This document is an advertisement and not a prospectus. Investors should not subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus to be issued in due course.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

Crownstone European Properties Limited announces IPO

Crownstone European Properties Limited (the “Company”), a Guernsey company with limited liability, has today launched an offer of the Company’s Ordinary Shares (the “IPO”) and has applied for admission to listing of its Ordinary Shares on Euronext Amsterdam.

The Company’s target offer size is 45 million Ordinary Shares at the Offer Price of Eur10.00 per Ordinary Share, raising proceeds of approximately Eur425 million, net of the offer costs. The offer is being made by way of a private placement to institutional and certain other types of investors as set out in the Prospectus dated 12 June 2006. The actual number of Ordinary Shares to be issued will be based, inter alia, on prevailing market conditions and demand for the Ordinary Shares in the bookbuilding process and will be published in a pricing statement on or about 22 June 2006, which will be made publicly available by means of a press release in the Netherlands and an advertisement in the Official Price List and a Dutch Newspaper and will be filed with the Netherlands’ Authority for the Financial Markets (Autoriteit Financiële Markten). It is expected that the Listing will become effective and that dealings on Euronext will commence on 26 June 2006.

The Company has appointed Cambridge Place Investment Management LLP (“CPIM”), a UK based investment management firm, as its investment manager. In addition to providing investment management services to the Company, CPIM is to procure the provision of asset management services and administrative services to the Company and its subsidiaries.

The Company’s investment objective is to provide shareholders with a stable, growing dividend and the potential for capital appreciation. The Company’s policy is to pay dividends quarterly depending on its level of earnings. The Company is targeting an aggregate dividend of Eur0.50 per Ordinary Share or greater in respect of its first full financial year ending 31 October, 2007.

The Company is a closed-ended investment company focusing on European Commercial Real Estate and Real Estate Debt. The Company’s current strategy is to invest primarily in office properties located in cities in Europe.

The Company intends to acquire an initial portfolio for approximately Eur1.28 billion (including acquisition costs and taxes) comprising 22 European Commercial Real Estate assets, consisting primarily of office buildings, located in France, Germany, Italy, Finland and the Netherlands.

Morgan Stanley & Co. International Limited is acting as Global Co-ordinator and as Joint Bookrunner, along with Goldman Sachs International, Citigroup Global Markets Limited and Deutsche Bank AG in relation to the proposed IPO.

Commenting on the proposed IPO, Ronald Spinney, Non - Executive Chairman, said:
“We believe the listing of Crownstone European Properties Limited on Euronext will provide an attractive opportunity to the growing number of investors who wish to invest in pan-European commercial real estate assets through a vehicle targeting a stable, growing dividend with the potential for capital appreciation. The involvement of Cambridge Place Investment Management, the Company’s investment manager, with its considerable investment experience, should prove valuable as the Company moves rapidly to invest in quality commercial real estate, with a stable cashflow and potential for capital appreciation, to support the intended initial dividend yield.”

Dennis Lopez, Head of Real Estate at CPIM, added:
“This IPO provides investors with an opportunity to access, at Crownstone’s initial acquisition cost, a portfolio of primarily office properties with a good balance of investment grade tenants across a range of established locations in Europe. We will focus on managing the assets with the objective of capital and income growth. We believe the Company will benefit from our team’s in-depth knowledge of European real estate markets and network of established contacts in identifying other value-enhancing acquisitions with similar characteristics.

“We look forward to working with the highly experienced Board, of Ronald Spinney, Alec Emmott, Philippe Misteli, Christopher Legge and Robert Kramer, to ensure Crownstone is well-positioned to deliver sustained ongoing growth for our prospective investors.”

Copies of the Prospectus, in the English language, may be obtained free of charge at the offices of Morgan Stanley, 25 Cabot Square, Canary Wharf, London E14 4QA and Crownstone European Properties Limited, Dorey Court, Admiral Park, St. Peter Port, Guernsey, Channel Islands and the Paying Agent, ABN AMRO Bank N.V., Equity Capital Markets HQ 7006, Gustav Mahlerlaan 10, 1082 PP Amsterdam (fax: +31 (0) 20 628 0004, e-mail: prospectus@nl.abnamro.com).

This announcement and the information contained herein is not for publication, distribution or release in, or into, directly or indirectly, the United States, Canada, Australia or Japan and does not constitute, or form part of, an offer of the securities for sale in or into the United States, Canada, Australia or Japan.

The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of the securities in the United States. The Company will not be registered under the U.S. Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction.

The contents of this announcement include 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”. They include the statements regarding the target aggregate dividend. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. The Company’s actual results and performance may differ materially from the impression created by the forward-looking statements. The Company and CPIM undertake no obligation to publicly update or revise forward-looking statements, except as may be required by applicable law and regulation. No statement in this announcement is intended to be a profit forecast.

This announcement does not constitute a recommendation concerning the proposed offer. The value of shares can go down as well as up. Potential investors should consult a professional advisor as to the suitability of the proposed offer for the individual concerned.

Cambridge Place Investment Management LLP of 17 Old Court Place, London, W8 4PL (“CPIM”) which is regulated by the United Kingdom Financial Services Authority, is acting exclusively for the Company and no one else in connection with the proposed IPO and will not be responsible to any person other than the Company for providing the protections afforded to clients of CPIM or for providing advice in relation to the proposed IPO.

This announcement has been issued by the Company and has been approved by CPIM solely for the purposes of section 21 of the Financial Services and Markets Act 2000.

Morgan Stanley & Co. International Limited, Goldman Sachs International, Citigroup Global Markets Limited and Deutsche Bank AG are acting for the Company in connection with the Offer and no one else and will not be responsible to anyone other than the Company for providing the protections offered to the respective clients of Morgan Stanley & Co. International Limited, Goldman Sachs International, Citigroup Global Markets Limited or Deutsche Bank AG nor for providing advice in relation to the Offer.

This announcement is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (the “Prospectus Directive”).

This announcement is only being directed and any offering will only be directed, in or from the Netherlands, at individuals and/or entities that act or invest in investment products in the course of their ordinary business or profession within the meaning of Article 1 of the Exemption Regulation Investment Institutions Supervision Act (Vrijstellingsregeling Wet toezicht beleggingsinstellingen) and at professional parties within the meaning of Section 1a, sub-section 3 of the Exemption Regulation to the Act on the Supervision of the Securities Trade 1995 (Vrijstellingsregeling Wet toezicht effectenverkeer 1995).

Investment strategy
The Company’s investment objective is to provide investors with a stable, growing dividend and the potential for capital appreciation from investing in European Commercial Real Estate and Real Estate Debt. The Company’s investment policy is to focus on the acquisition of assets which have at least one of (i) a secure income stream, (ii) lease-up potential and (iii) reversionary rent potential.

Valuations
The Group intends to revalue its investment property for the purposes of its annual audited accounts and half yearly statements. The Company intends to appoint one or more reputable valuers on an ongoing basis to carry out such valuations.

Investment Manager
The Company has entered into an Investment Management Agreement with CPIM under which CPIM is responsible for the investment management of the Company’s portfolio within the investment strategy determined by the Board. In particular, CPIM will be responsible for identifying and carrying out investment in new investment opportunities, the implementation of major investment and asset management initiatives and the disposal of existing assets, each in accordance with the Company’s investment strategy. CPIM will present its proposals to the Board on a quarterly basis.

CPIM is a UK based investment management firm authorised and regulated in the UK by the FSA and registered under the US Advisers Act of 1940, as amended. The CPIM Group currently has some 100 employees in Europe (London) and the United States (Boston). As at 30 April 2006, CPIM's total gross assets under management were approximately US$7 billion.
Bron : Crownstone European Properties Limited