Retail Real Estate in Emerging Markets Company Presentation 1 March 2012 November 2007 (v1)
IMPORTANT NOTICE This document (hereinafter referred to as the “Presentation”) does not constitute an invitation or offer to the public to subscribe for any shares or debentures of Fulcrum Limited or its subsidiaries (hereinafter referred to collectively as the “Company”), whether for cash or otherwise as regulated in terms of Article 209 of the Companies Act, Chapter 386 of the Laws of Malta (hereinafter referred to as the “Companies Act”) . The Company is a private company, and, as such, does not intend the Presentation to represent an "offer of securities to the public" within the meaning of article 2(3) of the Companies Act, or a prospectus as described in terms of articles 89 to 96 of the Companies Act. The Company is not authorised, and does not intend to offer any shares or debentures of the Company to the general public. The Presentation is for information purposes only, in the context of a proposed discussion leading to negotiations for the subscription of a limited number of shares, in the Company, at a premium (hereinafter referred to as the “Investment”) by a limited number of persons (hereinafter referred to as the “Investors”) and shall not be treated as investment advice and/or any other form of recommendation. Investment in the Company involves significant risks and special consideration and should be considered as risk capital investment. Should the Company fail, this may result in the total loss of any Investment. The Presentation is addressed to and for the sole benefit of the person/s to whom a copy of the Presentation has been furnished (hereinafter referred to collectively as the “Relevant Persons”) . The Presentation must not be acted on or relied on by persons who are not Relevant Persons. Any Investment or investment activity to which the Presentation relates is available only to the Relevant Persons and will be engaged in only with Relevant Persons. Distribution of the Presentation, in any manner whatsoever, by any of the Relevant Persons, is prohibited without prior approval by the Company. Interested Relevant Persons should conduct their own investigation and analysis of the information provided in the presentation and should seek their own financial, legal, tax or other professional advice. Relevant Persons should also be aware that there may be certain limitations imposed on the transfer of shares in the Company in terms of the Company’s Memorandum and Articles of Association. Figures shown in the Presentation are based on various assumptions and are presented for illustrative purposes only. They are by no means a reliable indicator of future results; the Relevant Persons should not place undue reliance on such assumption based information and data. The Presentation includes statements that are, or may be deemed to be, “forward -looking statements” . These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Company concerning, among other things, the investment objective and investment policy, financing strategies, investment performance, results of operations, financial condition, liquidity, prospects, and dividend policy of the Company and the markets in which it, directly or indirectly, will invest. By their nature, these forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company’s actual investment performance, results of operations, financial condition, liquidity, dividend policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in the Presentation.
IMPORTANT NOTICE In addition, even if the investment performance, results of operations, financial condition, liquidity and dividend policy of the Company, and the development of financial strategies are consistent with the forward-looking statements contained in the Presentation, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally and in property markets in regions the Company is active specifically, legislative/regulatory changes, changes in taxation regimes, the Company’s ability to invest in suitable investments on a timely basis, the availability and cost of capital for future investments, the availability of suitable financing and the Company’s ability to attract and retain suitably qualified personnel. The Company has exercised utmost diligence in the preparation of the Presentation. However, neither the Company nor any of its advisors, nor any of the Company’s or the advisors’ directors, officers or employees make any representation or warranty as to the fairness, correctness, accuracy or completeness of the information contained herein. Nor is any liability accepted for the reasonableness of assumptions made or opinions stated or the achievement of projections, prospects or returns. The Company does not accept liability whatsoever for any loss or damage howsoever arising from any use of this document or its content or third party data or otherwise arising in connection therewith. No broker, dealer, salesman or other person has been authorised by the Company or its directors, to issue any advertisement or to give any information or to make any representations in connection with the Presentation other than those contained in the Presentation, and if given or made, such information or representations must not be relied upon as having been authorised by the Company or its directors. The issue of the Presentation shall not be taken as any form of commitment to proceed with any transactions and the Company and /or the sponsor reserve the right to: • Terminate or suspend all further participation by any party in the investigation of the transaction at any time without prior notice or enter into a definitive Investment agreement with any of the Relevant Persons without any prior notice to other recipients of the Presentation; • Cancel the transaction or modify the rules and procedures relating to the transaction without prior notice to any Relevant Person who may receive the Presentation. The Company may, despite having furnished any Relevant Person with a copy of the Presentation, reject any proposed Investment, for any reason, and is not obliged to disclose the reason, or reasons, for rejecting such proposed Investment. It is the responsibility of any Relevant Person in possession of the Presentation, to inform themselves of, and to observe and comply with, all applicable laws and regulations of any relevant jurisdiction. Interested Relevant Persons should inform themselves as to the legal requirements and taxes in the countries of their nationality, residence or domicile. No matter how many Relevant Persons receive the Presentation, the Company shall, to the extent that it remains a private company, at no point, accept more than fifty members, as prescribed in Clause 2(b) of the Company’s Articles of Association. The information in this Presentation is only valid as of the date of the Presentation. Subsequent changes can materially and detrimentally affect the assumptions and the business model of the Company. The preceding paragraphs and any statements made therein are based on and subject to the law and practice currently in force in Malta, and are subject to changes therein.
FULCRUM AT A GLANCE Retail real estate Fulcrum has been founded to create a retail real estate investment and development platform for platform Emerging Markets. Fulcrum provides investors with exposure to fast growing economies of CEE, SEE, Russia, Growing markets Turkey and other Emerging Markets providing significant upside potential. Fulcrum focuses on development projects offering high return potential from development Attractive return profits . In addition Fulcrum intends to invest in investment properties with optimization potential potential that offer ongoing cash flows with additional upside potential from value enhancement . Fulcrum takes advantage of its managements’ expertise and extensive network in the retail and Experience and real estate sector. expertise Fulcrum is the parent company of a holding company operating through local real estate Future growth companies. Top level participation enables founding Investors to benefit from the intended growth possibilities of all future Group companies. Potential future listing of the holding company or on local level provides further upside potential for investors. 4 |
Emerging Europe - A growth region for retail real estate 5 |
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