Registration of a prospectus approved by the
Central Bank for issue by an Irish registered
company

C(io

Investment Funds...
IMPORTANT NOTICE

THIS DOCUMENT IS AVAilABLE ONLY TO INVESTORS WHO ARE (I) BOTH QUALIFIED INSTITUTIONAL
BUYERS ("QIBS") AS...
Investors. By accepting the e-mail and accessing the Document, you shall be deemed to have represented to the
Company, the...
THIS PROSPECfUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about
the contents of this Pro...
Notice to Overseas Investors

The distribution of this Prospectus and issue of Ordinary Shares in certain jurisdictions ot...
require to make an investment decision. The Company is not, and will not be, subject to the continuous disclosure
requirem...
TABLE OF CONTENTS

PART 1:

SUMMARY ................................................ .

2

PART II:

RISK FACTORS ...........
PART 1: SUMMARY
Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in
Secti...
Section B-Issuer
B.4a

A description of the
most significant recent
trends affecting the
issuer and the
industries in whic...
Section 8-Issuer

The Company is not aware of any persons who, directly or indirectly,
jointly or severally, exercise or c...
Section B-Issuer
period of three years from completion of development of that asset
where development costs exceed 30% of ...
Section 8-Issuer

Based on the provisions of AIFMD it is considered by the Directors
that the Company may be an AIF within...
Section B-lssner
Placing and Sponsor Agreement

The Company, the Directors, the Investment Manager, GP Holdings
and the Jo...
Section B-Issuer
Manager, charged and payable quarterly in arrears. The Company
shall bear any costs or expenses properly ...
Section B-Issuer
results through a Regulatory Information Service. The NAV will be
based on the Company's real estate asse...
Section C-Securities
The directors of the Company may decline to recognise any
instrument of transfer unless:
(a) the inst...
Section C-Sccurities

under the Articles, serve a notice upon such Non-Qualified Holder
requiring such Non-Qualified Holde...
Section C-Sccurities
C.7

Dividend policy:

The Directors intend to maintain a dividend policy which has due
regard to sus...
Section D-Risks

-

The Central Bank may refuse to authorise the Investment
Manager as an AIFM on the basis that the Inves...
Section D-Risks

-

0.3

Key information on
the key risks that are
specific to the

The Company will elect for Irish REIT ...
Section E-Offer

E.l

The total net proceeds
and an estimate of the
total expenses of the
issue:

The estimated net procee...
Section E--Offer

In addition, LVS II has entered into the LYS II Subscription
Agreement with the Company pursuant to whic...
PART II: RISK FACTORS

Any investment in the Ordinary Shares is subject to a number of n·sks. Accordingly, prior to making...
The ability of the Company to achieve its investment objectives is therefore significantly dependent upon
the expertise of...
circumstances, including, among other things, if the Investment Manager is in breach of a material term of
the Investment ...
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Green REIT Prospectus

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Prospectus for Green REIT plc

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Green REIT Prospectus

  1. 1. Registration of a prospectus approved by the Central Bank for issue by an Irish registered company C(io Investment Funds, Companies and Miscellaneous Provisions Act 2005 Section 38(1)(b) of S.l. No. 324 of 2005 Prospectus (Directive 2003171/EC) Regulations 2005 Central Bank Reform Act 2010 AN OIFIG UM CHLARC! CUIDEACHTA[ COMPANIES REGISTRATION OFFICE ffl 'o/lf . llllllllllllllllllllllllllllllllllllllllllllllllll 4762701 CRO receipt date stamp Companies Acts 1963 to 2012 818 Please complete using black typescript or BOLD CAPITALS, referring to explanatory notes Company Details ) Company Number Company Name Date Approved by the Central Bank IGreen REIT Public Limited Company Day EEJ Year Month rn l2 lo It 13 I I certify on behalf of the issuer that the attached prospectus has been approved by the Central Bank of Ireland. lk,jur(, ,_. I Surname ...:M=.A><>..!!.J"-"R.O""------___J Date Forename(s) Ll ,, /01/2.013 IM I'..Cl."- Position held '--"c'-'o"'M""'~'-'"'"'t-l=..'l.l-...:S::.:€.:;.C......,!I...E,.._-r'"'b"'""'!l.:..:'l:L-_ _ _ _ _ _ _ _ _ _ _ _ _ __ Presenter details ) Name Address Arthur Cox Earlsfort Centre, DX number Telephone number Email Ea~sfort Terrace, Dublin 2 DX exchange 01 618 0000 Fax number Reference number GR151/19
  2. 2. IMPORTANT NOTICE THIS DOCUMENT IS AVAilABLE ONLY TO INVESTORS WHO ARE (I) BOTH QUALIFIED INSTITUTIONAL BUYERS ("QIBS") AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACP') AS WELL AS QUALIFIED PURCHASERS ("QPS") WITHIN THE MEANING OF SECTION 2(A)(51) OF THE US INVESTMENT COMPANY ACT OF 1940 (THE "US INVESTMENT COMPANY ACT") OR (2) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGUlATION S UNDER THE US SECURITIES ACT ("REGUI.ATION S") WHO ARE NOT US PERSONS AS DEFINED IN REGUI.ATION S. IMPORTANT: You must read the following before continuing. The following applies to the document following this page (the "Document"), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Document. In accessing the Document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from GREEN REIT PLC (the "Company"), Green Property REIT Ventures Limited (acting as the Investment Manager to the Company), J.P. Morgan Securities pic ("JPM"), J&E Davy ("Davy'") or Jnvestec Capital & Investments (Ireland) Limited ("Investec") (JPM, Davy and Jnvestec each a bank and together, the "Banks") as a result of such access. IF YOU ARE NOT THE INTENDED RECIPIENT OF THIS MESSAGE, PLEASE DO NOT DISTRIBUTE OR COPY THE INFORMATION CONTAINED IN THIS ELECTRONIC TRANSMISSION, BUT INSTEAD DELETE AND DESTROY ALL COPIES OF THIS ELECTRONIC TRANSMISSION. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNlAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT, OR THE SECURITIES I.AWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND UNDER CIRCUMSTANCES THAT WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE US INVESTMENT COMPANY ACT. THE COMPANY HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US INVESTMENT COMPANY ACT AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THAT ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. THE FOLLOWING DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND YOU ARE NOT AUTHORISED· TO, AND YOU MAY NOT, FORWARD OR DELIVER THE DOCUMENT, ELECTRONICALLY OR OTHERWISE, TO ANY PERSON OR REPRODUCE THE DOCUMENT IN ANY MANNER WHATSOEVER. ANY FORWARDING,.DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOI.ATION OF THE US SECURITIES ACT OR THE APPLICABLE I.AWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THJS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. THE ATTACHED DOCUMENT IS ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("MEMBER STATES") WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(l)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING AMENDMENTS BY DIRECTIVE 2010/73/EU TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE)) ("QUALIFIED INVI':STORS"). In addition, this electronic transmission and the Document is only directed at, and being distributed: (A) in the United Kingdom, to persons (i) who have professional experience in matters relating to investments and who fall uithin the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or who fall within Article 49 of the Order, and (ii) arc "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended; (B) in Ireland, to Qualified Investors who are "professional clients" as defined in Schedule 2 of the Markets in Financial Instruments Regulations; and (C) any other persons to whom it may othernise be lawfully communicated (together all such persons being referred to as '"relevant persons"). This document must not be acted on or relied on (a) in the United Kingdom and Ireland, by persons who are not relevant persons, and (b) in any Member State other than the United Kingdom and Ireland, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to (l) in the United Kingdom and Ireland, relevant persons and (2) in any member state of the European Economic Area other than the United Kingdom and Ireland, Qualified Investors and other persons who are permitted to subscribe for the Ordinary Shares pursuant to an exemption from the Prospectus Directive and other applicable legislation, and will only be engaged in with such persons. Confirmation of your Representation: In order to be eligible to view the Document or make an investment decision with respect to the securities, investors (l) must he either (a) both OIBs and QPs or (b) non~US persons outside the United States transacting in an offshore transaction (in accordance with Regulation S under the US Securities Act), (2) if located in the United Kingdom and Ireland, must be relevant persons and (3) if located in any member state of the European Economic Area other than the United Kingdom and Ireland, must be Qualified
  3. 3. Investors. By accepting the e-mail and accessing the Document, you shall be deemed to have represented to the Company, the Investment Manager and each of the Banks that (1) you have understood and agree to the terms set out herein, (2) you and any customers you represent arc (a) both Q!Bs and QPs or (b) outside the United States and arc not US persons and the electronic mail address to which this e-mail and the Document has been delivered is not located in the United States, (3) if you are located in the United Kingdom or Ireland, you and any customers you represent are relevant persons, (4) if you are located in any member state of the European Economic Area other than the United Kingdom or Ireland, you and any customers you represent are Qualified Investors, (5) you consent to delivery of the Document and any amendments or supplements thereto by electronic transmission and (6) you acknowledge that this electronic transmission and the Document is confidential and intended only for you and you will not transmit the Document (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any ot1ler person. You are reminded that the Document has been delivered to you or accessed by you on the basis that you are a person into whose possession it may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of the Document to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations arc not permitted by law. No action has been or will be taken in any jurisdiction by the Company or the Investment Manager or any of the Banks that would. or is intended to, permit a public offering of the securities, or possession or distribution of a Prospectus (in preliminary, proof or final form) or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Banks or any affiliate of the Banks is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Banks or such affiliate on behalf of the Company or the Investment Manager in such jurisdiction. The Document has been sent to you or accessed by you in an electronic form. You arc reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of the Company, the Investment Manager, any Bank and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Company, the Investment Manager, any Bank or any of their respective affiliates accepts any liability or responsibility whatsoever, whether arising in tort, contract or otherwise which they might have in respect of this electronic transmission, the Document or the contents thereof, or in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from the Company, the Investment Manager or any Bank. Please ensure that your copy is complete. If you receive the Document by e-mail, you should not reply to the this e-mail. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software, will he ignored or rejected. If you receive this Document by e-mail, your usc of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destruction nature.
  4. 4. THIS PROSPECfUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Prospectus, or as to what action you should take, you arc recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. l to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended (the "FSMA") of the United Kingdom, or another appropriately authorised professional advisor if you are in a territory outside Ireland or the United Kingdom. This document constitutes a prospectus for the purposes of Article 3 of the European Parliament and Council Directive 2003/71/EC of 4 November 2003 (the "Prospectus Directive"') relating to the Company (the "Prospectus") and has been prepared in accordance with Part 5 of the Prospectus (Directive 2003/71 EC) Regulations 2005 of Ireland, as amended (the '"Prospectus Regulations") and the Commission Regulation (EC) No. 809/2004. as amended (the "EU Prospectus Regulations"). The Prospectus has been approved by the Central Bank of Ireland (the "Central Bank'"), as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Ordinary Shares which are 10 be admitted to trading on the regulated market of the Irish Stock Exchange Limited (the ''Irish Stock Exchange"") or other regulated markets for the purposes of the Directive 2004/39/EC or which arc to be offered to the public in any member state of the European Economic Area. The Company has requested that the Central Bank provides a certificate of approval and a copy of this prospectus to the FCA in the United Kingdom in connection with the Company's applications to the UK Listing Authority for all the Ordinary Shares to be admitted to listing on the premium listing segment of the Official List of the UK Listing Authority and to the London Stock Exchange pic (the "London Stock Exchange"') for all of its Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. This Prospectus has heen made available to the public in Ireland and the United Kingdom in accordance with Part 8 of the Prospectus Regulations by the same being made available, free of charge, in electronic form on the Company's website www .GreenProperty REITcom. You should read this Prospectus in its entirety and in particular the risk factors set out in the section of this Prospectus headed "'Risk Factors··. The Directors, whose names appear on page 39 of this Prospectus, and the Company, accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. ~~~GREEN V</ REJT PLC Green REIT pic (Incorporated and registered in Ireland under the Irish Companies Acts with registered number 529378) Issue of 309,600,000 Ordinary Shares of €0.10 each at a price of €1.00< 1> per Ordinary Share and Admission to the Official Lists of the Irish Stock Exchange and the UK Listing Authority and to trading on the Irish Stock Exchange and the London Stock Exchange Davy Joint Bookrunner, Joint UK Sponsor and Irish Sponsor J.P. Morgan Cazenove Joint Bookrunner and Joint UK Sponsor In vestee Co Lead Manager ( 1) Save in respect of issue of Ordinary Shares to GP Holdings pursuant to the Subscription Agreement which shall be at an Issue Price of €1.0375 per Ordinary Share. Application has been made to (i} the Irish Stock Exchange for all of the Ordinary Shares to be admitted to listing on the primary listing segment of the Official List of the Irish Stock Exchange (the "Irish Official List""); (ii) the UK Listing Authority for all the Ordinary Shares to be admitted to listing on the premium listing segment of the Official List of the UK Listing Authority (the "UK Official List'" and together with the Irish Official List, the "Official Lists""); (iii) the Irish Stock Exchange Limited for all of the Ordinary Shares to be admitted to trading on its regulated market for listed securities; and (iv) to the London Stock Exchange for all of the Ordinary Shares to be admitted to trading on its main market for listed securities. Admission to the Official Lists, together with admission to trading on the regulated market of the Irish Stock Exchange and the main market of the London Stock Exchange, respectively, for listed securities constitutes admission to official listing on a stock exchange (the "Admission"). It is expected that such Admission will become effective and that dealings in the Ordinary Shares will commence on the Irish Stock Exchange and the London Stock Exchange at 8.00 a.m. on 18 July 2013.
  5. 5. Notice to Overseas Investors The distribution of this Prospectus and issue of Ordinary Shares in certain jurisdictions other than Ireland and the United Kingdom may be restricted by law. No action has been taken by the Company to permit a public offering of Ordinary Shares or possession or distribution of this Prospectus (or any other offering or publicity materials relating to Ordinary Shares) in any other jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this Prospectus nor any advertisement may be distributed or published in any other jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes arc required by the Company and the Joint Bookrunners to inform themselves about and obseiVc <my such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Prospectus does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. Further information on the restrictions to which the distribution of this Prospectus is subject is set out in paragraph 9 of Part XI (The Issue). The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons (as defined in RegulationS under the US Securities Act (''RegulationS")). The Company has not been, and will not be, registered under the US Investment Company Act of 1940. as amended (the "US Investment Company Act"), and investors will not be entitled to the benefits of that Act. The Joint Bookrunners and any of their respective affiliates may arrange for the offer and sale of Ordinary Shares (i) in the United States only to persons reasonably believed to be qualified institutional buyers (each a "QIB") as defined in Rule 144A under the US Securities Act ("Rule 144A") that are also qualified purcha'"rs ("QPs") as defined in section 2(a)(51) of the US Investment Company Act and the related rules thereunder in reliance on Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirement<; of the US Securities Act; and (ii) outside of the United States to persons who arc not US Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S. Prospective purchasers arc hereby notified that sellers of the Ordinary Shares may be relying on the exemption from the provisions of section 5 of the US Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of the Ordinary Shares and the distribution of this Prospectus, see paragraph 9 of Part XI (The Issue). None of the US Securities and Exchange Commission, any other US federal or state securities commission or any US regulatory authority has npproved or disapproved of the Ordinary Shares offered by this Prospectus nor have such authorities reviewed or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. Until the expiry of 40 days after the commencement of the Placing, an offer or sale of Ordinary Shares within the United States by a dealer (whether or not it is participating in the Placing) may violate the registration requirements of the US Securities Act if such offer or sale is made othetwise than in accordance with an applicable exemption from registration under the US Securities Act. The Ordinary Shares are subject to selling and transfer restrictions in certain jurisdictions. Prospective purchasers should read the restrictions described in paragraph 9 of Part Xl (The Issue). Each purchaser of the Ordinary Shares will be deemed to have made the relevant representations described therein ·and in Part XVI (Tenns and Conditions of the Placing). The Ordinary Shares have not been and will not be registered under the applicable securities Jaws of Australia, Canada, Japan, Switzerland or the Republic of South Africa. Accordingly, subject to certain exceptions (noted below), the Ordinary Shares may not be offered or sold in Australia, Canada, Japan, Switzerland or South Africa or to, or for the account or benefit of, any resident of Australia, Canada, Japan, Switzerland or South Africa. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACf THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED ("RSA"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURI1Y IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACf NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACfiON MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURI1Y OR TRANSACfiON. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE, TO ANY PROSPECfiVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO PROSPECTIVE INVESTORS IN AUSTRALIA This Prospectus has been prepared under the law and operating rules of a foreign market, namely Ireland and the United Kingdom. This Prospectus does not constitute a disclosure document under Part 60.2 of the Corporations Act 2001 of the Commonwealth of Australia (the "Australian Corporations Ad (Cth)") and has not been, and will not be, lodged with the Australian Securities and Investments Commission. Accordingly, this Prospectus does not necessarily contain all of the information a prospective investor would expect to be contained in a disclosure document in Australia or which he/she may
  6. 6. require to make an investment decision. The Company is not, and will not be, subject to the continuous disclosure requirements of the Australian Corporations Act. The offer of Ordinary Shares under this Prospectus to investors in Australia will only be made to the extent that such offers do not need disclosure to investors under Part 6D.2 of the Australian Corporations Act. In particular, any person who receives an offer of Ordinary Shares under this Prospectus in Australia represent' and warrants to the Company and the Joint Bookrunners that they are a person who falls within an exemption from disclosure to investors provided by section 708 of the Australian Corporations Act, including a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act, or a "professional investor'' within the meaning of section 708(11) of the Australian Corporations Act. Any offer of Ordinary Shares received in Australia is void to the extent that it needs disclosure to investors under the Australian Corporations Act. Any person to whom Ordinary Shares arc issued or sold pursuant to an exemption provided by section 708 of the Australian Corporations Act must not, within 12 months after the issue. offer those Ordinary Shares for sale in Australia unless that offer is itself made pursuant to a disclosure document under Part 6D.2 of the Australian Corporations Act or is made in reliance on an exemption from the disclosure requirements provided by section 708 of the Australian Corporations Act. Other Important Notices Davy, which is authorised and regulated in Ireland by the Central Bank, is acting exclusively for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contenL<t of this Prospectus or for providing any advice in relation to this Prospectus, the l!)suc or Admission. Apart from the responsibilities and liabilities, if any, which may be imposed by the Central Bank, the FCA or the FSMA, Davy, or any person affiliated with it, docs not accept any responsibility whatsoever and makes no representation or warranty, express or implied, in respect of the contents of this Prospectus including its accuracy or completeness or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company and nothing in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. In addition, Davy docs not accept responsibility for, nor authorise the contents of, this Prospectus or its issue, including without limitation, under section 41 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 (as amended) (the "2005 Act") or Regulation 31 of the Prospectus Regulations. Davy accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or othenvise (save as referred to above) which it might othetwise have to any person. other than the Company, in respect of this Prospectus. J.P. Morgan Cazenove. which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and· PRA, is acting exclusively for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Prospectus or for providing any advice in relation to this Prospectus, the Issue or Admission. Apart from the responsibilities and liabilities, if any, which may be imposed by the Central Bank, the FCA or the FSMA, J.P. Morgan Cazenove, or any person affiliated with it, does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, in respect of the contents of this Prospectus including its accuracy or completeness or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company and nothing in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. In addition, J.P. Morgan Cazenove docs not accept responsibility for, nor authorise the contents of, this Prospectus or its issue, including without limitation, under section 41 of the 2005 Act or Regulation 31 of the Prospectus Regulations. J.P. Morgan Cazenove accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might othetwise have to any person, other than the Company, in respect of this Prospectus. lnvestec, which is authorised and regulated in Ireland by the Central Bank, is acting exclusively for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Prospectus or for providing any advice in relation to this Prospectus, the Issue or Admission. Apart from the responsibilities and liabilities, if any, which may be imposed by the Central Bank, the FCA or the FSMA, lnvestec, or any person affiliated with it, does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, in respect of the contents of this Prospectus including its accuracy or completeness or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company and nothing in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. In addition, Investec does not accept responsibility for, nor authorise the contents of, this Prospectus or its issue, including without limitation, under section 41 of the 2005 Act or Regulation 31 of the Prospectus Regulations. Investec accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or othetwise (save as referred to above) which it might othetwise have to any person, other than the Company, in respect of this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by the Company. Neither the publication of this Prospectus nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Prospectus or that the information in this Prospectus is correct as at any time subsequent to its date. The contents of this Prospectus should not be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal, financial or tax advisor for advice. Certain terms used in this Prospectus, including certain technical and other items, are explained and defined in Part XVIII (Glossary of Technical Ji:nns) or Part XVII (Definitions), as the case may be.
  7. 7. TABLE OF CONTENTS PART 1: SUMMARY ................................................ . 2 PART II: RISK FACTORS ............................................ . 17 PART lll: EX PEerED TIMETABLE ..................................... . 37 PART IV: ISSUE STATISTICS .......................................... . 38 PART V: DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE, INVESTMENT MANAGER AND ADVISORS ..................... . 39 PART VI: IMPORTANT INFORMATION ................................. . 41 PART VII: INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 PART VIII: GREEN PROPERTY REIT VENTURES AND THE INVESTMENT MANAGER AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 PART IX: DIRECTORS AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . 63 PART X: HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 70 PART XI: THE ISSUE................................................. 75 PART XII: IRISH REIT REGIME AND TAXATION INFORMATION . . . . . . . . . . . . . 81 PART XIII: CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93 PART XIV: ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE. . . . . . . 96 PART XV: ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 PART XVI: TERMS AND CONDITIONS OF THE PLACING . . . . . . . . . . . . . . . . . . . . 128 PART XVII: DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133 PART XVIll: GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145 ANNEX A: US INVESTOR'S LETTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
  8. 8. PART 1: SUMMARY Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in Sections A-E (A.l-E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of 'not applicable'. Section A-Introduction and warnings A.I Introduction: THIS SUMMARY SHOULD BE READ AS AN INTRODUCTION TO THIS PROSPECTUS. ANY DECISION TO INVEST IN THE ORDINARY SHARES SHOULD BE BASED ON CONSIDERATION OF THE PROSPECTUS AS A WHOLE BY THE INVESTOR, INCLUDING IN PARTICULAR THE RISK FACTORS. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, onder the national legislation of the member states of the European Union, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Subsequent resale of securities or final placement of securities through financial intermediaries: Not applicable. The Company is not engaging any financial intermediaries for any resale of securities or final placement of securities requiring a prospectus after publication of this document. Section B-lssuer B. I Legal and commercial The legal and commercial name of the issuer is Green REIT pic. name: B.2 Domicile and legal form: The Company is incorporated Ill Ireland with registered number 529378 as a public limited company under the Irish Companies Acts and is domiciled in Ireland. B.3 Key factors relating to the nature of the issuer's current operations and its principal activities: The Company is a recently incorporated Irish property investment company which will elect to become an Irish REIT on Admission. The principal activity of the Company will be to acquire and hold investments in Irish real estate (primarily commercial real estate) with a view to maximising shareholder returns. By establishing the Company during the current cyclical weakness in the Irish real estate market, the Board believes the Company will give Shareholders the opportunity to take advantage of the re-pricing of assets that has occurred within the Company's target categories of investment properties. The Company will focus on investing in commercial real estate, including office, industrial and retail assets. At Admission, the Company will not own any properties and therefore does not have portfolio legacy issues that might otherwise dilute performance. 2
  9. 9. Section B-Issuer B.4a A description of the most significant recent trends affecting the issuer and the industries in which it operates: The latest data from the !PO Commercial Property Index for the first quarter of 2013 supports the Management Team's belief in a gradual improvement in performance of the Irish commercial property market with total returns increasing by 1.3% during that period (Source: IPD Commercial Property Index). The first quarter of 2013 has sustained a significant uplift in activity that was witnessed in the second half of 2012. The aggregate value of transactions for the first quarter of 2013 was approximately €342 million from 32 transactions. This is significantly higher than the first quarter of 2012 which recorded an aggregate transaction value of €17 million and is 32% higher than the fourth quarter of 2012 which recorded an aggregate transaction value of approximately €259 million. Prime city centre offices continue to be the core focus for the majority of investors, which is driven by an expectation of rental growth in the short-to-medium term. Offices accounted for 50% of all investment volumes followed by mixed-use (16%) and retail (14%) (Source: Jones Lang LaSalle Research 2013). There have also been signs of improvements in certain parts of the occupier markets. Within the core Dublin central business district there arc signs of an increase in demand from potential tenants and a strengthening of prime Dublin office equivalent yields by 50 basis points during 2012 to 6.75% (Source: CBRE Research 2013). There was a gradual decline in the overall office vacancy rate in Dublin over the course of 2012 and into 2013, with the overall availability rate decreasing from 22.25% in the first quarter of 2012 to 17.97% in the first quarter of 2013 (Source: CBRE Research 2013). This was supported to some extent by a lack of new development with almost no speculative office development being completed during 2012 in Dublin. Office rents stabilised in the first quarter of 2013 following an average decline in rents of approximately 56% from a peak in 2007 with prime headline rents in the Dublin office market increasing during the quarter (Source: CBRE Research 2013). B.S Group description: This is not applicable; on Admission the Company will have no subsidiaries. 8.6 Major shareholders: Under the Irish Companies Acts a public limited company is required to have a minimum of seven members and may not commence business until its issued share capital is at least €38,092.14. As at 12 July 2013 (being the latest practicable date prior to the issue of this Prospectus), GP Holdings holds 399,994 Ordinary Shares representing 99.9985% of the issued share capital of the Company. It is also the beneficial owner of the remaining six Ordinary Shares in issue (where each of the members of the Management Team (which includes Mr. Stephen Vernon, a Director of the Company) and Green Property Ventures Limited (which is majority-owned and controlled by members of the Management Team) is the registered holder of one such Ordinary Share). GP Holdings is majority-owned and controlled by members of the Management Team (other than Mr. Pat Gunne) and each member of the Management Team is also a director of GP Holdings. On Admission, each member of the Management Team and Green Property Ventures Limited will transfer the one Ordinary Share held by it (as nominee for GP Holdings) to GP Holdings for nil consideration. On Admission, GP Holdings will hold (on its own behalf and on behalf of Mr. Pat Gunne) 10,000,000 Ordinary Shares, representing 3.2% of the issued share capital of the Company. GP Holdings does not have any different voting rights to other Shareholders. 3
  10. 10. Section 8-Issuer The Company is not aware of any persons who, directly or indirectly, jointly or severally, exercise or could exercise control over the Company as at, or immediately following, Admission. 8.7 Historical key financial information: Not applicable. This Prospectus contains limited historical financial information about the Company as the Company is recently incorporated and has a limited operating history. 8.8 Selected key pro forma financial information: Not applicable. This Prospectus does not contain pro forma financial 8.9 Profit forecast: information. Not applicable. This Prospectus does not contain profit forecasts or estimates. 8.10 A description of the nature of any qualifications in the audit report on the historical financial information: Not applicable. Except for limited balance sheet information, no audited historical financial statements have been made up as at the date of this Prospectus as the Company is recently incorporated. 8.11 Qualified working capital: Not applicable. In the opinion of the Company, taking into consideration the net proceeds to be received by the Company from the Issue, the working capital available to the Company is sufficient for the Company's present requirements and, in particular, is sufficient for at least the next 12 months from the date of this Prospectus. 8.34 Investment policy: The Board aims to assemble, through the services of the Investment Manager, a portfolio of freehold and long leasehold properties in Ireland, principally commercial properties in Dublin although investments in other urban centres within Ireland, including Cork, Galway and Limerick, may also be considered. The Company will focus on investing in commercial real estate, including office, industrial and retail assets. The intention of the Management Team, who will manage the Company through the Investment Manager, is to focus on properties which require active management and which will fit with the Company's strategy of creating a real estate investment portfolio capable of paying dividends in line with requirements of the recently enacted Irish REIT Regime. The Management Team intends to focus on creating both sustainable income and strong capital returns for the Company with a target Total Shareholder Return of 10% to 15% per annum (pre-taxation) when the Net Proceeds are fully invested_(!) The Management Team may also consider property development or redevelopment opportunities but currently expects that this will form a limited component of the overall portfolio bearing in mind the principal focus of the Company on cash flow and dividend distribution. At any point in time, the aggregate development costs incurred in respect of assets under development at that time will not exceed 15% of the Company's most recently published NAV The Company also intends to refrain from disposing of any asset within the (1) These are targets only and not profit forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual results or returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in the Ordinary Shares. In addition, prior to making any investment decision prospective investors should carefully consider the risk factors described in Part II (Risk Factors) of the Prospectus. 4
  11. 11. Section B-Issuer period of three years from completion of development of that asset where development costs exceed 30% of the market value of that asset at the date of commencement of the development, as to do so may cause the Company to incur a tax charge under the Irish REIT Regime. This tax liability becomes due on the profits received from any such disposal. The Company will have the ability to enter into a variety of investment structures, including joint ventures, acquisitions of controlling interests or acquisitions of minority interests within the parameters stipulated in the Irish REIT Regime. There is no limit imposed on the proportion of the Company's portfolio that may be held through joint ventures, although the Board's current expectation is that no more than 50% of the Company's net equity investment would be in the form of joint venture investments. Gearing The Company will seck to use gearing to enhance Shareholder returns over the long-term. The level of gearing will be monitored carefully by the Board in light of the cost of borrowing and the Company will seck to use hedging where considered appropriate to mitigate interest rate risk. The Board currently intends that gearing, represented by the Company's aggregate borrowings as a percentage of the market value of the Company's total assets, will not exceed 35%. However the Board may modify the Company's gearing policy (including the level of gearing) from time to time in light of then-current economic conditions, relative costs of debt and equity capital, fair value of the Company's assets, growth and acquisition opportunities or other factors the Board deems appropriate. In any event, under the Irish REIT Regime, the Company is restricted to a REIT LTV ratio which does not exceed 50%. Restrictions Pursuant to the Irish REIT Regime, the Company will be required, among other things, to conduct a Property Rental Business consisting of at least three properties, with the market value of any one property being no more than 40% of the total market value of the properties in the Company's Property Rental Business. The Company will have a three year grace period from the date of becoming an Irish REIT by the end of which it must comply with these requirements. Once fully invested, the Company will have a greater degree of diversification within the portfolio than the minimum required under the Irish REIT Regime, and the Company's portfolio will consist of a minimum of five properties with no one property investment exceeding 30% of the Company's total assets (including cash) at the time of acquisition. Further, at least 75% of the Company's annual Aggregate Income will need to be derived from its Property Rental Business and at least 75% of the market value of its assets will need to relate to its Property Rental Business. 8.36 Regulatory status: The Company is incorporated and operates under the Irish Companies Acts. The Company is currently not subject to regulation by the Central Bank as a variable capital investment company pursuant to Part XIII of the Companies Act 1990, a unit trust pursuant to the Unit Trusts Act 1990 or as another form of regulated fund pursuant to any other collective investment scheme legislation in force in Ireland. 5
  12. 12. Section 8-Issuer Based on the provisions of AIFMD it is considered by the Directors that the Company may be an AIF within the scope of AIFMD with effect from 22 July 2013. However, the Directors do not believe that the Company will be required under current law, to be authorised by the Central Bank as a regulated AIF. The Company will elect to become an Irish REIT on Admission and will need to comply with certain on-going conditions and requirements in order to maintain Irish REIT status (including minimum distribution requirements). B.37 Typical investors: The typical investors in the Company are expected to be institutional and sophisticated investors, and/or all types of private investors acting on the advice of their stockbroker or financial advisor, who are looking to allocate part of their investment portfolio to the Irish commercial real estate market, as well as specialised international real estate investors. An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Ordinary Shares, for whom an investment in the Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the whole amount invested) which might result from such investment. Investors may wish to consult their stockbroker, bank manager, solicitor, accountant or other independent financial advisor before making an investment in the Company. B.38 Investment of 20 per cent. or more in a single underlying issuer or investment company: Not applicable. The Company will not invest 20% or more in a single underlying issuer or investment company. B.39 Investment of 40 per cent. or more in another collective investment undertaking: Not applicable. The Company will not invest 40% or more in another collective investment undertaking. B.40 Applicant's service providers: Investment management arrangements The Investment Manager Agreement has been entered into between the Company and the Investment Manager pursuant to which the Investment Manager has been appointed on an exclusive basis to acquire properties on behalf of the Company, to manage the Company's assets and properties on behalf of the Company, to provide or procure the provision of various accounting, administrative, registration, reporting, record keeping and other services to the Company and to act as the Company's agent in the performance of the services under, and the conduct of material contractual dealings pursuant to, and in accordance with, the Investment Manager Agreement (subject to certain reserved matters). The Investment Manager Agreement provides that the Investment Manager shall be entitled to the Base Fee and the Performance Fee during the term of the Investment Manager Agreement. The Investment Manager shall also be entitled to additional fees to be agreed with the Company in respect of the provision of any additional agreed services. 6
  13. 13. Section B-lssner Placing and Sponsor Agreement The Company, the Directors, the Investment Manager, GP Holdings and the Joint Bookrunners have entered into the Placing and Sponsor Agreement pursuant to which the Joint Bookrunners have severally agreed, subject to certain conditions that are typical for an agreement of this nature (the last condition being Admission), to use their respective reasonable endeavours to procure subscribers for the Ordinary Shares under the Placing at the Issue Price. The Company has agreed to pay the Joint Bookrunners commissions equal to (i) 2.50% of the value of the Placing and LVS II Subscription Proceeds, if the Placing and LVS II Subscription Proceeds are less than or equal to €200 million, or (ii) 2.50% of the value of the first €200 million of the Placing and LVS II Subscription Proceeds and 2. 75% of the value of the excess of the Placing and LVS II Subscription Proceeds over and above €200 million, if the Placing and LVS II Subscription Proceeds are greater than €200 million, in either case such commissions to be paid to the Joint Bookrunners in equal proportions after deducting the fees payable to Davy in the amount of €250,000 and to Investec as described under "lnvestec Engagement Agreement" below. lnvestec Engagement Agreement The Company has entered into an agreement dated 12 July 2013 with Investec pursuant to which Investec has agreed to act as co-lead manager for the Company in respect of the Admission. The services that Investec shall provide include assisting Davy and J.P. Morgan Cazenove with roadshow management, investor presentations, market feedback and referring orders during the book build part of the Admission process. The fees for these services are €250,000; however, no fees are payable by the Company to Investec under such agreement in the event that Admission does not occur on or before 31 August 2013. Cash Manager Agreement The Company has appointed the Cash Manager as discretionary investment manager of some or all cash not yet invested by the Company in property assets or otherwise applied in respect of the Company's operating expenses entrusted from time to time by the Company for management by the Cash Manager pursuant to the terms and conditions of the Cash Manager Agreement with the aim of preserving the capital value of such assets. Subject to the Company providing the Cash Manager with reasonable notice when it requires the liquidation and/or transfer of a part of the entrusted assets in order to pursue the Company's investment policy, the Company has given the Cash Manager full discretionary authority to invest in various types of financial instruments including cash deposits, term deposits, depository bonds, fixed rate depository bonds, commercial paper, treasuries, bonds with short term to maturity and government securities as well as floating rate notes and other money market instruments. For the services provided under the Cash Manager Agreement, the Company shall pay the Cash Manager an annual fee not exceeding 20 basis points of the cash value of the assets, determined in accordance with acceptable industry practice, entrusted to the Cash 7
  14. 14. Section B-Issuer Manager, charged and payable quarterly in arrears. The Company shall bear any costs or expenses properly incurred by the Cash Manager or any of its affiliates or delegates under the Cash Manager Agreement. Registry seiVices Pursuant to the Registrar Agreement, the Registrar has been appointed to act as the Company's registrar. The Registrar is entitled to a one-off management fee in relation to its services in connection with the Issue and the creation of the share register of €1,000. The Registrar is also entitled to a fee of €2.25 per entry on the register per annum, subject to a minimum fee per annum of €4,000, and to additional fees for processing transfers, assisting at the Company's annual general meetings and other services. There is no maximum amount payable under the Registrar Agreement. The Registrar will also be entitled to certain out of pocket expenses. Audit seiVices KPMG will provide audit services to the Company. The annual report and accounts will be prepared in accordance with !FRS as adopted by the EU. The fees charged by KPMG will depend on the services provided, computed, among other things, on the time spent by the auditor on the affairs of the Company. There is therefore no maximum amount payable under KPMG's engagement letter. Company secretarial setvices Mark Munro is the Company Secretary of the Company and will have the assistance of KPMG in respect of company secretarial services. The Company Secretary will be responsible for matters such as the filing of the Company's annual return and the maintenance of statutory registers. The fees charged by KPMG for their services will be based on the time spent by KPMG personnel in completing the tasks associated with the engagement. There is therefore no maximum amount payable under KPM G's engagement letter. B.41 Regulatory status of investment manager: Investment Manager Green Property REIT Ventures was incorporated in Ireland on 24 June 2013 under the Irish Companies Act (registered number 529378). It is currently not authorised or regulated. If the Company is an AIF (whether a regulated or unregulated AIF), the Investment Manager, as the Company's external manager, will be required to be authorised by the Central Bank as an AIFM under AIFMD. In these circumstances, pursuant to certain transitional provisions under AIFMD which are expected to be implemented into Irish law, the Investment Manager will be required to comply with the provisions of AIFMD on a "best efforts" basis from 22 July 2013 and will have until 21 July 2014 to be authorised as an AIFM. At the date of the Prospectus, the Company has not appointed a depositary. Upon the Investment Manager being authorised as the AIFM of the Company, it will be required to procure that the Company appoints a depositary in Ireland. B.42 Calculation of Net Asset Value: The NAY attributable to the Ordinary Shares will be published at the time of publication of the Company's interim and annual financial 8
  15. 15. Section B-Issuer results through a Regulatory Information Service. The NAV will be based on the Company's real estate assets most recent valuations, as at 30 June and 31 December in each year, and calculated in accordance with !FRS as adopted by the EU. Valuations of the Company's real estate assets will be made in accordance with the appropriate sections of the RICS Red Book at the date of valuation. This is an internationally accepted basis of real estate valuation. The valuations will be undertaken by a suitably qualified independent valuation firm or firms. B.43 B.44 Cross liability: Not applicable; the Company is not an umbrella collective investment undertaking and as such there is no cross liability between classes or investment in another collective investment undertaking. Key financial Not applicable; the Company is recently incorporated, has a limited operating history and, except for limited balance sheet information, no financial statements have been made up as at the date of this Prospectus. information: B.45 Portfolio: Not applicable; the Company is recently incorporated, has a limited operating history and does not hold any investment assets as at the date of this Prospectus. B.46 Net asset value: Not applicable; the Company is recently incorporated, has a limited operating history and does not hold any investment assets as at the date of this Prospectus. Section C-Securities C. I C.2 Type and class of security: Currency of the 310,000,000 Ordinary Shares of nominal value €0.10 each. The !SIN number of the Ordinary Shares will be IEOOBBR67J55. There will be no application for any other class of shares of the Company to be admitted to listing or trading on any exchange. The Ordinary Shares will be denominated in euro. securities issue: C.3 The number of shares issued: C.4 A description of the rights attached to the securities: c.s Restrictions on the free transferability of the securities: On Admission, the Company will have in issue 310,000,000 fully paid Ordinary Shares with a nominal value of €0.10 each, all of which will be issued fully paid. The Ordinary Shares will be issued credited as fully paid and will rank pari passu in all respects with each other and will rank in full for all dividends and other distributions thereafter declared, made or paid in respect of the Ordinary Shares. Pursuant to the Articles, the directors of the Company may, on the allotment and issue of any shares, impose restrictions on the transfer or disposal of such shares comprised in a particular allotment as may be considered by the directors to be in the best interests of the shareholders as a whole. In addition, the directors of the Company in their absolute discretion and without assigning any reason therefor may decline to register any transfer of a share which is not fully paid or any transfer to or by a minor or person with a mental disorder as defined by the Mental Health Act 2001, but this shall not prevent dealings in the shares from taking place on an open and proper basis. 9
  16. 16. Section C-Securities The directors of the Company may decline to recognise any instrument of transfer unless: (a) the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer (save where the transferor is a stock exchange nominee); (b) the instrument of transfer is in respect of one class of share only; (c) the instrument of transfer is in favour of not more than four transferees; (d) the instrument of transfer is lodged at the registered office of Company or at such place as the directors may appoint; (e) they are satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Ireland or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained; and (f) they are satisfied that the transfer would not violate the terms of any agreement to which the Company (or any of its subsidiaries) and the transferor are part or subject. The directors of the Company may, under the Articles, refuse to register a transfer of any shares in the capital of the Company if the transfer is in favour of any person, as determined by the directors, to whom a sale or transfer of shares, or whose direct, indirect or beneficial ownership of shares, would or might (i) 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 the US Investment Company Act) or to lose an exemption or status thereunder to which it might otherwise be entitled; (ii) cause the Company to be required to register under the US Exchange Act or any similar legislation; (iii) 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; (iv) result in a person holding shares in violation of the transfer restrictions set forth in any offering memorandum published by the Company, from time to time; (v) result in any shares being owned, directly or indirectly, by Benefit Plan Investors or Controlling Persons other than, in the case of Benefit Plan Investors, shareholders that acquire shares on or prior to Admission with the written consent of the Company, and, in the case of Controlling Persons, shareholders that acquire the shares with the written consent of the Company; (vi) cause the assets of the Company to be considered "plan assets" under the Plan Asset Regulations; (vii) cause the Company to be a "controlled foreign corporation" for the purposes of the Code; (viii) result in Ordinary Shares being owned by a person whose giving, or deemed giving, of the representations as to ERISA and the Code set forth in the Articles is or is subsequently shown to be false or misleading; or (ix) otherwise result in the Company incurring a liability to taxation or suffering any pecuniary, fiscal, administrative or regulatory or similar disadvantage (any such person a "Non-Qualified Holder"). In addition, if it comes to the notice of the Company that any shares in the capital of the Company are owned directly, indirectly or beneficially by any Non-Qualified Holder, the board may, 10
  17. 17. Section C-Sccurities under the Articles, serve a notice upon such Non-Qualified Holder requiring such Non-Qualified Holder to transfer the shares to an eligible transferee within 14 days of such notice; and, if the obligation to transfer is not met, the Company may compulsorily transfer the shares, in a manner consistent with the restrictions set forth in the Articles. If a Property Income Distribution is paid to a Substantial Shareholder and the Company has not taken reasonable steps to avoid doing so, the Company would become subject to an additional tax charge. The Articles include provisions m order to enable the Company to demonstrate to the Irish Revenue that it has taken reasonable steps to avoid paying a Property Income Distribution to a Substantial Shareholder. Among other matters, these provisions allow the directors of the Company to require the disposal of shares in the Company by giving notice in writing to the persons they believe are Relevant Registered Shareholders in respect of the relevant shares if (i) the directors believe such shares comprise all or part of a Substantial Shareholding of a Substantial Shareholder and are not satisfied that such a Substantial Shareholder would not be beneficially entitled to the Property Income Distribution if it were paid; or (ii) there has been a failure to comply with a notice given by the directors, to the persons they believe are Relevant Registered Shareholders in respect of the relevant shares, to the satisfaction of the directors within the period specified in such notice; or (iii) any information, certificate or declaration provided by any person in relation to shares in the Company for the purpose of the REIT provisions was materially inaccurate or misleading. In addition to any other right or power of the Company under the Irish Companies Acts, under the Articles the directors of the Company may at any time give a Shareholder a notice requiring that Shareholder to notify the Company of his interest in any Ordinary Shares in the Company and where a Shareholder fails to comply with such notice or any notice served by the Company under the Irish Companies Acts, the directors of the Company may serve a further notice on the relevant Shareholder directing that. amongst other things, where the relevant Ordinary Shares represent at least 0.25% of the issued share capital of that class, save in specified circumstances, no transfer of any of such shares shall be registered. The Placing of Ordinary Shares to persons located or resident in, or who are citizens of, or who have a registered address in, countries other than Ireland or the United Kingdom, and the holding of Ordinary Shares by such persons, may be affected by the law or regulatory requirements of the relevant jurisdiction, which may include restrictions on the free transferability of such Ordinary Shares. Investors in such jurisdictions should consult their own advisors prior to an investment in the Ordinary Shares. C.6 Admission: Application has been made to (i) the Irish Stock Exchange for all of the Ordinary Shares to be admitted to the primary listing segment of the Official List of the Irish Stock Exchange; (ii) the UK Listing Authority for all of the Ordinary Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority; (iii) the Irish Stock Exchange for all of the Ordinary Shares to be admitted to trading on its regulated market for listed securities; and (iv) to the London Stock Exchange for all of the Ordinary Shares to be admitted to trading on its main market for listed securities. 11
  18. 18. Section C-Sccurities C.7 Dividend policy: The Directors intend to maintain a dividend policy which has due regard to sustainable levels of dividend cover and reflects the Directors' view on the outlook for sustainable recurring earnings. Under the Irish REIT Regime, subject to having sufficient distributable reserves, the Company will be required to distribute to Shareholders at least 85% of the Property Income of its Property Rental Business for each accounting period. The Company intends to pay dividends when it is considered appropriate to do so by the Board. However, in accordance with the Irish REIT Regime, provided it has sufficient distributable reserves, the Company's first dividend must be paid by 23 March 2015. Section D-Risks D.l Key information on the key risks that are specific to the issuer or its industry: Prior to investing in the Ordinary Shares, prospective investors should consider the risks associated therewith. The risks relating to the Company and/or its industry include the following: - The Company is newly formed and has a limited operating history, and prospective investors in the Company will have limited data to assist them in evaluating the prospects of the Company and the related merits of an investment in the Ordinary · Shares. - The Company is to be externally managed and so the ability of the Company to achieve its investment objectives is significantly dependent upon the Investment Manager and the expertise of the Management Team. There can be no assurance that the Investment Manager will be successful in achieving the Company's investment objectives. - The Investment Manager Agreement has an initial term of five years and upon expiry or termination of the Investment Manager Agreement (whether in accordance with its terms or otherwise) there is no assurance that an agreement with a new investment manager can be entered into on similar terms or on a timely basis and entry into an agreement with less favourable terms or a replacement of the Investment Manager may have a material adverse effect on the Company's financial condition, business, prospects and results of operations. - Under current law the Directors do not believe that the Company will need to be authorised as a regulated AIF by the Central Bank. However, the current law may be amended to require the Company to be authorised as a regulated AIF by the Central Bank. There is therefore a risk that the Company will be brought within the scope of Irish collective investment scheme legislation. This could result, among other things, in the Company becoming subject to the Central Bank's AIF Rulebook and the requirements therein applicable to retail investor AIFs. These requirements are prescriptive in a number of respects and could materially restrict the Company and may significantly impair the Company's ability to achieve its investment objectives. In addition, there is a risk that although the Company may be required to be authorised by the Central Bank as a regulated AIF the Central Bank may refuse to do so in which case the Company could not continue its business and would have to be liquidated. 12
  19. 19. Section D-Risks - The Central Bank may refuse to authorise the Investment Manager as an AIFM on the basis that the Investment Manager is unable to meet the requirements of AIFMD and as a consequence the Investment Manager will not be permitted to continue to manage the Company and a successor investment manager duly authorised as an AIFM would need to be appointed to perform these functions. - The Company's performance will be subject to the conditions of the commercial property market in Ireland. Any deterioration in the Irish commercial property market, for whatever reason, could result in declines in market rents received by the Company, in occupancy rates for the Company's properties and in the carrying values of the Company's property assets (and the value at which it could dispose of such assets), any of which could have a material adverse effect on the Company's financial condition, business, prospects and results of operations. - The Company is subject to inherent risks arising from general and sector specific economic conditions in Ireland and in other countries. The global financial system began to experience difficulties in mid-2007, uncertainty continues to surround the pace and scale of global economic recovery and conditions could deteriorate. Sovereign debt defaults and European Union and/or Eurozone exits could have a material adverse effect on the Company by, for example, impacting the availability of credit to the Company and causing uncertainty and disruption in relation to financing. Austerity and other measures introduced to limit or contain these issues may themselves lead to economic contraction and result in material adverse effects on the Company's financial condition, business, prospects and results of operation. - Pending deployment of the Net Proceeds to acquire property investments, the Company intends for cash held to be invested by the Cash Manager in cash deposits, government securities and money market funds. There can be no assurance as to how long it will take for the Company to invest any or all of the Net Proceeds in commercial property and it may not find suitable commercial properties in which to invest all of the Net Proceeds. - The Company expects to face competition from other property investors for the purchase of desirable properties and in seeking creditworthy tenants for acquired properties. The existence and extent of competition in the commercial property market competition may also have a material adverse effect on the Company's ability to secure tenants for properties it acquires at satisfactory rental rates. - Revenues earned from, and the capital value and disposal value of, properties held by the Company and the Company's business may be materially adversely affected by a number of factors inherent in property management. - The Company will rely on the expertise and experience of the Directors to supervise the management of the Company's affairs. - The valuation of property and property-related assets is inherently subjective. To the extent valuations of the Company's properties do not fully reflect the value of the underlying properties this may have a material adverse effect on the Company's financial condition, business, prospects and results of operations. 13
  20. 20. Section D-Risks - 0.3 Key information on the key risks that are specific to the The Company will elect for Irish REIT status under the TCA on Admission but there is no guarantee that the Company will, following its election to become an Irish REIT, continue to maintain Irish REIT status (whether by reason of failure to satisfy the conditions for Irish REIT status or otherwise). If the Company's status as an Irish REIT were withdrawn it would then be subject to tax on the profits of its Property Rental Business and chargeable gains on disposal of property forming part of its Property Rental Business. The risks relating to the Ordinary Shares include the following: - The market price of the Ordinary Shares may not reflect the value of the underlying investments of the Company and may be subject to wide fluctuations in response to many factors. In addition, the market value of the Ordinary Shares may vary considerably from the Company's underlying Net Asset Value. There can be no assurance that Shareholders will receive back the amount of their investment in the Ordinary Shares. - Pursuant to the Irish REIT Regime the Company will be required, subject to having sufficient distributable reserves, to distribute to Shareholders at least 85% of the Property Income of its Property Rental Business for each accounting period to maintain its status as an Irish REIT All dividends and other distributions paid by the Company will be made at the discretion of the Board and will be dependent on the availability of profits available for distribution and sufficient cash flow. - A liquid market for the Ordinary Shares may fail to develop. - Sales of Ordinary Shares by members of the Board, the Investment Manager, GP Holdings and/or the Management Team, or the possibility of such sales, may affect the market price of the Ordinary Shares and may make it more difficult for Shareholders to sell the Ordinary Shares at a time and price that they deem appropriate. - The Company may become subject to an additional tax charge if it pays dividends to, or in respect of, a Substantial Shareholder. Consequently, the Articles contain provisions designed to avoid the situation where dividends may become payable to Substantial Shareholders. Accordingly, if a Shareholder is a Substantial Shareholder this would adversely affect that person's ability to receive dividends and may result in a requirement for all or some of the Ordinary Shares held by that person to be sold. - Immediately following Admission, a number of Shareholders will have significant holdings of Ordinary Shares. It is possible that, in the future, other investors may have significant holdings of Ordinary Shares. The interests of any other significant investor may accordingly conflict with those of other Shareholders. Sales of Ordinary Shares or interests in Ordinary Shares by any significant investor could cause the market price of the Ordinary Shares to decline. securities: 14
  21. 21. Section E-Offer E.l The total net proceeds and an estimate of the total expenses of the issue: The estimated net proceeds receivable by the Company (after the deduction of commissions and other estimated fees and expenses payable by the Company and incurred in connection with the Issue of approximately €10.8 million) is €299,135,882. E.2a Reasons for the issue, use of proceeds and estimated net amount of the proceeds: The estimated net proceeds are as set out in E.! above. The Company's principal use of the Net Proceeds of the Issue will be to fund future real estate investments as well as to fund the Company's operating expenses consistent with the investment policy of the Company. E.3 A description of the terms and conditions of the issue: Not applicable; there is no public offer. Davy and J.P. Morgan Cazenove have conditionally placed 269,031,000 Placing Shares at the Issue Price with certain institutional and qualified professional investors. The Placing is conditional upon, among other things: (a) the Placing and Sponsor Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission; and (b) Admission occurring. In addition, LVS II has entered into the LVS II Subscription Agreement with the Company pursuant to which it has agreed, conditional upon Admission occurring and the Placing and Sponsor Agreement not being terminated in accordance with its terms, to subscribe for 30,969,000 Ordinary Shares at the Issue Price (representing 9.99% of the issued share capital of the Company on Admission). In conjunction with the Placing and the subscription of Ordinary Shares by LVS II, the Management Team will invest (indirectly through GP Holdings or, in the case of Mr. Pat Gunne, by GP Holdings on his behalf) approximately €9,960,000 conditional only on Admission. E.4 A description of any interest that is material to the issue/offer including conflicting interests: Under the Irish Companies Acts a public limited company is required to have a minimum of seven members and may not commence business until its issued share capital is at least €38,092.14. As at 12 July 2013 (being the latest practicable date prior to the issue of this Prospectus), GP Holdings holds 399,994 Ordinary Shares representing 99.9985% of the issued share capital of the Company. It is also the beneficial owner of the remaining six Ordinary Shares in issue (with each of the members of the Management Team and Green Property Ventures Limited (which is majority-owned and controlled by members of the Management Team) being the registered holder of one such Ordinary Share). GP Holdings is majority-owned and controlled by members of the Management Team (other than Mr. Pat Gunne) and each member of the Management Team is also a director of GP Holdings. On Admission, each member of the Management Team and Green Property Ventures Limited will transfer the one Ordinary Share held by it (as nominee for GP Holdings) to GP Holdings for nil consideration. On Admission GP Holdings will hold (on its own behalf and on behalf of Mr. Pat Gunne) 10,000,000 Ordinary Shares representing 3.2% of the issued share capital of the Company. 15
  22. 22. Section E--Offer In addition, LVS II has entered into the LYS II Subscription Agreement with the Company pursuant to which it has agreed, conditional upon Admission occurring and the Placing and Sponsors Agreement not being terminated in accordance with its terms, to subscribe for 30,969,000 Ordinary Shares at the Issue Price (representing 9.99% of the issued share capital of the Company on Admission). E.S Name of the person or entity offering to sell the securities and details of any lock-up agreements: Save for the Company, there are no entities or persons offering to sell Ordinary Shares. The Company and GP Holdings (which is majority-owned and controlled by members of the Management Team (other than Mr. Pat Gunnel) have agreed that, subject to certain customary exceptions, GP Holdings shall not sell any Ordinary Shares prior to the third anniversary of Admission. The Performance Fee Shares to be issued to the Investment Manager shall be issued on the relevant Performance Fcc Due Date and one third of such Performance Fee Shares shall be subject to a lock-up period of 18 months, a further one third shall be subject to a lock-up period of 30 months and the remaining one third shall be subject to a lock-up period of 42 months during which times there shall be no disposal of the relevant portion of the Performance Fee Shares by the Investment Manager, unless a Lock-Up Termination Event occurs in which case the Investment Manager shall be free to dispose of the relevant portion or, as the case may be, all of the Performance Fee Shares in accordance with the Investment Manager Agreement. Any distributions or dividends attributable to Performance Fee Shares declared and paid during the lock-up period shall be paid to and for the benefit of the Investment Manager. E.6 Dilution: Prior to Admission GP Holdings holds 100% of the beneficial interest in the Company and immediately following Admission it will hold (on its own behalf and on behalf of Mr. Pat Gunne) a total of 10,000,000 Ordinary Shares and 3.2% of the beneficial interest in the Company; the Issue will result in the combined beneficial interest of GP Holdings and Mr. Pat Gunne in the Company being diluted by 96.8%. E.7 Estimated expenses charged to the investor by the issuer: Not applicable; no expenses will be charged to any investor by the Company in respect of the Issue. 16
  23. 23. PART II: RISK FACTORS Any investment in the Ordinary Shares is subject to a number of n·sks. Accordingly, prior to making any investment decision, prospective investors should carefully consider all the information contained in this Prospectus and, in particular, the risk factors described below. This Prospectus also contains forward-looking statements that involve risks and uncertainties. See "Forward Looking Statements" in Part VI (Important Information) of this Prospectus. The Company's actual results could differ materially from those anticipated in these fonvard-looking statements as a result of certain factors, including the risks faced by the Company described below and elsewhere in this Prospectus. Prospective investors should note that the risks relating to the Company, its indust1y (being the commercial real estate market in Ireland) and the Ordinary Shares summarised in the section of this Prospectus headed Part I (Summary) are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Company faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this Prospectus headed Part I (Summary) but also, among other things, the risks and uncertainties described below. The Board considers the following risks to be material for prospective investors in the Company. However, the following is not an exhaustive list or explanation of all risks that prospective investors may face when making an investment in the Ordinary Shares and should be used as guidance only. Additional risks and uncertailllies not currently known to the Board, or that the Board currently deems immaterial, may also have an adverse effect on the Company's financial condition, business, prospects and/or results of operations. In such a case, the market price of Ordinary Shares could decline and investors may lose all or part of their investment. Investors should consider carefully whether an investment in the Ordinary Shares is suitable for them in light of the information in this Prospectus and their personal circumstances. If investors are in any doubt about any action they should take, they should consult a competent independent professional advisor who specialises in advising on the acquisition of listed securities. The order in which risks are presented is not necessari~y an indication of the likelihood of the risks actually materia/ising, of the potential significance of the risks or of the scope of any potential harm to the Company's financial condition, business, prospects and results of operations. Prospective investors should read this section in conjunction with this entire Prospectus. RISKS RELATING TO THE COMPANY'S BUSINESS The Company is newly formed and has not yet made any investments The Company was incorporated on 24 June 2013, has a limited operating history and, except for the limited balance sheet information in Part X (Historical Financial Infomwtion) of this Prospectus, docs not have any historical financial statements or other meaningful operating or financial data. It is therefore difficult to evaluate the probable future performance of the Company. The Company intends to invest primarily in the Dublin commercial property market but currently it neither owns any properties nor has it entered into any negotiations with respect to any investment opportunities and it will not do so until after Admission. As a consequence, as at Admission, prospective investors in the Company will have no opportunity to evaluate the terms of any potential investment opportunities, actual investments or financial data to assist them in evaluating the prospects of the Company and the related merits of an investment in the Ordinary Shares. Any investment in the Ordinary Shares is, therefore, subject to all of the risks and uncertainties associated with a new business, including the risk that the Company will not achieve its investment objectives and that the value of any investment made by the Company, and of the Ordinary Shares, could substantially decline. The Company is reliant on the performance of the Investment Manager and the expertise of the Management Team The Company's asset portfolio is to be externally managed and the Company will rely on the Investment Manager, and the experience, skill and judgment of the Management Team, in identifying, selecting and negotiating the acquisition of suitable investments. Furthermore, the Company will be dependent upon the Investment Manager's successful implementation of the Company's investment policy and investment strategies, and ultimately on its ability to create a property investment portfolio capable of generating attractive returns. There can be no assurance that the Investment Manager will be successful in achieving the Company's investment objectives. 17
  24. 24. The ability of the Company to achieve its investment objectives is therefore significantly dependent upon the expertise of the Management Team. The departure for any reason of a member of the Management Team could have an adverse impact on the ability of the Investment Manager to achieve the investment objectives of the Company. Any member(s) of the Management Team could become unavailable due, for example, to death or incapacity, as well as due to resignation. In the event of such departure or unavailability of any member{s) of the Management Team, there can be no guarantee that the Investment Manager would be able to find and attract other individuals with similar levels of expertise and experience in the Irish commercial property market or similar relationships with commercial real estate lenders, property funds and other market participants in Ireland. The loss of any member of the Management Team could also result in lost business relationships and reputational damage and, in particular, if any member of the Management Team transfers to a competitor this could have a material adverse effect on the Company's competitive position within the Irish commercial real estate market. If alternative personnel are found, it may take time for the transition of those persons to the Investment Manager and the transition might be costly and ultimately might not be successful. The departure of any of the Management Team without timely and adequate replacement of such person{s) by the Investment Manager may have a material adverse effect on the Company's financial condition, business, prospects and results of operations. The Investment Manager is also responsible for carrying out the day to day management and administration of the Company's affairs and. therefore, any disruption to the services of the Investment Manager (whether due to termination of the Investment Manager Agreement or otherwise) could cause a significant disruption to the Company's operations until a suitable replacement is found. The Company is also dependent on the Investment Manager's ability to procure and maintain access to the asset management operation of Green Property (which includes approximately 40 full time property, financial and support staff as well as systems and other supporting functions) and to retain the services of the members of the Management Team (and any support staff to the extent it employs support staff directly). No contractual agreement has been put in place regarding access to the asset management operation of Green Property as of the date of this Prospectus and were Green Property unwilling or unable to continue to provide such access this would have a material adverse effect on the Company. As the Company and the Investment Manager will rely on the asset management operation of Green Property, the Company is also dependent on the ability of Green Property to attract and retain the services of suitable property, financial and support staff. Competition for skilled staff is intense. There may be regulatory changes that affect pay and bonus structures and that may have an adverse impact on Green Property's ability to recruit and retain staff and on the Investment Manager's ability to maintain access to the asset management operation of Green Property. In addition, the Company has no control over the personnel of or used by the Investment Manager. If any such personnel were to do anything or be alleged to do anything that may be the subject of public criticism or other negative publicity or may lead to investigation, litigation or sanction, this may have an adverse impact on the Company by association, even if the criticism or publicity is factually inaccurate or unfounded and notwithstanding that the Company may have no involvement with, or control over, the relevant act or alleged act. Any damage to the reputation of the personnel of the Investment Manager could result in potential counterpartics and other third parties such as occupiers, landlords, joint venture partners, lenders or developers being unwilling to deal with the Investment Manager and/or the Company. This may have a material adverse effect on the ability of the Company to successfully pursue its investment strategy and may have a material adverse effect on the Company's financial condition, business, prospects and results of operations. As the only assets of the Investment Manager will be any fees it receives under the Investment Manager Agreement, should the Company have any claims against the Investment Manager, the extent of its ability to recover damages will be limited. Although the Investment Manager will have insurance to cover such claims, claims may not be compensated under such insurance in full or at all. The Investment Manager Agreement has an initial term of five years and thereafter shall continue for consecutive three year periods, unless terminated by either party in accordance with the terms further described in paragraph I 1.1 of Part XV (Additional lnfonnation ). There can be no guarantee that the Directors will continue to consider that the operation of the Investment Manager Agreement is in the best interest of the Company (whether as a result of changing market conditions, availability of alternative providers or otherwise). However, under the terms of the Investment Manager Agreement the Company is restricted in its ability to terminate the Investment Manager Agreement prior to the expiration of its initial term. Prior to expiration, the Company may tcm1inatc the Investment Manager Agreement only in limited 18
  25. 25. circumstances, including, among other things, if the Investment Manager is in breach of a material term of the Investment Manager Agreement and such breach, if capable of remedy, has either not been remedied or is not materially in the course of being remedied within thirty days of the defaulting party being notified of such breach. See paragraph 11.1 of Part XV (Additional Information) for details on the Company's termination rights under the Investment Manager Agreement. There can be no assurance that the Investment Manager Agreement will be renewed at the end of the initial five year term or any subsequent three year term and furthermore in limited circumstances the Investment Manager may terminate the Investment Manager Agreement upon notice in writing to the Company. Upon expiry or termination (whether in accordance with its terms or otherwise) of the Investment Manager Agreement, there is no assurance that an agreement with a new investment manager can be entered into on similar terms or on a timely basis. Any entry into an agreement with less favourable terms or a replacement of the Investment Manager (whether on a timely basis or not) may have a material adverse effect on the Company's financial condition, business, prospects and results of operations. Tlze past perfonnance of tlze Management Team is not a gnarantee of the future performance of the Company The Investment Manager is wholly-owned and controlled by members of the Management Team and the Company is reliant on the Investment Manager to identify and manage prospective investments in order to create value for investors. This Prospectus includes certain information regarding the past performance of the Management 'learn in respect of other companies and ventures (including Green Property Investment Fund I pic and Green Property Ventures). The past performance of the Management Team is not indicative, or intended to be indicative, of the future performance or results of the Company for several reasons. The Investment Manager was incorporated on 24 June 2013 and, accordingly, does not have any historical financial statements or other meaningful operating, financial or other performance data. As a consequence, as at Admission, prospective investors in the Company have limited data to assist them in evaluating the prospective performance of the Investment Manager. The previous experience of the Management Team and companies and ventures advised and/or operated by members of the Management Team may not be directly comparable with the Company's proposed business. Differences between the circumstances of the Company and the circumstances under which the track record information in this Prospectus was generated include (but are not limited to) actual acquisitions and investments made, investment objectives, fee arrangements, structure (including for tax purposes), terms, leverage, performance targets, market conditions and investment horizons. All of these factors can affect returns and impact the usefulness of performance comparisons and, as a result, none of the historical information contained in this Prospectus is directly comparable to the Company's business or the returns which the Company may generate. T/ze value of any properties that the Company acquires and tlze rental income tlzose properties produce will be subject to flue/nations in the Irish property market The Company's performance will be subject to, among other things, the conditions of the commercial property market in Ireland, which will affect both the value of any properties that the Company acquires and the rental income those properties produce. The value of real estate in Ireland declined sharply starting in 2007 as a result of economic recession, the credit crisis and reduced confidence in global financial markets caused by the failure, or ncar-collapse, of a number of global financial institutions. From a June 2007 "peak" in Irish commercial property values to March 2013 there was a fall of approximately 66% according to !PO. Although there have been recent signs that Irish commercial property values have begun to recover, with yields in certain segments of the Irish commercial real estate market falling and consequently asset prices increasing in first quarter of 2013 (Source: !PO Commercial Property Index Ql 2013), there is no assurance that any recovery will continue or be sustainable. Irish property values could decline further and those declines could be substantial, particularly if the economy were to suffer a further recession. Further declines in the performance of the Irish economy or the Irish property market could have a negative impact on consumer spending, levels of employment, rental revenues and vacancy rates and, as a result, have a material adverse effect on the Company's financial condition, business, prospects and results of operations. In addition to the general economic climate, the Irish commercial property market and prevailing rental rates may also be affected by factors such as an excess supply of properties, a fall in the general demand for rental property, reductions in tenants' and potential tenants' space requirements, the availability of credit and changes in laws and governmental regulations (both domestic and international), including those 19

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