SCHRODER REAL ESTATE INV. TST. LD

Prospectus • Jul 23, 2014

This document comprises a supplementary prospectus relating to Schroder Real Estate Investment Trust Limited (the "Company") prepared in accordance with the prospectus rules of the Financial Conduct Authority made under section 73A of the Financial Services and Markets Act 2000 (the "Second Supplementary Prospectus"). This document has been approved by the Financial Conduct Authority in accordance with section 85 of the Financial Services and Markets Act 2000. A copy of this document has been filed with the FCA and has been made available to the public in accordance with Rule 3.2 of the Prospectus Rules. This document also includes particulars given in compliance with the listing rules of the Channel Islands Securities Exchange Authority Limited ("CISE") for the purposes of giving information with regard to the Company.

This document is supplemental to, and should be read in conjunction with, the prospectus published by the Company on 20 March 2014 relating to the issue of up to 200 million New Shares (the "Prospectus") and the supplementary prospectus published by the Company on 24 June 2014 (the "First Supplementary Prospectus"). Except as expressly stated herein, or unless the context otherwise requires, the definitions used or referred to in the Prospectus also apply in this document.

The Directors of the Company and the Company each accept responsibility for the information contained in this document and the Prospectus. Having taken all reasonable care to ensure that this is the case, the information contained in this document and the Prospectus is, to the best of the knowledge of the Directors and the Company, in accordance with the facts and contains no omission likely to affect its import.

Schroder Real Estate Investment Trust Limited

(a company incorporated and registered in Guernsey with registered number 41959)

Issues of up to 200 million New Shares

Second Supplementary Prospectus

Joint Sponsors and Brokers J.P. Morgan Cazenove and Numis Securities Limited

The Prospectus, the First Supplementary and this Second Supplementary Prospectus do not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, New Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular the New Shares offered by the Prospectus, the First Supplementary Prospectus and this Second Supplementary Prospectus have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or registered or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan. Neither this document nor any copy of it may be distributed directly or indirectly to any persons with addresses in Canada, Australia, the Republic of South Africa or Japan, or to any corporation, partnership or other entity created or organised under the laws thereof, or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement. The Company will not be registered as an investment company under the US Investment Company Act of 1940, as amended. Neither the Prospectus, the First Supplementary Prospectus, this Second Supplementary Prospectus nor the New Shares have been recommended, approved or disapproved by any US federal or state securities commission or regulatory authority. Furthermore, none of such authorities has opined on the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence.

This document may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey (i) by persons licensed to do so by the Commission under the POI Law or (ii) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000.

Each of Numis Securities Limited ("Numis"), which is authorised and regulated by the FCA, and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA, is acting exclusively for the Company and for no-one else in connection with the Issues and will not be responsible to any other person for providing the protections afforded to clients of Numis or J.P. Morgan Cazenove or for providing advice in connection with the Issues, the contents of this document or any matters referred to in this document. Neither Numis nor J.P. Morgan Cazenove is responsible for the contents of this document. This does not exclude or limit any responsibilities which either Numis or J.P. Morgan Cazenove may have under FSMA or the regulatory regime established thereunder.

Applications will be made to the FCA and to the CISE for admission of the New Shares to their respective Official Lists. Neither the potential admission of the New Shares to the Official List of the CISE nor the approval of the Listing Document pursuant to the Listing Rules of the CISE shall constitute a warranty or representation by the CISE as to the competence of the service providers to or any other party connected with the Company, the adequacy and accuracy of the information contained in this document or the suitability of the Company for investment or for any other purpose.

Events arising since publication of the Prospectus

This document is being published in relation to the Issues. This document is a regulatory requirement under the Prospectus Rules following the publication of the Company's consolidated annual report and accounts for the period ended 31 March 2014 and the publication of the Company's interim management statement as at 30 June 2014. This document has been approved for publication by the Financial Conduct Authority.

A. Significant new factors

Annual report and accounts for the period ended 31 March 2014

On 21 July 2014, the Company published its consolidated annual report and accounts covering the period to 31 March 2014 (the "2014 Annual Report"). By virtue of this document, the 2014 Annual Report is incorporated in, and forms part of, the Prospectus.

The Company's auditors, KPMG Channel Islands Limited, 20 New Street, St. Peter Port, Guernsey GY1 4AN, which are registered to carry on audit work by the Institute of Chartered Accountants in England and Wales, have made an unqualified report in respect of the 2014 Annual Report under section 262 of the Law.

Historical information incorporated by reference

The 2014 Annual Report is incorporated into this document and the Prospectus by reference in its entirety. The following list is intended to enable investors to identify easily specific items of information which are relevant to the Issues. The page numbers below refer to the relevant pages of the 2014 Annual Report.

Nature of information Consolidated annual report and accounts for the year ended 31 March 2014

Financial Summary	2
Company Summary	3
Chairman's Statement	5
Investment Manager's Report	8
Business Model and Strategy	17
Board of Directors	22
Report of the Directors	23
Remuneration Report	31
Corporate Governance	33
Report of the Audit Committee	38
Consolidated Statement of Comprehensive Income	41
Consolidated Statement of Financial Position	42
Consolidated Statement of Changes in Equity	43
Consolidated Cash Flow Statement	44
Notes to the Financial Statements	45
Independent Auditors' Report	64

Selected financial information

The key audited figures that summarise the financial condition of the Group in respect of the year ending on 31 March 2014 (and the corresponding figures for the years ending on 31 March 2013 and 31 March 2012) which have been extracted directly on a straightforward basis from the Company's audited annual report and accounts for each year referred to below are set out in the following table:

	Year ending on 31 March
Consolidated statement of financial position	2014	2013	2012
Non-current assets (£'000)	299,874	256,009	336,915
Current assets (£'000)	25,199	51,670	62,042
Total assets (£'000)	325,073	307,679	398,957
Non-current liabilities (£'000)	127,406	140,260	209,665
Current liabilities (£'000)	7,224	6,906	9,313
Total liabilities (£'000)	134,630	147,166	218,978
Equity (£'000)	190,443	160,513	179,979
Net assets per Ordinary Share (pence)	48.6	45.1	50.6

	Year ending on 31 March
Consolidated statement of comprehensive income	2014	2013	2012
Net rental and related income (£'000)	17,826	20,252	24,148
Profit on disposal of investment property (£'000)	-	3,066	2,706
Net valuation gain/(loss) on investment property (£'000)	15,691	(20,797)	(5,885)
Total expenses (£'000)	(3,806)	(3,560)	(6,586)
Net financing costs (£'000)	(9,211)	(10,111)	(14,425)
Profit/(loss) before taxation (£'000)	20,897	(10,774)	12,083
Taxation (£'000)	(19)	207	(1,050)
Total comprehensive income/(loss) for the year attributable to the	20,878	(6,938)	11,482
equity holders of the parent (£'000)
Basic and diluted earnings/(loss) per Ordinary Share (pence)	5.7	(3.0)	3.1

Interim management statement as at 30 June 2014 (the "IMS")

As at 18 March 2014 (being the latest practicable date prior to the publication of the Prospectus for ascertaining certain information contained therein) the Company's Net Asset Value was £190.6 million or 48.7 pence per Ordinary Share. The Company's audited Net Asset Value as at 31 March 2014 was £190.4 million or 48.6 pence per Ordinary Share. The Company's unaudited Net Asset Value as at 30 June 2014 (as set out in the IMS) was £238.9 million or 50.7 pence per Ordinary Share which reflects an increase of 4.3 per cent. per Ordinary Share compared with the NAV as at 31 March 2014.

B. Supplements to the Summary

As a result of the publication of the 2014 Annual Report and the IMS, the summary document which forms part of the Prospectus is hereby supplemented as follows:

B.7 Financial		The key audited figures that summarise the financial condition of the Group in
	statements	respect of the year ending on 31 March 2014 (and the corresponding figures
		for the years ending on 31 March 2013 and 31 March 2012) which have been

		extracted directly on a straightforward basis from the Company's audited annual report and accounts for each year referred to below are set out in the
		following table:
		Year ending on 31
				March
		Consolidated statement of financial position	2014	2013	2012
		Non-current assets (£'000)	299,874	256,009	336,915
		Current assets (£'000)	25,199	51,670	62,042
		Total assets (£'000)	325,073	307,679	398,957
		Non-current liabilities (£'000)	127,406	140,260	209,665
		Current liabilities (£'000)	7,224	6,906	9,313
		Total liabilities (£'000)	134,630	147,166	218,978
		Equity (£'000)	190,443	160,513	179,979
		Net assets per Ordinary Share (pence)	48.6	45.1	50.6
				Year ending on 31
		March
		Consolidated statement of comprehensive income	2014	2013	2012
		Net rental and related income (£'000)	17,826	20,252	24,148
		Profit on disposal of investment property (£'000)	-	3,066	2,706
		Net valuation gain/(loss) on investment property	15,691	(20,797)	(5,885)
		Total expenses (£'000)	(3,806)	(3,560)	(6,586)
		Net financing costs (£'000)	(9,211)	(10,111)	(14,425)
		Profit/(loss) before taxation (£'000)	20,897	(10,774)	12,083
		Taxation (£'000)	(19)	207	(1,050)
		Total comprehensive income/(loss) for the year	20,878	(6,938)	11,482
		attributable to the equity holders of the parent (£'000)
		Basic and diluted earnings/(loss) per Ordinary Share	5.7	(3.0)	3.1
		(pence)
B.46	Net Asset	The last published unaudited NAV per Ordinary Share as at the date of this
	Value	document was 50.7 pence per Ordinary Share as at 30 June 2014.

C. Additional information

Documents available for inspection

Copies of this document are available for inspection at http://www.morningstar.co.uk/uk/nsm and, until 19 March 2015, copies are available for collection, free of charge, during normal business hours on any weekday (public holidays excepted) at the registered office of the Company at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL. Copies of this document are also available on the Company's website at http://www.srei.co.uk.

General

To the extent that there is any inconsistency between any statement in this document and any other statement in the Prospectus, the statements in this document will prevail.

Save as disclosed in this document and the First Supplementary Prospectus, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.

21 July 2014