IERE.L Regulatory News (IERE)

7 December 2015

INVISTA EUROPEAN REAL ESTATE TRUST SICAF

(the "Company")

Notice of the Adjourned Extraordinary General Meeting

Voluntary Liquidation of the Company

The Extraordinary General Meeting of the Company convened for 26 November 2015 was adjourned for four weeks by decision of the board of directors of the Company (the "Board") in accordance with the provisions of article 67 (5) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, as a result of certain convening notice and other requirements not having been complied with. The Board today announces the publication of its Circular regarding the voluntary liquidation of the Company and the notice of the Adjourned Extraordinary General Meeting to be held on 28 December 2015 at 1.30 p.m.  CET at the offices of Citco REIF Services (Luxembourg) S.A. at Carré Bonn, 20, Rue de la Poste, L-2346 Luxembourg. All defined terms within this announcement are used with the definition applied within the Circular.

Dear Shareholder,

1. INTRODUCTION AND BACKGROUND

The Company announced on 14 September 2015 that, following the expiry of the standstill agreement in relation to certain ongoing events of default with regard to the mezzanine loan facility provided by Islay Investment S.à r.l., an affiliate of Blackstone Real Estate Debt Strategies, ("Islay" or the "Mezzanine Lender") to Invista European Real Estate Holdings S.à r.l. ("IEREH"), Islay had called for repayment of the mezzanine loans by IEREH.

IEREH was not able to repay the loans and Islay called on the guarantee of the loans by the Company. The Company, in turn, was not able to pay the amounts guaranteed.

In accordance with its rights under the mezzanine loan facility documentation (including the related guarantee and security documentation), on 14 September 2015 Islay enforced its security by way of a sale of the Company's entire interests in IEREH, Invista European Real Estate Finance S.à r.l. and Invista European RE Pocking PropCo S.à r.l. (the "Subsidiaries") and any other interests (including intra-group loans) to Artillery Investments S.à r.l., TTNYR Limited, TTNYR Artillery LLP and DPK Artillery LLP (together, the "Purchasers") (the "Enforcement"). The Enforcement involved the transfer of the shares and all debt interests held by the Company in each Subsidiary to the Purchasers.

The Enforcement was conducted in such a way that, although the Company has been released from any further liability under its guarantee and remains solvent, the Board expects that there will be no value for distribution to either the Ordinary or Preference Shareholders. The Company therefore stated in its announcement of 14 September 2015 that it intended, in due course, to publish a shareholder circular convening an extraordinary general meeting at which Shareholder approval would be sought for the delisting and voluntary liquidation of the Company.

Furthermore, following the Enforcement, the Company has continued to meet its ongoing operating costs. On 30 September 2015, the net asset value of the Company was estimated to be less than €833,333. The Company's Articles and applicable law provide that if the total net assets of the Company falls below two-thirds of the Company's prescribed minimum capital (being €1.25 million), then the Board must submit the question of the Company's dissolution to a general meeting of the Shareholders for which no quorum is prescribed and which shall pass resolutions by simple majority of the Shares represented at the meeting.

Accordingly, following the adjournment of the Extraordinary General Meeting on 26 November 2015 as a result of certain convening and other requirements not having been complied with, by the Notice of the Adjourned Extraordinary General Meeting set out at the end of this Circular, the Board is giving notice of the adjourned general meeting of the Company at which the question of the Company's dissolution will be put to the Ordinary and Preference Shareholders.

In light of the Company's financial circumstances, the Board believes that it is in the best interests of the Company and the Shareholders for the Company to be placed into voluntary liquidation and for the Company's Shares to be delisted from the Official List and their admission to trading on the Main Market to be cancelled. I am therefore writing to you to outline the Board's Proposals, which require the approval of the Shareholders, and further details of which are set out in section 2 below.

This Circular sets out details of, and seeks your approval for, the Proposals and explains why your Board is recommending that you vote in favour of the Resolutions.

2. PROPOSALS

The purpose of this Circular is to give notice to Ordinary Shareholders and Preference Shareholders of the Adjourned Extraordinary General Meeting of the Company to be held at 20 rue de la Poste, L-2346 Luxembourg, at 1.30 p.m. on 28 December 2015, to seek approval from the Shareholders of the Proposals, in accordance with applicable law.

The Board proposes to:

(i) put the Company into liquidation and dissolve it; and

(ii) appoint Fund Solutions SCA, a partnership limited by shares (société en commandite par actions), incorporated and existing under the laws of Luxembourg, having its registered office at 1 Cote d'Eich, L-1450 Luxembourg, registered with the Registre de Commerce et des Sociétés in Luxembourg under number B 154626 and represented for the purposes of the liquidation of the Company by Mr Christophe Cahuzac, residing professionally in Luxembourg and Mr Marek Domagala, residing professionally in Luxembourg, as liquidator to the Company (the "Liquidator") and grant to the Liquidator the broadest powers to manage the Company for the purposes of its liquidation, including those powers contained in articles 144 et sequentia of the Law of 10th August 1915 on commercial companies (as amended),

(together, the "Proposals").

The Proposals set out in this Circular are subject to the approval of Shareholders. Notice of the Adjourned Extraordinary General Meeting at which the resolutions to approve the Proposals (the "Resolutions") will be considered, is set out at the end of this Circular. The Resolutions will, if approved, result in the voluntary liquidation of the Company pursuant to which the Shareholders will realise their Shareholdings in the Company in an orderly and efficient way.

As set out in further detail in section 3 below, only surplus funds (if any) remaining after the Liquidator has settled all liabilities, costs and expenses (including the costs of the Company's liquidation) will be available for distribution to the Shareholders at the conclusion of the liquidation. It should be noted, however, that, as stated in section 1 above, following the Enforcement the Board expects that no value remains in the Company for distribution to the Shareholders and any such surplus is therefore expected to be minimal.

In the event that the Resolutions are not passed at the Adjourned Extraordinary General Meeting, the Board will consider and put forward alternative proposals for the future of the Company. However, it is anticipated that if the Company continues to subsist then its ongoing operating costs will result in the Company becoming insolvent in the near future. The Company would then be highly likely to face mandatory liquidation proceedings, further reducing the prospect of any recovery for the Shareholders.

3. APPOINTMENT OF LIQUIDATOR AND LIQUIDATION

Subject to Shareholder approval of the Resolutions, the Liquidator will be appointed as liquidator to the Company and their remuneration shall be determined by the Company. The appointment of the Liquidator will take effect immediately upon the passing of the Resolutions. Upon the appointment of the Liquidator, all powers of the Board will cease and the Liquidator will be responsible for the affairs of the Company until it is wound up. The Liquidator will wind up the Company in accordance with Luxembourg law, discharge the liabilities of the Company and, following satisfaction of all the creditors of the Company, will divide the surplus assets (if any) of the Company among the Shareholders according to their respective rights and interests in the Company.

After the liquidation of the Company and the distribution of surplus assets (if any) to Shareholders, existing certificates in respect of the Shares will cease to be of value and any existing credit of the Shares in any stock account in CREST will be redundant.  

The Liquidator will establish a reserve of such amount as they consider appropriate to meet the Company's liabilities and estimated costs and expenses whilst in liquidation (the "Retention"). The Liquidator estimates that the Retention will amount to approximately €250,000. Any surplus funds remaining from the Retention after the Liquidator has settled all liabilities, costs and expenses, will be distributed to Shareholders at the conclusion of the liquidation. Payment will be made by cheque.

4. COSTS OF THE PROPOSALS

It is anticipated that the expenses incurred in relation to the Proposals (including professional advice and the Liquidator's fees) will amount to approximately €100,000, which excludes the fees and expenses of service providers in the ordinary course of business up to the date of the Liquidator's appointment in accordance with the terms of their engagement.

5. CANCELLATION OF LISTINGS AND THE ADMISSION OF THE SHARES TO TRADING ON THE MAIN MARKET

Subject to the passing of the Resolutions, the Board has made an application to the London Stock Exchange to cancel the admission of the Shares to trading on the Main Market and application to the UKLA to cancel the listing of the Shares on the Official List, with effect from 30 December 2015.

6. ADJOURNED EXTRAORDINARY GENERAL MEETING

The Proposals are subject to Shareholder approval. Notice to the Adjourned Extraordinary General Meeting, to be held at 20 rue de la Poste, L-2346 Luxembourg at 1.30 p.m. on 28 December 2015, is set out at the end of this Circular. The Notice includes the full text of the Resolutions.

The Extraordinary General Meeting was convened pursuant to Article 30 of the Articles because the total net assets of the Company are below two-thirds (€833,333) of the minimum capital prescribed by the Luxembourg act dated 20 December 2002 on undertakings for collecting investment, as amended (being €1,250,000).

In accordance with Article 30, no quorum is prescribed for the meeting and the meeting may pass the Resolutions by simple majority.

For the avoidance of doubt, holders of both Ordinary and Preference Shares shall be entitled to attend, speak and vote at the Extraordinary General Meeting on the Resolutions. All Shareholders shall have one vote per Ordinary or Preference Share held.

7. LUXEMBOURG REGULATORY NOTIFICATIONS

Pursuant to the Luxembourg law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market as amended (the "Transparency Law"), this Circular and any notices in connection with the Extraordinary General Meeting shall be filed with the Luxembourg Stock Exchange in its capacity as officially appointed mechanism ("OAM") under the Transparency Law and notified to the CSSF.

8. ACTION TO BE TAKEN BY SHAREHOLDERS

If you are a Shareholder, you will find enclosed with this Circular the Form of Proxy for use at the Adjourned Extraordinary General Meeting. Whether or not you intend to be present at the Adjourned Extraordinary General Meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed thereon and to return the Form of Proxy to the Company's Registrar, Mr Jorrit Crompvoets, Citco REIF Services (Luxembourg) S.A., 20 Rue de la Poste, L-2346 Luxembourg, to arrive by the time and date specified on the Form of Proxy. Proxy forms correctly submitted for the Extraordinary General Meeting held on 26 November 2015 will be valid without further action by the Shareholder concerned being necessary.

The completion and return of the Form of Proxy will not preclude you from attending, speaking and voting at the Extraordinary General Meeting if you wish to do so.

If you are a Depository Interest holder, you will find enclosed a Form of Direction, which should be completed and sent to, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, United Kingdom BR3 4TU to be received no later than 1.30 p.m. (CET) on 11 December 2015.

9. RECOMMENDATION

The Board unanimously considers that the Proposals are in the best interests of Shareholders as a whole. The Board recommends that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings of Shares which, in aggregate, amount to 261,000 Ordinary Shares and 10,200 Preference Shares, representing approximately 0.1 per cent. of the issued Shares of the Company.

Yours faithfully

Tom Chandos

Chairman

DEFINITIONS

INVISTA EUROPEAN REAL ESTATE TRUST SICAF

(a company organised under the laws of the Grand Duchy of Luxembourg as a société d'investissement à capital fixe (''SICAF''), under the form of a société anonyme (''SA'') with registered number B108.461)

NOTICE OF ADJOURNED EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the Company originally convened for 26 November 2015 has been adjourned until 1:30pm on 28 December 2015, when it will be held at 20 rue de la Poste, L-2346 Luxembourg to consider and, if thought fit, to pass the following Resolutions:

RESOLUTIONS

THAT:

1) The Company be put into liquidation and dissolved.

2) Fund Solutions SCA, a partnership limited by shares (société en commandite par actions), incorporated and existing under the laws of Luxembourg, having its registered office at 1 Cote d'Eich, L-1450 Luxembourg, registered with the Registre de Commerce et des Sociétés in Luxembourg under number B 154626 and represented for the purposes of the liquidation of the Company by Mr Christophe Cahuzac, residing professionally in Luxembourg and Mr Marek Domagala, residing professionally in Luxembourg, be appointed as liquidator to the Company and granted the broadest powers to manage the Company for the purposes of its liquidation, including those powers contained in articles 144 et sequentia of the Law of 10th August 1915 on commercial companies (as amended).

Save where the context requires otherwise, the definitions contained in the Circular shall have the same meanings where used in the Resolution.

Explanatory Notes:

1) The Resolutions require a simple majority of those Shareholders voting in person or by proxy at the EGM to be passed.

2) The "Vote Withheld" option is provided to enable Shareholders to abstain on any particular Resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution

3) A Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote instead of him or her. A proxy need not be a Shareholder. Completion and return of the Form of Proxy will not preclude Shareholders from attending, speaking or voting at the EGM, if they so wish.

4) More than one proxy may be appointed provided each proxy is appointed to exercise the rights attached to different Shares.

5) To be valid the Form of Proxy, together with the original power of attorney or other authority, if any, under which it is executed (or a notarially certified copy of such power of authority) must be returned by post or by hand to the Company's Registrar, Mr Jorrit Crompvoets, Citco REIF Services (Luxembourg) S.A., 20 Rue de la Poste, L-2346 Luxembourg, as soon as possible but in any event so as to arrive not later than 14 December 2015. A Form of Proxy is enclosed with this Notice.

6) All persons recorded on the register of Shareholders as holding Shares in the Company as at close of business on the 14 December 2015, shall be entitled to attend, speak and vote (either in person or by proxy) at the EGM and shall be entitled to one vote per Share held.

7) Where there are joint registered holders of any Shares such persons shall not have the right of voting individually in respect of such Shares but shall elect one of their number to represent them and to vote whether in person or by proxy in their name. In default of such election the person whose name stands first on the register of Shareholders shall alone be entitled to vote. Where there are joint participants in respect of any Share such persons shall not have the right of voting individually in respect of such Share but shall elect one of their number to represent them and to vote whether in person or by proxy in their name. In default of such election the participant whose interests are first notified to the Company shall alone be entitled to vote.

8) Where the Shareholder is a corporation, the Form of Proxy must be executed under its common seal or under the hand of its duly authorised officer or attorney.

9) On a poll, votes may be given either personally or by proxy and a Shareholder entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

10) Any corporation which is a Shareholder may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at this meeting. Any person so authorised shall be entitled to exercise on behalf of the corporation which he represents the same powers (other than to appoint a proxy) as that corporation could exercise if it were an individual Shareholder.

11) If you are a Depository Interest holder, please complete and send the enclosed Form of Direction to, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, United Kingdom BR3 4TU to be received no later than 1.30 p.m.. (CET) on 11 December 2015. Depository Interest holders wishing to attend the Extraordinary General Meeting should request a Letter of Representation by contacting The Depository, Capita IRG Trustees Limited, 34 Beckenham Road, Beckenham, Kent, United Kingdom BR3 4TU no later than 1.30 p.m. (CET) on 11 December 2015.