Hibernian REIT Prospectus

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

~o AN OIFIG UM CHLARO CUIDEACHTAf ~
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COMPANIES REGISTRATION OFFICE

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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

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Company Details

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Company Number

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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

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IROSS BURNS

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Date

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Forename(s)
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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

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

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

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

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.

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 __

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).

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

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

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

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

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

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

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;

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

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

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

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

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

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

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;
months; and
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

--

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

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

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

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

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

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

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

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

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

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


21

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

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):
months;
months; and
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

Hibernian REIT Prospectus

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