NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, SOUTH AFRICA, SWITZERLAND, JAPAN OR ANY
OTHER JURISDICTION WHERE TO DO SO MAY VIOLATE APPLICABLE LAWS
OR REGULATIONS
Please note that this document is a free translation of the original just for information
purposes. In the event of any discrepancy between this free translation and the original
document drafted in Spanish, the original document in Spanish shall prevail.
AXIA REAL ESTATE SOCIMI, S.A. (the “Company”), in accordance with the offer to
subscribe and admission to trading prospectus of the Ordinary Shares, recorded in the official
registries of the Comisión Nacional del Mercado de Valores on 26 June 2014 (the
“Prospectus”), hereby communicates the following:
SIGNIFICANT INFORMATION
On the date hereof, upon the analysis of the market conditions and the recorded demand
during the bookbuilding of the offering of subscription of Ordinary Shares (the “Offering”),
the Company, on one hand, and Citigroup Global Markets Limited and JB Capital Markets,
Sociedad de Valores, SA as Joint Global Coordinators and Joint Bookrunners, on the other,
have agreed to set up the definitive size of the Offering for 360 million Euro and signed a
sizing agreement.
36,000,000 new Ordinary Shares will be issued by the Company. The Issue Price is not
subject to any variable and it is the one fixed in the Prospectus, i.e. € 10.00 per Ordinary
Share. The timetable for the allocation, subscription, registration and admission to listing of
the Ordinary Shares is the one scheduled in Part III of the Prospectus.
As indicated in the Prospectus, on 27 June 2014 the Company’s General Shareholders’
Meeting appointed Mr. Chetan Gulati Non-Executive Director in replacement of Mr.
Guillermo Fernández-Cuesta Laborde. Mr. Chetan Gulati has been designated by Perry
European Investments, S.a.r.l pursuant to the Sponsor Subscription Agreement (as such term
is defined in the Prospectus). Mr. Chetan Gulati accepted to become Director of the Company
on 3 July 2014. The effectiveness of both the resignation of Mr. Guillermo Fernández-Cuesta
Laborde and the appointment of Mr. Chetan Gulati is conditioned to the admission to listing
of the Company.
Biographical information of Mr. Chetan Gulati and details of the companies or partnerships in
which he has held any directorship or been a partner at any time in the five years prior to the
date hereof are attached as Annex to this Significant Information announcement.
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, SOUTH AFRICA, SWITZERLAND, JAPAN OR ANY
OTHER JURISDICTION WHERE TO DO SO MAY VIOLATE APPLICABLE LAWS
OR REGULATIONS
Perry European Investments, S.a.r.l. has waived the condition under the Sponsor Subscription
Agreement that the final number of Issue Shares was at least 40,000,000 and has informed to
the Company that it will subscribe the 10,500,000 Ordinary Shares referred to in the Sponsor
Investor Subscription Agreement indirectly through another company of its group, named PEI
Valor, S.a.r.l., in accordance with the provisions of the Sponsor Subscription Agreement and
the Prospectus.
Additionally, as indicated in the Prospectus, Gruss Capital Management LLP has confirmed
to the Company that it will hold its Ordinary Shares through a derivative arrangement entered
into with UBS AG London Branch whereby Gruss Capital Management LLP will be exposed
to the economic benefit of the Ordinary Shares but will not hold the political rights attaching
to such Ordinary Shares. There will be no acquisition rights by Gruss Capital Management
LLP to the Ordinary Shares held by UBS AG London Branch.
Additionally, Pelham Capital Management LLP has informed to the Company that the
2,000,000 Ordinary Shares referred to in the relevant Anchor Subscription Agreement will be
subscribed by Pelham Long Short Master Fund Ltd, a fund managed by Pelham Capital
Management LLP.
Also, Taube Hodson Stonex LLP has informed to the Company that the 4,000,000 Ordinary
Shares referred to in the relevant Anchor Subscription Agreement will not be subscribed
directly by Taube Hodson Stonex LLP, but by certain funds and accounts managed by it.
Finally, it is indicated that the ticker allocated to the Company by the Stock Exchanges is
AXIA.
In Madrid, 7 July 2014
AXIA REAL ESTATE SOCIMI, S.A
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, SOUTH AFRICA, SWITZERLAND, JAPAN OR ANY
OTHER JURISDICTION WHERE TO DO SO MAY VIOLATE APPLICABLE LAWS
OR REGULATIONS
ANNEX
Biographical information
Below is the biographical information of Mr. Chetan Gulati following the format of the
biographies of the other Directors of the Company included in the Prospectus:
Mr. Chetan Gulati is the Managing Director of Perry Capital UK LLP. He joined Perry
Capital in July 2010 and currently serves as the Head of the London office where he manages
investments strategies across Europe (equities, credit and structured credit). Before
commencing his current position in London, Mr. Gulati worked as a Senior Analyst in Perry
Capital, LLC in New York from January 2007 to July 2010. Mr. Gulati began his professional
career at Wachtell, Lipton, Rosen & Katz law firm in 2002 until 2006, working mainly in the
areas of finance and bankruptcy and participating in various insolvency procedures and
financing transactions. Mr. Gulati was graduated from Yale Law School in 2002 and received
a Bachelor in Biology and Political Science from the University of Rochester.
List of companies
The table below sets out all the companies or partnerships in which Mr. Chetan Gulati has held
any directorship or been a partner at any time in the five years prior to the date hereof. This
table follows the format of the table included the information in relation to the other Directors of
the Company included in the Prospectus.
Company
Namati, Inc
Position or function
Director
Ownership
interest
NO
% Ownership
interest
N/A
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, SOUTH AFRICA, SWITZERLAND, JAPAN OR ANY
OTHER JURISDICTION WHERE TO DO SO MAY VIOLATE APPLICABLE LAWS
OR REGULATIONS
IMPORTANT NOTICE
This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Neither this
announcement nor any part of it shall form the basis of or be relied on in connection with or act as an
inducement to enter into any contract or commitment whatsoever. This document does not contain or
constitute, and is not, an offer to sell or a solicitation of an offer to buy, or subscribe for, securities (the
“securities”) of Axia Real Estate SOCIMI, S.A. (the “Company”) in the United States, Australia, Canada,
Japan, South Africa or in any other jurisdiction. This document does not solicit money, securities or any
other type of consideration, and, if any money, securities or other type of consideration is sent in response
hereto, it will not be accepted. The securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933, as amended (the “Securities Act”) or an applicable
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The
securities have not been and will not be registered under the Securities Act or under the applicable securities
laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the securities may not be
offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, South Africa or Japan. The Company does not intend to
register any part of the Offering in the United States or to make any public offering of the securities
in the United States.
This communication is directed only at persons who (i) are outside the United Kingdom, (ii) have professional
experience in matters relating to investments, or (iii) are persons falling within Article 49(2)(a) to (d) (“high net
worth companies, unincorporated associations, etc.”) of The Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 or other persons to whom it may otherwise be lawfully communicated (all such persons
together being referred to as “relevant persons”). This communication must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which this communication
relates is available only to relevant persons and will be engaged in only with relevant persons.
No investor shall acquire (or subscribe) the shares referred to in this communication unless this is done on the
basis of the information included in the prospectus published by the Company in relation to the admission to
listing of its shares in the Spanish Stock Exchanges. Such prospectus has been approved by the Spanish
Securities Exchange Commission (Comisión Nacional del Mercado de Valores ) on 26 June 2014. The investors
may obtain a copy of this prospectus at www.cnmv.es.
Axia Real Estate SOCIMI, S.A. is not regulated as an alternative investment fund manager (“AIFM”) within the
meaning of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative
Investment Fund Managers (“AIFMD”) as Spain has not yet implemented the AIFMD. The Company may,
however, constitute an alternative investment fund within the meaning of AIFMD (“AIF”) under the laws of
other EEA jurisdictions where the AIFMD has been implemented. Accordingly, Ordinary Shares may only be
marketed or offered in such jurisdictions in compliance with and subject to the terms of any transitional regime
permitting such marketing or offering which exists under such jurisdiction’s implementation of the AIFMD and
any other laws and regulations applicable in such jurisdiction.