SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A. was incorporated on 1 December 2011 under the Law of Luxembourg. Its registered office was located at Boulevard Prince Henri 9b, L-1724 Luxembourg (Grand Duchy of Luxembourg) and was duly registered in the Trade and Companies Register of Luxembourg under number B165103. On 10 June 2014, the Extraordinary General Meeting of Shareholders approved the following resolutions, among others:
After having finalised the process of transferring the headquarters, the Company was duly registered in the Madrid Companies Registry on 15 October 2014 with Corporate Tax ID A/87.093.902. From then on, the Company has carried out its activity in Spain. Its corporate purpose is the holding of stakes in the capital of other Listed Investment Companies of Real Estate Market (referred to in Spain as “SOCIMI”) or in other non-resident companies in Spain with the same corporate purpose. These companies should have a similar regime to that established for SOCIMI in terms of obligatory, legal or statutory policy regarding the allocation of profits.
On the date of the Company’s incorporation (2011), it held 100% of the shares of two SOCIMI called COMPAÑÍA IBÉRICA DE BIENES RAÍCES, 2009, SOCIMI, S.A.U. (incorporated on 29 December 2009) and COMPAÑÍA IBÉRICA DE RENTAS URBANAS, 2009, SOCIMI, S.A.U. (incorporated on 22 December 2009). On 25 June 2013, the merger of both controlled companies was approved and from that date, only one controlled company existed, COMPAÑÍA IBÉRICA DE BIENES RAÍCES, 2009, SOCIMI, S.A.U. and the latter, in turn, maintained the assets and liabilities of the other absorbed company.
On 22 January 2015, the Board of Directors of the Company approved the acquisition of 100% of the shares of the company called INVERETIRO, SOCIMI, S.A.U. for the equivalent of the market value of the company’s assets (mainly real estate assets), discounting debts. That investment operation was signed before Notary in a public document on 27 March 2015.
On 9 May 2016, the Extraordinary General Meeting of Shareholders approved the following resolutions, among others:
On 1 July 2016, the public deed of merger by absorption by SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A. of its two subsidiaries was duly signed before Notary. That merger document was registered in the Madrid Companies Registry on 27 July 2016.
On March 1, 2018, the Company acquires 100% of the shares of the company called Bensell Mirasierra S.L.U. which has as its main asset a real estate property asset located in Valle de la Fuenfría 3 in Madrid (Mirasierra) for offices use with a total rentable area of 5,987 m2 above ground and 137 parking spaces.
On 28 June 2018, the Extraordinary General Meeting of Shareholders approved the following resolutions, among others:
On 21 September 2018, the public deed of merger by absorption by SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A. of its subsidiary was duly signed before Notary. That merger document was registered in the Madrid Companies Registry on 16 November 2018.
The Company’s corporate purpose includes the following activities:
The Parent Company, in addition to its subsidiaries, are governed by Law 11/2009 of 26 October governing Listed Real Estate Investment Trusts, as amended by Law 16/2012 of 27 December. Article 3 of said Law, as amended by the new Law, sets forth the investment requirements for this kind of companies, which are as follows:
A) From the start date of the first tax period in which the special tax regime set forth in this Act applies, in the case of real estate included in the company’s assets prior to joining the scheme, as long as that on said date the asset was leased or offered for lease. Otherwise, the provisions set forth in the following point shall apply.
B) From the date on which they were leased or offered for lease for the first time, in the case of real estate assets subsequently developed or acquired by the company.
In the case of shares or interests in the entities referred to in paragraph 1, Article 2 of this Law, they must be maintained in the company’s assets for at least three years from the date of acquisition or, as appropriate, from the start of the first tax period in which the special tax regime set forth in this Law applies.
As set forth by the First Transitional Provision of Law 11/2009 of 26 October governing Listed Real Estate Investment Trusts, as amended by Law 16/2012 of 27 December, such companies may opt to apply the special tax regime under the terms set forth in Article 8 of said Law, even where the requirements laid down therein have not been fulfilled, provided such requirements are met within two years of the date on which the company chooses to apply the scheme.
The failure to comply with this condition shall mean that the company will once again be taxed as per the general tax scheme for Corporation Tax, as from the tax period when the failure to comply comes about, except where it is corrected in the following year. Furthermore, along with the tax liability for such tax period, the company shall be obliged to pay the difference between the tax liability for the tax resulting from the application of the general scheme and the tax liability effectively paid resulting from applying the special tax regime in prior tax periods, without prejudice to any late payment interest, surcharges and penalties which may, as appropriate, apply.
In addition to the above, the amendment of Law 11/2009 of 26 October by Law 16/2012 of 27 December 2012 established the following specific changes:
The Corporation Tax rate for SOCIMIs is set at 0%. Nonetheless, where the dividends a SOCIMI distributes to its members holding an interest exceeding 5% are exempt or taxed at a rate below 10%, the SOCIMI will be subject to a special rate of 19%, which shall be deemed as the Corporation Tax liability on the amount of the dividends distributed to such members. If applicable, this special rate shall have to be paid by the SOCIMI within two months from the date the dividends are distributed.
The Parent Company’s Administrators deemed at year-end 2015 that the Group’s two companies had fulfilled all the requirements laid down by the aforementioned Law.