As an unregulated securitization vehicle, Lux Real Estate Investments SA does not carry the costly overhead that registered funds, incur under AIFMD and UCITS regulations. The Securities Act of 2004 under the Luxembourg law together with other applicable regulations provides all the necessary protection that is required to ensure the rights of the bondholders are protected. Due to outsourcing of critical banking, accounting, and regulatory functions with professional institutions, our organization is assured that the highest standards of compliance will be applied and all operations are undertaken with full transparency, integrity, accountability, and ethics.
The offering of the Bonds will be exempted from the obligation to produce a prospectus for offers to the public under the Luxembourg law dated 16 July 2019 on prospectuses for securities, as amended (the “Prospectus Law”), implementing the Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the “Prospectus Regulation”) provided that the Bonds must not be offered to the public in the European Economic Area (“EEA”), except that the Bonds may be offered to the public in the EEA:
Investment in our bonds is only suitable for prospective Qualified Investors who have sufficient knowledge and experience to make a meaningful evaluation of the bonds, the merits and risks of investing in the bonds, and the information contained or incorporated by reference in the Offering Memorandum or any supplement thereto. Qualified investors have access to, and knowledge of, appropriate analytical tools and factual data to evaluate such risks, in the context of its particular financial situation, an investment in the bonds, and the impact the bonds will have on its overall investment portfolio. They must have sufficient financial resources and liquidity to bear all of the risks of an investment in the bonds. Qualified investors must fully understand the conditions of the bonds and be familiar with the behavior of financial markets, the functions of the financial products and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
The issuing or transfer of the Bonds is only possible when such transaction is executed with or between professional clients within the meaning of Annex II to Directive 2004/39/EC or the denomination of the Bonds of such transaction is equal or exceeds a minimum amount, in our case EUR 100,000 (or in foreign currency equivalent). Any issue or transfer shall be made in accordance with the provisions of Luxembourg law.
The Bonds are not intended to be offered, sold, or otherwise made available to and should not be offered, sold, or otherwise made available at any time to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Any information supplied in connection with the offering of the bonds constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe to, or otherwise acquire, any bonds. No person is or has been authorized by Lux Real Estate Investments to give any information or to make any representation not contained in or not consistent with the Offering Memorandum or any other information supplied in connection with the offering and/or admission to trading of the bonds and, if given or made, such information or representation must not be relied upon as having been authorized by us.
The bonds have not been and will not be registered under the Securities Act or the securities laws of any of the U.S. States. Bonds may not be offered, sold, or delivered directly or indirectly in the U.S. or to or for the account or benefit of any U.S. person. Any re-offer or resale of any Bonds in the U.S. or to U.S. persons may constitute a violation of U.S. law. Applicants will be required to certify that they are not “U.S. Persons”. The Issuer will not be registered under the United States Investment Company Act of 1940, as amended. Bondholders are required to notify the Issuer of any change in their status as (non-) U.S. Person.
The Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy the bonds in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of the Offering Memorandum and the offer, sale or delivery of bonds may be restricted by law in certain jurisdictions. Lux Real Estate Investments does not represent that the Offering Memorandum may be lawfully distributed, or that the bonds may be lawfully offered or sold, in compliance with any applicable registration or other requirements in any such jurisdiction, or under an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, except as indicated in the Offering Memorandum, no action has been taken by us which is intended to permit a private offering or sale of the bonds or the distribution of the Offering Memorandum in any jurisdiction where action for that purpose is required. Accordingly, no bonds may be offered or sold, directly or indirectly, and neither the Offering Memorandum nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession the Offering Memorandum or any bonds may come must inform themselves about, and observe any such restrictions on the distribution of the Offering Memorandum and the offering and sale of bonds. In particular, there are restrictions on the distribution of the Offering Memorandum and the offer or sale of bonds in the United States, Canada, the European Economic Area, and Switzerland.
All personal data of prospective buyers and bondholders contained in any document, in any format, and any further personal data received and collected in the course of the relationship with Lux Real Estate Investments or any of its service providers may be collected, recorded, stored, adapted, transferred or otherwise processed and used (“processed”) by us and other directly or indirectly affiliated companies and any of its service providers. Such data shall be processed for the purposes of administration, accounting, compliance, and recording of the business relationship. To this end, data may be transferred to companies appointed to support the business activities of Lux Real Estate Investments.
Any personal data relating to natural persons will be processed in compliance with the applicable Luxembourg laws and regulations and the General Data Protection Regulation (Regulation (EU) 2016/679) applicable from 25 May 2018 relating to the protection of persons towards the treatment of personal data. The Issuer may disclose personal data to its Service Providers or if required to do so by force of law or regulatory authorities. Bondholders, who are natural persons, will, upon written request, be given access to their own personal data provided to the Issuer and may request in writing the rectification of, and the Issuer will, upon written request, rectify, personal data. No personal data shall be held by the Issuer for longer than necessary with regard to the purpose of the data processing and the purpose of the business relationship.
Pursuant to the applicable Luxembourg laws and regulations relating to the prevention of money laundering and financing of terrorism obligations have been imposed on all professionals of the financial sector to prevent the use of securitization undertakings for money laundering purposes. Within this context, a procedure for the identification of bondholders has been imposed. Namely, the Subscription Agreement of a prospective bondholder not being a natural person must be accompanied, where applicable, by a copy of its articles of association or constitutive documents and a certified extract from the relevant commercial register and identification on its authorized signatories and economic beneficiaries, and any other documentation that may be requested.
Such identification procedure must be complied with in the case of direct subscriptions and in the case of subscriptions received from any intermediary resident in a country which does not impose on such intermediary an obligation to identify bondholders equivalent to that required under the laws of Luxembourg for the prevention of money laundering. Failure to provide proper documentation may result in a refusal of the issuing of bonds or the withholding of redemption proceeds.
It is generally accepted that professionals of the financial sector resident in a country which has ratified the recommendations of the FATF are deemed to be intermediaries having an identification obligation equivalent to that required under the applicable laws of Luxembourg. The complete updated list of countries having ratified the recommendations of the FATF is available on www.fatf-gafi.org. Other guidelines, rules, and recommendations may be taken into account, as the case may be. Any information provided in this context is collected for anti-money laundering and anti-financing of terrorism compliance purposes only.
Our firm has commissioned an external auditor, reporting to the shareholders. The mission, scope of work, authority, and responsibilities are laid down in the Audit Charter, which is in conformance with the IIA standards and endorsed by the Board, and approved by the external auditor. The external auditor provides an independent assessment of the design and effectiveness of internal controls over the risks to our business performance and provides specific recommendations for improving the governance, risk, and control framework. The external auditor performs the audit on the consolidated financial statements and the statutory financial statements. As part of the audit engagement, the external auditor issues a management letter to the Board in which (potential) improvements in the adequacy and effectiveness of the governance, risk, and control framework are being recommended. The Board will make recommendations to the General Meeting once every five years as to the appointment of the external auditor.
The internal auditor undertakes the assessment and reporting on significant current and emerging business performance issues and risks, the administrative framework, internal control systems, and regulatory compliance processes. The internal auditor submits periodic reports, with key performance indicators (including audit plan realization and implementation of recommendations) to the Board. This includes a semi-annual report on the adequacy and effectiveness of systems of control.
Lux Real Estate Investments is a true financial innovator. Besides our unique investment and risk management strategies, our innovation efforts have caused to a major shift in the approach to funding of real estate investments.
