Update to the report of "EUROBANK PROPERTIES REAL ESTATE INVESTMENT COMPANY S.A." board of directors pursuant to articles 9 of L. 3016/2002 and 289 of the Athens Exchange Regulation
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
UPDATE TO THE REPORT OF "EUROBANK PROPERTIES REAL ESTATE INVESTMENT COMPANY S.A." BOARD OF DIRECTORS PURSUANT TO ARTICLES 9 OF L. 3016/2002 AND 289 OF THE ATHENS EXCHANGE REGULATION
In its report dated 6/8/07, which was published pursuant to articles 9 of L. 3016/02 and 289 of the Athens Exchange Regulation, the Board of Directors of EUROBANK PROPERTIES REAL ESTATE INVESTMENT COMPANY S.A. (the "Company") stated that the individual investments to which the Company will proceed have not yet been fully determined and consequently could not describe them in detail therein. However, it committed itself to provide the information required (pursuant to article 289 of the ATHEX Regulation) upon the realisation of the relevant investments and to comply with all its regulatory obligations.
In this context, the Company's Board of Directors announces a further step in the materialisation of its investment plan via the conclusion of a promissory contract (subject to conditions) for the purchase of 100% of the shares of the Romanian company, under the name Retail Development S.R.L. SPV (hereinafter referred to as the "company - SPV"), which owns a property that will be used as a Praktiker store, of total leasable area 8.950 m2, for a consideration of ?14.5 million that was calculated (for the purpose of the purchase price) on a debt and liability free basis. The Company has made a ?2.9 million advance payment whereas the remaining purchase price will be paid upon the execution of the final contract, which shall take place after the completion of the construction works and delivery to the lessee which is expected to occur by 15 December 2007, and will be financed by the proceeds of the proposed share capital increase.
Pursuant to art. 289 of the ATHEX Regulation, par. (4) (c), in case where the share capital increase relates to the acquisition of another company and provided that the total acquisition price exceeds 1 million euro (as in this case) the report must include (a) valuation of the target company and (b) presentation of the target company including full data of the target, summary presentation of the target company, a detailed analysis of its business plan and the timetable of its implementation.
The data under (b) is set below, whereas the valuation under (a), given the special provisions applying to REICs and specifically art. 22 par. 8 of L. 2778/1999 (as in force) which provides that in the case of a promissory contract the valuation of the properties is prepared by a valuer of SOE prior to their final transfer, will be prepared then and will become available as provided by law.
Full data of the target company
The target company - SPV under the name of "Retail Development S.R.L." was set up on April 18, 2007 as a Romanian limited liability company, and was registered with the Bucharest Commercial Registry under the number J40/7773/2007 and tax registration number RO21588303. According to its Articles of Association its seat is at Fabrica de glucoza Street, No. 9-11, Building C1, Floor 2, Room no. 12, District 2, Bucharest.
Summary presentation of the target company
The sole purpose of the company - SPV was to acquire a plot of land in Iasio of Romania and construct a building which will be used as a Praktiker store. The lease agreement between company - SPV and Praktiker Romania was signed on 12 June 2007 and according to its terms, the company - SPV shall construct the store that will then be leased to Praktiker Romania for a period of 15 years from the delivery date. In addition the lessor grants to the lessee 3 options of 5 years each for the renewal of the lease on the same terms. On 25 May 2007 the company - SPV purchased the property from the then owners Siraj AD Impex SA and Group Queen Monaco SRL.
The company - SPV's share capital is RON 3,000 divided into 300 shares with a nominal value of RON 10 per share. The company - SPV's shareholders are two Cypriot entities, namely Dohanos Enterprises Limited and Nazeran Enterprises Limitedeach holding 50%of the company - SPV's shares. The company - SPV is represented by Mr. Dragos Bilteanu and pursuant to its management it has no employees.
It should be noted that the company - SPV will change its legal form into a societe anonyme and will change its Articles of Association so that its exclusive scope will be investments in real estate as provided by applicable law (L.2778/1999 and L.3581/2007) prior to the signing of the final sale and purchase agreement. For its conversion to a societe anonyme, the Company will increase its share capital to the statutory minimum level (being RON 90,000).
The plot located at 113 Tudor Vladimirescu Blvd., has total area of 23,075.58 sqm, while the building to be constructed by the company - SPV will have total leasable area of 8,950 m2
The company - SPV has 99.99% of its non current assets invested in the specific property and, after its conversion into a societe anonyme with the exclusive scope of investments in real estate, will meet the requirements, as described in the article 22 par. 2a. of L.2778/1999 as amended by article 17 para 3 of L.3581/2007, for its sale to the Company. The property falls under sub para b of paragraph 2 of article 22 of L.2778/1999 as it is under development and may be used as commercial property or for other commercial purposes in the immediate future.
Banking and Creditor's Loan
The company - SPV has total liabilities of ?10,553,071 which consists of a bank loan of ?9,5 million, and creditor's debts of ?1,053,071. The bank loan, has been obtained from Banca Romaneasca and was used to finance part of the acquisition of the land and part of the construction costs.
Business Plan
The company - SPV owns the property described above and has already entered into a lease agreement with the Praktiker chain for the total leasable area of the building of 8.950 m2. The lease term shall be for a period of 15 years and the monthly rent is ?89,065 plus VAT corresponding to ?9.25 per m2 . Starting on the 5th year of the lease, the rent shall be adjusted using the annual average European Index of Consumer Prices (EICP) as published by EUROSTAT for the previous year. In addition the lessor grants to the lessee 3 options of 5 years each for the renewal of the lease on the same terms. This investment has an expected return in line with the strategy and targets of the Company.
Business Plan Timetable
The land is already owned by the company - SPV, while the building will be constructed and ready to be leased, pursuant to the terms of the promissory contract in December 2007.
The Company's Board of Directors repeats that, with regard to the net funds to be raised through the proposed share capital increase, the Company aims to invest it according to the provisions of L. 2778/1999 (as amended by L. 3581/2007) on Real Estate Investment Companies S.A. and according to its business plan and strategy.
To the extent permitted by the real estate market conditions, the Company's strategy on its future growth is (also benefiting from the institutional changes brought by the recent change in the legal regime) to acquire high quality office and store areas, storage and industrial areas in locations of high or potentially high marketability and prominence in Greece as well as in the Central and Eastern Europe, for the purpose of leasing them to corporate lessees according to its investment strategy and in compliance to applicable laws. With regard to the timetable for the application of proceeds, the Company aims to use the best part of the obtained capital within a period of 24 months following the final subscription for the share capital increase.
Moreover, the individual investments to which the Company will proceed have not yet been fully determined and consequently can not herein be described in detail. The Company, however, commits itself to provide the information required pursuant to article 289 of the ATHEX Regulation upon realisation of the said investments and to also comply to all its regulatory obligations pursuant to current legislation.
Finally, it is noted that the Company has also published a relevant press release, as required by law.
THE BOARD OF DIRECTORS
Nea Ionia, 3 September 2007
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.