Green light for Berenice Office Fund from Pirelli RE (IT)

Pirelli RE SGR announces that, having filed the relevant documents with the CONSOB and Borsa Italiana, the Offering Circular for the Public Offering of shares in the "Berenice – Office Fund – a Closed-end Real Estate Investment Fund" was published. The shares are to be listed under class 2 in the Funds Segment (MTF) of the Italian stock exchange's Mercato Telematico Azionario.

Berenice is a seeded real estate fund , specialising in properties that are either for commercial or office use o r that may be converted for such use. The portfolio, consisting of 54 properties, includes offices located in the centres of major Italian
cities, above all Milan and Rome.

Berenice is the fifth specialist real estate fund, set up and managed by Pirelli RE SGR, which manages also around a third of the property portfolio of FIP (the Public Property Fund promoted by the Italian Ministry of Finance).

The Berenice Fund , which has a duration of seven years, will be set up with contributions from five private entities: Aida S.r.l., Ganimede Due S.r.l., Kappa S.r.l., Tiglio I S.r.l. and Tiglio II S.r.l., all indirect subsidiaries of Morgan Stanley Real Estate Funds (MSREF). The contributions will be effective on completion of the placement of all the shares being offered for sale at a unit price of not less than their par value, equal to €500 each.

The market value of the properties is approximately €860m. This value was determined as at 30 April 2005 by an independent expert appraisal carried out by CB Richard Ellis. The buildings to be contributed to the Fund will, at the time of their transfer, be assigned a block value of approximately €750m, applying an average
discount of approximately 13%.

The value of the Fund is approximately €300m, represented by the value of the properties contributed (equal to approximately €750m, as above) after deducting the debt transferred to the Fund , which amounts to approximately €450m and is fully secured by the properties themselves.

The Fund's NAV (Net Asset Value), calculated on the basis of the market value of the properties, amounts to approximately €410m. At the time of the contribution, the difference between the market value of the properties (approximately €860), and the net debt transferred to the Fund (approximately €450m) reveals a discount to NAV of 26.9%.

The Fund's asset allocation focuses on investment in commercial and office properties, targeting a sector with good growth potential, given the limited supply of such properties and expectations of a gradual economic recovery.

The Global Offering regards up to 570,000 shares with a par value of €500 each, representing 95% of the shares issued following the contributions . Pirelli RE SGR will, therefore, acquire and hold a minimum of 5% of the total shares throughout the life of the Fund .

The Global Offering, which will be launched on 29 June and will close on 26 July, unless the offering period is closed early (or extended). The Offering has been split into a Retail Offering, aimed at Italian investors, of a minimum of 530,004 shares, representing at least 93% of the shares being sold under the Global Offering, and an accompanying Institutional Offering of up to 39.996 shares, aimed at Italian and overseas institutions, with the exclusion of the United States of America, Canada, Japan and Australia.

The Offer Price will be set at between a minimum of €500 and a maximum of €520 each (the "Maximum Price"). The minimum is not binding and so is possible for the Offerer to estabilish an inferior Offer Price. The Offer Price will be announced to the public within two days of the close of the offering period.

Applications for the shares offered for sale under the Public Offering must be submitted for quantities of no less than 6 shares (the "Minimum Allotment ") or multiples thereof. The minimum investment may not exceed €3,120. Moreover, applications may be submitted for quantities of 30 shares (the "Raised Minimum Allotment") or multiples thereof.

Banca Caboto (Intesa Group ) is acting as Global Coord

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