No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘1933 Act’’), and accordingly will not be offered, sold or delivered, directly or indirectly within the United States of America, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of, a U.S. person (as defined in Regulation S under the 1933 Act).
[size=+3]PROSPECTUS[/size]
[size=+1]Initial Public Offering February 23, middle year of Term X[/size]
[size=+2]FFHI REAL ESTATE INVESTMENT TRUST[/size]
[size=+1]Ð300,000,000
10,000,000 Units each consisting of 1 Equity Share and 2 Income Shares[/size]
This prospectus qualifies the distribution of 10,000,000 units (the ‘‘Offered Units’’) of FFHI Real Estate Investment Trust.
(‘‘FFHI REIT’’ or the ‘‘REIT’’). FFHI REIT is an unincorporated open-ended real estate investment trust governed by the laws of the Province of New Lancaster which has been formed to acquire, directly and indirectly, a portfolio of Eutopian apartment and hotel properties and to acquire additional St. Espritan and Tilapian apartment and hotel properties as opportunities arise. FFHI REIT is principally focused on the ownership and acquisition of limited service hotels, substantially all the revenues of which are generated from guest room rentals, and apartment buildings. Fourgéres Family Holdings, Incorporated will be the manager of all of the hotels and apartment buildings in the Portfolio.
The primary objectives of FFHI REIT are: (i) to provide holders of Units with stable and growing cash distributions, payable monthly, principally from the ownership of limited service hotels and apartments; and (ii) to maximize long-term Unit value by implementing the REIT’s business strategy. Any appreciation of the value of the properties held will accrue solely to the equity shares, which will indirectly or directly own the properties in the portfolio. Any depreciation in the value of the properties will initially accrue to the equity shares, until the REIT’s investment in the property is extinguished. The income shares will invest in mortgage loans on properties in the FFHI REIT portfolio and other selected commercial mortgages on hotel and apartment properties in the United Provinces of Eutopia, St. Esprit, and Tilapia.
FFHI REIT currently intends to make cash distributions to holders of Units on the 15th day of each month beginning in the second month following the closing of this offering equal to, on an annual basis, approximately 90% of the REIT’s Distributable Income, calculated as described under ‘‘Distribution Policy’’.
There are certain risk factors inherent in an investment in the Offered Units and the activities of FFHI REIT, including the possibility of complete loss of investment. See ‘‘Risk Factors’’.
Price: Ð30.00 Per Unit
Price to........................Underwriters’..............Net Proceeds to
the Public.....................Fee...........................FFHI REIT (1)
Per Offered Unit
Ð30.00.........................Ð1.65........................Ð28.35
Total Offering (2) (3)
Ð300,000,000................Ð16,500,000...............Ð283,500,000
(1) After deducting the Underwriters’ Fee but before deducting expenses of this offering, estimated to be Ð6,445,000, which, together with the Underwriters’ Fee, will be paid by FFHI REIT from the proceeds of this offering.
(2) FFHI REIT has granted to the Underwriters an option (the ‘‘Over-Allotment Option’’), exercisable for a period of 30 days after the closing of the
sale of the Offered Units, to purchase up to an additional 1,000,000 Units on the same terms set forth above solely to cover over-allotments, if any. If the Over-Allotment Option is exercised in full, the total Price to the Public, Underwriters’ Fee and Net Proceeds to FFHI REIT will be $330,000,000, $18,150,000 and $311,850,000, respectively.
*snip*
Managing underwriter, First Eutopian Securities, Inc.
Listing for the equity shares and income shares will be sought on the Neuwestbaden Stock Exchange.
This prospectus is not a recommendation to buy these securities.
These securities may lose value.
