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

~o AN OIFIG UM CHLARO ...
1
Further information )
CROaddress

When you have completed and signed the form, please file with the CRO.
The Public Offi...
THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any
doubt about the contents of this Pro...
The Ordinary Shares are being offered hereby (i) in the United States to qualified institutional buyers (each a "Qffi") as...
supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open
m...
The Joint Bookrunners and any of their respective affiliates may arrange for the offer and sale of Ordinary Shares (i) in ...
responsibilities and liabilities, if any, which may be imposed by the Central Bank, the FCA or the FSMA, Goodbody, or
any ...
TABLE OF CONTENTS

PART 1: SUMMARY ...••.•............•.•..•••.•••••••.•.............................••.•.•...•••...•........
PART 1: SUMMARY
Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in Secti...
Section B - Issuer
B.3

B.4

Key factors relating
to the nature of the
issuer's current
operations and its
principal activ...
Section B - Issuer
B.S

Group description:

Not applicable. On Admission the Company will have no subsidiaries.

B.6

Majo...
Section B - Issuer
B.8

Selected key pro
forma financial
information:

Not applicable. This Prospectus does not contain pr...
Section B - Issuer
8.34

Investment policy:

Background
The Directors believe that a unique opportunity currently exists t...
Section B - Issuer
•

Mixed use buildings where the major user of the building fits into one of the above
categories but w...
Section B - Issuer
The Company intends to use the experience and skills of the Management Team to engage
in active asset m...
Section B - Issuer
of the business and must also maintain a ratio of Property Income plus Financing Costs to
Financing Cos...
Section B - Issuer
There is no guarantee that any appreciation in the value of the Company's investments will
occur and in...
Section B - Issuer
Performance Fee
The Perfonnance Fee has been designed to incentivise and reward the Investment Manager
...
Section 8 - Issuer

publishes the Reference Index on an annual basis in accordance with its published
methodologies and fo...
Section B - Issuer
whole number, at a price per Ordinary Shares equal to the Average Closing Price (unless
restricted by l...
--

Section B - Issuer
Registry Services
Pursuant to the Registrar Agreement dated 4 November 2013, the Registrar has been...
Section B - Issuer
Investment Manager is obliged to adopt and implement and will be obliged to (i) comply on
an on-going b...
Section C - Securities
The Ordinary Shares will be issued credited as fully paid and will rank pari passu in all
respects ...
Section C- Securities
for the purposes of the US Internal Revenue Code of 1986 (the "Code"); (viii) result in
Ordinary Sha...
Section C - Securities
admitted to trading on its main market for listed securities.

C.7

Dividend policy:

The Directors...
Section D-Risks
Ireland and globally, and conditions could deteriorate. Continuation or worsening of
current strained glob...
Section D-Risks

•

•

D.3

Key information on
the key risks that
are specific to the
securities:

The Directors do not be...
Section D-Risks
holdings of Ordinary Shares. It is possible that, in the future, other investors may also
have significant...
Section

~ffer

(c) the requirement under Rule 16.2.8 of chapter 16 of the Irish Listing Rules, that the
Company demonstra...
Section E-Offer

E.S

Name ofthe person
or entity offering to
sell the securities and
details of any lock-in
agreements:

...
Hibernian REIT Prospectus
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Hibernian REIT Prospectus

  1. 1. Registration of a prospectus approved by the Central Bank for issue by an Irish registered company ~o AN OIFIG UM CHLARO CUIDEACHTAf ~ ~ COMPANIES REGISTRATION OFFICE CI V/1 Investment Funds, Companies and Miscellaneous Provisions Act 2005 Section 38(1)(b) of S.l. No. 324 of 2005 Prospectus (Directive 2003/71/EC) Regulations 2005 Central Bank Reform Act 2010 I1111l Ill IIIII IIIII IIIII IIIII IIIII IIIII Ill Ill 5142508 CRO receipt date stamp Companies Acts 1963 to 2012 818 --------) Company Details Please complete using black typescript or BOLD CAPITALS, re./f~~ng ~'~cxptanato.:.•:s . - , -. I ' ~ ~ ~,C;"o Company Number "' ··~~~ '--"--~ Company Name Date Approved by the Central Bank Hibernia REIT Public Limited Company Day Month Year [Q[b] []]4] I 21 olt 131 I certify on behalf of the issuer that the attached prospectus has been approved by the Central Bank.~an~' Slgnatu<e J Surname Position held ~ IROSS BURNS ~ Date h /I>/).() 1 1 Forename(s) L--------------------~ Company Secretary, for and on behalf of Castlewood Corporate Services Limited Presenter details Name Address Castlewood Corporate Services Limited T/A Chartered Corporate Services, Taney Hall, Eglinton Terrace, Dundrum, Dublin 14, Ireland. OX number Telephone number Email 01-2169800 rburns@corporateservices.ie DX exchange Fax number 01-2169866 Reference number Hibernia 818
  2. 2. 1 Further information ) CROaddress When you have completed and signed the form, please file with the CRO. The Public Office is at 14 Parnell Square, Dublin 1. The OX address for the CRO is 145001. If submitting by post, please send with the prescribed fee to the Registrar of Companies at: Companies Registration Office, O'Brien Road, Carlow, County Carlow Payment If paying by cheque, postal order or bank draft, please make the fee payable to the Companies Registration Office. Cheques or bankdrafts must be drawn on a bank in the Republic of Ireland. A Form B18 that is not completed correctly or is not accompanied by the correct documents or fee is liable to be rejected and returned to the presenter by the CRO FURTHER INFORMATION ON COMPLETION OF FORM B18, INCLUDING THE PRESCRIBED FEE, IS AVAILABLE FROM www.cro.ie OR BY EMAIL info@cro.ie
  3. 3. THIS PROSPECTUS 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 are 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. 1 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 adviser 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 2003171/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 oflreland, 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 to be admitted to the Official Lists of the Irish Stock Exchange and trading on the regulated market for listed securities of the Irish Stock Exchange Limited (the "Irish Stock Exchange") or other regulated markets for the purposes of the Directive 2004/39/EC and/or which are to be offered to the public in any member state of the European Economic Area. The Company has requested that the Central Bank provide 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 p.l.c. (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 been 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.hibemiareit.com. Other materials on the Company's website are not incorporated into and do not form a part of this Prospectus. 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 48 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 . • hibernia ___ reit 12Ic Hibernia REIT p.l.c. (Incorporated and registered in Ireland under the Irish Companies Acts with registered number 53 I 267) Issue of 364,600,000 Ordinary Shares of €0.1 0 each at a price of €1.00 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 Credit Suisse Securities (Europe) Limited Goodbody Joint Bookrunner and Sole UK Sponsor Joint Bookrunner and Sole Irish Sponsor
  4. 4. The Ordinary Shares are being offered hereby (i) in the United States to qualified institutional buyers (each a "Qffi") as defined in Rule 144A ("Rule 144A") under the US Securities Act of 1933, as amended (the "US Securities Act") that are also qualified purchasers (each a "QP") as defined in section 2(a)(51) of the US Investment Company Act of 1940, as amended (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 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.; and (ii) outside of the United States to persons who are not US Persons (as defined in Regulation S under the US Securities Act ("Regulation S")) (each a "US Person") in offshore transactions in reliance on Regulation S. The Ordinary Shares have not been and will not be registered under the US Securities Act. Prospective purchasers are 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. Purchasers who are inside the United States or are US Persons will be requested to sign the US Investor's Letter contained at Annex A herein in which they, among other things, commit to resell the Ordinary Shares only in an offshore transaction complying with Regulation S or to the Company or a subsidiary thereof. 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 8 of Part XI (The Issue). 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) 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 unconditional dealings in the Ordinary Shares will commence on the Irish Stock Exchange and the London Stock Exchange at 8.00 a.m. on 11 December 2013. This 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 meet 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 meet Article 49 of the Order, and (ii) are "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 European Communities Markets in Financial Instruments Regulations 2007 (as amended); and (C) any other persons to whom it may otherwise 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 Norway, Sweden and the Netherlands, by persons who are not Qualified Investors and "professional investors" (as that term is used in AIFMD). Any investment or investment activity to which this document relates is available only to, (1) in the United Kingdom and Ireland, relevant persons and, (2) in Norway, Sweden and the Netherlands, Qualified Investors and "professional investors" (as that term is used in AIFMD); 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. In accordance with the AIFMD Regulations, the Investment Manager has sought clearance to market Ordinary Shares in the Company to professional investors in the United Kingdom, Norway, Sweden and the Netherlands in accordance with AIFMD and the AIFMD Regulations and has been duly notified by the Central Bank that the relevant marketing notifications have been made to the relevant competent authorities in those jurisdictions. Stabilisation In connection with the Issue, Credit Suisse Securities (Europe) Limited (as "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, over-allot Ordinary Shares up to a total of 20,000,000 Ordinary Shares (representing 5.49% of the total number of Ordinary Shares comprised in the Issue before any utilisation of the Over-allotment Option) or effect other transactions with a view to
  5. 5. supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the conditional dealings of the Ordinary Shares on the Stock Exchanges and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price ofthe Ordinary Shares above the Issue Price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Issue. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotment and/or from sales of Ordinary Shares effected by it during the stabilising period, the Company has granted to the Stabilising Manager an over-allotment option (the "Over-allotment Option") pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Ordinary Shares up to a total of20,000,000 Ordinary Shares (the "Overallotment Shares") at the Issue Price, representing up to 5.49% of the Ordinary Shares comprised in the Issue before any utilisation of the Over-allotment Option. The Over-allotment Option may be exercised in whole or in part upon notice by the Stabilising Manager at any time on or before the 30th calendar day after the commencement of conditional dealings of the Ordinary Shares on the Stock Exchanges. Any Over-allotment Shares made available pursuant to the Over-allotment Option will be sold on the same terms and conditions as Ordinary Shares being offered pursuant to the Issue and will rank pari passu in all respects with, and form a single class with, the other Ordinary Shares (including for all dividends and other distributions declared, made or paid on the Ordinary Shares). 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 or the Joint Bookrunners 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 are required by the Company and the Joint Bookrunners to inform themselves about and observe any 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. The Ordinary Shares have not been and will not be registered under the applicable securities laws 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 the Republic of South Africa or to, or for the account or benefit of, any resident of Australia, Canada, Japan, Switzerland or the Republic of South Africa. Further information on the restrictions to which the distribution of this Prospectus is subject is set out in paragraph 8 of Part XI (The Issue). Each subscriber for Ordinary Shares will be deemed to have made the relevant representations set out therein. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. The Ordinary Shares have not been, and will not be, registered under 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. 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.
  6. 6. 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 QIBs that are also QPs in reliance on Rule 144A or pursuant to another 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 result in the Company being an "Investment Company" under the US Investment Company Act; and (ii) outside of the United States to persons who are not US Persons in offshore transactions in reliance on Regulation S. None of the US Securities and Exchange Commission, any other US federal or state securities commission or any US regulatory authority has approved 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 otherwise 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 8 of Part XI (The Issue). Each purchaser of the Ordinary Shares will be deemed to have made the relevant representations described therein and in Part XVI (Terms and Conditions of the Placing). NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACT 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 SECURITY 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 FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION 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, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. Other Important Notices Credit Suisse, 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, Credit Suisse, 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, Credit Suisse 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. Credit Suisse accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have to any person, other than the Company, in respect of this Prospectus. Goodbody Stockbrokers is regulated in Ireland by the Central Bank. Goodbody Corporate Finance is regulated in Ireland by the Central Bank (Goodbody Stockbrokers and Goodbody Corporate Finance collectively "Goodbody"). Goodbody 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 l __
  7. 7. responsibilities and liabilities, if any, which may be imposed by the Central Bank, the FCA or the FSMA, Goodbody, 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, Goodbody does 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. Goodbody accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have to any person, other than the Company, in respect of this Prospectus. The Joint Bookrunners and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company and the Investment Manager, for which they would have received customary fees. The Joint Bookrunners and any of their respective affiliates may provide such services to the Company and the Investment Manager and any of their respective affiliates in the future. In connection with the Issue each of the Joint Bookrunners and any of their respective affiliates acting as an investor for its or their own account(s) may subscribe for or purchase Ordinary Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in the Ordinary Shares, any other securities of the Company or other related investments in connection with the Issue or otherwise. Accordingly, references in this document to the Ordinary Shares being issued, offered, subscribed for or otherwise dealt with should be read as including any issue or offer to, or subscription or dealing by, the Joint Bookrunners and any of their respective affiliates acting as an investor for its or their own account(s). The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In addition, in connection with the Issue the Joint Bookrunners may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements where Ordinary Shares are used as collateral, that could result in the Joint Bookrunners acquiring shareholdings in the Company. 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 adviser for advice. Certain terms used in this Prospectus, including certain technical and other items, are explained and defined in Part XVII (Definitions and Technical Terminology).
  8. 8. TABLE OF CONTENTS PART 1: SUMMARY ...••.•............•.•..•••.•••••••.•.............................••.•.•...•••...•.......••••..•.....•.•........•..............•.•.........•..2 PART II: RISK FACTORS ..................................................................................................................................24 PART Ill: EXPECTED TIMETABLE ...................................................................................................................46 PART IV: ISSUE STATISTICS ...........................................................................................................................47 PART V: DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE, INVESTMENT MANAGER AND ADVISERS ••..••.......•...•...•.•............•..•..............••.•••.•.•••••••.•.••••....•...............•.....•.•.........•.......................•.•............48 PART VI: IMPORTANT INFORMATION ............................................................................................................50 PART VII: INFORMATION ON THE COMPANY ........•.............••...•.•.••..•..•••.•.••.................•...........•....•.•...•......•.64 PART VIII: NOWLAN PROPERTY REIT MANAGEMENT LIMITED AND THE REIT INVESTMENT MANAGEMENT AGREEMENT ................••...•....................•.......•...•..............•...•••••.••••..•.•...........•......•...............68 PART IX: DIRECTORS AND CORPORATE GOVERNANCE •....•..••.•.•...•.•..........•.......•........................•..•..•...•.80 PART X: HISTORICAL FINANCIAL INFORMATION ..•...............•....•..•..•.•••...••..•.•....................•.........•......•.•..•.91 PART XI: THE ISSUE ..••..•..............••...........•.•.•..•.........•...........•...•....••.•....•.•.......•...........•...•.................•••.•..•...•.97 PART XII: IRISH REAL ESTATE INVESTMENT TRUST REGIME AND TAXATION INFORMATION .••...•.. 106 PART XIII: CERTAIN ERISA CONSIDERATIONS ..................•..•••.............•....•..•.•...•....•..........•........•.........•...120 PART XIV: ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE •...••...•.••.•.................•.......•...•.•.123 PART XV: ADDITIONAL INFORMATION •...•...•...........................•...•.••.•.......•....•.••..................•............•.•....••..125 PART XVI: TERMS AND CONDITIONS OF THE PLACING ...••..•.•..••..••.••...•.•..•••..........•.....•.•..••.......•.•..........158 PART XVII: DEFINITIONS AND TECHNICAL TERMINOLOGY .•...•..•.••.••..••...•..•..........•...................•.........•..163 ANNEX A: US INVESTOR'S LETTER ....•.•..•.••.••..•.....•..•..•....•.•.•........••..••..•.•..••....•...•.•..•....•............•...........•..178 APPENDIX TO ANNEX A ..••...........•............•.................................•....•..•.........•..•.••........•..•......•••....•..••••.•...•••.182 ANNEX B: JONES LANG LASALLE MATERIALS •..•.•••.•...•.•.........•.••.•.....•.........•...•..•..•.•..............•........•.•...184
  9. 9. PART 1: SUMMARY Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in Sections A-E (A.I-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, under 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 - Issuer B. I Legal and commercial name: The legal and commercial name of the issuer is Hibernia REIT p.l.c. B.2 Domicile and legal form: The Company is incorporated in Ireland with registered number 531267 and is a public limited company under the Irish Companies Acts and is domiciled and tax resident in Ireland. 2
  10. 10. Section B - Issuer B.3 B.4 Key factors relating to the nature of the issuer's current operations and its principal activities: A description of the most significant recent trends affecting the issuer and the industries in which it operates: The Company is a property investment company the principal activity of which will be to acquire and hold investments in Irish property (primarily commercial property) with a view to maximising shareholder returns. It will elect to become an Irish REIT upon Admission. The Board considers the timing of the Company's establishment to be opportune due to the material level of bank de leveraging that it anticipates shall occur within the next number of years based on market and financial institution commentary, following the substantial reduction in commercial property values in Ireland since 2007. Following this fall in property values the Directors believe that there will be a significant upward re-pricing of property assets in the Company's chosen market over the medium term, following which the Directors believe that the market will stabilise. In addition, the Board is confident that the Investment Manager's expertise in identifying, acquiring and actively managing suitable properties will distinguish the Company from its competitors and result in increased re-sale values of the Company's investment properties. The Company will concentrate on investing in commercial property, primarily including Dublin prime offices, with an allocation to good quality industrial and retail assets and prime Dublin residential properties. The latest data from Jones Lang LaSalle Irish Property Index for Q3 2013 supports the Management Team's belief in a gradual improvement in the performance of the Irish commercial property market, with total returns increasing by 3.5% quarter-on-quarter during that period, the eighth consecutive quarter of positive growth. Although commercial property values have continued to fall on an annual basis (down 0.9% year-on-year), capital values increased for the second consecutive quarter, with a 1.1% increase in Q3 2013. This increase was supported by growth across all sectors, with the greatest increase in offices, which increased by 1.7% in the quarter, followed by retail and industrial which increased by 0.6% and 0.5% respectively. (Source: Jones Lang LaSalle Materials). Rental values in the Irish commercial property market increased overall for the second consecutive quarter in Q3 2013 (by 0.8%). In terms of sectoral trends, office and industrial ERVs increased by 3.3% and 1.2% respectively, while retail ERVs decreased by 2.2%. Retail rents have stabilised for prime product only, with signs of rental growth still not readily apparent. Secondary retail rents remain under pressure (Source: Jones Lang LaSalle Materials). The uplift in activity levels in H2 2012 has continued through 2013 with total investment volumes of €1.06 billion across 79 transactions in the nine months to 31 October 2013. This compares to total investment volumes for the whole of 2012 of €557 million. Investment volumes in Q3 2013 totalled €452 million across 27 transactions, which is the highest quarterly total since Q3 2007. Dublin continues to dominate activity (accounting for 99% of investment volumes and 81% of deals) while the split across sector was balanced with mixed-use accounting for 33% of transactions, followed by office (22%), residential (22%) and retail (19%). (Source: Jones Lang LaSalle Materials). The Management Team believes that the prevailing conditions in the Irish commercial real estate market will provide significant opportunities for the Company in the short to medium term. The combination of the Company's stated investment focus, the growth in capital values anticipated by the Directors, the leverage policy that the Company intends to adopt (and which the Directors consider to be prudent), the scale of the potential investment opportunities anticipated by the Management Team and the strength of the Management Team's relationships with key market participants will leave the Board well placed, following completion of the Issue and Admission, to build a property company of strong yielding sustainable cashflows. 3
  11. 11. Section B - Issuer B.S Group description: Not applicable. On Admission the Company will have no subsidiaries. B.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 5 December 2013 (being the latest practicable date prior to the issue of this Prospectus), William Nowlan holds 399,994 Ordinary Shares representing over 99.99% of the issued share capital of the Company being €40,000 made up of 400,000 Ordinary Shares. He is also the beneficial holder of the remaining six Ordinary Shares in issue (where each of Kevin Nowlan, Frank O'Neill, Christina Brady, John McNally, Eoin McDermott and John Vaudin is the registered holder of one such Ordinary Share). Christina Brady is an employee and shareholder of WKN. John McNally is a director of WKN. Eoin McDermott and John Vaudin are directors and shareholders ofWKN. On Admission, CREF will hold 23,570,000 Ordinary Shares, representing 6.46% 1 of the issued share capital of the Company. On Admission, funds managed by Moore Capital will hold 25,000,000 Ordinary Shares, representing 6.85%2 of the issued share capital ofthe Company. On Admission, funds managed by Putnam Investments will hold 30,000,000 Ordinary Shares, representing 8.22%3 of the issued share capital of the Company. On Admission, Quantum will hold 30,000,000 Ordinary Shares, representing 8.22%4 of the issued share capital of the Company. On Admission, investment advisory clients of Wellington Management will hold 15,962,100 Ordinary Shares, representing 4.37%5 of the issued share capital of the Company. The above Shareholders do not have any different voting rights to other Shareholders. 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 1 2 3 4 5 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. Assuming no exercise of the Over-allotment Option. As per footnote 1. As per footnote 1. As per footnote 1. As per footnote 1. 4
  12. 12. Section B - Issuer B.8 Selected key pro forma financial information: Not applicable. This Prospectus does not contain pro forma financial information. 8.9 Profit forecast: 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 prepared 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. 5
  13. 13. Section B - Issuer 8.34 Investment policy: Background The Directors believe that a unique opportunity currently exists to build a high quality property portfolio by investing in the Irish commercial property market. Following the substantial fall in commercial property values in Ireland since 2007 (67% from Q3 2007 to Q2 2013) (Source: Jones Lang LaSalle Materials), the Directors believe that there will be a significant upward re-pricing of assets over the medium term. In addition, the Directors believe that a significant amount of Irish property assets will become available as a result of expected deleveraging by banks and other institutions. As and when this expected deleveraging and re-pricing has occurred, the Board believes the market will stabilise. By that time, the Directors expect to have built a high grade rental income stream and intend to continue to grow the business thereafter as an income focused, active asset management property company. Summary Investment Policy The Company aims to build a portfolio of attractively located, institutional quality, incomeproducing properties primarily in the Greater Dublin area. The Company intends to concentrate on the office sector, but will consider industrial, retail, warehousing and distribution, recreational, residential and other Irish property assets. The Company may consider investments outside the Greater Dublin area, but only where the opportunities meet the Company's investment policy. When considering property for acquisition or development by the Company, the Investment Manager will typically seek targets with some of the following characteristics: • Individual property assets in the value range of € I 0 million to €50 million (property assets outside of this range can be considered where approved by the Board); • Central Dublin office properties; • Office properties that the Management Team expects to be in demand by high quality tenants; • Prime and good quality secondary assets in prime city and regional locations; • Properties with significant rental and capital growth potential which can be realised through active asset management; • Retail properties in city centres and certain suburban areas; • Warehousing, industrial and distribution facilities located in close proximity to motorway infrastructure; • Prime Dublin single-family and/or multi-family residential units; • Recreational, leisure, hospitality or other type properties which the Management Team believes are well-let and have potential for long-term capital appreciation; • Multi-tenanted assets; • Sites or buildings with early potential for development;
  14. 14. Section B - Issuer • Mixed use buildings where the major user of the building fits into one of the above categories but where the buildings non-primary uses may not; • Such other specialist building or property that the Board considers will give attractive investor return. The Company intends to assemble a high quality, diversified portfolio of property assets including through the following methods: • by participating in public bidding processes for suitable property offered on the market; • by actively seeking to acquire assets off market, using the considerable network and long standing professional relationships which the Management Team has established with expected suppliers of suitable assets; • by seeking to enter into joint bidding arrangements with other investors for selected parts of portfolios which are the subject of sale processes, particularly those investors interested in acquiring large distressed loan books; • by seeking to enter into joint venture arrangements where the existing owner transfers a portion of its shareholding in a property investment to the Company with a view to benefitting from the Company's property management expertise; • by seeking to make commitments to acquire buildings which meet the Company's investment criteria but are still under development and the development and letting risk is taken by a third party; and • by constructing buildings or becoming involved in joint ventures or other arrangements whereby such construction may occur. In the implementation of the Investment Policy and so as to ensure flexibility in how the Company pursues acquisitions from time to time in a manner which enhances shareholder value, the Company may acquire assets (including securities) with cash and, in circumstances where the Board believes it to be in the interests of shareholders so to do, through the issue of new Ordinary Shares or through a mixture of cash and the issue of new Ordinary Shares. Under Irish law, shareholders' statutory pre-emption rights arise only on the allotment of shares for cash. However, any issuances of new Ordinary Shares for noncash assets would be subject to compliance with the Irish Companies Acts, the Prospectus Regulations, the Prospectus Rules, the Listing Rules, the requirements of the Irish REIT regime, and other applicable requirements. The Management Team expects that a supply of property is likely to become available offmarket as vendors are anticipated to perceive off-market transactions as offering greater privacy, greater certainty of execution, opportunities to build long term relationships and the potential to execute larger portfolio transactions. The Management Team expects to deploy a significant portion of the Net Proceeds within 18 to 24 months. 7
  15. 15. Section B - Issuer The Company intends to use the experience and skills of the Management Team to engage in active asset management. This would involve acquiring properties that may not initially fall into the category of institutional grade (for example, assets which feature short leases, vacancies or require refurbishment), but are in good locations and can be brought up to institutional standard by new investment and skilled asset management. The Management Team believes that this sector of the market will be less competitive than the market for institutional grade assets and therefore has the potential to generate enhanced long term returns compared to those achievable by investing in properties requiring a more passive asset management role. The Management Team will seek to generate significant returns, in terms of income and capital, for Shareholders with a target Total Shareholder Return range of I 0% to 15% when the Net Proceeds are fully invested. 6 Leverage The Company will use commercially prudent levels of leverage to enhance equity returns over the long term. Under the Irish REIT Regime, the Company is restricted in terms of borrowing to a REIT LTV ratio which does not exceed 50%. The Board currently intends that the Company's aggregate borrowings as a percentage of the market value of the Company's total assets will not exceed 40% at the time of any borrowing, and, in any event, the Company shall not, without prior shareholder approval, increase its borrowing above a level of 50% of the aggregate market value of its assets. However, within the REIT LTV ratio restrictions of the Irish REIT Regime, the Board may modify the Company's leverage policy from time to time taking into account then prevailing economic and market conditions, availability and cost of finance, the fair value of the Company's assets, acquisition and active management opportunities or other factors the Board deems appropriate. No modification of the Company's aggregate borrowings policy above a 50% level shall occur without prior shareholder approval. The Board will monitor the levels of borrowing carefully and manage maturity profiles to reduce refinancing risk. The Board may also use hedging to mitigate interest rate risk. Restrictions To comply with the Irish REIT Regime, the Company will be required to carry on a Property Rental Business, generating rental income, and at least 75% of its Aggregate Income must be derived from such a Property Rental Business. Furthermore, at least 75% of the aggregate market value of the Company must relate to assets of the Property Rental Business. It must acquire at least three properties, of which the market value of no one of which may be more than 40% of the total market value of the properties constituting the Property Rental Business. This latter condition has a grace period of three years from the date upon which the Company elects to become an Irish REIT to allow time to build up a portfolio of rental properties. Once fully invested however, the Company will have a greater diversification within its portfolio than the minimum required under the Irish REIT Regime with a minimum of five properties, with no one property asset representing more than 30% of the Company's total assets at the time of acquisition. The Company can have borrowings of up to 50% of the aggregate market value of the assets 6 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, as noted previously. prior to making any investment decision. prospective investors should carefully consider the risk factors described in Part II (Risk Factors) of the Prospectus. 8
  16. 16. Section B - Issuer of the business and must also maintain a ratio of Property Income plus Financing Costs to Financing Costs of not less than 1.25: 1. Cash Management Pending deployment of the Net Proceeds the Depositary, upon instruction from the Investment Manager, wiii manage the Company's cash not yet invested, in accordance with a Cash Management Policy approved by the Board. B.36 Regulatory status: The Company is incorporated and operates under the Irish Companies Acts. The Company is not currently subject to regulation by the Central Bank as a variable capital investment company pursuant to Part XIII of the 1990 Act, 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. Based on the provisions of AIFMD it is considered by the Directors that the Company may be an AIF within the scope of AIFMD. On this basis the Company has considered it prudent to proceed on the basis it is an AIF, which accordingly requires the appointment of an Alternative Investment Fund Manager ("AIFM") authorised or registered under the AIFMD Regulations and other matters such as, in the case of authorised AIFMs, the requirement for a depositary to be appointed to act as a depositary for the Company. The Investment Manager has been authorised as an AIFM under the AIFMD Regulations. However, while the Company is proceeding on the basis it is an AIF, the Directors do not believe that the Company is required itself under current law to be authorised by the Central Bank as a retail investor, or qualifying investor, AIF as it is not 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. As the Company accordingly is not a regulated AIF it is not subject to such regulatory requirements and restrictions under the Irish collective investment scheme legislation that apply to retail investor, or qualifying investor, AIFs. Such requirements would depending on whether the Company was authorised as a retail investor, or qualifying investor, AIF, include additional restrictions including in relation to the nature of investments, level of borrowing, the type of service providers it can utilise and additional disclosures required to be made to investors. The Company wiii elect to become an Irish REIT upon 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: It is anticipated that the profile of typical investors in the Company will be institutional and sophisticated investors to include specialised international property investors who may seek to diversify their portfolios by way of investment in the Irish commercial property market. In addition it is anticipated that investors will include private investors acting on the advice of their stockbroker or financial adviser. A prospective investor should be aware that the value of an investment in the Company is subject to normal market fluctuations and other risks inherent in investing in securities. There is no assurance that any appreciation in the value of the Ordinary Shares will occur or that the investment objectives of the Company will be achieved. The Ordinary Shares may not be suitable as investments. The value of investments and the income derived therefrom may fall as well as rise and investors may not recoup the original amount invested in the Company. 9
  17. 17. Section B - Issuer There is no guarantee that any appreciation in the value of the Company's investments will occur and investors may not get back the full value of their investment. Any investment objectives of the Company are targets only and should not be treated as assurances or guarantees of performance. 8.38 Investment of 20%. Not applicable. The Company will not invest 20% or more in a single underlying issuer or or more in a single investment company. underlying issuer or investment company: 8.39 Investment of 40%. Not applicable. The Company will not invest 40% or more in another collective investment or more in another undertaking. collective investment undertaking: 8.40 Applicant's service providers: - REIT Investment Management Agreement The REIT Investment Management Agreement entered into by the Company and Nowlan Property REIT Management Limited (the "Investment Manager") governs the provision of investment management and related services to the Company by the Investment Manager. The REIT Investment Management Agreement has an initial term of five years and thereafter will automatically continue for consecutive three year periods, unless terminated by the Company or the Investment Manager. The Investment Manager is 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 and to provide or procure the provision of various accounting, administrative, reporting, record keeping, AIFM and other services to the Company. The Investment Manager has discretionary authority to enter into transactions for and on behalf of the Company subject to certain reserved matters that require the consent of the Directors. Base Fee The Base Fee in respect of each Quarter will be calculated by reference to the sum of: (i) 0.25% of that portion ofEPRA NAY (excluding any uninvested Net Proceeds) at the end of that Quarter that is less than or equal to €450,000,000, (ii) 0.2% of that portion of EPRA NAY (excluding any uninvested Net Proceeds) at the end of that Quarter that is greater than €450,000,000 but less than or equal to €600,000,000, (iii) 0.15% ofthat portion ofEPRA NAY (excluding any uninvested Net Proceeds) at the end of that Quarter that is greater than €600,000,000, and (iv) 0.125% of any uninvested Net Proceeds at the end of that Quarter. The Base Fee will be paid to the Investment Manager quarterly in arrears, with the exception of the fee for the periods ending on 31 March 2014 and 30 June 2014, which shall be paid in advance to cover initial diligence and deal costs incurred by the Investment Manager. The base fees paid in advance will be calculated based on 0.125% of Net Proceeds raised per period and for the period ended 31 March 2014 will be increased prorata to reflect the period from Admission to 31 December 2013. Should any of the Net Proceeds be invested in the period to 31 March 2014 or 30 June 2014, any incremental fees due from the fee arrangements set out above in addition to those monies already advanced to the Investment Manager will be paid quarterly in arrears. 10
  18. 18. Section B - Issuer Performance Fee The Perfonnance Fee has been designed to incentivise and reward the Investment Manager for generating returns to Shareholders and to outperfonn the Reference Index annual return. The return to Shareholders in an Accounting Period is the sum of the change in the EPRA NA V per Ordinary Share and the total dividends per Ordinary Share that are declared in the Accounting Period (adjusted to exclude the effects of any issuance of Ordinary Shares during that Accounting Period). The Perfonnance Fee is calculated annually on a per Ordinary Share basis as to 50% by reference to the return to shareholders (via the calculation of REIT IMA Shareholder Return) and as to 50% by reference to outperfonnance of the Reference Index (via the calculation ofthe Relative Perfonnance Fee). REIT IMA Shareholder Return Performance Fee Following the end of each Accounting Period, the Investment Manager shall be entitled to be paid by the Company a fee equal to 50% of the lesser of: (I) (i) 15% of the excess of REIT IMA Shareholder Return over a I 0% annual return hurdle up to a 15% annual return hurdle Iili!li (ii) 20% of the excess ofREIT IMA Shareholder Return over a 15% annual return hurdle; and (2) 20% of the excess of the year-end EPRA NA V per Ordinary Share (which is adjusted to include total dividends declared in the Accounting Period and adjusted to exclude the effects of any issuance of Ordinary Shares during that Accounting Period) over the relevant high watennark per Ordinary Share, provided always that the numerical results of both (l} and (2} above are each greater than zero for the Accounting Period in question (the "REIT IMA Shareholder Return Perfonnance Fee"). The annual return hurdles reset annually to l 0% and 15% (as applicable) of the previous Accounting Period's closing EPRA NAV per Ordinary Share. The relevant high watennark in each Accounting Period is the highest EPRA NA V per Ordinary Share (adjusted to include total dividends declared during the most recent Accounting Period in which a Perfonnance Fee was payable (the "reference Accounting Period") and adjusted to exclude the effects of any issuance of Ordinary Shares during the reference Accounting Period) achieved in the reference Accounting Period or, if greater, the gross proceeds of the Issue plus further cash and non-cash issues of Ordinary Shares (excluding any issues ofPerfonnance Fee Shares) calculated on a per Ordinary Share basis, as at the end of the Accounting Period in respect of which the Perfonnance Fee is calculated. Relative Performance Fee In addition to the REIT IMA Shareholder Return Perfonnance Fee, the Investment Manager is entitled to a Relative Perfonnance Fee to incentivise and reward the Investment Manager for generating a total property return in excess of the Reference Index. The published methodology employed by IPD for calculating total property return excludes properties that are purchased, sold or in the course of development during the measurement period. IPD 11
  19. 19. Section 8 - Issuer publishes the Reference Index on an annual basis in accordance with its published methodologies and formulae. The total return of the Company's Property Portfolio in each Accounting Period as calculated by IPD will be expressed as both a monetary amount (the "Portfolio Return") and as a percentage return (the "Portfolio Percentage Return"). The difference between the total percentage return of the Reference Index and the Portfolio Percentage Return for an Accounting Period (the "Relative Performance Percentage"), if positive, will be used to determine the outperformance of the Portfolio Return. A monetary amount ("the Relative Outperformance Figure") will be calculated by multiplying the Portfolio Return by the percentage that the Relative Performance Percentage represents of the Portfolio Percentage Return. The following hurdle must also be overcome before a Relative Performance Fee becomes payable in respect of any Accounting Period (each a "Reference Period"): The Relative Performance Percentage relating to the First Accounting Period must be carried forward and aggregated with the Relative Performance Percentage in the immediately following Accounting Period. The resulting percentage figure must, in tum, be carried forward and aggregated with the Relative Performance Percentage in each successive Accounting Period preceding a Reference Period. A Relative Performance Fee will only be payable in respect of a Reference Period if and only to the extent that the Relative Performance Percentage in the Reference Period as reduced by the amount of any negative Relative Performance Percentage so carried forward itself results in a positive figure. Subject to overcoming this hurdle, the Relative Performance Fee is calculated at a rate of 50% of30% ofthe Relative Outperformance Figure in each Reference Period. The derived Performance Fee payable on a per Ordinary Share basis under REIT IMA Shareholder Return Performance Fee is then multiplied by the number of Ordinary Shares in issue at the year-end (but excluding, for that Accounting Period only, any Ordinary Shares issued during that Accounting Period), thereby increasing the multiplier for future years if any new Ordinary Shares are issued. EPRA-NAV will be a NAV calculated on the basis specified for calculations of "EPRA NAV" in guidelines issued by EPRA (August 2011 version only, unless otherwise agreed between the Company and the Investment Manager). In any calculation of such NA V as at a Valuation Point the value of the Property Portfolio taken into account in such calculation shall be the Open Market Value ofthe Properties at that Valuation Point and "NAV" as at the date of Admission shall be the amount of the Investment Equity (net of costs and expenses incurred by the Company in respect of the Admission and Placing). There is no maximum fee under the REIT Investment Management Agreement. The REIT Investment Management Agreement contains provisions to adjust the Performance Fee in certain circumstances. These circumstances are limited to amendments to take account of corporate actions which entail changes to the Company's share capital, such as consolidations, sub-divisions or bonus issues or other restmcturings or reorganisations affecting its share capital. There are no such adjustment provisions in respect of the Base Fee. The Performance Fee will be payable in Ordinary Shares, rounded down to the nearest 12
  20. 20. Section B - Issuer whole number, at a price per Ordinary Shares equal to the Average Closing Price (unless restricted by law or other regulation or if the Company otherwise determines that it is unable to issue or reissue Ordinary Shares in exchange for the Performance Fee, in which case it will be paid in cash) and will be subject to the following lock-in provisions (during which time there will be no disposal of the relevant portion of the Performance Fee Shares by the Investment Manager): -one third of the Performance Fee Shares (or cash) will be released from lock-in after 12 months; -one third of the Performance Fee Shares (or cash) will be released from lock-in after 24 months; and -one third of the Performance Fee Shares (or cash) will be released from lock-in after 36 months, unless a Lock-In Termination Event occurs, in which case they may be released earlier. The provisions permitting releases from the lock-in arrangements will be suspended if EPRA NA V falls below the gross proceeds of the Issue and any other subsequent equity issues excluding issues of Performance Fee Shares. Under the REIT Investment Management Agreement the Investment Manager is entitled to recover certain 'excluded costs' incurred by the Investment Manager that are paid to third parties. These excluded costs include advisory costs relating to valuations, rent review, disposals agency, legal fees, debt collection, specialist property management services of complex multi-united developments and administrative costs. The Directors and the Investment Manager currently intend that, at the expiry of the initial five year term of the REIT Investment Management Agreement and subject to the EPRA NAV of the Company then being not less than €650,000,000, the Company and the Investment Manager would seek that individuals comprising the management team of the Investment Manager would become an internal resource within the Company and in lieu of a continued engagement of the Investment Manager by the Company. The Directors and the Investment Manager would not anticipate such event resulting in any material increased costs for the Company, or involving the payment of any consideration or other amounts in connection with such engagement other than salaries and benefits and/or fees on market commercial terms and any regulatory costs and minimum capital requirements that may be required as a result of such direct engagement. However, there is no certainty that such an arrangement will occur. Placing and Sponsor Agreement The Company, the Investment Manager, the Directors, the Management Team 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, (i) if the Placing is less than or equal to €200 million, a commission equal to 2.25% of the value of the Placing or, (ii) ifthe Placing is greater than €200 million, a commission equal to 2.25% of the first €200 million of the Placing and 3.25% of the value of the excess of the Placing over and above €200 million. 13
  21. 21. -- Section B - Issuer Registry Services Pursuant to the Registrar Agreement dated 4 November 2013, the Registrar has been appointed to act as the Company's registrar. Under the Registrar Agreement the Registrar shall be entitled to fees based on the number of shareholder accounts subject to a minimum annual fee of €4,000 and to additional fees for processing transfers, allotments and dividends and attending at shareholder meetings. There is no maximum amount payable under the Registrar Agreement. The Registrar will also be entitled to recover reasonable disbursement costs. Depositary Agreement Pursuant to the Depositary Agreement, the Company has appointed Credit Suisse International, Dublin Branch, as the Depositary for the safe-keeping of the Company's assets and to provide such other services as required under the AIFMD. The Depositary is eligible to act as a depositary under the AIFMD Regulations and is obliged to comply with its obligations under the AIFMD and AIFMD Regulations. Upon instruction from the Investment Manager, the Depositary will also manage the Company's cash not yet invested, in accordance with the Cash Management Policy approved by the Board. For the services provided under the Depositary Agreement, the Depositary shall be entitled to the annual fees of 0.04% of Net Asset Value where assets are under €300 million and 0.03% of Net Asset Value where assets are over €300 million subject to a minimum fee of €4,500 per month as well as transaction and on boarding fees. Audit Services Deloitte will provide audit services to the Company. The Company's annual report and accounts will be prepared in accordance with IFRS as adopted by the EU. The fees charged by Deloitte will depend on the services provided and will be 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 the Deloitte engagement letter. Company Secretarial Services Chartered Corporate Services is the Company Secretary of the Company. The Company Secretary will be responsible for carrying out the function of Company Secretary to include the preparation of agendae and minutes for Board and committee meetings and other matters such as the filing of the Company's annual return and the maintenance of statutory registers. The fee payable to Chartered Corporate Services for their services will be €19,000 per annum in addition to reasonable out-of-pocket expenses. Any work which is carried out and which does not form part of the agreed service package will be invoiced as an additional charge, to be agreed in advance but which will usually be at normal hourly commercial rates. B.41 Regulatory status of The Investment Manager has obtained authorisation from the Central Bank as an authorised Investment Manager: AIFM under the AIFMD Regulations. As a consequence of being authorised as an AIFM under the AIFMD Regulations, the 14
  22. 22. Section B - Issuer Investment Manager is obliged to adopt and implement and will be obliged to (i) comply on an on-going basis with a programme of activity, the form of which has been agreed with the Central Bank, (ii) put in place a variety of policies and procedures dealing with matters such as risk management, liquidity management, conflicts of interest, supervision of delegates, complaints handling, internal audit, record keeping and remuneration among other matters and (iii) comply with on-going requirements regarding minimum levels of capital as well as reporting obligations to the Central Bank and to Shareholders. As a consequence of being an AIF which has an authorised AIFM, the Company is obliged to engage the Depositary to act as depositary for the Company. B.42 Calculation ofNet Asset Value: The NA V attributable to the Ordinary Shares will be published at the time of publication of the Company's interim and annual financial results through a Regulatory Information Service. The NAV will be based on the most recent valuations of the Company's property assets, as at 3 I March and 30 September in each year, and calculated in accordance with IFRS as adopted by the EU. Valuations of the Company's property 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 property valuation. The valuations will be undertaken by a suitably qualified independent valuation firm or firms. B.43 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. B.44 Key financial information: Not applicable; the Company is recently incorporated and 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. 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.l Type and class of security: 365,000,000 Ordinary Shares of nominal value €0.1 0 each. The ISIN number of the Ordinary Shares will be IEOOBGHQ1986. There will be no application for any other class of shares of the Company to be admitted to listing or trading on any exchange. C.2 Currency of the securities issue: The Ordinary Shares will be denominated in euro. C.3 The number of shares issued: On Admission, the Company will have in issue 365,000,000 fully paid Ordinary Shares with a nominal value of€0.10 each, all ofwhich will be issued fully paid. 15
  23. 23. Section C - Securities The Ordinary Shares will be issued credited as fully paid and will rank pari passu in all respects with each other and will rank equally for all dividends and other distributions thereafter declared, made or paid in respect of the Ordinary Shares. C.4 A description of the rights attached to the securities: c.s Pursuant to the Articles, the Directors may, on the allotment and issue of any shares, impose Restrictions on the free transferability of restrictions on the transfer or disposal of such shares comprised in a particular allotment as the securities: may be considered by the Directors to be in the best interests of the Shareholders as a whole. In addition, the Directors 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 200 I, but this shall not prevent dealings in the shares from taking place on an open and proper basis. The Directors 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 become 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 Securities Exchange Act of 1934 (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" 16
  24. 24. Section C- Securities for the purposes of the US Internal Revenue Code of 1986 (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, 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 that 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 advisers 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) the London Stock Exchange for all of the Ordinary Shares to be 17
  25. 25. Section C - Securities admitted to trading on its main market for listed securities. C.7 Dividend policy: The Directors intend to maintain a dividend policy which has due regard for the Irish REIT Regime and for sustainable levels of dividend payments. 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. Subject to the foregoing, the Directors intend to reinvest proceeds from disposals of assets in accordance with the Company's investment policy. 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 December 2014. 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 Company is dependent on the Investment Manager's ability to procure and maintain access to suitable skilled and experienced staff to support the Management Team and to retain the services of those support staff (to the extent it employs support staff directly). • The Company expects to face competition from other property investors for the purchase of suitable properties and in seeking creditworthy tenants for acquired properties. The existence and extent of competition in the commercial property market may also have a material adverse effect on the Company's ability to secure tenants for properties it acquires at satisfactory rental rates. • Pending deployment of the Net Proceeds to acquire property investments, the Company intends for cash held by it to be invested by the Depositary, upon instruction from the Investment Manager, in cash deposits, government securities and money market funds in accordance with the Cash Management Policy. 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 accordance with its investment policy and it may not find suitable properties in which to invest all of the Net Proceeds. • Uncertainty continues to surround the pace and scale of economic recovery, both in 18
  26. 26. Section D-Risks Ireland and globally, and conditions could deteriorate. Continuation or worsening of current strained global economic conditions and the volatility of international markets could affect the Company. The precise nature of all the risks and uncertainties the Company faces as a result of the Irish and global economic outlook is difficult to predict, in view of uncertainty regarding the scale and pace of economic recovery. Consequential adverse effects could be manifested by any, all or a combination of: lack of available credit, reducing property values, decreasing rental values, difficulties in selling properties at acceptable values or at all, tenant defaults and changes in planning, environmental, commercial lease and tax laws and practices. • 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 valuation of property and property-related assets is inherently subjective. To the extent that 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. • Property markets are generally illiquid, and the Company may dispose of or be required to dispose of, investments at a time which results in a lower than expected return (and possibly a loss) on such investments. • The target Total Shareholder Return range set out in this Prospectus is a target return only and is based on a number of assumptions including assumptions relating to forecasts of increases in property capital and rented values. There can be no assurance that the Company's investments will meet these targets or level of return. • The Investment Manager is a newly incorporated entity with no experience of operating as an AIFM. If the Investment Manager fails to comply with the legal requirements applicable to an authorised AIFM it may lose its authorisation. In that event, the Investment Manager may not be permitted to continue to manage the Company or market interests in the Company and a successor investment manager duly authorised as an AIFM would need to be appointed to perform these functions. The Company is reliant upon the investment expertise of the Investment Manager and there is no guarantee that a suitably qualified successor investment manager could be found or could be engaged on terms comparable to those applicable to the Investment Manager. Any transition to a successor investment manager could result in significant costs being incurred by the Company and material disruptions to the investment activities, operations and marketing of the Company and its relationships with its tenants. These factors may have a material adverse effect on the Company's financial condition, business, prospects and results of operations. • The Investment Manager has obtained authorisation from the Central Bank as an AIFM under the AIFMD Regulations. The AIFMD has only recently come into force. Changes to the AIFMD regime or new recommendations and guidance as to its implementation may impose new operating requirements and result in a change in the operating procedures of the Investment Manager and its relationship with the Company and service providers and may impose restrictions on the investment activities that the Investment Manager (and in tum the Company) may engage in, and may increase the on-going costs borne, directly or indirectly, by the Company by virtue of the contractual arrangements agreed between the Company and the Investment Manager and between the Company and the Depositary. 19
  27. 27. Section D-Risks • • D.3 Key information on the key risks that are specific to the securities: The Directors do not believe that the Company itself requires to be authorised by the Central Bank as a retail investor, or qualifying investor, AIF. If the Company itself is subsequently determined to be a retail investor, or qualifying investor, AIF the Company would 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, or qualifying investor, AIFs as the case may be, depending on whether the Company was a retail investor, or a qualifying investor, AIF. These requirements depending on whether the Company was a retail investor or a qualifying investor AIF 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 and return to shareholders. In addition, there is a risk that although the Company may be required to be authorised as a retail investor, or qualifying investor, AIF the Central Bank may refuse to so authorise the Company, in which case the Company could not continue its business and would have to be liquidated. 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 be able to maintain Irish REIT status (whether by reason of failure to satisfy the conditions for Irish REIT status or otherwise). If the Company does not obtain status as an Irish REIT or if it achieves such status and such is subsequently 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: • A liquid market for the Ordinary Shares may fail to develop . • 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. • There is a risk that the Company may generate Property Income but not have sufficient cash to make the level of distributions required under the Irish REIT Regime. If the Company does not have sufficient cash, it may be required to borrow to fund the distribution, which would increase its finance costs, could reduce its ability to borrow to finance property acquisitions and could have a material adverse effect on the Company's financial condition, business, prospects and results of operations. • Sales of Ordinary Shares by members of the Board, the Investment Manager or the Management Team (or any other entity controlled by any of them or in which any of them has an interest), 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. • Immediately following Admission, a number of Shareholders will have significant 20
  28. 28. Section D-Risks holdings of Ordinary Shares. It is possible that, in the future, other investors may also have significant holdings of Ordinary Shares potentially possessing significant voting power to influence matters requiring Shareholder approval. 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. • 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. Section E-Offer The estimated net proceeds receivable by the Company from the Issue (assuming there is no exercise of the Over-allotment Option and after the deduction of commissions and other estimated fees and expenses payable by the Company and incurred in connection with the 7 Issue of approximately €12,600,000 ) is €352,360,000. E. I The total net proceeds and an estimate of the total expenses ofthe issue: E.2a The estimated net proceeds are as set out in E.1 above. The Company's principal use of the Reasons for the Net Proceeds will be to fund future property investments as well as to fund the Company's issue, use of operating expenses consistent with the investment policy of the Company. proceeds and estimated net amount of the proceeds: E.3 A description of the terms and conditions ofthe issue: Not applicable; there is no public offer. Credit Suisse and Goodbody have conditionally placed 360,938,000 Ordinary Shares at the Issue Price with certain institutional and qualified professional investors, and in Ireland through Goodbody only, with certain other investors, being existing clients of Goodbody, and a further 462,000 Ordinary Shares have been conditionally placed at the Issue Price with certain persons directly, in each case in circumstances which do not give rise to a public offer in respect of which the Company would be obliged to publish a prospectus. These 361,400,000 Ordinary Shares in aggregate 8 represent 99.01% of the issued share capital of the Company on Admission. 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; (b) Admission occurring; and 7 8 Assuming no exercise of the Over-allotment Option. Assuming no exercise of the Over-allotment Option. 21
  29. 29. Section ~ffer (c) the requirement under Rule 16.2.8 of chapter 16 of the Irish Listing Rules, that the Company demonstrates that it will have a significant market capitalisation on admission (based on the issue price and shares, other than treasury shares, in issue on admission), being satisfied. 9 In addition, members of the Board and Founder Group have entered into the Board and Founder Group Subscription Agreement with the Company pursuant to which they have agreed, conditional upon Admission occurring and the Placing and Sponsor Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission, to subscribe for 3,200,000 Ordinary Shares for an aggregate amount of €3,560,000, which together with the 400,000 Ordinary Shares beneficially held by William Nowlan at the date hereof aggregate to an investment by the Board and Founder Group of €3,600,000 for 3,600,000 Ordinary Shares (representing approximately 0.99% of the issued share capital of the Company on Admission assuming there is no exercise of the Over-allotment Option). Furthermore, WKN Staff have been given the opportunity to acquire Ordinary Shares at the Issue Price. 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 issued share capital of at least €38,092.14. As at 5 December 2013 (being the latest practicable date prior to the issue of this Prospectus), William Nowlan holds 399,994 Ordinary Shares representing over 99.99% of the issued share capital of the Company. He is also the beneficial holder of the remaining six Ordinary Shares in issue (where each of the members of Kevin Nowlan, Frank O'Neill, Christina Brady, John McNally, Eoin McDermott and John Vaudin is the registered holder of one such Ordinary Share). In addition, members of the Board and Founder Group have entered into the Board and Founder Group Subscription Agreement with the Company pursuant to which they have agreed, conditional upon Admission occurring and the Placing and Sponsor Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission, to subscribe for 3,200,000 Ordinary Shares for an aggregate amount of €3,560,000, which together with the 400,000 Ordinary Shares beneficially held by William Nowlan at the date hereof aggregate to an investment by the Board and Founder Group of €3,600,000 for 3,600,000 Ordinary Shares (representing approximately 0.99% of the issued share capital of the Company on Admission assuming there is no exercise of the Over-allotment Option). Furthermore, WKN Staff have been given the opportunity to acquire Ordinary Shares at the Issue Price. In addition, the Cornerstone Investors have entered into the Cornerstone Subscription Agreements with the Company pursuant to which they have agreed, conditional upon Admission occurring and the Placing and Sponsor Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission, to subscribe for, in aggregate, 124,532,100 Ordinary Shares at the Issue Price (representing approximately 34.12% of the issued share capital of the Company on Admission assuming there is no exercise of the Over-allotment Option). 9 For the purposes of Rule 16.2.8 'significant' means at least €100 million unless the Irish Stock Exchange agrees otherwise. 22
  30. 30. Section E-Offer E.S Name ofthe person or entity offering to sell the securities and details of any lock-in agreements: Save for the Company, there are no entities or persons offering to sell Ordinary Shares. The Company and the Board and Founder Group have agreed that, subject to certain customary exceptions, none of the Board and Founder Group shall sell any Ordinary Shares prior to the first anniversary of Admission. Ordinary Shares may be issued to the Investment Manager in accordance with the terms of the REIT Investment Management Agreement in respect of the Investment Manager's Performance Fee. Such Ordinary Shares will be subject to the following lock-in provisions (during which time there will be no disposal of the relevant portion of the Performance Fee Shares by the Investment Manager): -one third of the Performance Fee Shares (or cash) will be released from lock-in after 12 months; -one third of the Performance Fee Shares (or cash) will be released from lock-in after 24 months; and -one third of the Performance Fee Shares (or cash) will be released from lock-in after 36 months, unless a Lock-In Termination Event occurs, in which case they may be released earlier. Any distributions or dividends attributable to Performance Fee Shares declared and paid during the lock-in period shall be paid to and for the benefit of the Investment Manager. E.6 Dilution: Prior to Admission, William Nowlan holds I 00% of the beneficial interest in the Company and immediately following Admission he will hold a total of 500,000 Ordinary Shares and 0.14% of the beneficial interest in the Company; the Issue will result in the beneficial interest of William Nowlan in the Company being diluted by 99.86%. 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. 23

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