SLIDE 1
Company
- verview
November 2015
2
The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties SOCIMI, S.A. (the “Company” and, together with its subsidiaries, the “Group”) solely for informational
- purposes. By attending the meeting where this Presentation
is made, or by reading the Presentation slides, you will be deemed to have: (i) agreed to the following limitations and notifjcations and made the following undertakings; and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of the Presentation. This Presentation is being supplied to you solely for your information and is not, and is not to be construed as, a prospectus, offering memorandum or equivalent document. This Presentation does not constitute or form part of, and is not to be construed as, (i) any offer or invitation to sell or issue, or any solicitation of any offer to purchase, subscribe for, underwrite or otherwise acquire, any securities or fjnancial instruments of the Company (the “Securities”), nor shall it, or the fact of its communication, form the basis of, or be relied upon in connection with, or act as any inducement to enter into any contract or commitment whatsoever with respect to any Securities; or (ii) any form of fjnancial opinion, recommendation or investment advice with respect to any Securities. This Presentation may not be released, distributed or published, whether directly or indirectly and whether in whole or in part, into or in the United States or any other jurisdiction in which such release, distribution or publication would be unlawful. The distribution of this Presentation in
- ther jurisdictions may be restricted by law, and persons into
whose possession this Presentation comes should inform themselves about and observe any such restrictions. The information contained in this Presentation has not been independently verifjed. None of the Group, Morgan Stanley & Co. International plc (“Morgan Stanley”), Credit Suisse Securities (Europe) Limited (“Credit Suisse”), Goldman Sachs International (“Goldman Sachs”), J.P. Morgan Securities plc (“J.P. Morgan”) and UBS Limited (“UBS”) and, together with Morgan Stanley, Credit Suisse, Goldman Sachs and J.P. Morgan, the “Joint Bookrunners”), or any of their respective partners, shareholders, directors, offjcers, advisers, affjliates or representatives, shall be deemed to have made any representation, warranty or undertaking, express or implied, as to, and no reliance should be placed
- n, the truth, fullness, fairness, accuracy, completeness or
correctness of the information and opinions contained in this
- Presentation. The information contained in the Presentation
is not, does not constitute, and may not be relied on in any manner as legal, tax, investment, accounting, regulatory or
- ther advice on, about or in relation to the Group, nor does
it constitute a recommendation regarding the Securities. The information and opinions in this Presentation are not based upon a consideration of your particular investment
- bjectives, fjnancial situation or needs. Neither this
Presentation, nor any part of it, nor the fact of its distribution shall form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. You may wish to seek independent and professional advice and conduct your own independent investigation and analysis
- f the information contained in this Presentation and of the
business, operations, fjnancial condition, prospects, status and affairs of the Group. This Presentation contains statements that are forward- looking in nature. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts, including, without limitation, those regarding the fjnancial position, business strategy, management plans and objectives for future operations of the Group. The words “believe”, “expect”, “anticipate”, “intends”, “estimate”, “forecast”, “project”, “will”, “may”, “should” and similar expressions identify forward-looking statements. Other forward-looking statements can be identifjed from the context in which they are made. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other material aspects, which may be beyond the Group’s control and which may cause actual results or performance to differ materially from those expressed or implied by such forward-looking statements. All statements (including forward-looking statements) contained herein are made as
- f the date of this Presentation. There can be no assurance
that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. Certain market and competitive position data contained in this Presentation has been obtained from published and non-published industry studies or surveys conducted by third parties. While such data is believed, in good faith, to be reliable for the purpose used in this Presentation, there are limitations with respect to the availability, accuracy, completeness and comparability of such data. The Group and the Joint Bookrunners have not independently verifjed such data and can provide no assurance as to its accuracy
- r completeness. Certain statements in this Presentation
regarding the market and competitive position data are based on the internal analyses of the Group, which may involve certain assumptions and estimates based on the knowledge and experience of the management of the Group in the markets in which the Group operates. While the Group believes, acting in good faith, that such internal analyses and estimates are reasonable and reliable, they and their underlying methodology and assumptions have not been verifjed by any independent sources for accuracy or completeness and are subject to change. Additionally, the information on T esta Inmuebles en Renta, S.A. and on certain competitors contained herein is based on publicly available information which has not been verifjed by the Company. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this Presentation. The information provided in this Presentation is in summary form and does not purport to be complete. Except where
- therwise indicated herein, the information provided in
this Presentation is based on matters as they exist as of the date hereof and not as of any future date. None of the Group and the Joint Bookrunners, or any of their respective affjliates, advisers or representatives are under an obligation to update, correct, keep current or otherwise revise the information in this Presentation to refmect information that subsequently becomes available, or circumstances existing
- r changes occurring after the date hereof, or to notify
you of any inaccuracies contained herein, or to publicly announce the result of any revision to the statements made herein, except where they would be required to do so under applicable law. The Group, the Joint Bookrunners and their respective directors, offjcers, employees, partners, shareholders, advisers and agents, expressly disclaim, to the maximum extent permitted by law, any and all liability, whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in connection with the accuracy or completeness of the information or for any of the opinions contained herein, or any other written or oral information made available in connection with this Presentation, or for any errors, omissions or misstatements contained in this Presentation or such other information. None of the Group, the Joint Bookrunners, or any of their respective directors,
- ffjcers, employees, partners, shareholders, advisers and
agents, shall have any liability whatsoever (in negligence
- r otherwise) for any direct, indirect or consequential loss,
damages, costs or prejudices whatsoever arising from the use of this Presentation or its contents or otherwise arising in connection with this Presentation. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of Securities in the United States. These materials are not, and under no circumstances are to be construed as, an advertisement or a public offering
- f the securities described herein in any jurisdiction of
Canada nor as an offer to sell securities or as a solicitation
- f an offer to buy securities in any jurisdiction of Canada.
Any offer or sale of the securities described herein in Canada will be made only under an exemption from the requirements to fjle a prospectus with the applicable Canadian securities regulators and only by a dealer properly registered under applicable Canadian provincial and territorial securities laws or, alternatively, pursuant to an exemption from the registration requirement in the applicable province or territory of Canada in which such
- ffer or sale is made. These materials and the information
contained herein are not, and under no circumstances are they to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of any securities in Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon these materials or on the merits of the securities described herein and any representation to the contrary is an offence. Upon receipt of these materials, each Canadian recipient will be deemed to have represented to the Company and their authorized dealer agents, that the investor is an “accredited investor” as such term is defjned in National Instrument 45-106 Prospectus and Registration Exemptions and a “permitted client” as such term is defjned in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. In addition, upon receipt of these materials, each Canadian investor hereby confjrms that it has expressly requested that all documents evidencing or relating in any way to the sale
- f the securities described herein (including for greater
certainty any purchase confjrmation or any notice) be drawn up in the English language only. En outré, par la réception de ces matériaux, chaque investisseur canadien confjrme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confjrmation d’achat ou tout avis) soient rédigés en anglais seulement. In the United Kingdom, this Presentation is directed only at, and any investment or investment activity to which this Presentation relates is available only to, and will be engaged in only with, persons (i) who are investment professionals as defjned in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”);
- r (ii) fall within Article 49(2)(a) to (d) of the Order (“high
net worth companies, unincorporated associations etc.”) (all such persons being “relevant persons”). This Presentation is only for relevant persons and must not be acted on, reviewed or relied on by persons who are not relevant persons. In any member state of the European Economic Area (“EEA”), this Presentation is directed only at, and any investment or investment activity to which this Presentation relates is available only to, and will be engaged in only with, “qualifjed investors” within the meaning of Article 2(1) (e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU to the extent implemented in a relevant EEA member state) (“Qualifjed Investors”). This Presentation is only for Qualifjed Investors and must not be acted on, reviewed or relied on by persons who are not Qualifjed Investors. The Company believes that it was a passive foreign investment company (“PFIC”) for US federal income tax purposes for the previous taxable year and that it will be a PFIC for the current year and expects to be a PFIC in the future, which generally will result in adverse US federal income tax consequences for US investors. US taxpayers should consult their own tax advisers concerning the Company’s PFIC status and the consequences to them
- f treatment of the Company and entities in which the
Company holds equity interests as PFICs. The information contained in this Presentation, together with any oral information provided in connection with this Presentation, must be kept strictly confjdential and may not be copied, communicated, reproduced, distributed, or
- therwise made available (in whole or in part) by you to any
- ther person.