Avda Ricardo
Soriano 2 4th fl.
ES-296 00 Marbella Spain
2003-01-07
1 INTRODUCTION
VISTA ROMANA
S.L. is the name of a development company with focus on 568 800
m2 land outside the city of Estepona on Costa del Sol.
The area is classified Urbanizable No Programado and owned by
several landowners including real estate company Acerado Inmobiliaria
S.A.
Acerado have
the opportunity to initiate purchasing of minimum 105 000 m2 from
different neighbours and according to the Spanish law be in position
to change present status to Urbanizable Programado, make necessary
compensation to the Town Hall, getting licence, involve architects
for new plan and finally do all the infrastructure including roads,
water, electricity and landscaping.
2 BACKGROUND
In the year
2000 multinational company Skanska Hispania SA and Acerado initiated
a relationship which rapidly resulted in a tangible proposal of
an investment concept.
For realization
of the concept a legal entity, VISTA ROMANA, S.L. was formed with
the two representatives, Mr Arly Jörtner, managing director
of Skanska Hispania SA and Mr Håkan B Carlsson president
of Acerado.
In late 2001
the Skanska group changed their global strategy and as a result
they decide to terminate there operation in Spain and the VISTA
ROMANA S.L. project was put on hold.
3 REVALUATION
In the year
2002 Mr A Jörtner, former President of Skanska Hispania SA
establish his own company Scandia Consulting S.L. concentrated
upon project management and together with Acerado the two parties
decide to resume the VISTA ROMANA S.L. project.
Late 2002 the
management of VISTA ROMANA S.L. met with local lawyers and bank
officials and formed the Manifest (appendix. No 1). At present
moment VISTA ROMAN S.L. is inviting investors in order to achieve
the calculated working capital of 15.000.000 Euros.
As mentioned in the Manifest we believe VISTA ROMANA S.L. is offering
a superior combination of risk and return.
4 PARTIES
4.1 Acerado
Inmobiliaria, S.A.
(Representative; Mr Hakan B Carlsson, Sweden Passport No.43722188)
4.2 Scandia Consulting, S.L. ,
(Representative; Mr Arly Jortner, Sweden Passport No.01053820
4.3 Vista Romana,
S.L. ,
registration number, C.I.F. B-92197730
Avenida Ricardo Soriano 2-4,
SE-296 00 Marbella (Malaga) , Spain
(appendix 2)
(Representative; Mr Hakan B Carlsson together with Mr Arly Jortner)
5 OUTSIDE OF BUSINESS PLAN
5.1 VISTA ROMANA S.L. has entered into an agreement with Acerado
Inmobiliaria SA and Scandia Consulting SL for supply of all rights
with Town Hall.
5.2 VISTA ROMANA
S.L. has entered into an agreement with lawyers for the possibility
to purchase of plots in the actually area.
5.3 VISTA ROMANA
S.L. is currently negotiating the acquisition with Town Hall of
developing
105 000 m2 of totally 568 800 m2.
5.4 Based on
the Manifest (appendix no 1), VISTA ROMANA S.L. decide to have
all the investment capital of MEUR 15 into a bank account before
the finally decision of enter into purchase agreement.
5.5 VISTA ROMANA
S.L. will enter into a purchase agreement with landowners and
pay a deposit of 10% . (The legal situation than permit the change
of land classification). The final 90% will be settle 6 month
later.
5.6 After a
pre-selling period of 6 month VISTA ROMANA S.L. will take a go/no-go
decision. The pre-sales target is 50%.
5.7 Once a go-ahead
decision has been taken and all required official permits granted,
construction work with infrastructure shall be commenced. Approx
12 month.
6 RISK ASSESSMENT
VISTA ROMANA
S.L. through its agreement with Scandia Consulting SL and Acerado
Inmobiliaria SA, secured the supply of in-depth know-how of both
development and construction as well as the finance industry.
According to
the Manifest (appendix no1) the risk to the investors of VISTA
ROMANA S.L. has been minimized.
7 THE COMPANY
The Company
shall become a safe provider of the investment concept VISTA ROMANA
S.L..
The primary
goals of the Company are;
- to identify, secure and develop suitable plots.
- to market, sell plots and with done infrastructure and licence
to build.
Through the
recognition among the potential buyers we believe that this un-matched
combination of networks will carry the Company its goals.
8 THE MANAGEMENT
VISTA ROMANA
S.L. management team is a creative blend of individuals from the
disciplines of facilities management, construction, marketing,
financial and legal.
The management
team is compromised of;
Chairman of
the Board of Directors To be announced
Director, President & Chief Executive Officer Mr Arly Jortner
Director & Chief Operations Officer Mr Hakan B Carlsson
Legal adviser Mr Carlos Santos
9 ESTIMATE USE OF FUNDS
VISTA ROMANA
S.L. shall utilize the net proceeds received from this offering
for working capital to cover deposits required in relation to
conditional land acquisition rights, development expenses, marketing
and selling expenses, administrative costs, equipment purchases
and consulting fees.
It is expected
that the net proceeds received from the contemplated offering
shall sufficient to enable the VISTA ROMANA S.L. to secure the
right to acquire plots and to develop, market, sell and construct
the infrastructure. The Company may initiate one subsequent offering
to obtain additional capital in order to significantly accelerate
the execution of additional plots.
As the table
shows, the proceeds of contemplated offering will be spent on
securing the land acquisition right and upon having achieved sufficient
pre-sales, the proceeds will also be utilized as working capital
during the construction of the infrastructure.
USE OF FUNDS
(18 month)
Land, fees and
licence. EUR - 09 600 000
Infrastructure, consultants, fees. EUR - 05 000 000
Contingencies . EUR - 00 400 000
Selling price.
EUR 21 000 000
Revenue before
tax.
75% to the investors EUR 4 500 000
25% to be announce by the shareholders EUR 1 500 000
Pending usage,
the net proceeds of offering will be invested in short-term, interest
bearing accounts.
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