SLP
ASREP 1.

ASREP 1 will acquire sites and buildings at the end of their life cycle to develop innovative last-mile logistics assets.

A booming logistics real estate market driven by growing user demand and strong investor appetite.

City centre real estate is not well suited to last-mile logistics: there is significant potential for value creation by converting obsolete sites.

Implementation of an innovative, low-carbon logistics solution to meet user demand and attract core investor capital.

Name: ANO Strategic Real Estate Partners 1 ‘ASREP 1’.

Legal form: Specialised professional fund, established as a limited partnership, known as an SLP (société de libre partenariat – special limited partnership) – a type of alternative investment fund, comparable to the English limited partnership – Articles L.214-162-1 et seq. of the French Financial Markets Code (CMF).

SFDR classification: The SLP is a financial product promoting environmental, social and governance characteristics within the meaning of Article 8 of the SFDR. It does not pursue sustainable investment objectives within the meaning of Article 9 of the SFDR.

Term: 6 years + possible extensions by the Manager for 2 successive periods of 1 year each.

Minimum commitment amount: €100,000.

Subscription period: 24 months + extensions possible by the Manager for two successive periods of six months each.

Borrowings: LTV ratio of 85% maximum.

Investment period: until the fifth anniversary of the Initial Investment Date.

Liquidity/lock-up period: No redemption possible during the subscription period.
Transfers are free of charge, subject to conditions and the approval of the Management Company.

Fees and commissions for the Manager:

• Management fee for the SLP and the target assets: maximum 2.00% excluding taxes (2.40% including taxes) per annum of the commitment.
• Carried interest: 30% of outperformance, after paying investors a priority return of 8% per annum on the subscription amount.

Other fees and charges borne by SLP are detailed in SLP’s articles of association.

Subscription commission: Commission not payable to SLP: maximum 6.00% including VAT per commitment, payable to the relevant distributors.

The target return on equity is 12%.

Eligible for reinvestment 150-O B ter directly or through an intermediate holding company

ASREP 1 is classified as a tax fund, therefore, for individuals resident in France, there is exemption from income tax (but not from social security contributions of 17.2%) on distributions by ASREP 1 and gains on disposals of SLP shares, provided that a five-year holding commitment is respected, during which the relevant holders must also systematically reinvest the sums received in ASREP 1

Subject to corporate tax

Not subject to the property wealth tax

Not eligible for the PEA savings plan

Disclaimers and risk factors

The subscription, acquisition, sale or transfer of shares in this Alternative Investment Fund, either directly or through an intermediary, is restricted to investors referred to in Article L.214-162-1 of the French Monetary and Financial Code.

This Limited Partnership (the ‘SLP’) is not authorised by the French Financial Markets Authority (Autorité des Marchés Financiers, ‘AMF’).

This document is an advertising communication. Potential investors are invited to refer to the SLP’s articles of association and the key investor information document before making any final investment decision.

This document does not constitute an investment proposal or an offer to sell, nor is it a recommendation to make an investment or transaction.

This document does not provide any assurance that the SLP is suitable for the financial situation, risk profile, experience or objectives of the investor. This document has no contractual value.

It is the responsibility of investors to carefully review the relevant contractual documentation and to seek professional advice on the legal, tax and financial consequences of their investment.

Before subscribing to shares in this SLP, we draw your attention to the importance of understanding the risks involved:

• Risk of capital loss/no guarantee
  Risk of capital loss/no guarantee of repayment of the sums invested: this investment vehicle offered by Aroxys offers no capital protection guarantee.
  An investment in the SLP is a long-term commitment involving a high level of risk, with no guarantee of profitability.
  Investors may lose all or part of their investment in the SLP.
• Risk related to the liquidity of assets
  The investment strategy implemented by Aroxys is based on investment in unlisted real estate assets which, by definition, are not liquid. As a result, investors may not be able to recover their investment at any time.
• Risk related to discretionary management
  The strategy implemented by Aroxys is based on anticipation and selection.
  It is therefore possible that the investment vehicle may not be fully invested in the real estate market at any given time.
• Risk related to the valuation of portfolio companies
  The investments made by the SLP are unlisted and their value is therefore estimated by Aroxys.
  As such, this valuation may not reflect the price received in exchange for a subsequent sale of these securities.
• Leverage risk
  Fluctuations in the real estate market and the credit market may significantly reduce the ability to repay debt and significantly increase the cost of financing.
  Leverage, which increases the SLP’s investment capacity, may amplify the impact on the net asset value of the risks related to the real estate market described in the previous paragraph.
• Risk related to a new structure
  The SLP is a new entity that has not yet made any investments.
  There is no guarantee that the Manager and Aroxys will achieve the SLP’s investment objective.
  It is therefore possible that an investor may suffer a significant or total loss of their investment in the SLP.
• Risk related to the investment of the limited partners’ subscription amount
  A significant period may elapse before the SLP actually invests all of the Limited Partners’ Subscription Amounts, and all of these Subscription Amounts may be invested at irregular intervals.
• Risk related to majority investments
  To the extent that the SLP holds majority interests in the Companies, it will be represented on the boards of directors and corporate bodies of the Companies.
  In this context, the SLP may be subject to claims for compensation in connection with these activities.
  In accordance with the provisions of the Articles of Association, SLP will indemnify Aroxys and the directors appointed by it in the event of such claims. These claims for indemnification could therefore impact SLP’s financial performance.
• Risk related to the limited number of investments
  The SLP’s investments will be concentrated and may take significant positions in a limited number of assets; thus, the overall performance of the SLP may be affected by the unfavourable performance of one of the SLP’s significant investments.
• Risk related to the timing of investment opportunities
  Aroxys has not yet identified all the specific opportunities that it will pursue throughout the SLP’s investment process. Appropriate investments may not always be available at any given time.
  The SLP’s investment rate may be delayed or progress at a slower pace than expected for various reasons, including, but not limited to, due diligence, commercial negotiations and legal and tax structuring that require more time than anticipated. A significant period may elapse before the SLP invests all the Subscription Amounts.
  The SLP’s investment rate may be delayed or progress at a slower pace than expected for various reasons, including, but not limited to, due diligence, commercial negotiations and legal and tax structuring that require more time than anticipated. A significant period may elapse before the SLP invests all the Subscription Amounts.
• Risk related to preliminary audits (or ‘due diligence’)
  Aroxys will conduct preliminary audits (or ‘due diligence’) prior to any potential investment by the SLP.
  No guarantee is given that these audits will be exhaustive or conclusive and that all material risks related to potential investments will be identified.
• Specific risk related to development operations
  The SLP may also engage in or be indirectly exposed to development operations that are likely to expose it to the following risks:
  (i) risks related to construction as a project owner;
  (ii) risks of default by the developer, project manager, general contractors and all trades; and
  (iii) risks of delayed collection over time from the completion of the construction of the building and its letting.
  The SLP will therefore bear, directly or indirectly, the rental risks normally associated with such assets.
  Development operations expose SLP to a potential decline in Net Asset Value due to non-receipt of rent, a decline in the value of fixed assets or technical disputes.
  The SLP will therefore bear, directly or indirectly, the rental risks normally associated with such assets.
  Development operations expose SLP to a potential decline in Net Asset Value due to non-receipt of rent, a decline in the value of fixed assets or technical disputes.
• Risk of eligibility for the tax quota
  Aroxys undertakes to ensure that SLP complies with the Tax Quota. However, the question of SLP’s eligibility for the Tax Quota may still be subject to interpretation of French tax law. Therefore, despite the Management Company’s undertakings and all due care and analysis, the investment may not be considered eligible.
• Sustainability risk
  The SFDR regulates transparency requirements relating to the integration of sustainability risks into investment decisions, the consideration of adverse impacts on sustainability and the disclosure of ESG information, as well as the disclosure of information relating to sustainability.
  Sustainability risk refers to the occurrence of an ESG event or condition that could potentially or actually cause a material adverse impact on the value of the investment.
  Sustainability risks may either represent a risk or have an impact on other risks and, as a result, contribute significantly to risks such as market risks, operational risks, liquidity risks or counterparty risks. Sustainability risks may have an impact on risk-adjusted long-term returns for investors. The assessment of sustainability risks is complex and may be based on ESG data that is difficult to obtain and incomplete, estimated to be outdated or otherwise materially inaccurate. Even when identified, there is no guarantee that such data will be correctly assessed.

 

The risk factors are presented in more detail in the SLP’s articles of association.

For further information, please contact us.