Company

Origin and Evolution

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:

  • Transfer of its registered, tax and administrative office (Effective Place of Management) to Glorieta de Cuatro Caminos 6 – 7 in Madrid (28020) Spain.
  • Approval of the Company’s financial statements as of 31 May 2014.
  • Approval of the new Articles of Association and their adaptation to the Law of Spain, as well as the Regulations of the General Meeting of Shareholders
Headquarters in Madrid

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.

Extraordinary General Meeting of Shareholders

On 9 May 2016, the Extraordinary General Meeting of Shareholders approved the following resolutions, among others:

  • Merger by absorption by the Company (absorbing company) of its two subsidiaries, COMPAÑÍA IBÉRICA DE BIENES RAÍCES, 2009, SOCIMI, S.A.U. and INVERETIRO, SOCIMI, S.A.U. in accordance with the merger plan filed with the Madrid Companies Registry on 8 April 2016.
  • Modification of the corporate purpose of the absorbing company to include the investment and development of leased urban real estate properties.

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:

  • Merger by absorption by the Company (absorbing company) of its subsidiary, BENSELL MIRASIERRA, S.L.U. in accordance with the merger plan filed with the Madrid Companies Registry on 16 May 2018.

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.

Corporate purpose

The Company’s corporate purpose includes the following activities:

  • The acquisition and development of leased urban real estate properties. Its development activity includes the refurbishment of buildings under the terms of Spanish Value-Added Tax Act 37/1992 of 28 December.
  • The holding of interests in the capital of other entities, whether or not they are domiciled in Spanish territory, which have as their main corporate purpose the acquisition of urban real estate assets for leasing and which are subject to the same scheme as that established for listed real estate investment trusts (SOCIMIs) concerning mandatory, legal or statutory policies on the distribution of profits and which meet the investment requirements laid down by Law 11/2009 of 26 October governing Listed Real Estate Investment Trusts (hereinafter the “SOCIMI Act”).
  • The holding of stakes or participations in Collective Investment Institutions including Real Estate Investment regulated by the Spanish Collective Investment Act 35/2003 of 4 November.
Applicable Legislation

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:

  • SOCIMIs shall have at least 80 per cent of the value of their urban real estate assets allocated to leasing and to land for real estate development which are to be allocated to such purpose, provided that development is initiated within three years following its acquisition. The asset value shall be determined according to the yearly average of the separate quarterly balances and, in order to calculate such value, the company may opt to replace the market value of the elements comprising said balances with their book value, which would then be applied to the entire year’s balances. In this case, the money or credit rights from the transfer of this real estate or equity interests made in the same year or in previous years shall not be included in the calculation, as applicable, provided that, in the case of the latter, the reinvestment period established in Article 6 of this Act has not elapsed.
  • Likewise, at least eighty per cent of the tax period income corresponding to each financial year, excluding income from the transfer of holdings and of real estate both destined to fulfilling their main corporate purpose, must come from the leasing of real estate and from dividends or interests in the profits from such interests once the maintenance period referred to in the following paragraph has elapsed. Said percentage shall be calculated on the basis of the consolidated profit (loss) should the company be the parent company of a group as per the criteria set forth in Article 42 of the Code of Commerce, irrespective of its domicile and of the obligation to draw up consolidated annual accounts. Such group shall solely be comprised of SOCIMIs and the rest of the entities referred to in paragraph 1, Article 2 of this Act.
  • The real estate constituting the company’s assets must be leased for at least three years. For calculation purposes, the time the real estate assets have been offered for lease shall be counted, up to a maximum of one year. The term shall be calculated:

    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:

  • More flexible criteria for the inclusion and maintenance of real estate assets: there is no lower limit on the number of real estate assets to be contributed at the SOCIMI’s incorporation, except for housing units, of which at least eight must be contributed. Real estate assets no longer have to remain on the company’s balance sheet for seven years but only for at least three years.
  • Reduction in capital requirements and freedom to leverage: the minimum capital required was reduced from 15 a 5 million euros, eliminating the restriction on the property investment vehicle’s maximum borrowing.
  • Reduction in dividend payout: until the Law came into force, 90% of the profits had to be distributed. This mandatory figure was reduced to 80% as from 1 January 2013.

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.