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Aldi in Giubiasco

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					                                                       The Purchase of
                                Aldi in Giubiasco
                                 Canton of Ticino, Switzerland
                                           Private Placement Memorandum
                                     by Louis Group Properties (Switzerland)




                                        properties switzerland


ENGLAND   GERMANY   HUNGARY   ISLE OF MAN   NAMIBIA   SOUTH AFRICA   SWITZERLAND
                                                                          properties switzerland




table of contents
Preamble...........................................................................................1
Key Features......................................................................................2
Aldi...................................................................................................3
The Swiss Property Market ..................................................................4
Aldi in Giubiasco ................................................................................5
Finances ...........................................................................................6
Bank Finance.....................................................................................7
Taxation Issues...................................................................................8
Investment Projections........................................................................9
Investment Advantages .....................................................................10
Investment Risks..............................................................................11
Investment Structure ........................................................................12
Administrative issues ........................................................................13
Disclaimers......................................................................................14




                                                            Private Placement Memorandum Aldi in Giubiasco
                                                                                                               properties switzerland




preamble
Louis Group Property Associations (LGPA) commenced in South Africa in 1968 and is today South Africa's largest
and longest serving private property syndication enterprise. LGPA currently operates in England, Germany, Isle of Man,
South Africa, Zimbabwe and Switzerland and can expose clients to properties in five currencies.


LGPA is delighted to release this much anticipated investment opportunity in Giubiasco, Switzerland. The property
is comprised of a retail warehouse to be constructed for Aldi, together with an adjacent site which is to be developed
as additional retail space. With Aldi as an anchor, the adjacent space is certain to attract much interest from other
retailers.


Aldi, which is a privately owned business, has an annual group turnover of circa €40 billion. The retailing group has
been so successful that it's founders Karl and Theo Albrecht are the 13th and 22nd richest men in the world according
to the Forbes Billionares list for 2006.


In Germany alone, the supermarket chain has an incredible 40% of the grocery market, and worldwide they have in
excess of 6,500 stores.


It is Aldi's stature and success which adds to Louis Group's excitement in this project. Given the current worldwide
investment focus on Swiss real estate, this type of investment opportunity is extremely rare.




This memorandum is for the use of the persons to whom it is addressed and the recipients of this memorandum agree that all of the information
contained herein is of a confidential nature. This memorandum must not be copied, reproduced, distributed or passed to others at any time without
the prior written consent of Louis Group.


                                                                                              Private Placement Memorandum Aldi in Giubiasco 1
                                                                                              properties switzerland




key features
Preamble:               This venture represents a unique investment opportunity. Located in Giubiasco (in the Canton
                        of Ticino, Switzerland) the property will be developed to the specifications of the tenant - Aldi.
                        Aldi is one of the top five companies in Germany, with in excess of 6,500 stores worldwide.
                        The adjacent site has also been acquired and will be developed as additional retail space.
                        Demand for this space is expected to be strong as retailers try to secure a position next to Aldi.

Plot No’s:              258 and 257

Plot Sizes:             8,587m2 + 5,665m2

Tenancy:                Let to Aldi Suisse AG, the Swiss Holding company for Aldi's operations in Switzerland. The
                        company has recently been capitalized with CHF150 million to fund Aldi's operations in
                        Switzerland.

Lease Type:             Fully Repairing & Insuring

Lease Period:           20 years

Renewal Options:        3 x 5 years

Rental Formula:         First Years Rent = 6.495% x (land cost + development cost)

Rental Escalations:     From the 1st year, 80% of Swiss CPI.

Capitalization Value:   CHF 5,711,000          (Land Cost)
                        CHF 6,800,000          (Development Cost)
                        CHF     995,000        (Acquisition Costs)
                        CHF     400,000        (Development Reserve)
                        CHF     294,000        (Cash Reserve)
                        CHF14,200,000          (Approximate Total)


Bank Finance:           CHF 9,400,000

Finance Terms:          Debt & interest to be repaid over a 20 year amortization schedule. Interest rate @ 3 month
                        CHF Libor swap rate plus 1.05% banker's margin plus cost of hedging instrument.

Landlord:               LGI Properties Platinum Ltd

Managing Agents:        Louis Group (IOM) Limited

Required Equity:        CHF 4,800,000

Available Shares:       480 @ CHF10,000 per share

Investment Commencement: Investors to pay by no later than 1 July 2007

Projected Return:       In excess of 8% in CHF compounded per annum

Risk Profile:           Low Risk

Property Return v Market Return: In excess of 8x current Swiss inflation or 6x CHF bank deposit rate.


                                                                               Private Placement Memorandum Aldi in Giubiasco 2
                                                                                                   properties switzerland




aldi




About Aldi
Aldi is a prestigious global chain of "no-frills" supermarkets   Their spartan business model of cost control, low prices
offering a limited assortment of groceries for the "best         and limited selection of quality products has catapulted
prices in town." In the international world of food retailing,   Aldi to success in every country in which it competes.
Aldi has become a supermarket brand to be reckoned               Russ Jones, vice-president with Cap Gemini Ernst &
with. Armed with a winning formula of hard discounting,          Young, an international retail consultancy based in Paris
the Aldi Group has extended its reach worldwide with in          says: "There are people who say there is no room to
excess of 6,500 stores. Their global footprint includes          compete with Wal-Mart on price, but Aldi has figured out
most of Europe, UK, Ireland, Australia and in excess of          a way to do it."
700 stores in the US.
                                                                 Covenant Status
The history of Aldi is intriguing. In 1946 after World War       The tenant is Aldi Suisse AG, the Swiss Holding company
2, the Albrecht brothers transformed their mother's small        for Aldi's operations in Switzerland. The company has
food shop into a retail concern. The store was located in        recently been capitalized with circa CHF150 million to
the German Ruhr valley and was named Albrecht Discount           fund Aldi's operations in Switzerland.
conceived out of the frugal post World War 2 days. Albrecht
Discount was renamed Aldi later. Around 1962 the two             It is common practice for Aldi's International Holding
brothers split the group into two sister companies, Aldi         Company to not guarantee the obligations of its
North and Aldi South. They are run so similarly, sharing         subsidiaries. Nevertheless, the reputational risk to Aldi
their best practices and market information, that they are       for any non-performance or breaches are substantial and
often considered as being one entity.                            a form of security in its own right.


                                                                                    Private Placement Memorandum Aldi in Giubiasco 3
                                                                                              properties switzerland




the swiss property market
Over the ages Switzerland has jealously guarded its           locations enjoyed good returns while office space in
independence and neutrality. So much so that although         peripheral areas saw their non-occupancy rates rise slightly.
it is surrounded by European countries it still maintains     However, well located office space continues to generate
the Franc as their currency and has not been tempted to       a good return on investment. This trend is still a function
join the EU.                                                  of the office property market, which experiences small
                                                              vacancies and encourages investment in further office
Their magnificent mountains, green meadows and snow           space.
capped peaks make Switzerland an attractive place in
which to live and invest. The Swiss have a GDP of
US$366.9 billion (Europe's eighth-largest economy) and
a population of 6 million people which enjoy one of the
highest living standards in the world. This, coupled with
their stable economy and government, ensures interesting
investment opportunities. The World Bank rates Switzerland
as the 11th best business climate to operate in.


There are two opposing factors at play in the property
market. First and foremost, a robust economic performance
is having a knock-on effect by increasing returns and
income, generating in turn, growth in office based business
and improved consumer sentiment. This all bodes well
for property values, but is mitigated by moderately rising
interest rates.


With property prices across Europe soaring, Swiss prices
no longer seem comparably high. The net result is that
today, property in Switzerland represents value for money,
especially considering the attractive available borrowing
rates. Switzerland is considered one of the world's best
protectors of property rights. The Economist Intelligence
Unit reports "contractual arrangements are completely         The retail property market has been under pressure of
secure in Switzerland, and the judiciary and civil service    late with nominal sales per year growing by 1% since
are of high quality."                                         1990. There is consumer demand in the market place
                                                              but it is coming off stronger levels and will be dampened
The residential property market has seen good growth,         by the marginal interest rate increases. The Swiss enjoy
especially in the last few years, and is poised to continue   a per capita income of around CHF48,600 making
showing solid growth. The economy was slightly stagnant       Switzerland one of the richest countries in the world.
in 2002 and 2003 but has seen GDP growth in excess            Swiss retail sales in 2005 were in excess of CHF85
of 1.9% per annum post 2004. Credit Suisse are                million. The grocery sector, including Migros, Co-op,
forecasting a growth rate of around 1.7% in the Swiss         Denner and ALDI, enjoy a large percentage of this turnover.
GDP for 2006.                                                 The Swiss are becoming increasingly cost conscious and
                                                              retail warehousing by major international retailers such
The Swiss Office property market enjoyed a year of mixed      as ALDI are accordingly also enjoying this positive market
results. Office properties in central well established        response.

                                                                               Private Placement Memorandum Aldi in Giubiasco 4
                                                                                             properties switzerland




aldi in giubiasco
Location:                 Giubiasco is a municipality located in the district of Bellinzona, within the canton of Ticino,
                          Switzerland. Ticino is the southernmost canton of Switzerland. This canton falls within the
                          Italian speaking area of Switzerland and is almost entirely surrounded by Italy on the East,
                          West and South. The Canton is named after the beautiful Ticino River. Giubiasco is located
                          in the warmer Southern part of Ticino near the lake Lugano. This area is characterised by
                          hydro-electricity generated in the area, vineyards and tourists. A combination of lakes and
                          sunshine mean that tourism is an important economic factor in this area.

Construction:             Plot 258 will be developed according to Aldi’s specification – with a 20 year lease. The
                          adjacent plot (Plot 257) will be developed for occupation by retail operators, subject to
                          consent of the local planning authority.

Plot No’s:                258 and 257

Plot Sizes:               8,587m2 + 5,665m2

Tenant:                   Aldi Suisse AG

Development Parameters: Aldi establishes the
                        development parameters
                        and pays rental as a factor
                        of the development costs.

Lease Period:             20 years

Lease Commencement:       Circa 1 September 2007

Renewal Options:          3 x 5 years

Annual Net Rental:        Aldi have contracted to pay an annual rental of CHF82,000 (plus VAT) per annum for this
                          site - until such time as the site has been developed and suitable tenants secured. The
                          reason for this agreement is that the local planning authority required the adjacent site to
                          be co-owned and developed in order for planning consent to be granted.

Ancillary Costs:          Plot 258
                          Include notary fees and building permit fees, 50% of the land registry fee, 50% of the
                          property transfer tax.

Rental Payments:          Monthly in advance

Rental Escalations:       Rentals escalate at 80% of the Swiss Consumer Price Index, adjusted annually. Rentals
                          may not be adjusted downwards.

Some Important Lease Provisions:
• The lease is on Fully Repairing and Insuring terms, with the exception that the Landlord is responsible for the
  annual property rates.
• The Landlord is under an obligation to refrain from letting other properties belonging to it within a radius of 500m
  to another discount retail food store.
• Aldi reserves the right to repurchase the property for a period of 25 years in the event that the landlord wishes to
  sell.




                                                                              Private Placement Memorandum Aldi in Giubiasco 5
                                                                                            properties switzerland




finances
Acquisition Costs
The approximate acquisition costs are as follows:            The following fees will be payable to LG on this investment
                                                             project:
Land Purchase Price Plot 258          CHF 3,161,000
Land Purchase Price Plot 257          CHF 2,550,000          Project Introduction: 1.75% of the property purchase and
Development Costs Plot 258            CHF 3,300,000          development costs.
Development Costs Plot 257            CHF 3,500,000
Transfer Tax                          CHF    85,000          Corporate services: As posted from time to time on
LGI Source Fee                        CHF   220,000          www.lgtrustees.com.
Swiss Agent Fee                       CHF   150,000
German Agent Fee                      CHF   125,000          Asset Management: 5% of funds collected in rentals and
Valuation Fee                         CHF    52,000          other recoveries. Market related fees for the conclusion
Bank Finance Fee                      CHF    55,000          of new leases, lease renewals and lease reviews may also
Tax Opinion Fee                       CHF    13,000          be charged.
Attorney Fee                          CHF    90,000          Asset Disposal: The greater of 2% of the sale amount, or
Notary Fee                            CHF    70,000          the performance fee as detailed below. If the performance
Bank Legal Fee                        CHF    50,000
Company Reg Fees                      CHF    15,000
Swiss Revenue Reg Fees                CHF    10,000
Miscellaneous Fees                    CHF    60,000
                                      CHF13,506,000

The said costs are approximates only and may vary.
The said costs are dependent on the final agreed
development costs.
The development costs have not been finalized at the
time of print and may vary.
The amounts exclude Swiss VAT at the applicable rate.

Capitalisation
The capitalisation requirements of the company are as        fee is charged then no asset disposal fee will be levied.
follows:
                                                             Performance: Where the investment's annualised
Acquisition Costs                     CHF 13,506,000         performance is in excess of an established benchmark
Development Reserve                   CHF    400,000         return, an annualised performance fee may be levied
Cash Contingency                      CHF    294,000         against the investor's return, based on the out-performance
Total                                 CHF 14,200,000         of the investment. The set benchmark return in this case
                                                             is 8% per annum and the performance fee would be
The company is to be capitalised as follows:                 calculated as follows:

Shareholders Loans                    CHF 4,800,000          IRR          Performance Fee
Bank Finance                          CHF 9,400,000          0 - 7.9%     No fee levied
Total                                 CHF 14,200,000         8% +         20% of the out-performance will be levied

Issued Shares                                                The performance fee will be calculated over the holding
480 Shares will be issued at CHF10,000 per share,            period of the investment since commencement.
structured as described herein.
                                                             LG may choose to waive certain fees in the event that the
Fees                                                         property does not perform to certain levels.
Louis Group (IOM) Limited, or its authorised nominee or
subsidiary as the case may be, (hereinafter referred to as   In all cases these fees exclude VAT, disbursements and
"LG") has been selected as both the corporate services       third party fees.
provider and the property asset manager for the duration
of the investment period.

                                                                             Private Placement Memorandum Aldi in Giubiasco 6
                                                                                               properties switzerland




bank finance
Leverage
This property investment allows for a minimum of 75%
bank leverage on the land purchase price plus the property
development costs, without the inherent risks to the
investor. The investor is not personally liable in any manner
for the bank finance, as Louis Group International Holdings
Ltd has made suitable arrangements with the financing
institution to exclude any liability to the investor.

Leverage is the principle employed as one of the optimal
ways to make capital grow faster than the rate of inflation.
Leverage involves the utilization of bank finance in order
to help the investor increase the size of their stake in a
property, by allowing them enhanced capital growth with
the greatest after tax income. There are tax benefits and
increased capital profit that can be achieved from
incorporating leverage in a property investment.

Although leverage of 75% may seem low, it must be borne
in mind that the Swiss banking community is, in all
likelihood, the most conservative in the world. LG will
always seek to optimise the capital structure of the
investment, and if the Directors are able to achieve higher
leverage in the future they will certainly do so.

Leveraging has inherent risks described under Investment
Risks.
                                                                and Louis Group International Holdings Ltd.
Non-Recourse Loan
We will obtain a mortgage loan from Credit Suisse (or           Therefore, if the property falls in value, exposure would
another bank, as the Directors deem appropriate) for a          be limited to the extent of the investors initial cash
sum of no less than 75% on the land purchase price plus         investment.
the property development costs.
                                                                Finance Interest
If Louis Group on behalf of the Investment Company is           The terms of the bank loan is that the debt and interest
able to secure greater leverage either now or in the future,    will be repaid over approx. a 20 year amortization schedule,
then the Investment Company will exercise this option           with a hedging instrument to the banks satisfaction.
and utilize any excess funds in its discretion to redeem
shareholder loans.                                              The interest rate applicable on the loan is the 3 month
                                                                CHF Libor Swap rate plus 1.05% banker's margin. Take
The non-recourse nature of the bank loan will effectively       note that this rate excludes the additional costs associated
reduce the risks associated with the property investment        with the hedging instrument.
since, in the event of the unlikely tenant failure and / or
collapse in commercial property values and/or any               Generally the interest payable on the bank loan can, for
unforeseen circumstances, the lending banks recourse is         tax purposes, be offset against the rental income from
not to the investor but only to the property and such other     the property. Without this offset, income tax would be
arrangements as the company has made with the Bank              payable on all of the rental income.

                                                                                Private Placement Memorandum Aldi in Giubiasco 7
                                                                                                 properties switzerland




taxation issues
Introduction                                                         namely on the company's equity at 0.3% and an
There are three levels of taxation in Switzerland, namely            annual property tax of 0.2%.
the confederation, the cantons as well as the communes
are empowered to levy taxes. This is in accordance with          Federal Capital Gains Tax
the Swiss system of federalism and is rooted in                  For direct federal taxes, the realized capital gain (difference
Switzerland's historical development.                            between the market value and the book value of the
                                                                 property) is always subject to the effective tax rate of
The cantons are free to decide which taxes they choose           7.8%.
to levy unless the Federal Constitution specifically bars
them from collecting a given tax or reserves the exclusive       Cantonal Capital Gains Tax
right to do so to the Confederation.                             The cantons have two different taxation systems that can
                                                                 apply in the event of a sale of the property. The applicable
General Taxation                                                 taxation system depends on which canton the real estate
In the case of a foreign investor who purchases directly         is situated:
into Swiss real estate, it constitutes a limited tax liability
                                                                 (a) Some cantons levy a special real estate capital gains
                                                                     tax. The cantonal tax rates range between 20% and
                                                                     30%. Speculation surcharges are levied for holding
                                                                     periods of less than 2 years. Tax reductions are granted
                                                                     for holding periods of more than 5 years. The
                                                                     percentage of these surcharges and reductions varies
                                                                     from canton to canton.


                                                                 (b) In addition to the capital gains tax, a federal tax of
                                                                     7.8% is levied on the sale of the building.


                                                                 (c) Other cantons do not levy a special real estate capital
                                                                     gains tax. In these cantons, any realized capital gain
                                                                     is subject to the ordinary cantonal and communal
in Switzerland. Consequently, the income of the property             taxes.
as well as the value of the investment in the real estate
become subject to (i) direct federal tax and (ii) cantonal       Real Estate Transfer Tax
and communal tax. In addition, (iii) the cantons levy an         Most of the cantons levy a real estate transfer tax on the
annual net worth tax.                                            market value of the transferred property up to 3.3%. The
                                                                 real estate transfer tax for the Canton of Ticino is 1.4%.
i) The profit after expenses and mortgage interest is
    taxed at 7.8% on direct federal tax level.                   Value Added Tax
ii) The applicable cantonal and communal tax rates               The current VAT rate in Switzerland is 7.6%.
    depend on the canton where the real estate is located.
    The range of the cantonal income tax rates varies            Disclaimer
    between 8.5% and 20%. For the Canton of Ticino,              The aforementioned is for general information purposes
    the cantonal and communal income tax rate is 15%             only. It is not intended to be comprehensive or to provide
iii) An annual net worth tax is also levied on the property,     any specific tax advice.


                                                                                  Private Placement Memorandum Aldi in Giubiasco 8
                                                                                                 properties switzerland




investment projections
Investment Strategy                                                form and the company's memorandum and articles of
The core investment strategy will be to hold the property          association.
for at least 7 years and during this period we will continue
to negotiate refinance terms for the property to release       •   Alternatively, Louis Group would endeavour to sell the
shareholder loans.                                                 shares for the investor. Although experience has shown
                                                                   that it takes approximately one to three months to sell
During the investment period, net surplus funds after              shares, Louis Group cannot guarantee a sale within
servicing bank debt, company expenses, Swiss taxes and             this period.
providing for reserves, will be distributed to investors in
the most tax effective manner. It is the stated objective
of the company to try to make income & loan repayment
distributions to the investors from available net cash
proceeds.


After the first 2 years, the company aims to annually
return in excess of 2% cash to the investor, which may
be largely increased due to loan refinancing.


Based on an assumed gradual increase in rent and positive
capital growth over the investment period, we project that
the return on investment will be in excess of 8% per
annum compounded in Swiss Francs.


As a comparison, it is noteworthy to mention that the
current bank deposit rates on Swiss Francs is circa 1.5%
and the Swiss inflation rate is currently circa 1%. This
implies that the projected returns are 6 to 8 times greater
than the bank or inflation rates respectively.


Liquidity of Investment
To enjoy the expected return, which we have projected
to be in excess of 8% per annum compounded, investors
should ideally hold shares for a minimum period of 5-7
years - if held for an even longer period the growth should
be proportionately greater.                                    Naturally, investors would not enjoy the growth envisaged
                                                               on early disposal as investment returns grow relative to
However, there is nothing withholding investors from           the time period held. By way of example, if shares are
realizing the investment earlier. This can be effected as      sold after being held for two years, an investor could in
follows:                                                       all likelihood expect to achieve a return on equity of say
                                                               5% per annum compounded. However, if the same shares
•   Shares are freely tradeable and investors may dispose      were disposed of after 5 years, the return on equity should
    of their holding, subject to the purchaser being bound     be substantially greater - say in excess of 8% per annum
    by the conditions contained in the share application       compounded.


                                                                                  Private Placement Memorandum Aldi in Giubiasco 9
                                                                                                 properties switzerland




investment advantages
There are many advantages to this investment, which             cost which makes the potential capital value of the
must be read in conjunction with the investment risks:          property particularly attractive.


Tenant & Portfolio Status                                       Profitable Spread
This is truly a remarkable investment opportunity, rarely       There is a profitable and unusual spread between the
available. Aldi is a world-class company with a significant     Cost of Debt and Net Unleveraged Yield. The Cost of Debt
global presence of in excess of 6,500 retail stores. This       (excluding hedging) is say 2.76% versus the Net Ungeared
retail property is a scarce commodity, especially considering   Yield at say 5.8%, leaves a spread of circa 3%, which
the great international demand for quality Swiss commercial     spread escalates as rentals escalate. The implication of
properties.                                                     this scenario is that if the property was leveraged at 100%
                                                                and no equity was introduced, an income profit could
                                                                still be made.


                                                                Additional Funding
                                                                Based on the agreed rental uplifts, an additional non-
                                                                recourse bank loan could be secured in the future,
                                                                providing the company with a cash lump sum for
                                                                distribution.



                                                                Non-Recourse Lending
                                                                This property investment allows for bank leverage without
                                                                the inherent risks to the investor. The investor is not
                                                                personally liable in any manner for the bank finance.


                                                                Tax Advantages
                                                                Based on current Swiss tax legislation, the tax deductible
                                                                depreciation rate for buildings held by foreign investors
                                                                is 3% per annum


                                                                Louis Group Property Association Benefits
Fully Repairing and Insuring Lease                              •   Louis Group's performance and track record;
The lease has been concluded on Fully Repairing and             •   The ability for an investor to access this quality deal
Insuring (FRI) terms, which implies that the tenant is              via Louis Group;
responsible for all property costs, insurance and               •   Louis Group's conservative investment philosophy, ie
maintenance over the entire lease period (with the exclusion        good location, covenant strength, strong economy;
of property rates, which are low). The FRI status of the        •   Joint investment with Louis Group;
lease significantly reduces possible investment risks as        •   Leveraging on Louis Group's financial strength and
investors can more accurately assess future returns and             reputation;
projections.                                                    •   Low barriers to investment entry;
                                                                •   Greater liquidity than other private property alternatives;
Purchase at Cost                                                •   Offshore holding platform;
The land and subsequent development is purchased at             •   Louis Group's hands-on management style.


                                                                                  Private Placement Memorandum Aldi in Giubiasco 10
                                                                                               properties switzerland




investment risks
Potential shareholders should be aware of the risks of         include the risk of a forced property sale if default occurs,
investing in the Company and the property described            leverage can augment potential losses, debt ranks ahead
herein.                                                        of the investors' capital and loan injections and the interest
                                                               rate may not be fixed.
Value
The value of the investment may go down as well as up,
and the investor may not get back the full amount invested.


The value of the property may be affected by changes in
government policies, changes in taxation, development
in laws or regulations and other changes. However, this
is mitigated by the FRI lease status and long leasehold
interest.


Business Risks                                                 Investment Advice
The investment will be subject to the usual risks of owning    The information on this memorandum is directed at
commercial property in Switzerland, including general          professional persons and is not to be regarded as an offer
economic conditions, uninsured calamities and other            to buy or sell, or the solicitation of any offer to buy or sell
factors.                                                       securities or investments in any jurisdiction. Investors
                                                               will have to undertake due diligence procedures and
The Future                                                     accept standard terms of business.
Historical facts, information gained from historic
experiences, present facts, circumstances and information,     Note that this is not a "Collective Investment Scheme"
and assumptions, from all or any of these, do not guide        within the definitions contained in Section 30 of the Isle
the future. Aims, targets, plans, intentions and projections   of Man Financial Supervision Act 1988. The company is
referred to are no more than that and do not imply a           a Closed Ended Company and is unregulated.
forecast. Past performance is not necessarily a guide to
future performance.                                            An investment in the company should be viewed as a
                                                               long term commitment, at least 7 years. Investors should
Illiquidity                                                    seek the advice of their own investment adviser before
The market for investments in private property syndications    considering investing in the company.
such as this is illiquid and there is no certainty that a
buyer will be available or that a particular price will be     Other Risk Factors
obtained. There is no established market for interests in      The good location and physical characteristics of the
the company.                                                   buildings may change over the investment period. The
                                                               credit-worthiness of the tenant may also change.
Investments in the company will not be quoted or listed
on any investment exchange. It may be difficult to obtain      Yields may rise and property prices consequently fall. The
reliable information on the current value of the property.     property market is cyclical and may be affected by over-
An application for shares in the company may not be            supply or decreased demand.
cancelled.
                                                               Disclaimers
Leverage                                                       The investor is advised to refer to the disclaimers described
There are risks associated with using bank lending which       herein.

                                                                                Private Placement Memorandum Aldi in Giubiasco 11
                                                                                                   properties switzerland




investment structure
Property Company
The property was purchased by LGI Properties Platinum Ltd (an Isle of Man company with Reg. No. 115630) hereinafter
referred to as the "Property Company".


The property company has two Directors, namely Dr Alan Louis [BCom(Hons)MComPhD] and Mr Lukas Nakos
[B.Bus.SCI], or nominees appointed from time to time by Louis Group Trustees Ltd. The company secretary is Dirk
Mudge [CA]. The Directors and Secretary are experienced and licensed Directors.


The Property Company will be wholly owned by Louis Group Investments Yellow Ltd (an Isle of Man company with
Reg. No. 117814C) hereinafter referred to as the "Investment Company." The Investment Company will have the same
Directors and Secretary as the property company. Investors will acquire their shares in the Investment Company.


Classes of Shares
The Investment Company will issue 2 classes of shares, namely Ordinary A class shares and Ordinary B class shares.
The Ordinary A Class shareholders have no voting rights, but they enjoy all the economic rights, namely rights to
participate in distributions of income or capital. The Ordinary B Class shareholders have all the voting rights, but they
do not enjoy any economic rights.


The Ordinary A Class shareholders will consist of the investors and the Ordinary B Class shareholders will be Louis
Group International Nominees (One) Ltd or their appointees. Take note that this structure may change in line with
Swiss and/or investor requirements.


Loan Accounts
The Investment Company will be capitalized with shareholder loans. Each shareholder will be obliged to make an
interest free loan to the company in the amount of CHF9,999 per share acquired. These loans may earn interest at
the discretion of the directors. Shareholder loans will be treated equally.


Louis Group International Holdings Ltd or its subsidiary investment company/ies and/or trusts and/or foundations
("Louis Group") will also be investing in this Investment Company and providing its pro-rata portion of shareholder
loans. Since Louis Group facilitated the acquisition of this deal and made the necessary leverage arrangements with
the financial institution, Louis Group is entitled and may redeem its credit loan from surplus funds available in the
Investment Company before investors are entitled to redeem their loans. Louis Group has made arrangements with
the Investment Company that in the unlikely event that any losses are suffered by shareholders, Louis Group will also
suffer its pro-rata share of such losses.

  Organogram of Structure


         All Investors           A Class Shareholders                     B Class Shareholders            LGI Nominees


                                               Louis Group Investments Yellow Ltd


                                                  LGI Properties Platinum Ltd


                                                         Swiss Property

* Note: This structure may be altered to maximise investor objectives.
                                                                                    Private Placement Memorandum Aldi in Giubiasco 12
                                                                                               properties switzerland




administrative issues




Investment Cost Per Share
The investment cost per share will be CHF10,000 split         •   submitting a comprehensive Investment Report and
as a CHF1 payment for the Ordinary A class shares plus            Asset Register for the period ending the 28th February
a corresponding CHF9,999 loan account.                            of each year; and


Payments after Due Date                                       •   posting or displaying on the Louis Group website a
Investors purchasing shares in the Investment Company             copy of the Company's Audited Annual Financial
after 1 July 2007 will be charged interest at 5% per              Statements.
annum from 1 July 2007 until date of receipt of the
investors' funds. Similarly, investors depositing funds for   Shareholders Agreement
the purchase of company shares before 1 July 2007 will        Investors who wish to become shareholders of the
earn interest at the applicable deposit rates of the Royal    Investment Company must make a private placement
Bank of Scotland or Credit Suisse.                            application for shares in the Company. Each shareholder
                                                              will also be obliged to make a loan to the company as
Financial Reports                                             outlined in the investment structure.
The company will report to each of its shareholders in
the following ways:


                                                                                Private Placement Memorandum Aldi in Giubiasco 13
                                                                                                                        properties switzerland




disclaimer
Prerequisites                                                                   Investors will have to undertake Due Diligence procedures and accept
Please note that it is only possible to acquire shares in Louis Group           standard terms of business.
Investments Yellow Ltd ("the Company") by personal invitation.
Consequently, investments in the company will be limited to those who           Specifically, the investments described are not available for distribution
receive this Private Placement Memorandum.                                      to or investment by US investors. The units/shares will not be registered
                                                                                under the US Securities Act of 1933, as amended (the "Securities Act")
An investment in the company should be viewed as a long term commitment         and, except in a transaction which does not violate the Securities Act or
(at least 7 years). Our aim will be to generate returns in excess of 8%         any other applicable US securities laws (including without limitation any
per annum in CHF over this investment period. There are however no              applicable law of any of the States of the USA) may not be directly or
guarantees in this regard.                                                      indirectly offered or sold in the USA or any of its territories or possessions
                                                                                or areas subject to its jurisdiction or to or for the benefit of a US person.
Note that this is not a "Collective Investment Scheme" within the definitions   Persons resident in territories other than the Isle of Man should consult
contained in Section 30 of the Isle of Man Financial Supervision Act            their professional advisers as to whether they require any governmental
1988. The company is a Closed Ended Company. It should be noted that            or other consents or need to observe any formalities to enable them to
the contributions of participants/investors and the profits or income out       invest in the products described on this memorandum.
of which payments may be made to them are not pooled. Investors in the
company will have the rights of shareholders in a private company               If you need more information about the investment with the company,
incorporated in the Isle of Man according to the Memorandum & Articles          please contact us directly. Alternatively, if you wish to obtain personal
of Association of the company. The shareholders will own the company,           advice as to whether the products on this Memorandum are suitable for
and the company will own the Property.                                          your needs, you should consult an Independent Financial Adviser ("IFA").
                                                                                Louis Group Trustees Limited may be approached directly for investment
Louis Group Trustees Limited or the duly appointed nominees of Louis            advice or for recommendations regarding investments. They are licensed
Group International Holdings Ltd have been appointed as Corporate               to perform Corporate Services and Investment Business by the Isle of
Service Providers to the Company over the entire investment period. Louis       Man Financial Supervision Commission. The information on this
Group Trustees Limited have also been appointed over the entire investment      memorandum is for informative purposes only. Under no circumstances
period as Managing Agents to the Property, and as Property Advisors to          is the information to be used or considered on as an offer to sell, or a
the Directors of the company.                                                   solicitation of an offer to buy, any security. Additional information is
                                                                                available upon request. Where information has been obtained from outside
The company has investigated the property described in this document            sources, it is believed to be reliable but is not represented to be accurate
(the "Property") and has utilized Louis Group and other consultants to          or complete. Past performance is not necessarily a guide to the future.
evaluate the Property. The information is being issued by the company           The value of an investment and any income from it can go down as well
and is provided to a limited number of prospective investors solely for         as up and you may not get back the amount originally invested. To the
their use in considering their investment in the property.                      best of our knowledge and belief (having taken all reasonable care to
                                                                                ensure that such is the case) the information on this memorandum is in
Whilst the company has made all reasonable efforts to ensure the accuracy       accordance with the facts and does not omit anything likely to affect the
of the information provided to it and the projections based thereon, it         import of such information.
makes no representation or warranty, express or implied, as to the accuracy
or completeness of the information contained herein and expressly               Data Protection / Privacy Policy Statements
disclaims any and all liability relating to or resulting from the use of such   The Company and Louis Group Trustees Ltd treats the privacy of its
information. In particular no representation or warranty is given as to the     investors very seriously. Although the company maintains strict
achievement or reasonableness of any future projections, estimates or           confidentiality, the legal duties imposed by law to record and disclose
statements about future prospects of the Property. Investors are advised        information to the relevant authorities are complied with. The company
to obtain their own independent legal or investment advice with regards         will accordingly not be liable for any claims, which may be made in
to the proposed investment in the company.                                      relation to disclosures in compliance with these legal obligations.


Also note that the projected returns are quoted in CHF and no projection        You have the right to receive details of the personal information that we
is provided for returns in any other currency. No liability is accepted for     maintain about you although we reserve the right to make a nominal
exchange rate fluctuations.                                                     charge for this service. We will not disclose personal information to third
                                                                                parties, unless we are obliged to disclose such information to a regulatory
The taxation issues contained in this Memorandum are merely intended            authority who is legally empowered to require such information.
as a guide as to some of the significant taxation factors affecting this
investment. It is not intended to be used for taxation advice and no            This memorandum is for the use of the persons to whom it is addressed
liability is accepted.                                                          and the recipients of this memorandum agree that all of the information
                                                                                contained herein is of a confidential nature. This memorandum must not
The information on this memorandum is directed at professional persons          be copied, reproduced, distributed or passed to others at any time without
and is not to be regarded as an offer to buy or sell, or the solicitation of    the prior written consent of the company.
any offer to buy or sell securities or investments in any jurisdiction.


                                                                                                     Private Placement Memorandum Aldi in Giubiasco 14

				
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