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The information contained herein and on the pages that follow may contain forward-looking statements. Any statement other than a statement of historical fact is a forward-looking statement. Actual results may differ materially from those expressed or implied by any forward-looking statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any forward-looking statement, which speaks only as of the date of its issuance.
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1.2. The “Company” means Real Estate Credit Investments Limited and any of its subsidiaries and related companies and references to the “Company’s website” are to any of the Company’s websites and also include, but are not limited to, the text, images, links, sounds, graphics and video sequences displayed in such websites (the “Materials”).
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1.6. Under the Company’s articles of incorporation, the board of directors of the Company (the “Board”) may refuse to register a transfer of the Securities to any person, as determined by the Board, to whom a sale or transfer of Securities, or in relation to whom the holding of Securities (whether directly or indirectly affecting such person, and whether taken alone or in conjunction with other persons, connected or not, or any other circumstances appearing to the Board to be relevant): (a) would or could be in breach of the laws or requirements of any jurisdiction or governmental authority; (b) might result in the Company incurring a liability to taxation; or (c) would or could (i) cause the Company’s assets to be deemed “plan assets” for the purpose of the US Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the US Internal Revenue Code of 1986, as amended (the “US Tax Code”); (ii) cause the Company to be required to register as an “investment company” under the US Investment Company Act (including because the holder of the shares is not a “qualified purchaser” as defined in Section 2(a)(51) of the US Investment Company Act and the related rules and regulations thereunder) or to lose an exemption or status thereunder to which it might otherwise be entitled; (iii) cause the Company to have to register under the US Exchange Act of 1934, as amended (the “US Exchange Act”), or any similar legislation; (iv) cause the Company not to be considered a “foreign private issuer” as such term is defined in Rule 3b-4(c) under the US Exchange Act; (v) result in a person holding shares in violation of the transfer restrictions put forth in any prospectus published by the Company, from time to time; or (vi) cause the Company to be a “controlled foreign corporation” for the purposes of the US Tax Code (each of (a), (b) and (c), a “Non-Qualified Holder”). If it shall come to the notice of the Board that any Securities are owned directly or beneficially by any Non-Qualified Holder, the Board may give notice to such person requiring it (a) to provide the Board within thirty days with sufficient satisfactory documentary evidence to satisfy the Board that such person (as applicable) is not a Non-Qualified Holder or (b) to sell or transfer its Securities to a person qualified to own the same within thirty days and within such thirty days to provide the Board with satisfactory evidence of such sale or transfer. If any person upon whom such a notice is served does not within thirty days after such notice transfer its Securities to a person qualified to own the same or establish to the satisfaction of the Board (whose judgment shall be final and binding) that it is qualified and entitled to own the Securities, such person shall be deemed upon the expiration of such thirty days to have forfeited its Securities.
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RECI’s current discount to NAV (15%) suggests to us that some investors could be concerned that potential issues with commercial real estate (CRE) will dramatically affect the trust’s assets. In our note, Why CRE equity worries should not apply to RECI, we identified that RECI’s management of its position as a debt provider and in its asset selection make it very different, noting i) CRE equity holders take first losses (with a 60% LTV, RECI has a big cushion), ii) when accounts have got into difficulties, RECI has typically seen more funds injected by the equity backers, iii) CRE equity holders suffer from rising rates, and iv) RECI has limited high-sector-risk exposure.
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