FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
• borrowing or more generally raising funds, by itself or with other companies (whether the<br />
company is liable on a several basis or on a joint and several basis with the other companies<br />
pursuant to such transactions);<br />
• granting any security interest (‘‘sûreté réelle’’) or guarantee (‘‘sûreté personnelle’’) or entering into<br />
any agreement whose effect or object is to guarantee the performance of the obligations (such as<br />
the mortgages, liens, pledges, assignment of receivables) and in particular granting such security<br />
interest or guarantee (or entering into such acts) in order to guarantee the performance by a third<br />
party of its obligations;<br />
– and generally all transactions (whether financial, commercial, industrial, non-commercial, property or<br />
capital) directly or indirectly concerning the above-mentioned object or any similar or related objects<br />
and which, in any case, directly or indirectly further the expansion or achievement of such goals, with<br />
the exception of those transactions pursuant to which the company may lose its status as a civil<br />
company.<br />
Annapaul has not engaged, since its incorporation, in any activities other than those described in its<br />
corporate purpose and those incendental thereto and registration as a private limited company under the<br />
laws of France, the authorisation of the documents and matters referred to or contemplated in this<br />
document to which it is or will be a party (including but not limited to the Commercial Mortgage Loan<br />
Agreement and the granting of security for repayment of the Commercial Mortgage Loan Agreement)<br />
and matters which are incidental or ancillary to the foregoing. Other than as described in the foregoing<br />
sentence, Annapaul has not, since its incorporation, engaged in any activities.<br />
Manager<br />
The manager of Annapaul and its business address and other principal activities are:<br />
Name Business Address Other Principal Activities<br />
Mr. Jean-Pierre Raynal<br />
36 avenue Hoche<br />
Manager of Annapaul SCI<br />
75008 Paris<br />
Annapaul has no employees.<br />
Capitalisation and Indebtedness Statement<br />
It is estimated that the capitalisation of Annapaul on or about the Closing Date will be as follows:<br />
Share Capital:<br />
Authorised and issued:<br />
300 ordinary shares of u152.44 each, 299 of which are fully paid up and are held by SCI Beaulieu<br />
<strong>Properties</strong> and 1 of which is fully paid up and is held by SPCR.<br />
Loan Capital:<br />
Commercial Mortgage Loan Agreement (to be advanced on or about the Closing Date) u1,211,000<br />
Save for the foregoing, at the date of this document, Annapaul has no borrowings or indebtedness in the<br />
nature of borrowings (including loan capital issued, or created but unissued), term loans, liabilities under<br />
acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities. All<br />
loan capital is secured over the assets of Annapaul.<br />
Beaulieu <strong>Properties</strong> S.C.I.<br />
Introduction<br />
Beaulieu <strong>Properties</strong> S.C.I. (‘‘Beaulieu <strong>Properties</strong>’’) was incorporated in Paris on 13 November 2002<br />
(registered number 444 100 796) as a private company with limited liability under the laws of France. The<br />
registered office of Beaulieu <strong>Properties</strong> is at 36 avenue Hoche, 75008 Paris. The authorised share capital<br />
of Beaulieu <strong>Properties</strong> is u1,000, divided into 100 ordinary shares of u10 each, 99 of which are fully paid<br />
up and are held by Paris <strong>Properties</strong> and 1 of which is fully paid up and is held by SPCR.<br />
Principal Activities<br />
The principal objects of Beaulieu <strong>Properties</strong> are set out in Article 2 of its Articles of Incorporation, which<br />
provides that the objects of the company include, inter alia:<br />
146