Real estate matters.

Real estate sector expertiseReview of 2011

Real estate M&A

UKAREA Property Partners – CHF126.5m (€96.7m) sale of the Centre des Technologies Nouvelles (CTN) in Geneva to an Israeli consortium

FranceBeacon Capital purchase from AXA of 50% of the shares of the company owning the Tower First in La Défense in Paris

LuxembourgMcArthurGlen Group – Joint venture set up by McArthurGlen and Airest to develop retail businesses at airports

BelgiumBefimmo – €78m acquisition of company owning “The Pavillion” in Brussels

UKInfraRed Capital Partners (as Purchaser) – MBO of HSBC’s global real estate and infrastructure private equity fund management business

Thailand Pramerica – €120m sale of shares and subordinated loans in Ananda Development Two Co., Ltd., a condominium development company

BelgiumCofinimmo – €47m acquisition of Dexia Immorent SA, owning five nursing homes

FranceJV investment to refinance loans on Défense Plaza Tower

UKCapital & Counties PLC – conditional 50:50 joint venture with entities owned by the Kwok family in respect of the development of a 7.5 acre site at Seagrave Road

Real estate capital – funds

European Advising ProLogis on the potential tender offer by APG/Goodman for both the outstanding ordinary units and the preferred units in ProLogis European Properties

JapanAdvising Aviva Investors Global Services on the establishment of the Tokyo Recovery Fund, a closed-ended Japanese-Yen denominated Luxembourg fonds commun de placement – fonds d’investissement spécialisé

Real estate capital – public markets

UKAREA Property Partners/Delancey (consortium) – £1bn consortium public to private acquisition of listed real estate company Minerva

GermanyDeutsche Bank and others as underwriters c. €800m IPO – residential investment company, GSW Immobilien AG

Dubai Emaar Properties – issuance of a US$500m convertible bond

UKCapital & Counties – £100m dual currency placing of just under 10% of its existing share capital

Hong KongHKD6.22bn (US$797.5m) 2.30% Guaranteed Convertible Bonds due 2014, convertible into ordinary shares by The Wharf (Holdings) Limited

UKCapital Shopping Centres PLC – potential £2.9bn approach by Simon Property Group, Inc

AustriaCredit Suisse (as Global Coordinator, Joint Lead Manager and Dealer Manager) and others – IMMOFINANZ AG’s c. €515m pre-emptive new convertible bond issue and cash tender offer for two existing convertible bonds

UKCredit Suisse/Renaissance Capital/ VTB Capital – US$575m London IPO for Russian residential developer, Etalon Group

European Prologis – €1.2bn offer for the ordinary and preferred units in Prologis European Properties Fund

GermanyJ.P. Morgan Securities, UBS (as Joint Global Coordinators and Joint Bookrunners) – €267.9m offering of shares in Alstria Office REIT-AG

BrazilSonae Sierra Brasil – BRL465m (US$285.5m) IPO in Brazil

Real estate capital – public markets

UKJ.P.Morgan/RBS/UBS/HSBC (as Managers) – Derwent London issuance of £175m Guaranteed Convertible Bonds

EuropeanPrologis – Merger of Prologis and AMB management companies in France, Germany and the Netherlands (in the context of the global merger between Prologis and AMB Property Corporation)

Real estate M&A

BelgiumShurgard – €172m acquisition of 80% participation in 72 European self-storage properties from its joint venture partner Arcapita

FranceAdvising Intermarché on its acquisition of four joint ventures operating 21 supermarkets/hypermarkets in the south west of France, representing more than 55,000 m² of sales floor and an annual turnover of more than €450m

SwedenUnibail Rodamco (as Seller) – sale of shares in a Swedish hotel property company

FranceEuropean Outlet Mall Fund (EOMF), managed by Henderson Global Investors – sale of two McArthurGlen outlet centres in Troyes and Roubaix

BelgiumSwiss Life – acquisition of two SPVs owning an office, residential and commercial complex in Brussels

SpainAdvising British Land on the renegotiation of the Puerto Venecia Shareholders’ Agreement as a result of Orion’s acquisition of a 50% stake

SwedenLänsförsäkringar, the Swedish insurance company – €180m divestment of three properties in central Stockholm

Real estate capital – sale and leasebacks/PPP

SpainWP Carey – sale and lease-back of Sogecable’s HQ in Madrid, value €80m

Germany Joint venture agreement between Deutsche Annington and B&O Service in regard to facility management and maintenance activities

SpainAdvising GLL Real Estate on the sale and lease-back of the Planeta’s headquarters in Madrid, value €30m

PolandTesco – sale and lease-back of its distribution centre in Teresin Development

Environment & planning/zoning

UKActing on one of Europe’s leading carbon capture and storage (CCS) projects in the UK – total project costs £4bn

FranceKfW and Commerzbank (as the Financing Banks) – €130m financing of the construction of two ground-based solar plants in France

Development

UKLend Lease (as JV Partner and Development Manager) – £1.3bn JV agreement with London & Continental Railways to develop a business district at Stratford City, East London

GermanyThe developer – approx. €500m speculative development of “Taunusturm”, their third skyscraper (170m high) to be developed in Frankfurt after “Messeturm” and “Opernturm”

UKBritish Land/Oxford Properties JV (as Developer) – pre-letting 191,000sq ft of Leadenhall Building, London EC3 to AON

Real estate investment

PolandBelgian property company Immobel – €30m acquisition of two landmark department stores in Poland – one in Warsaw, the other in Poznan, its first Polish acquisitions

SpainAdvising Henderson on the acquisition of retail park in Vigo, value €41.2m

UKBeacon Capital Partners – £130m sale of 200-214 Gray’s Inn Road, London HQ of British broadcaster ITN

UKCapital Shopping Centres (as Purchaser) – separate £55m acquisitions of 75% stake in Broadmarsh shopping centre in Nottingham from Westfield

Sweden RE Sweden Properties (as Vendor) – €100m sale of five office buildings in Sweden

SpainGLL Real Estate – acquisition of two Logistic Premises in Toldo

PolandUnion Investment – €103m acquisition of the Horizon Plaza office building in Warsaw

BelgiumCBRE Global Investors (as Purchasers) – €110m acquisition of shopping centre in the city of Liège

Restructuring & insolvency

UKHome Retail Group – pre-pack acquisition of three key Habitat stores in London, the Habitat retail website, related stock and the Habitat intellectual property in the UK and Ireland

UKRBS (Co-coordinator, Agent and Security Trustee)/HSBC and the Bank of Ireland – £107m restructuring and pre-packaged administration sale of the Jarvis Hotels group

UKCerberus – £176m purchase of a loan secured over Scotland’s largest office park

GermanyThe lender – €180m restructuring of the Quattro real estate portfolio originally held by MSREF VI

SpainAdvising RBS on the sale of four shopping centres owned by APN, value c. €120m

UKErnst & Young LLP – Administrators, Royal Bank of Scotland plc as Secured creditor – pre-pack sale by DTZ of its entire business to a subsidiary of United Group Limited (UGL)

SpainAdvising Internos Real Advisors on the acquisition of the Barcelona Heron City shopping centre through a share deal in the Netherlands

Real estate investment

SwedenUnion Investment – €87.5m sale of office buildings in Stockholm

UKEmployees Provident Fund (Malaysia) – acquisition of Phases I and II Reading International Business Park

Real estate capital – funds

European Advising Scottish Widows Investment Partnership/Cushman & Wakefield Investors on the establishment of a pan-European urban retail fund, structured as a Luxembourg fonds commun de placement

JapanAXA Real Estate Investment Managers – on the establishment of and initial JPY15bn (US$177.8m) investment in a limited partnership raising capital to buy real estate debt in Japan

Real estate finance

UKJ.P.Morgan/RBS – £1.2bn Residential Mortgage Backed Securitisation with Skipton Building Society as Seller and Darrowby No. 1 plc as Issuer

JapanK.K. Columbus (as Borrower) – JPY12.8bn (US$158.5m) Daiwa loan refinancing

Hong KongMizuho Corporate Bank (as Documentation Agent) – HK$10bn (approx. US$1.29bn) term and revolving loan facility to Henderson Land

UKRBS/Citi – issuance of approx. £4.540bn (equivalent) RMBS notes by Arran Residential Mortgages Funding

SwedenSEB – SEK760m (€82.7m) financing of Niam’s acquisition of Swedish real estate, including Heron City in Kungens Kurva

ItalyUBS (as Arranger)/Credit Suisse (as Swap Counterparty) – Italian RMBS transaction involving the assignment of a €465m portfolio of monetary claims arising from residential mortgage loans by BancaEtruria Società Cooperativa to Mecenate S.r.l. and the issue of three classes of notes listed on the Irish stock exchange

GermanyThe lender – €96m refinancing of Wertheim Outlet Centre in Germany

Hong KongSPG Land – International Offering of US$200m 13.5% Senior Notes due 2016

SpainBritish Land – refinancing of the debt of Zamora Retail Park, value €61m overall

Sweden Carlyle Group – SEK830m (€95m) acquisition of two shopping malls in Västerås, Sweden

Hong KongConsortium of 17 lenders to Henderson HKD10bn (approx. US$1.29bn) – term loan and revolving credit facility

DubaiEmaar Properties – US$2bn Trust Certificates Issuance Programme Update and initial drawdown by Emaar Sukuk Limited

PolandEurohypo and ING Bank – €325m real estate acquisition financing of nine shopping centres across Poland by GE Capital Real Estate Polish Retail Fund, the largest single transaction real estate financing in Poland since 2004

GermanyFortress Investment Group LLC – acquisition of European mortgage assets and businesses in Germany, the Netherlands and the United Kingdom from Residential Capital

Hong KongBOCI, HSBC and others (as Joint Lead Managers) – Sino Ocean Land’s US$400m securities issue

Hong KongHenderson Land – establishment of US$2bn Medium Term Note Programme and first drawdown

BelgiumING/Dexia (as Joint Lead Managers) – €162m inaugural Belgian corporate bond retail offering in 2011, by Befimmo

UKJ.P.Morgan (as Global Coordinator, Arranger and Bookrunner) and others – €600m refinancing of Groupe Vitalia, a French healthcare group

Hong KongThe Underwriters – change of control and bankruptcy remoteness issues related to the Japanese property portfolio of Global Logistic Properties in connection with its US$3.9bn IPO

BelgiumBNP Paribas Fortis as Joint Lead Manager and Sole Bookrunner BP2S as Domiciliary, Paying and Listing Agent – inaugural €30m bond issue

Germany LaSalle – German Retail Venture Fund refinancing facility to 24 German property companies

Germany Encore Plus – €302m facilities extension

UKJ.P.Morgan/Barclays (as Joint Arrangers and Joint Lead Managers) – £1.25bn Yorkshire Building Society RMBS

SpainSantander, La Caixa and Natixis – acquisition financing in relation to the Caja Madrid sale and lease-back branches portfolio, value: €91m

FranceMerrill Lynch/HSBC/Lazard Natixis/ UniCredit – €550m bonds offering of Fonciere des Regions due 1 January 2017

Hong KongCIMB Bank/HSBC/Maybank Investment Bank Berhad/UBS (as Joint Lead Managers) – Genting Hong Kong Limited issuance of CNY1.38bn (US$214.3m) 3.95%

UKSwedbank – issue of US$1bn Covered Bonds due 2016 under Swedbank’s US$15bn Reg S/144A Covered Bond Programme

ThailandKASIKORNBANK – US$45.9m financing for the acquisition of Laguna Hotel in Phuket, Thailand and financing for renovation of the Laguna Hotel

Hong KongJ.P.Morgan and DBS Bank Ltd. – in connection with the issuance of CNY1.3bn 6.000% Guaranteed Senior Notes due 2014 by RKI Finance (2011) Limited

For further information on our real estate sector expertise, please contact:

Key contacts

Yves Moreau Global Head of Real EstateTel: (+32) 25 01 95 47 yves.moreau@linklaters.com

Simon ClarkHead of European Real EstateTel: (+44) 20 7456 4902simon.clark@linklaters.com

“ This renowned real estate practice acts on complex, high-value transactions, and is regarded as one of the key players in the industry. Clients draw attention to the firm’s multidisciplinary approach to real estate, adding that ‘the integration is very good; you can tell the teams all work very closely...it’s all pretty much seamless’.”

Chambers 2011: Real estate

Michaela SoppReal Estate Sector Global HeadTel: (+49) 69 71003 294michaela.sopp@linklaters.com

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