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Conditional Voluntary Public Take-Over Offer

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Conditional Voluntary Public Take-Over Offer CONDITIONAL VOLUNTARY PUBLIC TAKE-OVER OFFER on all Distribution Shares (coupon No. 20 and following attached) and all Capitalisation Shares issued by IMMO CROISSANCE Société d’investissement à capital variable (SICAV) incorporated under Luxembourg law Registered office: 69, route d’Esch L-1470 Luxembourg Grand-Duchy of Luxembourg Company Register of Luxembourg B 28872 by BAUGUR Group hf Registered Office : Túngötu 6 101 Reykjavik Iceland Register of Companies Fyrirtækjaskrá Ríkisskattstjóra: 480798-2289 ("BAUGUR") The terms of the Offer have been reviewed by the board of IMMO CROISSANCE at a meeting on 13 July, 2007. The following is the conclusion of the “avis motivé” of the board: Considering the foregoing, and that IMMO CROISSANCE has not received at the date of the present opinion other shows of interest in the form of a firm acquisition offer, the Board recommends to the shareholders to subscribe to the offer of BAUGUR. The full text of the “avis motivé” is reproduced as Annex 5 to this Prospectus. The “avis motivé” is circulated together with this Prospectus but has not been reviewed by nor approved by the CSSF. 1 Offer price: Per Capitalisation Share: a cash payment of EUR 926.16 Per Distribution Share (coupon No. 20 and following attached): a cash payment of EUR 329.15 Period: from 18 July 2007 to 31 August 2007 Centralising Agents: Banque Degroof in Belgium and Dexia Banque Internationale in Luxembourg Financial Intermediaries: In Belgium: Banque Degroof S.A., Tel: +32(2) 287 97 59 In the Grand-Duchy of Luxembourg: Dexia Banque Internationale, Tel: +352 4590 4278 Investors are especially asked to refer to section 2.5. "Terms and conditions of the Offer" and to section 2.5.4. "Condition precedent". IN TAKING THEIR DECISION, THE SELLERS MUST USE AS A BASIS THEIR OWN EXAMINATION OF THE TERMS OF THE OFFER, INCLUDING THEIR EXAMINATION OF THE SUITABILITY OF THE OFFER AND THE RISKS WHICH IT IMPLIES. ANY SUMMARY OR DESCRIPTION OF LEGAL PROVISIONS, RULES OF COMPANY OR TAX LAW OR CONTRACTUAL RELATIONS IN THE PROSPECTUS IS SUPPLIED EXCLUSIVELY FOR INFORMATION PURPOSES AND CANNOT IN ANY CASE BE INTERPRETED AS CONSTITUTING A LEGAL OR FISCAL OPINION AS REGARDS THE INTERPRETATION OR THE BINDING NATURE OF THESE PROVISIONS, REGULATIONS OR RELATIONS. THIS OFFER HAS NOT BEEN RECOMMENDED BY ANY SECURITIES COMMISSION OR REGULATORY OR PRUDENTIAL AUTHORITY. IN THE CASE OF DOUBTS AS TO THE CONTENT OR MEANING OF THE INFORMATION CONTAINED IN THIS PROSPECTUS, INVESTORS ARE INVITED TO CONSULT AN AUTHORISED ADVISOR OR A PROFESSIONAL SPECIALISING IN THE SALE AND PURCHASE OF FINANCIAL INSTRUMENTS. It is possible that the information in the Prospectus is only accurate as at the date of this Prospectus. Any amendment within the meaning of the Takeover Law and, more generally, any new material event or any material error or inaccuracy concerning the information in this Prospectus occurring before the end of the Offer Period will be the object of a supplement to the published Prospectus in accordance with the arrangements authorised by the CBFA and the CSSF. Subject to the legal obligations arising from article 8 of the Takeover Law or any other legal obligation, the Bidder is not required to update the Prospectus. This Prospectus does not constitute either a purchase offer or a sales offer or a solicitation by a person in a country where such an offer or solicitation is not authorized or to any person for which it is illegal to make such an offer or solicitation. No initiative has been (nor will be) taken by the Bidder elsewhere than Belgium and the Grand-Duchy of Luxembourg to permit a public offer relating to the Shares. Neither this Prospectus, 2 nor any other announcement or other information relating to it can be made available to the public in a country other than Belgium and the Grand-Duchy of Luxembourg. BAUGUR expressly declines any responsibility in the event of breach of these restrictions by anyone. This Prospectus cannot be circulated without the appendices which are attached to it and which are integral parts of it. 17 July 2007 3 TABLE OF CONTENTS : DEFINITIONS.......................................................................................................................................................... 7 CHAPTER 1. GENERAL INFORMATION....................................................................................................... 10 1.1 PERSONS RESPONSIBLE FOR THIS PROSPECTUS .......................................................................... 10 1.2 APPROVAL BY THE COMMISSION DE SURVEILLANCE DU SECTEUR FINANCIER................. 10 1.3 RECOGNITION BY THE COMMISSION BANCAIRE FINANCIERE ET DES ASSURANCES ........ 10 1.4 LANGUAGES AND AVAILABILITY OF THE PROSPECTUS............................................................ 10 1.5 FORWARD-LOOKING STATEMENTS................................................................................................. 11 1.6 PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION ........................ 11 1.7 CURRENCY............................................................................................................................................. 11 1.8 LEGAL ADVISOR................................................................................................................................... 12 1.9 FINANCIAL ADVISOR........................................................................................................................... 12 1.10 REAL ESTATE ADVISOR ...................................................................................................................... 12 1.11 FINANCIAL INTERMEDIARIES AND CENTRALISING AGENTS ................................................... 12 1.12 EXPENSES AND TAXES........................................................................................................................ 12 1.13 DEFINED TERMS ................................................................................................................................... 13 CHAPTER 2. INFORMATION RELATING TO THE OFFER....................................................................... 14 2.1 FINANCING OF THE OFFER ................................................................................................................. 14 2.2 LEGAL FRAMEWORK FOR THE OFFER............................................................................................. 14 2.3 OBJECTIVES OF BAUGUR.................................................................................................................... 14 2.3.1 General Strategy Rationale.................................................................................................................. 14 2.3.2 Investment Criteria .................................................................................................................................... 15 2.4 INTENTIONS OF BAUGUR ................................................................................................................... 16 2.4.1 Future governance and management of IMMO CROISSANCE........................................................... 16 2.4.2. Reopening of the Offer.......................................................................................................................... 16 2.4.3 Delisting and Reopening in the Event of Delisting............................................................................... 16 2.4.4 Obligatory Withdrawal and Obligatory Purchase ............................................................................... 17 2.5 TERMS AND CONDITIONS OF THE OFFER ....................................................................................... 17 2.5.1 Purpose of the Offer ............................................................................................................................. 17 2.5.2 Offer Price............................................................................................................................................ 18 2.5.3 Duration of the Offer............................................................................................................................ 18 2.5.4 Condition Precedent............................................................................................................................. 18 2.5.5 Commitment to bring the Offer to its conclusion.................................................................................. 19 2.5.6 Procedure – Acceptance of the Offer ................................................................................................... 19 2.5.7 Payment of the Offer Price................................................................................................................... 20 2.5.8 Publication of the results of the Offer .................................................................................................. 20 2.6. DETERMINATION AND JUSTIFICATION OF THE PRICE........................................................................ 21 2.6.1. Determination of the Price ....................................................................................................................... 21 2.6.2. Justification of the Price........................................................................................................................... 22 2.7 TAX REGIME FOR THE OFFER ............................................................................................................ 27 2.7.1 Tax regime applicable in Belgium.......................................................................................................
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