni (Milan area), comprising approximately
13,000 sqm of surface area, being developed by the Pasini Group. The building is part of the Pasini
Light Industrial Complex described in paragraph 2 above and, on an aggregate basis, the properties
in such complex as owned by the Fund after completion of this transaction will consist of
approximately 42,000 sqm of surface area. At completion of the building, contractually expected no
later than 31 December 2007, Alstom Power Italia S.p.A. is expected to lease approximately
78
7,800 sqm pursuant to a preliminary lease contract, which provides for an annual passing rent of
approximately A1.3 million. For the unleased portion (5,300 sqm as of the date of the signing of the
preliminary purchase agreement), Pasini Group will guarantee an annual rental income of
approximately A0.5 million for a maximum period of six years. The minimum purchase price is
expected to be approximately A24.6 million, based on the capitalisation of the annual passing rent
derived from the lease agreements described above at a rate of 7.5%. Pasini Group, within two
years from the end of the building’s construction, will have the ability to substitute its lease
guarantee with third party lease agreements. In the event that the rent from such lease agreements
exceeds the Pasini Group rental guarantee, the Fund has agreed to pay an earn-out to Pasini Group,
which will be calculated by capitalising the incremental rent at a rate of 7.5%. In any event, the
maximum purchase price for this property cannot exceed A30.6 million (the ‘‘Maximum Price’’).
The building’s market value as of 30 June 2006 is approximately A31.8 million based on the CBRE
Valuation Report, assuming the Maximum Price.
• Additional Eastgate Park Acquisitions. In connection with Eastgate Park discussed in paragraph 2
above, an option contract and a purchase agreement have been signed by the Fund Manager, on
behalf of the Fund, to purchase or have the right to purchase, as appropriate, an additional two
segments of land totalling approximately 84,000 sqm of surface area for a total price of
approximately A10 million. As of 30 June 2006, the total estimated market value of these two land
segments was approximately A11.2 million based on the CBRE Valuation Report. These purchases
will expand the Eastgate Park development to a total surface area of approximately 464,000 sqm
and will result in the Fund owning almost all of the land available for redevelopment in the Eastgate
Park area. More specifically, the call option contract, signed on 31 July 2005, gives the Fund the
right to purchase before 31 December 2006 a piece of land totalling approximately 71,000 sqm of
surface area at a price of approximately A8.8 million, and under the preliminary purchase contract
signed on 11 May 2006, the Fund has agreed to purchase before 30 September 2006 a piece of land
totalling approximately 13,000 sqm of surface area at a price of approximately A1.2 million
(approximately A0.2 million of which has been paid as a down payment).
5.
INFORMATION CONCERNING THE PORTFOLIO
This section sets out information regarding the Portfolio on an aggregate basis, which information
is unaudited.
5.1 In General
The Portfolio has been valued as of 30 June 2006 at approximately A679.0 million based on the CBRE
Valuation Report and contains 449 assets. Of these 449 real estate assets, 446 are freehold assets and three
are leasehold assets representing approximately A4.8 million or 0.7% of the Portfolio’s market value at
30 June 2006 based on the CBRE Valuation Report. The annual passing rent of the Portfolio is
approximately A40.7 million, reflecting a gross rental yield of approximately 6.6%.(18)
The following table sets out information as of 30 June 2006 regarding the properties to be included in the
Portfolio:
Portfolio
Initial Portfolio
Telecom . . . . . . . . . . . .
Tenant
Lease
Start
Expiring
(first break)
Break
Option
No of
Properties
Location
Property
Tax
2006 (Euro)
01-Dec-05
01-Dec-11
3,643,546
90
throughout Italy
82,315 52,550,000
01-Dec-05
01-Dec-14
10,936,752
156
throughout Italy
271,378 177,800,000
565,508
Telecom Italia Spa
01-Mar-06
01-Mar-12
2,601,483
60
throughout Italy
63,055 35,670,000
177,053
Telecom Italia Spa
01-Mar-06
01-Mar-15
3,549,395
60
throughout Italy
77,765 55,940,000
175,167
Telecom Italia Spa
01-Jun-06
01-Jun-12
1,094,525
22
throughout Italy
20,008 15,920,000
55,413
Telecom Italia Spa
01-Jun-06
01-Jun-15
2,300,524
32
throughout Italy
41,834 37,760,000
99,846
24,126,225
420
556,355 375,640,000
1,262,126
Sesto San
Giovanni
(MI)
28,613 16,600,000
66,023
28,613 16,600,000
66,023
Pavia
39,064 23,700,000
135,574
ABB Cap S.p.A
29-Jun-01
29-Jun-07(2)
428,000
Alstom Power Italia S.p.A
01-Jan-06
01-Jan-13
from year 2
Bertola Servizi Logistici Spa
01-Feb-06
01-Feb-12
971,100
Total Pasini . . . . . . . . . .
(18)
Market
Value
(Euro)
Telecom Italia Spa
1
Pavia . . . . . . . . . . . . .
Surface
Area
(sqm)
Telecom Italia Spa
Total Telecom . . . . . . . . .
Pasini . . . . . . . . . . . . .
Annual
Rent
2006(1)
(Euro)
1
1,760,000
1
Value of development assets not included.
1,399,100
79
189,139
Portfolio
Tenant
Tivoli . . . . . . . . . . . . .
Fiege Borruso
Eastgate Park . . . . . . . . .
DEVELOPMENT
Lease
Start
01-May-97
Expiring
(first break)
01-May-09
Total Initial Portfolio . . . . . .
Additional Portfolio
Prada . . . . . . . . . . . . .
Annual
Rent
2006(1)
(Euro)
898,800
28,184,125
Market
Value
(Euro)
Property
Tax
2006 (Euro)
1
Tivoli (RM)
22,227 12,800,000
1
Portogruaro (VE)
381,000 45,000,000
38,719
1,027,259 473,740,000
1,562,233
12,719 10,730,000
36,597
424
59,792
832,266
Prada Spa
19-Jan-05
19-Jan-11
Prada Spa
19-Jan-05
19-Jan-17
6,727,432
7
INPS
01-Aug-04
01-Aug-10
222,640
1
Genova
Prima Comunicazione Spa
27-Oct-04
27-Oct-13
1,242,456
1
Turate (VA)
ENEL Group
01-Jul-04
01-Jul-16
265,612
1
Ancona
4,364
4,520,000
13,286
ENEL Group
01-Jul-04
01-Jul-10
631,909
1
Brescia
9,010
7,350,000
21,056
2 Residential tenants
01-Apr-04
01-Apr-08
3,478
ENEL Group
01-Jul-04
01-Jul-16
327,016
1
Campobasso
7,688
4,810,000
24,789
ENEL Group
01-Jul-04
01-Jul-10
183,555
INPS
01-Sep-06
01-Sep-15
195,000(3)
From year 9
(second break)
Wind
01-Oct-04
01-Oct-10
9,786
from year 6
(second break)
1
Genova—
Sanpierdarena
14,048 10,990,000
41,011
Wind
01-Oct-04
01-Oct-10
2,138
Wind
01-Jul-04
01-Jul-13
217,127
ENEL Group
01-Jul-04
01-Jul-10
214,332
1
Monfalcone
(GO)
4,023
2,630,000
11,278
Wind
01-Jul-04
01-Jul-10
191,607
Wind
01-Jul-04
01-Jul-13
477,342
1
Milano
5,598
9,240,000
9,756
01-Apr-04
01-Apr-08
2,861
ENEL Group
01-Jul-04
01-Jul-16
1,140,585
ENEL Group
01-Jul-04
01-Jul-10
393,648
1
Venezia
19,912 21,270,000
46,104
Wind
01-Dec-04
01-Dec-10
6,592
ENEL Group
01-Jul-04
01-Jul-10
71,634
1
Firenze
01-Apr-04
01-Apr-08
13,673
5,812,991
10
Wind
01-Mar-99
01-Mar-08
7,023
1
Novara
5,295
1,950,000
8,042
Wind
01-Jan-06
01-Jan-12
10,446
1
Varese
4,999
3,800,000
10,161
1,193
01-Oct-10
1
Terranuova
Bracciolini (AR)
1,811,760
2
Ancona-Arezzo
31,889 24,230,000
90,618
4,083,406
4
Montegranaro
(AR)—
Montevarchi
(AR)—Levanella
(AR)—
Castiglion
Fibocchi (AR)
69,479 56,620,000
144,605
114,087 91,580,000
271,820
509
Total Enel Vacant Assets . . . .
17,978
DEVELOPMENT
from year 3
Surface
Area
(sqm)
19-Jan-11
01-Oct-04
Edificio 16 . . . . . . . . . . .
Location
19-Jan-05
Total Enel Leased Assets . . . .
Enel—Vacant Assets . . . . . .
No of
Properties
Prada Spa
Total Prada . . . . . . . . . .
Enel—Leased Assets . . . . . .
Break
Option
2,036
3,110,000
5,781
18,555 18,970,000
61,871
from year 6
from year 6
(second break)
from year 6
(second break)
3,405
1,700,000
8,521
88,639 84,590,000
243,452
1
Livorno
958
650,000
1
Portoferraio (LI)
4,174
3,000,000
2,837
1
Corbetta (MI)
1,995
2,420,000
6,074
1
Morbegno (SO)
6,205
1,550,000
6,405
1
Schio (VI)
2,114
1,040,000
1,595
7
1
Milano
25,740 14,410,000
36,307
18,000 14,640,000
28,104
Total Additional Portfolio . . . .
12,558,402
25
246,466 205,220,000
579,683
General Total . . . . . . . . .
40,742,527
449
1,273,725 678,960,000
2,141,916
(1) Annual Passing Rental Income has been calculated by reference to rent for the quarterly or monthly period ending 30 June 2006
invoiced or to be invoiced, in each case calculated on an annualised basis. This data has not been subject to an audit or
independent financial review and does not take into account any related expenditure (including insurance, tax and bad debts).
(2) Income guaranteed up to June 2011.
(3) Rent payment starting on 1 November 2006.
80
The following diagrams set out information as of 30 June 2006 regarding the properties to be included in
the Portfolio:
Total portfolio by type (per sqm)
Total portfolio by type (per market value)
Vacant
2%
Vacant
2%
Development
9%
Development
31%
Income
Producing
67%
Income
Producing
89%
3JUN200601160844
3JUN200604071695
Portfolio by asset type (per sqm)
Key statistics
19%
31%
Total surface area (sqm) . . . . . . . . . .
—Income producing and conversion
(including vacant) . . . . . . . . . . . .
—Development . . . . . . . . . . . . . . .
Average surface area per income
producing and conversion asset
(sqm) . . . . . . . . . . . . . . . . . . . . . .
5%
1,273,725
874,725
399,000
1,957
45%
Development
Logistics
Labs/Tech
Light Industrial
4JUN200622483370
The lease maturity for the Portfolio can be summarised as follows:
First Term Lease Expiries by % of Current Rent Roll
30,0%
45,0
35,0
30,0
20,0%
25,0
15,0%
20,0
10,0%
15,0
10,0
5,0%
0,0%
Cumulative Rents
(€/milions)
40,0
25,0%
5,0
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
Lease Exipres
0%
2%
0%
2%
5%
14%
13%
7%
27%
15%
4%
10%
Cumulative Rent
40,7
39,9
39,9
39,0
37,1
31,2
81
25,7
22,8
11,9
5,8
4,1
0,0
28SEP200603125188
0,0
The average remaining lease duration as of the date of Admission is 7.1 years, assuming no renewals
(automatic or otherwise) of any of the leases.
5.2 Tenant Base
The Portfolio has 14 major tenants, which are principally telecommunications and utilities services
suppliers (Telecom Italia, Enel Group, Wind Telecomunicazioni S.p.A. and Prima Comunicazione S.p.A.),
a fashion designer (Prada), logistics operators (Fiege Borruso S.p.A. and Bertola Servizi Logistici S.p.A)
and providers of industrial components (ABB Cap S.p.A and Alstom Power Italia S.p.A.). Telecom Italia is
the largest tenant, representing approximately 59.2% of the total annual passing rent of the Portfolio as of
30 June 2006 on a pro forma basis, giving effect to the acquisition of the Additional Portfolio. The table
below shows the top ten tenants by share of total annual passing rent as of 30 June 2006 on a pro forma
basis giving effect to the total acquisition of the Additional Portfolio. The Company expects that further
acquisitions will dilute the Fund’s reliance on a small number of important tenants.
% annual passing
rent of Portfolio
Tenant
Telecom Italia . . . . . . . . . . . .
Prada . . . . . . . . . . . . . . . . . .
Enel Group . . . . . . . . . . . . . .
Bertola Servizi Logistica S.p.A.
Prima Comunicazione S.p.A. . .
Alstom Power Italia S.p.A. . . .
Wind Telecomunicazioni S.p.A.
Others . . . . . . . . . . . . . . . . . .
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
59.2%
16.5%
7.9%
4.3%
3.0%
2.4%
2.3%
4.4%
Type
Credit rating
Labs/Tech
Light industrial
Light industrial
Logistics
Labs/Tech
Light industrial/office
Labs/Tech
Light industrial/logistics
BAA2/BBB+
No rating
AA3
No rating
No rating
n/a
No Rating
n/a
5.3 Diverse Asset Base
Based on the CBRE Valuation Report, the top ten income producing and conversion properties by value
as of 30 June 2006 in the Portfolio accounted for approximately 30% of the total value of the Portfolio.
At the same date, the development properties represented approximately 8.8% of the total value of the
Portfolio based on the CBRE Valuation Report.(19)
5.4 Geographic Spread
The regional weightings of the Portfolio in Italy can be summarised as follows:
Total portfolio by geography (per sqm)
Portfolio by geography (per annual passing rent)
South
13%
50,0%
40,0%
40,0%
27,0%
30,0%
Centre
18%
20,0%
North
69%
15,0%
8,0%
10,0%
6,0%
4,0%
0,0%
Lombardy Tuscany
3JUN200601160150
Veneto
Sicily
Other
28SEP200602283278
Puglia
5.5 Scope for enhancement through active management
Pursuant to the Fund’s investment strategy, the Fund Manager will pursue opportunities to earn returns
from selected value-added development and redevelopment projects, while aiming to maintain a balanced
ratio of approximately 70% of the Portfolio based on market value in income producing and conversion
assets in order to provide a stable base of rental revenues.
The income producing and conversion assets, including the vacant assets to be converted, had an
occupancy rate of 97% (based on surface area) as of 30 June 2006 and therefore are expected to have a
(19)
Development values consist largely of the land/building value, with the addition of capital expenditures completed at the time of
the preparation of this admission document.
82
stable cash flow in accordance with the terms of the existing lease agreements. With respect to the vacant
spaces, mostly represented by vacant industrial urban assets, the Company believes it is possible to enhance
the Portfolio’s profitability through conversion and external redevelopment of such assets into a more
profitable use such as residential, retail and office space. The Fund Manager intends to take action to
further the conversion process regarding such assets, seeking town planning modification agreements with
the local municipalities where such assets are located.
Most of the assets comprised in the Telecom Italia portfolio are located in central or semi-urban areas and,
due to their location and nature, represent considerable potential for alternative and more profitable uses
(for most of the Telecom Italia assets, vacant possession could be higher than open market value based on
current lease terms).
5.6 Property Condition
Environmental surveys have been undertaken for each property in the Portfolio by a member of Pirelli RE
Group. These have been reviewed by the Fund Manager and by CBRE, and each believes the condition of
the Portfolio is adequate having taken into account the properties’ value, age, use, type and lease terms.
83
PART V
THE OFFER
1.
DESCRIPTION OF THE OFFER
The Company is issuing 20,480,000 Offer Shares and Moabar B.V. is offering 3,482,480 Offer Shares by
way of the Offer to certain institutional and professional investors in the UK and elsewhere. The Ordinary
Shares are being offered and sold outside the United States in reliance on Regulation S under the
Securities Act, and within the United States to persons reasonably believed to be qualified institutional
buyers as defined in Rule 144A. Certain restrictions that apply to the distribution of this document and
Ordinary Shares are described in paragraph 4.16 of Part VIII.
Pursuant to the Offer, the Company will receive approximately A242.5 million from the subscription of new
Offer Shares, net of underwriting commissions and estimated offering and expenses of A13.5 million
payable by the Company. Pursuant to the Offer, Moabar will receive approximately A42.4 million from the
subscription of Existing Ordinary Shares, net of underwriting commissions and assuming no exercise of the
Over-allotment Option. The Company will not receive any of the gross proceeds from the sale of the
Existing Ordinary Shares to be sold by Moabar B.V.
Each Investor participating in the Offer is required to subscribe for Offer Shares in a minimum amount of
EUR 50,000.
2.
ALLOCATION
All Ordinary Shares being issued by the Company in the Offer will rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and other distributions declared,
made or paid on the Ordinary Shares after Admission. Any Existing Ordinary Shares sold by the Selling
Shareholders will be sold together with the right to receive all dividends and other distributions declared,
made or paid on the Ordinary Shares after Admission. The Ordinary Shares allocated under the Offer
have been underwritten, subject to certain conditions, by the Underwriters as described in the paragraph
headed ‘‘Underwriting Arrangements’’ below and in paragraph 7 of Part VIII of this document.
Allocations under the Offer will be determined at the discretion of the Underwriters following consultation
with the Company and the Selling Shareholders, after indications of interest from prospective Investors
have been received. All Ordinary Shares issued or sold pursuant to the Offer will be issued, payable in full,
at the Offer Price.
3.
DEALING ARRANGEMENTS
The Offer is subject to the satisfaction of certain conditions contained in the Underwriting Agreement that
are typical for an agreement of that nature. Certain conditions are related to events that are outside the
control of the Company, the Directors and the Underwriters. Further details of the Underwriting
Agreement are described in paragraph 7 of Part VIII of this document.
It is expected that Admission will take place and unconditional dealings in the Ordinary Shares will
commence on AIM at 8.00 a.m. (London time) on 18 October 2006. Prior to Admission, it is expected that
dealings in the Ordinary Shares will commence on a conditional basis on 13 October 2006. The earliest
date for settlement of such dealings will be the date of Admission. All dealings in the Ordinary Shares
prior to the commencement of unconditional dealings will be on a ‘‘conditional basis’’, will be of no effect
if Admission does not take place and will be at the sole risk of the parties concerned. These dates and
times may be changed.
Each Investor will be required to undertake to pay the Offer Price for the Ordinary Shares sold or issued
to such Investor in such manner as shall be directed by the Underwriters.
4.
CREST AND DEPOSITORY INTERESTS
CREST is a paperless settlement procedure enabling securities to be transferred otherwise than by written
instrument. CRESTCo is unable to take responsibility for the electronic settlement of shares issued by
non-UK companies in certain jurisdictions, including The Netherlands.
84
Depository interests allow registered shares to be dematerialised and settled electronically. The registered
shares are transferred to a nominee company, which then issues depository interests to the CREST
accounts of individual shareholders on a one-for-one basis and provides the necessary custodial service.
Depository interests can then be traded and settled within the CREST system in the same way as any other
CREST shares.
The Company, through Capita IRG Trustees Limited, has established a depository interest facility
pursuant to which Depository Interests representing Ordinary Shares will be issued, allowing shareholders
to hold their Ordinary Shares in dematerialised form; it is expected that Ordinary Shares allocated to
investors pursuant to the Offer will be delivered in dematerialised form represented by Depository
Interests. Shareholders who elect to hold their Ordinary Shares in uncertificated form through the
depository facility will be bound by a Deed Poll, the terms of which are summarised in paragraph 12 of
Part VIII.
The Company will apply for the Depository Interests to be admitted to CREST with effect from
Admission. Depository Interests will have the same international security identification number (ISIN) as
the underlying Ordinary Shares and will not require a separate application for admission to trading
on AIM.
For more information concerning CREST, Shareholders should contact their brokers or CRESTCo
Limited at 33 Cannon Street, London, EC4M 5SB, United Kingdom.
Trading in Depository Interests on AIM will require Shareholders to deal through a stockbroker or other
intermediary who is a member of the London Stock Exchange. Shareholders resident outside the UK
should ensure that their stockbroker is either a member of the London Stock Exchange or has in place
arrangements allowing them to effect trades on AIM.
Shareholders who elect to hold their Ordinary Shares in uncertificated form though the Depository
Interest facility will be bound by a Deed Poll, the terms of which are summarised in paragraph 12 of
Part VIII. In such case, the Company’s share register will show the nominee company, Capita IRG
Trustees Limited, as the holder of the Ordinary Shares, but the beneficial interest will be with the
Depository Interest holder who continues to receive the rights attaching to the Ordinary Shares as he or
she would have done had he or she elected to hold shares in registered form. Depository Interest holders
can convert their Ordinary Shares into registered form (instead of dematerialised form) at any time and
such shareholding will be evidenced by the entry of the shareholder’s name onto the register of members.
A share certificate will not be issued. Such a transfer will, however, require the execution of a notarial deed
in The Netherlands and the associated costs may exceed A750.
Stamp duty or stamp duty reserve tax considerations in relation to Depository Interests are set out in
paragraph 8.3 of Part VIII. It is anticipated that permission will be given for the holding and settling of
Depository Interests in respect of the Company through CREST with effect from the date of Admission.
Depository Interests will have the same international security identification number (‘‘ISIN’’) as the
underlying Ordinary Shares and will not require a separate application for admission to trading on AIM.
Further details of the depository arrangements are set out in paragraph 12 of Part VIII of this document.
When admitted to trading on AIM, the Ordinary Shares, and any Depository Interests representing them,
will be registered with ISIN NL0000686319 and SEDOL B170CW5 and the Company’s stock exchange
symbol will be SPNV. The Ordinary Shares will be in registered form. The primary share register will be
maintained in The Netherlands at the Company’s registered office. The Depository Interests register will
be maintained by the Registrar.
Share certificates for Ordinary Shares will not be issued.
5.
OVER-ALLOTMENT AND STABILISATION
In connection with the Offer, Deutsche Bank, as stabilising manager, or any of its agents, may, (on behalf
of the Underwriters) to the extent permitted by applicable law effect transactions with a view to supporting
the market price of the Ordinary Shares at a level higher than that which might otherwise prevail in the
open market. Deutsche Bank is not required to enter into such transactions and such transactions may be
effected on AIM, any over-the-counter market or otherwise. Such stabilising measures, if commenced, may
be discontinued at any time and may commence on or after the date of publication of the Offer Price and
will end no later than 30 days thereafter. Save as required by law or regulation, neither Deutsche Bank nor
85
any of its agents intends to disclose the extent of any over-allotments and/or stabilisation transactions
under the Offer.
For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or
from sales of Ordinary Shares by it during the stabilising period, the Selling Shareholders have granted to
Deutsche Bank the Over-allotment Option, pursuant to which Deutsche Bank may, on behalf of the
Underwriters, require the Selling Shareholders to sell (on an equal basis) additional Ordinary Shares up to
a maximum of 5% of the total number of Ordinary Shares in the Company immediately following
Admission at the Offer Price, provided, however, that the Over-Allotment Option shall not be exercised if
the Offer Price is less than A14 and shall not be exercised to the extent that it would result in Pirelli RE
Netherlands B.V.’s holding in the Company being reduced to below 10%. If applicable, the Over-allotment
Option will be exercisable in whole or in part, upon notice by Deutsche Bank, at any time up to and
including 30 days after the date of publication of the Offer Price. Any Ordinary Shares made available
pursuant to the Over-allotment Option will be sold on the same terms and conditions as the Ordinary
Shares being issued in the Offer and will form a single class for all purposes with the other Ordinary
Shares.
6.
UNDERWRITING ARRANGEMENTS
On 13 October 2006, the Company, the Selling Shareholders and Pirelli RE entered into the Underwriting
Agreement with the Underwriters.
The Underwriting Agreement provides that the Underwriters will be paid a commission of 2.5% of the
gross proceeds of the Offer. Any commissions received by the Underwriters may be retained and any Offer
Shares acquired by them may be retained or dealt with by them for their own behalf. Investors should be
aware that, while the ability of the Underwriters to retain Offer Shares is not unusual in underwriting
agreements, doing so to any significant degree could, because it limits the number of Ordinary Shares
generally available in the market, impact the market price of the Ordinary Shares.
Further details on the Underwriting Agreement are set out in paragraph 7 of Part VIII of this document.
7.
LOCK-UP AND ORDERLY MARKET ARRANGEMENTS
The Company has agreed not to issue, offer, sell, contract to sell, grant options over or otherwise dispose
of Ordinary Shares or enter into any financial product or security whose value is determined by reference
to the price of Ordinary Shares or announce any intention to do so subject to certain customary exceptions
for a period of 180 days following Admission without the prior written consent of the Joint Global
Moabar B.V. has agreed not to offer, sell, contract to sell, grant options over pledge or mortgage Ordinary
Shares or enter into any financial product or security whose value is determined by reference to the price
of Ordinary Shares or otherwise dispose of Ordinary Shares or announce its intention or mandate any third
party to do so for a period of 180 days after Admission without the prior written consent of the Joint
Global Co-ordinators (such consent not to be unreasonably withheld or delayed). In addition to customary
exceptions to the lock-up, Moabar B.V. is permitted to issue and/or sell to certain persons (including,
without limitation, to group companies and affiliates of Moabar B.V. and members of the Pirelli RE
Group) securities that are referenced to the price of the Ordinary Shares in connection with the
reoganisation of Spazio Industriale II B.V.
In addition, and subject to certain customary exceptions, Pirelli RE Netherlands B.V. has agreed not to
offer, sell, contract to sell, grant options over, pledge or mortgage Ordinary Shares or enter into any
financial product or security whose value is determined by reference to the price of Ordinary Shares or
otherwise dispose of Ordinary Shares or announce its intention or mandate any third party to do so for a
period of twelve months from the date of Admission without the prior written consent of the Joint Global
Furthermore, Pirelli RE Netherlands B.V. has undertaken to the Company that (subject to certain
customary exceptions) for so long as a direct or indirect subsidiary of Pirelli RE provides either corporate
management services to the Company or manages the Fund, Pirelli RE Netherlands B.V. will not dispose
of the Ordinary Shares held by it on Admission (other than any Ordinary Shares to be sold by it in the
event the Over-allotment Option is exercised) and that, furthermore, it will take all steps necessary
(including but not limited to subscribing for and/or purchasing Ordinary Shares) to ensure that at all times
it holds at least 10% of the entire issued share capital of the Company after the date of Admission.
86
For so long as a direct or indirect subsidiary of Pirelli RE provides either corporate management services
to the Company or manages the Fund, Promote Shares issued to Pirelli RE Netherlands B.V. pursuant to
the holding by Pirelli RE Netherlands B.V. of Preferred Shares in the Company will be subject to a lock-up
of 180 days from the date of issue of such Promote Shares. After expiry of such 180 day period, Pirelli RE
Netherlands B.V. shall be entitled to dispose of such Promote Shares, provided that in each subsequent
180 day period the number of Promote Shares subject to any such disposal represents not more than 20%
of the aggregate issuance of Promote Shares to Pirelli RE Netherlands B.V. on the immediately preceding
Test Date (as defined in the Articles). If in any subsequent 180 day period the number of Promote Shares
subject to a disposal represents less than 20% of the aggregate issuance of Promote Shares on the relevant
Test Date, Pirelli RE Netherlands B.V. is entitled to effect a disposal of such Promote Shares in any
subsequent period and such Promote Shares shall not count towards the calculation of the 20% threshold
in any subsequent 180 day period. Further details of the rights attaching to Preferred Shares issued by the
Company to Pirelli RE Netherlands B.V. are set out in paragraph 4.3 of Part VIII and in paragraph 16 of
Part II of this document.
87
PART VI
HISTORICAL COMBINED FINANCIAL INFORMATION OF THE GROUP
The Directors
Spazio Investment N.V. (formerly Spazio Industriale Investments I B.V.)
Herengracht 208
1016 BS Amsterdam
The Netherlands
as Lead Manager and Nominated Adviser
One Cabot Square
London E14 4QJ
United Kingdom
Deutsche Bank AG, London Branch
as Lead Manager
Winchester House
London EC2N 2DB
United Kingdom
Milan, 13 October 2006
Dear Sirs
We report on the financial information set out from page 90 to page 112. This special purpose combined
financial information has been prepared for inclusion in the AIM admission document dated 13 October
2006 (the ‘‘Admission Document’’) of Spazio Investment N.V. (the ‘‘Company’’) on the basis of the
accounting policies set out in paragraph 2 of the notes to the Combined Financial Statements. The
Company and its subsidiary Spazio Industriale—Fondo Comune di Investimento Immobiliare Speculativo
di Tipo Chiuso—(the ‘‘Fund’’) are referred to as the ‘‘Group’’.
This report is required by Schedule Two of the AIM Rules and is given for the purpose of complying with
that schedule and for no other purpose.
Responsibilities
The Directors of the Company are responsible for preparing the special purpose combined financial
information on the basis of preparation set out in note 2 to the special purpose combined financial
information and on the basis of International Financial Reporting Standards as adopted by European
Union (‘‘IFRS’’).
It is our responsibility to form an opinion as to whether the special purpose financial information gives a
true and fair view, for the purposes of the Admission Document, and to report our opinion to you.
Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM Rules to any person as
and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility
and will not accept any liability to any other person for any loss suffered by any such other person as a
result of, arising out of, or in connection with this report, required by and given solely for the purposes of
complying with item 23.1 of Annex I to the AIM Rules, consenting to its inclusion in the Admission
Document.
Basis of opinion
We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing
Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the
amounts and disclosures in the special purpose combined financial information. It also included an
assessment of significant estimates and judgments made by those responsible for the preparation of the
special purpose financial information and whether the accounting policies are appropriate to the Group’s
circumstances, consistently applied and adequately disclosed.
88
We planned and performed our work so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the
special purpose financial information is free from material misstatement whether caused by fraud or other
irregularity or error.
Our work has not been carried out in accordance with auditing standards generally accepted in the United
States of America or auditing standards of the Public Accounting Oversight Board (United States) and
accordingly should not be relied upon as if it had been carried out in accordance with those standards.
Opinion
In our opinion, the special purpose combined financial information gives, for the purposes of the
Admission Document, a true and fair view of the state of affairs of the Group as at the dates stated and of
its profits, cash flows and changes in equity for the period then ended in accordance with the basis of
preparation set out in note 2 of the notes to the financial information and on the basis of IFRS.
Declaration
For the purposes of paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report as
part of the Admission Document and declare that we have taken all reasonable care to ensure that the
information contained in this report is, to the best of our knowledge, in accordance with the facts and
contains no omission likely to affect its import. This declaration is included in the Investment Circular in
compliance with Schedule Two of the AIM Rules.
Yours faithfully
PricewaterhouseCoopers SpA
Elisabetta Caldirola
(Partner)
89
BALANCE SHEET
Note
ASSETS
Non-current Assets
Investment Property . . . . .
Current Assets
Inventory . . . . . . . . . . . . .
Trade receivables . . . . . . .
Other receivables . . . . . . .
VAT receivables . . . . . . . .
Financial instruments . . . .
Restricted cash . . . . . . . . .
Cash and cash equivalents
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(5)
428,740
(6)
(7)
(8)
(9)
(10)
(11)
(12)
29,500
397
816
12,864
1,281
6,254
2,018
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EQUITY
Shareholders’ equity
Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share premium and other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
481,870
(13)
(14)
(15)
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LIABILITIES
Current Liabilities
Bank borrowings and payables to other financial institutions .
Borrowings from Parent Company . . . . . . . . . . . . . . . . . . . .
Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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As at 30 June 2006
(in Euro thousand)
18
23,856
94,492
118,366
(16)
(17)
(18)
(19)
(20)
312,188
47,125
3,960
158
73
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
363,504
Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
481,870
The notes on page 94 to page 112 are an integral part of these Combined Financial Statements.
90
INCOME STATEMENT
Note
Rental income . .
Fair value gains .
Management fees
Other costs . . . .
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(21)
(22)
(23)
(24)
Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(25)
(26)
(27)
117
(7,276)
841
95,135
(28)
Net income for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EARNINGS PER SHARE
Basic earnings per share for the period (in Euro) . . . . . . . . . . . . . . . . . . . . .
10,380
93,774
(1,198)
(1,503)
101,453
Profit before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For the period ended
30 June 2006
(in Euro thousand)
—
95,135
(29)
5,285
91
STATEMENT OF CHANGES IN EQUITY
Note
Balance as at 22 November 2005 . . . . . . . . . . . . . . . .
Share
capital
Share
Premium
reserve and
Retained
other reserves Earnings
(in Euro thousand)
Total
Equity
—
—
—
—
—
(180)
—
(180)
Net income/(expenses) of the period recognised
directly in equity . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income for the period . . . . . . . . . . . . . . . . . . . . .
—
—
(180)
—
—
95,135
(180)
95,135
Total recognised income and expenses for the period . .
—
(180)
95,135
94,955
Issue costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interim dividends . . . . . . . . . . . . .
Issue of share capital . . . . . . . . . .
Premium on issue of share capital .
Combination of the entities . . . . .
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Balance as at 30 June 2006 . . . . . . . . . . . . . . . . . . . .
(14)
(15)
(13)
(14)
(14)
—
18
—
—
—
—
24,000
36
18
23,856
(643)
—
—
—
94,492
(643)
18
24,000
36
118,366
92
CASH FLOW STATEMENT
Note
Cash flow from operating activities
Profit before taxes . . . . . . . . . . . . . . .
Adjustments for:
Financial income . . . . . . . . . . . . . . . .
Financial expense . . . . . . . . . . . . . . . .
Allocation to Restricted cash . . . . . . . .
Fair value gains . . . . . . . . . . . . . . . . .
Change in inventories . . . . . . . . . . . . .
Change in trade receivables/payables . .
Change in other receivables/payables . .
Change in fair value of financial assets .
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95,135
(25)
(26)
(11)
(22)
(6)
(27)
Net cash flow absorbed from operating activities (A) . . . . . . . . . . . . . . . . . .
Cash flow from investing activities
Acquisition of investment property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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(117)
7,276
(6,254)
(93,774)
(29,500)
3,564
(13,448)
(841)
(37,959)
(5)
(25)
Net cash flow absorbed from investing activities (B) . . . . . . . . . . . . . . . . . . .
Cash flow from financing activities
Issue of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subscription of share premium net of issue costs . . . . . . . . . . . . . . .
Combination of the entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interim dividend distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from borrowings from banks and other financial institutions
Repayment of borrowings from banks and other financial institutions
Proceeds from borrowings from Parent Company . . . . . . . . . . . . . . .
For the period ended
30 June 2006
(in Euro thousand)
(334,966)
117
(334,849)
(13)
(14)
(15)
(16)
(30)
(16)
(17)
18
23,820
36
(643)
(4,976)
311,932
(861)
45,500
Net cash flow generated from financing activities (C) . . . . . . . . . . . . . . . . . .
374,826
Total net cash flow generated in the period (D=A+B+C) . . . . . . . . . . . . . . .
2,018
Cash and cash equivalents at beginning of the period (E) . . . . . . . . . . . . . . .
—
Cash and cash equivalents at end of the period (D+E) . . . . . . . . . . . . . . . .
(12)
2,018
93
NOTES TO THE COMBINED FINANCIAL STATEMENTS
1.
Introduction
Spazio Investment N.V. (the ‘‘Company’’, formerly Spazio Industriale Investments I B.V.), incorporated on
22 November 2005, is a public company with limited liability (naamloze vennootschap) domiciled in
Amsterdam, The Netherlands. The address of the registered office is Herengracht 208, 1016BS
Amsterdam, The Netherlands.
The share capital of the Company is wholly owned by Spazio Industriale II B.V. whose share capital is
indirectly held by Pirelli & C. Real Estate S.p.A. (35%), Cypress Grove International. E.L.P. (19.11%) and
Cypress Grove International D. L.P. (45.89%).
The principal activity of the Company is the holding of investments in subsidiaries and associates. The
Company has elected an extended year end for the first year of existence, beginning 22 November 2005
and ending 31 December 2006.
During the period from the date of incorporation to 8 June 2006 the Company acquired a shareholding of
34.92% of the units of the close-ended speculative real estate investment fund ‘‘Spazio Industriale-Fondo
Comune di Investimento Immobiliare Speculativo di Tipo Chiuso’’ (the ‘‘Fund’’).
On 8 June 2006 the Company merged with Spazio Industriale Investments II B.V. and Spazio Industriale
Investments III B.V., the two fellow subsidiaries whose share capital is wholly owned by Spazio Industriale
II B.V., both incorporated on 22 November 2005. The merger has taken effect since the date of
incorporation. These Combined Financial Statements were approved for issue by the Director on
25 September 2006.
Company into a public company with limited liability (naamloze vennootschap) under the name Spazio
Investment N.V. To that effect, the articles of association were amended and restated entirely by a notarial
deed dated 12 October 2006.
2.
Significant Accounting Policies
The principal accounting policies applied in the preparation of these Combined Financial Statements are
set out below. These policies have been consistently applied, unless otherwise stated.
2.1 Basis of Preparation
The Combined Financial Statements as at 30 June 2006 have been prepared in connection with the
proposed Admission and subsequent trading on AIM, a market regulated by the London Stock Exchange
plc, in accordance with the requirements of the AIM Rules and on the basis of International Financial
Reporting Standards as adopted by the European Union (‘‘IFRS’’) (including International Financial
Reporting Interpretations Committee (‘‘IFRIC’’) interpretations), as modified by the application of
certain accounting conventions commonly used for the preparation of historical financial information for
inclusion in Investment Circulars as described in the Annexure to SIR 2000 ‘‘Investment Reporting
Standards Applicable to Public Reporting Engagements on Historical Financial Information’’ issued by the
UK Auditing Practices Board.
The Combined Financial Statements include, along with the Company, the following companies:
—Spazio Industriale Investments II B.V.—owning a shareholding of 32.54% of the units of the Fund—
merged on 8 June 2006 with the Company,
—Spazio Industriale Investments III B.V.—owning a shareholding of 32.54% of the units of the Fund—
merged on 8 June 2006 with the Company,
—the Fund, which, as a result of the merger on 8 June 2006, is wholly owned by the Company.
The above-mentioned companies are defined, together with the Company, as the ‘‘Combined Entities.’’
The Combined Financial Statements have been prepared for the period from 22 November 2005 to
30 June 2006 to illustrate the financial economic results of the reporting group, as if it had always operated
as a single group, for the purpose of this Admission Document.
IFRS 3 states that a business combination involving entities or businesses under common control is a
business combination in which all of the combining entities or businesses are ultimately controlled by the
94
same party or parties both before and after the business combination, and that control is not transitory.
IFRS does not offer interpretative guidance for the accounting treatment of such a transaction, therefore
reference has been made to a similar conceptual framework, as permitted by IAS 8 par. 21. In this
circumstance, reference was made to Standards for Investment Reporting 2000 (SIR 2000)—‘‘Investments
Reporting Standards applicable to public reporting engagements on historical financial information’’
issued by the UK Auditing Practices Board. SIR 2000 par. 26 indicates that where the entities have been
under common management and control but do not form a legal group, the historical financial information
will normally be presented on a combined or aggregated basis. Under this method, the results and net
assets of the relevant entities are aggregated (with eliminations for intercompany transactions and
balances), as are the related share capital balances and reserves.
These Combined Financial Statements incorporate the net assets and liabilities of the Group as at 30 June
2006 and its results for the period then ended.
The preparation of Combined Financial Statements in conformity with IFRS requires the use of certain
critical accounting estimates (see note 4). It also requires management to exercise its judgement in the
process of applying the Group’s accounting policies.
The functional currency is the euro. All values indicated in the Notes to these Combined Financial
Statements are expressed in thousand of euro unless specified otherwise.
2.2 Standards, interpretations and amendments to published standards that are not yet effective.
Certain new standards, amendments and interpretations to existing standards have been published that are
mandatory for the Company’s accounting periods beginning on or after 1 January 2006 or later periods but
which the Company has not previously adopted, as follows:
IAS 19 (Amendment), Employee Benefits (effective from 1 January 2006). This amendment introduces the
option of an alternative recognition approach for actuarial gains and losses. IAS 19 is not relevant to the
Company’s operations.
IAS 39 (Amendment), Cash Flow Hedge Accounting of Forecast Intragroup Transactions (effective from
1 January 2006). This amendment allows the foreign currency risk of a highly probable forecast
intragroup transaction to qualify as a hedged item in the Combined Financial Statements, provided that:
(a) the transaction is denominated in a currency other than the functional currency of the entity
entering into that transaction; and
(b) the foreign currency risk will affect combined profit or loss. This amendment is not relevant to
the Company’s operations.
IAS 39 (Amendment), The Fair Value Option (effective from 1 January 2006). This amendment changes the
definition of financial instruments classified at fair value through profit or loss and restricts the ability to
designate financial instruments as part of this category. This amendment is not relevant to the Company’s
operations.
IAS 39 and IFRS 4 (Amendment), Financial Guarantee Contracts (effective from 1 January 2006). This
amendment requires issued financial guarantees, other than those previously asserted by the entity to be
insurance contracts, to be initially recognised at their fair value, and subsequently measured at the higher
of (a) the unamortised balance of the related fees received and deferred, and (b) the expenditure required
to settle the commitment at the balance sheet date. This amendment to IAS 39 is not relevant to the
Company.
IFRS 1 (Amendment), First-time Adoption of International Financial Reporting Standards and IFRS 6
(Amendment), Exploration for and Evaluation of Mineral Resources (effective from 1 January 2006). These
amendments are not relevant to the Company’s operations, as the Company is not a first-time adopter and
does not carry out exploration for and evaluation of mineral resources.
IFRS 6, Exploration for and Evaluation of Mineral Resources (effective from 1 January 2006). IFRS 6 is not
relevant to the Company’s operations.
IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1, Presentation of
Financial Statements—Capital Disclosures (effective from 1 January 2007). IFRS 7 introduces new
disclosures to improve the information about financial instruments. It requires the disclosure of qualitative
95
and quantitative information about exposure to risks arising from financial instruments, including specified
minimum disclosures about credit risk, liquidity risk and market risk. It replaces IAS 30, Disclosures in the
Financial Statements of Banks and Similar Financial Institutions, and disclosure requirements in IAS 32,
Financial Instruments: Disclosure and Presentation. It is applicable to all entities that report under IFRS.
The amendment to IAS 1 introduces disclosures about the level of an entity’s capital and how it manages
capital. The Company assessed the impact of IFRS 7 and the amendment to IAS 1 and concluded that the
main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures
required by the amendment of IAS 1. The Company will apply IFRS 7 and the amendment to IAS 1 from
annual periods beginning 1 January 2007.
IFRIC 4, Determining whether an Arrangement contains a Lease (effective from 1 January 2006). IFRIC 4
requires the determination of whether an arrangement is or contains a lease to be based on the substance
of the arrangement. It requires an assessment of whether: (a) fulfilment of the arrangement is dependent
on the use of a specific asset or assets (the asset); and (b) the arrangement conveys a right to use the asset.
The interpretation is not relevant to the Company’s operations.
IFRIC 5, Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation
Funds (effective from 1 January 2006). IFRIC 5 is not relevant to the Company’s operations.
IFRIC 6, Liabilities arising from Participating in a Specific Market—Waste Electrical and Electronic
Equipment (effective from 1 December 2005). IFRIC 6 is not relevant to the Company’s operations.
2.3 Basis of combination
Subsidiaries
Subsidiaries are those entities controlled by the Company. Control exists when the Company has the
power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain
benefits from its activities. In assessing control, potential voting rights that presently are exercisable are
taken into account. The financial statements of subsidiaries are included in the Combined Financial
Statements from the date that control commences until the date that control ceases.
Subsidiaries are combined on a line-by-line basis, according to which:
—the assets, liabilities, costs and revenues shown in the subsidiaries’ financial statements are carried in
full, regardless of the interest held;
—the book value of equity investments is eliminated against the corresponding shares of net equity;
—intercompany receivables and payables, as well as intercompany expenses and revenues among the
combined companies are eliminated, including dividends distributed within the Group.
Profits and losses resulting from transactions between combined companies, not involving third parties, are
eliminated in proportion to the percentage held.
2.4 Investment Property
Investment properties are properties that are held to earn rental income or for capital appreciation or for
both. Investment properties are stated at fair value.
The fair values are based on open market values, being the estimated amount for which a property could
be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length
transaction after proper making wherein the parties had acted knowledgeably, prudently and without
compulsion.
An external and independent expert (CB Richard Ellis Professional Services S.p.A.) having an appropriate
recognized professional qualification and recent experience in the location and category of property being
valued, values the portfolio quarterly.
The valuations are prepared by considering the aggregate of the net annual rents received from the
properties and where relevant, associated costs. A discount factor that reflects the specific risks inherent to
the net cash flows is then applied to the net annual rentals to arrive at the property valuation.
Valuations reflect, where appropriate the type of tenants actually in occupation or responsible for meeting
lease commitments, the allocation of maintenance and insurance responsibilities between lessor and lessee
96
and the remaining economic life of the property. The significant assumptions adopted as the basis for the
valuation model are described in note 5.
Any gain or loss arising from a change in fair value is recognized in the income statement.
Gains or losses arising from the disposal of investment property are determined as the difference between
the net disposal proceeds and the carrying amount of the asset and are recognized in profit and loss in the
period of the disposal.
2.5 Inventories
Inventories consist of land for development in the normal course of the Group’s activities or during the
construction process or development related to said activities.
Land for development is stated at the lower of cost and net realizable value. Net realizable value is the
estimated selling price, less the estimated costs of completion and selling expenses. Cost includes
incremental expenses and capitalizable financial charges, as described below in the ‘‘Financial charges’’
note.
2.6 Receivables and payables
Receivables are initially recorded at fair value, i.e. the actual amount that will be collected. They are
subsequently measured at amortized cost, less impairment losses. Payables are measured at amortized cost.
2.7 Derivative financial instruments
The fair value of financial instruments listed on an active market is based on market prices as of the
reporting date. The market price used for derivatives is the bid price, while for financial liabilities the ask
price is employed. The fair value of instruments not listed on an active market is determined according to
valuation techniques i.e. discounted cash flow analysis and option pricing models, based on a series of
methods and assumptions relating to market conditions as of the reporting date.
The change in fair value of the derivative instruments that are used to manage the funding portfolio,
without the application of hedge accounting is included in the P&L finance items.
2.8 Cash and cash equivalents
Cash and cash equivalents are booked at face value. Cash and cash equivalents include cash on hand,
deposits held at call with banks, and short-term highly liquid investments with original maturities of three
months or less.
2.9 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost; any difference between the proceeds (net of transactions costs) and
the redemption value is recognised in the income statement over the period of the borrowings using the
effective interest method.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date.
2.10 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
are shown in equity as a reduction, net of tax, from the proceeds.
2.11 Revenue Recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and
services in the ordinary course of the Company’s activities.
(a) Rental Income
Gross rental income is determined based on contractual lease term entitlements. Gross rental income is
recognized as lease services are rendered. Gross rental income does not include service charges, such as
heating, electricity and security, which are directly charged to tenants. Rental income is recognized in the
97
profit and loss account on a straight-line basis over the term of the lease. Lease incentives granted are
recognized as an integral part of the total rental income. Lease incentives are straight lined over the
shorter of the life of the lease or the time period from the beginning of the lease to the first break option.
Differences that arise between the contractual lease payments and the periodic net lease income are
capitalized on the balance sheet. Turnover based rents are recorded as income in the years in which they
are earned.
(b) Sale of assets
Revenues from the sale of assets are recorded only when all of the following conditions are satisfied:
• most of the risks and benefits linked to ownership of the assets have been transferred to the buyer;
• the effective control over the assets sold and the normal level of activities associated with the asset
have ended;
• the amount of revenue can be reliably determined;
• it is probable that the economic benefits deriving from the sale will be enjoyed by the company;
• the costs sustained or to be sustained can be reliably determined.
2.12 Interest
Interest is recognized on an accrual basis considering the effective interest rate (EIR) method.
2.13 Financial charges
Financial charges are charged to the income statement in the period in which they are incurred unless they
are directly attributable to the acquisition, construction or production of a qualifying asset, in which case
they are capitalized as part of the cost of that asset. The amount of financial charges capitalized is the
actual borrowing cost incurred on the loan specifically borrowed for the purpose of obtaining the
qualifying asset.
A qualifying asset is an asset that necessarily takes a substantial period of time to be ready for its intended
use or sale.
The capitalization of financial charges ceases when substantially all the activities necessary to prepare the
qualifying asset for its intended use or sale are completed.
Financial charges are charged on the basis of the Effective Interest Rate (EIR) method.
2.14 Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial
statements in the period in which the dividends are approved by the Company’s shareholders.
2.15 Segment Reporting
The Group has only one line of business and operates through the Fund exclusively in Italy; accordingly it
is not required to prepare segment reports.
3.
Financial risk management
Following are the highlights of the Group’s risk management policies and the types of risk covered.
3.1 Credit risk
Credit evaluations are performed on all customers as a part of the due diligence on properties to be
acquired; in particular only properties rented to tenants with excellent credit evaluations are considered. In
addition, the exposure to credit risk is monitored on an ongoing basis by the management.
3.2 Exchange rate risk
The Group operates at the Italian market level and all borrowings are in euro; as a consequence it has no
exposure to exchange rate risk.
98
3.3 Liquidity risk
The main liquidity risk of the Group is its ability to fulfil commitments related to repaying bank borrowings
when due. In particular principal reimbursements are linked to the property sale process, while interest to
be paid is temporally linked to the rental income collection process and widely covered. The liquidity risk is
continuously monitored through treasury reports and quarterly management reports.
3.4 Interest rate risk
Interest rate risk to which the Group is exposed mostly originates from long-term financing. Since these
are variable-interest bearing loans, the Group is exposed to cash flow risk.
The Group manages interest rate risk through the use of derivative contracts, typically interest rate swaps,
which transform the variable rate into a fixed rate; interest rate caps, which set a maximum limit on the
payable interest rate; and interest rate collars, which mitigate the cost of the cap by setting a minimum
limit (floor) on payable interest.
The purchase and designation of such derivatives as hedging instruments for the purposes of IAS 39 are
decided on a case-by-case basis.
4.
Accounting estimates and assumptions
The preparation of the financial statements requires management to make estimates and assumptions that
could influence the book values of certain assets, liabilities, costs and revenues, as well as the information
provided on contingent assets/liabilities as of the reporting date.
The estimates and assumptions mainly regard the definition of the useful life of property, the possibility of
credit recovery and the recognition/valuation of provisions. The estimates and assumptions are based on
data reflecting all available information.
In this report, there are the following critical accounting estimates:
(a) IAS 2—Valuation of inventory
Inventories, which are wholly held by the Fund, are booked at the lower of cost and net realizable
value.
Inventories consist of land for development in the normal course of the Fund’s activities or during
the construction process or development related to said activities. Net realizable value is the
estimated selling price, less the estimated costs of completion and selling expenses. Cost includes
incremental expenses and capitalizable financial charges.
(b) IAS 40—Valuation of investment property
Investment properties, which are wholly held by the Fund, are kept to earn rental income or for
capital appreciation or for both. Investment properties are stated at fair values which are based
on market values, being the estimated amount for which a property could be exchanged on the
date of valuation between a willing buyer and a willing seller in an arm’s length transaction after
proper making wherein the parties had acted knowledgeably, prudently and without compulsion.
An external and independent expert (CB Richard Ellis Professional Services S.p.A) having an appropriate
recognized professional qualification and recent experience in the location and category of property being
valued, values the portfolio every three months.
The valuations are prepared by considering the aggregate of the net annual rents received from the
properties and where relevant, associated costs. A discount factor which reflects the specific risks inherent
to the net cash flows is then applied to the net annual rentals to arrive at the property valuation.
Valuations reflect, where appropriate, the type of tenants actually in occupation or responsible for meeting
lease commitments, the allocation of maintenance and insurance responsibilities between lessor and lessee
and the remaining economic life of the properties. Any gain or loss arising from a change in fair value is
recognized in the income statement.
Gains or losses arising from the disposal of investment property are determined as the difference between
the net disposal proceeds and the carrying amount of the asset and are recognized in the profit and loss
account in the period of disposal.
99
5.
Investment Property
Investment
Property
Beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Additions
—Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—Capital expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
333,655
1,311
Fair value gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93,774
Balance as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
428,740
All the investment properties are held by the Fund. The acquisition cost and the valuation at fair value, for
each portfolio, as at 30 June 2006 are as follows:
Portfolio
San Lorenzo 1st set .
Pavia . . . . . . . . . . . .
Pasini . . . . . . . . . . .
Tivoli . . . . . . . . . . .
San Lorenzo 2nd set
San Lorenzo 3rd set .
Acquisition date
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29
31
23
24
30
26
December 2005
January 2006
March 2006
March 2006
March 2006
June 2006
Carrying value of properties on
balance sheet as at 30 June 2006 . .
Acquisition
cost
Capital
expenditure
Fair value
gains
Total
177,079
19,500
15,400
9,460
70,756
41,460
99
176
532
140
204
160
53,172
4,024
668
3,200
20,650
12,060
230,350
23,700
16,600
12,800
91,610
53,680
333,655
1,311
93,774
428,740
Investment properties includes the property portfolios contributed to the Fund by Olivetti Multiservices
S.p.A. (‘‘San Lorenzo’’) as well as the real estate complexes in Pavia (‘‘Pavia’’), Sesto San Giovanni
(‘‘Pasini’’) and Bagni di Tivoli (‘‘Tivoli’’). In particular:
• San Lorenzo 1st set: on 29 December 2005 Olivetti Multiservices S.p.A. (‘‘OMS’’) contributed a
portfolio consisting of 246 properties primarily used, in terms of total area, for light industrial
purposes and leased in their entirety to Telecom Italia S.p.A for a total amount valued at Euro
177.1 million; the annual lease amount equals Euro 14.6 million; as at 30 June 2006 the fair value of
these San Lorenzo properties amounts to Euro 230.4 million as resulting from the appraisal
performed by the Independent Expert at the reporting date;
• Pavia: on 31 January 2006 the Fund purchased from the company Vailog Valtidone Immobiliare
Logistica S.r.l., a property complex primarily used for logistics and warehousing, located in Pavia,
Via Veneroni—corner Via Campari (‘‘Pavia’’) for Euro 19.5 million plus VAT; at the date of the
purchase, the property complex was leased to the company BSL Bertola Servizi Logistici S.p.A. as
per a six-year period lease contract, signed on 31 January 2006, automatically renewable every six
years for six-year periods, absent prior written notice at least 12 months before the expiry date of
the lease contract (extended to 18 months before, for the first renewal); the annual lease amount
equals Euro 1.8 million plus VAT; as at 30 June 2006 the fair value of the Pavia property complex
amounts to Euro 23.7 million as resulting from the appraisal performed by the Independent Expert
at the reporting date;
• Pasini: on 23 March 2006 the Fund purchased land, three buildings and annexed properties (the
‘‘Real Estate Units’’), primarily used for industrial purposes, located in Sesto San Giovanni, Viale
Edison, from the company Centro Edison 2001 S.p.A. for a price of Euro 15.4 million plus VAT; at
the date of purchase the Real Estate Units were leased in their entirety, as per two separate lease
agreements: 1) to the company Alstom Power Italia S.p.A. as per a contract signed with the seller
on 23 January 2006 with a duration of seven years, automatically renewable every six years for a
six-year period, absent prior written notice at least 12 months before the expiry date of the lease
contract, for an annual lease amount of Euro 971 thousand plus VAT and 2) to the company ABB
Cap S.p.A., as per the contract signed by the seller on 29 June 2001, for a period of six years
automatically renewable for an additional six-year period, absent prior written notice at least
12 months before the expiry date of the lease contract; the annual lease amount equals Euro
428 thousand plus VAT; the fair value of the Pasini properties as at 30 June 2006 equalled Euro
100
16.6 million as resulting from the appraisal performed by the Independent Expert at the reporting
date;
• Tivoli: on 24 March 2006 the Fund purchased a real estate complex used for logistics, warehousing
and offices, located in Rome, Bagni di Tivoli, Via Martellona, 9, from the company Pace
Immobiliare S.p.A. for Euro 9.5 million plus VAT; a commission of up to Euro 500 thousand could
be paid to the seller, if several conditions relating to the lease contract are met by 28 April 2009; at
the date of purchase, the real estate complex was leased in its entirety to the company Fiege
Borruso S.p.A., as per a contract signed by the selling company dated 1 May 1997 for a non
renewable period of 12 years and an annual lease amount equal to Euro 899 thousand plus VAT; as
at 30 June 2006 the fair value of Tivoli complex amounts to Euro 12.8 million as resulting from the
appraisal, performed by the Independent Expert at the reporting date;
• San Lorenzo 2nd set: on 30 March 2006 OMS contributed a portfolio comprised of 120 properties,
valued at Euro 70.8 million primarily used for light industrial purposes and leased in their entirety
to Telecom Italia S.p.A; with the contribution of the properties, the Fund assumed the financial
indebtedness related to these same real estate assets, for a total amount of Euro 59.8 million; the
annual lease amount equals Euro 6.2 million; as at 30 June 2006 the fair value of these San Lorenzo
properties amounts to Euro 91.6 million as resulting from the appraisal, performed by the
Independent Expert at the reporting date;
• San Lorenzo 3rd set: on 26 June 2006 OMS contributed a portfolio comprised of 54 properties,
valued Euro 41.5 million primarily used for light industrial purposes and leased in their entirety to
Telecom Italia S.p.A; with the contribution of the properties, the Fund assumed the financial
indebtedness related to these same real estate assets, for a total amount of Euro 35.0 million; the
annual lease amount equals Euro 3.4 million; as at 30 June 2006 the fair value of these San Lorenzo
properties amounts to Euro 53.7 million as resulting from the appraisal, performed by the
Independent Expert at the reporting date.
In connection with the contribution of San Lorenzo properties, the Fund, received from OMS a guarantee
with regard to environmental risks and the legal and technical status of the properties.
In addition the Fund received bank guarantees in relation to future lease payments for a total amount of
Euro 3.2 million of which Euro 2.0 million are from Telecom Italia S.p.A., Euro 880 thousand are from
BSL Bertola Servizi Logistici S.p.A., Euro 243 thousand are from Alstom Power Italia S.p.A. and Euro
107 thousand are from ABB Cap S.p.A.
In relation to the lease contract with ABB Cap S.p.A, the seller Centro Edison 2001 S.p.A. has deposited
an amount of Euro 2.2 million in favor of the Fund, in a restricted account with Banca Intesa BCI S.p.A.,
as a rental income guarantee in case of the lessee’s withdrawal or notice on or prior to 30 June 2011.
All investment properties are accounted for at fair value using the fair value model in accordance with
IAS 40.
The independent Expert determines the open market value of each property based on the present value of
future rental income that the property is expected to generate. The independent Expert analyses all
information contained in lease contracts such as amount of rent, duration and relevant indexation. In
addition physical inspections are conducted in order to assess the quality, technical features and conditions
of the properties. The discount rate and assumption regarding future real growth are significant valuedriving factors in the valuation model. The discount rate is the weighted average cost of borrowed capital
and equity. The cost of borrowed capital is based on the market interest rate for loans. The cost of equity is
based on a risk-free interest rate equivalent to the long-term government bond rate with the addition of a
risk premium. The risk premium is specific to each property and can be divided into two parts—general
risk and individual risk. The general risk adjusts for the fact that a real estate investment is not as liquid as
a bond and the asset is affected by the general economic situation. The individual risk is specific to each
property, and comprises a weighted assessment of the property’s category, location, technical standard,
quality and tenant at the valuation date. Future rental income is estimated based on current lease and
reasonable and supportable assumptions about rental income from future leases: in particular at the end of
the relevant lease contract, if appropriate, additional works and variations are assumed in order to convert
the property to an alternative use and consequently to lease or sell it at adequate market value.
101
6.
Inventory
Inventory
Beginning of the period . . .
Additions
—Acquisition of a area . . .
—Financial charges . . . . . .
—Project management fees
—Legal fees . . . . . . . . . . .
—Legal due diligence costs
—Technical consultants . . .
—Notary expenses . . . . . . .
—Other capitalised costs . .
...............................................
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28,218
441
373
197
80
60
50
81
Balance as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,500
As at 30 June 2006, the inventory total refers to land to be developed of approximately 760,000 square
metres (Gross Lettable Area of approximately 395,000 square metres) located in the municipalities of
Portogruaro and Fossalta di Portogruaro (in the province of Venice) purchased on 30 December 2005 (the
‘‘Area’’); the Area will be subsequently developed and used for manufacturing, logistics and workshops
held for sale. The development and construction of the properties will be completed in a period between
one to six years.
Financial charges capitalized as at 30 June 2006 equal to Euro 441 thousand are actual borrowing costs
incurred exclusively in connection with the borrowings for the Area.
7.
Trade Receivables
Current
Non current
Total
Trade receivables from Telecom-Olivetti Group companies . . . . . . . . . . . . .
Trade receivables from third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
221
176
—
—
221
176
Trade receivables as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
397
—
397
The directors consider that the carrying amount of trade receivables approximates their fair value.
8.
Other receivables
Current
Non current
Total
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued income and prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
609
207
—
—
609
207
Other receivables as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
816
—
816
‘‘Other receivables’’ includes:
• Euro 400 thousand that the Fund committed to pay insofar as it became party to an option contract
for the purchase of two areas owned by Zaccheo Ambiente S.a.s. and Zaccheo Sandrino & C., by
31 December 2006. This call option is out of the scope of IAS 39 as, according to the par. 5,
contracts that were entered into and continue to be held for the purpose of the receipt or delivery of
a non-financial asset (the two areas, in this case) instead of being settled net in cash or another
financial instrument, are not subject to the application of that Standard;
• Euro 209 thousand paid by the Fund as a cash deposit to acquire lands belonging to the Area of
Portogruaro.
The detail ‘‘Accrued income and prepaid expenses’’ includes prepaid expenses relating to insurance
premiums for an amount of Euro 41 thousand and Euro 166 thousand relating to bank accounts agency
fees paid on a half yearly basis.
9.
VAT receivables
This amount refers entirely to the Fund’s VAT credits related to the purchase of real estate assets.
102
10. Financial instruments
This amount refers to the fair value as at 30 June 2006 of two interest rate collar contracts entered into by
the Fund in January 2006 with Banca Intesa BCI S.p.A. and Natexis Banques Populaires, respectively, in
order to offset interest rate volatility.
The above-mentioned derivatives each contain the same significant terms and conditions, which are as
follows:
Notional for the period from 30
Premium paid . . . . . . . . . . . . .
Effective date . . . . . . . . . . . . .
Expiry date . . . . . . . . . . . . . . .
Interest rate cap . . . . . . . . . . .
Interest rate floor . . . . . . . . . .
Fair value as at 30 June 2006 . .
June
....
....
....
....
....
....
2006 to 31 December 2006
....................
....................
....................
....................
....................
....................
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.
.
.
.
.
.
.
.
.
.
.
132,582
220
30 June 2006
31 December 2009
3.6%
2.4%
640
The fair value has been assessed by an independent professional party on the basis of publicly available
financial market information provided by financial information providers such as Bloomberg and Reuters.
Hedge accounting has not been applied.
11. Restricted cash
Restricted cash is reserved for the repaying of bank borrowing.
12. Cash and cash equivalents
The cash and cash equivalents are available in current bank accounts as at 30 June 2006.
13. Share capital
The authorised share capital of the Company is 90,000 shares, each having a par value of Euro 1. At the
balance sheet date, a total of 18,000 shares were issued and fully paid.
14. Share premium and other reserves
The amount recognised in the balance sheet as at 30 June 2006 includes: i) Euro 24.0 million related to
share premium reserve net of Euro 180 thousand related to issue costs, that refers to legal fees incurred in
setting up the Fund and modification of the Fund’s by-laws; ii) Euro 36 thousand related to share capital of
Spazio Industriale Investments II B.V. and Spazio Industriale Investments III B.V., merged as at 8 June
2006.
15. Retained earnings
The amount includes the net income for the period ended 30 June 2006 of Euro 95.1 million, and interim
dividends of Euro 643 thousand distributed to the parent company Spazio Industriale II B.V. on 27 June
2006.
16. Bank borrowings and payables to other financial institutions
Current
1st loan—San Lorenzo Portfolio
2nd loan—Area of Portogruaro .
3rd loan—Pavia . . . . . . . . . . . .
4th loan—Pasini . . . . . . . . . . . .
5th loan—Tivoli . . . . . . . . . . . .
Bank overdraft . . . . . . . . . . . . .
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.
.
Non current
Total
.
.
.
.
.
.
249,840
16,796
19,641
16,061
9,760
90
—
—
—
—
—
—
249,840
16,796
19,641
16,061
9,760
90
Bank borrowings and payables to other financial institutions as at
30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
312,188
—
312,188
After admission to AIM, as the existing bridge loan agreements as at 30 June 2006 will be replaced with
new medium term facilities agreements, these new loans will be classified as non current liabilities.
103
The movement in Bank loans is as follows:
Beginning of the
period
1st loan—San Lorenzo Portfolio
2nd loan—Area of Portogruaro .
3rd loan—Pavia . . . . . . . . . . . .
4th loan—Pasini . . . . . . . . . . . .
5th loan—Tivoli . . . . . . . . . . . .
Increase Decrease
Borrowing Interest Interest
charges
due
paid
As at 30
June 2006
.
.
.
.
.
—
—
—
—
—
252,860
17,526
20,205
16,457
9,887
—
(427)
(361)
(54)
(19)
(3,053) 4,197 (4,164) 249,840
(374)
401
(330) 16,796
(278)
347
(272) 19,641
(403)
193
(132) 16,061
(145)
115
(78)
9,760
Total Bank loans . . . . . . . . . . . .
—
316,935
(861)
(4,253) 5,253 (4,976) 312,098
As at 30 June 2006, the proceeds from Bank loans comprise:
• the loan for the San Lorenzo properties (the ‘‘First Loan’’) disbursed by Natexis Banques
Populaires—Milan branch—and by Banca Intesa BCI S.p.A. consisting of:
—
Euro 156.3 million, of which Euro 151.6 million represents the debt transferred to the Fund
through the contribution of a portfolio of 246 properties effected by OMS on 29 December
2005 and the remaining Euro 4.7 million represents an additional tranche related to the
same facilities;
—
through the contribution of a portfolio of 120 properties effected by OMS on 30 March 2006
and the remaining Euro 1.1 million represents an additional tranche related to the same
facilities;
—
through the contribution of a portfolio of 54 properties effected by OMS on 26 June 2006
and the remaining Euro 716 thousand represents an additional tranche related to the same
facilities;
• the loan for the Area of Portogruaro (the ‘‘Second Loan’’) dated 30 December 2005 with Natexis
Banques Populaires—Milan branch—and with Banca Intesa BCI S.p.A. consisting of: Euro
17.5 million related to the purchase of the area located in the municipalities of Portogruaro and
Fossalta di Portogruaro (in the province of Venice);
• the loan for the real estate complex in Pavia (the ‘‘Third Loan’’), amounting to Euro 20.2 million,
dated 30 January 2006 with Natexis Banques Populaires—Milan branch—and with Banca Intesa
BCI S.p.A;
• the loan for the real estate units Pasini (the ‘‘Fourth Loan’’) amounting to Euro 16.5 million, dated
23 March 2006 with Natexis Banques Populaires—Milan branch—and with Banca Intesa BCI
S.p.A.;
• the loan for the Tivoli real estate complex (the ‘‘Fifth Loan’’) amounting to Euro 9.9 million, dated
23 March 2006 with Natexis Banques Populaires—Milan branch—and with Banca Intesa BCI S.p.A.
The First Loan dated 30 December 2005, with a duration of six months and expiring on 30 June 2006, was
extended through 31 October 2006; it can be drawn in several tranches up to a maximum total amount of
Euro 265.4 million. The interest rate is equal to three month Euribor plus 170 bps. The effective interest
rate, determined in accordance with the amortised cost method, is equal to 5.016%. This loan is supported
by real property promise of guarantees, pledges on the Investment Fund’s current accounts, insurance
policies, lease and rental contracts, as well as any hedge agreements in place.
The Second Loan dated 30 December 2005, with a duration of three months and expiring on 31 March
2006, was extended through 31 October 2006. The interest rate is equal to 3 month Euribor plus 195 bps.
The effective interest rate, determined in accordance with the amortised cost method, is equal to 5.380%.
This loan is supported by real property promise of guarantees, credits related to the purchase/sale of land
and pledges on current accounts.
In this case the financing banks have also provided an offer for a subsequent medium term loan that will
refinance the operation and will allow the Fund to proceed with the development of the Area.
104
In the event that refinancing were granted from financial institutions other than Natexis Banques
Populaires—Milan branch—and Banca Intesa BCI S.p.A., the Fund would have to pay these institutions an
exit fee equal to Euro 500 thousand each.
The Third Loan dated 30 January 2006, with a duration of four months and expiring on 31 May 2006, was
extended through 31 October 2006. The interest rate is equal to 1⁄3 month Euribor plus 150 bps (140 bps for
the part related to the VAT line). The effective interest rate, determined in accordance with the amortised
cost method, is equal to 5.014%. This loan is supported by real property promise of guarantees, pledges on
current accounts, insurance policies, lease and rental contracts, as well as any hedge agreements in place.
The Fourth Loan, dated 23 March 2006 with a duration of two months and expiring on 31 May 2006, was
extended through 31 October 2006. The interest rate is equal to Euribor plus 150 bps (140 bps for the
portion related to the VAT line). The effective interest rate, determined in accordance with the amortised
cost method, is equal to 4.979%. This loan is supported by real property promise of guarantees, pledges on
The Fifth Loan, dated 23 March 2006, with a duration of two months and expiring on 31 May 2006, was
extended through 31 October 2006. The interest rate is equal to one month Euribor plus 150 bps (140 bps
for the portion related to the VAT line). The effective interest rate, determined in accordance with the
amortised cost, is equal to 5.125% and it is supported by real property promise of guarantees, pledges on
In order to refinance these Loans, a binding agreement related to a medium term loan contract—that will
be supported by first degree real property guarantees—has also been signed.
It should also be pointed out that an intercreditor agreement was entered into by the Fund, the Fund
Manager and the Lenders (Natexis Milan, Natexis Banques and Banca Intesa) with a view to regulating
their respective claims as to payments, subordination and priority between them.
17. Borrowings from parent company
Current
Non current
Total
Spazio Industriale II B.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47,125
—
47,125
Borrowings from parent company as at 30 June 2006 . . . . . . . . . . . . . . .
47,125
—
47,125
The amount includes the loan received from the parent, Spazio Industriale II B.V., for an undetermined
period of time (Euro 45.5 million) bearing interest at a rate of 7.0% and the related interest (Euro
1.6 million) as for the period ended 30 June 2006.
The fair value of the loan is Euro 45.7 million based on discounted cash flows using a rate based on the
Euro yield curve.
18. Trade payables
Current
Trade
Trade
Trade
Trade
payables
payables
payables
payables
to
to
to
to
third parties . . . . . . . . . . . . .
Fund manager . . . . . . . . . . .
Group Pirelli & C. RE S.p.A.
Group Pirelli & C. S.p.A. . . .
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.
.
.
.
.
.
.
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.
.
.
.
.
.
Non current
Total
.
.
.
.
1,906
1,248
701
105
—
—
—
—
1,906
1,248
701
105
Trade payables as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,960
—
3,960
As at 30 June 2006 trade payables to third parties, amounting to Euro 1.9 million are mainly related to
i) fees on the purchase and contribution of a real estate complex (Euro 501 thousand), ii) the premium on
a call option contract (Euro 400 thousand) for the purchase of two areas owned by Zaccheo Ambiente
S.a.s. and Zaccheo Sandrino & C., by 31 December 2006 (see note 8), iii) an invoice to be received for fees
on investment activity analysis (Euro 248 thousand), iv) for audit and professional advisory fees (Euro
170 thousand) and v) for consultancy fees on formation and regulation of the Fund (Euro 51 thousand).
Trade payables to the Pirelli & C. Real Estate Opportunities Società di Gestione del Risparmio S.p.A. (the
‘‘Initial Fund Manager’’) as at 30 June 2006, amounting to Euro 1.2 million, are related to management
fees matured at the reporting date as detailed under note 22 below.
105
As at 30 June 2006, trade payables to Pirelli & C. RE Group, amounting to Euro 701 thousand, are
detailed as follows:
• Euro 327 thousand to Pirelli & C. Real Estate S.p.A. Property Management S.p.A. (a fellow
subsidiary wholly controlled by Pirelli & C. Real Estate S.p.A.) determined in accordance with the
Property Management Service Agreement signed between Pirelli & C. RE Property Management
S.p.A. and the Initial Fund Manager, which regulates the property mandate for the administration
and management of the Fund’s current and future properties;
• Euro 373 thousand to Pirelli & C. Real Estate S.p.A. Project Management S.p.A. (a fellow
subsidiary wholly controlled by Pirelli & C. Real Estate S.p.A.) for services relate to engineering,
development and urbanization of the Area of Portogruaro;
• Euro 1 thousand to Pirelli & C. Real Estate S.p.A. Agency Management S.p.A. (a fellow subsidiary
wholly controlled by Pirelli & C. Real Estate S.p.A.) for advertising services rendered.
As at 30 June 2006, trade payables to Pirelli & C. Group, amounting to Euro 105 thousand, are due to
Pirelli Ambiente Bonifiche S.r.l. (a company controlled by Pirelli & C. S.p.A.) for environmental due
diligence related to Tivoli, Pasini and Pavia.
The directors consider that the carrying amount of the trade payables approximates their fair value.
19. Other payables
As at 30 June 2006, this current payable amount is mainly related to advance withholding taxes paid by the
Initial Fund Manager on behalf of the Fund.
20. Tax payables
As at 30 June 2006 the amount refers to withholding taxes accrued for the month of June 2006.
21. Rental income
The table that follows details the rental income for each portfolio as for the period ended 30 June 2006:
As for the period ended 30 June 2006
Portfolio
Portfolio
Portfolio
Portfolio
San Lorenzo .
Pavia . . . . . .
Pasini . . . . . .
Tivoli . . . . . .
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.
.
.
.
.
.
9,026
733
377
244
Total Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,380
22. Fair value gains
The fair value gains arise from the valuation on 30 June 2006 at fair value, comprising market value by an
independent, professionally, qualified valuer.
Fair values have been appraised by an external and independent Expert (CB Richard Ellis Professional
Services S.p.A.) having an appropriate recognized professional qualification. The fair value valuations are
prepared by considering the aggregate of the net annual rents received from the properties and, where
relevant, associated costs. A yield that reflects the specific risks inherent the net cash flows is then applied
to the net annual rentals to arrive at the property valuation. Valuations reflect, where appropriate, the type
of tenants actually in occupation or responsible for meeting lease commitments, the allocation of
maintenance and insurance responsibilities between lessor and lessee and the remaining economic life of
the property.
23. Management fees
Management fees are related to Initial Fund Manager commissions.
Management fees calculation criteria, defined in the Fund by-law, are the following:
• 0.2% on a quarterly basis (0.8% per annum) of the portion of the aggregate value of the assets of
the Fund up to Euro 250.0 million;
106
the Fund in excess of Euro 250.0 million and up to Euro 500.0 million;
the Fund in excess of Euro 500.0 million;
• In any event management fees may not be lower than Euro 530 thousand on an annual basis (Euro
133 thousand on a quarterly basis).
In addition the Fund is by-laws provide an incentive fee that shall be calculated at the end of the Fund’s
winding up procedure or upon the liquidation of the Fund’s assets, if earlier, and shall be paid to the Initial
Fund Manager if the following conditions are met:
(i) if the IRR (with reference to all cash flow received by the Participants from the Fund) is between
20% and 25%, the Initial Fund Manager shall be entitled to received an amount equal to 10% of
the difference between the cash flow received from Participants and the amount of cash flow
necessary to achieve an IRR of 20%;
(ii) if the IRR (with reference to all cash flow received by the Participants from the Fund) is higher
than 25%, the Initial Fund Manager shall be entitled to received an amount equal to 15% of the
difference between the cash flow received from Participants and the amount of cash flow
necessary to achieve an IRR of 25%.
In the period from 22 November 2005 to 30 June 2006 the above mentioned conditions have not been met;
accordingly, no incentive fee has been provided.
24. Other costs
As for the period ended
30 June 2006
—Legal fees . . . . . . .
—Property fees . . . . .
—Notary expenses . .
—Due diligence costs
—Insurance premium
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.
Total non capitalised real estate expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
354
206
74
58
40
(732)
Commercial expenses
—Marketing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Total non capitalised commercial expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)
General and administrative expenses
—Professional advisory fees . . . . . .
—Audit expenses . . . . . . . . . . . . .
—Depositary Bank commissions . .
—Other general expenses . . . . . . .
95
42
5
30
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.
Total non capitalised general and administrative expenses . . . . . . . . . . . . . . . . .
(172)
Total costs of service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(910)
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(593)
Total Other costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,503
Other operating expenses mainly consist of Imposta Comunale sugli Immobili (ICI), an Italian property tax
due on real estate owned by the Fund.
25. Financial Income
Financial income consists of interest on current bank accounts.
107
26. Financial Expense
30 June 2006
Interest owed on bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest owed on parent company loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank fees (agency fees plus undrawn commission) . . . . . . . . . . . . . . . . . . . . . . .
5,243
1,625
408
Total financial expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,276
The amount of financial expenses is detailed per loan as follows:
Agency fee
San Lorenzo Portfolio
Portogruaro . . . . . . . .
Pavia . . . . . . . . . . . . .
Pasini . . . . . . . . . . . .
Tivoli . . . . . . . . . . . .
Parent company loan .
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.
.
Undrawn
Commission
Interest
expenses
30 June 2006
.
.
.
.
.
.
80
91
11
20
5
—
201
—
—
—
—
—
4,496
—
398
215
134
1,625
4,777
91
409
235
139
1,625
Total financial expenses . . . . . . . . . . . . . . . . . .
207
201
6,868
7,276
27. Change in fair value of financial assets
As for the period ended 30 June 2006 this line reflects the fair value valuation of two interest rate collar
contracts as at 30 June 2006.
28. Income tax expense
Dutch corporate tax is based on the fiscal results, taking into account that certain income and expenses as
reported in the profit and loss account are exempted from taxation. The applicable tax rates are 27% over
the first Euro 22,689 and 31.5% over the remainder for the year 2005 and 25.5% over the first Euro 22,689
and 29.6% over the remainder for the year 2006. The Dutch Tax Authorities have issued a ‘‘determination
agreement ATR’’ stating that the Italian real estate property investment fund is to be qualified as a
transparent entity. In practical terms, this means that the Fund will be transparent from a Dutch corporate
income tax point of view and the Company is treated as the direct owner of the underlying assets.
Consequently, all income of the Fund should be treated as income of the Company and treated
accordingly. Due to the operation of the Convention for the Avoidance of Double Taxation signed on the
8 May 1990 by the Government of Italy and the Government of The Netherlands (and specifically
article 24, paragraphs 1 and 2 of the Treaty) income and capital gains arising from immovable property
situated in Italy is effectively exempt from corporate taxation in The Netherlands.
In Italy, pursuant to the introduction of the Legislative Decree 269/2003, converted with amendments into
Law 326/2003, the tax regime for Real Estate Investment Funds, originally provided for in Legislative
Decree 351/2001, has been significantly modified. Under the previous regime, Real Estate Investment
Funds, if exempt from Italian Corporate Tax (IRES) and Regional Tax (IRAP), were subject to a 1%
substitute tax on the ‘‘net book value of the fund’’ (valore netto contabile del fondo). The Legislative Decree
269/2003 repealed the 1% substitute tax and introduced a new tax regime applicable as at 1 January 2004.
Under the new tax regime, a substitute tax at a 12.5% rate is applicable to proceeds distributed by the Real
Estate Investment Funds. The 12.5% withholding tax represents the definitive taxation (a titolo di imposta)
for the proceeds collected by individual investors. As regards Italian resident entrepreneurs, Italian
resident companies or Italian permanent establishments of foreign entities, the 12.5% withholding tax
represents an advance tax payment (a titolo di acconto).
Foreign investors may apply for the exemption from the withholding tax, provided that they are residents in
a Country that allows an adequate exchange of information with the Italian tax authorities (so called
‘‘white list Countries’’).
No deferred tax is calculated as the Company is legally tax exempt, due to the Dutch tax rules and the
bilateral Italy-Netherlands fiscal Agreement.
108
29. Basic earnings per share for the period
Basic earnings per share are calculated by dividing the profit attributable to shareholders of the Company
by the weighted average number of ordinary shares in issue during the year.
30 June 2006
Profit attributable to equity holders of the Company . . . . . . . . . . . . . . . . . . . . . .
Weighted average number of ordinary shares in issue . . . . . . . . . . . . . . . . . . . . .
Basic earnings per share (Euro per share) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95,135
18,000
5,285
The Company does not have any diluting shares.
30. Proceeds from borrowings from banks and other financial institutions
The amount recognised in the cash flow statement is detailed as follows:
As at 30 June 2006
Increase in bank loans during the period (see note
Borrowing charges for Bank loans (see note 15) . .
Up-Front fees . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank overdraft (see note 15) . . . . . . . . . . . . . . . .
15)
...
...
...
...
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.
.
Increase in borrowings from banks and other financial institutions . . . . . . . . . . .
316,935
(4,253)
(432)
(408)
90
311,932
31. The Fund
The Fund is a close-ended speculative real estate investment fund, limited to qualified investors as defined
by Article 31, second paragraph of CONSOB (the Italian Securities Market Supervisory Authority)
Regulation No. 11522 of 1 July 1998 and subsequent amendments: ‘‘Professional investors shall mean
authorized intermediaries, asset management companies, SICAVs, pension funds, insurance companies,
foreign persons who, pursuant to the law in force in their home country, carry on the activities carried on
by the foregoing persons, companies and entities that issue financial instruments traded in regulated
markets, companies entered in the lists referred to in Articles 106, 107 and 113 of Legislative Decree 385
of 1 September 1993, financial salesmen, natural persons who document their possession of the
professional qualifications referred to in the Consolidated Law for persons performing administrative,
managerial or control functions in SIMs, banking foundations, and companies or legal persons possessing
specific expertise and experience in matters of transactions in financial instruments expressly declared in
writing by their legal representative.’’
The Funds by-laws were approved by the Initial Fund Manager Board of Directors’ meeting held on
6 December 2005.
The Fund intends to invest in the Italian real estate market, primarily in industrial real estate assets,
through the purchase, sale and lease of existing real estate assets and the development of new industrial
buildings. The term ‘‘industrial’’ refers to logistics, light industrial, laboratories and multi-let industrial real
estate.
The main activities performed by the Fund for the period ended 30 June 2006 can be summarised as
follows:
—
on 28 December 2005, the date of Authorisation of the Fund by the Bank of Italy, the Initial Fund
Manager proceeded to gather the Fund’s initial assets through the issue of 40 units with a par value of
Euro 500 thousand; 14 units were subscribed by the Company, 13 units by Spazio Industriale
Investments II B.V., and 13 units by the Spazio Industriale Investments III B.V.;
—
on 29 December 2005, following unanimous approval by the Participants’ Meeting, an additional 51
units in the Fund, with a par value of Euro 500 thousand each, were issued. These new units were
subscribed by OMS through the contribution of a portfolio consisting of 246 properties used primarily,
in terms of total area, for light industrial purposes and leased in their entirety to Telecom Italia S.p.A.
The properties were contributed to the Fund for a total amount valued at Euro 177.1 million. This
amount was obtained by applying a discount of approximately 22% to the block of assets contributed,
109
estimated asset by asset, at a market value of Euro 229.3 million as per the appraisal prepared by the
Independent Expert CB Richard Ellis Professional Services S.p.A. (‘‘CBRE’’). The acquisition of the
properties was financed for a total amount of Euro 151.6 million by a bank borrowing and
the remaining amount through the issuance of new units of the Fund. On the same date, following the
express written approval of all the Participants, the new units assigned to the OMS were acquired by
the Participants for a consideration of Euro 25.5 million; 18 units were acquired by the Company,
17 units by Spazio Industriale Investments II B.V., and 16 units by the Spazio Industriale Investments
III B.V.;
—
on 30 January 2006, following unanimous approval by the Participants’ Meeting, an additional 13 new
units in the Fund with a par value of Euro 500 thousand each, without unit premium, were issued, for
a total of Euro 6.5 million; 4 units were subscribed by the Company, 4 units by Spazio Industriale
Investments II B.V., and 5 units by the Spazio Industriale Investments III B.V.;
—
on 30 March 2006, following unanimous approval by the Participants’ Meeting, an additional 22 new
units in the Fund, with a par value of Euro 500 thousand each, without unit premium, were issued.
These new units were subscribed by OMS through the contribution of a portfolio consisting of
120 properties used primarily, in terms of total area, for light industrial purposes and leased in their
entirety to Telecom Italia S.p.A.. The properties were contributed to the Fund for a total amount
valued at Euro 70.8 million. This amount was calculated by applying a discount of approximately 23%
to the block of assets contributed, estimated, asset by asset, at a market value of Euro 91.6 million as
per the appraisal prepared by CBRE. With the contribution of the properties, the Fund assumed the
financial indebtedness related to these same real estate assets, for a total amount of Euro 59.8 million.
On the same date, following the express written approval of all the Participants, the new units assigned
to the OMS were acquired by the Participants for a consideration of Euro 11.0 million; 8 units were
acquired by the Company, 7 units by Spazio Industriale Investments II B.V., and 7 units by the Spazio
Industriale Investments III B.V.;
—
on 26 June 2006, following unanimous approval by the Participants’ Meeting, an additional 13 new
units in the Fund, with a par value of Euro 500 thousand each, without quota premium, were issued.
These new units were subscribed by OMS through the contribution of a portfolio consisting of
54 properties used primarily, in terms of total area, for light industrial purposes and leased in their
entirety to Telecom Italia S.p.A.. The properties were contributed to the Fund for a total amount
valued at Euro 41.5 million. This amount was calculated by applying a discount of approximately 23%
to the block of assets contributed, estimated, asset by asset, at a market value of Euro 53.7 million as
per the appraisal prepared by CBRE. With the contribution of the properties, the Fund assumed the
financial indebtedness related to these same real estate assets, for a total amount of Euro 35.0 million.
On the same date, following the express written approval of the Participant, 13 new units assigned to
the OMS were acquired by the Participant for a consideration of Euro 6.5 million.
32. Contingencies
The Company has identified certain environmental contingent liabilities related to potential soil
contamination or toxic substances that could affect the San Lorenzo Portfolio properties. In particular,
environmental due diligence carried out by Pirelli & C. Ambiente S.p.A. on a representative sample of the
portfolio on behalf of the Fund, has revealed certain contingent environmental liabilities in connection
with the activities that should be undertaken as a result of future investment strategies, such as conversion
of properties to other uses. The contingency is covered by indemnities provided to the Fund by OMS in the
Telecom Italia Framework Agreement signed between the parties on 23 December 2005. The indemnity
covering environmental risks has been fixed at 13 per cent of the sum of the values of the contributed
properties, thus amounting to some Euro 37 million. Guarantees given by OMS are expected to cover the
estimated risk.
33. Commitments
The Fund has contractual commitments for the purchase of two areas owned by Zaccheo Ambiente S.a.s.
and Zaccheo Sandrino & C., by 31 December 2006, and for the purchase of four other portions of land
belonging to the Area of Portogruaro.
On 23 March 2006 the Fund signed a preliminary contract with the company Centro Edison 2001 S.p.A. for
the future purchase of an asset comprised of land, a building, an underground parking area, a covered
outdoor parking area (above the underground parking area) and annexed properties (the ‘‘Real Estate
110
Complex’’) located in Sesto San Giovanni, Viale Edison, for a price of Euro 24.6 million plus VAT; as part
of the above mentioned preliminary contract a guarantee equal to Euro 4.0 million was issued. The Real
Estate Complex to be built, as per the related deeds, will be used primarily as a ‘‘service facility’’. The
contract is subject to several conditions precedent in the favour of the buyer related to the completion of
certain land improvements according to DM 471/99 and the Ministry of Environment project of
16 December 2005, urban planning (i.e. destination of the building) and the successful confirmation of
technical compliance of the building at the end of the construction.
At the date the preliminary agreement for the Real Estate Complex was signed, two other future lease
agreements had already been signed: 1) with the company Alstom Power Italia S.p.A., signed by the selling
company on 23 January 2006 for a period of six years, renewable every six years for a six year period, for an
annual lease amount of Euro 1.3 million plus VAT; and 2) with the company Gruppo Pasini S.p.A., signed
by the selling company on 23 March 2006, for a period of six years, renewable every six years for a six year
period, for an annual lease amount of Euro 516 thousand plus VAT.
Referring to the Eastgate Park investment, on 11 May 2006 a preliminary purchase contract was signed
with Blosson S.r.l. and Est di Maggi Maria & C. S.a.s. for two share of residential zoning contiguous with
the Fund’s property and inserted in a city plan a total of 25,702 sqm for an aggregate amount of Euro
1.2 million plus fiscal expenses. At the same time, a deposit of Euro 200 thousand has been paid.
34. Related party transactions
The following transactions were carried out with related parties:
As at 30 June 2006
(i) Balances
Borrowings from Parent Company . . . . . . . . . . .
Trade payables to Fund manager . . . . . . . . . . . .
Trade payables to Group Pirelli & C. RE S.p.A. .
Trade payables to Group Pirelli & C. S.p.A. . . . .
(ii) Purchases of services
Financial expenses . . . . . . .
Management fees . . . . . . . .
Other costs
—Project management fees .
—Property fees . . . . . . . . .
—Due diligence costs . . . . .
—Other general expenses . .
.
.
.
.
47,125
1,248
701
105
..........................................
..........................................
1,625
1,248
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373
206
95
1
Borrowings from Parent Company as at 30 June 2006 are due to Spazio Industriale II B.V.
Trade payables to the Initial Fund Manager as at 30 June 2006 related to management fees matured at the
reporting date.
Trade payables to Pirelli & C. RE Group as at 30 June 2006 related mainly to property, project and agency
management services provided to the Pirelli & C. Group.
Trade payables to Pirelli & C. Group as at 30 June 2006 were due to Pirelli Ambiente Bonifiche S.r.l.
Financial expenses as for the period ended 30 June 2006 related to the borrowing from Spazio Industriale
II B.V.
The relationships between the Pirelli & C. Real Estate Group and the Telecom Group as at 30 June 2006
were significant. These relationships primarily related to lease contracts regulated by market conditions.
For the period ended 30 June 2006 no compensation has been paid to the Director.
35. Events after the balance sheet date
Admission to the AIM market
The Company is planning to seek admission to the AIM market of the London Stock Exchange for
dealings in the Company’s ordinary shares.
111
Conversion of the Fund from Speculative Fund to Ordinary Fund
On 27 April 2006, the Initial Fund Manager’s Board of Directors’ meeting approved to propose to the
Bank of Italy the conversion of the Fund from Speculative Fund to Ordinary Fund and the consequential
change of the fund manager from the Initial Fund Manager to Pirelli & C. Real Estate Società di Gestione
del Risparmio S.p.A. (the ‘‘Subsequent Fund Manager’’). On 22 August 2006 Bank of Italy approved the
conversion of the Fund and the consequential change of the fund manager. The conversion is subject to the
Company’s Admission to AIM.
Change in the form of the Company
Company into a public company with limited liability (naamloze vennootschap) under the name Spazio
Investment N.V. To that effect, the articles of association were amended and restated entirely by a notarial
De-merger of Spazio Industriale II B.V.
By a resolution of 3 October 2006, the Shareholders of Spazio Industriale II B.V. (through certain
subsidiaries), Cypress Grove and Pirelli RE (through certain subsidiaries), resolved to de-merge Spazio
Industriale II B.V. into Pirelli RE Netherlands B.V., wholly-owned by Pirelli RE, and Moabar B.V.,
majority owned by Cypress Grove through its subsidiaries. The de-merger took place by a notarial deed on
3 October 2006 with effect from 4 October 2006.
Refinancing of the bridge loans
The Bridge loan Agreements existing as at 30 June 2006 will be replaced with new medium term facilities
agreements. The Fund, acting through the Fund Manager, has entered into a senior loan agreement with
Natexis Milan, Natexis Banques, Banco di Roma, M.C.C., Banco di Sicilia and Banca Intesa for the
provision of the New Medium Term Facility, totalling Euro 784.2 million.
Corporate manager agreement
On 12 October October 2006 a corporate manager agreement (‘‘CMA’’) has been stipulated between the
Company and Pirelli RE Netherlands BV, a shareholder of the Company. Pirelli RE Netherlands BV will
provide to the Company the administrative, corporate, budgeting, legal, secretarial and investor relations
from Admission until the date of termination of the CMA. The services will include also the preparation
and reporting of financial statements. The Company shall pay in quarterly installments an annual
management fee of 0.15% of the average of (a) the aggregate historic acquisition costs or transfer value of
the assets owned by the Fund (including transaction costs, maintenance costs, financing costs and
capitalised costs) at the end of such quarter and (b) the aggregate historic acquisition costs or transfer
value of the assets owned by the Fund (including transaction costs, maintenance costs, financing costs and
capitalised costs) at the end of the immediately preceding quarter. The aggregate fee on the annual basis
will not be less than A350 thousand.
Promote
On 12 October 2006 the Articles of Association were modified to provide for an incentive payment (the
‘‘Promote’’) to be paid to the holders of Preferred Shares. Pirelli RE Netherlands B.V., as Corporate
Manager, will hold all of the Preferred Shares of the Company. The Promote will be based on the
achievement of a semi annually compounded internal rate of return on the Ordinary Shares (the
‘‘Incentive IRR’’) in excess of 12% (the amount of such excess being the ‘‘Excess Amount’’) for the period
commencing on the closing date of the Offer and ending on 31 December 2008, and for successive three
year periods thereafter.
The number of Ordinary Shares issuable in payment of the Promote shall be that number of Ordinary
Shares having a market value equal to the Euro equivalent of 20% of the Excess Amount for that
Measurement Period.
112
PART VII
PRO FORMA FINANCIAL INFORMATION
The following unaudited Pro Forma Financial Information has been prepared to illustrate the effect on the
Combined Balance Sheet of Spazio Investment N.V. (the ‘‘Company’’, formerly Spazio Industriale
Investments I B.V.) as if the adjustments (the capitalisation of shareholders loans, the committed
acquisitions, the refinancing arrangements and the proceeds of the offer) had occurred as at 30 June 2006
and on the Combined Income Statement of the Company as if the adjustments (the capitalisation of
shareholders loans, the committed acquisitions, the refinancing arrangements and the proceeds of the
offer) had occurred on 22 November 2005. The information, which is produced for illustrative purposes
only, by its nature addresses a hypothetical situation and therefore does not represent the actual financial
position of the Company and its subsidiary Spazio Industriale—Fondo Comune di Investimento
Immobiliare Speculativo di Tipo Chiuso—(the ‘‘Fund’’), together the ‘‘Group’’.
The financial information of the Group has been extracted from the Accountants’ report as set out in
Part VI of the document. The adjustments are based on unaudited information prepared by management.
The Combined Financial Statements of the Group as at 30 June 2006 have been prepared in connection
with the proposed Admission and subsequent trading on AIM, a market regulated by the London Stock
Exchange plc (‘‘AIM’’) in accordance with the requirements of the AIM Rules and on the basis of
International Financial Reporting Standards as adopted by the European Union (‘‘IFRS’’) (including
International Financial Reporting Interpretations Committee (‘‘IFRIC’’) interpretations), as modified by
the application of certain accounting conventions commonly used for the preparation of historical financial
information for inclusion in Investment Circulars as described in the Annexure to SIR 2000 ‘‘Investment
Reporting Standards Applicable to Public Reporting Engagements on Historical Financial Information’’
issued by the UK Auditing Practices Board.
As at 30 June 2006 the Group owns 100.00% of the units of the Fund, a real estate closed-end speculative
investment fund which is accounted for under the line by line method.
This unaudited Pro Forma Financial Information is based on estimates and assumptions deemed
appropriate by the Group and is presented for illustrative purposes only. Such information should not be
relied upon as an indication of the results that the Group would have achieved if the acquisitions had
occurred on the above assumed dates, nor should it be used as an indication of the results that will be
achieved during any period following the acquisition.
113
Unaudited Pro Forma Combined
Balance Sheet of Spazio Investment N.V. as at 30 June 2006
Adjustments
Combined
Balance Sheet of
Capitalisation
Spazio Investment N.V. of shareholders’ Proceeds of
Committed
as at 30 June 2006(1)
loans(2)
the Offer(3) acquisitions(4)
Refinancing(5)
Unaudited
Pro Forma
Combined
Balance Sheet as
at 30 June 2006
(In Euro thousand)
ASSETS
Non-current assets
Investment property .
Current assets
Inventories . . . . . . .
Trade receivables . . .
Other receivables . . .
VAT receivables . . . .
Financial instruments
Restricted cash . . . .
Cash and cash
equivalents . . . . . .
.
428,740
—
—
190,580
.
.
.
.
.
.
29,500
397
816
12,864
1,281
6,254
—
—
—
—
—
—
—
—
—
—
—
—
14,640
—
—
41,044
—
—
—
—
—
—
(1,281)
—
44,140
397
816
53,908
—
6,254
.
2,018
—
242,540
(125,607)
(30,078)
88,873
Total assets . . . . . . . .
481,870
—
242,540
120,657
(31,359)
813,708
23,874
47,125
242,540
—
—
313,539
94,492
—
—
—
—
94,492
118,366
47,125
242,540
—
—
408,031
312,188
—
—
120,657
EQUITY
Sharholders’ equity
Share capital and
reserves . . . . . . . . .
Retained earnings and
net income . . . . . . .
Total shareholders’
equity . . . . . . . . . .
LIABILITIES
Current liabilities
Bank borrowings and
payables to other
financial institutions
Borrowings from
Parent Company . . .
Trade payables . . . . . .
Other payables . . . . .
Tax payables . . . . . . .
—
(31,359)
401,486
47,125
3,960
158
73
(47,125)
—
—
—
—
—
—
—
—
—
—
—
Total liabilities . . . . .
363,504
(47,125)
—
120,657
(31,359)
405,677
Total equity and
liabilities . . . . . . . .
481,870
242,540
120,657
(31,359)
813,708
—
—
—
—
—
619,320
—
3,960
158
73
The accompanying notes on page 115 to page 116 are an integral part of the above unaudited
Pro Forma Combined Balance Sheet
114
Notes to the unaudited Pro Forma Combined Balance Sheet
(1) The Combined Balance Sheet of the Group as at 30 June 2006 has been extracted without material
adjustment from the historical financial information of the Group included in part VI of the
Document.
(2) Reflects the capitalisation of the shareholders’ loans to the Company comprising interest of Euro
1.6 million. The capitalisation has been approved by unanimous management board resolution of
Spazio Industriale II B.V. on 2 October 2006.
(3) Proceeds of the Offer to the Company are expected to be Euro 242.5 million, after deducting issue
costs for Euro 13.5 million.
(4) The unaudited committed acquisitions represent the portfolios owned as at 30 June 2006 by Spazio
Industriale 1 Srl, Spazio Industriale 2 Srl and Spazio Industriale 3 Srl, which are Italian incorporated
companies fully owned by Spazio Industriale B.V., a Dutch holding company with 75% of the share
capital owned by SREI (managed by affiliates of Grove International Partners LLP) and 25% of
the share capital owned by Pirelli & C. Real Estate. The portfolio is comprised of assets leased to the
Prada Group and Enel SpA and of Edificio 16, a development project that will be acquired by the
Fund at the Admission, subject to the completion of the Offer at a purchase price of Euro
205.2 million, representing the fair value of the portfolio. The committed acquisitions are subject to
the Admission and the Proceeds of the Offer (see Part I on risks relating to investing in real estate,
Part IV which includes the details of the Portfolio and paragraph 6.6 of Part VIII of this document for
a summary of the terms of the Acquisition Agreement).
The data below sets forth the sources and uses of funds in connection with the acquisition of the
Additional Portfolio.
Sources
Uses
(In Euro thousand)
(In Euro thousand)
Bank borrowings . . . . . . . . . . . . . . .
Proceeds of the Offer . . . . . . . . . . . .
123,751
125,607
Investment property . . .
Inventories (Edificio 16)
VAT receivables . . . . . .
Up-Front fee and duties
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.
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.
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.
.
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.
.
.
190,580
14,640
41,044
3,094
Total Sources . . . . . . . . . . . . . . . . . .
249,358
Total Uses . . . . . . . . . . . . . . . . . . . .
249,358
The adjustment in the Pro Forma Bank borrowings, Euro 120.7 million, reflects the bank borrowings
adjustment of Euro 123.8 million after deducting the Up Front fees and duties of Euro 3.1 million.
(5) Reflects the repayment of an existing bank loan of Euro 31.4 million. The amount is the net result of
the assumed repayment of Euro 51.1 million required by the Bank of Italy’s rules in order to be in
compliance with the expected financial leverage of the Italian closed end real estate fund and the
additional debt for a Euro 19.7 million drawdown as cash collateral for a bank guarantee to be issued
in relation to a development project and to a vendor for the acquisition of future property.
The Bridge loan Agreements existing as at 30 June 2006 will be replaced with new medium term
facilities agreements. The Fund, acting through the Fund Manager, has entered into a senior loan
agreement, with Natexis Milan, Natexis Banques, Banco di Roma, M.C.C., Banco de Sicilia and Banca
Intesa (the ‘‘Financing Banks’’) for the provision of the New Medium Term Facility, totalling Euro
784.2 million. The New Medium Term Facility is comprised of a term loan in an aggregate amount of
Euro 665.7 million and a Euro 118.5 million revolving facility.
The New Medium Term Facility has an initial term of seven years from the closing date (expected to
be on 18 October 2006) plus an extension option exercisable by the Fund for a further three years
subject to customary conditions precedent. Any advances to the Fund under the revolving facility will
be made available subject to customary conditions and will have a 12 month maturity. The Fund
Manager expects to seek to refinance advances under the revolving facility upon maturity by medium
term facilities through the same lenders or by other banks; however, no commitment for such
refinancing has been obtained. The purpose of such advances is to provide the Fund with short term
financing for its future acquisitions. The New Medium Term Facilities are fully described in Part II,
paragraph 8 of this document.
115
The financial instruments held by the Group through the Fund are two collars which have been
entered into in order to hedge the interest rate risk on the bank loan related the acquisition of the
Telecom Portfolios.
Considering that the above-mentioned derivatives will be replaced by a new hedging contract to be
entered into on or about the Admission Date in order to hedge the interest rate risk originated by the
loans exposure, the fair value of the derivatives in the historical financial statements of the Fund have
been derecognised, for a total amount of approximately Euro 1.3 million.
With respect to the assumptions relating to the new derivative contracts that will be entered into on or
about the Admission Date, the execution of which has been requested by the Financing Banks, as of
today the type of hedging instruments to be used have not yet been decided, due to the fact that the
Fund Manager will decide which instruments are more convenient and appropriate on the basis of the
market conditions prevailing at the Admission Date; accordingly the hedging strategy’s effect on
the loan exposure has not been reflected in the unaudited Pro Forma Combined Balance Sheet.
116
Unaudited Pro Forma Combined
Income Statement of Spazio Investment N.V. for the period
ended 30 June 2006
Adjustments
Combined
Income
Statement of
Spazio
Investment
N.V. for the
period ended
30 June 2006(1)
Rental Income . . .
Fair value gains(5) .
Management fees(6)
Other costs(7) . . . .
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Operating income . . . . . .
10,380
93,774
(1,198)
(1,503)
101,453
Financial Income . . . . . . .
Financial Expense(8) . . . . .
Change in fair value of
financial assets(9) . . . . . .
117
(7,276)
Pro forma of
historical data
for the period
Capitalisation of
ended
shareholders’ loans(2)
30 June 2006(3)
(In Euro thousand)
Committed
acquisitions
for the period
ended
30 June 2006(4)
—
—
—
—
6,765
—
(427)
(611)
7,597
—
(912)
(568)
—
5,727
6,117
—
1,625
—
(903)
841
—
(841)
Profit before taxes . . . . . .
95,135
1,625
Income tax expense . . . . .
—
Net income for the period .
95,135
—
(2,791)
Unaudited
Pro Forma
Combined
Income
Statement for
the period
ended
30 June 2006
24,742
93,774(A)
(2,537)
(2,682)
113,297
117
(9,345)
—
—
3,983
3,326
104,069
—
—
—
—
1,625
3,983
3,326
104,069
(A) The unaudited Pro Forma Combined Income Statement includes a fair value gain of Euro 93.8 million in respect
of revaluation of the existing property portfolio. The extent of any unrealized gains or losses on the property
portfolio of the Group in the future is dependent on, among other factors, the level of investment that the Group
has made cumulatively in its property portfolio and the opportunities and conditions prevailing in the property
market in Italy at the time. The Directors believe that the opportunities for property investment at attractive
prices were particularly favourable during the period covered by the Pro Forma Income Statement, the time
during which the Fund invested the majority of its capital raised. The Directors are therefore presently of the view
that a gain of this magnitude on the property portfolio is not likely to reoccur in any future individual accounting
period.
The accompanying notes on page 118 to page 119 are an integral part of the above unaudited
Pro Forma Combined Income Statement
117
Notes to the unaudited Pro Forma Combined Income Statement
(1) The Combined Income Statement of the Group for the period from 22 November 2005, the date of
incorporation, to 30 June 2006, has been extracted without material adjustment from the historical
financial information of the Group included in part VI of the Document.
(2) Reflects the capitalization of the interest of the shareholders’ loans to the Company. The
capitalisation has been approved by unanimous management board resolution of Spazio Industriale II
B.V. on 2 October 2006.
(3) The adjustments shown in column 3 relate to pro forma adjustments that are performed in order to
provide the economic impacts as a result of the real estate’s portfolio acquisitions effected during the
period from 22 November 2005 to 30 June 2006 as if the same acquisitions had occurred as at
22 November 2005. In particular the portfolio acquisitions refer to the three tranches of Telecom,
Portogruaro, Pavia, Tivoli and Pasini portfolios.
(4) The unaudited committed acquisitions reflects the purchase cost of the acquisitions that will take
place after 30 June 2006 (the ‘‘Committed Acquisitions’’), as if they had occurred as at 22 November
2005. In particular, the Committed Acquisitions refer to the Prada, Enel and Edificio 16 portfolios
that will occur subject to the Offering.
‘‘Other costs’’, amounting to Euro 0.6 million represent all building-related costs that would have been
reasonably borne since 22 November 2005 if the portfolios had been acquired by the Fund as at that
date. These costs mainly relate to property tax (ICI), and property management fees, in connection
with the Edificio 16 development project.
(5) Fair value gains reflect the differences between the fair value of ‘‘Investment Property’’ and their
related acquisition costs: this unrealized gain is to be considered a non-recurring item and, as such,
not necessarily repeatable to the same extent, or even not repeatable at all, in the foreseeable future.
(6) The management fee structure applied in determining pro forma the costs that would have been
borne by the Fund had all the transactions been effected as at 22 November 2005, is the one that is
currently in place.
Bank of Italy authorized on 22 August 2006 the change of the Fund from a speculative into an
ordinary fund. Accordingly the transfer of the Fund asset management activity from the Initial Fund
Manager to Pirelli & C. Real Estate Società di Gestione del Risparmio S.p.A. (the ‘‘Subsequent Fund
Manager’’), as approved by the Fund Unitholders’ and the Fund Manager respective Meetings, will
change the management fees structure.
Should the revised Asset Management Base Fee structure be applied, the total management fee
amount would be Euro 2.4 million with an increase of Euro 114 thousand on the net result for the
period.
(7) Other costs essentially relate to the services fees concerning property and agency services; these have
been assumed to have been sustained by all the portfolios—Initial Portfolio, Additional Portfolio and
Committed Acquisitions—since 22 November 2005 applying the fee structure currently in place which
is not subject to changes after the listing.
(8) Financial expenses have been computed as if all the bank loans shown in the far right column of the
unaudited Pro Forma Combined Balance Sheet (i.e. Refinancing) had been drawn as at 22 November
2005—consistently with the assumption that all the portfolio acquisitions have been effected on
22 November 2005—, with the application of the historical Euribor curve, and the proceeds of the
Offer to the Company being available since 22 November 2005 in order to finance the purchase of the
portfolio acquisitions.
In particular:
• during the period ended 30 June 2006 the portfolio acquisitions have been financed with a leverage
of about 85% of the portfolio fair value, while the pro forma adjustment assumes that the leverage
is 60% of the portfolio fair value, thus respecting the Bank of Italy regulation regarding the
ordinary funds, and the residual is financed with the proceeds of the Offer to the Company;
• during the period ended 30 June 2006 the Group incurred interest expenses of about Euro
1.6 million related to the parent company loan; the pro forma assumes that the parent company
loan has been capitalized since 22 November 2005, thus not generating interest expenses.
118
For additional details see the table below:
Pro Forma Financial expenses
Agency
fee
(in Euro thousand)
San Lorenzo . . . . . . . .
Portogruaro . . . . . . . .
Pavia . . . . . . . . . . . . .
Pasini . . . . . . . . . . . . .
Tivoli . . . . . . . . . . . . .
Parent company loans .
Commited acquisitions
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.
.
Undrawn
Commission
Interest
expenses
As for the
period
ended
30 June 2006
.
.
.
.
.
.
.
156
48
7
15
4
—
13
164
—
2
31
1
—
86
5,290
—
324
336
176
—
2,692
5,610
48
333
382
181
—
2,791
Total Pro Forma Financial expenses . . . . . . . . .
243
284
8,818
9,345
(9) The financial derivatives held by the Fund are two collars which have been entered into in order to
hedge the interest rate risk on the bank loan related to the acquisition of the Telecom Portfolios.
Considering that the above-mentioned derivatives will be replaced by a new hedging contract to be
entered into on or about the Admission Date in order to hedge the interest rate risk originated by the
loans exposure, the change in fair value of the derivatives in the historical financials of the Fund have
been derecognised, for a total amount of approximately Euro 841 thousand.
With respect to the assumptions relating to the new derivative contract that will be entered into on or
about the Admission Date, the execution of which has been requested by the Financing Banks, as of
the date of this Admission Document, the type of hedging instruments to be used have not yet been
decided, due to the fact that the Fund Manager will decide which instruments are more convenient
and appropriate on the basis of the market conditions prevailing at the Admission Date; accordingly
the hedging strategy effect on the loans exposure has not been reflected in the unaudited Pro Forma
Combined Income Statement.
119
PART VIII
ADDITIONAL INFORMATION
1.
RESPONSIBILITY AND REPORTS BY EXPERTS
1.1 The Company, whose registered office is set out on page 12, and the Directors, whose names appear
on page 12, accept responsibility for the information contained in this document. To the best of the
knowledge of the Company and the Directors (each of whom has taken all reasonable care to ensure
that such is the case) the information contained in this document is in accordance with the facts and
contains no omission likely to affect the import of such information.
1.2 PricewaterhouseCoopers S.p.A. has given and not withdrawn its written consent to the inclusion of the
Accountants’ Report on the financial information set out in Part VI of this document in the form and
context in which it is included. The financial information contained in Part VI of this document does
not constitute statutory financial statements within the meaning of Section 240 of the English
Companies Act. A written consent under the AIM Rules is different from a consent filed with the
SEC under Section 7 of the Securities Act, which is applicable only to transactions involving securities
registered under the Securities Act. As the offered securities have not been and will not be registered
under the Securities Act, PricewaterhouseCoopers has not filed a consent under Section 7 of the
Securities Act.
1.3 CB Richard Ellis has given and not withdrawn its written consent to the inclusion of the CBRE
Valuation Report in Part X of this document in the form and context in which it is included.
2.
THE COMPANY
2.1 Incorporation
2.1.1
The Company was incorporated in The Netherlands on 22 November 2005 as a private
company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with the
legal and trade name Spazio Industriale Investments I B.V. The Company was registered in the
Chamber of Commerce in Amsterdam on 25 November 2005 with registration number
34237136.
2.1.2
By a resolution of 2 October 2006, Spazio Industriale II B.V., the shareholder of the Company
at the date of the resolution, resolved to change the form of the Company into a public
company with limited liability (naamloze vennootschap) under the name Spazio Investment
N.V. To that effect, the articles of association were amended and restated entirely by a notarial
2.1.3
The principal legislation under which the Company was formed and now operates is book 2 of
the Dutch Civil Code. The Company is domiciled in Amsterdam, The Netherlands. The
Company has not appointed a firm of auditors and expects to do so after Admission.
2.1.4
The address of the registered office of the Company is Herengracht 208, 1016 BS Amsterdam,
The Netherlands but will change to Naritaweg 165, Telestone 8, 1043 BW Amsterdam upon
Admission. The ISIN for the Ordinary Shares is NL0000686319.
2.2 The Company and Principal Activities
2.2.1
The Company’s principal activity is that of a holding company to manage and supervise
businesses, companies, funds and other entities of any nature whatsoever.
2.2.2
The Company has no subsidiaries other than that it holds 100% of the Units in the Fund.
120
3.
SHARE CAPITAL
3.1 The following table shows the authorised and issued share capital of the Company as at 12 October
2006 (being the most recent practicable date before publication of this document) and as it will be
immediately following Admission and the Offer:
AS
AT
12 OCTOBER 2006
Authorised
(Shares Of E0.20 Each)
Nominal Value
Number
—Ordinary Shares . . . . . . . . . .
—Preferred Shares . . . . . . . . . .
A10,000,000
A20
50,000,000
100
Issued
Nominal Value
Number
A2,000,000
A20
10,000,000
100
IMMEDIATELY AFTER ADMISSION
Authorised
Nominal Value
Number
—Ordinary Shares . . . . . . . . . .
—Preferred Shares . . . . . . . . . .
A10,000,000
A20
50,000,000
100
Issued
Nominal Value
Number
A6,096,000
A20
30,480,000
100
3.2 The following table shows the authorised and issued share capital of the Company as at the beginning
of its current financial period (being the date of its incorporation) and as at the end of the period
covered by the financial information contained in Part VI of this document (the Company not having
reached a financial year end prior to the date of this document):
AS AT 22 NOVEMBER 2005
Authorised
(Ordinary Shares Of E1 Each)
Nominal Value
Number
A90,000
Issued
(Ordinary Shares Of E1 Each)
Nominal Value
Number
A18,000
90,000
18,000
None of the issued share capital of the Company has been paid for with assets other than cash within the
period beginning on 22 November 2005 (being the date of incorporation of the Company) and ending on
12 October 2006 (being the most recent practicable date before publication of this document) with the
exception of the issue at the expense of the share premium reserve of the Company as set out below in 3.3.
3.3 The following changes in the authorised and issued share capital of the Company between its
incorporation on 22 November 2005 and 12 October 2006 (being the most recent practicable date
before the publication of this document):
3.3.1
on incorporation, 18,000 Ordinary Shares were issued at a price of A1.00 each;
3.3.2
As of 12 October 2006, the Company converted its outstanding and issued shares into 90,000
issued and outstanding shares, with a nominal value of A0.20. In addition, 9,910,000 Ordinary
Shares were issued to the Shareholders of the Company using the share premium reserve
resulting from the conversion of Shareholders’ loans into equity, and 100 Preferred Shares of
the Company were issued to Pirelli RE Netherlands B.V. for a cash payment of A20.
With effect from Admission, Ordinary Shares will be delivered, held and settled in CREST. Pursuant to a
method approved by CRESTCo under which transactions in foreign securities may be settled through
CREST, the Depository will issue dematerialised Depository Interests representing entitlements to
Ordinary Shares. The Depository Interests will be independent securities constituted under English law
which may be held and transferred through CREST.
3.4 Written resolution of Spazio Industriale II B.V. (being sole the shareholder of the Company) was duly
passed on 2 October 2006 resolving, inter alia:
3.4.1
the conversion of the Company from a B.V. company into a N.V. company, and amendment of
the Articles of Association of the Company, (including inter alia an increase and conversion of
the authorised capital from 90,000 shares with a nominal value of A1.00 to 50,000,100 shares
121
with a nominal value of A0.20, divided into 50,000,000 Ordinary Shares and 100 Preferred
Shares);
3.4.2
the issue, subject to the Articles of Association of the Company referred to above under 3.4.1
being amended, which amendment includes an increase of the authorised share capital of the
Company, of (i) 3,468,500 Ordinary Shares and 100 Preferred Shares in the capital of the
Company to Pirelli RE Netherlands B.V. and (ii) 6,441,500 Ordinary Shares in the capital of
the Company to Moabar B.V., all with a nominal value of A0.20 at an issue price of A0.20 per
share;
3.4.3
that the authorised share capital of the Company be increased from A90,000 to A10,000,000 by
the creation of 50,000,000 Ordinary Shares of A0.20 each and 100 Preferred Shares of A0.20
each.
3.5 On 25 September 2006, the shareholders meeting of the Company resolved:
3.5.1
To appoint John Duggan, Roy Dantzic, Olivier de Poulpiquet, Richard Mully and Gualtiero
Tamburini, as Directors of the Company and to accept the resignation of Daniel H. Felsenthal
as Director and to grant him discharge for his management up to the moment of his
resignation.
3.6 Except for the shares to be issued upon Admission and the Ordinary Shares that are the subject of the
Over Allotment Option or the Subscription Rights (see paragraph 6.8 below), no capital of the
Company is proposed to be issued or is under option or is agreed to be put under option.
3.7 Other than the Preferred Shares to be issued to Pirelli RE Netherlands B.V. under the terms of the
incentive arrangement described in paragraph 16 of Part II, there are no convertible or exchangeable
securities in issue in the Company. Other than the Preferred Shares to be issued to Pirelli RE
Netherlands B.V. there are no preferred shares in issue at the date of this document. Details of the
rights attaching to the Preferred Shares are contained in the summary of the Articles of Association of
the Company in paragraph 4 of Part VIII of this document.
4.
ARTICLES OF ASSOCIATION
4.1 The Company’s bylaws are contained in its articles of association (the ‘‘Articles’’). There is no
separate memorandum of association or equivalent under Dutch law. The Articles, which were
amended on 12 October 2006 pursuant to resolution of the Company’s shareholder dated 2 October
2006, contain, inter alia, provisions to the following effect:
4.1.1
Pursuant to article 3 of the Articles, the objects of the Company are:
(a) to incorporate, to participate in any way whatsoever in, to manage, to supervise businesses,
companies, funds and other entities of any nature whatsoever;
(b) to finance businesses, companies, funds and other entities of any nature whatsoever;
(c) to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other
securities or evidence of indebtedness as well as to enter into agreements in connection with
the aforementioned activities;
(d) to render advice and services to businesses, companies, funds and other entities of any
nature whatsoever with which the Company forms a group and to third parties;
(e) to grant guarantees, to bind the Company and to pledge its assets for obligations of
businesses, companies, funds and other entities of any nature whatsoever with which it forms
a group and on behalf of third parties;
(f) to acquire, alienate, manage and exploit registered property and items of property
in general;
(g) to trade in currencies, securities and items of property in general;
(h) to develop and trade in patents, trade marks, licenses, know-how and other industrial
property rights;
(i) to perform any and all activities of an industrial, financial or commercial nature; and
122
(j) to do all that is connected therewith or may be conducive thereto, all to be interpreted in the
broadest sense.
4.2 Board of Directors
4.2.1
The Company’s management board (het bestuur, the ‘‘Management Board’’) is responsible for
the management of the Company. Pursuant to the Articles, the Management Board consists of
at least 3 and a maximum of 7 Management Board members, which can be both individuals and
legal entities.
4.2.2
The Shareholders’ Body is entitled to appoint the members of the Management Board,
provided that for as long as a holder of Preferred Shares is also a holder of at least 10% of the
aggregate issued and outstanding Ordinary Shares (the ‘‘Nominating Party’’), such Nominating
Party shall have the right to nominate one Management Board member. If the Nominating
Party has not made a nomination within three months after the vacancy has occurred, the
Shareholders’ Body shall be free to make the appointment. The Shareholders’ Body can
deprive a nomination of its binding character at any time by a resolution adopted with a
majority of at least two-thirds of the votes cast, representing more than half of the issued share
capital. A member of the Management Board shall retire not later than the day on which the
first meeting of shareholders and other persons entitled to attend meetings of Shareholders
(the ‘‘General Meeting of Shareholders’’) is held after three years have elapsed since his
appointment. The body of the Company consisting of holders of Shares entitled to vote
together with pledgees and usufructuaries to whom voting rights attributable to Shares accrue
(the ‘‘Shareholders’ Body’’) may only suspend or dismiss a Management Board member who is
appointed from a list of nominees pursuant to the provisions of Article 19.2 of the Articles,
other than at the proposal of the Nominating Party, by a resolution adopted with a majority of
at least two thirds of the votes cast, representing more than half of the issued share capital. The
Management Board determines the remuneration of the Management Board, in accordance
with the remuneration policy adopted by the Shareholders’ Body, provided that arrangements
in the form of shares or rights to subscribe for shares are subject to the approval of the
Shareholders’ Body.
4.2.3
The Management Board may adopt resolutions by majority of the votes cast. The Management
Board and each Management Board Member acting individually shall be authorised to
represent the Company. Certain Management Board resolutions as specified in the Terms of
Reference for the Management Board of the Company shall require a majority of 80% of the
votes cast at a meeting of the Management Board in which all Management Board members
are present or represented. Resolutions with respect to a material change of the identity of the
Company or its enterprise and consolidated borrowings in excess of 90% of the value of the
aggregate consolidated assets of the Company and its subsidiaries (including the Fund) require
the prior approval of the Shareholders’ Body. Further, the Shareholder’s Body may require
resolutions of the Management Board to be subject to its approval, provided that such
resolutions are clearly specified and notified to the Management Board in writing. The absence
of approval by the Shareholders’ Body for a resolution as referred to above shall not affect the
authority of the Management Board or its members to represent the Company.
4.3 Rights, preferences and restrictions attaching to the Company’s shares
Each Ordinary Share confers the right to cast one vote at the General Meeting of Shareholders. There are
no restrictions, either under Dutch law or in the Articles, on the right of non-residents of The Netherlands
or foreign owners to hold or vote the Ordinary Shares, other than those also imposed on Italian residents
and the ERISA Restrictions summarised in paragraphs 4.16 and 4.17 below. Subject to certain exceptions
provided by Dutch law or the articles of association, resolutions are passed by an absolute majority of the
votes cast, unless Dutch law or the Articles prescribe a greater majority.
Each Preferred Share confers the right to cast one vote at the general meeting of shareholders. There are
no restrictions under Dutch law on the right of non-residents of The Netherlands or foreign owners to hold
or vote the Preferred Shares, other than those also imposed on Italian residents and the ERISA
Restrictions summarised in paragraphs 4.16 and 4.18 below. Subject to certain exceptions provided by
Dutch law or the Articles, resolutions are passed by an absolute majority of the votes cast, unless Dutch
law or the Articles prescribe a greater majority.
123
If Preferred Shares are no longer held by a Group Company of Pirelli, such Preferred Shares shall without
any further action being required, convert from Preferred Shares into Ordinary Shares on a share for share
basis.
4.4 Variation of rights
The Articles do not impose further constraints or restrictions on shareholders other than provided by
Dutch law except for the selling restrictions summarised in paragraphs 4.16 and 4.17 below and the Articles
do not contain provisions regarding actions that may be necessary to change the rights of shareholders.
4.5 Issue of shares, rights of pre-emption
4.5.1
For a period of five years from the date of the execution of the deed of conversion and
amendment to the Articles of the Company, Ordinary Shares may be issued pursuant to a
resolution of the Management Board. This authority of the Management Board shall relate to
all unissued shares comprised in the authorised capital, as amended in that period of five years,
which have not yet been issued. The above- mentioned period may be extended by the Articles
or by a resolution of the Shareholders’ Body for a period not exceeding five years in each case.
As from termination of the authority of the Management Board, the issuance of Shares shall
require a resolution of the Shareholders’ Body, unless another company body has been
designated by the Shareholders’ Body.
4.5.2
Each holder of Ordinary Shares shall have a pre-emptive right on any issue of Ordinary Shares
pro rata to the aggregate amount of his Ordinary Shares. Holders of Ordinary Shares shall,
however, have no pre-emptive right on:
(i)
Ordinary Shares issued for a non-cash contribution;
(ii) Ordinary Shares issued to the holders of Preferred Shares at the expense of the Preferred
Reserve (as described in paragraph 4.12.1 below) in accordance with Article 31.7;
(iii) Ordinary Shares issued to employees of the Company or of a group company; or
(iv) Preferred Shares issued.
Each holder of Preferred Shares shall have a pre-emptive right on any issue of Preferred
Shares pro rata to the aggregate amount of his Preferred Shares. Holders of Preferred Shares
shall, however, have no pre-emptive right on Ordinary Shares issued, with the exception of
Ordinary Shares issued to the holders of Preferred Shares at the expense of the Preferred
Reserve, in which case each holder of Preferred Shares shall have a pre-emptive right pro rata
to the aggregate amount of his Preferred Shares.
The pre-emptive right may be restricted or excluded by a resolution of the Shareholders’ Body,
unless another company body has been designated by the Shareholders’ Body as the competent
company body to restrict or exclude a pre-emptive right. Another company body can only be
designated as such by the Shareholders’ Body if and when it is also designated as the
competent company body to issue shares. Each resolution of the Shareholders’ Body to
designate such another company body as the competent company body to restrict or exclude a
pre-emptive right can only be adopted at the proposal of the Management Board. The
authority vested in another company body shall terminate upon termination of the authority of
such company body to issue shares. Furthermore, Section 2:96a of the Dutch Civil Code shall
apply to the conditions of issue and to the pre-emptive right.
4.5.3
A Resolution of the Shareholders’ Body to issue Shares or designate another company body as
the competent company body to issue Shares shall only be valid if and when approval is
obtained from the meeting of shareholders of the class whose rights are affected by the issue.
4.6 Form and transfer of Shares
4.6.1
The shares of the Company are in registered form. They are only available in the form of an
entry in the shareholders’ register of the Company without the issuance of a share certificate.
4.6.2
Subject to Dutch law and the Articles, the Company must keep a shareholders’ register. The
shareholders register must be regularly kept up-to-date. It may, fully or partially, consist of
multiple copies and must be kept at the offices of the Company. Parts of the shareholders’
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register may be kept outside The Netherlands, provided that it is necessary to do so to comply
with local law or applicable provisions of AIM. The register records the names, addresses and
all other information of all shareholders of which the law demands recording and such other
information as is desirable in the view of the Management Board. The requirement applies
similarly to holders of a right of pledge on shares and holders of a right of usufruct on shares.
Shareholders, holders of a right of pledge on shares and holders of a right of usufruct on shares
will at their request be provided free of charge with an extract of the recording in the register
with respect to shares entered in their name.
4.6.3
The Management Board shall make the register of Shareholders available at the Company’s
office for inspection by the holders of shares and the persons to whom the rights accrue
conferred by law upon holders of depository receipts with the cooperation of the Company.
The Management Board may allow inspection of the register and provide information
regarding the direct and indirect shareholdings of a shareholder provided to the Company by
such shareholder, to supervisory authorities, in order to comply with the statutory and/or
regulatory requirements or the requirements set by the applicable securities law. The preceding
sentence is only applicable if and insofar as such requirements are applicable to the Company
and its shareholders pursuant to a listing of shares on a stock exchange or pursuant to the
registration of an offer of such shares under the applicable securities law.
4.6.4
Subject to Dutch law and the Articles, registered shares are transferred by a notarial deed
unless Section 2.86c of the Dutch Civil Code applies thereto. To ensure the effectiveness of the
transfer vis-à-vis the Company, the deed of transfer must be served to the Company, or the
transfer must be acknowledged by the Company, all in accordance with the provisions of Dutch
law and the Articles.
4.7 General meetings
4.7.1
General meetings of shareholders shall be held at Amsterdam, Haarlemmermeer (Schiphol
Airport) or Rotterdam. The annual General Meeting of shareholders shall be held each year,
within six months of the end of the financial year. The agenda for the annual general meeting
must contain, among other items placed on the agenda in accordance with Dutch law and the
Articles, the discussion of the annual report, the discussion and adoption of the annual
accounts and the allocation of profits, the discharge of the Management Board members from
liability for the fulfilment of their duties during the relevant financial year, appointments for
any vacancies and any other proposals presented for discussion by the Management Board and
announced with due observance of the Articles.
4.7.2
Other general meetings of shareholders shall be held as often as the Management Board
deems such to be necessary.
4.7.3
Each holder of shares entitled to vote and each holder of rights conferred by Dutch law upon
holders of depository receipts issued with the Company’s cooperation for Ordinary Shares in
its capital shall be entitled to attend the general meeting of shareholders, to address such
meeting and to exercise his voting rights. The Management Board must be notified in writing
of the intention to attend the meeting. Such notice must be received by the Management Board
not later than on the date specified in the notice of the meeting.
4.7.4
The right to participate in the meeting in accordance with the previous subparagraph may be
exercised by a proxy authorised in writing, provided that the power of attorney has been
received by the Management Board not later than on the date specified in the notice of
the meeting.
4.7.5
The date specified in the notice of the meeting, referred to in the two previous subparagraphs,
may not fall before the seventh day prior to the date of the meeting.
4.7.6
If the voting rights attributable to a share accrue to the usufructuary or the holder of a right of
pledge on shares, instead of to the holder of shares, the holder of shares shall likewise be
authorised to attend the general meeting of shareholders and to address such meeting,
provided that the Management Board has been notified of the intention to attend the meeting
in accordance with the Articles.
4.7.7
Furthermore, each holder of rights conferred by Dutch law upon holders of depository receipts
issued with the Company’s corporation for Ordinary Shares in its capital shall be entitled to
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attend the general meeting of shareholders and to address such meeting, provided that the
Management Board has been notified of the intention to attend the meeting in accordance
with the Articles.
4.7.8
The Shareholders’ Body may authorise the Management Board for a maximum period of five
years to determine a registration date as referred to in Section 2:119 of the Dutch Civil Code.
4.7.9
Holders of shares may only attend the general meeting of shareholders, and (to the extent that
they are entitled to vote) participate in the voting, in respect of shares that are registered in
their names both on the day referred in subparagraph 4.7.3 and on the day of the meeting, or if
a registration date has been determined in accordance with subparagraph 4.7.8, on the
registration date.
4.7.10 The Management Board members shall, as such, have the right to render advice in the general
meeting of shareholders.
4.8 Adoption of Resolutions by the Body of Ordinary Shareholders or the Body of Preferred
Shareholders
4.8.1
Resolutions of the body of Ordinary Shareholders or the body of Preferred Shareholders may
be adopted in a meeting of holders of shares of the relevant class.
4.8.2
Meetings of holders of shares of a certain class are held as often as the Management Board
deems such necessary. Holders of shares of a certain class may request the Management Board
to convene a meeting of holders of shares of such class. This right does not accrue to other
shareholders.
4.9 Provisions that would have the effect of delaying, deferring or preventing a change in control of
the Company
The Articles do not contain provisions that would have the effect of delaying, deferring or preventing a
change in control of the Company.
4.10 Repurchase by the Company of its own shares
4.10.1
The Company may acquire fully paid up shares in its own capital or depository interests
relating thereto, but may only do so for no consideration or if:
a.
the distributable equity is at least equal to the purchase price, and
b.
the nominal value of the shares in its capital or depository receipts which the Company
acquires or holds, or that are held by a subsidiary, does not exceed one tenth of the
issued capital.
4.10.2
Qualifying for the above-mentioned acquisition shall be the amount of the distributable equity
according to the most recently adopted balance sheet, less the purchase price of shares in the
capital of the Company or depository receipts therefor and distributions to others from profits
or reserves it and its subsidiaries are due after the balance sheet date. If more than six months
have elapsed since the end of a financial year without the annual accounts having been
adopted, an acquisition in accordance with the aforementioned subsection shall not be
permitted.
4.10.3
An acquisition for a consideration can only be effected if the Shareholders’ Body has
authorised the Management Board in respect thereof. This authorisation shall remain valid
for a maximum of eighteen months. In the authorisation, the Shareholders’ Body must specify
the number of shares or depository receipts therefor which may be acquired, the manner in
which they may be acquired and the limits within which the price must be set.
4.10.4
No authorisation as referred to in the aforementioned subsection shall be required for the
acquisition of shares or depository receipts therefor for the purpose of transferring the same
to employees of the Company or of a group company under a scheme applicable to such
employees, provided that such shares or depository receipts therefor are listed on a stock
exchange.
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4.11 Financial Statements and Accountant
4.11.1
The Company’s financial year is the calendar year. Not later than five months after the end of
each financial year (unless extended by resolution of the Shareholders’ Body), the
Management Board shall prepare annual accounts, and shall deposit the same for inspection
at the Company’s office. The annual accounts shall consist of a balance sheet, a profit and loss
account and explanatory notes. The annual accounts shall be signed by the Management
Board members; if one or more of their signatures is lacking, this shall be stated, giving the
reasons therefor.
4.11.2
The Company shall instruct an accountant to audit the annual accounts. The Shareholders’
Body shall be authorised to furnish such instruction. If the Shareholders’ Body fails to
proceed thereto, the Management Board shall be competent thereto.
4.11.3
The accountant shall render an account of his audit to the Management Board. The
accountant shall reflect the results of his audit in a statement attesting to the accuracy of the
annual accounts.
4.11.4
The annual accounts as prepared, the annual report and the information to be added
pursuant to Section 2:392 subsection 1 of the Dutch Civil Code must be available at the
Company’s office as of the date of notice convening the annual General Meeting of
Shareholders. Shareholders and persons to whom the rights accrue conferred by law upon
holders of depository receipts with the cooperation of the Company may inspect the
documents at that place and obtain a copy thereof free of charge.
4.12 Profit and Loss
4.12.1
In this paragraph, the following terms shall have the following meanings:
• the ‘‘Preferred Reserve’’ means the dividend reserve in respect of the Preferred Shares
for the exclusive benefit of the holders of Preferred Shares;
• a ‘‘Test Period’’ means the period from the date of the Admission up to and including
31 December 2008 and each subsequent three year period;
• a ‘‘Trigger Date’’ means the last day of a Test Period;
• the ‘‘First Test Period’’ means the period from the date of Admission up to and
including 31 December 2008;
• the ‘‘Average Previous Share Price’’ or ‘‘APSP’’ means, (i) in respect of the First Test
Period, the price of the initial offer of the Ordinary Shares on AIM and (ii) in respect of
any subsequent Test Period, the weighted average trading price of the Ordinary Shares
on AIM over the three month period ending on the Trigger Date of the immediately
preceding Test Period;
• the ‘‘Average Actual Share Price’’ or ‘‘AASP’’ means, in respect of each Test Period, the
weighted average trading price of the Ordinary Shares on AIM over the three month
period ending on the Trigger Date of such Test Period;
• the ‘‘Promote Amount’’ means, in respect of each Test Period, an amount in cash
calculated on the Trigger Date of such Test Period on the basis of the following formula:
(20% ǂ (the Excess Amount)) divided by AASP, multiplied by EUR 0.20
• ‘‘Excess Amount’’ means, in respect of each Test Period, the amount of the Distributions
in excess of the amount of the Distributions necessary to obtain in each Test Period an
IRR equal to 12%, where:
• ‘‘IRR’’ means, in respect of each Test Period, the semi-annually compounded discount
rate that, when applied to each Contribution and to each and all Distributions,
determines a current value equal to zero, where:
(a) ‘‘Contribution’’—assumed as having a negative value—indicates the APSP
multiplied by the then outstanding number of Shares plus any contribution (in cash
or in kind) paid to the Company by the shareholders during the current Test
Period; and
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(b) ‘‘Distributions’’—assumed as having a positive value—indicate (i) the amount of
all distributions (in cash or in kind) actually paid to the holders of Ordinary Shares
during the relevant Test Period plus (ii) the AASP multiplied by the then
outstanding number of Shares.
4.12.2
The annual accounts shall be adopted by the Shareholders’ Body. The Company shall
maintain a dividend reserve in respect of the Preferred Shares for the exclusive benefit of the
holders of Preferred Shares (the ‘‘Preferred Reserve’’). Each holder of Preferred Shares is
entitled to a distribution of the Preferred Reserve.
4.12.3
For the purposes of each Test Period, the Promote Amount, if any, shall be added to the
Preferred Reserve out of the profits of the last financial year of the immediately preceding
Test Period. If, in the relevant financial year, no profit is made or the profits are insufficient to
allow for the addition of all or part of the Promote Amount to the Preferred Reserve, the
deficit shall be added to the Preferred Reserve at the expense of the profits earned in
following financial years in addition to any subsequent additions to the Preferred Reserve
required.
If, in respect to any Test Period, the Distributions have been insufficient to achieve an IRR of
12%, in calculating the Promote Amount in respect of the subsequent Test Period, the AASP
multiplied by the then outstanding number of Shares in respect of the subsequent Test Period
shall be reduced by an amount equal to the shortfall in the Distributions necessary to achieve
an IRR of 12% in the preceding Test Period. The same principle applies in any subsequent
Test Periods.
If the Corporate Management Agreement is terminated by the Company without cause in
accordance with its provisions, provided that the appointment of the Fund Manager has not
been terminated in accordance with the Fund Rules on grounds of fraud or wilful misconduct
prior to such termination of the Corporate Management Agreement, the Trigger Date shall
be the date of termination of such appointment.
In the event of a dissolution of the Company, the Trigger Date shall be the date of the
resolution of the Shareholders’ Body to dissolve the Company.
The allocation of the profits remaining after application of the above shall be determined by
the Shareholders’ Body, provided that no distributions shall be made on Preferred Shares and
that no additions shall be made to the Preferred Reserve other than as provided for in the
Articles.
Losses may not be set-off against the Preferred Reserve.
4.12.4
Distribution of profits shall be made after adoption of the annual accounts if permissible
under the law given the contents of the annual accounts.
4.12.5
The Management Board may resolve to make interim distributions and/or to make
distributions at the expense of any reserve of the Company other than the Preferred Reserve.
4.12.6
Unless the company body authorised to make distributions determines another date of
payment, distributions on shares shall be made payable immediately after they have been
declared.
4.12.7
A claim of a holder of shares for payment of a distribution shall be time barred after the
passage of five years.
4.13 Amendment of the Articles
4.13.1
The Shareholders’ Body may resolve to amend the Articles of Association. A resolution of the
Shareholders’ Body to amend Article 4 (to the extent that any such amendment may
negatively affect the position of any Preferred Shareholder), Article 30 or 31 or Article 4.2.1
(to the extent that the amendment is in relation to those amendments requiring approval of
the Preferred Shareholders) of the Articles shall be subject to approval of the Preferred
Shareholders. A resolution of the Shareholders’ Body to amend Article 18.14, 18.A.3 or
Article 42.1 (to the extent that the amendment is in relation to those amendments requiring
the consent of the Depository) can only be adopted with the consent of the Depository.
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4.13.2
When a proposal to amend the Articles of Association is to be made at a general meeting of
shareholders, the notice of such meeting must state so and a copy of the proposal shall be
deposited and kept available at the Company’s office, for inspection by, and must be made
available free of charge to, the holders of shares and the persons to whom the rights accrue
conferred by law upon holders of depository receipts issued with the cooperation of the
Company, until the conclusion of the meeting. An amendment of the Articles of Association
shall be laid down in a notarial deed.
4.14 Liquidation
4.14.1
The Shareholders’ Body may resolve to dissolve the Company. When a proposal to dissolve
the Company is to be made at a general meeting of shareholders, this must be stated in the
notice of such meeting.
4.14.2
If the Company is dissolved pursuant to a resolution of the Shareholders’ Body, the
Management Board members shall become liquidators of the dissolved Company’s property.
The Shareholders’ Body may decide to appoint other persons as liquidators. During
liquidation, the provisions of these Articles of Association shall remain in force to the extent
possible.
4.14.3
The balance remaining after payment of the debts of the dissolved Company shall be
distributed as follows: (i) to the extent not previously distributed in Ordinary Shares, the
remaining level of the Preferred Reserve in cash to the holders of Preferred Shares in
proportion to the aggregate nominal value of the Preferred Shares held by each; and (ii) to
the holders of the Ordinary Shares, in proportion to the aggregate nominal value of the
Ordinary Shares held by each.
If the Ordinary Shares are no longer admitted to trading on AIM or any other recognised
stock exchange, the balance remaining after payment of the debts of the dissolved Company
shall be distributed as follows: (i) to the holders of Preferred Shares an amount equal to the
nominal value of their Preferred Shares; and (ii) to the holders of Ordinary Shares, in
proportion to the aggregate nominal value of the Ordinary Shares held by each.
4.15 Mandatory Takeover Bids
The Articles of Association incorporate the mandatory offer provisions contained in Rule 9 of the City
Code, subject to the following exceptions:
(a) (Acceptance of takeover offer) An acquisition that results from acceptance of an offer
under a takeover bid that is made in accordance with the general principles set forth in
paragraphs (a), (b), (e) and (f) of article 3 of Directive 2004/25/EC of the European
Parliament and of the Council of 21 April 2004 on Takeover Bids.
(b) (Approval by resolution of the Company) An acquisition approved previously by a simple
resolution passed at a general meeting of the Company if no votes are cast in favour of
the resolution by:
(i) the person proposing to make the acquisition and any persons acting in concert
with him; or
(ii) the persons (if any) from whom the acquisition is to be made and any persons
acting in concert with them.
(c) (Rights issues) An acquisition that results from an issue of shares that satisfies all of the
following conditions:
(i) the Company offers to issue shares;
(ii) offers are made to every person who holds shares to issue them with the percentage
of shares to be issued that is the same as the percentage of shares that they hold
before the issue;
(iii) all of those persons have a reasonable opportunity to accept the offers made
to them;
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(iv) agreements to issue are not entered into until a specified time for acceptances of
offers has closed; and
(v) the terms of all the offers are the same.
This exemption extends to an acquisition by a person as underwriter to the issue or sub
underwriter.
(d) (Underwriting of fundraising) An acquisition that results from an issue of shares if the
issue is to a person as underwriter to the issue or sub underwriter.
(e) (Wills etc) An acquisition through a will or through operation of law.
(f) (Legal merger) An acquisition that results from a legal merger under Sections 2.308 to
2.334 of the Dutch Civil Code.
(g) (Buy-back) An acquisition that results from a buy-back authorised by Sections 2:89a,
2:95, 2:98, 2:98a, 2:98b, 2:98c and 2:98d of the Dutch Civil Code and these Articles.
(h) (Depository) An acquisition by the Depository.
4.15.4
To the extent that any provision referred to above intends to impose obligations on persons
other than persons who are members or part of a corporate body, such provision will be
enforceable to the extent that such provision has been made applicable in the terms and
conditions that govern the relations between such parties or persons and the Company.
4.16 Selling Restrictions
4.16.1
The Articles of Association contain restrictions on the transfer of shares to Non-Qualifying
Shareholders (as defined below).
A Non-Qualifying Shareholder is any person resident in Italy or any legal entity whose
registered office is in Italy (a ‘‘Non-Qualifying Shareholder’’), with the exception of the
following entities:
(a) investment companies, banks, stockbrokers, asset management companies (Società di
Gestione del Risparmio), variable capital investment companies (Società di Investimento
a Capitale Variabile), pension funds, insurance companies, bank group financial
companies, holding companies and entities registered in the lists referred to in Articles
106, 107 and 113 of Italian Legislative Decree no. 385 of 1 September 1993, as
subsequently amended (Consolidated Banking Act);
(b) non-Italian persons authorised to carry out, by virtue of regulations in force in their
countries of origin, the activities carried out by the persons described in (a) above;
(c) Italian banking institutions/foundations (fondazioni bancarie); and
(d) legal persons and other entities possessing specific competence and experience in
transactions involving financial instruments expressly declared in writing by the natural
person or the legal representative of the legal person or entity.
The Management Board has the power to adopt a binding resolution in order to determine
whether such a person is to be regarded a ‘‘resident’’ in Italy if and when any discussion may
arise as to such qualification.
4.16.2
In addition to the transfer restriction summarized above, the Articles contain compulsory
transfer provisions (‘‘Compulsory Transfer Provisions’’) in relation to Non-Qualifying
Shareholders. If any share, or any interest representing an Ordinary Share (including, inter
alia, a Depository Interest) is acquired or held by or on behalf of a Non-Qualifying
Shareholder (or person who would be a Non-Qualifying Shareholder if such person were to
hold Ordinary Shares directly), such shareholder is required to notify the Management Board
of such acquisition and the nature of such person’s interest in the shares no later than five
days after such acquisition. Notification to the Management Board constitutes an irrevocable
request (a ‘‘Transfer Request’’) to the Management Board to designate a person to whom the
shareholder can sell and transfer his shares (a ‘‘Transferee’’).
4.16.3
Following service of a Transfer Request and designation by the Management Board of a
Transferee, the Non-Qualifying Shareholder is obliged to transfer its shares to such Transferee
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in consideration of payment of a provisional purchase price (the ‘‘Provisional Purchase
Price’’), namely the average market price of Ordinary Shares as quoted on AIM on the day of
transfer of the same. If the Non-Qualifying Shareholder fails to effect such transfer, the
Management Board is entitled to effect the transfer in the name of such Non-Qualifying
Shareholder.
4.16.4
The Provisional Purchase Price is paid to the Company for the benefit of the relevant NonQualifying Shareholder until such time as such shareholder provides the Company with
details of a bank account to which the Provisional Purchase Price can be transferred. Such
payment is without interest and after deduction of any expenses incurred by the Management
Board in connection with the transfer of the shares.
4.16.5
If shares are disposed of by the Company pursuant to the Compulsory Transfer Provisions, the
relevant Non-Qualifying Shareholder is entitled to have an independent expert (appointed
jointly by the Company and the relevant shareholder) to determine a final purchase price in
respect of the transfer (the ‘‘Final Purchase Price’’). In making his determination, the
independent expert must have regard to the market price as quoted on AIM on the day of
disposal of the shares. The costs of such determination are paid by the shareholder. Any
difference between the Provisional Purchase Price and the Final Purchase Price shall be
settled between the relevant shareholder and Transferee in cash no later than three months
after the date of determination of the Final Purchase Price by the independent expert.
4.16.6
The Articles contain specific provisions relating to the applicability of the Compulsory
Transfer Provisions to the Depository. If the Depository does not respond to a request by the
Management Board in order to determine whether the Depository holds shares on behalf of a
person who would be a Non-Qualifying Shareholder if that person held a direct interest in
shares or it otherwise appears to the Management Board that the Depository is holding shares
on behalf of such a person, the Management Board may effect the Compulsory Transfer
Provisions in respect of the relevant shares held by the Depository.
4.16.7
If the Depository is obliged, under the Articles, to transfer Ordinary Shares or such Ordinary
Shares are compulsorily transferred by the Company, under the Articles, because the holder
of the relevant Depository Interests (or any person holding an interest in such Depository
Interests) is a Non-Qualifying Shareholder (or would be if he or she held Ordinary Shares
directly) the Depository is not obliged to pass on to, or exercise on behalf of, the relevant
holder any rights the Depository may have under the Articles to request the Company to have
one or more independent experts appointed by the Company to review the purchase price of
the transfer and the holder is deemed to have accepted such purchase price as the Final
Purchase Price. In such event, the Depository’s sole obligation is to deliver the net proceeds of
any such transfer to the Depository Interest holder, after deducting any sums then due to the
Depository, together with any other cash then held by it under the Deed Poll. For further
details of the Deed Poll and the compulsory transfer provisions contained therein, see
paragraph 12.2 of this Part VIII.
4.16.8
The Board is entitled to require the holders of Ordinary Shares to provide such information
as the Board may reasonably require in order to determine whether the holder of the share is
a Non-Qualifying Shareholder.
4.16.9
The voting rights attached to shares held by a Non-Qualifying Shareholder are suspended and
such shareholder has no right to attend any general meetings of the Company.
4.17 ERISA Restrictions
A purchase by, or sale or transfer of a Share to, a Shareholder cannot be made unless such purchase,
sale or transfer will not result in the assets of the Company constituting ‘‘plan assets’’ within the
meaning of the US Employee Retirement Income Security Act 1974, as amended (‘‘ERISA’’), that are
subject to Title I of ERISA or Section 4975 of the US Internal Revenue Code 986, as amended (the
‘‘Internal Revenue Code’’). Each purchaser or transferee of a Share will be required to represent and
warrant or will be deemed to represent and warrant that it is not, and is not acting on behalf of, a
person who is a ‘‘plan’’ that is subject to Title I of ERISA or Section 4975 of the Internal Revenue
Code or an entity whose underlying assets include ‘‘plan assets’’ as defined in Section 3(42) of ERISA
or 29 C.F.R. 2510.3-101, and that this representation will remain true and correct at all times when the
Shares are held by a Shareholder. If a purchase, sale or transfer of an Ordinary Share results in a
violation of the above provisions, the transferee shall be deemed to be a Non-Qualifying Shareholder
and hence subject to the compulsory transfer provisions of the Articles.
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5.
INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS
5.1 Directors’ interests
No options over Ordinary Shares have been granted to any of the Directors.
5.2 Directors’ letters of appointment
The following are the particulars of the Directors’ letters of appointment with the Company:
5.2.1
On 25 September 2006, John Duggan entered into a letter of appointment with the Company
confirming his appointment as a Director and Chairman with effect from such date. This
appointment will continue for an initial period of 1 year, following which he will stand for
re-election by the shareholders of the Company at each subsequent annual general meeting of
the Company. The appointment is subject to the Articles of Association and the appointment
may only be terminated by the shareholders in a general meeting. In consideration of the
performance of his duties, Mr Duggan will receive an annual remuneration of A120,000 paid in
equal monthly installments in arrears, subject to an annual review by the Board. In addition,
Mr Duggan is entitled to receive reimbursement for all reasonable and documented expenses
incurred in performing the duties of his office, including any reasonable expenses incurred for
any legal advice he may require. The Company will maintain a directors’ and officers’ insurance
policy for the term of Mr. Duggan’s appointment.
5.2.2
On 25 September 2006, Roy Dantzic entered into a letter of appointment with the Company
confirming his appointment as a Director. The terms of Mr Dantzic’s appointment are
substantially the same as those described in paragraph 5.2.1. However, Mr Dantzic will be
entitled to an annual fee of A60,000. He has also been appointed as Chairman of the audit
committee for which he will receive an annual fee of A5,000. His initial period of appointment
will be 1 year.
5.2.3
On 11 October 2006, Richard Mully entered into a letter of appointment with the Company
confirming his appointment, in his capacity as representative of Cypress Grove International
Management LLC, as a Director with effect from 25 September 2006. The terms of Mr Mully’s
appointment are substantially the same as those described in paragraph 5.2.1. However,
Cypress Grove International Management LLC will be entitled to an annual fee of A60,000
(payable to Cypress Grove International Management LLC) and Mr Mully’s initial period of
appointment will be 1 year.
5.2.4
On 25 September 2006, Olivier de Poulpiquet entered into a letter of appointment with the
Company confirming his appointment as a Director with effect from such date. The terms of
Mr Poulpiquet’s appointment are substantially the same as those described in paragraph 5.2.1.
However, Mr Poulpiquet will be entitled to an annual fee of A60,000 and his initial period of
5.2.5
On 25 September 2006, Gualtiero Tamburini entered into a letter of appointment with the
Company confirming his appointment as a Director with effect from such date. The terms of
Mr Tamburini’s appointment are substantially the same as those described in paragraph 5.2.1.
However, Mr Tamburini will be entitled to an annual fee of A60,000 and his initial period of
Each of the above appointments was approved by the shareholders of the Company on 25 September
2006.
5.3 Major shareholders
5.3.1
Save as set out below, the Company and the Directors are not aware of any person, who is as at
12 October 2006 (being the most recent practicable date before publication of this document)
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or who will, immediately following Admission, be interested, directly or indirectly, in 3% or
more of the issued share capital of the Company.
Interested Person
Before Admission
% Of Existing
Issued Share
Capital of
No. Of Ordinary
Relevant class
Shares In Which
of shares (Ordinary/
Interested
Preferred)
Ordinary Shares . . . . . .
Preferred Shares . . . . . .
Moabar B.V. . . . . . . . . . . . .
Bank Julius Baer & Co Ltd .
Artisan Partners LLC . . . . .
Wellington Management
Co., LLP . . . . . . . . . . . . .
Fidelity International Ltd. . .
KDA Capital Ltd. . . . . . . . .
Lansdowne Partners Ltd . . .
TIAA—CREF . . . . . . . . . .
Stark Investments . . . . . . . .
Moore Capital Management
Following Admission(20)
No. Of Ordinary
Shares In Which
Interested
% Of Enlarged
Issued Share
Capital
3,500,000
100
35%
100%
3,500,000
100
11.5%
100%
6,500,000
—
—
65%
—
—
3,017,520
2,500,000
2,000,000
9.9%
8.2%
6.6%
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,000,000
1,700,000
1,500,000
1,500,000
1,150,000
1,000,000
950,000
6.6%
5.6%
4.9%
4.9%
3.8%
3.3%
3.1%
5.3.2
The Company and the Directors are not aware of any person who directly or indirectly, jointly
or severally, exercises or could exercise control over the Company.
5.3.3
The Company and the Directors are not aware of any arrangements, the operation of which
may at a subsequent date result in a change in control of the Company.
5.3.4
Upon Admission the persons set out in 5.3.1 above will not have voting rights in respect of the
share capital of the Company which differ from those of any other shareholder.
5.4 Other interests
5.4.1
Over the five years preceding the date of this document, the Directors have been directors or
partners of the following companies and partnerships:
Director
John Duggan . . . . . . . . . . . . . . .
Current Directorships/Partnerships
Gazeley Ltd
Gazeley UK Ltd
Burwood House Group Ltd
Past Directorships/Partnerships
Asda Stores Ltd
Director
Roy Dantzic . . . . . . . . . . . . . . .
Airplanes Ltd
Development Securities plc
Interior Services Group plc
Architectural Heritage Fund
Blenheim Bishop Ltd
British Gas Properties Ltd
(20)
Assuming no exercise of the Over-allotment Option.
133
Director
Olivier de Poulpiquet . . . . . . . . .
Current Directorships
Pirelli & C. Real Estate S.p.A—Director
Spazio Industriale B.V.—Vice Chairman of Board of Directors
Credit Servicing S.p.A—Director
Lupicaia s.r.l.—Director
Induxia S.r.l.—Director
Lamaione S.r.l.—Director
Partecipazioni Real Estate S.p.A—Director
Tiglio I S.r.l.—Director
Tiglio II S.r.l.—Director
Turismo E Immobiliare S.p.a.—Director
Asset Management Npl Srl—Chairman of the Board of Directors
Dolcetto Quattro S.r.l.—Director
Polish Investments Real Estate Holding B.V.
Aida S.r.l.
Bernini Immoiliare S.r.l.
Erice S.r.l. I.S. S.r.l.
Immobiliare san Babila S.r.l.
Nabucco S.r.l.
Nyrm Immobiliare S.r.l.
Pirelli & C. Real Estate Credit Servicing S.p.a.
Prime Properties S.r.l.
Proprieta’ Immobiliari S.r.l.
Robino Holding Amsterdam B.V.
Iniziativa Immobiliare Due S.r.l.
M.S.M.C. immobiliare 4 S.r.l.
M.S.M.C. Immobiliare Due S.r.l.
M.S.M.C. Immobiliare S.r.l.
Masseto 2 B.v.
Mirandia-Trading E Consultoria Lda
MSMC Italy Sub-Holding BV
Tronador-Consultoria Economica Lda
134
Director
Richard Mully . . . . . . . . . . . . . .
Grove International (UK) (LLP)
Apellas Holdings B.V.
MED Group Leisure Investments B.V.
Karta Realty Limited
Spazio Industriale B.V.
Oliver’s Wharf (Management) Limited
Hansteen Holdings PLC
Dolce International Limited
Ixis Capital Partners Limited
Douglasshire International Holdings B.V.
Hellenic Land Holdings B.V.
SB Capital Europe B.V.
Stichting Administratiekantoor Douglasshire International Holding
Polish Investments Real Estate Holding B.V.
Safestore PLC
Mapeley Limited
First Serviced Office Real Estate Holdings B.V.
Newswanlake B.V.
Ishin Hospitality Group B.V.
Ishin Hospitality Group II B.V.
I Fanco Consulting B.V.
Europlex B.V.
First Serviced Offices Limited.
Spazio Industriale II B.V.
Director
Gualtiero Tamburini . . . . . . . . . .
Nomisma S.p.A.
Assoimmobiliare
Savills SGR
Retia SGR
IPI S.p.A.
Coop Emilia Veneto
FIMIT SGR
5.4.2
None of the Directors has:
(a) any unspent convictions in relation to indictable offences;
(b) at any time been adjudged bankrupt or been the subject of any form of individual voluntary
arrangement;
(c) been a director of a company at the time of, or within the 12 months preceding the date of,
its receivership, compulsory liquidation, creditors’ voluntary liquidation, administration,
company voluntary arrangement or composition or arrangement with its creditors generally
or any class of creditors;
(d) been a partner in a partnership at the time of, or within the 12 months preceding the date of,
its compulsory liquidation, administration or partnership voluntary arrangement;
(e) owned any asset that has been placed in receivership or been a partner of any partnership at
the time at which, or within the 12 months preceding the date on which, any asset of that
partnership has been placed in receivership;
(f) been subject to any public criticism by any statutory or regulatory authority (including a
recognised professional body); or
(g) been disqualified by a court from acting as a director of a company or from acting in the
management or conduct of the affairs of any company.
135
5.4.3
Alberto Giovannini, an independent director of the Fund Manager, has been named as a
defendant in proceedings before the Criminal Court of Rome in relation to the placement and
subsequent default of Cirio Group Bonds made by the Banca di Roma when he was deputy
general manager of the finance department of Banca di Roma.
5.5 Related party transactions
Pirelli RE Netherlands B.V., one of the Company’s two significant shareholders prior to Admission, is a
member of Pirelli RE Group, and the Company and the Fund rely on several members of Pirelli RE Group
to provide them with key services, among them:
• Pirelli RE Netherlands B.V. provides the Company with administrative, budgeting, corporate, legal,
secretarial and investor relations services, pursuant to the Corporate Management Agreement;
• the Fund Manager manages the Fund pursuant to the Fund Rules; and
• the Service Providers provide property management, project management and agency services to
the Fund pursuant to agreements entered into among the Service Providers and the Fund Manager
on behalf of the Fund.
The Corporate Management Agreement, the Fund Rules and the agreements with the Service Providers
were all negotiated between related parties, and the terms, including fees payable, may not be as
favourable to the Company and the Fund as if they had been negotiated with unaffiliated third parties. See
the risk factor ‘‘The Fund and the Company have entered into a number of related party transactions with
affiliates of the Company’s significant indirect shareholders and may do so in the future, possibly on terms that
other shareholders may not consider to be in the best interests’’ in Part I of this document. See also Part III
paragraph 7 ‘‘Fee Summary’’ for a description of the Corporate Management Agreement and the Fund
Rules, as well as Part III paragraph 6 for a description of the agreements with the Service Providers.
The Fund has entered into an agreement to acquire the Additional Portfolio from affiliates of Pirelli RE
Group shortly after Admission. As this agreement was negotiated between affiliated parties the terms of
which, including the purchase price for the assets, may not be as favourable to the Company and the Fund
as if these agreements had been negotiated with unaffiliated third parties. See the risk factor ‘‘The Fund
and the Company have entered into a number of related party transactions with affiliates of the Company’s
significant indirect shareholders and may do so in the future, possibly on terms that other Shareholders may not
consider to be in their best interests’’ in Part I of this document. See also paragraph 6—‘‘Material Contracts’’
in this Part VIII for a description of the Contribution Agreement governing the acquisition of the
Additional Portfolio.
Telecom Italia, the Fund’s largest tenant, has contributed assets to the Fund through its affiliate OMS and
has entered into an agreement to have OMS contribute further assets to the Fund by the end of 2006.
Pirelli RE Group has common ownership interests and directorships with Telecom Italia, and therefore the
terms, including the amount of compensation, may not be as favourable to the Company and the Fund as if
these agreements had been negotiated with an unaffiliated third party. See the risk factor ‘‘There are
potential conflicts of interest between Pirelli RE and its affiliates and the Fund and the Company resulting from
common ownership interests and directorships with Telecom Italia, the Fund’s largest tenant’’ in Part I of this
document. See also paragraph 2—‘‘Initial Portfolio’’ in Part IV for more information regarding the
Telecom Italia transactions.
Moreover, the Fund Manager may from time to time acquire properties on behalf of the Fund from other
members or affiliates of Pirelli RE Group. Such acquisitions will require the approval of the Company
through its members on the Fund Advisory Committee, as the Fund Advisory Committee must approve
any transaction in which the Fund Manager has an actual or potential conflict of interest (either directly or
through an affiliate). The Fund Advisory Committee must also approve the annual business plan of the
Fund and any material amendments thereto and any decision concerning the entry into, revocation, change
or renewal of each property management, project management and agency services agreement entered
into in respect of the assets of the Fund.
6.
MATERIAL CONTRACTS
The following contracts, not being contracts entered into in the ordinary course of business, are contracts
that (i) are or may be material and have been entered into by the Company or the Fund within the two
years immediately preceding the date of this document; or (ii) have been entered into by the Company or
the Fund at any time before the date of this document where those contracts contain provisions under
which the Company or the Fund has an obligation or entitlement which is or may be material to the
Company or the Fund as at the date of this document:
6.1 The Underwriting Agreement
A detailed description of the Underwriting Agreement is set out in paragraph 7 of this Part VIII.
136
6.2 The NOMAD Agreement
The Nominated Adviser Agreement dated 13 October 2006 between the Company, the Directors and
Credit Suisse sets out the terms on which Credit Suisse has agreed, conditional on Admission, to act as
the Company’s nominated adviser as required by the AIM Rules and as joint broker. In its capacity as
nominated adviser, Credit Suisse has agreed to provide such advice and guidance to the Directors as
to their responsibility and obligations to ensure compliance by the Company on an ongoing basis with
the AIM Rules and as the Directors may reasonably request from time to time. The agreement is
terminable by either party on one month’s written notice. Under the agreement, the Company gives a
customary indemnity to Credit Suisse and Credit Suisse will be entitled to an annual fee of A80,000 in
the first year following Admission and A100,000 in the second year following Admission.
6.3 The Broker Agreement with Deutsche Bank
The Broker Agreement dated 13 October 2006 between the Company and Deutsche Bank sets out the
terms on which Deutsche Bank has agreed, subject to Admission, to act as joint broker to the
Company as required by the AIM Rules. The agreement is terminable by either party on one month’s
notice. Under the Broker Agreement, the Company gives a customary indemnity to Deutsche Bank.
6.4 Engagement Letter with Brunswick
An engagement letter dated 30 May 2006 from Brunswick Group LLP (‘‘Brunswick’’) to the Company
outlining Brunswick’s scope of engagement to provide strategic communications advice and media
relations services in support of the Admission in consideration of a fee of A90,000 payable on
Admission and a discretionary success fee of A30,000.
6.5 New Medium Term Facilities
(1) Income Producing Facility Agreement
Each facility will have interest periods of 1 or 3 months, as selected by the Fund.
The final maturity date of the term facility and the VAT facility will be the date which falls on the
seventh anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary
(the ‘‘final maturity date’’). The advances under the revolving facility will be repaid on the expiry of
the 12 month period starting from the date of such advance under each loan and in any event no later
than the final maturity date.
The agreement contains representations and warranties as are customary for this type of agreement,
such as status, power and authority, no default, authorisations, financial statements, title, and tax. As
regards environmental matters (except in respect of Pasini office building), representations and
covenants on compliance with laws, permits, unbudgeted expenditures, pollution or asbestos are
subject to a threshold. Such threshold is triggered, amongst other things, if (i) the event covered by the
representation or covenant were to produce an adverse effect on the value of the Portfolio so that the
open market value of the portfolio would be reduced by 4% or more (taking into account insurance
proceeds and indemnities received or to be received by the borrowers from insurance companies or
OMS or the Sellers and subject to mandatory prepayment provisions on indemnities); or (ii) a liability
in excess of A4,000,000 is incurred to any third party as a consequence of any environmental
contamination. In addition, representations and covenants on environmental matters relating to the
Telecom Portfolio are subject to additional conditions, including that any environmental liability is not
indemnified by the seller of that portfolio and/or OMS—or there is no evidence satisfactory to the
Lenders that it will be indemnified within 90 days.
Covenants include financial covenants requiring that the Fund maintains a specified loan to value
ratio, prospective loan to value ratio and interest service cover ratios. Breach of these covenants on a
test date will lead to an automatic cash sweep of funds into a reserve account. If more than one breach
occurs in a year or if the relevant ratio is seriously breached, an event of default is triggered. General
covenants include, inter alia, covenants restricting the ability of the Fund to create or permit to exist
any encumbrances over the portfolio financed through this facility, dispose of any of its assets, incur
further indebtedness other than in accordance with the terms and conditions of the loan agreement,
change its business, merge or consolidate with or into any other entity, make any loan in favour of
third parties, repay any units and distribute any funds.
Mandatory prepayment is triggered by, inter alia, change of control or replacement of the Fund
Manager (except for replacement for cause or by another fund manager controlled by Pirelli RE),
137
disposal of any property covered by the facility or change in income or net tax regime to which the
Fund is subject, where such change affects the ability of the Fund to meet its obligations towards the
lenders. In addition, mandatory prepayment is triggered for indemnities received, inter alia, by OMS
or the Sellers up to an amount equal to 60%, unless, if so authorised by the Facility Agent (as defined
therein), such proceeds are utilised to cure the affected property within 60 days from receipt of the
indemnity.
The agreement contains conditions precedent customary for this type of agreement, including absence
of a default, accuracy of the representations at Admission, and documentary conditions precedent.
The draw down of the term facilities is subject to the following conditions: (i) confirmation that the
Shares of the Company have been admitted to trading on AIM; (ii) the absence of major default
(i.e. an event of default in relation to: effectiveness of the transaction documents and the Fund
documents, early liquidation of the Fund, insolvency or major creditor process), and (iii) evidence that
sufficient amounts will be available to the Fund, taking into account the proceeds of the Offer made
available to it, to purchase the Additional Portfolio and to refinance and pay down the indebtedness
incurred by the Fund, in connection with the transfer of the Initial Portfolio.
(2) Edificio 16 Facility Agreement
seventh anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary.
The loan agreement contains financial covenants requiring the Fund to maintain a specified loan to
value ratio and interest service coverage ratio. Breach of interest service coverage ratios on a test date
will lead to an automatic cash sweep of funds into a reserve account. If more than one breach occurs
in a year, or if the relevant ratio is materially breached an event of default is triggered. The
agreement, inter alia, also contains general covenants restricting the ability of the Fund to: (i) create or
permit to exist any encumbrances over the properties financed through this facility; (ii) dispose of any
of its assets; (iii) incur further financial indebtedness other than in accordance with the terms and
conditions of the loan agreement; (iv) change its business; (v) merge or consolidate with or into any
other entity; (vi) make any loan in favour of third parties; and (vii) repay units and distribute funds.
The agreement also provides for mandatory prepayment in the event of, inter alia, change of control
or replacement of the Fund Manager (except for replacement for cause or by another fund manager
controlled by Pirelli RE), disposal of any property covered by the facility or change in income or net
tax regime to which the Fund is subject, only if such change affects the ability of the Fund to meet its
The first draw down is subject to the following conditions: (i) confirmation that the Shares of the
Company have been admitted to trading on AIM; (ii) the absence of major default (i.e. an event of
default in relation to: effectiveness of the transaction documents and the Fund documents, early
liquidation of the Fund, insolvency or major creditor process), and (iii) evidence that sufficient
amounts will be available to the Fund, taking into account the proceeds of the Offer made available to
it, to purchase the Edificio 16 building.
(3) Eastgate Park Facilities Agreement
seventh anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary.
The loan agreement will contain financial covenants requiring that the Fund maintains a specified
loan to value ratio and interest service cover ratios. Breach of these covenants on a test date will lead
to an automatic cash sweep of funds into a reserve account. If more than one breach occurs in a year
or if the relevant ratio is seriously breached, this will trigger an event of default. General covenants
include covenants that restrict the ability of the Fund to (i) create or permit to subsist any
encumbrances over the properties financed through these facilities; (ii) dispose of any its assets and
incur further indebtedness other than in accordance with the terms or conditions of the loan
138
agreement; (iii) change its business, merge or consolidate with or into any other entity; (iv) make any
loan in favour of third parties; and (v) repay Units and distribute funds.
The agreement also provides for a mandatory prepayment clause in the event of, inter alia, change of
control or replacement of the Fund Manager (except for replacement for cause or by another Fund
Manager controlled by Pirelli RE), disposal of any property covered by the facility or change in
income or net tax regime to which the Fund is subject, only if such change affects the ability of the
Fund to meet its obligations towards the lenders.
The agreement contains usual representations and warranties including, status, powers and authority,
no default, financial statements, title, reports and information, property-related matters, tax,
management agreements, environmental and planning.
The first draw down is subject to the following conditions: (i) confirmation that the shares of the
Company have been admitted to trading on AIM; (ii) the absence of major default (i.e. an event of
default in relation to: effectiveness of the transaction documents and the Fund documents, early
liquidation of the Fund, insolvency or major creditor process), and (iii) evidence that sufficient
amounts will be available to the Fund, taking into account the proceeds of the Offer made available to
it, to pay down the indebtedness incurred by the Fund in connection with the acquisition of the
Eastgate Park Portfolio.
6.6 Transfer Agreement for the Additional Portfolio
Spazio Industriale 1 S.r.l., Spazio Industriale 2 S.r.l. and Spazio Industriale 3 S.r.l. (the ‘‘Sellers’’), on
the one hand and the Fund Manager, on behalf of the Fund, on the other hand, entered into a
preliminary sale and purchase agreement on 12 October 2006 for the transfer of the Additional
Portfolio (the ‘‘Acquisition Agreement’’). Pursuant to the Acquisition Agreement the Sellers will sell
the properties comprising the Additional Portfolio to the Fund for a total consideration of
A205,220,000 plus VAT, which the Fund Manager will pay as follows:
(i) A14,640,000 to Spazio Industriale 1 S.r.l. for the purchase of Edificio 16;
(ii) A99,000,000 to Spazio Industriale 2 S.r.l. for the purchase of the Enel Portfolio; and
(iii) A91,580,000 to Spazio Industriale 3 S.r.l. for the purchase of the Prada Portfolio.
The execution of the definitive sale and purchase agreements, one for each of the Sellers, will be
subject to Admission.
The representations and warranties of the Sellers cover, inter alia, title of properties, insurance, taxes,
and compliance with the relevant pollution, environmental, health and safety laws and regulations, as
well as the relevant authorizations and licenses. The representations and warranties do not cover
certain exceptions disclosed in the agreement related to some of the properties. The representations
and warranties relating to Edificio 16 take into account that the building is currently under renovation
and development works.
With the exception of warranties on title and on absence of liens or other charges, the indemnification
of the Fund or the Fund Manager shall be limited as follows:
(i) as to the matters other than environmental, the indemnification will be subject to a de minimis of
0.5% of the sale price of the properties to be sold by the relevant Seller; and
(ii) as to the environmental matters, the indemnification will be subject to a de minimis of A50,000 for
each event in breach of the relevant representations and warranties.
The overall liability of each Seller will be further limited as follows:
(i) as to the matters other than environmental, the indemnification will be subject to a cap of 6% of
the purchase price of the properties paid to the relevant Seller; and
(ii) as to the environmental matters, the indemnification will be subject to a cap of 9% of the
purchase price of the properties paid to the relevant Seller.
The duration of indemnification obligations is 18 months except for (i) environmental matters, for
which the duration is 24 months and (ii) title, absence of liens or other charges, tax and employment
139
matters, for which the applicable statutes of limitation will apply. The agreement includes a specific
indemnity in respect of title issues relating to certain properties in the Enel portfolio as described in
the risk factor relating to property valuation in Part I.
Spazio Industriale 2 S.r.l. has undertaken to remedy at its own cost the environmental deficiencies
related to some of the properties described in the Acquisition Agreement before 31 December 2008.
In connection with the transfer of the Additional Portfolio, the Company will purchase from Spazio
Industriale 1 S.r.l. the trademark ‘‘spazioindustriale’’ for a price of Euro 30,000.00 (plus VAT).
Simultaneously with the acquisition, the Company will grant the Fund Manager a twenty year, royalty
free, exclusive licence to use the trademark exclusively in connection with the management of the
Fund. The license will be limited to the territory of the European Union and to any other country in
which the Fund may acquire real estate assets. The Fund Manager may assign the licence to any fund
management company that may replace it in the management of the Fund.
6.7 Corporate Management Agreement
A detailed description of the Corporate Management Agreement is set out in paragraph 3 of Part III.
6.8 Subscription Agreement
(a) The Company, acting pursuant to a resolution passed at a general meeting of Shareholders of the
Company, granted the right to subscribe for Ordinary Shares in the Company to Pirelli RE
Netherlands B.V. every three years provided that certain financial thresholds are met (the
‘‘Subscription Rights’’). The Subscription Agreement was entered into between the Company and
Pirelli RE Netherlands B.V. on 12 October 2006 in connection with the incentive arrangements for the
benefit of Pirelli RE Netherlands B.V. Pursuant to the incentive arrangements, the Company has
agreed to issue to Pirelli RE Netherlands B.V. certain Preferred Shares that carry the right to a special
dividend and the right to subscribe for Ordinary Shares in the Company every three years provided
that certain financial thresholds are met. In order to give effect to the incentive arrangements and
issue of the Ordinary Shares pursuant to such arrangements, the Company has granted Pirelli RE
Netherlands B.V. as holder of Preferred Shares the Subscription Rights, which entitle Pirelli RE
Netherlands B.V. to subscribe for such number of Ordinary Shares as calculated in accordance with
the financial thresholds and other provisions contained in the Articles of Association upon the
exercise of the Subscription Rights. The Subscription Agreement provides that the subscription price
of the Ordinary Shares is satisfied at the expense of the dividend reserve in respect of the Preferred
Shares or, to the extent the Company has not gained sufficient profits in the relevant financial year
used in the calculation of the Preferred Shares, at the option of Pirelli RE Netherlands B.V., by the
making of a cash payment by Pirelli RE Netherlands B.V.
(b) The Subscription Rights may be exercised by Pirelli RE Netherlands B.V. if and when the
relevant financial thresholds contained in the Articles of Association are met. Ordinary Shares
subscribed for by Pirelli RE Netherlands B.V. pursuant to the Subscription Agreement are locked-up
for a certain period as described in paragraph 7 of Part V of this document.
(c) To the extent that Pirelli does not exercise its Subscription Rights, such Subscription Rights shall
accrue in arrears and may be exercised at any time after such Subscription Rights become exercisable.
(d) Subject to the following provisions, the Subscription Rights are granted for an indefinite period
of time. The Company does not have a right to terminate the agreement, but the subscription right
terminates upon the cancellation or repurchase of the Preferred Shares, or the conversion of
Preferred Shares in accordance with the Articles of Association of the Company.
If the Corporate Management Agreement is terminated by the Company without cause in accordance
with its provisions, the Trigger Date for calculation of the Promote shall be the date of termination of
such appointment and the Preferred Shares shall be repurchased by the Company at par value
immediately after the issue of Ordinary Shares in respect of the final Management Period provided,
however, that if prior to such termination the appointment of the Fund Manager is terminated in
accordance with the Fund Rules on grounds of fraud or wilful misconduct, the Corporate Manager
will lose its entitlement to the Promote in respect of the then current Measurement Period and
Pirelli RE Netherlands B.V. shall have no further entitlement in respect of the Promote.
If the Corporate Management Agreement is terminated by the Company on grounds of fraud or wilful
misconduct of the Corporate Manager, the Company shall have the right to repurchase the Preferred
140
Shares at par value and, following exercise of such right, the Corporate Manager will lose its
entitlement to the Promote in respect of the then current Measurement Period and shall have no
further entitlement in respect of the Promote.
If the Corporate Management Agreement is terminated by the Corporate Manager, the Preferred
Shares shall be repurchased by the Company at par value and Pirelli RE Netherlands B.V. will lose its
entitlement to the Promote in respect of the then current Measurement Period and have no further
entitlement in respect of the Promote.
If at any time the Promote Lock-Up Conditions cease to apply (i.e. members of the Pirelli RE Group
no longer act as Fund Manager and as Corporate Manager), the Preferred Shares shall be
repurchased by the Company at par value and Pirelli RE Netherlands B.V. will lose its entitlement to
the Promote in respect of the then current Measurement Period and shall have no further entitlement
in respect of the Promote.
6.9 Services Agreements
The Property Management Services Agreement between Pirelli & C. Real Estate Property
Management S.p.A. and the Fund Manager on behalf of the Fund, the Project Management Services
Agreement between Pirelli & C. Real Estate Project Management S.p.A. and the Fund Manager on
behalf of the Fund and the Agency Services Agreement between Pirelli & C. Real Estate Agency
S.p.A. and the Fund Manager on behalf of the Fund are each summarised in paragraph 6 of Part III.
6.10 Deed of Undertaking
The Deed of Undertaking between Pirelli RE and the Company in regard to investment opportunities
in the light industrial and logistics sectors of the real estate market in Italy is described in
paragraph 4.2 of Part III.
6.11 Telecom Italia Framework Agreement
Under the Telecom Italia Framework Agreement OMS agreed to contribute part of its properties to
the Fund. The transfers were originally intended to be executed in three tranches, the last one to take
place by 30 June 2006. The first three tranches of real estate assets (246, 120 and 54 assets
respectively), together with the financial debts relating to the transferred assets, were transferred on
29 December 2005, 30 March 2006 and 26 June 2006 respectively.
Upon contribution of each tranche, OMS received newly issued units of the Fund that were
subsequently sold to the Unitholders, in proportion to their participation in the Fund. As
consideration for sale of the fourth tranche, OMS will be paid, depending on the number of properties
effectively transferred to the Fund, up to A13.1m by the Company.
The agreement contains customary representations and warranties of the seller.
OMS has agreed to indemnify the Fund for any breach of the representations and warranties, subject
to certain limitations. As to the environmental matters, OMS’ liability is limited to 13% of the gross
value of the transferred properties; as to other matters, OMS’ liability is limited to 7% of the gross
value of the transferred properties. The duration of the indemnity on environmental matters is
48 months from the transfer of each property. For all other matters, the duration of the indemnity is
limited to 24 months from the transfer of each property.
Telecom Italia also guarantees the obligations of OMS under the Telecom Italia Framework
Agreement up to (i) 13% of the gross value of all properties transferred, with a duration of 49 months
from the date of transfer, as to the environmental, tax and title matters; and (ii) 7% of the gross value
of all properties transferred, with a duration of 25 months from the date of transfer, as to the other
matters.
The lease agreements relating to the Telecom Italia portfolio have common provisions. The premises
are typically used for industrial purposes and the lessee may not change the use of the property
without the consent of the lessor. Lease agreements’ starting dates range from 1 December 2005 to
1 March 2006, with a duration of 6 or 9 years and automatic renewal at the end of the first 6 or 9 year
terms, unless terminated by the lessee with 12 months’ written notice prior to the termination of the
first lease period.
141
7.
UNDERWRITING AGREEMENT
On 13 October 2006, the Company, the Selling Shareholders and Pirelli RE entered into the
Underwriting Agreement with the Underwriters under which:
(a) the Company has agreed to issue 20,480,000 Ordinary Shares in the Offer at the Offer Price and
Moabar B.V. has agreed to sell 3,482,480 Ordinary Shares in the Offer at the Offer Price;
(b) the Underwriters have agreed, subject to certain conditions (as summarised below) to procure on
an equal basis subscribers and purchasers for (or, failing which, to subscribe and purchase
themselves) the Ordinary Shares to be issued or sold pursuant to the Offer and any Ordinary
Shares in respect of which the Over-allotment Option described in paragraph 5 of Part V above is
exercised;
(c) the Underwriters will deduct from the proceeds of the Offer certain fees and expenses to be
borne by the Company and the Selling Shareholders, including fees payable to the Underwriters
of 2.5% of the gross proceeds of the Offer;
(d) the obligations of the Underwriters to procure subscribers or purchasers for the Ordinary Shares
or, failing which, to subscribe or purchase and pay for the Ordinary Shares themselves are subject
to certain conditions including:
(i) Admission having taken place by 8.00 am on 18 October 2006 (or such later date as the
Underwriters may agree with the Company and the Selling Shareholders);
(ii) the delivery to the Underwriters of certain documents on or before admission as will be
prescribed in the Underwriting Agreement;
(iii) the absence of any breach of warranty or other term contained in the Underwriting
Agreement;
(e) in addition, the Underwriters have the right to terminate the Underwriting Agreement prior to
Admission, in certain circumstances including the occurrence of certain changes in financial,
political or economic conditions (as will be more fully set out in the Underwriting Agreement);
(f) subject to and conditional upon (i) the Offer Price being no less than A14, and (ii) Pirelli RE
Netherlands B.V.’s holding in the Company being diluted to not less than 10%, each of Pirelli RE
Netherlands B.V. and Moabar B.V. has granted Deutsche Bank (in its capacity as stabilising
manager) (on behalf of the Underwriters) an option to purchase or procure purchasers for up to
5% Ordinary Shares in aggregate for the purpose of covering over-allotments which may be made
in connection with the Offer and any short positions resulting from stabilisation transactions on
the date on which the Offer Price is announced or from time to time up to and including the 30th
day following the date of announcement of the Offer Price upon written notice from Deutsche
Bank, on behalf of the Underwriters;
(g) the Company and the Selling Shareholders have agreed to pay the costs, charges, fees and
expenses of the Offer (together with any related value added tax);
(h) the Company, Pirelli RE and the Selling Shareholders give certain customary warranties,
undertakings and indemnities to the Underwriters. The liability of the Company under the
Underwriting Agreement is unlimited in time and amount and the liability of Pirelli RE and the
Selling Shareholders is limited in both time and amount.
8.
TAXATION
8.1 Dutch Taxation
This is a general summary and the tax consequences as described here may not apply to a holder of
Ordinary Shares. Any potential Investor should consult his own tax adviser for more information about the
tax consequences of acquiring, owning and disposing of Ordinary Shares.
This taxation summary solely addresses the principal Dutch tax consequences of the acquisition, the
ownership and disposition of Ordinary Shares. It does not discuss every aspect of taxation that may be
relevant to a particular holder of Ordinary Shares under special circumstances or who is subject to special
treatment under applicable law. This summary assumes that the Company is organised, and that its
business will be conducted, in the manner outlined in this document. A change to such organisational
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structure or to the manner in which the Company conducts its business may invalidate the contents of this
summary, which will not be updated to reflect any such change. Where in this summary English terms and
expressions are used to refer to Dutch concepts, the meaning to be attributed to such terms and
expressions shall therefore be the meaning to be attributed to the equivalent Dutch concepts under Dutch
tax law.
This summary is based on the tax laws of The Netherlands as they are in force and in effect on the date of
this document. The laws upon which this summary is based are subject to change, possibly with retroactive
effect. A change to such laws may invalidate the contents of this summary, which will not be updated to
reflect any such changes.
8.1.1
A.
Taxes on income and capital gains
Resident holders of Ordinary Shares
General
The summary set out in this section ‘‘Taxes on income and capital gains—Resident holders of Ordinary
Shares’’ only applies to a holder of Ordinary Shares who is a ‘‘Dutch Individual’’ or a ‘‘Dutch Corporate
Entity.’’
For the purposes of this section you are a ‘‘Dutch Individual’’ if you satisfy the following tests:
a.
you are an individual;
b.
you are resident, or deemed to be resident, in The Netherlands for Dutch income tax purposes,
or you have elected to be treated as a resident of The Netherlands for Dutch income tax
purposes;
c.
your Ordinary Shares and any benefits derived or deemed to be derived therefrom have no
connection with your past, present or future employment, if any; and
d.
your Ordinary Shares do not form part of a substantial interest (aanmerkelijk belang) or a deemed
substantial interest in the Company within the meaning of Chapter 4 of the Dutch Income Tax
Act 2001 (Wet inkomstenbelasting 2001).
Generally, if a person holds an interest in the Company, such interest forms part of a substantial interest or
a deemed substantial interest in the Company if any one or more of the following circumstances is present.
1.
Such person alone or, if he is an individual, together with his partner (partner, as defined in Article 1.2
of the Dutch Income Tax Act 2001), if any, has, directly or indirectly, the ownership of shares in the
Company representing five per cent. or more of the Company’s total issued and outstanding capital
(or the issued and outstanding capital of any class of the Company’s shares), or rights to acquire,
directly or indirectly, shares, whether or not already issued, that represent five per cent. or more of the
Company’s total issued and outstanding capital (or the issued and outstanding capital of any class of
the Company’s shares), or the ownership of profit participating certificates (winstbewijzen) that relate
to five per cent. or more of the Company’s annual profit or to five per cent. or more of the Company’s
liquidation proceeds.
2.
Such person’s shares, profit participating certificates or rights to acquire shares or profit participating
certificates in the Company have been acquired by him or are deemed to have been acquired by him
under a non-recognition provision.
3.
Such person’s partner or any of his relatives by blood or by marriage in the direct line (including
foster-children) or of those of his partner has a substantial interest (as described under 1. and 2.
above) in the Company.
A person who is entitled to the benefits from shares or profit participating certificates (for instance a
holder of a right of usufruct) is deemed to be a holder of shares or profit participating certificates, as the
case may be, and his entitlement to benefits is considered a share or profit participating certificate, as the
case may be.
If you are an individual and a holder of Ordinary Shares and if you satisfy test b., but do not satisfy test c.
and/or test d., your Dutch income tax position is not discussed in this document. If you are an individual
and a holder of Ordinary Shares who does not satisfy test b., please refer to the section ‘‘Taxes on income
and capital gains—Non-resident holders of Ordinary Shares’’.
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For the purposes of this section you are a ‘‘Dutch Corporate Entity’’ if you satisfy the following tests:
(i) you are a corporate entity (including an association that is taxable as a corporate entity) that is
subject to Dutch corporation tax in respect of benefits derived from its Ordinary Shares;
(ii) you are resident, or deemed to be resident, in The Netherlands for Dutch corporation tax
purposes;
(iii) you are not an entity that, although in principle subject to Dutch corporation tax, is, in whole or
in part, specifically exempt from that tax; and
(iv) you are not an investment institution (beleggingsinstelling) as defined in the Dutch Corporation
Tax Act 1969 (Wet op de vennootschapsbelasting 1969).
If you are a corporate entity and a holder of Ordinary Shares and if you do not satisfy any one or more of
these tests, with the exception of test (ii), your Dutch corporation tax position is not discussed in this
document. If you are a corporate entity and a holder of Ordinary Shares that does not satisfy test (ii),
please refer to the section ‘‘Taxes on income and capital gains—Non-resident holders of Ordinary Shares’’.
Dutch Individuals deriving profits from an enterprise
If you are a Dutch Individual and if you derive or are deemed to derive any benefits from Ordinary Shares,
including any capital gains realised on the disposal thereof, that are attributable to an enterprise from
which you derive profits, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the
net value of an enterprise, other than as an entrepreneur or a shareholder, such benefits are generally
subject to Dutch income tax at progressive rates.
Dutch Individuals deriving benefits from miscellaneous activities
If you are a Dutch Individual and if you derive or are deemed to derive any benefits from Ordinary Shares,
including any gain realised on the disposal thereof, that constitute benefits from miscellaneous activities
(resultaat uit overige werkzaamheden), such benefits are generally subject to Dutch income tax at
progressive rates.
If you are a Dutch Individual you may, inter alia, derive benefits from Ordinary Shares that are taxable as
benefits from miscellaneous activities if your investment activities go beyond the activities of an active
portfolio investor, for instance in the case of the use of insider knowledge (voorkennis) or comparable
forms of special knowledge.
Other Dutch Individuals
If you are a Dutch Individual and your situation has not been discussed before in this section ‘‘Taxes on
income and capital gains—Resident holders of Ordinary Shares’’, benefits from your Ordinary Shares will
be taxed as a benefit from savings and investments (voordeel uit sparen en beleggen). Such benefit is deemed
to be 4 per cent. per annum of the average of your ‘‘yield basis’’ (rendementsgrondslag) at the beginning and
at the end of the year, insofar as that average exceeds the ‘‘exempt net asset amount’’ (heffingvrij
vermogen). The benefit is taxed at the rate of 30 per cent. The value of your Ordinary Shares forms part of
your yield basis. Actual benefits derived from your Ordinary Shares, including any capital gains realised on
the disposal thereof, are not as such subject to Dutch income tax.
Dutch Corporate Entities
If you are a Dutch Corporate Entity, any benefits derived or deemed to be derived by you from Ordinary
Shares, including any capital gains realised on the disposal thereof, are generally subject to Dutch
corporation tax.
B.
Non-resident holders of Ordinary Shares
The summary set out in this section ‘‘Taxes on income and capital gains—Non-resident holders of Ordinary
Shares’’ only applies to a holder of Ordinary Shares who is a Non-resident holder of Ordinary Shares.
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For the purposes of this section, you are a ‘‘Non-resident holder of Ordinary Shares’’ if you satisfy the
following tests:
a.
you are neither resident, nor deemed to be resident, in The Netherlands for purposes of Dutch
income tax or corporation tax, as the case may be, and, if you are an individual, you have not
elected to be treated as a resident of The Netherlands for Dutch income tax purposes;
b.
your Ordinary Shares and any benefits derived or deemed to be derived therefrom have no
connection with your past, present or future employment, if any;
c.
your Ordinary Shares do not form part of a substantial interest or a deemed substantial interest
in the Company within the meaning of Chapter 4 of the Dutch Income Tax Act 2001, unless such
interest forms part of the assets of an enterprise; and
d.
if you are not an individual, no part of the benefits derived from your Ordinary Shares is exempt
from Dutch corporation tax under the participation exemption as laid down in the Dutch
Corporation Tax Act 1969.
See the section ‘‘Taxes on income and capital gains—Resident holders of Ordinary Shares’’ for a
description of the circumstances under which Ordinary Shares form part of a substantial interest or a
deemed substantial interest in the Company.
If you are a holder of Ordinary Shares and you satisfy test a., but do not satisfy any one or more of tests b.,
c. and d., your Dutch income tax position or corporation tax position, as the case may be, is not discussed
in this document.
If you are a non-resident holder of Ordinary Shares you will not be subject to any Dutch taxes on income
or capital gains (other than the dividend withholding tax described below) in respect of any benefits
derived by you from Ordinary Shares, including any capital gains realised on the disposal thereof, except in
the following circumstances.
a.
If you derive profits from an enterprise, whether as an entrepreneur (ondernemer) or pursuant to
a co-entitlement to the net value of such enterprise, other than as an entrepreneur or a
shareholder, if you are an individual, or other than as an entrepreneur or a holder of securities, if
you are not an individual, which enterprise is either managed in The Netherlands or carried on,
in whole or in part, through a permanent establishment or a permanent representative in The
Netherlands if your Ordinary Shares are attributable to such enterprise.
b.
If you are an individual, if you derive benefits from Ordinary Shares that are taxable as benefits
from miscellaneous activities in The Netherlands.
description of the circumstances under which the benefits derived from Ordinary Shares may be taxable as
benefits from miscellaneous activities, on the understanding that such benefits will be taxable in The
Netherlands only if such activities are performed or deemed to be performed in The Netherlands.
8.1.2
A.
Dividend withholding tax
General
Dividends distributed by the Company are generally subject to a withholding tax imposed by The
Netherlands at a rate of 25%. Under proposed legislation, which is expected to be enacted as of 1 January
2007, this rate will be reduced to 15%.
The concept ‘‘dividends distributed by the Company’’ as used in this section ‘‘Dutch Taxation’’ includes,
but is not limited to, the following:
• distributions in cash or in kind, deemed and constructive distributions and repayments of capital not
recognised as paid-in for Dutch dividend withholding tax purposes;
• liquidation proceeds and proceeds of repurchase or redemption of Ordinary Shares in excess of the
average capital recognised as paid-in for Dutch dividend withholding tax purposes;
• the par value of shares issued by the Company to a holder of Ordinary Shares or an increase of the
par value of Ordinary Shares, as the case may be, to the extent that it does not appear that a
contribution, recognised for Dutch dividend withholding tax purposes, has been made or will be
made; and
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• partial repayment of capital, recognised as paid-in for Dutch dividend withholding tax purposes, if
and to the extent that there are net profits (zuivere winst), unless (a) the general meeting of the
Company’s shareholders has resolved in advance to make such repayment and (b) the par value of
the Ordinary Shares concerned has been reduced by an equal amount by way of an amendment to
the Company’s articles of association.
B.
Dutch Individuals and Dutch Corporate Entities
A Dutch Individual (other than an individual who is not resident or deemed to be resident in The
Netherlands, but who has elected to be treated as a resident of The Netherlands for Dutch income tax
purposes) and a Dutch Corporate Entity generally can credit Dutch dividend withholding tax against their
Dutch income tax or Dutch corporation tax liability, as the case may be, and generally is entitled to a
refund in the form of a negative assessment of Dutch dividend withholding tax insofar as such tax, together
with any other creditable domestic and/or foreign taxes, exceeds their aggregate Dutch income tax or
Dutch corporation tax liability, provided that, in the case of a Dutch Corporate Entity, (i) the dividends
distributed by the Company in respect of which such dividend withholding tax is withheld are included in
its taxable profits and (ii) it has timely and duly filed a corporation tax return. In the case of a Dutch
Corporate Entity for which dividends distributed by the Company are not included in its taxable profits,
the dividend withholding tax withheld thereon is refunded upon a timely and duly filed request. Pursuant
to domestic rules to avoid dividend stripping, Dutch dividend withholding tax will only be creditable by or
refundable to the beneficial owner (uiteindelijk gerechtigde) of dividends distributed by the Company. A
holder of Ordinary Shares who receives proceeds therefrom shall not be recognised as the beneficial owner
of such proceeds if, in connection with the receipt of the proceeds, it has given a consideration, in the
framework of a composite transaction including, without limitation, the mere acquisition of one or more
dividend coupons or the creation of short-term rights of enjoyment of shares (kortlopende genotsrechten op
aandelen), whereas it may be presumed that (i) such proceeds in whole or in part, directly or indirectly,
inure to a person who would not have been entitled to an exemption from, or who would have been
entitled to a smaller reduction or refund of, or credit for, dividend withholding tax than the actual recipient
of the proceeds; and (ii) such person acquires or retains, directly or indirectly, an interest in Ordinary
Shares or similar instruments, comparable to its interest in Ordinary Shares prior to the time the
composite transaction was first initiated.
An individual who is not resident or deemed to be resident in The Netherlands, but who has elected to be
treated as a resident of The Netherlands for Dutch income tax purposes, may be eligible for relief from
Dutch dividend withholding tax on the same conditions as an individual who is a Non-resident holder of
Ordinary Shares, as discussed below.
See the section ‘‘Dividend withholding tax—General’’ for a description of the concept ‘‘dividends
distributed by the Company.’’
description of the terms Dutch Individual and Dutch Corporate Entity.
C.
Non-resident holders of Ordinary Shares
If a Non-resident holder of Ordinary Shares is resident in The Netherlands Antilles or Aruba or in a
country that has concluded a double tax treaty with The Netherlands, such holder may be eligible for a full
or partial relief from the dividend withholding tax, provided such relief is timely and duly claimed. In
addition, a qualifying parent company within the meaning of the EU Parent Subsidiary Directive (Directive
90/435/EEC, as amended) is, subject to certain conditions, entitled to an exemption from dividend
withholding tax. Pursuant to domestic rules to avoid dividend stripping, dividend withholding tax relief will
only be available to the beneficial owner of dividends distributed by the Company. The Dutch tax
authorities have taken the position that this beneficial ownership test can also be applied to deny relief
from dividend withholding tax under double tax treaties, the tax Arrangement for the Kingdom
(Belastingregeling voor het Koninkrijk) and the EU Parent Subsidiary Directive (under proposed legislation,
which is expected to be enacted as of 1 January 2007, this test will apply to deny relief under the EU Parent
Subsidiary Directive).
See the section ‘‘Dividend withholding tax—Dutch Individuals and Dutch Corporate Entities’’ for a
description of the term beneficial owner.
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See the section ‘‘Taxes on income and capital gains—Non-resident holders of Ordinary Shares’’ for a
description of the term Non-resident holder of Ordinary Shares.
8.1.3
Gift and inheritance taxes
If you acquire Ordinary Shares as a gift (in form or in substance) or if you acquire or are deemed to
acquire Ordinary Shares on the death of an individual, you will not be subject to Dutch gift tax or to Dutch
inheritance tax, as the case may be, unless:
• the donor is, or the deceased was, resident or deemed to be resident in The Netherlands for
purposes of gift or inheritance tax (as the case may be); or
• the Ordinary Shares are or were attributable to an enterprise or part of an enterprise that the donor
or deceased carried on through a permanent establishment or a permanent representative in The
Netherlands at the time of the gift or of the death of the deceased; or
• the donor made a gift of Ordinary Shares, then became a resident or deemed resident of The
Netherlands, and died as a resident or deemed resident of The Netherlands within 180 days after
the date of the gift.
8.1.4
Other taxes and duties
No Dutch registration tax, transfer tax, stamp duty or any other similar documentary tax or duty will be
payable in The Netherlands in respect of or in connection with the subscription, issue, placement,
allotment or delivery of the Ordinary Shares.
8.2 US Taxation
This summary is based upon the Internal Revenue Code, proposed, temporary and final United States
Treasury Regulations promulgated thereunder (‘‘Treasury Regulations’’), judicial decisions, and the
Internal Revenue Service’s current administrative rules, practices and interpretations of law, all as in effect
on the date of this document, and all of which are subject to change, possibly with retroactive effect.
For purposes of this summary, a ‘‘United States Person’’ means a beneficial owner of Ordinary Shares that
is, for US federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation
created or organised in or under the laws of the United States, any state thereof or the District of
Columbia, (iii) an estate, the income of which is subject to United States federal income taxation
regardless of its source, or (iv) a trust if: (a) a court within the United States is able to exercise primary
supervision over the administration of such trust, and (b) one or more United States Persons have the
authority to control all substantial decisions of such trust. If a partnership holds Ordinary Shares, the
United States federal income tax treatment of a partner in the partnership generally will depend on the
status of the partner and the activities of the partnership. A partner of a partnership holding Ordinary
Shares should consult its own tax advisors with respect to the Unites States federal income tax
consequences of the acquisition and ownership of Ordinary Shares.
This summary is only a general discussion and is not intended to be, and should not be construed to be,
legal or tax advice to any prospective investor. In addition, this summary does not discuss all aspects of
United States federal income taxation that may be relevant to a United States Holder in light of such
Holder’s particular circumstances, including certain United States Holders that may be subject to special
treatment under the Internal Revenue Code (for example, United States Holders (i) that are tax-exempt
organisations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts;
(ii) that are financial institutions, insurance companies, real estate investment trusts, regulated investment
companies, or brokers, dealers or traders in securities; (iii) that are subject to the alternative minimum tax
provisions of the Internal Revenue Code; or (iv) that own Ordinary Shares as part of a straddle, hedging,
conversion transaction, constructive sale or other arrangement involving more than one position), United
States Holders that already own Ordinary Shares, persons that own (or are deemed to own) 10% or more
(by voting power) of the Ordinary Shares and United States Holders that hold Ordinary Shares other than
as capital assets or that do not use the US dollar as their financial currency. Further, this summary does not
address tax consequences applicable to a holder of equity in a holder of Ordinary Shares. Moreover, this
summary does not include any discussion of state, local or non-US income or other tax consequences.
THE UNITED STATES FEDERAL INCOME TAX TREATMENT OF THE ORDINARY SHARES IS
COMPLEX AND POTENTIALLY UNFAVOURABLE TO UNITED STATES HOLDERS. ACCORDINGLY,
EACH UNITED STATES HOLDER WHO ACQUIRES ORDINARY SHARES UNDER THIS ADMISSION
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DOCUMENT IS STRONGLY URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR WITH
RESPECT TO THE UNITED STATES FEDERAL, STATE, LOCAL AND NON-US INCOME, ESTATE
AND OTHER TAX CONSEQUENCES OF THE ACQUISITION OF ORDINARY SHARES, WITH
SPECIFIC REFERENCE TO SUCH HOLDER’S PARTICULAR FACTS AND CIRCUMSTANCES.
THE UNITED STATES FEDERAL TAX DISCUSSION CONTAINED HEREIN WAS WRITTEN TO
SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTION DESCRIBED HEREIN AND
IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY PERSON FOR THE
PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER.
PROSPECTIVE INVESTORS SHOULD SEEK ADVICE FROM THEIR OWN INDEPENDENT TAX
ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE AND LOCAL TAX
CONSEQUENCES OF AN INVESTMENT IN THE COMPANY BASED ON THEIR PARTICULAR
CIRCUMSTANCES.
8.2.1
Passive Foreign Investment Company Treatment
The Company is treated as a corporation for United States federal income tax purposes, and the Company
believes that it is a ‘‘passive foreign investment company’’ (a ‘‘PFIC’’) for United States federal income tax
purposes. In addition, the Company has been advised that all members of the Fund have limited liability
under the Italian law and that the Fund has not made the ‘‘check-the-box’’ election under the applicable
Treasury Regulations to be classified as other than a corporation for United States federal income tax
purposes. Therefore, the Company believes that the Fund should be treated as a corporation for United
States federal income tax purposes. If the Fund is treated as a corporation for United States federal
income tax purposes, the Company believes that the Fund is also a PFIC. If the Company and the Fund are
PFICs, a United States Holder will be treated for United States federal income tax purposes as owning
directly the United States Holder’s proportionate amount (by value) of the Units held by the Company and
will be considered a US shareholder of the Fund. If the Company or the Fund is a PFIC, a United States
Holder will be required to file with its US federal income tax return an annual information return on
Internal Revenue Service Form 8621. The tax rules generally applicable to PFICs are very complex and, in
some cases, uncertain. Each United States Holder is strongly urged to consult his, her or its own tax
advisor with respect to such rules.
If a United States Holder is treated under these rules as owning stock of a PFIC, any gain recognised by
such Holder upon a sale or other disposition of Ordinary Shares and any gain deemed recognised by such
Holder on a disposition (including redemption) of the Units by the Company, generally will be ordinary
(rather than capital), and any resulting United States federal income tax may be increased by an interest
charge, as discussed further below. Rules similar to those applicable to dispositions generally will apply to
certain excess distributions in respect of Ordinary Shares or Units. A United States Holder generally may
elect a different United States federal income tax treatment by making a ‘‘qualified electing fund’’
(‘‘QEF’’) election with respect to the Company and the Fund.
A.
QEF Election
A United States Holder may elect, provided that the Company or the Fund provides such Holder with
certain information, to have the Company or the Fund treated, with respect to that Holder, as a QEF. A
separate QEF election must be made with respect to the Fund if it is a PFIC, because a United States
Holder’s QEF election with respect to the Company will not be effective with respect to the Fund.
Generally, a QEF election should be made with the filing of Internal Revenue Service Form 8621 with the
United States Holder’s federal income tax return. A QEF election must be made by a United States
Holder before the due date (with regard to extensions) for such Holder’s tax return for the taxable year for
which the election is made and, once made, will be effective for all subsequent taxable years of such Holder
unless revoked with the consent of the Internal Revenue Service. (A United States Holder who makes a
QEF election with respect to the Company or the Fund is referred to herein as an ‘‘Electing
Shareholder’’). The Company generally intends to, upon request, make available (and the Company has
been advised that the Fund generally intends to make available upon request) to United States Holders the
annual statement currently required by the Internal Revenue Service, which includes information as to the
allocation of the Company’s or the Fund’s ordinary earnings and net capital gain among the Ordinary
Shares or Units and as to distributions on such Ordinary Shares or Units. Such statement may be used by
Electing Shareholders for purposes of complying with the reporting requirements applicable to the QEF
election. HOWEVER, NO ASSURANCES CAN BE GIVEN THAT SUCH STATEMENT WILL BE
AVAILABLE.
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An Electing Shareholder will be required to include currently in gross income its pro rata share of the
Company’s or the Fund’s annual ordinary earnings and annual net capital gains, if any, in any taxable year
that the Company or the Fund is a PFIC. Any income inclusion will be required whether or not such
shareholder owns Ordinary Shares or is deemed to own the Units for an entire year or at the end of the
Company’s or the Fund’s taxable year. The amount so includable will be determined without regard to the
amount of cash distributions, if any, received from the Company. Electing Shareholders will be required to
pay tax currently on such imputed income, unless, as described below, an election is made to defer such
payment. The amount currently included in income will be treated as ordinary income to the extent of the
Electing Shareholder’s allocable share of the Company’s or the Fund’s ordinary earnings and generally will
be treated as long-term capital gain to the extent of such Electing Shareholder’s allocable share of the
Company’s or the Fund’s net capital gains. An Electing Shareholder will not be eligible for the preferential
income tax rate on ‘‘qualified dividend income’’ or the dividends received deduction available for certain
corporate dividends with respect to any such income or gain. If the Company has losses for a taxable year,
they will not be available to such US Holder and may not be carried back or forward in computing the
Company’s ordinary earnings and net capital gain for purposes of these rules in other taxable years.
An Electing Shareholder will translate any inclusions required by the QEF election rules based on the
averaged exchange rate for the Company’s or the Fund’s taxable year. Amounts recognised by an Electing
Shareholder generally will be treated as income from sources outside the United States. Because an
Electing Shareholder has already paid tax on them, amounts previously included in income will not be
subject to tax when they are distributed to such Electing Shareholder. However, an Electing Shareholder
will recognise foreign currency gain or loss attributable to movement in foreign exchange rates between the
date when it recognised income under the QEF rules and the date when the income actually is distributed,
as ordinary income or loss from the same source as the associated income inclusion. An Electing
Shareholder’s tax basis in the Ordinary Shares will increase by any amounts the Electing Shareholder
includes in income currently and decrease by any amounts not subject to tax when distributed.
A QEF election may cause an Electing Shareholder to recognise income in a taxable year in amounts
significantly greater than the actual distributions received from the Company in such taxable year. In
certain cases in which the Company does not distribute all of its net earnings in a taxable year, an Electing
Shareholder may be permitted to defer the payment of some or all of its taxes with respect to the
Company’s income subject to an interest charge on the deferred amount. The QEF election is made on a
shareholder-by-shareholder basis, applies to all Ordinary Shares held or subsequently acquired by the
Electing Shareholder (or, in the case of a QEF election with respect to the Fund, to all Units deemed to be
held or subsequently acquired by the Electing Shareholder) and can only be revoked with consent of the
Internal Revenue Service.
So long as an Electing Shareholder’s QEF election is in effect with respect to the entire holding period for
its Ordinary Shares, any gain or loss realized by such Electing Shareholder on the disposition of such
Ordinary Shares held as capital assets ordinarily would be a capital gain or loss. Such capital gain or loss
ordinarily would be long-term if such Electing Shareholder had held the Ordinary Shares for more than
one year at the time of the disposition. For non-corporate United States Holders, long-term capital gain is
generally subject to a maximum federal income tax rate of 15%.
Under temporary Treasury Regulations, an individual’s deduction for his proportionate share of the
investment expenses of certain ‘‘pass-through’’ entities may be subject to the limitation described below. It
is not clear under such Treasury Regulations whether a PFIC for which a QEF election is in effect may be
treated as a ‘‘pass-through’’ entity. If these provisions were to apply to the Company or the Fund, each
individual Electing Shareholder would be required to include in income an amount equal to his
proportionate share of the Company’s or the Fund’s investment expenses and would be permitted a
deduction (if otherwise allowable under the Internal Revenue Code) for such expenses to the extent that
the amount of such expenses, plus certain other miscellaneous itemized deductions of such shareholder,
exceed 2% of such shareholder’s adjusted gross income.
B.
Non-Electing Shareholders
If a QEF election is not made by a United States Holder, or is not in effect with respect to the entire
period that such Holder holds (or is treating as holding) Ordinary Shares or Units, then any gain deemed
recognised by such Holder on the disposition (including redemption) of the Units by the Company and
deemed disposition of the Units by reason of such Holder’s disposition of the Ordinary Shares and any
gain on its sale or other disposition of Ordinary Shares (directly or, in certain circumstances, indirectly)
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generally will be treated as ordinary income realized pro rata over such holding period for such Ordinary
Shares or Units.
A United States Holder will be required to include as ordinary income in the year of disposition the
portion of the gain attributed to such year. In addition, such Holder’s United States federal income tax for
the year of disposition will be increased by the sum of (i) the tax computed by using the highest statutory
rate applicable to such Holder for each year (without regard to other income or expenses of such Holder)
on the portion of the gain attributed to years prior to the year of disposition plus (ii) interest on the tax
determined under clause (i), at the rate applicable to underpayments of tax, from the due date of the
return (without regard to extensions) for each year described in clause (i) to the due date of the return
(without regard to extensions) for the year of disposition. A ‘‘disposition’’ may include, under certain
circumstances, transfers at death, gifts, pledges and other transactions with respect to which gain ordinarily
is not recognised. Under certain circumstances, the adjustment generally made to the tax basis of property
held by a decedent may not apply to the tax basis of Ordinary Shares if a QEF election was not in effect for
the deceased United States Holder’s entire holding period. Rules similar to those applicable to dispositions
generally apply to excess distributions in respect of an Ordinary Share or Unit (i.e., distributions that
exceed 125% of the average amount of distributions in respect of such Ordinary Share or Units received
during the preceding three years or, if shorter, during the United States Holder’s holding period prior to
the distribution year). Any loss recognised by a non-Electing Shareholder on the disposition of Ordinary
Shares generally will be capital loss. The deductibility of capital losses is subject to significant limitations.
C.
Treatment of Certain Distributions
To the extent that a distribution paid on an Ordinary Share to a United States Holder is not an ‘‘excess
distribution’’ received by a non-Electing Shareholder, and is not treated as a non-taxable distribution paid
from earnings previously included in income by an Electing Shareholder under the QEF rules, such
distribution (including amounts withheld in respect of foreign income tax) will be taxable as ordinary
income to the extent of the Company’s current or accumulated earnings and profits (as computed on the
basis of United States federal income tax principles) and, to the extent the distribution exceeds such
earnings and profits, generally will be treated as a non-taxable return of capital to the extent of the tax
basis of the Ordinary Share and then as capital gain from the sale or exchange of the Ordinary Share.
Dividends on the Ordinary Shares will not be eligible for the maximum 15% United States federal income
tax rate generally applicable to dividends paid by a ‘‘qualified foreign corporation’’ to non-corporate
United States Holders. In addition, dividends on the Ordinary Shares will not be eligible for the deduction
for dividends received by corporations. Dividends on the Ordinary Shares generally will be foreign source
income for United States foreign tax credit purposes. Such income generally will be treated as ‘‘passive
income,’’ or, in the case of certain United States Holders, ‘‘financial services income.’’ For taxable years
beginning after 31 December 2006, such income generally will be treated as ‘‘passive category income,’’ or,
in the case of certain United States Holders, ‘‘general category income.’’
The amount of any dividend on the Ordinary Shares paid in foreign currency will equal the United States
dollar value of the foreign currency received calculated by reference to the exchange rate in effect on the
date the dividend is actually or constructively received by the United States Holder, regardless of whether
the foreign currency is converted into United States dollars. If the foreign currency received is not
converted into United States dollars on the day of receipt, a United States Holder will have a basis in the
foreign currency equal to the United States dollar value on the date of receipt. Any gain or loss that a
United States Holder recognises on a subsequent conversion or other disposition of the foreign currency
will be treated as United States source income or loss.
8.2.2
A.
Additional Rules That May Apply To United States Persons
Foreign Tax Credits
Subject to complex limitations set forth in the Internal Revenue Code, United States Holders may be
entitled to claim a credit against their United States federal income tax liability for foreign income tax
withheld or paid, if any, from dividends on the Ordinary Shares. Taxpayers who do not elect to claim
foreign tax credits for a taxable year may be able to deduct any such foreign income tax withheld.
B.
Information Reporting and Backup Withholding
United States information reporting requirements and backup withholding tax generally will apply to
certain non-corporate holders of Ordinary Shares. Information reporting generally will apply to payments
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of dividends on, and to proceeds from the sale or redemption of, Ordinary Shares by a paying agent within
the United States to a holder of Ordinary Shares (other than an ‘‘exempt recipient,’’ which includes
non-US shareholders that provide an appropriate certification and certain other persons). A paying agent
or other intermediary within the United States will be required to withhold at a rate of 28% on any
payment of proceeds from the sale or redemption of Ordinary Shares within the United States to a United
States Holder (other than a corporation or an ‘‘exempt recipient’’) if such shareholder fails to furnish its
correct taxpayer identification number or otherwise fails to comply with such backup withholding
requirements. Any amounts withheld under the backup withholding rules from a payment to a United
States Holder generally may be refunded (or credited against such United States Holder’s United States
federal income tax liability, if any) provided the required information is furnished to the Internal Revenue
Service. United States Holders should consult their tax advisors as to their qualification for exemption
from backup withholding and the procedure for obtaining such an exemption. If information reporting
requirements apply to a United States Holder, the amount of dividends paid with respect to such Ordinary
Shares will be reported annually to the Internal Revenue Service and such United States Holder.
A United States Holder may be required to report, with its tax return for the tax year that includes the date
on which the purchase of Ordinary Shares occurs, certain information relating to the purchase of the
Ordinary Shares on the Internal Revenue Service Form 926. In the event a United States Holder subject to
such reporting fails to file the required form, the United States Holder could be required to pay a penalty
equal to 10% of the gross amount paid for the Ordinary Shares (subject to a maximum penalty of
US$100,000, except in cases of intentional disregard). United States Holders should consult their tax
advisors with respect to this or any other reporting requirement which may apply with respect to their
acquisition of Ordinary Shares.
8.3
UK Taxation
The following summary is intended only as a general guide to the main UK tax consequences that will
apply to holders of Ordinary Shares who are either resident or ordinarily resident in the UK for UK tax
purposes or who are carrying on a trade or business in the UK through a permanent establishment, or a
branch or agency, who are the beneficial owners of Ordinary Shares and who hold their Ordinary Shares as
an investment. The summary is based on current UK tax law and the current published practice of
H.M. Revenue and Customs (‘‘HMRC’’). The summary may not apply to certain classes of shareholders,
such as dealers in securities. Investors should note that tax law and interpretation can change and that, in
particular, the levels and basis of, and reliefs from, taxation may change and may alter the benefits of
investment in the Company. This summary is not exhaustive and potential investors should consult their
own tax advisers without delay.
8.3.1
A.
Taxes on Income and Gains
UK resident holders of Ordinary Shares
General
(i)
Offshore Fund
The Company, as at the date of this admission document, should not be treated as an ‘‘offshore fund’’ as
defined in section 756A of the Income and Corporation Taxes Act 1988 (the ‘‘Taxes Act’’). Accordingly, for
the purposes of UK taxation, the provisions of Chapter V of Part XVII of the Taxes Act should not apply.
Likewise, the provisions of section 98 of, and Schedule 10 to, the Finance Act 1996 and Part 7 of
Schedule 26 to the Finance Act 2002 should not apply to corporate holders of Ordinary Shares.
(ii)
Transfer of Assets Abroad
Sections 739 to 745 of the Taxes Act provide that the income accruing to the Company may be attributed to
individuals ordinarily resident in the UK and such income may (in certain circumstances) be subject to
UK income tax in the hands of such individuals. These provisions should not apply, however, if any such
individual can satisfy HMRC that, either:
a.
the purpose of avoiding liability to UK taxation was not the purpose or one of the purposes of his
or her investment in the Company; or
b.
the investment was a bona fide commercial transaction and was not designed for the purpose of
avoiding UK taxation.
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(iii)
Controlled Foreign Companies Legislation
The legislation applicable to controlled foreign companies may apply to any corporate holder of Ordinary
Shares who is resident in the UK for UK tax purposes if any such holder of Ordinary Shares has ‘‘control’’
(as defined in section 755D of the Taxes Act) of the Company. Pursuant to sections 747 to 756 of the Taxes
Act, part of any undistributed income accruing to the Company may be attributed to such a holder of
Ordinary Shares, and may in certain circumstances be chargeable to UK corporation tax in the hands of
the holder. However, this will only apply if the apportionment to that holder (when aggregated with
persons connected or associated with it) is at least 25 per cent. of the Company’s relevant profits.
(iv)
Section 703 of the Taxes Act
Under section 703 of the Taxes Act, HMRC may seek to cancel tax advantages from certain transactions in
securities.
Dividends
(i)
Individuals
Individual holders of Ordinary Shares who are resident or ordinarily resident in the UK for UK tax
purposes and who receive a dividend from the Company will be liable to UK income tax on the gross
amount of any such dividend, which will be regarded as the top slice of the holder’s income. A UK resident
individual holder who is liable to UK income tax at the lower or basic rate will be subject to UK income tax
on the dividend at a rate of 10 per cent. and a UK resident individual holder liable to UK income tax at the
higher rate will be subject to UK income tax on the dividend at a rate of 32.5 per cent.
UK resident individuals who are not domiciled in the UK for tax purposes may be entitled to make a claim
under section 831 of the Income Tax (Trading and Other Income) Act 2005 for the dividend payments to
be charged to tax on the remittance basis. If the claim is successful, the holder will only be liable to income
tax on the amount of dividends treated as being received in the UK.
In the event that dividends are paid under deduction of Dutch withholding tax, UK resident individual
shareholders may be able to obtain a tax credit for all or part of any Dutch tax so withheld in computing
their liability to UK income tax.
(ii)
Companies
A corporate holder of Ordinary Shares resident in the UK for UK tax purposes will generally be liable to
UK corporation tax on the gross dividend paid by the Company (currently 30 per cent.). In computing its
liability to corporation tax, a corporate holder of Ordinary Shares resident in the UK for UK tax purposes
may be able to obtain credit for any Dutch tax withheld in respect of the dividend. A UK resident
corporate holder of Ordinary Shares may be entitled to a foreign tax credit in respect of Dutch tax paid by
the Company, which may be set against its UK corporation tax liability in respect of the dividend and, in
certain circumstances, against its liability in respect of other dividends it has received.
Capital Gains
The disposal by a holder of Ordinary Shares who is either resident or ordinarily resident in the UK for UK
tax purposes, or who is not resident or ordinarily resident in the UK for UK tax purposes but carries on a
trade, profession or vocation in the UK through a permanent establishment, branch or agency and has
used, held or acquired the Ordinary Shares for the purposes of such trade, profession or vocation or such
permanent establishment, branch or agency, may, depending on the holder’s circumstances and subject to
any available exemptions or relief from tax, give rise to a chargeable gain or an allowable loss for the
purpose of the taxation of capital gains.
An individual who is not domiciled in the United Kingdom for tax purposes, will be liable to UK capital
gains tax only to the extent that chargeable gains made on the disposal of shares are (or are deemed to be)
remitted to the UK. If an individual ceases to be resident or ordinarily resident in the UK for UK tax
purposes for a period of less than five years and disposes of the Ordinary Shares, in certain circumstances
any gain on that disposal may be liable to UK capital gains tax upon that holder becoming once again
resident or ordinarily resident in the UK.
This paragraph applies only to holders of Ordinary Shares who are resident or ordinarily resident in the
UK for UK tax purposes and whose interest (when aggregated with persons connected with them) in the
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capital gains of the Company exceeds one-tenth. In the event that the Company would be treated as
‘‘close’’ (as defined in sections 414 and 415 of the Taxes Act) if it were resident in the UK, then (under
section 13 of the Taxation of Chargeable Gains Act 1992) part of any capital gain accruing to the Company
may be attributed to such a holder and may (in certain circumstances) be liable to UK tax on capital gains
in the hands of the holder. The part attributed to the holder corresponds to the holder’s proportionate
interest in the Company.
B.
Non-UK resident holders of Ordinary Shares
Holders of Ordinary Shares who are not resident or ordinarily resident in the UK for UK tax purposes and
who do not carry on a trade, profession or vocation in the UK through a permanent establishment or
branch or agency with which the Ordinary Shares are connected will not normally be liable to UK taxation
on any dividends from the Company or on any capital gains arising on the sale or other disposal of
Ordinary Shares. Such persons should consult their own tax advisers concerning their tax liabilities.
8.3.2
UK stamp duty and stamp duty reserve tax (‘‘SDRT’’)
The statements below are intended as a general guide to the current UK stamp taxes position. They do not
apply to certain intermediaries who are not liable to stamp duty or SDRT, or to persons connected with
depository arrangements or clearance services, who may be liable at a higher rate.
The issue of Ordinary Shares by the Company will not generally give rise to a liability to stamp duty or
SDRT.
The conveyance or transfer on sale of Ordinary Shares outside CREST will not generally be subject to
ad valorem stamp duty on the instrument of transfer provided the instrument of transfer is not executed in
the UK and there is no matter or thing in relation to such transfer done, or to be done, in the UK. If these
conditions are not met, stamp duty would be chargeable at the rate of 0.5 per cent. (rounded up to the
nearest £5) on the consideration given for the Ordinary Shares.
Similarly, an unconditional agreement to transfer the Ordinary Shares outside CREST will not give rise to
a charge to SDRT provided that both (i) the Ordinary Shares are not maintained on a share register in the
UK and (ii) the Ordinary Shares are not paired with any UK shares. If these conditions are not met, SDRT
will be chargeable at the rate of 0.5 per cent. on the consideration given for the Ordinary Shares.
Stamp duty at a fixed rate of £5 per transfer will be payable where an investor wishes to deposit the
Ordinary Shares with the depository in order that Depository Interests will be issued under the depository
interest arrangements outlined in paragraph 13, Part II of this admission document.
It is intended that trading of the Ordinary Shares on AIM will be effected through CREST in the form of
Depository Interests. A transfer of these Depository Interests will normally give rise to a 0.5 per cent.
charge to SDRT on transfer.
Where a SDRT charge arises, payment of stamp duty within six years of the date of an agreement on a
transfer executed pursuant to the agreement will generally cancel the charge to SDRT.
9.
WORKING CAPITAL
The Directors (having made due and careful enquiry) are of the opinion that taking into account the net
proceeds of the Offer receivable by the Company and the facilities available to the Company and the Fund,
the working capital available to the Company and the Fund is sufficient for its present requirements, that
is, for at least 12 months from the date of Admission.
10. CORPORATE GOVERNANCE
Corporate Governance
On Admission, the Company will have its shares traded on AIM and will not therefore be required to
comply with the Combined Code or the Dutch Corporate Governance Code. Nonetheless, the Board
recognises that it is in the best interests of the Company and its Shareholders to comply with those
principles of corporate governance contained in the Combined Code which are appropriate for a company
of its size and activities, taking account of the fact that it is incorporated in The Netherlands, and to
support high standards of corporate governance.
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The Combined Code states that the Board should determine whether a director is independent in
character and judgment and whether there are relationships or circumstances which are likely to affect, or
could appear to affect, the director’s judgment. Under the provisions of the Combined Code, three of the
Company’s five Directors (including the Chairman) would be considered to be independent.
The Company has incorporated provisions in its Articles of Association replicating the mandatory offer
provisions in the City Code.
Board Practices
In The Netherlands, it is possible for public limited companies (‘‘naamloze vennootschappen’’ or ‘‘N.V.’’)
(other than larger public companies which must operate a two-tier structure) to operate under either a
one-tier governance structure or two-tier governance structure. The Company operates a one-tier
governance structure with a single board containing Directors. The Board will meet regularly throughout
the year. To enable the Board to perform its duties, each Director will have full access to all relevant
information.
In line with the Combined Code, the Company has established three committees: a remuneration
committee, a nomination committee and an audit committee. The members of these committees are
appointed from among the independent Directors. The terms of reference of the committees have been
supplemented with additional provisions from the Combined Code as applicable to AIM companies
(taking into account the guidance for AIM companies issued by the Quoted Companies Alliance in
July 2005).
11. LITIGATION
The Company has not engaged in, nor is currently engaged in, any litigation or arbitration proceedings nor,
so far as the Directors are aware, is any litigation or claim pending or threatened by or against the
Company which has, has had or may have a significant effect on the Company’s financial position.
12. CREST AND DEPOSITORY INTERESTS
12.1 Crest and Depository Interests
With effect from Admission, Ordinary Shares will be delivered, held and settled in CREST. Pursuant to a
method approved by CRESTCo under which transactions in foreign securities may be settled through
CREST, the Depository will issue dematerialised Depository Interests representing entitlements to
Ordinary Shares. The Depository Interests will be independent securities constituted under English law
which may be held and transferred through CREST.
The Depository will hold the shares on trust for the Depository Interest holders and this trust relationship
is documented in a Deed Poll executed by the Depository in favour of the Depository Interest holders (the
‘‘Deed Poll’’).
The Registrar Agreement under which the Company has appointed the Registrar to provide the
Depository Interest Services is summarised in paragraph 12.3 below.
The Depository Interests will be created pursuant to and issued on the terms of the Deed Poll. Prospective
holders of Depository Interests should note that they will have no rights in respect of the underlying shares
or the Depository Interests representing them against CRESTCo or its subsidiaries
Shares will be transferred by a Dutch notarial deed to an account for the Depository to its nominated
custodian (the ‘‘Custodian’’) and the Depository will pass on to the holders of Depository Interests any
cash or other benefits received by it as holder of Ordinary Shares. Depository Interest holders will also
receive notices of meetings of holders of Ordinary Shares and other notices issued by the Company to its
Shareholders and received by the Registrar, acting as depository.
The Depository Interests will have the same security code (ISIN) as the underlying Ordinary Shares and
will not require a separate application for Admission.
Participation in CREST is voluntary and Shareholders who wish to hold their Ordinary Shares in
registered form may do so. They will not, however, be able to settle their Ordinary Shares through CREST
and will have their holding recorded on the Company’s share register in The Netherlands.
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Application has been made by the Registrar for the Depository Interests, representing the Ordinary Shares
through CREST.
12.2 Depository Interest—Terms of the Deed Poll
Prospective subscribers for and purchasers of the Offer Shares are referred to the Deed Poll dated
10 October 2006 available for inspection at the offices of Paul, Hastings, Janofsky & Walker (Europe) LLP,
88 Wood Street, London EC2V 7AJ. In summary, the Deed Poll contains, among other things, provisions
to the following effect which are binding on all holders of Depository Interests:
12.2.1
The Depository will hold (itself or through the Custodian), as bare trustee, the underlying
securities issued by the Company and all and any rights and other securities, property and
cash attributable to the underlying securities pertaining to the Depository Interests for the
benefit of the holders of the relevant Depository Interests.
12.2.2
Holders of Depository Interests warrant, among other things, that the securities in the
Company transferred or issued to the Custodian on behalf of the Depository are free and
clear from all liens, charges, encumbrances or third party interests and that such transfers or
issues are not in contravention of the Articles of Association or any relevant contractual
obligation, law or regulation.
12.2.3
The Depository (or its Custodian) must pass onto holders of Depository Interests and exercise
on behalf of holders of Depository Interests all rights and entitlements received or to which
they are entitled in respect of the underlying securities which are capable of being passed on
or exercised. Rights and entitlements to cash distributions, to information, to make choices
and elections and to call for, attend and vote at meetings shall, subject to the Deed Poll, be
passed on in the form in which they are received, together with any amendments and
additional documentation necessary to effect such passing-on or, as the case may be, exercised
in accordance with the Deed Poll.
12.2.4
The Deed Poll contains provisions excluding and limiting the Depository’s liability. For
example, the Depository is not liable to any holder of Depository Interests or any other
person for liabilities in connection with the performance or non-performance of obligations
under the Deed Poll or otherwise except as may result from its negligence, wilful default or
fraud or that of any person for whom it is vicariously liable, provided that the Depository 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 of such Custodian or agent. Furthermore, the Depository’s liability to a holder
of Depository Interests will be limited to the lesser of (a) the value of the Ordinary Shares and
other deposited property properly attributable to the Depository Interests to which the
liability relates and (b) that proportion of £10 million which corresponds to the portion which
the amount the Depository would otherwise be liable to pay to the holder of Depository
Interests bears to the aggregate of the amounts that the Depository would otherwise be liable
to pay to all or any holders of Depository Interests in respect of the same act, omission or
event which gave rise to such liability or, if there are no such amounts, £10 million.
12.2.5
The Depository is entitled to charge holders of Depository Interests fees and expenses for the
provision of its services under the Deed Poll. The Depository is not liable for taxes, duties,
charges, costs or expenses which may become payable in respect of the Ordinary Shares or
other deposited property or the Depository Interests.
12.2.6
Each holder of Depository Interests is liable to indemnify the Depository and any Custodian
(and their 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 Depository Interests held by that holder, other than those
resulting from the wilful default, negligence or fraud of the Depository or Custodian, or if the
Depository has failed to exercise reasonable care in the appointment and continued use of
such Custodian or agent and in certain other circumstances.
12.2.7
The Depository may terminate the Deed Poll by giving not less than 30 days’ prior notice to
the holders of Depository Interests. Upon such notice, each holder shall be deemed to have
requested the cancellation of their Depository Interests and, subject to completion of the
transfer procedures, the withdrawal of their deposited property. If any Depository Interests
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remain outstanding after termination, the Depository may, at its discretion, sell all or part of
such deposited property and request the removal of the Depository Interests from CREST. It
shall, as soon as reasonably practicable, deliver the net proceeds of any such sale, after
deducting any sums due to it, together with any other cash held by it under the Deed Poll, pro
rata to holders of Depository Interests in respect of their Depository Interests.
12.2.8
The Depository or the Custodian may require from any holder information as to the capacity
in which Depository Interests are owned or held and the identity of any other person with any
interest of any kind in such Depository Interests or the underlying Ordinary Shares and the
holders are bound to provide such information requested. In addition, if and to the extent
that, among other things, the Articles require disclosure to the Company of, or limitations in
relation to, beneficial or other ownership of, or interests of any kind whatsoever in, the
Company’s shares) (including but not limited to proof as to whether or not it, or any other
person with any interest of any kind in such Depository Interests, are or would be NonQualifying Shareholders if they held Ordinary Shares directly), the holders of Depository
Interests must comply with such provisions and with the Company’s instructions with respect
to them.
12.2.9
The Deed Poll provides that if Depository Interests are owned directly or beneficially by, or
other otherwise for the benefit of, a Non-Qualifying Shareholder (or a person who would be a
Non-Qualifying Shareholder if such person held Ordinary Shares directly), (i) the holder shall
be deemed to have requested the cancellation of its Depository Interests and is obliged to
convert its Ordinary Shares into registered form by completing the transfer procedure set out
in the Deed Poll. Such a transfer procedure requires the execution of a notarial deed in The
Netherlands and the costs associated with this may exceed A750. Once the transfer procedures
are completed and the holder becomes the registered shareholder of such Ordinary Shares,
the compulsory transfer provisions in the Articles of Association will apply to such Ordinary
Shares, (ii) in the event that the holder fails to complete the transfer procedures within the
relevant time period (x) the Depository may exercise certain rights and remedies against such
holder which may include, but are not limited to, selling or transferring the relevant
Depository Interests or the Ordinary Shares held on such holder’s behalf, (y) the voting rights
attaching to the Ordinary Shares held on such holder’s behalf may be suspended and (z) the
compulsory transfer provisions in the Articles of Association will apply to such Ordinary
Shares held by the Depository on such holder’s behalf.
12.2.10 If the Depository is obliged, under the Articles, to transfer Ordinary Shares or such Ordinary
Shares are compulsorily transferred by the Company, under the Articles because the holder of
the relevant Depository Interests (or any person holding an interest in such Depository
Interests) is a Non-Qualifying Shareholder (or would be if he or she held Ordinary Shares
directly), the Depository is not obliged to pass on to, or exercise on behalf of, the relevant
holder any rights the Depository may have under the Articles to request the Company to have
one or more independent experts appointed by the Company to review the purchase price of
the transfer and the holder is deemed to have accepted such purchase price as the Final
Purchase Price. In such event, the Depository’s sole obligation is to deliver the net proceeds
to any such transfer to the Depository Interest holder, after deducting any sums then due to
the Depository, together with any other cash then held by it under the Trust Deed.
12.3 Depository Interests—Terms of Registrar Agreement
The terms of the Registrar Agreement dated 9 October 2006 between the Company and the Registrar (the
‘‘Registrar Agreement’’) under which the Company appoints the Registrar to maintain the Company’s
register in Jersey and provide certain other services as are summarised below:
12.3.1 The Registrar will perform various services in their capacity as registrar, including maintenance
of the branch share register; maintenance of dividend instruction records; certification and
registration of share transfers; preparation and despatch of dividend warrants; supplying to the
Company, as soon as reasonably practicable, all necessary information so that the register is
open for inspection at the registered office of the Company; and arranging for the provision of
facilities for the holding of general meetings including the distribution of ballot papers in the
event of a poll, and the provision of scrutineers of any vote, if required.
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12.3.2 The Registrar Agreement can be terminated upon the expiry of not less than three months’
notice given by the Company to the Registrar, such notice to expire no earlier than, upon the
expiry of not less than three months’ notice given by the Registrar to the Company, or at any
time if either party commits a material breach of its obligations. The Registrar is not liable to
the Company for any loss sustained by the Company for whatever reason provided that the
Registrar remains liable for any loss arising as a result of fraud, negligence or wilful default by
them.
13. MISCELLANEOUS
13.1
Save as disclosed in this document there are no patents or other intellectual property rights,
licences or financial or commercial contracts which are of fundamental importance to the
Company’s business.
13.2
The expenses of the Offer and Admission are estimated to be A13.5 million, including VAT
(where applicable), and are payable by the Company.
13.3
Except for fees payable to (i) the professional advisers whose names are set out on pages 12
and 13 above or payments to trade suppliers; (ii) fees in an amount of approximately £16,800
payable to Slaughter and May for the provision of certain UK legal advice; (iii) fees in an
amount of approximately £18,580 payable to Kimbells Solicitors in connection with advice
provided to certain independent members of the Board of Directors of the Company and
(iv) fees in an amount of approximately £36,710 to De Brauw Blackstone Westbrook for the
provision of certain legal advice, no person has received any fees, securities in the Company or
other benefit to a value of £10,000 or more, whether directly or indirectly, from the Company
within the 12 months preceding the application for Admission, or has entered into any
contractual arrangement to receive from the Company, directly or indirectly, any such fees,
securities or other benefit on or after admission.
13.4
Save as disclosed in this document, there has been no significant change in the financial or
trading position of the Company since 30 June 2006, the date to which its accountant’s report
has been drawn up.
13.5
With the exception of any arrangements summarised in paragraph 5.5 of Part VIII neither the
Company nor the Fund has been a party to any transactions with related parties which where
material to the Company or the Fund, as applicable.
13.6
Where information has been sourced from a third party, the Company confirms that this
information has been accurately reproduced and as far as the Company is aware and is able to
ascertain from the information published by that third party, no facts have been omitted which
would render the reproduced information inaccurate or misleading.
13.7
The Company is an investing company for the purposes of the AIM Rules, and will be
submitting its investing strategy to its Shareholders on an annual basis. For details of the
investing strategy of the Company and the Fund, the Fund Rules and the Fund Manager, the
directors of the Company, the Fund Manager and their relevant expertise, see Part III of this
document.
13.8
The financial information set out in this document does not constitute statutory accounts.
13.9
Save as disclosed in this document, there are no environmental issues that may affect the
Company’s utilisation of the tangible fixed assets.
13.10
The Offer Shares, when paid up, will be available in uncertificated form as registered shares or
settled in CREST as Depository Interests. The records in respect of all Ordinary Shares and
Depository Interests will be maintained by the Registrar.
13.11
It is expected that the Offer Shares will be issued on 18 October 2006 and CREST accounts
will be credited on the date of Admission.
13.12
There have been no public takeover bids by third parties in respect of the Company’s shares
which have occurred during either the last financial year or the current financial year.
157
14. SECURITIES LAWS
The distribution of this document and the offer of Ordinary Shares in certain jurisdictions may be
restricted by law and therefore persons into whose possession this document comes should inform
themselves about and observe any such restriction, including those in the following paragraphs which relate
to the United States. Any failure to comply with those restrictions may constitute a violation of the
securities laws of any such jurisdiction. This document does not constitute an offer to subscribe for or buy
any of the Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make any such offer
or solicitation in such jurisdiction.
14.1 United States
14.1.1 General
The Offer Shares have not been, and will not be, registered under the Securities Act or the applicable
securities laws and regulations of any state of the United States and, subject to certain exceptions, may not
be offered or sold in the United States or to or for the account or benefit of US persons (as defined in
Regulation S). Accordingly, each of Credit Suisse and Deutsche Bank may offer Offer Shares only through
their selling agents to non-US persons reasonably believed to be QIBs or to persons outside the United
States in ‘‘offshore transactions’’ pursuant to Regulation S. Further, as described below, there are certain
restrictions concerning the Offer Shares which affect potential US investors. These restrictions are (i) a
prohibition on investors that are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code
from investing in the Offer Shares and (ii) certain restrictions related to resales or other transfers of the
Offer Shares.
14.1.2 ERISA Considerations
As described below, the Company will prohibit potential investors that are subject to Title I of ERISA or
Section 4975 of the Internal Revenue Code from acquiring any Ordinary Shares.
General
ERISA, and Section 4975 of the Internal Revenue Code, impose certain restrictions on (a) ‘‘employee
benefit plans’’ (as defined in Section 3(3) of ERISA), (b) ‘‘plans’’ (as defined in Section 4975(e)(1) of the
Internal Revenue Code) that are subject to Section 4975 of the Internal Revenue Code, including
individual retirement accounts and annuities or Keogh plans, (c) any entities whose underlying assets
include ‘‘plan assets’’ by reason of an investment by a plan described in (a) or (b) in such entities (each of
(a), (b) and (c), a ‘‘Plan’’) and (d) persons who have certain specified relationships to Plans (‘‘Parties in
Interest’’ under ERISA and ‘‘Disqualified Persons’’ under the Internal Revenue Code). Moreover, based
on the reasoning of the US Supreme Court in John Hancock Life Ins. Co. v. Harris Trust and Sav. Bank,
510 US 86 (1993), an insurance company’s general account may be deemed to include assets of the Plans
investing on the general account (e.g., through the purchase of an annuity contract), and such insurance
company might be treated as a Party in Interest with respect to a Plan by virtue of such investment. ERISA
also imposes certain duties on persons who are fiduciaries of Plans subject to ERISA, and ERISA and
Section 4975 of the Internal Revenue Code prohibit certain transactions between a Plan and Parties in
Interest or Disqualified Persons with respect to such Plan. Violations of these rules may result in the
imposition of excise taxes and other penalties and liabilities under ERISA and the Internal Revenue Code.
The US Department of Labor (the ‘‘DOL’’) has promulgated regulations, 29 C.F.R. §2510.3-101 (the ‘‘Plan
Asset Regulations’’) describing what constitutes the assets of a Plan with respect to the Plan’s investment in
an entity for purposes of the fiduciary responsibility provisions of Title I of ERISA and Section 4975 of the
Internal Revenue Code. Under the Plan Asset Regulations, if a Plan invests in an ‘‘equity interest’’ of an
entity that is neither a ‘‘publicly offered security’’ nor a security issued by an investment company
registered under the US Investment Company Act of 1940 (the ‘‘Investment Company Act’’), the Plan’s
assets are deemed to include both the equity interest itself and an undivided interest in each of the entity’s
underlying assets, unless it is established that the entity is an ‘‘operating company’’ or that equity
participation by ‘‘benefit plan investors’’ is not ‘‘significant’’.
The Ordinary Shares will constitute ‘‘equity interests’’ in the Company for purposes of the Plan Asset
Regulations; the Company will not be registered under the Investment Company Act; the Ordinary Shares
are not ‘‘publicly offered securities’’ for the purposes of the Plan Asset Regulations; and it is not likely that
the Company will qualify as an ‘‘operating company’’ for purposes of the Plan Asset Regulations.
Therefore, if equity participation in the Ordinary Shares by Benefit Plan Investors (as defined below) is
158
‘‘significant’’ within the meaning of the Plan Asset Regulations, the assets of the Company could be
deemed to be the assets of Plans investing in the Ordinary Shares. If the assets of the Company were
deemed to constitute the assets of an investing Plan, (i) transactions involving the assets of the Company
could be subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and
Section 4975 of the Internal Revenue Code, (ii) the assets of the Company could be subject to ERISA’s
reporting and disclosure requirements, (iii) the fiduciary causing the Plan to make an investment in the
Ordinary Shares could be deemed to have delegated its responsibility to manage the assets of the Plan,
(iv) it is not clear whether Section 404(b) of ERISA, which generally provides that no fiduciary may
maintain the indicia of ownership of any assets of a Plan outside the jurisdiction of the district courts of the
United States would be satisfied or any of the exceptions to this requirement set forth on 29 C.F.R.
Section 2550.404b-l would be available, (v) the fiduciary making an investment in the Company on behalf
of a Plan could be deemed to have improperly delegated its asset management responsibility, and (vi) the
Fund Manager will be an ERISA fiduciary.
Under the Plan Asset Regulations, equity participation in an entity by Benefit Plan Investors is
‘‘significant’’ on any date if, immediately after the most recent acquisition of any equity interest in the
entity, 25% or more of the value of any class of equity interest in the entity is held by Benefit Plan
Investors (the ‘‘25% Threshold’’).
The term ‘‘Benefit Plan Investor’’ is defined in Section 3(42) of ERISA to include any (i) ‘‘employee
benefit plan’’ subject to Title I of ERISA, (ii) ‘‘plan’’ (as defined in Section 4975(e)(1) of the Internal
Revenue Code), subject to Section 4975 of the Internal Revenue Code, including without limitation
individual retirement accounts and Keogh plans, or (iii) entity whose underlying assets include plan assets
by reason of such an employee benefit plan’s or plan’s investment in such entity, including without
limitation, as applicable, an insurance company general account. For purposes of making determinations
under the 25% Threshold, (i) the value of any Ordinary Shares held by a person (other than a Benefit Plan
Investor) that has discretionary authority or control with respect to the assets of the Company or that
provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such
a person (each such person or affiliate, a ‘‘Controlling Person’’), is disregarded which, in the case of the
Company, will include the Fund Manager and its affiliates, and (ii) only the proportion of an insurance
company general account’s equity investment in the Company that represents plan assets is taken into
account.
Restrictions on Purchase by Benefit Plan Investors
The purchase or acquisition of any Ordinary Shares by investors that are Plans subject to Title I of ERISA
or Section 4975 of the Internal Revenue Code is prohibited. Accordingly, Benefit Plan Investors using
assets of Plans that are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code
(including, as applicable, assets of an insurance company general account) or plans, individual retirement
accounts, annuities and other arrangements that are subject to the prohibited transaction provisions of
Section 406 of ERISA or Section 4975 of the Internal Revenue Code will not be permitted to acquire the
Ordinary Shares and each investor will be deemed to have represented and agreed by virtue of its
acquisition of Ordinary Shares, as applicable, that it is not, and is not acting on behalf of, a person who is a
‘‘plan’’ that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code or an entity whose
underlying assets include ‘‘plan assets’’ as defined in the Plan Asset Regulations as modified by
Section 3(42) of ERISA, and that this representation will remain true and correct at all times when the
Ordinary Shares are held by the investor. Each purchaser of an Ordinary Share admitted to settlement by
means of CREST or otherwise will be deemed to represent and warrant that it is not a Benefit Plan
Investor that is using assets of a Plan that is subject to ERISA or Section 4975 of the Internal Revenue
Code or a plan, an individual retirement account or other arrangement that is subject to the prohibited
transaction provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code. In addition,
the Company’s Articles of Association provide that in the event that a purported transfer of any Ordinary
Share to a Benefit Plan Investor that is subject to Title I of ERISA or Section 4975 of the Internal Revenue
Code could result in the assets of the Company being treated as plan assets that are subject to Title I of
ERISA or Section 4975 of the Internal Revenue Code, any Ordinary Shares held by such a Benefit Plan
Investor shall be treated as if such Ordinary Shares were transferred to a Non Qualifying Shareholder. For
a discussion of transfer restrictions with respect to the Ordinary Shares, see ‘‘Transfer Restrictions’’ below.
159
Special Considerations Applicable to Insurance Company General Accounts
Any purchaser that is an insurance company using the assets of an insurance company general account
should note that pursuant to regulations issued pursuant to Section 401(c) of ERISA (the ‘‘General
Account Regulations’’), assets of an insurance company general account will not be treated as ‘‘plan assets’’
for purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of the Internal Revenue
Code to the extent such assets relate to contracts issued to employee benefit plans on or before the
‘‘applicability date’’ of the regulations promulgated under Section 401(c) of ERISA and the insurer
satisfies various conditions. The plan asset status of insurance company separate accounts is unaffected by
Section 401(c) of ERISA, and separate account assets are treated as the plan assets of any such plan
invested in a separate account.
14.1.3 Transfer Restrictions
Due to the following restrictions, purchasers of Ordinary Shares in the United States are advised to consult
legal counsel prior to making any offer for, resale, pledge or other transfer of the Ordinary Shares.
Each purchaser of the Ordinary Shares offered in the United States will be deemed to have acknowledged
that it has received a copy of this admission document and such other information as it deems necessary, if
any, to make an investment decision and will be deemed to have represented and warranted that (terms
used herein that are defined in Rule 144A are used herein as defined therein):
(i) it is (i) a QIB or a broker-dealer acting for a QIB, (ii) acquiring such Ordinary Shares for its own
account or for the account of one or more QIBs with respect to whom it has the authority to
make, and does make, the representations and warranties set forth herein and (iii) is aware and
each beneficial owner of such Ordinary Shares has been advised that the sale of Ordinary Shares
to it may be being made in reliance on Rule 144A;
(ii) it understands that the Ordinary Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or territory of the United
States and are being offered in the United States in reliance on Rule 144A only in a transaction
not involving any public offering in the United States within the meaning of the Securities Act.
The Purchaser understands and agrees that the Ordinary Shares may not be reoffered, resold,
pledged or otherwise transferred except (i) to a person whom the purchaser and any person
acting on its behalf reasonably believes is a QIB purchasing for its own account or for the account
of a QIB in a transaction meeting the requirements of Rule 144A, (ii) pursuant to an exemption
from registration under the Securities Act provided by Rule 144 thereunder (if available), (iii) in
an ‘‘offshore transaction’’ in compliance with Rule 903 or Rule 904 of Regulation S, (iv) pursuant
to any other exemption from the registration requirements of the Securities Act, subject to the
receipt by the Company of an opinion of counsel or such other evidence that the Company may
reasonably require that such sale or transfer is in compliance with the Securities Act or
(v) pursuant to an effective registration statement under the Securities Act, in each case in
accordance with any applicable securities laws of any state or territory of the United States or any
other jurisdiction. No representation can be made as to the availability of the exemption provided
by Rule 144 for resales of the Ordinary Shares and (b) in accordance with all applicable securities
laws of the states of the United States;
(iii) it acknowledges that the Ordinary Shares (whether in physical, certificated form or in
uncertificated form held in CREST) offered and sold hereby are ‘‘restricted securities’’ within the
meaning of Rule 144(a)(3) under the Securities Act, and that no representation is made as to the
availability of the exemption provided by Rule 144 for resales of Ordinary Shares. The purchaser
understands that the Ordinary Shares may not be deposited into any unrestricted depository
receipt facility in respect of Ordinary Shares established or maintained by a depository bank,
unless and until such time as such Ordinary Shares are no longer restricted securities within the
meaning of Rule 144(a)(3) under the Securities Act;
(iv) it understands that any offer, sale, pledge or other transfer of the Ordinary Shares made other
than in compliance with the above-stated restrictions may not be recognised by the Company;
(v) it represents that if, in the future, it offers, resells, pledges or otherwise transfers the shares, it
shall notify such subsequent transferee of the transfer restrictions and it will require such
transferee to execute a certificate acknowledging the same and it will deliver it to the Company;
160
(vi) it is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company, and is
not acting on behalf of an affiliate of the Company;
(vii) if it is acquiring the Ordinary Shares for the account of one or more investors, it represents that it
has sole investment discretion with respect to each such account and that it has full power to
make the foregoing acknowledgements, representations and agreements on behalf of each such
account; and
(viii) the Ordinary Shares (to the extent they are in certificated form), unless otherwise determined by
the Company in accordance with applicable law, will bear a legend substantially to the following
effect:
THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
‘‘SECURITIES ACT’’), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A
PERSON WHOM THE SELLER AND ANY PERSON ACTING ON ITS BEHALF
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT
TO AN EXEMPTION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (3) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(4) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY THE
COMPANY OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE THAT THE
COMPANY MAY REASONABLY REQUIRE THAT SUCH SALE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES OR ANY OTHER JURISDICTION. NO REPRESENTATION CAN BE
MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT FOR THE RESALE OF THIS SECURITY. FURTHER,
NO PURCHASE, SALE OR TRANSFER OF THIS SECURITY MAY BE MADE UNLESS
SUCH PURCHASE, SALE OR TRANSFER WILL NOT RESULT IN THE ASSETS OF THE
COMPANY CONSTITUTING ‘‘PLAN ASSETS’’ WITHIN THE MEANING OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(‘‘ERISA’’), THAT ARE SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ‘‘CODE’’). EACH
PURCHASER OR TRANSFEREE OF THIS SECURITY WILL BE REQUIRED TO
REPRESENT OR WILL BE DEEMED TO HAVE REPRESENTED THAT IT IS NOT, AND
IS NOT ACTING ON BEHALF OF, A PERSON WHO IS A ‘‘PLAN’’ THAT IS SUBJECT TO
TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE ‘‘PLAN ASSETS’’ AS DEFINED IN 29 C.F.R. 2510.3-101
AS MODIFIED BY SECTION 3(42) OF ERISA, AND THAT THIS REPRESENTATION
WILL REMAIN TRUE AND CORRECT AT ALL TIMES WHEN THIS SECURITY IS
HELD BY THE INVESTOR AND WILL BE SUBJECT TO RESTRICTIONS IN THE
COMPANY’S ARTICLES OF ASSOCIATION. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE FOREGOING, THIS SECURITY MAY NOT BE DEPOSITED INTO
ANY UNRESTRICTED DEPOSITORY RECEIPT FACILITY IN RESPECT OF ORDINARY
SHARES OF THE COMPANY ESTABLISHED OR MAINTAINED BY A DEPOSITORY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THIS SECURITY, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.
Prospective investors are hereby notified that sellers of Ordinary Shares may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The Company’s Articles of Association provide that each purchaser or transferee of a share will represent
and warrant or will be deemed to represent and warrant that it is not, and is not acting on behalf of, a
161
person who is a ‘‘plan’’ that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code or
an entity whose underlying assets include ‘‘plan assets’’ as defined in 29 C.F.R. 2510.3-101, and that this
representation will remain true and correct at all times when the Ordinary Shares are held by
a shareholder.
Any attempted transfer of an Ordinary Share which, if effective, would result in a violation of the foregoing
restrictions will result in such person becoming subject to the treatment provided to Non Qualifying
Shareholders as described in paragraph 4.16 in this Part VIII.
Regulation S Ordinary Shares
Each purchaser of the Ordinary Shares offered outside the United States in reliance on Regulation S and
each subsequent purchaser of Ordinary Shares outside the United States in resales prior to the date
40 days after the later of the commencement of the Offer and the closing date of the Offer will be deemed
to have represented and agreed that it is, at the time of the offer to it of Ordinary Shares and at the time
the buy order originated, outside the United States for the purposes of Regulation S (terms used in this
paragraph that are defined in Regulation S are used herein as defined therein).
In addition, until 40 days after commencement of the Offer, any offer or sale of the Ordinary Shares within
the United States by a dealer (whether or not participating in the Offer) may violate the registration
requirements of the Securities Act if such offer or sale is made otherwise than in accordance with
Rule 144A under the Securities Act or pursuant to another exemption from registration under the
Securities Act.
The Company, the Underwriters and their respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations and warranties.
15. AVAILABILITY OF DOCUMENTS
Copies of this document will be available free of charge to the public at the offices of Paul, Hastings,
Janofsky & Walker (Europe) LLP, 88 Wood Street, London EC2V 7AJ during usual business hours on the
date of Admission and on any weekday (Saturdays, Sundays and public holidays excepted) for not less than
one month thereafter.
Copies of the following documents will be available on the same basis, and at the same times for
inspection, at the offices of Paul, Hastings, Janofsky & Walker (Europe) LLP, 88 Wood Street, London
EC2V 7AJ from the date of this document until one month after Admission:
15.1
the Articles of Association of the Company;
15.2
the Accountant’s Report set out in Part VI of this document;
15.3
the consent letters referred to in paragraphs 1.2 and 1.3 of this Part VIII;
15.4
the letters of appointment of the Directors referred to in paragraph 5.2 of this Part VIII;
15.5
the Deed Poll referred to in paragraph 12 of this Part VIII above; and
15.6
CBRE Valuation Report.
Dated 13 October 2006
162
PART IX
SUMMARY OF APPLICABLE DUTCH COMPANY LAW
This Part provides an outline of Dutch company law which is applicable to (the holding of) the Ordinary
Shares. These provisions may also apply to depository receipts for such shares.
Dutch Squeeze-Out Proceedings
If a person or company or group of companies (the ‘‘Controlling Entity’’) hold at least 95% of the
Company’s issued share capital by nominal value for their own account, Dutch law permits the Controlling
Entity to acquire the remaining shares in the Company by initiating proceedings against the holders of the
remaining shares. The price to be paid for such remaining shares will be determined by the Enterprise
Section (Ondernemingskamer) of the Amsterdam Court of Appeal. A shareholder who holds less than 95%
of the shares, but in practice controls the Company’s general meeting of shareholders, could attempt
through a legal merger with another company or by subscribing to additional shares in the company (for
example in exchange for a contribution of part of its own business) to raise its interest to 95%.
Important Board resolutions to be approved by shareholders
Resolutions of the Board leading to an important change in the identity or character of the Company will
require the approval of the general meeting. This applies to resolutions in respect of:
(a) the transfer of most or all of the business;
(b) the entry into or termination of any long-term co-operation arrangement (including joint
ventures);
(c) the acquisition or disposal of participations with a value of at least one third of the balance sheet
total as per the most recently adopted annual accounts.
Remuneration policy for the members of the Management Board
It is a statutory requirement under Dutch law that the Company establishes a policy in respect of the
remuneration of the members of the Management Board. This policy must be adopted by the general
meeting. The policy will include all aspects of remuneration (including bonuses, stock options, and
severance payments).
Option and share plans for members of the Management Board must be approved by the General
Meeting. The plan must contain a maximum limit on the number of shares and options that may be
granted to members of the Management Board and must include all applicable criteria.
Right of putting items on agenda of general meeting
Persons holding at least 1% of issued share capital have the right to put items on the agenda for a general
meeting, on the condition that the Company has received the request not later than the fifteenth day prior
to the day of the meeting. The Management Board may refuse such request to put an item on the agenda if
this would prejudice the vital interest of the Company.
Insider trading
Section 46 of the Dutch Act on the Supervision of Securities Transactions 1995 (Wet toezicht effectenverkeer
1995, the ‘‘Dutch Securities Act’’) prohibits an insider to use inside information while performing or
effecting transactions in securities, listed on a recognised stock exchange, in or from The Netherlands or a
third country. In addition, it is prohibited for anyone, other than an insider, who knows or should
reasonably suspect to be in the possession of inside information, to use inside information while
performing or effecting transactions in securities in or from The Netherlands or a third country. The above
prohibitions also apply when trying to perform or effect transactions in listed securities. The
abovementioned prohibitions are equally applicable to—inter alia—(i) securities admitted to trading or for
which admittance to trading has been requested on a regulated market of an EEA member state or a third
country and to (ii) securities which value relates to the value of the admitted securities.
163
Tipping off
Section 46(a) of the Dutch Securities Act contains a prohibition for any person who is in possession of
inside information concerning a legal person, company or institution or concerning the trade in securities
in respect of that legal person, company or institution, other than as part of his normal duties, profession
or position (a) to communicate this inside information to a third party, or (b) to recommend a third party
to carry out or to cause to be carried out transactions in such securities.
Market abuse
Pursuant to Section 46b of the Dutch Securities Act it is prohibited to effectuate a transaction or trade in
securities (i) which sends out an incorrect or misleading signal with respect to the supply of, demand for or
price of those securities, (ii) in order to keep the price of those securities at an artificial level or, (iii) where
deception or deceit is employed; or to intentionally spread information which sends out or may imply an
incorrect or misleading signal with respect to the supply of, demand for, or price of securities.
Notification requirement
Section 47a of the Dutch Securities Act provides that persons who: (a) determine the day-to-day policy of
the company, (b) supervise the day-to-day policy of the company, (c) have a key function in the company
which enables them to take decisions related to the future developments and business prospects of the
company and therefore often have knowledge of inside information or (d) are designed in a regulation
promulgated under the Dutch Securities Act (‘‘Related Persons’’), should, ultimately on the fifth business
day after the date of the transaction, report to the company or the AFM, all securities transactions with
respect to the company, carried out or caused to be carried out for their own account. The notification may
be postponed until the moment the value of the aggregated transactions exceeds A5,000 whereby
transactions, carried out for the account of Related Persons should be added to the value of the
transactions carried out by persons mentioned under (a), (b) and (c) above.
In conformity with Section 47f of the Dutch Securities Act, the Company will adopt insider regulations,
containing rules governing the possession of and transactions in the Ordinary Shares by its managing
directors, supervisory directors, managers and employees.
Register and sanctions
The AFM keeps a register of all notifications made pursuant to the Dutch Securities Act, which register is
open for public inspection.
Non-compliance with the reporting requirements under the Dutch Securities Act constitutes an economic
offence under the Dutch Economic Offences Act (Wet economische delicten). Non-compliance may be
punished with criminal fines, administrative fines, imprisonment and other sanctions.
164
PART X
VALUATION REPORT
Milan, 13 October 2006
The Board of Directors
Herengracht 208
1016BS Amsterdam
The Netherlands
2JUN200621533855
CB Richard Ellis
Professional Services SpA
Via del Lauro 5/7
20121 Milano
Credit Suisse Securities (Europe) Limited (the ‘‘Joint Lead Manager and
Nominated Adviser’’)
One Cabot Square
London E14 4QJ
United Kingdom
Tel. 02.655670.1
Fax 02.655670.50
[email protected]
www.cbre.com
Deutsche Bank AG London (the ‘‘Joint Lead Manager’’)
Winchester House
LONDON EC2N 2DB
United Kingdom
Dear Sirs,
VALUATION OF SPAZIO INVESTMENT PORTFOLIO
1.
INSTRUCTIONS
In accordance with your instructions and authorisation letter we have been appointed to undertake the
valuation of the properties listed in the attached Schedules (the ‘‘Properties’’) in order to advise you of our
opinion of the market value of the Company’s freehold or leasehold interests in each of those Properties.
2.
COMPLIANCE WITH APPRAISAL AND VALUATION STANDARDS
The valuations prepared are in accordance with the definition of Market Value as defined in the RICS
Appraisal and Valuation Standards, 5th Edition (the ‘‘Red Book’’).
We have carried out the valuation as at 30 June 2006. All Properties have been inspected but not
measured, since it was agreed that we were to rely on the floor areas provided. We have performed our
valuation on the basis of data provided by the Company and we have not carried out any further
verification on this data.
Our report will contain the bases and assumptions on which our valuation is based.
3.
STATUS OF VALUER AND CONFLICTS OF INTEREST
We confirm that we have undertaken the valuations acting as External Appraisers as defined in the Red
Book, qualified for the purpose of the valuation.
4.
PURPOSE OF THE VALUATION REPORT
We understand that this valuation report and the Schedules (the ‘‘Valuation Report’’) are required firstly,
to confirm the current Market Value of the Properties to the directors of the Company, and secondly, for
its inclusion in an AIM admission document which investors will rely on in making their decisions to invest
in the Company.
165
5.
BASIS OF VALUATION
Unless otherwise stated within the report, we adopt ‘‘Market Value’’ (MV) and its interpretative
commentary as the basis of valuation in accordance with the current Practice Statements of the Appraisal
and Valuation Standards. The MV is defined as follows:
Market Value (MV)—the best price, at which the sale of an interest in property would have been completed
unconditionally for cash consideration on the date of valuation, assuming:
6.
a)
a willing seller;
b)
that, prior to the date of valuation, there had been a reasonable period (having regard to the
nature of the property and the state of the market) for the proper marketing of the interest, for
the agreement of price and terms and for the completion of the sale;
c)
that the state of the market, level of value and other circumstances were, on any earlier assumed
date of exchange of contracts, the same as on the date of valuation;
d)
that no account is taken of any additional bid by a prospective purchaser with a special interest;
e)
that both parties to the transaction had acted knowledgeably, prudently and without compulsion.
ASSUMPTIONS IN RESPECT OF THIS VALUATION REPORT
This valuation has been carried out according to the instructions received and on the basis of the building
documentation supplied to us by the Company.
However, there are a number of limitations inherent to this certificate which we should point out and
which can be summarised as follows:
a)
We have not had direct access to the title deeds of the Properties, though we have had access to
the legal due diligence reports which confirm the congruity and availability of the Properties’
documentation. We have made an assumption that the Properties have good and marketable
freehold or leasehold title in each case and that the Properties are free from rights of way or
easements, restrictive covenants, disputes or onerous or unusual outgoings.
b)
No research has been carried out relating to the cadastral, mortgage or other situations. No legal,
fiscal or financial aspects have been considered other than those explicitly quoted below.
c)
We have made an assumption that the Properties are free from any rot, infestation, adverse toxic
chemical treatments, and structural or design defects, as is apparent from the relevant surveys.
d)
We have not arranged for investigations to be made to determine whether high alumina cement
concrete, calcium chloride additive or any other deleterious materials have been used in the
construction or any alterations of any of the Properties. For the purposes of these valuations,
unless otherwise informed by the Company’s advisers, we have made an assumption that any such
investigation would not reveal the presence of such materials in any adverse condition.
e)
No mining, geological or other investigations have been undertaken to certify that the sites of the
Properties are free from any defect as to foundations. We have made an assumption that the load
bearing qualities of the sites of the Properties are sufficient to support the buildings constructed
thereon. We have also made an assumption that there are no abnormal ground conditions, nor
archaeological remains present, which might adversely affect the present or future occupation,
development or value of any of the Properties.
f)
No tests have been carried out as to electrical, electronic, heating, plant and machinery,
equipment or any other services, nor have the drains been tested. We have made an assumption
that all services to the Properties are functioning satisfactorily.
g)
No allowance has been made in these valuations for any items of plant or machinery not forming
part of the service installations of the Properties. We have specifically excluded all items of plant,
machinery and equipment installed wholly or primarily in connection with the occupants’
businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and
loose tools. Further, no account has been taken in our valuations of any goodwill that may arise
from the present occupation of any of the Properties.
166
h)
We have not done any investigation nor have we seen any reports in relation to the presence or
potential presence of contamination in land or buildings, and we assume that if investigations
were made to an appropriate extent then nothing would be discovered sufficient to affect value.
We have not carried out any investigation into past uses, either of the Properties or any adjacent
land to establish whether there is any potential for contamination from such uses or sites, and
have therefore assumed that none exists.
i)
We have made an assumption that the buildings have been constructed in full compliance with
valid local planning and building regulations approvals, that where necessary the Properties
comply with the legal requirements and standards and have all necessary certification and are not
subject to any outstanding statutory notices as to their construction, use or occupation. We have
made a further assumption that the existing uses of the Properties are duly authorised or
established and that no adverse planning conditions or restrictions apply.
j)
We have read copies of the leases or other related documents provided by the Company’s
advisors for the Properties for the purposes of our valuation. We have not undertaken
investigations into the financial strength of the tenants. Unless we have become aware by general
knowledge, or we have been specifically advised to the contrary we have made an assumption that
the tenants are financially in a position to meet their obligations. Unless otherwise informed by
the Company’s advisers we have also made an assumption that there are no material arrears of
rent or service charges, breaches of covenants, or current or anticipated tenant disputes.
However, our valuation reflects the type of tenants actually in occupation or responsible for
meeting lease commitments, or likely to be in occupation, and the market’s general perception of
their creditworthiness.
k)
The indications relating to the enquires carried out by us on the local real estate market place
represent, in our opinion, the market situation at the date of valuation. However, we cannot
exclude the possibility of the presence of further segments of demand and/or supply which may
alter, although not significantly, the unit parameters chosen and utilised by us.
l)
Computation of surfaces and all floor area data have been drawn from the documentation
provided by the owner.
m) 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.
7.
n)
The capital valuations and rentals included in this Valuation Report are net of any relevant Value
Added Tax at the prevailing rate.
o)
With regard to authorisations relating fire certificates, health and safety, etc. we have not carried
out verifications at the relevant authorities and, therefore, we cannot accept any responsibility
with regards to these authorisations.
VALUATION CRITERIA
Our valuations are made on the appropriate basis in accordance with the previsions and definitions of the
Appraisal and Valuation Standards unless otherwise specifically agreed and stated.
The valuation will be carried out on the basis of commonly used and accepted valuation criteria:
• Comparable or Market method, based on a comparison between the property in question and
other, similar properties recently disposed of or acquired on the same or competitive marketplaces.
• The Income method, based on the present value of the future potential income to be generated by
the property in question, calculated by capitalising this income stream at a market rate.
• The Discounted Cash Flow analysis, based on the discounting back of the future cash flows
generated by the property over a fixed holding period. At the end of this period, we assume the
property value as to be sold at a price obtained by capitalising the final year’s net income at a right
market capitalisation rate relating to investments similar to that in question.
• Highest and Best Use approach defined as the reasonably probable and legal use of vacant land or
an improved property, which is physically possible, legally permissible, financially feasible, and that
167
results in the highest value. Based on the analysis of the land or the properties as if vacant and
available to be improved, the highest and best use (‘‘development approach’’) of the appraised real
properties is concluded to be residential, office, commercial or industrial space. We have used the
Discounted Cash Flow to discount back the investment derived from development or
refurbishment. The approach is based on discounting, for a reasonable period, of net incomes
deriving from the deduction between incomes and cost of the development. Such a time period has
been considered as necessary either to built or refurbish and sell the development in order to reach
the maximum and best utilisation of the Property.
The above mentioned approaches will be either carried out individually or combined.
8.
VALUATION PROCESS
In order to value each Property, CB Richard Ellis Professional Services has carried out site inspections at
each building to verify property condition at the present time (quality, state of repair, particular
characteristics) and the consistency of the information provided by the owner (floor area, use and lease).
At the same time we carried out a local real estate market survey in order to gathered all useful data
(rental and capital values, stock availability, current market situation, etc.) to formulate correct valuation
considerations.
Those data have referred to all the different uses included within the subject properties, in order to
reach—after the expiry of the in force lease contract—the best asset worth under the assumption of the
sale comparison or income approach.
Data gathered on the local real estate market have been reconsidered on the basis of single property
specific characteristics and used to focus on the potential local market demand for each building.
Current lease contract
We have considered all information provided by the Company about the economic data of the present
lease contracts.
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 appraisers:
1.
ignoring any special receipts or deductions arising from the property;
2.
excluding Value Added Tax and before taxation
3.
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 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.
Monetary data
Monetary data used in this analysis (prices, rents, costs, etc.) derive from different sources such as local
market survey, our data bank and specialised real estate publications, and they refer to the date of the
valuation.
As final consideration, all cash flows in this analysis take into account the effect of expected inflation.
Rates
In our valuation we considered three different rates, as follows:
• rate 1 used to discount rent linked to the in force lease contract;
• rate 2 used to discount both costs connected to renewal works and future rents (optimisation of the
property);
• final capitalisation rate, used to capitalise the optimised income stream.
168
Each of these rates consider spread, lack-of-liquidity risk premium and real estate risk premium.
Percentage of equity considered is equal to 50%.
Areas
The present valuation is based on instructions and data given by the Company. We did not measure any of
the Properties although based on our physical inspection we could retain the figures provided by the client
as reasonably accurate.
Special assumptions
It is normal procedure in Italy to carry out real estate valuation not considering selling costs. Therefore we
did not deduct any cost that could emerge during the selling process such as taxes, legal costs, agency fees
etc.
We did not consider any money saving or deduction for any kind of direct/indirect taxation.
Each building has been appraised individually and not as part of a real estate portfolio.
Valuation has been performed according to generally accepted methodologies and criteria and in
particular, the following valuation criteria have been applied:
Discount Cash Flow Analysis
The valuation has been carried out considering the income stream coming from each Property’s rent; at
the end of the lease contract (note ‘‘Lease Contract’’ paragraph) we supposed a period of refurbishment
works for building renewal or transformation in order to let/sale the available floor area at current market
level; in case of a future lease of the Property, the optimised income stream has been finally capitalised.
Both refurbishment costs and final capitalised value have been discounted to the present time with specific
rates that take into consideration specific risks connected to the operation under analysis.
As result of this procedure we defined the value of each single property as a part of a real estate portfolio
generating income.
We have considered the following elements:
• gross annual rent income;
• indexation of present rent;
• time of occupancy as stated in the lease contract;
• renewal investment costs;
• time needed for renewal and for the signature of new lease contracts;
• new rents at current market level paid by new lessees and/or market value paid by buyers of the
Properties;
• discount and capitalization rates for each single building on the basis of its location and
characteristics.
Terminal Value
In order to determine the terminal value of the assets, we have considered their highest and best use. We
have assumed the tenant will vacate premises at the first tenant break option. At the end of the lease, we
have allowed on a per asset basis for a certain time frame to refurbish the assets to its highest and best use.
This time frame was estimated by us based on the maintenance condition of each asset and an analysis of
the market trend and varies from 1 to 2 years.
We have not taken into account any time to obtain planning permission as we have assumed that this would
have been obtained by the end of the considered lease period.
Considering all the above elements the Discounted Cash Flow analysis has been carried out to determinate
the Market Value of each asset.
169
CONCLUSIONS
On the basis of above criteria, analysis and methodologies, the Market Value of the subject portfolio as at
30 June 2006 was:
Euro 678,960,000.00 (Six Hundred Seventy Eight Million Nine Hundred Sixty Thousand Euro)
We attach to this Report the summary schedules reporting asset by asset the location, brief description of
the properties, market value and annual rent.
FINAL NOTE
For the purposes of Schedule Two of the AIM Rules we are responsible for this report as part of the AIM
admission document and declare that we have taken all reasonable care to ensure that the information
contained in this report is, to the best of our knowledge, in accordance with the facts and contains no
omission likely to affect its import. This declaration is included in the admission document in compliance
with Schedule Two of the AIM Rules
CB Richard Ellis Professional Services S.p.A. allows the disclosure of this Valuation Report for company
purposes as well as for extraordinary operations such as loans request, mergers, acquisitions etc. The
contents of this Valuation Report and Schedule may be used only for the purpose of this Valuation Report,
which is to form part of the AIM admission document for the Company.
Neither the whole nor any part of our report nor any references thereto may be included in the Advisors
documents nor published in any way without our prior written approval of the form and context in which it
will appear.
We trust that this report is satisfactory for your purposes.
Respectfully submitted,
CB RICHARD ELLIS
Professional Services S.p.A.
P. Angelo Castelnuovo
(President)
Francesco Abba
(Executive Director)
2JUN200621531672
2JUN200621530066
170
Code
Property
Description, Age & Tenure
Terms of Existing Tenancies
Net
Passing
Rent
(E p.a.)
Market
Value (E)
Spazio Industriale Fund
Telecom Portfolio
01000026 BEINASCO (TO)
Via A Di Nanni, 4
The telephone building is comprised
of one floor and a basement and an
outdoor green area. It features brick
cladding on the façades, stone
masonry at ground level, wooden
window frames, pitched roof, rolling
shutters with metal grids, ceramic
tiles in the restrooms, with linoleum
and tile flooring. Equipment and
machinery are in an adequate state
of maintenance and repair. They are
present partly on the floor and
partly in the basement. Glazed and
aluminium mobile partitions are
also present on the floor. At the
lease contract expiry date we
assume refurbishment works in
order to re-convert the asset into a
residential building for its eventual
sale.
The total building area is
999 sqm broken down as
follows: 16 sqm for office
use, 895 sqm for TLC
equipment and 88 sqm for
storage/archives. The
property is let to Telecom
Italia SpA with a lease
contract that expires in 2014.
45,717
720,000
01000182 TORINO
Via Giuditta Sidoli, 11/A
of four floors and a basement and
an outdoor courtyard. It features
brown rendered façades with a
white string course, pitched roof,
wood rolling shutters with metal
grids at ground floor level. The
property features linoleum flooring,
suspended ceilings and raised floors
in the office premises. The first
floor hosts equipments with mobile
partition walls, the second and third
floors are for office use. The
basement is used as a storage/
archive unit and technological unit.
At the lease contract expiry date we
order to re-convert the asset into
office use and market the property
for its eventual sale.
3,264 sqm and it is entirely
let to Telecom Italia SpA
with a lease contract that
expires in 2014. The areas
are broken down as follows:
1,100 sqm for TLC
equipment, 1,466 sqm for
office use and 698 sqm for
storage/archive use.
199,672
3,060,000
01003491 GOZZANO (NO)
Via Novara, 7
The telephone building dates back
to the 70s and is comprised of twofloors with a basement and an
outdoor vehicle area. It features a
reinforced concrete bearing frame
with pitched roof and rendered
façades with clinker cladding, pvc
rolling shutters with metal grids at
ground floor level, plasterboard
partition wall, glazed tile flooring.
The property is in an adequate state
of maintenance and repair. At the
residential use, garage and storage
use for its eventual sale.
1,322 sqm entirely for TLC
equipment use. it is fully let
to Telecom Italia SpA with a
lease contract that expires in
2011.
60,675
890,000
171
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
01008011 GALLIATE (NO)
Vicolo Maggioni, 3
to the 70s and is comprised of floors
and a basement with an outdoor
paved area. Part of the first floor
formerly occupied by TCL
equipment is now unused. The
property features a reinforced
concrete bearing frame, pitched
roof, rendered façades with clinker
cladding,wooden rolling shutters
with metal grids at ground floor
level, plasterboard mobile partition
walls, glazed tile flooring. The
property is in an adequate state of
maintenance and repair. We have to
point out the presence of damp on
the first floor ceiling. At the lease
contract expiry date we assume
refurbishment works in order to reconvert the asset into residential
use, garage and storage use for its
eventual sale
2,119 sqm entirely for TLC
equipment use. It is fully let
2014.
79,699
1,210,000
01008094 BELLINZAGO
NOVARESE (NO)
Via Foscolo, 6
to the 60s and it is comprised of
two floors and a basement and an
outdoor courtyard. It features a
pitched roof, rendered façades,
plasterboard partition walls, glazed
tile flooring. The property is in an
adequate state of maintenance and
repair. At the lease contract expiry
date we assume refurbishment
works in order to re-convert the
asset into residential use, storage
and auditorium for its eventual sale.
504 sqm entirely for TLC
equipment use. It is fully let
2011
25,648
310,000
01009829 SUSA (TO)
Corso Inghilterra, 41
of two floors and a basement. It
features brick cladding on the
façades, pitched roof, wooden
window frames with metal grids at
ground floor level, gres tile flooring
and mobile partition walls on the
first floor and linoleum flooring on
the floor. It is in an adequate state
residential use and garage for its
eventual sale.
1,197 sqm, it is let to
Telecom Italia SpA with a
2014. The areas are broken
down as follows: 46 sqm for
office use, 32s sqm for
storage/archive use and
1,119 sqm for TLC
equipment.
51,290
790,000
01023390 SAN MAURIZIO
CANAVESE (TO)
Via De Gasperi, 5
of two floors, a basement and an
outdoor area with 6 parking spaces.
It features brick cladding with stone
masonry at ground floor level,
double glazing, wooden window
frames with metal grids at ground
floor level, pitched roof, linoleum
flooring. Some of the rooms are left
unused. At the lease contract expiry
asset into residential use and
storage use for its eventual sale.
638 sqm it is let to Telecom
Italia SpA with a double net
TLC equipment, 99 sqm for
office use.
30,873
470,000
172
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
01027177 VOLPIANO
Via Raimondo, 20
of two floors and a basement. It is
equipped with an outdoor area used
as a car park. It features a
reinforced concrete bearing frame,
wooden window frames with metal
grids at ground floor level, linoleum
flooring and industrial flooring. The
floor is currently unused. At the
residential, retail units, garage and
storage unit for its eventual sale
954 sqm for TLC equipment
use; it is let to Telecom
43,215
680,000
01027425 AOSTA
Via Montmayeur, 25
of two floors, basement, and an
outdoor area used as a car park. It
features a reinforced concrete
bearing frame with brick cladding,
grids at ground floor level, ceramic
tile and linoleum flooring. The
property mainly hosts TLC
equipment. At the lease contract
expiry date we assume
refurbishment works in order to reconvert the asset into residential,
loft, garage for its eventual sale.
1,111 sqm 1003 sqm for TLC
equipment use and 108 sqm
for storage use; it is let to
2011.
51,298
900,000
01028068 CERANO (NO)
Via Ticino, 4/6
one floor and a large outdoor green
area. It features a traditional
with brick cladding, wooden window
frames with metal grids,
plasterboard partition walls, glazed
tile flooring. The property state of
maintenance and repair is adequate.
residential for its eventual sale.
754 sqm, entirely occupied
by TLC equipment. The
35,400
440,000
01031542 LANZO TORINESE
Viale Vittorio Veneto, 47
of two floors and a basement and a
paved outdoor area. It features
pitched roof, brick cladding on the
façades, wooden rolling shutters and
wooden window frames, linoleum
flooring, ceramic tiles in the
restrooms. The basement is used as
garage and partly occupied by TLC
equipment. The floors are used as
office and equipment use. At the
residential and garage for its
eventual sale.
2,401 sqm occupied by TLC
equipment. The property is
expires in 2014.
87,159
1,350,000
01031765 ARONA (NO)
Viale Berrini, 15/17
two floors and an outdoor paved
area. It features a reinforced
concrete bearing frame with
rendered façades, pitched roof,
grids at ground floor level, glazed
tile flooring. At the lease contract
refurbishment works in order to reconvert the asset into office use for
its eventual lease.
1,428 sqm broken down as
follows: 1,146 sqm for TLC
equipment, 91 sqm for
storage/archive use, 192 sqm
for office use. The property
is let to Telecom Italia SpA
expires in 2014.
78,056
1,240,000
173
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
01036897 DRUENTO (TO)
Via Velasco, 17
of two floors with a basement partly
with brick cladding and partly with
white rendered façades. The
property is equipped with an
outdoor paved vehicle area It
features reinforced concrete bearing
frame, wooden window frames,
granite edges and metal grids and
stone masonry at ground floor level.
residential use and garage for its
eventual sale.
1,328 sqm. The areas are
broken down as follows 105
sqm for office use, 209 sqm
for garages, 1,014 sqm for
TLC equipment. The
52,006
810,000
01039271 LA THUILE (AO)
Via Paolo Debernard
of one floor, a basement and an
outdoor green area. It features
rendered façades and pitched roof,
grids. The basement is used as
storage unit. At the lease contract
refurbishment works in order to reconvert the asset into residential use
and garage for its eventual sale
557 sqm occupied by TLC
expires in 2011.
31,925
560,000
01044230 SAINT VINCENT (AO)
Via Circonvallazione, 19
of three floors and a basement,
pitched roof covered with slate tiles,
rendered façades, wooden window
frames and wooden rolling shutters.
The premises are mainly occupied
by TLC equipment. At the lease
refurbishment works in order to reconvert the asset into residential use
and storage unit for its eventual
sale.
2,284 sqm, occupied by TLC
expires in 2014.
100,880
1,840,000
02000133 CERRO MAGGIORE (MI) The telephone building is comprised
Via Micca, 2
of one floor and a basement. It is
equipped with an outdoor paved
area in the front and a green area
in the back. It features a traditional
pitched roof, wooden window
frames and pvc rolling shutters,
clinker flooring in the equipment
premises and linoleum flooring for
office spaces, glazed tiles in the
restrooms. The property is in an
asset into residential use and
storage unit for its eventual sale.
1,385 sqm entirely occupied
52,416
820,000
02012286 STEZZANO (BG)
Via Simone Mayer, 6
577 sqm. The areas are
broken down as follows 61
sqm for office use 516 sqm
for TLC equipment. The
30,809
390,000
of two floors and a basement and a
paved and green outdoor area. It
hosts TLC equipment, storage and
offices. It features a traditional
pitched roof, pvc rolling shutters
mobile partition walls. The property
is in a good state of maintenance
and repair. At the lease contract
use, garage and cellar for its
eventual sale.
174
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02012435 BONATE SOTTO (BG)
Via G. Rossini, 1
of two floors, a mezzanine floor and
a basement. It features pitched roof,
rendered façades and a reinforced
concrete structure, wooden window
frames with metal grids, mobile
partition walls, linoleum flooring in
the equipment rooms and raised
floors in the offices and control
room. At the lease contract expiry
asset into residential use, garage
and cellar for its eventual sale.
1,000 sqm, 672 sqm for TLC
equipment, 292 sqm for
office use, 35 sqm for
storage/archive use. The
26,687
400,000
02012682 LOVERE (BG) Via Papa
Giovanni XXIII, 9
of two basement floors and one
floor. It features rendered façades,
wooden window frames and metal
grids, linoleum and ceramic tile
flooring, aluminium and glazed
mobile partition walls. The property,
which is in a adequate state of
maintenance and repair, is equipped
with a fenced green area and a
telecommunication antenna. At the
771 sqm, broken down as
follows: 714 sqm for TLC
equipment, 20 sqm for office
use, 37 sqm for storage/
archives. The property is let
2014.
32,620
450,000
02013904 CHIARI (BS)
Via Mellini, 1
of three floors and a basement and
an outdoor green area. It features a
frames and pitched roof; it hosts
offices, TLC equipment and it is a
good state of maintenance and
and storage for its eventual lease.
2,034 sqm mainly occupied
102,461
1,740,000
02014902 OLGIATE OLONA (VA)
Via Diaz, 8/10
to the 70s, it is comprised of one
floor and a basement, and an
outdoor vehicle area. The property,
which is in an adequate state of
maintenance and repair, mainly
hosts TLC equipment. It features a
traditional reinforced concrete
bearing frame with pitched roof,
brick cladding with stone masonry at
ground floor level, plasterboard
partition walls, glazed tile flooring.
for its eventual lease.
785 sqm, entirely occupied
24,841
430,000
175
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02015099 PARABIAGO (MI) VIA
San Michele, 101
of three floors and a small oudoor
paved courtyard. It features a
sloping roof, rendered façades,
linoleum and ceramic tile flooring,
concrete-and-glass concrete blocks
instead of windows on one side of
the building, wooden window frames
and fixed partition walls. The
property is in an adequate state of
maintenance and repair. At the
1,273 sqm, broken down as
follows: 86 sqm for garage
use, 1,035 sqm for TLC
equipment, 75 sqm for office
use 78 sqm for storage use.
The property is let to
2014.
66,224
1,090,000
02015164 CASSANO D’ADDA
Via Venezia, 9
of two units: one floor and a
basement and two floors and a
basement. The latter is a recent
construction. They feature a
with plastic cladding and stone
cladding at the bottom of the
buildings, double glazing and
wooden window frames. At the
follows: 973 sqm for TLC
equipment use and 129 sqm
for office use. The property
is let to Telecom Italia SpA
expires in 2014.
52,812
810,000
02015313 CASTIGLIONE OLONA
(VA)
Via Rosselli, 6
outdoor green area. The property
dates back to 70s and it mainly
hosts TLC equipment. It features a
bearing frame, pitched roof,
frames, plasterboard partition walls,
linoleum and glazed tile flooring. At
the lease contract expiry date we
residential use, garage and storage/
archives for its eventual sale.
612 sqm. The property is let
2011.
26,290
340,000
02016493 MOLTENO (LC)
Via S. Rocco, 16
of one floor and a basement. It
features a traditional reinforced
concrete bearing frame, clinker
cladding and stone masonry at the
botton of the building. At the lease
use, garage and storage/archives for
its eventual sale.
714 sqm entirely occupied by
TLC equipment. The
38,484
520,000
02017525 VALMADRERA (LC)
Via Roma, 51
of three floors, a basement and an
outdoor paved courtyard. It features
a traditional reinforced concrete
bearing frame, plastic cladding and
granite at base level on the façades,
linoleum and gres tile flooring, pcv
window frames with marble window
sills. At the lease contract expiry
and storage/archives for its eventual
sale.
888 sqm entirely occupied by
TLC equipment. The
64,550
850,000
176
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02017541 BARZIO (LC)
Via Roma, 110
The property is a telephone building
comprise two floors, a basement and
an outdoor paved area. It features a
bearing frame, with granular plastic
cladding on the façades, linoleum
and gres tile flooring. The property
is in an adequate state of
archives for its eventual sale.
follows: storage/archives 23
sqm, TLC equipment 857
sqm, offices 42 sqm.The
48,448
750,000
02018002 CARAVAGGIO (BG)
Via Mazzini, 1
clinker cladding façades with
wooden rolling shutters and wooden
window frames with metal grids,
pitched roof, linoleum and ceramic
tile flooring, mobile partition walls.
The property is in a adequate state
cellar for its eventual sale.
use and 549 sqm for TLC
expires in 2011.
26,873
320,000
02031633 CIVATE (LC)
Via La Santa, 70
divided into two portions. One floor
is used as garages and the other is
used for the main purpose. There is
also a basement and an external
vehicle area. It features a reinforced
concrete frame with plastered walls
and wooden window frames, pitched
roof, internal spaces feature the
typical standard office finishing.
Traditional and adequate fixtures
are also present within the building.
The building is in a good state of
lease contract termination we
order to re-convert it into an office
building for its eventual lease.
let to Telecom Italia spa
574 sqm in the basement,
558 sqm on ground floor,
and 256 sqm on first floor.
56,963
840,000
02033258 CASTELLANZA (VA)
Via Tito Speri, 5
with one floor above ground and a
basement level and an external
garden. It features a reinforced
concrete frame with plastered walls,
wooden window frames and a
pitched roof. Internal spaces feature
the typical standard finishing
according to its use. Traditional and
adequate fixtures are also present
within the building. The building is
in an average state of maintenance
termination we assume
refurbishment works in order to reconvert it into a residential building
940 sqm and it is entirely let
to Telecom Italia spa with a
TLC machineries.
49,547
720,000
177
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02033415 GAZZADA SCHIANNO
(VA)
Via Dante Alighieri
of one floor above ground, two
basement levels and an external
concrete frame with brick cladding,
rendered façades and a pitched
roof. Internal spaces feature the
typical standard finishing according
to its use. Traditional and adequate
fixtures are also present within the
building. The building is in an
average state of maintenance and
repair. At the lease contract
expires in 2011.
71,111
1,070,000
02034611 CHIUDUNO (BG)
Via Dante, 6
with two floors above ground and
an external vehicle area where the
telecommunication antenna stands.
It features a reinforced concrete
frame with plastered walls, rendered
façades, pitched roof, internal
spaces feature the typical standard
finishing according to its use.
The building is in an average state
order to re-convert it into a
sale.
office use and 483 spm for
TLC machineries.
24,284
290,000
02034728 CALOLZIOCORTE (BG)
Via Fratelli Calvi
of three floors above ground, a
basement level and an outdoor
pitched roof, and the internal spaces
feature the typical standard finishing
in a good state of maintenance and
221 sqm for office use, 304
sqm for deposits and
archives and 1,285 spm for
TLC machineries.
97,681
1,580,000
02038174 BALLABIO (LC)
Via Mazzini
with two floors above ground, a
flat roof, and the internal spaces
office use, 245 sqm for TLC
machineries.
33,633
480,000
178
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02042200 COCQUIO TREVISAGO
(VA)
Contrada Motto Dei Grilli
of one floor above ground, a
basement level, an outdoor vehicle
area and a garden. It features a
reinforced concrete frame with
plastered walls, pitched roof, and
the internal spaces feature the
2011. The area is entirely
used for TLC machineries.
45,151
700,000
02044768 BRIGNANO GERA
D’ADDA (BG)
Strada Provinciale 121
with two floors above ground and a
basement level with a garden
surrounding it. It features a
plastered walls and a pitched roof.
The internal spaces feature the
TLC machineries.
17,854
220,000
02045070 FIORANO AL SERIO
(BG)
Via Prato Porta, 10
basement level, and an outdoor
sqm for deposit and archives
and 1,688 sqm for TLC
machineries.
65,862
770,000
02047928 ROMANO DI
LOMBARDIA (BG)
Vicolo degli Orti, 1
of its use. Traditional and adequate
97 sqm at basement level,
989 sqm on ground floor
and archives and 986 sqm on
second floor. Most of the
area is used for TLC
machineries.
108,177
1,490,000
179
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02048256 BERBENNO DI
VALTELLINA (SO)
Strada Provinciale di
Berbenno
basement level, and a garden
surrounding the structure. It
features a reinforced concrete frame
with plastered walls, pitched roof,
and the internal spaces feature
building. The building is in a good
state of maintenance and repair. At
the lease contract termination we
sale.
TLC machineries.
37,206
360,000
02048348 OGGIONO (LC)
Via Milano
and the internal spaces feature the
typical standard finishing of its use.
sale.
49,696
650,000
02049056 VEDANO OLONA (VA)
Via I Maggio
and the internal spaces feature
sale.
27,952
380,000
02054643 ZOGNO (BG)
Via Ruggeri, 14
vehicle area where the
frame with plastered walls, pitched
roof, and the internal spaces feature
sale.
machineries.
66,106
880,000
180
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
03000778 TRENTO (TN)
Via Soprassasso, 9
sale.
deposit and archives and 788
sqm for TLC machineries.
45,270
720,000
03012435 CAVALESE (TN)
Via Marmolaia, 48
There is also a portion of land
covered in grass on which an
additional building may be built,
although its use may be limited only
to technological services. It features
a reinforced concrete frame with
the internal spaces feature typical
standard finishing according to its
use. Traditional and adequate
1,119 sqm at ground floor
and 542 sqm at first floor.
136,326
2,210,000
03023945 MEZZOLOMBARDO (TN) The property is a telephone building
Via Devigili, 48
frame with plastered walls, flat deck
sale.
deposit and archive and 538
27,013
440,000
181
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
04002899 SAN VITO AL
TAGLIAMENTO (PN)
Via P. Sarpi, 40
roof, and internal spaces have
typical standard finishing and differs
deposit and archives and 573
44,744
550,000
04021709 AZZANO DECIMO (PN)
Via Roma, 23
frame with plastered walls, flat roof
deck, and internal spaces have
refurbishment works in order to reconvert it into an office building for
its eventual sale.
2014. The areas are entirely
39,436
580,000
05001750 PORTO VIRO (RO)
Corso Risorgimento
consisting of two adjacent structures
both with two floors above ground.
roof, and internal spaces have
deposit and archives, and
809 sqm for TLC
machineries.
34,545
480,000
05003368 PORTOGRUARO (VE)
Via Degli Spalti
of three floors above ground. It
and internal spaces have typical
standard finishing and differs
in an acceptable state of
sale.
38,429
570,000
182
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
05003517 VENEZIA (VE)
Via Francesconi
The property is comprised of two
structures: The first is a telephone
building of three floors above
ground and a basement level. The
second is used as an electric cabin
with only one floor above ground.
They feature reinforced concrete
frames with plastered walls, the first
has a pitched roof while the second
has a flat roof deck. internal spaces
have typical standard finishing and
differs according to its use.
sale.
machineries.
87,660
1,550,000
05003814 MONTEBELLUNA (TV)
Via Manin, 7
frame with plastered walls, flat roof
deck, and internal spaces have
1,096 sqm at basement level,
1,665 sqm at ground floor,
1,633 sqm on the first and
321 sqm on the second.
208,003
3,150,000
05004127 VITTORIO VENETO (TV) The property is a telephone building
Via C. Battisti, 29
flat roof deck, and internal spaces
have typical standard finishing and
differs according to its use.
The building is in an acceptable
sale.
526 sqm on ground floor
and 526 sqm on the first.
76,698
1,100,000
183
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
05004333 PONTE NELLE ALPI (BL) The property is a telephone building
Via Zattieri, 15
an outdoor vehicle area. It features
plastered walls, flat roof deck, and
internal spaces have typical standard
finishing and differs according to its
552 sqm for TLC
machineries.
18,256
250,000
Via Passo Campalto
sale.
sqm for deposit and
archives, and 840 sqm for
TLC machineries.
56,449
1,040,000
Via Terraglio, 31
501 sqm for TLC
machineries.
32,419
500,000
05015545 CHIOGGIA (VE)
Viale Mediterraneo, 314
with two floors above ground. A
small portion has three stories, and
plastered walls and a flat roof deck
with a telecommunication antenna.
Internal spaces have typical standard
sale.
sqm for deposit and
archives, 1,581 sqm for TLC
machineries, and 123 sqm
for garages.
93,939
1,720,000
184
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
05015610 MIRA (VE)
Via Monte Nero, 6
with two floors, a basement and an
outdoor vehicle area. The building
structure is of mixed type:
reinforced concrete with plastered
walls. Internal spaces feature the
typical finishing for technical use.
sale.
to Telecom Italia spa has a
39,380
660,000
05019836 IESOLO (VE)
Via Cavalieri di Vittorio
Veneto, 6
The property is a two floor
telephone building with a basement
and an outdoor vehicle area. The
building structure is of mixed type:
of maintenance and repair. There is
a telecomunication antenna in the
courtyard. At the lease contract
The areas are broken down
as follows: 533 sqm for TLC
machineries.
40,067
760,000
Via Oriente
machineries and 128 sqm for
storage units and archives.
38,286
640,000
Via Duse
The property is a three floor
walls. 85% of internal spaces feature
the typical finishing for technical use
and only 15% is the typical standard
office finishing divited by mobile
partition walls. Traditional and
within the building. There is a
telecomunication antenna in the
courtyard The building is in an
1.643 sqm and it is entirely
let to Telecom Italia spa has
a contract that expires in
down as follows: 1.643 sqm
for TLC machineries.
119,175
1,910,000
185
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
05021196 NOALE (VE)
Via Ongari, 35
typical finishing for technical use,
only 15% is for office use.
910 sqm for TLC
machineries and it is entirely
2011.
48,172
620,000
05021303 SCORZE’ (VE)
Via IV Novembre, 2
only the 15% is for office use.
sale.
633 sqm for TLC
2011
29,731
430,000
05022111 DOLO (VE)
Via Arino, 3
walls. The 85% of internal spaces
feature the typical finishing for
technical use and only the 25% is
the typical standard office finishing
divided by mobile partition walls.
order to re-convert it into an office/
commercial building for its eventual
lease.
down as follows: 1.661 sqm
92,894
1,480,000
05022178 PORTOGRUARO (VE)
Via Zappetti
sale.
as follows: 68 sqm for office
use and 552 sqm for TLC
machineries.
23,832
360,000
186
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
05022665 TRECENTA (RO)
Via Manzono, 51
All the area of 512 sqm is
dedicated for TLC
machineries.
18,476
270,000
05022749 QUINTO DI TREVISO
(TV)
Via Ciardi, 101
telephone building and an outdoor
vehicle area. The building structure
is of mixed type: reinforced concrete
with plastered walls. The internal
spaces feature the typical finishing
for technical use. The first floor is
for residential use with two
apartments. Traditional and
The areas are fully occupied
by TLC machineries.
29,306
440,000
05022855 SAN VENDEMIANO (TV) The property is a two floor
Via Vittorio Veneto
walls. The 70% of internal spaces
technical use and only the 30% is
the typical standard office finishing.
sale.
668 sqm for TLC
2011. The area is in total of
668 sqm use for TLC
machineries.
31,345
490,000
05029199 CAORLE (VE)
Via Gritti
The total buildings area is
as follows: 66sqm for storage
units and archives. and 544
22,945
360,000
The property is comprised of of two
buildings. The major unit is a two
floor telephone building with a
basement and an outdoor vehicle
area. The second building is used as
a storage unit. The building
walls. Traditional and adequate
buildings. There is a
telecomunication antenna in the
courtyard. The buildings are in an
refurbishment works in order to reconvert them into a residential
building for its eventual sale.
187
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
06026039 BUSALLA (GE)
Via L. Frugone, 12
walls. Iinternal spaces feature the
There is a telecomunication antenna
in the courtyard. The building is in
an average state of maintenance and
repair. There is no the elevator. At
sale.
586 sqm for TLC
2011. The areas is of 586
36,268
570,000
06026070 COGORNO (GE)
Via Valparasio, 9
not the elevator. At the lease
contract termination we assume
as follows: 65 sqm for
storage/archive use and 480
47,018
710,000
06026179 GENOVA
Via Emilia, 12
walls. Internal spaces, feature the
There are 286 sqm dedicated to
office use and the rooms are
delimitated by mobile partition
1,090 Telecom Italia spa has
TLC machineries and 7 sqm
for storage units and
archives.
69,375
1,150,000
06026237 GENOVA
Via Antica Romana, 65
sale.
The area is of 823 sqm for
TLC machineries.
57,523
920,000
188
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
06026260 GENOVA
Via G. Trossarelli, 4
level and outdoor vehicle area. The
sale.
574 sqm for TLC
2014.
32,083
520,000
06026310 GENOVA
Salita Chiapparolo, 5
The property is a four floor
telephone building with a basement.
frame with brick cladding, rendered
façades and wooden window frames,
pitched roof, internal spaces feature
sale.
2014.
91,379
1,510,000
06026344 LAVAGNA (GE)
Via Legnano, 55
no elevator. A telecomunication
antenna is present in the courtyard.
At the lease contract termination we
sale.
615 sqm for TLC
2014.
52,756
890,000
06026427 RECCO (GE)
Via V. Veneto, 44/46
no elevator. At the lease contract
965 sqm and for TLC
machineries it is entirely let
89,141
1,390,000
189
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
06026484 SERRA RICCO’ (GE)
Via G. Caminata, 1
are also present within the building
that has no elevator. The building is
refurbishment works in order to reconvert it into a industrial/
production for its eventual sale.
704 Telecom Italia spa has a
43,169
640,000
06030668 COGOLETO (GE)
Via della Pace
sale.
849 sqm and for TLC
machineries it is entirely let
70,363
1,050,000
06030825 PIEVE LIGURE (GE)
Via XXV Aprile, 233A
sale.
789 sqm Telecom Italia spa
has a contract that expires in
TLC machineries and 15
sqm for storage units and
archives.
55,130
790,000
06030858 ARENZANO (GE)
Via di Francia, 19
lease.
2,550 sqm Telecom Italia spa
2014.
141,800
2,160,000
190
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
06030924 RAPALLO (GE)
Via S. Maria, 40
The property is a four floor with a
basement telephone building with a
basement and an outdoor vehicle
area. The building structure is of
mixed type: reinforced concrete with
plastered walls. Internal spaces
technical use. The offices are
divided by mobile partition walls.
sale.
4,525 sqm Telecom Italia spa
2014.
303,600
5,270,000
06601567 GENOVA
Via F. Maritano
telephone building an outdoor
with plastered walls. Internal spaces
technical use. Traditional and
810 sqm Telecom Italia spa
2014.
57,797
990,000
07000851 FORLI’ (FC)
Via F.lli Cangini, 14
telephone building an outdoor
with plastered walls. Internal spaces,
and 656 sqm for TLC
machineries.
46,110
720,000
07002451 CESENA (FC)
Via Marzolinio, 1
The property is a four floor with a
basement telephone building an
down as follows: 1,031 sqm
for garage and storage units
and archives. and 3,309 sqm
for TLC machineries and
office.
241,772
3,910,000
191
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
07002758 CESENA (FC)
Via Capuana
The property is composed of two
buildings. A telephone building with
two floors, a basement and an
outdoor vehicle area, and an office
building with two floors. They
feature a reinforced concrete frame
with brick cladding, clinker cladding
façades and wooden window frames,
order to re-convert the asset into an
office building for its eventual lease.
426 sqm for office use and
926 sqm for TLC
machineries, 411 sqm for
storage units and archives
and 147 sqm for garages.
94,262
1,350,000
07002766 PIACENZA (PC)
Via Bramieri, 10-12
telephone building with an outdoor
rendered and clinker cladding
façades with wooden and aluminium
window frames, pitched roof,
internal spaces feature the typical
standard office finishing. Traditional
and adequate fixtures are also
present within the building. The
building is in a good state of
warehouse for its eventual lease.
1,947 sqm, completely used
for TLC machineries, and it
is entirely let to Telecom
Italia spa with a lease
32,491
580,000
07002915 FORLI’ (FC)
Via Eritrea, 7
klinker cladding façades with
wooden window frames, pitched
residential use for its eventual sale.
TLC machineries, 4 sqm for
38,561
620,000
07002931 CASTROCARO TERME
(FC)
Via D.Alighieri, 37
klinker cladding façades with
wooden window frames, pitched
The building is in a fairly good state
TLC machineries, 64 sqm
archives.
28,966
430,000
192
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
07011106 FORLI’ (FC)
Via Padulli, 15
The property is a one floor
rendered façades with wooden
window frames, deck roof, internal
office finishing. Traditional and
in a fairly good state of
office use for its eventual sale.
archives.
51,026
610,000
07045948 SAN MAURO PASCOLI
(FC)
Via Cavour
residential and retail use for its
eventual sale.
archives.
34,511
480,000
08012047 BIBBIENA (AR)
Via D.Alighieri
rendered and stone cladding façades
with wooden window frames,
sale.
archives.
26,964
450,000
08012138 CORTONA (AR)
Via Italia, 16
rendered façades with aluminium
1,057 sqm for TLC
56,923
940,000
193
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
08012278 SANSEPOLCRO (AR)
Via Del Petreto
and an outdoor vehicle area. It
with brick cladding, rendered
façades with wooden window
frames, deck roof, internal spaces
feature the typical standard office
finishing. Traditional and adequate
building. The building is in a fairly
repair.At the lease contract expiry
asset into a residential and garage
for TLC machineries, and it
is entirely let to Telecom
Italia spa with a lease
79,730
1,200,000
08012286 STIA (AR)
Via Trento
a reinforced concrete frame, the
façades have brick cladding on
ground floor and are plastered on
first floor, pitched roof, and internal
spaces feature typical standard
finishing differing according to its
670 sqm and is entirely let
lease contract expiring in
24,598
390,000
08013276 CASCINA (PI)
Strada Statale Tosco
Romagnola 519
internal spaces feature typical
standard finishing differing
1,275 sqm and is entirely let
TLC machineries.
58,856
860,000
08013474 VOLTERRA (PI)
Via S. Giusto—Borgo S.
Stefano, 17
concrete frame, façades have stone
covering on ground floor and are
plastered at the upper levels,
pitched roof with the
telecommunication antenna, and
refurbishment works in order to reconvert it into a residential, storage
and garage use for its eventual sale.
office use, 110 for deposit
and archives, and 1,042 sqm
62,034
940,000
194
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
08022012 AREZZO (AR)
Strada Statale UmbroCasentinese, 71
The property is composed of three
buildings: a telephone building of
three floors above ground, a
covering on ground floor and are
plastered at the upper levels,
pitched roof with the
refurbishment works in order to reconvert it into a lab building for its
eventual sale.
office use, 1,134 for deposit
and archives, and 263 sqm
40,522
590,000
08022301 VICOPISANO (PI)
Via Mascagni, 2
The property dates back to the 80s
and is composed of a one floor
vehicle area. It features rendered
façades, a reinforced concrete
frame, deck roof with tarmac
membrane, pvc rolling shutters,
wooden window frames with single
glazing. The outdoor area is
delimited by a fence. Internal spaces
feature typical standard finishing
differing according to its use.
sale.
543 sqm for TLC
machineries.
22,053
310,000
08022384 PONSACCO (PI)
Via San Piero, 15
and is composed of two-floor
vehicle area. It features brick
cladding at first floor level and
rendered façades at second floor
level, reinforced concrete frame,
pitched roof with tarmac membrane,
pvc rolling shutters, wooden window
frames with single glazing. The
outdoor area is delimited by a
fence. Internal spaces feature typical
for storage and archives.
42,392
710,000
195
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
08022400 SAN GIOVANNI
VALDARNO (AR)
Via Lucheria
units with one floor each with a
paved outdoor vehicle area where a
telecommunication antenna is
present. Both units features deck
roof, precast beams and pillars,
painted panels on the façades, metal
window frames with grids, linoleum
flooring. The main unit is used as a
garage, whilst the smaller one is for
offices, equipment and machinery,
storage, common rooms and
classrooms use. Internal spaces
order to re-convert it into a retail/
handicraft building for its eventual
sale.
with a lease contract
expiring in 2014. The areas
144 sqm as storage/archives,
134 sqm for TLC
office use, 1,190 sqm as
garages.
41,607
560,000
08023564 MONTEVARCHI (AR)
Via Sante Tani
to the 80s and is comprised of
three-floors with a paved outdoor
concrete bearing frame with pillars
and beams, brick cladding at ground
floor level a string course and
rendered façades on the upper part,
pitched roof, pvc rolling shutters,
wooden window frames. Traditional
building is in an average state of
sale.
1,304 sqm. The property is
entirely let to Telecom Italia
spa with a lease contract
1,198 sqm for TLC
for office use.
59,827
1,060,000
08024471 SAN GIULIANO TERME
(PI)
Via Vecchilizia, 70
to the 80s and is comprised of one
floor with a paved outdoor vehicle
concrete bearing frames with T
beams and pillars, insulated panels
on the façades, deck roof, metal
grids on windows, fixed partition
walls, linoelum and gres tiles
flooring. Traditional and adequate
812 sqm. The property is
are mainly occupied by TLC
machineries.
24,282
350,000
196
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
08056838 POPPI (AR)
Acc. A via in prossim. SS 70 to the late 80s and is comprised of
della Consuma
one-floors with a paved outdoor
concrete bearing frames with beams
and pillars, rendered façades, deck
roof, metal grids on windows, fixed
partition walls, linoelum and gres
tiles flooring. Traditional and
769 sqm.The property is
730 sqm for TLC
machineries, and 39 sqm for
office use.
29,965
400,000
08057588 SAN MINIATO (PI)
Strada statale ToscoRomagnola, 67
to the late 80s and is comprised of
two-floors with a paved outdoor
vehicle area. It has a rectangular
shape and a reinforced concrete
bearing frames with T beams and
pillars, insulated panels on the
façades, deck roof, metal grids on
windows, fixed partition walls,
linoelum and gres tiles flooring.
handicraft building for its eventual
sale.
1,369 sqm.The property is
1,177 sqm for TLC
storage/archives, 97 sqm for
office use.
34,862
530,000
08058487 PONTEDERA (PI)
Via Niccolaioni
two-floors with a paved outdoor
vehicle area, where a
present. It features a reinforced
concrete bearing frames with T
beams and pillars, insulated panels
on the façades, deck roof, metal
grids on windows, fixed partition
walls, linoelum and gres tiles
refurbishment works in order to reconvert it into an industrial building
392 sqm for storage/archives,
492 sqm for office use, 1,374
113,243
1,910,000
197
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
08058610 FAUGLIA (PI)
Via Casaferri, 28/A
one-floor, a basement and a paved
outdoor vehicle area where a
and pillars, rendered façades,
pitched roof, metal grids on
sale
35,995
530,000
08605352 CASCINA (PI)
ia S.C. Cammeo, 22
two-floor, a basement and a paved
reinforced concrete bearing frames
with beams and pillars, rendered
façades, pitched roof, metal grids on
sale.
679 sqm for TLC
storage/archives.
32,574
450,000
09001693 FERMO (AP)
Via Recanati, 29
three floors, a basement and a
paved outdoor vehicle area. It
frame, brick cladding on the
façades, fixed and mobile partition
walls, pitched roof, linoleum
flooring, raised floor in the control
room, and gres tile flooring, internal
spaces feature typical standard
finishing differing according to its
refurbishment works in order to reconvert it into office use for its
eventual lease.
1,205 sqm, mainly occupied
by TLC machineries. The
property is entirely let to
Telecom Italia spa with a
2014.
70,156
1,260,000
198
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
09001842 PERUGIA
Via Fermi snc
three floors, and a paved outdoor
concrete frame, brick cladding on
the façades,, pitched roof, linoleum
flooring, and gres tile flooring,
refurbishment works in order to reconvert it into residential use for its
eventual sale.
867 sqm, mainly occupied by
TLC machineries. The
2014.
42,625
660,000
09001917 FOLIGNO (PG)
Via Mazzini 24
The property is used as a telephone
building and a portion on the
ground floor hosts retail units. It is
comprised of three floors, a
basement and a loft. It features a
reinforced concrete frame, rendered
façades with stone masonry at
ground floor level, fixed and mobile
partition walls, pitched roof,
linoleum flooring and gres tile
flooring, internal spaces feature
typical standard finishing differing
in very good state of maintenance
and repair as it has been renovated.
order to re-convert it into office use
by TLC machineries, and is
expiring in 2014.
140,703
2,190,000
09003004 FOLIGNO (PG)
Via Ariosto
The property consists of three
separate structures, two of which
are used as a telephone building
and its annexed offices and the
remaining one, is used as garages.
They have two two floors ground
and features a reinforced concrete
frame with rendered façades,
pitched roof, and internal spaces
order to re-convert it into office use
by TLC machineries, and is
expiring in 2014.
187,424
3,090,000
199
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
09003780 TERNI (TR)
Località Gabelletta, 14
an external fenced vehicle area. It
with plastered walls, rendered
façades, pitched roof, internal
finishing according to its use.
sale.
archives.
16,450
230,000
09004549 CITTA’ DI CASTELLO
(PG)
Via Dante Alighieri
concrete frame with rendered and
clinker cladding façades, wooden
window frames and plastic rolling
shutters, pitched roof, and internal
refurbishment works in order to reconvert the asset into an office
for TLC and office, and it is
that expires in 2014.
96,283
1,730,000
09004754 BASTIA (PG)
Viale della Repubblica
buildings: the first one is partly of
two floors above ground and partly
of one; the second is a one floor
building. The asset also is comprised
of a fenced external area. It features
a reinforced concrete frame, façades
have stone covering on ground floor
and are plastered at the upper
levels, pitched roof with a
1,058 sqm for TLC
storage units and 439 for
garages.
53,484
910,000
200
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
09013615 NARNI (TR)
Via del Giglio
buildings of one floor above ground,
also comprising a fenced external
covering, pitched roof with a
372 sqm for TLC
office, 106 sqm storage units
and 362 sqm garages.
25,999
410,000
09016410 TERNI (TR)
Via Chienti
telephone building comprising an
reinforced concrete frame with brick
cladding, rendered façades with
wooden window frames and iron
grill, deck roof, internal spaces
finishing. Traditional and adequate
asset into a residential building for
its eventual sale.
TLC machineries, 7 sqm for
16,118
250,000
09026534 GUBBIO (PG)
Via del Perilasio
telephone building with a basement,
attic and an outdoor vehicle area. It
façades with wooden window frames
and plastic rolling shutters, deck
The building is in average state of
order to re-convert the asset to
office and garage use for its
eventual lease.
1656 sqm and it is entirely
551 sqm for TLC
storage units and 552 sqm
for archives.
82,485
1,260,000
09029082 AMELIA (TR)
Via del Mattatoio
rendered and stone cladding façades
with wooden window frames and
plastic rolling shutters pitched roof,
sale.
for office units and 29 sqm
for archives.
18,616
290,000
201
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
window frames and iron grill, deck
for garages.
20,243
280,000
09046557 MONTEPRANDONE (AP) The property is a two floor
SPT senza via
with palstc rolling shutters, pitched
The building is in poor state of
residential and garage use for its
eventual sale.
sqm for warehouse and
archives.
26,102
440,000
10001230 MINTURNO (LT)
Via Luigi Cadorna
façades have brick cladding on
ground floor, deck roof, and
sqm for warehouse and
archives.
34,365
540,000
10001271 TERRACINA (LT)
Viale Europa, 1
façades have brick plastered on
ground floor, pitched roof, wooden
external windows and metal rolling
shutters. Internal spaces feature
2014. The areas are mainly
47,003
740,000
09045559 ASSISI (PG)
Via Diaz
202
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
10007740 MINTURNO (LT)
Via Privata da Via Recillo
an outdoor parking area. It features
a reinforced concrete frame,
façades, flat roof deck, metal
windows and internal spaces feature
2014. The areas are splitted
office use and 1,542 sqm for
TLC machineries.
34,256
590,000
10009290 APRILIA (LT)
Via A. Toscanini
façades, flat pitched roof, metal
refurbishment works in order to reconvert it for residential and light
industrial use for its eventual sale.
51,280
930,000
10010017 FORMIA (LT)
Via Ascatiello
of three floors above ground and an
outdoor parking area. It features a
reinforced concrete frame, façades,
flat roof deck, metal windows and
its eventual lease.
2014. The property is mainly
used for TLC machineries,
with annexed office and
storage areas.
200,420
3,440,000
10010082 FONDI (LT)
Via Madonna delle Grazie
façades, flat roof deck, metal
1,060 sqm, mainly for TLC
machineries, and it is
expiring in 2014.
40,887
680,000
203
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
a reinforced prefabricated concrete
frame, façades, flat roof deck, metal
in an poor/average state of
sale.
604 sqm, mainly for TLC
expiring in 2011.
14,482
210,000
11002329 AVEZZANO (AQ)
Via Nazionale Sauro angolo to the 80s and is comprised of two
Via Vittorio Veneto
floors with a paved outdoor vehicle
rendered and clinker cladding
and plastic rolling shutter, pitched
order to re-convert it into a office
1,788 sqm, mainly for TLC
machineries. The property is
expiring in 2014.
83,248
1,380,000
11002600 ROCCARASO (AQ)
Viale dei Tigli
machineries.
87,868
1,370,000
10050138 FABRO (TR)
to the 80s and is comprised of two
floors and a basement with a paved
pitched roof with a
telecommunication antenna, wooden
The building is in average state of
sale.
204
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
11003053 SILVI (TE)
Traversa Via C. Colombo, 6 telephone building with an outdoor
wooden window frames, flat roof
deck, internal spaces feature the
The building is in poor state of
sale.
510 sqm.The property is
machineries.
38,402
940,000
11003319 ALBA ADRIATICA (TE)
Via Cesare Battisti
to the 70/80s and is comprised of
three-floors. It features a reinforced
concrete bearing frame with pillars
and beams, pitched roof, pvc roll up
shutters, wooden window frames.
sale.
1,855 sqm, mainly used for
2014.
92,987
1,650,000
11004895 TAGLIACOZZO (AQ)
Via delle Selve
two floors above ground, and a
paved outdoor vehicle area where a
and pillars, rendered façades,
pitched roof, metal grids on wooden
windows, linoelum and gres tiles
building. The building is in average
sale.
20,915
380,000
11017897 GIULIANOVA (TE)
Via Cupa
three floor and a paved outdoor
vehicle area where a
concrete bearing frame structure,
rendered façades, pitched roof,
metal grids on windows, fixed walls,
linoleum and gres tiles flooring.
The building is in a poor state of
sqm for TLC machineries
and 360 sqm for garages.
50,141
740,000
205
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
11018762 SANT’EGIDIO ALLA
VIBRATA (TE)
Strada provinciale Vicinale
of two-floors and a paved outdoor
concrete frame, pitched roof, metal
windows, fixed partition walls and
gres tiles flooring. Traditional and
582 sqm for TLC
office.
37,989
540,000
11022293 L’AQUILA (AQ)
Via Giosué Carducci
of three floors and a paved outdoor
concrete frame, brick cladding on
the façades, fixed and mobile
partition walls, pitched roof,
linoleum flooring, raised floor in the
control room, and gres tile flooring,
its eventual lease.
for office.
53,247
870,000
12034066 CAGLIARI (CA)
Viale Italia, 132
with two floors above ground. It
frame, façades, flat roof deck, metal
windows with plastic roll up shutters
and internal spaces feature typical
for office.
38,591
670,000
12034165 MILIS (OR)
Via Roma
The property is an floor telephone
building with an outdoor vehicle
window frames, pitched roof, and
building is in a poor state of
sale.
sqm for storage rooms.
16,006
240,000
206
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
with two floors above ground. It
frame, façades, flat pitched roof,
metal windows with plastic roll up
shutters and internal spaces feature
TLC machineries, and is
expiring in 2014.
37,672
600,000
12034223 SANT’ANTIOCO (CA) Via The property is a two floor
della Resistenza
telephone building, also comprising
an outdoor vehicle area where a
The building structure is in
walls, while internal spaces are
delimited with brick walls and
feature typical finishing for technical
refurbishment works in order to reconvert the property into a
sale.
sqm for storage and
TLC machineries.
35,619
580,000
12034256 SANLURI (CA)
Via Deledda, 13
telephone building and also is
comprised of an outdoor vehicle
area, where a telecommunication
antenna stands. The building
structure is in reinforced concrete
with plastered walls, while internal
spaces are delimited either by brick
walls or by mobile partition walls,
and feature typical finishing for
refurbishment works in order to reconvert the property into an office
TLC machineries.
23,438
410,000
12034298 SAN GAVINO
MONREALE (CA)
Via Vittorio Emanuele III,
20
telephone building, also is
area. The building structure is in
delimited either by brick walls or by
mobile partition walls, and feature
order to re-convert the property
into a residential building for its
eventual sale.
TLC machineries.
15,615
290,000
12034215 QUARTU SANT’ELENA
(CA)
Via Barletta
207
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
12034389 GAVOI (NU)
Via Pio XII
telephone building and also is
delimited by brick walls and feature
typical finishing for technical use. It
has a flat roof deck on which a
positioned. Traditional and adequate
sale.
office, 41 sqm for storage
and archives, and 404 sqm
16,044
260,000
12034447 MACOMER (SS)
Via Ariosto
telephone building structured in
reinforced concrete and plastered
the typical finishing for technical
refurbishment works in order to reconvert the property into an
sale.
lease contract expirying in
storage and archives, and
513 sqm for TLC
machineries.
28,873
510,000
12038687 SARROCH (CA)
Via Toscana
is in reinforced concrete with
plastered walls, while internal spaces
are delimited by brick walls and
building.The building is in an
repair.At the lease contract
sale.
TLC machineries.
14,603
200,000
208
Code
Property
12039172 MACOMER (OR)
The property is formed by three
Strada Provinciale senza Via buildings and an outdoor vehicle
area, the main structure being used
as a telephone building and
consisting of three floors above
ground, a basement level, and a
telecommunication antenna
positioned on its roof. The second
and third buildings have one floor
above ground, the first being used
as a storehouse and the second as
offices. The building structures are
in reinforced concrete with plastered
walls and there are traditional and
adequate fixtures also present within
the buildings. The buildings are in
refurbishment works in order to reconvert the property into an office/
lease.
3,518 sqm used for TLC
machineries, office and
storehouse, and is entirely
expirying in 2014.
12039420 SINISCOLA (NU)
Via Fabio Filzi
eventual sale.
12039834 ASSEMINI (CA)
Via Ticino, 6
eventual sale.
209
Net
Passing
Rent
(E p.a.)
Market
Value (E)
108,541
1,800,000
545 sqm for TLC
machineries.
16,730
290,000
1,067 sqm for TLC
machineries.
22,310
360,000
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
walls, while the internal spaces are
eventual sale.
TLC machineries.
18,065
300,000
12040931 ELMAS (CA)
Strada Statale 130 del Sulcis of one floor above ground and an
spaces are delimited by brick walls
sale.
560 sqm, entirely used for
TLC machineries, and is
expirying in 2014.
17,291
300,000
12040980 CARBONIA (CA)
Via Lucania
The property consists of two
buildings and an outdoor vehicle
area where a telecommunication
antenna stands. The main structure
is used as a telephone building
which consists of three floors and a
basement level, while the second is
of one floor above ground and is
used as a storehouse. The building
structures are in reinforced concrete
with plastered walls and traditional
present within the buildings. The
buildings are in an average state of
eventual sale.
office and 842 sqm for TLC
machineries.
40,558
650,000
12041020 TORTOLI’ (NU)
Via Boccaccio
walls, internal spaces are delimited
by brick walls and feature the
eventual sale.
2014.
19,023
330,000
12039842 TERRALBA (CA)
Via Trudu
210
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
12041137 PULA (CA)
SPT 195
of one floor above ground and an
outdoor vehicle area where the
walls and internal spaces feature
eventual sale.
TLC machineries.
35,581
530,000
12041186 SINNAI (CA)
Via Leonardo Da Vinci
of one floor and an outdoor vehicle
area where the telecommunication
antenna stands. The building
with plastered walls and internal
spaces feature typical finishing for
sale.
523 sqm for TLC
machineries.
13,974
230,000
12042101 ALES (OR)
Via IV Novembre, 5
refurbishment works in order to reconvert the property to an office/
sale.
TLC machineries.
15,753
260,000
12042150 ISILI (NU)
Vico San Mauro
repair At the lease contract
sale.
2014.
14,550
240,000
211
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
12067215 SANTA GIUSTA (OR)
Strada Provinciale senza via telephone building with an outdoor
sale.
lease agreement expirying in
2011.
19,600
320,000
12067728 QUARTU SANT’ELENA
(CA)
Via Fiume
spaces feature brick walls and
are also present within the
building.The building is in an
repair.At the lease contract
residential building for an eventual
sale.
office use, 414sqm for
439 sqm for TLC
machineries.
32,469
490,000
12067884 CARLOFORTE (CA)
Via La Golfa
sale.
412 sqm for TLC
machineries.
13,564
230,000
13600254 MOLA DI BARI (BA)
Via B. Calvani, 36
an outdoor vehicle area where the
into an office/commercial complex
to Telecom Italia with a
269 sqm for TLC
machineries.
86,577
1,390,000
212
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
13601724 MARTINA FRANCA (TA)
Viale Europa
an outdoor vehicle area where a
walls, while internal spaces present
brick walls and feature typical
finishing for technical use.
of maintenance and repair. At lease
refurbishment works in order to reconvert the property into an office/
sale.
office use, and 622 sqm for
TLC machineries.
34,551
550,000
13601971 BITRITTO (BA)
Via De Nicola
consisting of two floors and an
outdoor vehicle area hosting a
telecommunication antenna. Its
spaces are characterized by brick
walls and feature typical finishing
for technical use. Traditional and
sale.
TLC machineries.
29,845
500,000
13602110 TARANTO (TA)
Via Cugini angolo Via
Masdea
The property consists of a telephone
building with two floors above
ground and an outdoor vehicle area.
eventual sale.
office, 12 msq forstorage
units and archives and 401
31,846
490,000
13602870 BRINDISI (BR)
Via Ruggiero De Simone 3,
5, 7
of six floors above ground and an
typology differs from other
structures of the same use, while the
structure remains the same:
walls, and internal spaces featuring
brick walls and typical finishing for
in a poor state of maintenance and
sale.
storage and archives, and 54
sqm for garages.
36,852
520,000
213
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
13855288 BITONTO (BA)
Via F. Ragni, 3
present brick walls and feature
There is a telecomunication antenna
on the flat roof deck. Traditional
eventual sale.
expirying in 2014. The areas
sqm for storage and
TLC machineries.
81,601
1,280,000
13855304 BARLETTA (BA)
Via Colletta, 25
consisting of two floors above
ground and a basement, also
comprising an outdoor vehicle area.
order to convert the property into
an office/commercial building for its
eventual lease.
2014.
43,123
730,000
13855312 CANOSA DI PUGLIA
(BA)
Via Rossi, 34
of two floors, a basement and an
outdoor area. The façades on
ground floor feature marble
cladding, while they are plastered in
the floors; internal spaces feature
Equipments and machineries need
TLC equipments.
28,995
540,000
13855437 SANTERAMO IN COLLE
(BA)
Via Don Luigi Sturzo
of two floors and an outdoor area.
It features plastered walls at ground
and first floor, cladding with clinker
tiles and in marble tiles at the
ground floor (60 cm. stripe). There
is a telecommunication antenna in
the courtyard. The building seems
to be in good conditions of
maintenance. At the lease contract
refurbishment works in order to reconvert the asset into a residential
to Telecom Italia SpA with
storage use and 624 sqm for
TLC equipments.
24,406
400,000
214
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
13855544 BARI
Via Capitaneo
with two floors above ground, also
comprising an outdoor area. The
building structure is in reinforced
concrete with plastered walls, while
internal spaces are delimited with
finishing for technical use. There is
a telecommunication antenna in the
courtyard. The building is in a
sufficient state of maintenance and
464 sqm for TLC
machineries.
43,298
710,000
13855601 BARI
Via Loquercio, 38
of three floors above ground. The
concrete with plastered walls,
cladded with Klinker tiles, while
a telecommunication antenna on the
top. The building is in an average
eventual sale.
expires in 2014. The areas of
this building are used as
TLC equipments and offices.
99,577
1,430,000
13855676 BARI
Via Corrado, 16
use. There is a telecommunication
antenna in the courtyard. The
into an office building for its
eventual sale.
716 sqm for TLC
machineries.
56,593
920,000
13856021 BRINDISI
Via Rimini
eventual sale.
2011. The areas of this
building are used as TLC
equipments and offices.
18,681
300,000
215
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
13858001 TARANTO
Via Porta
use. The building is in an average
into a residential building with
storage spaces for its eventual sale.
777 sqm for offices, and
1.151 sqm for TLC
machineries.
71,510
790,000
13858019 TARANTO
Via Anguille angolo Viale
Ionio
of three floors above ground. The
residential building with storage
spaces for its eventual sale.
615 sqm for offices, 46 sqm
for storage and 412 sqm for
TLC machineries.
43,775
520,000
13866707 BARI
Via Marche, 1 BIS
of four floors above ground. The
finishing for technical use.There is a
telecommunication antenna in the
sale.
46,658
810,000
13868745 BARI
Strada Santa Caterina
basement. The building structure is
walls, cladded with Klinker tiles,
while internal spaces are delimited
with brick walls and feature typical
finishing for technical use. At the
into storage/archives for its eventual
lease.
78,749
1,200,000
216
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
13872531 CEGLIE MESSAPICA
(BR)
Via Bottega di Nisco
eventual sale.
for storage and 367 sqm for
TLC machineries.
26,235
420,000
13872820 MODUGNO (BA)
Via Paratiso Paradiso/ Vai
Pieve di Cadore
basement. The building structure is
walls, cladded with Klinker tiles,
while internal spaces are delimited
with brick walls and feature typical
finishing for technical use. The
into a residential building with
parking for its eventual sale.
61,906
850,000
13876169 MOLFETTA (BA)
Viale Gramsci
with two floors above ground. The
courtyard. The building is in a good
eventual sale.
for storage and 1.007 sqm
193,187
3,470,000
13876946 LATIANO(BR)
Via Cavour
eventual sale.
offices, 23 sqm for storage
and 404 sqm for TLC
machineries.
18,889
290,000
217
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
an outdoor area. The building
with plastered walls, cladded with
Klinker tiles, while internal spaces
are delimited with brick walls and
antenna on the roof. The building is
in a quite good state of
eventual lease.
51,905
800,000
13888719 SAN VITO DEI
NORMANNI (BR)
VIA Boemondo Mormanno The building structure is in
antenna on the roof. The building is
in a sufficient state of maintenance
sale.
and 551 sqm for TLC
machineries.
33,210
500,000
13888768 BRINDISI
Via Gran Bretagna
outdoor area. The building structure
plastered walls, cladded with Klinker
tiles, while internal spaces are
use. The building is in a quite good
into a storehouse for its eventual
lease.
18,972
320,000
13889337 GROTTAGLIE (TA)
Via Togliatti
spaces are delimited with brick walls
technical use. There is a
telecommunication antenna on the
roof. The building is in a good state
eventual sale.
offices and 614 sqm for TLC
machineries.
22,613
310,000
13885491 FRANCAVILLA
FONTANA (BR)
Via Fratelli Bandiera
218
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
13889626 FASANO (BR)
Piazzale Ugo La Malfa
of three floors above ground and an
outdoor area. The building structure
plastered walls, cladded with Klinker
tiles, while internal spaces are
use.There is a telecommunication
antenna on the top. The building is
in a quite good state of
eventual sale.
for storage and 1.261 sqm
74,228
1,340,000
13889972 PALAGIANO (TA)
Via San Francesco
building. There is a
courtyard. The building is in a good
eventual sale.
and 358 sqm for TLC
machineries.
24,320
360,000
13890277 CASTELLANETA (TA)
Piazza Europoa Unita
top. The building is in a quite good
eventual sale.
and 785 sqm for TLC
machineries.
35,589
520,000
13897025 VALENZANO (BA)
S.P. Loseto, 45
use. The building is in a good state
eventual sale.
storage and 516 sqm for
TLC machineries.
31,767
460,000
219
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
13897595 OSTUNI (BR)
Via Tenente Malpighi
spaces are delimited with brick walls
within the building. There is a
sale.
and 613 sqm for TLC
machineries.
48,251
870,000
13900977 GINOSA (TA)
Via della Pace
top. The building is in a quite good
eventual sale.
equipments.
23,862
370,000
13903575 SAVA (TA)
Via Genova
use. The building is in a sufficient
eventual sale.
equipments.
17,155
280,000
13903740 CONVERSANO (BA)
Via Positano
sale.
equipments.
19,331
330,000
220
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
14873885 SOLOFRA (AV)
Via Starza
use.There is a telecommunication
antenna on the top. The building is
27,247
410,000
14904136 BISACCIA (AV)
Via Lago Melella
of two floors (ground and first
floors), a terraced roof where a
telecommunication antenna stands
and an outdoor parking area. The
building is made of prefabricated
panels and quartz rendered façades.
adequate finishing for technical use.
Traditional fixtures are also present.
The state of maintenance and repair
is excellent. At the lease contract
termination refurbishment works are
envisaged in order to reconvert the
property into a residential building
to Telecom spa with a lease
storage and archives.
25,582
330,000
15858423 LAMEZIA TERME (CZ)
Via Francesco Nicotera, 50
The property is a telephone
building, with five floors, a
basement and an outdoor parking
area. The building is also provided
It features a reinforced concrete and
masonry frame with brick cladding
and stone cladding at ground level,
flat roof. Internal finishing and
fixtures are heterogeneous. The
state of maintenance and repair is
good. At the lease contract
let to Telecom spa with a
down as follows: 1,560 sqm
for TLC machineries, 118
sqm for storage and archives
and 867 sqm for office use.
133,111
1,560,000
15866624 CATANZARO (CZ)
Viale Cassiodoro, 85-87-89
The telepgone building has three
floors, a basement as well as an
outdoor parking area. The building
features reinforced concrete and
masonry frame, brick cladded and
plastic plastered façades with stone
cladding at ground level, flat roof.
Internal finishing and fixtures are
heterogeneous. The state of
maintenance and repair is sufficient,
the building needs refurbishment
works, which are envisaged at the
lease contract expiry date, in order
to reconvert the property to a
sale.
241 sqm for storage and
archives, 445 sqm for garage
office use.
75,764
880,000
221
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
Viale del Lavoro
of two floors and an outdoor vehicle
area. The building features
reinforced concrete and masonry
frame with brick cladding on the
façades and stone cladding at
ground level and a flat practicable
roof. Internal finishing and fixtures
are heterogeneous. The state of
maintenance and repair is sufficient;
the building needs refurbishment
work, which is envisaged at the
lease contract expiry date, in order
to reconvert the property to a
sale.
storage and archives, 466
and 151 sqm for offices.
27,842
370,000
16862045 PALERMO
Via Patti, 7
and an outdoor area where a
It has a reinforced concrete frame
with brick cladding, flat and
practicable roof. The internal spaces
technical use. Traditional fixtures
which has a sufficient state of
lease contract termination
refurbishment work is envisaged in
order to reconvert the property to
an office building for its eventual
lease.
2014. The area is used for
TLC machineries.
65,002
970,000
16862110 FICARAZZI (PA)
Via V.E. Orlando
The building is located between a
residential building and the
municipal library. It has three floors
and a technical space on the flat
roof. It features reinforced concrete
frame and brick cladding. The
finishing for technical use and
comprise the traditional fixtures, but
some spaces are unused. The state
of maintenance and repair is
sufficient. At the lease contract
The area is used for TLC
machineries.
28,849
450,000
16863027 SCIACCA (AG)
Via Mazzini
The property is comprised of a
three floor building with an
underground garage and an outdoor
area. It has a reinforced concrete
frame with brick cladding, flat and
refurbishment work is envisaged in
order to reconvert the property to
lease.
TLC machineries.
104,978
1,690,000
222
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
16864181 CARLENTINI (SR)
Str. Prov., 95
The irregularly shaped telephone
building has four floors and a
basement as well as an outdoor
vehicle area. It has a reinforced
concrete frame, brick cladded
façades and a practicable and flat
roof where a telecommunication
antenna stands. The internal spaces
which has an average state of
refurbishment works are envisaged
in order to reconvert the property
to a residential building for its
eventual sale.
office use.
37,795
470,000
16864934 MESSINA
Via Croce Rossa, 50
an outdoor vehicle area and an
underground garage. It features a
reinforced concrete and masonry
frame, plastered and rendered
façades and a flat roof where a
The internal spaces host equipments
and machineries but some spaces
are unused; finishing is
heterogeneous while traditional
fixtures are present. The building
has an sufficient state of
maintenance and repair, but at the
to an office building for its eventual
lease.
TLC machineries.
201,611
3,420,000
16865048 MESSINA
Vico Catena Pistunina
and a little courtyard. It is
irregularly shaped and features
reinforced concrete frame and brick
cladded façades. The internal spaces
are provided with the typical
Traditional fixtures are also present
within the building which has a
mediocre state of maintenance and
property to a residential building for
its eventual sale.
machineries.
29,105
480,000
16868497 SIRACUSA
Viale Epipoli
The property is a rectangular
shaped telephone building with one
floor, a basement and an outdoor
concrete frame with brick cladded
and rendered façades, flat roof. The
within the building which has a
storage and archives and 345
28,194
390,000
223
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
The telephone building has two
floors, a little basement and outdoor
vehicle and green areas. It features
rendered façades, flat and
practicable roof. Traditional fixtures
order to reconvert the property into
a manufacturing/handicraft factory
TLC machineries.
95,179
1,540,000
16884973 PALERMO
The building has one floor, a second
Via Saitta Longhi Camastra floor composed of a flat and
practicable roof and an outdoor
concrete frame, quartzy rendered
façades, flat and practicable roof.
within the building. The state of
maintenance and repair is good. At
the lease contract termination
eventual sale.
offices.
47,969
800,000
16885731 NOTO
(SR) Via Fazzello
The property is composed of a
telephone building with two floors
rectangular shaped building features
reinforced concrete frame, brick
cladded façades, flat and practicable
roof. The internal spaces feature the
within the building. The building
has an average state of maintenance
offices.
18,408
260,000
16888131 SANTA CROCE
CAMERINA (RG)
Via Pisacane
The property is a typical industrial
building. It is rectangularly shaped
and it is is comprised of only one
block with a flat and non practicable
roof and an outdoor area. The
building features reinforced concrete
frame and plastered walls. The
maintenance and repair is sufficient.
At the lease contract termination
eventual sale.
offices.
16,774
260,000
16884445 PALERMO
Via Modica
224
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
16890475 VILLABATE (PA)
Viale Europa
with two floors, an outdoor parking
area and a pylon for
telecommunication antennas. The
rectangular shaped building has
reinforced concrete frame, plastered
walls with façades covered with
brick cladding and flat and
is good. At the lease contract
storage and archives and 886
45,781
840,000
16891127 GELA (CL)
Via Ticino, 67
The property includes two buildings
with an floor, a basement and an
outdoor parking area. The central
core is used for telephone building,
it has reinforced concrete frame,
plastered walls and vaulted roof.
typical industrial finishing and
include traditional fixtures. The
building has a mediocre state of
maintenance and repair while the
other building has one floor and a
little basement, but it is not used.
order to reconvert the property for
retail use for its eventual lease.
TLC machineries.
73,069
1,130,000
16891242 RAFFADALI (AG)
Via Spoleto
The rectangular shaped building has
one floor, a second floor composed
of a flat and practicable roof where
a telecommunication antenna
stands. The building also includes
an outdoor area on two levels. It
has a reinforced concrete frame
with brick walls. The internal spaces
The first floor is essentially vacant.
is sufficient. At the lease contract
machineries.
17,065
280,000
16891309 PALERMO
Contrada Conte Federico
The rectangular shaped building has
one floor, a second floor composed
of a flat and practicable roof where
a telecommunication antenna
stands, a little tower where the
staircase is located and an outdoor
area. The building has a reinforced
concrete frame with brick walls. The
maintenance and repair is good. At
eventual sale.
machineries.
23,239
380,000
225
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
16897991 RAVANUSA (AG)
Via Buozzi
The telephone building is
rectangular shaped and it has two
floors of which one under the street
level, a first floor and a second floor
composed of a flat practicable roof
where a telecommunication antenna
stands. It is a typical industrial
building, it features reinforced
concrete frame and plastered walls.
eventual sale.
16,252
270,000
19010744 MILANO
Via Capodistria, 6
with two floors, a basement and a
large outdoor parking area where a
It has a reinforced concrete frame,
klinker rendered façades and
pitched roof. The internal spaces
feature partition walls and mobile
partition walls as well as the typical
property into offices for its eventual
lease.
TLC machineries.
172,573
2,740,000
19010751 CESANO BOSCONE (MI)
Via A. Vespucci, 3
The telephone building is developed
on different levels: one and two
floors and a basement. It is
surrounded by a perimetrical
pavement as well as outdoor green
and parking areas. The building
with brick cladding and stone
masonry at ground level, pitched
roof. The internal spaces feature the
eventual sale.
office use.
62,807
1,000,000
226
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19010777 CORSICO (MI)
The property is composed of a
Via Privata Dante Alighieri, building with two wings, one of
3
which has two floors and a
basement and the other one has one
floor and a basement. The property
also includes an outdoor parking
area. The building has a reinforced
concrete frame, with klinker brick
façades, stone masonry at ground
level and pitched roof. The internal
for technical use. Traditional fixtures
is sufficient. At the lease contract
office use.
136,789
2,140,000
19010918 ROZZANO (MI)
Via Monte Amiata, 20
The telephone building has two
floors and a basement, of which the
first floor is vacant. The building
hosts an outdoor parking area
stands. The building has reinforced
concrete frame, klinker rendered
façades and pitched roof. The
within the building. It has an
property into an office building for
its eventual lease.
TLC machineries.
116,345
1,930,000
19010967 SAN DONATO
MILANESE (MI)
Via Sanguinetti
The telephone building has four
floors, a basement with no lift and
an outdoor parking area. It has a
reinforced concrete frame, pitched
roof, brick cladding and rendered
façades at the superior level. The
building also is comprised of
traditional fixtures. Internally it has
repair while externally it is good. At
eventual sale.
2014. The surface is used for
TLC machineries.
99,482
1,810,000
19010983 SEGRATE (MI)
Strada Provinciale Cassanese with three floors, a basement and a
large outdoor surface. The building
has a reinforced concrete frame,
klinker rendered façades with
klinker cladding at ground level.
The internal spaces feature partition
walls and mobile partition walls as
well as the typical finishing for
technical use. The building also is
comprised of traditional fixtures and
has a mediocre state of maintenance
property into an office building for
its eventual sale.
office use.
73,555
1,120,000
227
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
Via S. Bovio
The telephone building has one
floor and a basement. It features
reinforced a concrete frame, pitched
roof, façades with red resin plastic
cladding and brick cladding at the
superior level. The building is
comprised of only some traditional
fixtures and its state of maintenance
and repair is scarse. At the lease
contract termination refurbishment
works are envisaged in order to
reconvert the property into an office
The spaces are used for
TLC machineries.
35,957
580,000
19011056 TREZZANO SUL
NAVIGLIO (MI)
Via E. Curiel
The property inlcudes a telephone
building with two floors, a basement
with no lift and an outdoor asphalt
paved parking area. The building
features reinforced concrete frame,
pitched roof, stone masonry façades
at ground level and klinker cladded
façades at the superior level. The
finishing for technical use and they
also comprise traditional fixtures.
Internally the building has an
repair while externally it is good. At
eventual lease.
2014. The spaces are used
58,790
900,000
Strada Consorziale Novegro shaped telephone building, with two
floors, a basement and an outdoor
green area. It features a reinforced
concrete frame with brick cladding
façades with stone wainscoting.
The building has an average state of
a residential building for its eventual
sale.
32,084
550,000
19011130 COLOGNO MONZESE
(MI)
Viale Marche
expires in 2014. The area
hosts TLC machineries.
106,600
1,710,000
also comprising an outdoor parking
reinforced concrete with stone
wainscoting, with brick cladding
façades at first floor and plastered
walls at the second. The external
good, while internal spaces feature
typical finishing for technical use
and they are in an average
condition. Traditional and adequate
building. At the lease contract
refurbishment works in order to
reconvert the property into an office
228
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19011205 ABBIATEGRASSO (MI)
Piazza Marconi, 27
telephone building and a basement,
with no lift, also comprising an
outdoor vehicle area. It is mainly
used for TLC machinery. It features
a reinforced concrete frame
structure, pitched roof, stone
wainscoting, plastered walls with
brick cladding in some parts.
Internally, the building is divided by
fixed partition walls and is
characterized by traditional and
adequate fixtures. The property is in
refurbishment works in order to reconvert it into a residential/
sale.
1,678 sqm for TLC
expires in 2014.
69,302
1,250,000
19011262 BINASCO (MI)
Via Beccaria, 2/4
The property is made up of two
telephone buildings with two floors
used for TLC machineries. The
whole property is provided with an
outdoor vehicle area with 4 parking
spaces. The two buildings feature
reinforced concrete frame, façades
covered with clinker cladding and
stone wainscoting, pitched roof.
Internally the two buildings are
characterized by division through
fixed plastered walls and mobile
within the two buildings. The
property has an average state of
sale.
for storage and archives, and
78 sqm for office use.
39,696
650,000
19011320 CERNUSCO SUL
NAVIGLIO (MI)
Via Leonardo Da Vinci, 34
telephone building, a basement and
an outdoor vehicle area. It is mainly
used for TLC machineries. It
frame, flat roof deck, and façades
partly with brick cladding (lower
part) and partly rendered.
fixed partition walls and is
adequate fixtures. The property has
1,661 sqm for TLC
expires in 2014.
73,652
1,190,000
229
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19011361 GAGGIANO (MI)
Via Marconi, 12/14
telephone building used for TLC
machineries, with an outdoor vehicle
area with six parking spaces. It
structure and plastered walls,
pitched roof. Internally it is divided
through mobile partition walls and
fixed plastered walls, and it is
equipped with traditional and
TLC machineries, and 120
sqm for office use.
39,823
720,000
19011668 SANGIULIANO
MILANESE (MI)
Via F.lli Baracca, 5
buildings connected to each other:
one has three floors while the other
only one, both has a basement.
They are mainly used for TLC
machineries. The whole property is
provided with a partially paved
outdoor area and feature reinforced
concrete frames, pitched roof,
plastered walls with the exception of
a portion covered with clinker
cladding. Internally they are divided
with fixed plastered walls.
are also present within the two
buildings. The property is in a poor
sale.
1,744 sqm for TLC
machineries, and 69 sqm for
office use.
97,786
1,570,000
19011833 SARONNO (VA)
Via Torino
telephone building and a basement
used for TLC machineries, and is
provided with a paved outdoor
parking area where a
located. It features reinforced
concrete frame, pitched roof,
plastered walls with façades partly
covered with clinker cladding.
Internally it is divided both through
fixed partition walls and through
mobile partition walls, and is
equipped with traditional and
4,164 sqm for TLC
machinerie and it is entirely
expires in 2014.
212,798
3,780,000
230
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19019034 VEDANO AL LAMBRO
(MI)
telephone building with basement
Via Acc. Via Monte Grappa used for TLC machineries, and is
bounded by an outdoor green area.
It features reinforced concrete
frame, pitched roof, plastered walls
and stone wainscoting. Internally it
is divided through fixed partition
walls and is equipped with
traditional and adequate fixtures.
The property is in an average state
sale.
880 sqm for TLC machinerie
and it is entirely let to
2014.
40,752
670,000
19019125 CALCO (LC)
Viale Rimembranze, 1
The property is an irregular-shaped
telephone building with one floor
and a basement and is bounded by
an outdoor green area. It features
reinforced concrete frame, plastered
walls and stone wainscoting.
partition walls. The property is in an
sqm for storage and
archives.
42,672
560,000
19019166 PADERNO D’ADDA (LC)
Via Ugo Foscolo, 1
telephone building and a basement
used for TLC machineries, provided
with a partially porphyry-paved
outdoor area. It features reinforced
covered with clinker cladding and
stone wainscoting. Internally it is
divided through fixed partition walls
and is equipped with traditional and
a good state of maintenance and
2011.
46,168
560,000
19019190 BARZANO’ (LC)
Vicolo della Torre, 7
telephone building with basement
used for TLC machineries, and is
provided with a partially paved and
partially green outdoor area. It
pitched roof, plastered walls with
façades partly covered with clinker
cladding and stone wainscoting.
Internally it is divided through fixed
partition walls and is equipped with
The property is in a good state of
sale.
2011.
30,495
440,000
231
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19020941 SEREGNO (MI)
Via Stefano da Seregno, 39
buildings: a telephone building of
four floors and a basement used for
TLC machineries and offices, and
the other for garage use of one
floor and a basement. Both are
provided with a paved outdoor
located. The two buildings feature
roof for the telephone building and
flat roof for the buiding for garage
use, plastered walls with façades
partly covered with clinker cladding.
Internally they are divided with
partition walls, and they are
refurbishment works in order to reconvert it into a building for office
4,313 sqm for TLC
machineries, and 1,675 sqm
for garage use.
247,193
4,200,000
19024786 MEDIGLIA (MI)
Via Galileo Galilei
The property is a two floor building
used for telephone and technical
machineries and it is surrounded by
a green area. It features a
klinker cladding façades and pitched
roof. Traditional and adequate
reconvert the property into a
sale.
TLC machineries.
43,977
720,000
19026146 MUGGIO’ (MI)
Via Luciano Manara
telephone building, rectangularly
shaped, comprising a basement with
no lift and a courtyard. The building
with resin plastic cladded and
rendered façades, pitched roof.
Internally, it has two staircases and
open spaces with partition walls. It
also features the typical finishing for
within the building. Internally the
building has an average state of
maintenance and repair while
externally it is good. At the lease
sale.
expires in 2014. The area is
115,313
1,820,000
232
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19028720 ARESE (MI)
Via Roma, 2
telephone building; it is comprised
of a basement with no lift and a
courtyard. The building structure is
in reinforced concrete with brick
cladded façades and pitched roof.
Internally the building features
partition walls and open space with
mobile partition walls; the typical
finishing for technical use are also
present within the building that is
also provided with traditional and
adequate fixtures. Internally the
building has a sufficient state of
externally it is good. At the lease
sale.
TLC machineries.
51,225
820,000
19029397 VIMERCATE (MI)
Via Pellizzari
telephone building, comprising a
basement with no lift but two
staircases, an outdoor area with 15
parking spaces and a garage in the
basement with 14 parking spaces.
reinforced concrete with resin
plastic cladded and rendered
façades, pitched roof. The internal
spaces feature partition walls in the
technical area and mobile partition
walls in the office one. The building
is also provided with typical
finishing for technical use and
The building has an average internal
state of maintenance and repair
while externally the state is good. At
sale.
138,909
2,480,000
19036244 MELEGNANO (MI)
Via Giovanni XXIII
The property is a four floor building
with a basement and an outdoor
vehicle area where a pylon for
telecommunication antennas stands.
The building is used for telephone
and technical machineries, except
for the second floor, which is
vacant. It features a reinforced
concrete frame with plastered and
rendered façades, pitched roof. The
lease.
268,016
4,350,000
233
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19037564 CESANO MADERNO (MI) The property is composed of a
Via Novara
building with three wings, also
comprising an outdoor vehicle area
and a green area where a
The central core is a four floor
telephone building with two
basements and a lift. It features a
plastered and rendered façades,
technical use. The building’s internal
state of maintenance and repairs is
average, while the external state is
good. The second wing is a one
floor building for office use; while
the third wing is an industrial
hangar used as a garage. At the
a residential/office building for its
eventual sale.
2014. The spaces of the
main core are used for TLC
machineries.
194,281
3,100,000
19041350 SEDRIANO (MI)
Via Magenta
and a lift. It also is comprised of an
outdoor in part asphalt paved and
in part green area, used for parking,
as well as a telecommunication
antenna. It features a reinforced
concrete frame with resin plastic
cladded and rendered façades,
pitched roof. The internal area
features partition walls and open
spaces. The building is also typically
finished for technical use and
traditional and adequate fixtures. It
has an internal average state of
external state is good. At the lease
sale.
105,538
1,650,000
19042580 DESIO (MI)
Via E. Fermi, 16
and a lift. It also is comprised of an
outdoor in part asphalt paved and
in part green area, used for parking.
frame with resin plastic cladded and
rendered façades, pitched roof. The
internal area features partition walls
and open spaces. The building is
also provided with typical finishing
for technical use and traditional and
adequate fixtures.The building has
an internal average state of
external state is quite good. At the
sale.
TLC machineries.
104,214
1,580,000
234
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19047142 CARATE BRIANZA (MI)
Via Cusani, 32
and an outdoor asphalt paved
parking area. It features a
technical use, but the first floor is
essentially vacant. Although the size
is very large, the building includes
only one internal staircase.
which has a good state of
into offices for its eventual lease.
2014. The area is essentially
151,437
2,540,000
19050567 BELLINZAGO
LOMBARDO (MI)
Via Donatori di Sangue
shaped telephone building with one
floor, a little basement and an
outdoor green area. It features a
plastic plastered and rendered
façades, stone masonry at ground
level, pitched roof. The internal
sale.
machineries.
29,626
420,000
19051094 PIEVE EMANUELE (MI)
Via Donatori del Sangue
with two floors, of which one is the
ground floor, essentially used for
equipments and machineries
whereas the first floor is used for
offices. The building is also has an
outdoor green area. It has a
rendered façades and pitched roof.
The building has an internal and
reinforced concrete external
staircases. The internal spaces
which has an average state of
in order to re-convert the property
eventual sale.
69,745
1,050,000
235
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19056671 CASATENOVO (LC)
Via di Lottizzazione
The property includes two buildings
with rendered façades, reinforced
concrete frame, pitched roof and an
outdoor area. One building has two
floors and it is currently unused.
The second building has two floors
and a basement and it is
characterized by the typical finishing
and fixtures. The state of
eventual sale.
TLC machineries and 1,078
sqm for office use.
101,063
1,300,000
19058339 CORNAREDO (MI)
Via Favaglie S. Rocco
an outdoor green area and an
ourdoor asphalt paved area with 20
parking spaces. It has a reinforced
concrete frame with rendered
façades and flat roof. The internal
eventual sale.
for storage and archives and
83,536
1,280,000
01000265 MONCALIERI (TO)
Via Nazario Sauro, 12
with a basement and a car parking
area with metal roofing in the
courtyard. An upper wing is used
for storage and machineries while
the other building separated by the
central core is used for garage. The
main building features brick
cladding façades and pitched roof.
sale.
use, 1,929 sqm for TLC
office use.
175,735
2,700,000
01028050 OLEGGIO (NO)
Via Sant’Antonio, 16
with a basement surrounded by a
large external area for parking and
it is used as a telephone building.
The two floors are used for storage
and machineries while the basement
is used for garages. The building
with the roof partly pitched and
partly flat, plastered walls with
façades covered, in part, with
clinker cladding. Traditional and
average adequate fixtures are also
sale.
office use.
79,726
900,000
236
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
01055541 VALTOURNENCHE (AO) The property is a two floor building
with a basement and an attic. The
building façade is characterized by
stone plinth in the lower part, and
plastered white walls in the upper
part. The structure features pitched
building. The building has an
643 sqm for TLC
expires in 2015.
24,944
610,000
02012484 CASAZZA (BG)
Strada Statale 42, 6
with a basement. The basement is
used for storage and TLC
machineries, the groundfloor for
offices, although partly empty. The
building features plastered walls that
are partly rendered with grey stones
and a pitched roof. Traditional and
547 sqm for TLC
expires in 2012.
21,294
310,000
02012542 CISANO BERGAMASCO
(BG)
Via Mazzini, 11
provided and a wide outdoor area
is positioned. The building features
plastered walls and a pitched roof,
while internally, the building is
divided by plastered brickwalls or
mobile partition walls with
aluminium frames. Traditional and
refurbishment works in order to reconvert it into a residential/office
building with commercial units on
ground floor for its eventual sale.
office use.
112,197
1,480,000
02014894 GORLA MINORE (VA)
Via Rovereto
green area where the
positioned. It features a pitched
roof, plastered walls with façades
partly covered with clinker cladding,
different heights according to the
different parts. Internally it features
brick partition walls, as well as
sale.
sqm for office use.
28,779
490,000
237
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02015008 CASSANO MAGNAGO
(VA)
Via Buttafava
telephone building with a basement.
The building is provided with a wide
outdoor vehicle area, where a
positioned, as well as some green
areas. The building features
reinforced concrete frame, flat roof,
and plastered walls with façades
partly covered with clinker cladding.
plastered brickwalls or mobile
1,497 sqm for TLC
office use.
100,600
1,220,000
02015032 SOMMA LOMBARDO
(VA)
Via Fontana
and an outdoor vehicle area with
some private green areas. The
frame, flat roof, plastered walls with
façades partly covered with clinker
cladding. Internally, the building is
mobile partition walls. Traditional
sale.
801 sqm for TLC
expires in 2015.
47,875
700,000
02015495 CHIAVENNA (SO)
Via G. Matteotti, 1
and an outdoor vehicle area, used
for TLC machineries and offices.
The building features a reinforced
concrete frame, pitched roof where
the telecommunication antenna is
positioned and plastered walls.
plastered brickwalls and it features
The building is in good conditions.
sale.
733 sqm for TLC
storage and 505 sqm for
office use.
80,563
1,080,000
238
Code
Property
02017475 LECCO (LC)
Corso Bergamo
02021378 SONDALO (SO)
Via Roma, 14
02021402 TIRANO (SO)
Viale Italia, 2
02022129 INDUNO OLONA (VA)
Via Mario Croci, 16
Net
Passing
Rent
(E p.a.)
Market
Value (E)
for TLC machineries. The building
frame, pitched roof, and façades
plastered brickwalls and mobile
partition walls and it is provided
with traditional and adequate
fixtures. The state of maintenance
and repair is excellent. At the lease
The property is a squared three
basement, sorrounded by a paved
outdoor area where a
positioned. The asset features a
roof, and plastered walls with the
façade of the ground floor covered
with stone plinth. Internally, the
building is divided by plastered
brickwalls while the internal spaces
are divided by mobile partition
walls, and features traditional and
adequate fixtures. The building has
used for telephone exchange,
provided with an external paved
roof with a telecommunication
antenna, and plastered walls with
stone plinth in the two façades
overlooking the public road.
partition walls, and it is provided
fixtures. The building is in a good
sale.
The property is a squared two floor
and an outdoor green area. The
building features a reinforced
plastered brickwalls and is provided
fixtures. The building is in an
522 sqm for TLC
expires in 2012.
44,823
570,000
sqm for office use.
35,946
490,000
sqm for office use.
42,630
640,000
sqm for office use.
52,965 750,000
239
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02022228 ARCISATE (VA)
Via Nicolò Sormani
and an outdoor green area, used for
TLC machineries. The building
frame, pitched roof, façades covered
with clinker cladding. Internally, the
brickwalls and it is provided with
sale.
505 sqm for TLC
expires in 2012.
32,547
440,000
02022335 CUNARDO (VA)
Via Galileo Galilei, 12
The property is formed of two
connected buildings provided with
an outdoor area: the first one is a
single storey building, while the
second counts two floor building.
Both are used for TLC machineries,
offices, storage. The buildings
feature reinforced concrete frame,
pitched roof, plastered walls.
plastered brickwalls, and is provided
sqm for TLC machineries,
37,929
480,000
02022384 GAVIRATE (VA)
Via Fermi, 17
and a wide outdoor vehicle, used for
TLC machineries. The building
pitched roof, plastered walls (first
floor), façades covered with clinker
cladding (mezzanine), stone plinth
façades (basement). Internally, the
brickwalls, and is provided with
order to re-convert itinto a
sale.
for office use.
62,000
980,000
02022400 LAVENO MOMBELLO
(VA)
Via Martiri della Libertà
frame, pitched roof, façades covered
sale.
63,981
1,000,000
240
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02028852 DALMINE (BG)
Via Sabbio, 2
The property consists of a
mezzanine floor (technological use)
and a basement used as garages,
surrounded by an outdoor green
area where a telecommunication
antenna is positioned. The building
features a pitched roof, plastered
walls with façades partly covered
with clinker cladding. Traditional
sale.
sqm for garage use, 575 sqm
for TLC machineries and
44,424
530,000
02032839 BODIO LOMNAGO (VA)
Via Bartolomeo Bai
telephone building, provided with an
outdoor green area, used for TLC
machineries. The building features a
antenna, plastered walls with
façades covered partly with clinker
divided by plastered brickwalls, and
it is provided with traditional and
570 sqm for TLC
expires in 2012.
30,766
460,000
02033407 VILLA D’ALME’ (BG)
Via Locatelli Milesi, 2
and is provided with a
outdoor area, also used for parking.
The building externally features
plastered walls, while internally, it is
provided with traditional and
adequate fixtures. The building is in
187 sqm for storage, 989
52,544
810,000
02034405 SERIATE (BG)
Via Italia
The property is a one floor building
with a basement, provided with an
outdoor area partly green and partly
paved for parking. The basement is
used for TLC machineries, the
ground floor is used as telephone
exchange and offices. The building
features pitched roof, plastered
walls, communication antenna. Both
externally and internally, it is
provided with ordinary fixtures. The
sale.
archives, and 1,425 sqm for
TLC machineries.
53,145
770,000
241
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02038984 PONTE NOSSA (BG)
Via Libertà, 23
The property is a one floor building
with a basement used for garage
and TLC machineries. The buiding
has an outdoor vehicle area—where
a communication antenna is
located—and is partly covered in
green. It features a pitched roof and
plastered walls. Internally, the
brickwalls or mobile partition walls
with aluminium frame. Traditional
sale.
720 sqm for TLC
expires in 2012.
28,033
320,000
02040162 BESOZZO (VA)
Via Cesare Battisti
provided with a paved vehicle area,
building features a reinforced
concrete frame, pitched roof, and
brickwalls or mobile partition walls,
and is provided with traditional and
251 sqm for office use, and
1,634 sqm for TLC
machineries.
72,576
1,180,000
02040352 CARDANO AL CAMPO
(VA)
Via Cesare Battisti
and it is used for TLC machineries.
The buiding is provided with an
roof and plastered walls. Internally,
the building is divided by plastered
and it is characterized by traditional
and adequate fixtures. The building
TLC machineries.
64,920
800,000
242
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02040998 CASTIONE DELLA
PRESOLA (BG)
Via Costa Salaer, 43
telephone building, bounded by a
large outdoor green area. The
building is used for TLC
machineries and offices and is partly
vacant. The building features
pitched roof with a
telecommunication antenna and
with aluminium frame, and it is
600 sqm for TLC
for office use.
58,109
1,100,000
02041012 COLICO (LC)
Strada Statale, 38
and an outdoor vehicle area where
the telecommunication antenna is
positioned. It features reinforced
concrete frame, framework in
perforated bricks in the floor,
concrete tiling, plastered walls and
stone plinth façades in the lower
part. Internally, the building is
mobile partition walls. It is
TLC machineries.
60,575
830,000
02042564 BAGNATICA (BG)
Via Calvi, 1
and an outdoor area that is partly
gardened and partly paved for
parking, used for TLC machineries.
The building features pitched roof
and plastered walls, while internally
it has traditional and adequate
fixtures. The asset presents itself in
TLC machineries.
36,469
430,000
02042838 OLGINATE (LC)
Via Spluga
The property is a rectangular one
basement and an outdoor area in
concrete floor tiles. The building
features reinforced concrete frame
with framework in perforated bricks
in the floor, pitched roof, and
plastered walls with granite
wainscoting. Internally, the building
is divided by plastered brickwalls
and is characterized by traditional
735 sqm for TLC
expires in 2012.
45,536
620,000
243
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02045047 VILLONGO (BG)
Via A. Volta
and it is provided with an outdoor
green area. The building features
pitched roof and plastered walls;
internally, the building is divided by
plastered brickwalls or mobile
partition walls, and it is
TLC machineries.
23,975
270,000
02045393 ROVETTA (BG)
Via Piave, 19
The property is a telephone
building, consisting of one floor and
a basement. It is surrounded by an
outdoor area that in part is green
area and in part it is asphalt-paved
for parking. The building is used for
TLC machineries and for offices.
The building features pitched roof
and plastered walls; internally the
is in an average state of
sale.
TLC machineries.
27,534
420,000
02046102 CUVEGLIO (VA)
VIA BRERA
incorporating with an outdoor green
area which is used for TLC
machineries. The building features
roof and plastered walls. Internally
566 sqm for TLC
expires in 2012.
28,819
370,000
02049023 LAVENA PONTE TRESA
(VA)
Via Campagna
it is provided with an outdoor green
area and is used for TLC
antenna, and plastered walls.
Internally the building is divided by
plastered walls, and is characterized
by traditional and adequate fixtures.
It is in an average state of
sale.
TLC machineries.
41,381
630,000
244
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
02052027 PONTERANICA (BG)
Via Unione
and an outdoor vehicle area with an
electric cabin. The building is used
for TLC machineries and offices. It
features externally pitched roof and
plastered walls and internally
traditional and adequate fixtures
and is in an average state of
sale.
TLC machineries.
26,041
390,000
02061473 SARNICO (BG)
Via delle Foppe, 1
and is provided with an almost
totally paved outdoor area, where a
located. The building features
pitched roof and plastered walls.
plastered walls or mobile partition
walls, and is characterized by
sale.
garage use.
62,799
800,000
02064873 ALZANO LOMBARDO
(BG)
Via Mearoli
and is surrounded by a paved
outdoor area with a
telecommunication antenna. The
machineries and offices, and
features pitched roof and plastered
walls. Internally the building is
divided by plastered walls or mobile
partition walls, and is characterized
by traditional and adequate fixtures.
The building has a good state of
sale.
506 sqm for TLC
23,764
320,000
03000166 EGNA (BZ)
Via Bolzano, 24
The property is regularly shaped,
with two floors and an attic
surrounded by a wide outdoor area
that is partly green and partly
paved, where a telecommunication
antenna is positioned. The building
is used for TLC machineries. It
pitched roof, and plastered walls
with stone plinth wainscoting.
plastered brickwalls, and is provided
refurbishment works in order to reconvert it into a building with
offices use for its eventual sale.
513 sqm for TLC
30,472
500,000
245
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
03000182 LAIVES (BZ)
Via Noldin, 4
with two floors and a basement used
for telephone exchange, and is
provided with a red porphyry paved
outdoor area. The building is used
pitched roof with a
sale.
for storage and archives, and
91 sqm for garage use.
55,184
860,000
03012765 LAIVES (BZ)
Via Maso Hilber, 13
The property is consists of two
buildings connected to each other,
with an outdoor area with a
telecommunication antenna: the first
one is a regularly-shaped buiding
with two floors and the second one
is a rectangular-shaped buiding with
one floor, used for storage. The
main building is used for TLC
machineries and features reinforced
plastered walls. Internally, this
brickwalls and is provided with
The other features reinforced
concrete frame, flat roof, and
plastered walls. The property is in a
315 sqm for TLC
machineries.
36,472
650,000
03014282 TRENTO (TN)
Via Maccani, 86
with three floors, a basement, and
an outdoor vehicle area. The
machineries and offices. It features
is located, plastered walls.
plastered brickwalls, while the
offices are divided by mobile
partition walls with aluminium
frame. It is provided with traditional
refurbishment works in order to reconvert it into an office building
with retail units on ground floor for
its eventual sale.
1,171 sqm for TLC
112,232
1,790,000
246
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
03024281 RIVA DEL GARDA (TN)
Via dei Tigli, 42
with one floor provided with two
facilities in the rear: the first is
attached to the main buiding, and
the other is separated and are both
used as garages. The whole property
is provided with an external area—
is located—that is partly green and
partly paved. The building is used
The building features reinforced
concrete frame, flat roof, walls
covered with pre cast panels.
partition walls with aluminium
frame. It is provided with traditional
has a good state of maintenance
909 sqm for TLC
sqm for garage use, and 156
sqm for office use.
73,753
1,290,000
04002162 MUGGIA (TS)
Via S. Giovanni, 8
telephone building with a partial
mezzanine, and is provided with an
is used for TLC machineries and
offices. It features reinforced
concrete frame and plastered walls
in two different colours in the upper
and lower part of the façade.
partition walls. It is provided with
sale.
garage use,16 sqm for
459 sqm for TLC
machineries.
27,829
440,000
04002279 TRIESTE (TS)
Via di Prosecco, 4
telephone building, provided with a
garage and an outdoor parking area.
The building is used for TLC
machineries and offices. The whole
frame and plastered walls with a
marked wainscot. Internally, the
brickwalls and mobile partition walls
with aluminium frame. It is
refurbishment works in order to reconvert it into a an office building
garage use, 31 sqm for
sqm for office use, and 314
43,324
640,000
247
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
04016774 GORIZIA (GO)
Via Concordia, 34
is used for TLC machineries and
offices. The building features
reinforced concrete frame and
masonry, walls plastered in two
different colours in the upper and
lower part of the façade. Internally,
508 sqm for TLC
expires in 2012.
17,744
250,000
04021790 CORMONS (GO)
Via Madonnina
outdoor parking area and a
machineries and offices. It building
and masonry, and plastered walls.
768 sqm for TLC
expires in 2015.
37,774
520,000
04026450 CORDENONS (PN)
Via Cervel
telephone building, with an outdoor
parking area and a
machineries and offices. The
frame and masonry, walls plastered
in two different colours. Internally,
919 sqm for TLC
expires in 2015.
45,200
720,000
248
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
05001602 ADRIA (RO)
Via Badini
The property consists of three
buildings with an outdoor vehicle
area and a telecommunication
antenna. The three buildings are
similar, although functionally they
have different uses: the first is a
three upper floor building in a
mediocre state with a basement in
critical conditions and used for
storage and offices; the second is a
two floor building rising at the base
of the telecommunication antenna,
used for telefone exchange and
storage; the third one is separated
from the other two and is used as a
generator. They feature reinforced
concrete frame, concrete floor,
pitched and flat roof, plastered
walls. Internally, the whole building
is provided with traditional and
a mediocre state of maintenance
expires in 201. The areas are
broken down as follows: 156
sqm for storage and
archives, 426 sqm for office
use, and 447 sqm for TLC
machineries.
55,443
620,000
05003442 SPINEA (VE)
Via Filande
The property is a two floor building,
provided with an external asphaltpaved area for parking. The building
is used for TLC machineries. The
frame, concrete floor, flat roof,
building is divided in the
groundfloor by plastered brickwalls
and in the first floor by mobile
maintenance and repair, except for
paving detachment in the
groundfloor. At the lease contract
1,042 sqm for TLC
expires in 2015.
51,230
820,000
05003657 ASOLO (TV)
Via Manin, 16
used as telephone exchange and an
for TLC machineries and only in
minimum part for offices. The
frame, plastered walls and stone
plinth wainscoting, pitched roof.
walls with aluminium frame, and it
is characterized by traditional and
474 sqm for TLC
machineries.
27,077
450,000
249
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
05004101 VILLORBA (TV)
Via Pio X
building is mainly used for TLC
machineries and only in part for
masonry, and plastered walls.
562 sqm for TLC
expires in 2012.
30,306
460,000
05004242 FELTRE (BL)
Via Roma
used for telephone exchange and an
mainly for TLC machineries and in
part for offices. The building
walls covered with marble slabs,
roof in copper plates. Internally, the
and 62 sqm for other uses.
41,330
580,000
05020073 CARBONERA (TV)
Via F. Baracca, 25
telephone building, mainly used for
TLC machineries and only in part
for offices. The building features
masonry, and plastered walls.
515 sqm for TLC
machineries.
24,166
320,000
05022699 SILEA (TV)
Via Callalta
outdoor area used for parking. The
reinforced concrete frame, and
plastered walls. Internally the
building is divided by plastered walls
or mobile partition walls, and it is
508 sqm for TLC
expires in 2012.
29,419 410,000
250
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
05022731 PAESE (TV)
Via Pravato, 8
telephone building, bounded by an
outdoor area with a
plastered walls. Internally the
or mobile partition walls with
aluminium frame, and it is
refurbishment works in order to reconvert it into an office building,
with retail units on ground floor, for
its eventual sale.
994 sqm for TLC
expires in 2012.
50,653
760,000
05022871 PIEVE DI SOLIGO (TV)
Via Marconi, 59
telephone building provided with a
telecommunication antenna and
bounded by an outdoor area. The
frame and masonry, and plastered
walls. Internally the building is
divided by plastered walls or mobile
partition walls, and it is
750 sqm for TLC
expires in 2015.
31,114
440,000
05025353 PREGANZIOL (TV)
Via Gramsci, 15
and plastered walls. Internally, the
937 sqm for TLC
machineries.
51,844
720,000
05025395 MOTTA DI LIVENZA
(TV)
Viale Venezia, 14
outdoor area and a
frame and plastered walls, pitched
roof. Internally, the building is
divided by plastered brickwalls and
mobile partition walls and is
594 sqm for TLC
expires in 2015.
30,905
430,000
251
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
05029710 LENDINARA (RO)
Via Giovanni XXIII
vehicle area comprising a small part
in green. It features reinforced
concrete frame, plastered walls,
pitched roof with a
‘‘pilotis’’ groundfloor is used for
parking, while the firstfloor is used
for telephone exchange. Traditional
sale.
713 sqm for TLC
expires in 2015.
26,804
370,000
06026369 MAGNANEGO (GE)
Via Giovanni XXIII, 57/A
telephone building. It has no lift
and features reinforced concrete
frame, plastered walls with stone
plinth wainscoting, flat roof. The
groundfloor is divided through fixed
partition walls, while the floors are
open space with some mobile
TLC machineries.
68,713
1,020,000
07002832 CASTEL SAN GIOVANNI
(PC)
Via F.lli Bandiera
vehicle area. The building is used
for TLC machineries and for offices.
frame, flat roof, while façades
Internally, the building is divided
through fixed partition walls and
traditional and adequate fixtures are
also present within the building. The
sale.
use, 137 sqm for garage use
and 734 sqm for TLC
machineries.
58,786
790,000
07027938 LUGAGNANO VAL
D’ARDA (PC)
Via Matteotti, 60
telephone building, comprising an
is mainly used for TLC machineries.
frame, pitched roof, plastered walls.
through fixed partition walls.
sale.
2012.
31,144
420,000
252
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
07045385 FIORENZUOLA D’ARDA
(PC)
Via S. B. da Chiaravalle
ang. Via Cappuccini
telephone building, with an outdoor
vehicle area. The building is mainly
used for TLC machineries and only
in part for offices. The building
frame, flat roof, plastered walls.
with fixed partition walls. Traditional
sale.
2015.
29,045
460,000
07045963 GAMBETTOLA (FC)
Via Udine
vehicle area with a
machineries and features a
plastified rendered walls, flat roof.
through fixed partition walls.
The building has a sufficient state of
sale.
storage and archives, 20 sqm
for office use, and 530 sqm
34,166
440,000
08012252 SAN GIOVANNI
VALDARNO (AR)
Via Giovanni XXIII, 15
asphalt and paved area used for car
parking. The building is mainly used
for TLC machineries and only in
part for offices. The building
features plastered walls and stone
plinth wainscoting. Internally the
sale.
use, and 1,171 sqm for TLC
machineries.
47,693
820,000
253
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
08021196 PISA (PI)
Via Luigi Bianchi, 68
is mainly used for TLC machineries
and features a reinforced concrete
frame and plastered walls
characterized by stone frames
surrounding the openings, pitched
roof. Internally the building is
divided by plastered walls and
mobile partition walls and is
adequate fixtures. The building
results to be in an average state of
sale.
963 sqm for TLC
machineries.
57,826
950,000
09002980 PERUGIA (PG)
Via Tuderte
with a basement surrounded by an
external parking area. The building
is mainly used for offices and TLC
reinforced concrete frame and floor,
pitched roof, brick cladding walls.
Traditional and average adequate
building. The building has a good
sale.
607 sqm for TLC
office use.
44,389
710,000
09003210 PORTO SANT’ELPIDIO
(AP)
Via Gran Sasso
frame, flat roof, façades covered
building is divided both through
fixed partition walls and through
poor. At the lease contract
refurbishment works in order to reconvert it into a building for an
office building use for its eventual
lease.
1,166 sqm for TLC
garage use, 65 sqm for
84,442
1,210,000
09003244 GROTTAMMARE (AP)
Via Crivelli
area that is partly paved for parking
use and partly green. The building is
mainly used for TLC machineries
frame and floor, pitched roof,
façades covered with clinker
divided through fixed partition walls,
and average adequate fixtures. The
sale.
sqm for storage and
archives.
23,942
400,000
254
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
09016154 SAN BENEDETTO DEL
TRONTO (AP)
Via Tevere
with an attic level, with a
telecommunication antenna located
in the external area which is partly
paved for parking use and partly
green. The building is mainly used
for TLC machineries and features a
roof, rendered walls with plastic
coating. Internally, the building is
divided both through fixed partition
walls and through mobile partition
building. The building is in a
sqm for storage and
archives.
38,509
700,000
09021964 PORTO SAN GIORGIO
(AP)
Via Giorgione
used for telephone exchange, and is
provided with an outdoor vehicle
area. The building is mainly used
for TLC machineries and features
roof, plastered walls. It is internally
characterised by fixed partition walls
and mobile partition walls.
The asset presents itself in a
for office use, 226 sqm for
garage use and 15 sqm for
storage and archives.
76,854
1,330,000
09028464 SANT’ELPIDIO A MARE
(AP)
Via Angeli
and is provided with an outdoor
area that is in part asphalt-paved for
parking use and in part green. The
machineries. It features a reinforced
concrete frame, flat roof, and walls
covered with plaster with resin
coating. Internally, the building is
divided both through fixed partition
walls and through mobile partition
sqm for garage use.
21,396
290,000
255
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
09047092 CASTEL DI LAMA (AP)
Traversa di Via Filzi
and it is provided with an outdoor
area that is asphalt-paved for
parking use. The building is mainly
frame, pitched roof, walls covered
with plastic plaster treated with
resin. Internally, the building is
divided by fixed partition walls and
is neon lighted. Traditional and
has a sufficient state of maintenance
and 64 sqm for garage use.
26,504
490,000
10000133 CISTERNA DI LATINA
(LT)
Via Enrico de Nicola, 2
The property consists of a four floor
building with a basement and an
outdoor vehicle area with some
green portions. The building is
mainly used for TLC machineries,
frame, flat roof with a
plastered walls. Traditional and
in a mediocre state of maintenance
2,043 sqm for TLC
machineries.
79,330
1,210,000
11028811 MONTEREALE (AQ)
Via Porta Marana
and is provided with a partly green
and partly paved external area. The
walls covered with plastic plaster
treated with resin,
telecommunication antenna.
both through fixed partition walls
and through mobile partition walls.
sale.
sqm for garage use.
21,478
320,000
256
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
12034124 DECIMOMANNU (CA)
Via Stazione
central court that is partly green
and partly paved. The building is
frame, flat roof with a
telecommunication, plastered walls
that in some parts are covered with
marble. Internally, the building is
divided through fixed partition walls.
The building is a sufficient state of
sale.
540 sqm for TLC
expires in 2015.
16,671
270,000
13857938 LATERZA (TA)
Via Virgilio
The property consists of a two floor
vehicle area, featuring a reinforced
concrete frame, and walls covered
with resin treated panels. The first
floor is divided by mobile partition
walls with finishing in laminated
plastic and aluminium frame.
The building is in an acceptable
sale.
454 sqm for TLC
machineries.
22,008
360,000
13857946 MASSAFRA (TA)
Viale Guglielmo Marconi
The property is a four floor building
used for TLC machineries, offices,
storage with an outdoor vehicle
reinforced concrete frame, walls
covered with plastic plaster. The
floors are divided by mobile
partition walls with finishes in
laminated plastic and aluminium
frame. Traditional and adequate
sale.
machineries.
61,433
1,080,000
257
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
Via del Lavoro ang. Viale
dell’Industria
storage and an outdoor vehicle area
is positioned. The building features
reinforced concrete frame, walls
covered with plastic plaster and with
clinker red tiles. The first floor is
divided by mobile partition walls
with laminated plastic and
aluminium frame. Traditional and
a sufficient state of maintenance
machineries.
35,334
520,000
Via U. Giordano
storage; and an outdoor area with a
frame, walls covered with plastic
plaster. The first floor is divided by
mobile partition walls with finishing
in laminated plastic and aluminium
frame. Traditional and adequate
building. The building is in a
machineries.
28,355
380,000
60,272
1,060,000
13886903 MONOPOLI (BA)
Via Canonico del Drago, 89 and an outdoor area with a
telecommunication antenna, used
for TLC machineries, offices,
storage. The building features
walls covered with clinker cladding
and, with marble in the lower part.
mobile partition walls with
laminated plastic and aluminium
frame, and it characterized by
sale.
258
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
13888503 SAN GIORGIO IONICO
(TA)
Via Enrico Mattei
building used for TLC machineries,
offices, storage. The building
plastered walls and a flat roof deck
The first floor is divided by mobile
partition walls with laminated plastic
and aluminium frame. Traditional
building has a sufficient state of
sale.
machineries.
30,500
490,000
14871616 LAURO (AV)
Via P. Lancellotti
with a garret. The building features
foundation plinths, reversed rafters,
red bricks walls, reinforced concrete
frame, pitched roof. Traditional and
refurbishment works in order to reconvert it into a commercial/office
579 sqm for TLC
expires in 2012.
24,045
360,000
Località Casciolino, 3
frame and rendered walls, with brick
cladding in some parts and stone
wainscoting, flat roof deck.
The building is in a sufficient state
sale.
sqm for office use.
50,158
550,000
archives, 409 sqm for TLC
for office use.
85,808
930,000
Via degli Angioini—traversa telephone building, and it is
S.S.19
provided with a paved external area.
frame and plastered walls, with
brick cladding in some parts and
stone wainscoting, flat roof deck.
The building is in a sufficient state
sale.
259
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
Via del Mare—Contrada
Risi
telephone building, and it is
provided with an outdoor area
stands. The building is used for
TLC machineries and, only in
minimum part, for offices. The
frame and masonry; flat roof;
plastered walls with brick cladding
in some parts with stone
wainscoting. Internally, the building
is divided by plastered brickwalls
and it is provided with traditional
and laboratories use for its eventual
sale.
562 sqm for TLC
expires in 2012.
18,191
210,000
15877308 MAIDA (CZ)
Località Cozzipodi
The property is a rectangularshaped telephone building with
three floors and an outdoor vehicle
area. The building is used for TLC
machineries and offices, and
and plastered walls with stone
wainscoting, flat roof deck with a
telecommunication antenna.
plastered brickwalls and it is
sqm for office use.
15,503
250,000
16603688 PRIOLO GARGALLO
(SR)
Via dei Platamoni, 54
telephone building provided with
two terraces on the first floor and a
covered paved parking area at
ground level. The building features
reinforced concrete frame, flat roof
deck, plastered walls. Traditional
building is in a sufficient state of
sale.
17,274
240,000
260
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
16608331 MODICA (RG)
Traversa Via Resistenza
Partigiana
The property is a rectangularshaped building with three floors
and an outdoor vehicle area used
concrete frame, brick cladding walls,
flat roof where a telecommunication
antenna is located. Internally, the
offices are divided by mobile
has a mediocre state of maintenance
machineries.
53,925
740,000
16861849 PALERMO (PA)
Via Armando Diaz
The property is an irregular
rectangular-shaped telephone
and is bounded by an outdoor area
for parking use. The building is
frame; flat roof; plastered walls.
partition walls and it is provided
fixtures. The building has an
1,038 sqm for TLC
71,862
1,230,000
16862896 AGRIGENTO (AG)
Via Papa Luciani
The property is a portion located in
the basement of a building of 11
floors and 2 basements, and is used
for TLC machineries, offices, and
externally reinforced concrete
frame; internally, the building is
and is provided with traditional and
refurbishment works in order to reconvert it into a building for storage
machineries.
41,257
650,000
16862953 CASTELTERMINI (AG)
Via Macello
The property is a trapezoidal shaped
building with two floors and an
outdoor vehicle area used for TLC
frame, plastered walls, and flat deck
roof where a telecommunication
antenna is located. Internally, the
building is divided by mobile
partition walls, while the
groundfloor is divided with plastic
panels. Traditional and adequate
building. The building is in a poor
sale.
21,527
320,000
261
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
16863050 AGRIGENTO (AG)
Trav. VII
The property is an irregular
rectangular-shaped building with
one floor. It is composed of a
basement, a groundfloor, a flat roof
and it is bounded by a rectangularshaped outdoor area, that is in part
asphalt-paved and in part green.
machineries. It features reinforced
concrete frame; flat roof; rendered
coated walls, which are covered with
bricks in the stairs part. Internally,
the building is provided with
sale.
631 sqm for TLC
47,087
770,000
16864959 PATTI (ME)
Via Cattaneo
The property is made up as follows:
• asphalt-paved central court for
parking use;
• telephone exchange;
• a two floors telephone building
with a basement used for TLC
machineries;
• telecommunication antennas
located on the roof.
concrete frame, concrete walls, flat
building. The building has a
machineries.
42,089
520,000
16868679 PALERMO (PA)
Via Villagrazia, 405
The property is an ‘‘L’’ shaped
and a flat roof. It is bounded by an
asphalt-paved outdoor area for
parking use. The building is used
for TLC machineries, offices,
garage, storage. The building
features reinforced concrete frame;
flat roof paved with concrete grit;
brick walls. Internally, the building
is provided with traditional and
adequate fixtures. The state of
order to re-convert it into a building
for office use for its eventual lease.
2,050 sqm for TLC
expires in 2012.
92,828
1,340,000
262
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
16873562 SAN CATALDO (CL)
Via Libertà
storage.
concrete frame, brick walls with
concrete string-courses, flat roof.
Internally the building is divided
through mobile partition walls with
aluminium frame and laminated
plastic finishes. Traditional and
has a good state of maintenance
44,127
750,000
16873604 ENNA (EN)
Via Lago di Pergusa
storage.
concrete frame, plastered walls, flat
roof. Internally the building is
divided through mobile partition
walls with aluminium frame and
laminated plastic finishes.
sale.
36,425
520,000
16874990 MODICA (RG)
Via Regina Margherita
• an irregular-shaped telephone
building with three floors used for
TLC machineries (the first floor is
vacant).
concrete frame and masonry, walls
in tuff blocks with façades
characterized by Baroque
architectonical elements. Traditional
building has a poor state of
sale.
1,386 sqm for TLC
53,442
830,000
263
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
16875690 AUGUSTA (SR)
Viale Italia
• land;
• asphalt-paved outdoor area for
parking use;
• a three floors telephone building
used for TLC machineries and
offices.
roof- where a telecommunication
antenna is located—paved with
concrete grit. Internally, the offices
are divided by mobile partition
45,855
700,000
16882142 CARLENTINI (SR)
Via Giuseppe Di Vittorio,
18
• land;
• asphalt-paved outdoor area
provided with a metal covering for
parking use;
• an irregular-shaped telephone
building with four floors and a
basement used for TLC machineries
and offices.
roof, where a telecommunication
antenna is located. Traditional and
has a sufficient state of maintenance
machineries.
54,401
670,000
16885558 SANT’AGATA DI
MILITELLO (ME)
Via Baldisseri
• land;
• asphalt-paved central court for
parking use;
• a rectangular-shaped telephone
building with one floor used for
TLC machineries;
• telecommunication antenna on
the central court.
building. The building has a
refurbishment works in order to reconvert it into a commercial
758 sqm for TLC
expires in 2015.
23,381
400,000
264
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
16887034 PORTO EMPEDOCLE
(AG)
Via Armando Diaz
• land;
• asphalt-paved outdoor parking
area provided with a covering for
cars has a pitched roof and with
some green areas;
• two floors telephone building used
for TLC machineries;
• telecommunication antenna.
concrete frame, brick walls, flat
divided through mobile partition
walls and it is characterized by
sale.
677 sqm for TLC
expires in 2012.
24,332
320,000
16887976 SANTO STEFANO DI
CAMASTRA (ME)
Via Forno, Via Rosolino
Pilo
• triangular-shaped telephone
building with two floors used for
TLC machineries;
• telecommunication antenna on
the flat roof.
garage use, and 545 sqm for
TLC machineries.
23,912
350,000
16890004 RIBERA (AG)
Via Bellini
(basement, groundfloor, first floor,
flat roof) and it is bounded by a
rectangular asphalt-paved outdoor
area used for parking. The building
is used for TLC machineries,
garage, offices, storage. The building
flat roof paved with marble chips
and concrete grit; plastered walls
with some parts covered with bricks
and stone plinth façades in the
lower part; telecommunication
antenna. Internally, the building is
use, 233 sqm for garage use,
and 710 sqm for TLC
machineries.
41,162
650,000
265
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
16898015 CAFALU’ (PA)
Strada Statale, 113
• land;
• asphalt-paved outdoor area for
parking use;
• rectangular-shaped telephone
building with two floors used for
TLC machineries and offices.
roofpaved with single-fired tiles
is located. Internally, the building is
machineries.
66,476
1,230,000
16898023 BAGHERIA (PA)
Via Puglisi
(groundfloor, first floor, second
floor, flat roof) and it is bounded by
an outdoor area. The building is
reinforced concrete frame; flat
roofpaved with concrete grit;
building is divided through mobile
partition walls and it is
46,212
840,000
16898981 AGIRA (EN)
Via Borgo, 67
• two floors used for TLC
machineries, offices, storage;
• asphalt-paved central court;
• footpath bounding the whole
building paved with concrete tiles.
with finishes in laminated plastic
and aluminium frame. Traditional
building has a good state of
sale.
garage use, 61 for storage
and archives, 73 for office
machineries.
23,583
360,000
266
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
The property is made up of
different buildings with three floors
used for TLC machineries. It has an
outdoor asphalt-paved area for
parking use in the front with an
outdoor green area in the rear. It
flat roof, plastered walls with
façades covered, in part, with
clinker cladding and stone plinth
façades in the groundfloor.
Internally, the whole building is
divided by plastered walls, is neon
lighted and is provided with
The property has a poor state of
sale.
1,041 sqm for TLC
expires in 2015.
62,902
1,100,000
19011148 CUSANO MILANINO (MI) The property is made up of two
Via Isonzo, 16
buildings, each has two floors, a
basement and a garret. The whole
property is bounded by an asphaltpaved courtyard for parking use. It
pitched roof, plastered walls with
some parts covered with bricks and
stone plinth façades. Internally, the
two buildings are divided by fixed
plastered walls, while the first floor
is divided through mobile wood and
glass partition walls. Traditional and
within the building. The property
archives, 1,246 sqm for
office use, and 1,112 sqm for
TLC machineries.
164,554
2,670,000
19011163 BRESSO (MI)
Via Vittorio Veneto
archives, 1,246 sqm for
office use, and 1,112 sqm for
TLC machineries.
86,259
1,250,000
19010876 OPERA (MI)
Viale Garibaldi, 3
The property is an irregular shaped
building with one floor on one side
and two floor on the other side,
together with a basement and a
garret. It is mainly used for TLC
machineries. The whole property is
provided with an asphalt-paved
courtyard used, on one side, as
parking area. It features reinforced
concrete frame, pitched roof, brick
walls with stone plinth façades in
the lower part. Internally, the
building is divided by fixed plastered
walls, while the mezzanine is divided
through mobile wood and glass
use for its eventual lease.
267
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19011197 SETTIMO MILANESE
(MI)
Via del Cimitero
The property is made up of two
buildings: one has two floors and a
basement, the other one has three
floors and a basement. Both are
mainly used for TLC machineries.
The whole property is provided with
an asphalt-paved outdoor area for
parking use and with a garage. They
feature reinforced concrete frame;
plastered walls with façades covered,
in part, with clinker cladding and
part; flat roof; internally division
through plastered walls and neon
lighting. Traditional and adequate
building. The property has a
1,095 sqm for TLC
machineries.
132,945
1,980,000
19011338 CARUGATE (MI)
Via Alberti, 15
The property is a rectangularshaped building with two floors and
a basement and it is bounded by an
concrete frame; pitched roof;
plastered walls and stone and
concrete plinth façades in the lower
part; concrete pavement. Internally,
the building is divided through fixed
plastered walls and it is
644 sqm for TLC
machineries.
103,615
1,510,000
19011429 CASSINA DE’ PECCHI
(MI)
Via Donatori di Sangue
The property is telephone building
with three floors and a basement. It
has an outdoor area for parking that
is paved with concrete tiles. The
reinforced concrete frame; concrete
floor; pavilion roof; concrete eaves;
plastered walls and stone and
concrete plinth façades in the lower
the building is divided through fixed
plastered walls and mobile partition
walls in aluminium, glass, plastic
laminated. Traditional and adequate
sale.
1,101 sqm for TLC
machineries.
91,834
1,360,000
268
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19011767 RHO (MI)
Via dei Martiri, 7
The property is a rectangularshaped telephone building with four
floors, and a basement with a lift. It
is provided with a central court. The
frame; pitched roof; walls covered
with plastic plaster treated with
resin on one side and façades
covered with clinker cladding on the
central court side. Internally, the
building is divided by fixed walls,
while the open spaces are divided by
order to re-convert it into a building
for office use for its eventual lease.
3,467 sqm for TLC
expires in 2015.
179,781
2,860,000
19011866 CISLAGO (VA)
Via G. Carducci
The property is made up by two
telephone buildings with two floors
and a basement used for TLC
machineries. It has an outdoor
green area with four parking spaces.
It features reinforced concrete
frame; pitched roof; façades covered
with clinker cladding in the
groundfloor, plastered walls in the
first floor and stone plinth façades
in the groundfloor. Internally, the
whole building is divided by
plastered walls, is neon lighted and
has traditional and adequate
fixtures. The property has a good
sale.
511 sqm for TLC
expires in 2012.
28,051
340,000
19011932 UBOLDO (VA)
Via XX Settembre
consisting of two floors mainly used
pitched roof; plastered walls.
through plastered walls, is neon
lighted and is characterized by
sale.
553 sqm for TLC
expires in 2012.
31,618
440,000
269
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
19019059 VILLA SANTA (MI)
The property consists of a concreteStrada Privata da Via L. Da paved outdoor area and two
Vinci
buildings of different height: one
has two floors and a basement, the
other one has a mezzanine and a
basement. Both are mainly used for
TLC machineries. They feature
reinforced concrete frame; concrete
eaves; plastered walls, concrete and
they are divided through plastered
walls and are characterized by
The property has an average state
sale.
TLC machineries.
44,056
750,000
19019083 LISSONE (MI)
Via Palazzine, 12/14/6
TLC machineries.
69,743
1,070,000
546 sqm for TLC
machineries.
24,768
370,000
19021113 VAREDO (MI)
Via Verdi, 16
consisting of two floors with a
basement and a garret. It is mainly
whole property is provided with an
asphalt paved courtyard for parking
use. It features reinforced concrete
frame; pitched roof; façades covered
with clinker cladding, plastered
walls, stone plinth façades.
fixed plastered walls, while the first
floor is divided through mobile
wood and glass partition walls.
The property has a good state of
sale.
consisting of one floor with a
basement with no lift/goods lift. It is
an asphalt-paved courtyard for
parking use that has some green
areas in the rear. It features
reinforced concrete frame; pitched
roof; walls covered partly with
plaster partly with bricks and
plastered walls in the rear.
fixed plastered walls, and is
270
Code
Property
19034173 GARBAGNATE
MILANESE (MI)
Via Vittorio Veneto
consisting of one floor with
basement mainly used for TLC
machinery. It is provided with an
outdoor area that is 50% concretepaved for parking use and 50%
grassland. The building features
reinforced concrete frame; pitched
roof; façades covered with clinker
cladding, and stone plinth façades in
the lower part. Internally, the
building is divided through plastered
walls, is neon lighted and is
19039719 CUSANO MILANINO (MI) The property is made up of two
Via Isonzo, 30
buildings: the rectangular shaped
telephone building has two floors, a
basement and a vacant garret; the
rectangular-shaped second building
has only one floor and is used for
storage. The whole property is
provided with an asphalt-paved
outdoor area for parking use. The
telephone building features
reinforced concrete frame; walls
covered with bricks and simply with
concrete in beams and pillars; flat
roof. Internally it is characterized by
division through fixed partition
walls, except for the offices in the
first floor where the division is
made by mobile wood and glass
partition walls. The store features
roof, walls covered with bricks and
simply with concrete in beams and
pillars. Traditional and adequate
two buildings. The property has an
for each eventual sale.
271
Net
Passing
Rent
(E p.a.)
Market
Value (E)
machineries.
101,767
1,470,000
1,577 sqm for storage and
office use.
155,908
2,290,000
Code
Property
19045237 BOVISIO MASCIAGO
(MI)
Via Fermo Zari
01007120 PONT SAINT MARTIN
(AO)
VIA CHANOUX, 15/17
01046615 ARONA (N.V.)
VIA PIAVE, 45
Net
Passing
Rent
(E p.a.)
Market
Value (E)
consisting of two floors telephone
building with a basement. It is
a courtyard that has green areas and
parking areas. It features reinforced
concrete frame; pitched roof; walls
covered with plastic plaster treated
with resin. Internally, the building is
divided by fixed partition walls,
while the first floor is divided
through mobile wood and glass
consisting of two floor building with
a basement and an attic; the
property also is comprised of a
secondary one floor building, next
to the main one. It features wooden
window frames, pitched roof,
plastered and white rendered
façades, except for the first floor
and attic façades, which have dark
wooden cladding. The internal
spaces feature the adequate
finishing for technical use. At the
sale.
The property is located in a
residential area and is comprised of
a one floor building with a
basement used as storage and
parking area; it also is comprised of
a large outdoor area, partially green
and partially asphalted; this latter
part is used for internal vehicle
traffic and parking. The building
pitched roof with tile covering,
wooden windows frames, ground
floor façades with brick cladding
and basement façades with
reinforced concrete cladding.
are also present within the building,
which is in an average state of
order to maintain it as an office
830 sqm for TLC
machineries.
53,203
770,000
141 sqm for storage units
and archives.
64,947
1,040,000
sqm for parking areas, 98
archives.
129,399
1,660,000
272
Code
Property
01605584 AOSTA CORSO XXVI
FEBBRAIO, 32/34
02013029 COLOGNO AL
SERIO(BG)
VIA DE GASPERI, 1
02013086 VERDELLINO (BG)
CORSO AFRICA
Net
Passing
Rent
(E p.a.)
Market
Value (E)
wings. The first is a building with
two floors and the second is a
building with three floors and a
basement. The property features
rendered façades, pitched roof with
stone covering and alluminium
window frames. A hall in the middle
of the main façade, leads to the
small rear courtyard. A parking area
is also available. The three floor
building contains three private flats,
whereas the rest of the property
features the typical finishing for
office use. At the lease contract
The property is comprised of a one
floor telephone building and a large
outdoor paved and green area. It
features façades with klinker
cladding, pitched tile roof and
wooden window frames. The
finishing for technical and office
use, and traditional and adequate
building, which is in a good state of
sale.
The property is located in an
industrial suburb area, and is
comprised of a two floor telephone
outdoor asphalted area. It features
wooden window frames and pitched
roof, as well as a mixed reinforcedconcrete and masonry frame. The
finishing for technical use. Next to
the building a pylon for
telecommunication antennas stands.
1,395 sqm for office use, 914
and archives.
177,863
3,170,000
TLC machineries.
25,992
360,000
1,473 sqm for TLC
machineries.
68,918
990,000
273
Code
Property
02015149 SESTO CALENDE (VA),
VIA G. MATTEOTTI,7
02021287 MORBEGNO (SO)
VIA E. VANONI, 7
02022459 LUINO (VA)
VIA V. VENETO, 6
Net
Passing
Rent
(E p.a.)
Market
Value (E)
The property is comprised of a two
floor telephone building with a 2 mt
high basement, an outdoor
asphalted area and two further
buildings. The property features
reinforced-concrete frame, pitched
roof with tile covering, plastered
and rendered façades, or covered
with travertine slabs. Internal spaces
technical use, and adequate fixtures
shaped two floor telephone building
with a basement and a small
outdoor area. It features reinforcedconcrete frame, rendered façades,
stone cladding on the main façades,
wooden windows frames, and
pitched roof. Internal spaces feature
use. Traditional fixtures are also
present within the building. A
telecommunication antennas stands
outside the building, which is in a
sale.
and the internal spaces feature the
The building features reinforcedconcrete frame, pitched roof with
concrete tile covering, plastered and
rendered façades, and wooden
window frames. The property also is
comprised of a large private outdoor
paved area used as a car park, and
a telecommunication antennas.
within the building, which is in an
average state of maintenence and
reconvert the property into an
office/retail building for its eventual
sale.
47,483
640,000
TLC machineries.
38,621
550,000
and archives.
111,499
1,670,000
274
Code
Property
02025957 MANDELLO DEL
LARIO(LC)
VIA S. ZENONE
with a basement, an external
staircase and a lift; the property also
is comprised of a large paved
outdoor area, which is used as
parking place. The ground floor
features the typical finishing for
technical use. One room of the first
floor is also used for technical
purposes, whereas the remaining
rooms are used by the municipal
administration of the town as
Demographic Department. The
building features reinforced-concrete
frame, klinker cladding, traditional
fixtures, and is in an average state
of maintenace and repair. At the
sale.
02028795 ALMENNO SAN
The property is comprised of a one
SALVATORE(BG)
VICOLO CA’ DELL’ORA, basement and a large outdoor green
4
area. It features rendered façades
and wooden window frames.
whose basement features the typical
sale.
02042192 MALNATE (VA)
VIA ENRICO TOTI—VIA telephone building with a basement
NAZZARIO SAURO
and a large outdoor green area. The
finishing for technical use, even if a
part of them is now unused and
empty. The building features
roof with concrete tiles, rendered
façades and double wooden window
frames. A part of the basement
internal spaces is unrefined.
sale.
275
Net
Passing
Rent
(E p.a.)
Market
Value (E)
are used for TLC
machineries.
71,703
1,080,000
TLC machineries and 6 sqm
archives.
26,748
320,000
are used for TLC
machineries.
58,852
870,000
Code
Property
02050641 BORMIO VIA LEGHE
GRIGIE
03000364 SILANDRO(BZ)
VIA COVELANO, 37
03000646 PERGINE VALSUGANA
(TN)
VIALE DANTE, 7/B
Net
Passing
Rent
(E p.a.)
Market
Value (E)
rectangular shaped telephone
attic, and it is located in a
residential area next to the city
centre. The property also is
comprised of a large outdoor paved
area with a one floor building used
as a garage. The main building
features reinforced-concrete frame,
pitched roof with stone covering,
wooden window frames with marble
threshold, and wooden cladding on
the attic façade. The internal spaces
mainly feature the typical finishing
for technical use, and traditional
present within the building; a
telecommunication antennas stands
in the outdoor area. The buildings
are in an average state of
sale.
building. It features reinforcedconcrete frame, rendered façades,
pitched roof, wooden window
frames with marble threshold. The
internal spaces mainly feature the
typical finishing for technical use. A
positioned on the roof. Traditional
property also is comprised of a 10
mt large outdoor paved area. The
sale.
The property consists of a two floor
new telephone building with a
basement and a paved outdoor area
with some lawns. The building
flat roof, plastered and rendered
façades with protruding concrete
elements corresponding to the
external iron window frames and to
the main entrance door. The internal
for technical use, no office spaces are
present. In the outdoor area, a
corrugated iron roof covers some
parking places. Some
telecommunication antennas stand on
the roof, and traditional and
within the building, that is in a good
assume refurbishment works in order
to re-convert it into a residential
and archives.
216,358
3,870,000
30,320
510,000
archives.
45,040
680,000
276
Code
Property
03014944 DOBBIACO (BZ),
VIA ROMA
03017665 MERANO (BZ),
A BERSAGLIO,19/B
03022038 BRESSANONE (BZ),
VIA DANTE, 20
Net
Passing
Rent
(E p.a.)
Market
Value (E)
rectangular shaped two floor
telephone building with a
mezzanine, a one floor building
used as a garage, and a paved and
green outdoor area. The main
frame, flat roof, plastered and
rendered façades. The internal
for technical use, but office spaces
are also present. Next to the
building, a for telecommunication
antennas stands. Traditional and
The property is comprised of two
buildings, the first one is a two floor
the second one, the most recent, is
a three floor building, which is not
included in this valuation because it
is sold to private persons. The
property also is comprised of a large
outdoor area with two garages. The
telephone building features
reinforced-concrete frame, flat roof
with a telecommunication antennas,
wooden window frames at the
floors, and alluminium window
frames in the basement. The
finishing for technical use, and
also present within the building,
maintenace and repair. At the lease
telephone building with two
underground floors, and it is located
in a residential area. It features
reinforced-concrete frame, flat roof
with a pylon for telecommunication
antennas, and plastered and rendered
façades. The internal spaces feature
the typical finishing for technical use,
but office spaces are also present.
The property also is comprised of an
outdoor area, a small parking place
and a small green area. On the left
side of the property a pad leads to
an underground garage. Traditional
present within the building, which is
termination we assume refurbishment
works in order to re-convert it into a
sale.
parking areas.
42,474
760,000
494 sqm for parking areas.
134,674
2,250,000
2,115 sqm for TLC
144,421
2,440,000
277
Code
Property
04003111 RONCHI DEI
LEGIONARI (TS),
VIA F.LLI FONTANOT
area. It features reinforced-concrete
and masonry frame, rendered
façades with plastic graffiato
covering and pitched roof. The
finishing for technical use, but office
spaces are also present. A part of
the building has been built as an
expansion and features brick
cladding. The finishing elements are
quite heterogeneous, and traditional
present within the building, which is
05003160 CHIOGGIA (VE),
The property is comprised of a main
FONDAMENTA S.
three floor building, a secondary
DOMENICO
one floor building used for storage
units and archives, a large outdoor
area, and a canopy. The main
frame, rendered façades, except for
the ground floor, which has marble
slab cladding. The internal finishing
is heterogeneous and features the
On the secondary building’s roof a
telecommunication antennas stands;
this building also features
reinforced-concrete frame. The
property is in a average state of
sale.
05022723 PONZANO VENETO (TV) The property is a two floor
VIA DELLA
telephone building, also comprising
COSTITUZIONE, 1
offices and a quite large outdoor
area. It features reinforced-concrete
frame, and rendered façades with
plastic covering. The internal spaces
mainly feature the typical finishing
for technical use, but 30% of them
features typical standard office
finishing. A telecommunication
antennas is located on the back side
of the building. Traditional and
278
Net
Passing
Rent
(E p.a.)
Market
Value (E)
2012. The areas are used for
TLC machineries.
32,937
430,000
machineries.
41,458
780,000
archives.
25,963
380,000
Code
Property
Market
Value (E)
06026492 SESTRI LEVANTE (GE)
VIA FASCIE, 180/A
20 sqm for storage units and
archives.
134,716
2,260,000
06030817
TLC machineries.
72,033
1,170,000
TLC machineries.
44,115
670,000
parking areas, 392 sqm for
archives.
36,644
530,000
36,931
600,000
06033324
06043414
06602169
three floor telephone building with
a reinforced concrete bearing frame,
no lift, an outdoor parking area,
waterproof membrane on the deck
roof and plastic cladding on the
façades. Traditional and adequate
building, the internal spaces also
finishing. The building is in an
GENOVA VIA DEL
COMMERCIO, 40
telephone building, with no lift and
with a reinforced-concrete frame
and a waterproof membrane on the
deck roof, rendered façades.
that is in an average state of
sale.
GENOVA VIA AL FORTE The property is comprised of two
DI BEGATO, 5
one floor telephone buildings with a
basement, no lift. and a reinforcedconcrete bearing frame, brick
cladding on the façades, and
alluminium window frames.
sale.
CAMPO LIGURE (GE)
STRADA COMUNALE
telephone building. It features
PONZEMA INFERIORE
roof, plastic cladding, and wooden
window frames. Traditional and
GENOVA VIA ROMANA The property is a one floor
CASTAGNA, 23
telephone building. It features
reinforced-concrete frame,
roof, rendered façades, alluminium
window frames. Traditional and
within the building, that is in an
Net
Passing
Rent
(E p.a.)
279
Code
Property
08013268 CASCIANA TERME (PI)
STRADA STATALE S.S.
N.100
08013425 PONTEDERA (PI)
VIA DANTE, 5
09046342 TODI (PG),
STRADA STATALE S.S.
N.79/BIS ORVIETANA
Net
Passing
Rent
(E p.a.)
Market
Value (E)
building with a wing on the northwest side. The building is located in
a residential area and it features
reinforced-concrete frame. The
finishing for technical use, and
also present within the building, that
sale.
telephone building. The building
loft, alluminium window frames and
roof, rendered façades and
travertine slabs at ground floor
level. The internal spaces feature
use, and traditional and adequate
building, that is in an average state
sale.
with a large outdoor sloping green
area and a smaller building used for
machineries. The main building
features pitched roof, reinforcedconcrete frame, rendered façades,
wooden window frames, and a
but office spaces are also present
within the building, as well as
traditional fixtures. The building is
archives.
37,240
510,000
and archives and 236 sqm
for other use.
118,145
1,890,000
17,523
270,000
280
Code
Property
10000067 APRILIA(LT)
VIA A. MEUCCI, 25/27
10001263 SEZZE (LT),
VIA VARIANTE
10008235 SABAUDIA(RM),
VIA ENEA
10010140 PRIVERNO(LT),
VIA VALLE CAGNARA
area used for internal traffic and
parking area, and a
telecommunication antenna. It
features reinforced-concrete frame
and pitched roof, rendered façades,
maintenance and repair, the plastic
covering and the window frames
need renovation. Façades and air
conditioning system are however in
a good state of maintenace. At the
sale.
telephone building. The ground
floor is used for storage units and
garage. The building features
reinforced-concrete frame, deck roof
and rendered façades. Traditional
present within the building, that is
in an average state of maintenace
roof and an outdoor area used for
internal traffic and parking area.
The building features reinforcedconcrete frame with rendered
façades, flat roof, wooden window
frames, staircases Traditional and
floor telephone building with office
and storage areas, and an outdoor
green and paved area. It features
roof, concrete slab cladding and
alluminium window frames with
double glazing. The property has
traditional and adequate fixtures
and is in an average state of
sale.
281
Net
Passing
Rent
(E p.a.)
Market
Value (E)
are used for TLC
machineries.
54,782
1,000,000
parking areas, 595 sqm for
TLC machineries.
34,205
580,000
archives.
68,015
1,060,000
TLC machineries.
40,700
640,000
Code
Property
10051672 TERRACINA (LT),
VIA BRUXELLES
12039792 SELARGIUS(CA)
VIA MILANO
12040584 OROSEI (NU),
VIA NURAGHE
12602045 CAGLIARI VIA G.
MARIA ANGIOJ, 2/4
Net
Passing
Rent
(E p.a.)
Market
Value (E)
floor telephone building with office
and storage areas, a second one
floor building used for storage units
and archives, an outdoor area and a
telecommunication antenna between
the two buildings. It features
roof, concrete slab cladding on the
façades and wooden window frames.
The property also is comprised of
an external parking area and
also present within the building, that
residential/storage building for its
eventual sale.
large courtyard, partially used as a
covered parking place. It features
reinforced-concrete bearing frame, a
terraced roof, rendered façades,
with marble insets, wooden window
frames. Internal spaces feature the
that is in a good state of
sale.
telephone building. The internal
for technical use. The building
terraced roof, rendered façades. The
The property is a portion of a fivefloor historical building. The
telecom premises are located on the
ground floor and feature the typical
building features pitched roof,
alluminium window frames and
also present. The building is in an
refurbishment works in order to reconvert it into a retail building for
its eventual sale.
54,624
830,000
65,641
1,140,000
archives.
29,161
450,000
other use.
101,490
1,680,000
282
Code
Property
14606038 AVELLINO VIA PIRONTI, The property is a two floor building
1
with reinforced-concrete frame,
rendered façades, flat roof.
insufficient state of maintenance
15604140 LAMEZIA TERME(CZ),
COMUNE DI LAMEZIA
telephone building with a large
TERME—LOCALITA’
outdoor area used as parking and
BELLA FEMMINA
pitched roof, reinforced-concrete
and masonry frame, rendered
façades. The internal spaces feature
use, but office areas are also
present. Traditional fixtures are also
in a sufficient state of maintenance
15889568 CROPANI MARINA (CZ) The property is a three floor
STR.ST. 106
telephone building with a paved
outdoor area. This area is used as
parking and storage. The building
features reinforced-concrete and
masonry frame, rendered façades
with plastic cladding and a stone
base. The internal spaces feature
use, office spaces are also present.
The building features flat and
waterproof roof, and traditional
fixtures are also present. At the
sale.
16861856 CEFALU’(PA)
VIA XX SETTEMBRE
and is comprised of two/three floor
and a deck roof with a with a
building is made of two wings
connected by a central staircase. It
rendered façades. The internal
for technical use, but several rooms
are now unused. Traditional fixtures
that is in an adequate state of
sale.
283
Net
Passing
Rent
(E p.a.)
Market
Value (E)
TLC machineries.
80,064
1,240,000
and archives and 204 sqm
for parking areas.
83,463
1,090,000
machineries.
22,212
280,000
TLC machineries.
43,946
670,000
Code
Property
16861898 PALERMO PIAZZA
STAZIONE
The property is comprised of one
basement and a deck roof with
waterproof membrane. It features
reinforced-concrete frame, rendered
façades, alluminium window frames
and iron grids. Traditional fixtures
that is in an adequate state of
sale.
16861971 PALERMO VIA IGNAZIO The property is a building located in
SILVESTRI
a public park. It is comprised of a
basement, a mezzanine, a first floor
and a deck roof with a waterproof
membrane. The building features
façades, alluminium window frames
with iron grids. Traditional fixtures
which is in a good state of
sale.
16862094 TERMINI IMERESE (PA) The property is a three floor
VIA ISCHI
area. The building is located on a
sloping ground and features
façades, terraces, deck roof,
steel grilles. A part of the ground
floor is used as garage, and the
property also is comprised of an
outdoor paved parking area.
Traditional fixtureas are also present
within the building which is in an
repair, the façades need renovating.
sale.
16862961 MENFI (AG)
VIA VOLTA, 4
telephone building with reinforcedconcrete bearing frame, rendered
façades and a deck roof with a
telecommunication antennas. It
features wooden window frames
with steel grilles, and a staircase is
located at the main entrance.
within the building, which is in a
284
Net
Passing
Rent
(E p.a.)
Market
Value (E)
TLC machineries.
60,469
880,000
and archives.
85,377
1,230,000
archives and 258 for parking
areas.
63,218
1,000,000
TLC machineries.
19,334
310,000
Code
Property
16865063 MESSINA VIA SPERONE The property is a three-floor
paved area with a
telecommunication antenna. It
features reinforced-concrete and
masonry frame, rendered façades,
and marble slabs on the staircase,
wooden window frames. The
within the building, that is in a good
sale.\
16866228 AUGUSTA (SR)
The property is comprised of a four
VIA X OTTOBRE, 19
floor telephone building with
reinforced-concrete frame, flat roof,
plain façades with several balconies,
double glazing and iron grilles at
ground floor level. Traditional
building, which is in an average
ground floor level maintenance
works are needed due to rain
leakage At the lease contract
16866269 SIRACUSA VIA
The property is comprised of a fourPALERMO, 10
small courtyard in the back. It
rendered façades and deck roof. It
also features wooden window frames
with steel grilles at ground floor
level. Traditional fixtures are also
16876110 MESSINA VIA SALINA
The property is comprised of twoDUE TORRI
floor telephone building and a small
courtyard. It features reinforcedconcrete frame with plain façades,
steel grilles on windows and
traditional fixtures. The building is
285
Net
Passing
Rent
(E p.a.)
Market
Value (E)
are used for TLC
machineries.
30,219
440,000
34,687
470,000
are used for TLC
machineries.
75,380
1,160,000
archives.
38,163
560,000
Code
Property
16886044 PALERMO VIA
CASIMIRO DRAGO
16891879 BARCELLONA POZZO
DI GOTTO (ME)
STRADA STATALE S.
GIOVANNI, 113
16898189 LERCARA FRIDDI (PA)
STRADA STATALE 189
19021444 DRESANO (MI)
VIA DEI GIARDINI, 27
Net
Passing
Rent
(E p.a.)
Market
Value (E)
The property is a two-floor building
with a deck roof with waterproof
membrane, an outdoor paved area
with a telecommunication antenna
in the front part. It features
façades, wooden window frames
with steel grilles at the ground floor;
the roof has reinforced-concrete
parapet. Traditional and adequate
building. At the lease contract
telephone building with a courtyard.
It features reinforced-concrete
frame and rendered façades.
also is comprised of a paved
outdoor area used for internal
traffic and parking. The building is
in an adequate state of maintenance
and repair, even if the wall
rendering needs renovating. At the
sale.
The property is comprised of one
basement and an outdoor paved
area with a telecommunication
antenna. The building features
roof, rendered façades, staircases
located at the main entrance and
wooden window frames with steel
grilles. Traditional fixtures are also
in an adequate state of maintenance
refurbishment works in order to reconvert it into a retail building for
its eventual sale.
telephone building located in a
residential area. It features
reinforced-concrete frame and
façades with brick cladding, wooden
window frames and steel grilles.
within the building, as well as an
outdoor green area. The building is
machineries.
56,920
930,000
41,264
640,000
archives.
19,803
300,000
TLC machineries.
24,720
400,000
286
Code
Property
19028498 BUCCINASCO (MI)
VIA FRATELLI CERVI
19045153 MARCALLO CON
CASONE (MI)
STRADA ALLA VIA DE
AMICIS
Net
Passing
Rent
(E p.a.)
Market
Value (E)
telephone building with no lift, with
an internal and an external
staircase. The property also is
comprised of a large paved area
used for internal traffic and parking.
The building features reinforcedconcrete frame, pre-cast panels and
brick cladding on the façades, deck
roof with concrete tiles, and a
telecommunication antennas.
telephone building with reinforcedconcrete frame and concrete pitched
roof, rendered façades. The
green and paved area.Traditional
building, that is in an average state
sale.\
and archives.
113,043
1,950,000
TLC machineries.
21,131
400,000
Eastgate (Portogruaro, Venice)
FOSSALTA DI
PORTOGRUARO (VE) /
PORTOGRUARO (VE)
SS 14 della Venezia Giulia
The Property is located across the
borderline between the towns of
Portogruaro and Fossalta di
Portogruaro, withing the
municipality of Venice. This area is
about 90 km far from Venice and it
is located on the Lisboa-Kiev linking
street number 5. The area access is
located on the National Road n. 14
‘‘Venezia Giulia’’, connecting the
highways A 4 Padova-Monfalcone
and A 27 Pordenone-Conegliano.
287
The Property is a flat land
of irregular shape of about
1.500.000 sqm, a part in
Fossalta di Portogruaro and
another one in Portogruaro.
A portion of this land of
742,439 sqm is to be
developed, and about
200,000 sq.m is used for
agricultural purpose. This
area belonged to ENI, an oil
company that was privatised
between 1992 and 1995, the
oil plant was never
completed therefore only a
dilapidated shed is currently
present on the site. The area
is fenced and equipped with
country roads. The zoning
approved by Urban Planning
Authorities ranks the area
as: industrial and logistic
use. In our valuation a
development project was
taking into account in order
to transform the subject area
into: industrial, office and
logistic use. The
development project areas
are as follows: 357,444 sqm
of built area. 207,225 sqm of
industrial and office use,
129,553 sqm for logistic and
common facilities.
45,000,000
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
Pasini
SESTO SAN GIOVANNI
(MI)
Viale Edison 50
The Property is an industrial
complex specially made for the
heavy mechanical industry: the
buildings are made of metallic
pillars and brick masonry and in
reinforced concrete and plasterd
walls. The roofs are made of
metallic panels and iron window
frames.
PAVIA
Via Giovanni Veneroni
The Property consists of 8 industrial
buildings with only one floor above
ground used for storage and
ancillary units. It features loading
points, made with precast reinforced
concrete frames and pitched roofs.
The two office buildings consist of
three floors and a basement.
The Property consists of
1,399,100 16,600,000
30,300 sqm of industrial
sheds. At present the
industrial complex is
occupied by two tenants,
ABB with a lease contract
expiring in 2007 and Alstom
Power Italia with a lease
contract expiring in 2012.
Pavia
The total site area is 98,468 1,760,000 23,700,000
sqm whilst the Property
gross area is 39,012 sqm
broken down as follows:
25,720 sqm of dry storage,
11,021 sqm of cold storage
and 2,271 sqm of offices. At
present the industrial and
logistic complex is occupied
by numerous tenants that
sublet the property, the
lessee is Bertola Servizi
logistici with a lease contract
expiring in 2012.
Tivoli
TIVOLI (ROMA)
Località Bagni di Tivoli, via
Martellona 9
The Property consists of three
industrial/logistic buildings, an office
one of two floors above ground and
a small one used before as a
residential unit. All the sheds are
provided with loading points. The
sheds are made of precast concrete
panels, roofs with precast elements
and corrugated plastic panels. Office
buildings are made of reinforced
concrete and precast panels, a deck
roof with waterproof membrane and
internal masonry plastered walls.
SPAZIO INDUSTRIALE FUND TOTAL . . . . . . . . . . . . . . . . . . . . . . .
288
The logistic park is located
in an area of 45,000 sqm.
The built area is
approximately 20,000 sqm.
At present the subject
property is occupied by
FIEGE BORRUSO with
2009. The remaining
buildable capacity is about
1,100 sqm (for logistics use).
898,800 12,800,000
. . . . . . . . . . . . . . . . . . . . . . . . . . 473,740,000
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
Enel Portfolio
AN0003P
ANCONA (AN)
Via G. Bruno, 53-53/A
BS0038P
BRESCIA (BS)
Via Volta 120-122
CB0004P
CAMPOBASSO (CB)
Contrada San Giovanni In
Golfo
The property is three floors
above ground and a basement
level, and is used for offices,
deposit and garages, also
comprising a paved outdoor
vehicle area. Its building
structure is in reinforced
concrete and plastered walls,
and is covered by a deck roof.
It presents itself in a good
state of maintenance and
refurbishment works in order
to re-convert the asset into an
office building for its eventual
lease.
The complex, built during the
1960s and 70s, is comprised of
an industrial shed, an office
building, and other minor
structures for deposits and
technical use, as well as a
paved outdoor vehicle area.
The shed has a reinforced
concrete frame and a sawtooth roof covering, while the
remaining buildings have a
reinforced concrete structure,
plastered walls and aluminium
The whole complex appears to
be in good conditions. At the
assume refurbishment works
in order to rent the complex
at market level.
The property is composed of
three separate buildings, two
of which are similar to each
other and have a reinforced
concrete structure with
external walls in pre-cast
panels. The first is of two
floors above ground while the
second of one, as well as a
basement. The third building
is of three floors above
ground and has a reinforced
concrete frame with plastered
walls, a flat roof deck and
alumium window frames. The
property also is comprised of
an outdoor vehicle area and a
small green area, as well as a
paved parking area for 70
cars. The property appears to
be in a good state of
maintenance and repair. At
the lease contract expiry date
we assume refurbishment
works in order to let the
complex at market level.
289
use, 401 sqm for warehouse
use, 142 sqm for archives,
418 sqm as a locker room,
72 sqm for equipment, 160
sqm for common areas and
2,657 sqm for car parking.
The property is let to Enel
Distribuzione SpA with a
2016.
265,612
4,520,000
follows: 7,109 sqm for
warehouse use, 716 sqm for
deposits. The property is
mainly let to Enel
Distribuzione SpA with a
2010.
635,386
7,350,000
follows: 2,701 sqm for office
and archive use, 1,419 sqm
for service rooms and
vertical connection, and
1,604 sqm for internal
parking spaces. The property
is let to Enel Distribuzione
SpA with a lease contract
327,016
4,810,000
Code
Property
FI0006P
FIRENZE (FI)
Via Pistoiese, 25-27
GE0014P
GENOVA (GE)
Via del Commercio, 3
GE0016P
GENOVA (GE)
Sampierdarena—Via
Pacinotti 9-39R
Go0006P
Monfalcone (GO)
Via Colombo, 29
Net
Passing
Rent
(E p.a.)
Market
Value (E)
several buildings of different
use, comprising offices,
warehouses, residential units
and garages. The building
structure frames are either in
pre cast concrete or in
reinforced concrete. Although
the property is partially
vacant, it results to be in a
good state of maintenance
and repair. At the lease
contract expiry date we
in order to let the complex at
market level, maintaining its
present use.
The property is comprised of
two buildings, for office and
industrial use, and an outdoor
vehicle area. It is currently
unoccupied and refurbishment
works are being undertaken.
The main building consists of
three floors above ground and
the other of one floor above
ground, they have a reinforced
concrete structure and
plastered walls. At the lease
contract expiry date we
in order to let the complex at
present use.
The property consists of
several buildings of different
use varying from garages,
changing rooms, offices,
warehouses, deposits,
laboratories, technical rooms,
and paved parking areas.
Despite its partial vacancy, it
appears to be in an average
state of maintenance and
to let the complex at market
level, maintaining its present
use.
an office building and two
single storey warehouses of
recent construction and
therefore in a good state of
maintenance and repair. At
the lease contract expiry date
works in order to sell the
complex at market level,
maintaining its present use.
follows: 873 sqm for
residential use, 185 sqm for
office use, 1,493 sqm for
warehouse and archive use,
300 sqm for service rooms
and machineries, 102 sqm
for common spaces, and 264
sqm for internal parking
spaces. The property is let to
multiple tenants with lease
contracts expiring between
2008 and 2010.
85,308
1,700,000
warehouse use and 252 sqm
for service rooms and
machineries. The property is
let to a third party with a
2010.
222,640
3,110,000
use, 6,979 sqm for
warehouse use, and 1,693
sqm for service rooms. The
property is let to multiple
tenants with lease contracts
expiring between 2010 and
2013.
607,606 10,990,000
use, 1,095 sqm for
warehouse use, 368 sqm for
service rooms and 1,490 64
sqm for internal parking
spaces. The property is let to
Enel with a lease contract
expiring in 2010.
214,332
290
2,630,000
Code
Property
LI0003P
LIVORNO (LI)
Via dei Bagnetti, 10
LI0021P
PORTOFERRAIO (LI)
Via Tesei
MI0035P
MILANO (MI)
Viale Ortles 68-70
MI0073P
CORBETTA (MI)
Via Zara—Via Paisiello
Net
Passing
Rent
(E p.a.)
Market
Value (E)
The property is a portion of a
building with bearing walls of
four floors above ground and
dated back to the last century.
It has been vacant for several
years and therefore requires
maintenance works, which
must be undertaken by
maintaining the original
architectural carachteristics.
We have assumed a
transformation into residential
units to be sold upon
completion of the
refurbishment works.
The property is an industrial
shed formerly used for steel
production. The structure is in
reinforced concrete with a
height of approximately 7 m.,
with a roof covering in
metallic structures. The
property has been vacant for
thirty years and presents itself
in a state of abandonment,
and requires radical
refurbishment for it to be
used. We have assumed a
transformation into a
commercial complex with
annexed services to be let,
forecasting a demolishment of
the present structure and the
reconstruction of a new one.
The property complex is of
mixed use with offices,
residential units and industrial
premises, Two buildings have
two floors above ground and a
basement level, while other
two consist of one floor above
ground and are for technical
use. At lease expiry we
in order to relet the property
at market level.
958 sqm broken down as
use and 169 sqm for service
rooms and technical spaces.
0
650,000
use and 4,100 sqm for
warehouse use.
0
3,000,000
671,810
9,240,000
0
2,420,000
residential use, 1,009 sqm
for office use, 476 sqm for
warehouse use, 2,737 sqm
for technological rooms,
while the remaining areas
are for common use. The
property is let to multiple
tenants with lease contracts
expiring between 2008 and
2013.
The property complex is
comprised of office and
industrial use, and is formed follows: 299 sqm for
of three buildings and an
outdoor vehicle area. It results office use, 1,283 sqm for
to be in critical conditions of warehouse use, 24 sqm for
maintenance and repair, with technical spaces, and 276
signs of abandonment. Two of sqm for internal parking
the buildings have two floors spaces.
above ground while the other
is a single storey building,
with structures in reinforced
concrete and plastered walls.
A portion of one of the
buildings is contaminated with
the presence of asbestos. We
in order to convert the
property into residential use
291
Code
Property
No0002P
NOVARA (NO)
Corso Milano 16F
SO0010P
MORBEGNO (SO)
Campovico—Via Valeriana,
4
VA0015U
VARESE (VA)
Viale Aguggiari, 174
Ve0007P
MESTRE (VE)
Borgo Pezzana—Via G.
Bella, 3
significant complex comprising
mixed use, such as garages,
changing rooms, offices,
deposits, laboratories,
technical spaces, and parking
spaces in the inner courtyard.
The complex is vacant and
some structures result to be in
an average state of
others present some damages.
The property is an unused
energy plant, of two multiple
floor buildings and two
smaller one storey deposits.
The two main buildings are
separated by the street passing
through them but are
connected with a metallic
bridge. They have prestigious
architectural characteristics,
and all structures appear to be
in a good state of
maintenance and repair. We
have assumed refurbishment
works in order to convert the
property into a mixed use
complex for its eventual sale.
The property complex is
comprised of a total of nine
buildings and an outdoor area
partly paved and partly at its
natural state. The constructions
were built in different periods,
with the main building has a
reinforced concrete structure
and plastered walls dating back
to the 1950s. The complex
results to be vacant and
therefore in a poor state of
maintenance and repair. We
have assumed refurbishment
works to convert the property
into residential use for its
eventual sale.
The property consists of an
industrial complex with an
office building, several
warehouses and deposits, and
an outdoor vehicle area. They
have been recently built and
therefore result to be in a
good state of maintenance
and repair. The building
structure is in reinforced
concrete with façades partially
covered with metal panels.
a land area of 18,500 sqm
and a building area of 4,624
sqm.
292
warehouse use, 438 sqm car
parking, while the rest is for
common use.
residential units, 831 sqm for
warehouse use, while the
rest is for common use.
Net
Passing
Rent
(E p.a.)
Market
Value (E)
7,023
1,950,000
509
1,550,000
10,446
3,800,000
1,540,825 21,270,000
use, 8,841 sqm for
warehouse use. It also is
comprised of a portion of
land with an area of 15,000
sqm. The property results to
be let to Enel-Wind with a
lease agreement expiring
between 2010 and 2016.
Code
VI0033P
Property
SCHIO (VI)
Via Milano, 12
portion of land with several
buildings, in critical conditions.
However, the municipality will
enter in possession of the
complex, since included within
an urban renewal project, and
the building volumetry present
in the area of interest, together
with its residual building
capacity, may be transferred to
another area. The valuation,
therefore, considers only the
building capacity (in cubic
meters) which may be
developed.
100
TURATE (CO)
The property built only a few
Via Salvo d’Acquisto, 8/14
years ago consists of three
floors above ground and a
basement, with an outdoor
vehicle area. It is used as a
warehouse, with annexed
offices, deposits, and
laboratories. The structure is
in pre-cast cement with
façades partly covered with
glazed walls and partly with
cement slabs.
SPAZIO INDUSTRIALE 2 SRL TOTAL . . . . . . . . . . . . . . . . . . . . . . .
293
use, 1,172 sqm for
warehouse use, while the
rest is for common use.
Net
Passing
Rent
(E p.a.)
0
Market
Value (E)
1,040,000
1,242,456 18,970,000
use, 1,982 sqm for
warehouse use, and 12,992
sqm for laboratories. The
Prima with a lease contract
expiring in 2013.
. . . . . . . . . . . . . . . . . . . . . . . . . .
99,000,000
Code
Property
Net
Passing
Rent
(E p.a.)
Market
Value (E)
Spazio Industriale 3 SRL
Prada Portfolio
as-01
MONTEVARCHI (AR)
SS 69—Loc. Buresta
as-02
MONTEGRANARO (AP)
Via Alpi 97
two buildings: a two-floor unit
for office and showroom use
and one floor production unit
for industrial and storage use.
The modern architectural stile
buildings were designed by the
architect Guido Canali and
Prada group is the current
occupier. A garden with trees
and concrete paths and a
paved area used as a car park
are present within the site.
The industrial unit features a
reinforced concrete bearing
frame with tile roof and
curtain walls and very high
quality finishing. The smaller
office unit, adjacent to the
other one, has a glass and
iron structure with curtain
walls and very high quality
finishing. At first floor level
the passageway that links the
office unit with the industrial
premises is visible through the
curtain walled structure. A
canteen is also present on the
ground floor and the glazed
structure allows full visibility
on the garden surrounding the
property. At the lease contract
to re-let the property at
current use.
two-floor building and a
basement for industrial office
and showroom use with a
garden surrounding it. The
basement is used as storage
and outlet store, whilst the
ground floor hosts the
production unit, offices are
present the above floors. The
modern architectural stile
buildings were designed by the
architect Guido Canali and
Prada group is the current
occupier. A garden with trees
and concrete paths and a
paved area used as a car park
are present within the site. The
property features a reinforced
concrete bearing frame with
tile roof and curtain walls and
very high quality finishing. At
works in order to re-let the
property at market level,
maintaining its current use.
294
to Prada Group with a lease
technological rooms, 4,272
sqm labs and production
units, 199 sqm common
areas, 1,156 sqm for storage
use, 384 sqm for office use,
120 sqm for technological
rooms.
560,673
7,410,000
7,072 sqm, and is entirely let
to Prada Group with a lease
production use, 2846 sqm
for warehouse/storage, 299
sqm for technological rooms,
352 sqm for retail use.
571,776
7,820,000
Code
Property
as-03
MONTEVARCHI (AR)
SS 69—Loc. Becorpi
as-04
CASTIGLION FIBOCCHI
(AR)
Via Vecchia Aretina 1
three buildings for industrial
and office use, one of which is
being renovated and is not
currently used. Three ancillary
buildings are also present used
as technological room and
offices, canteen and janitor’s
lodg

Admission Document October 2006 2638KB

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