This confidential information memorandum including the annexes consisting of a
legal memorandum, a tax memorandum and a technical memorandum (the "IM") has
been prepared by CBRE B.V. in cooperation with Houthoff Buruma Coöperatief U.A.,
PricewaterhouseCoopers Belastingadviseurs N.V. and IPMMC Vastgoed and other
advisors ("Advisors") and on the instruction of Stichting Philips Pensioenfonds ("PPF"),
based on information supplied by PPF in view of its possible divestment of the Property
Symphony Office Building and the Public Parking Garage (the "Property") as further
described herein.
This IM is only being made available to PPF and is provided to a limited number of
prospective purchasers (the "Prospective Purchaser(s)") solely for their use in considering
an acquisition of the Property (the "Proposed Transaction"). This IM does not propose to
be all-inclusive or to contain all of the information a Prospective Purchaser may desire.
The sole purpose of this IM is to assist the Prospective Purchaser in deciding whether it
wishes to proceed with a further investigation of the Proposed Transaction and it is not
intended to form the basis of any investment decision or any decision to purchase any
interest in the Property.
More information with respect to the Property will be made available to Prospective
Purchaser(s) in the second round of the sales process by means of a online electronic
virtual data room (the "Data Room"). The Prospective Purchaser(s) will, and will cause
their representatives, to use the Data Room in accordance with the applicable Data Room
conditions. PPF expressly disclaims any and all liability relating to or resulting from the
use of the Data Room by the Prospective Purchaser(s) or any of its affiliates, advisors or
representatives.
None of the Advisors and PPF or any of their respective officers, directors, employees,
affiliates, representatives or advisors make any representation or warranty, expressed
or implied, as to the accuracy or completeness of any of the information contained in the
IM or of any other written or verbal communication transmitted or made available to a
Prospective Purchaser, and each of the Advisors and PPF expressly disclaims any and all
liability relating to or resulting from the use of such information and communications by a
Prospective Purchaser or any of its affiliates, advisors or representatives, or relating to or
resulting from any error or omission in such information and communications. The material
presented in this IM contains views of PPF. There can be no assurance that PPFâs views
are accurate or that any projections will be realized. In particular, no representation or
warranty is given as to the achievement or reasonableness of any future projections,
estimates, forecasts or statements about the future prospects of the Property.
This IM is proprietary information and for the exclusive and non-transferable use by the
Prospective Purchaser. The distribution of this IM in jurisdictions outside the Netherlands
may be restricted by law or regulations and therefore persons into whose possession this
IM comes should inform themselves about and observe any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the securities laws of any
such jurisdictions.
This IM must not be copied, reproduced, distributed, stored digitally or by other means, or
passed to others at any time other than in accordance with the prior written consent of the
Advisors and PPF.
Neither this IM nor its delivery to any Prospective Purchaser shall constitute an offer to sell
or invitation to purchase an interest in the Property. Moreover, the distribution of this IM
shall not be construed as implying any commitment by PPF with regard to the entering into
any business arrangement of any nature whatsoever with the Prospective Purchaser.
Neither this IM nor any other written or verbal information made available to a Prospective
Purchaser will form the basis of any contract. The distribution of this IM is not to be
taken as any form of commitment on the part of PPF to proceed with any transaction
whatsoever.
This IM has been delivered to Prospective Purchasers upon the express understanding
that such Prospective Purchaser will use it only for the purpose set forth above. This IM
shall not be deemed an indication of the state of affairs of the Property as of the date
hereof nor shall it constitute an indication that there has been no change to the Property
since the date hereof. None of the Advisors or PPF intends to update or otherwise revise
this IM following its distribution, and recipients of this IM should not expect the Advisors,
PPF or any other party to do so. Prospective Purchasers are urged to conduct an
independent investigation and valuation of the Property. In furnishing this IM, PPF and the
Advisors undertake no obligation to provide the Prospective Purchaser with access to any
additional information or to correct any inaccuracies therein which may become apparent.
PPF reserves the right, in its sole discretion, to change the procedures for the sale of
the Property, to reject any and all proposals made by or on behalf of any Prospective
Purchaser or other third party with regard to the Proposed Transaction and to terminate
further participation in the investigation and proposal process by, or any discussions
or negotiations with, any Prospective Purchaser or other third party at any time for any
reason.
The Advisors are acting as advisor to PPF for the purposes of the Proposed Transaction
and will not regard any other person (whether or not a Prospective Purchaser) as its
client in relation to the Proposed Transaction. Any Prospective Purchasers interested in
acquiring an interest in the Property are recommended to seek their own financial, legal,
business, technical and tax advice.