PICTON PROPERTY INCOME LD

Prospectus • Oct 29, 2014

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your independent financial adviser authorised under the Financial Services and Markets Act 2000 without delay.

This document comprises a supplementary prospectus relating to Picton Property Income Limited (the Company) prepared in accordance with the Prospectus Rules made under section 84 of the Financial Services and Markets Act 2000 (FSMA). This supplementary prospectus has been approved by the Financial Conduct Authority (the FCA) as a supplementary prospectus under section 87A of FSMA and has been filed with the FCA and made available to the public in accordance with section 3.2 of the Prospectus Rules. This document is supplemental to, and should be read in conjunction with the prospectus published by the Company on 1 May 2014 (the Prospectus) in connection with the issue of New Ordinary Shares pursuant to the Initial Placing, the Offer for Subscription and the Placing Programme (the Capital Raise) and the supplementary prospectuses published by the Company on, respectively, 14 July 2014 and 4 August 2014 (the Supplementary Prospectuses). Save as disclosed in this document there has been no significant change affecting any matter contained in the Prospectus and/ or the Supplementary Prospectuses and no significant new matter has arisen since publication of the last supplementary prospectus on 4 August 2014.

Words or expressions defined in the Prospectus have the same meaning when used in this document unless the context requires otherwise.

J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for the Company and no one else in relation to the Capital Raise and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove or for affording advice in relation to the Capital Raise or the contents of the Prospectus, this supplementary prospectus or any matters referred to therein or herein. J.P. Morgan Cazenove is not making any representation or warranty, express or implied, as to the contents of this document.

Oriel Securities Limited, which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for the Company and no one else in relation to the Capital Raise and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Oriel Securities Limited or for affording advice in relation to the Capital Raise or the contents of the Prospectus, this supplementary prospectus or any matters referred to therein or herein. Oriel Securities Limited is not making any representation or warranty, express or implied, as to the contents of this document.

PICTON PROPERTY INCOME LIMITED

(an authorised closed-ended investment scheme incorporated as a non-cellular company limited by shares under the laws of Guernsey with registered number 43673)

Supplementary Prospectus

This supplementary prospectus includes particulars given in compliance with the Listing Rules and Prospectus Rules of the Financial Conduct Authority for the purpose of giving information with regard to the Company. The information contained in this supplementary prospectus should be read in the context of, and together with, the information contained in the Prospectus and the Supplementary Prospectuses.

This supplementary prospectus does not contain or constitute an offer to sell or to issue any New Ordinary Shares or the solicitation of an offer to buy or subscribe for New Ordinary Shares.

The distribution of this supplementary prospectus in certain jurisdictions may be restricted by law. No action has been taken by the Company, J.P. Morgan Cazenove or Oriel Securities Limited that would permit an offer of the Shares or possession or distribution of this supplementary prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom. Persons into whose possession this supplementary prospectus comes should 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.

The attention of potential investors is drawn to the Risk Factors set out on pages 17 to 23 of the Prospectus.

29 October 2014

1 Purpose of supplementary prospectus

This document constitutes a supplementary prospectus required under Prospectus Rule 3.4.1 and is being published to note the publication of the Company's unaudited net asset value as at 30 September 2014 (the September 2014 NAV Statement) on 20 October 2014, which constitutes a significant new factor relating to financial information contained in the Prospectus.

2 Update of Part 2 (Information about the Group) of the Prospectus

The September 2014 NAV Statement, which has been incorporated in this document by reference, included summary information on the Group's existing portfolio as at 30 September 2014.

Current trading and outlook

The September 2014 NAV Statement, which has been incorporated in this document by reference, included a summary of the Group's current trading and outlook position as at 30 September 2014.

3 Update of Part 3 (Financial Information Relating to the Group) of the Prospectus

The September 2014 NAV Statement, which has been incorporated in this document by reference, included a summary of the Group's net asset value (unaudited) as at 30 September 2014.

No significant change in financial position

The sole significant change in the financial and trading position of the Company since 30 June 2014 has been the increase in the Company's net assets from £258.9 million (unaudited) as at 30 June 2014 to £273.7 million (unaudited) as at 30 September 2014, as set out in the Company's September 2014 NAV Statement. The increase in NAV over this period is principally due to the increase in the Company's underlying property values. There has been no significant change in the financial and trading position of the Company since 30 September 2014.

NAV Calculations

The Company's most recent published quarterly NAV was as at 30 September 2014 and was £273.7 million, reflecting approximately 62 pence per Ordinary Share.

4 Update of Part 7 (General Information) of the Prospectus

Miscellaneous

The sole significant change in the financial and trading position of the Company since 30 June 2014 has been the increase in the Company's net assets from £258.9 million (unaudited) as at 30 June 2014 to £273.7 million (unaudited) as at 30 September 2014, as set out in the Company's September 2014 NAV Statement. The increase in NAV over this period is principally due to the increase in the Company's underlying property values. There has been no significant change in the financial and trading position of the Company since 30 September 2014.

5 Responsibility

The Company and the Directors, being Nicholas Thompson, Trevor Ash, Vic Holmes, Roger Lewis and Robert Sinclair, accept responsibility for the information contained in this supplementary 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 document is in accordance with the facts and does not omit anything likely to affect the import of such information.

6 Miscellaneous

• 6.1 The registered office of the Company is PO Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL.
• 6.2 The financial information contained in this supplementary prospectus has been extracted without material adjustment from the September 2014 NAV Statement.
• 6.3 Any information contained in the September 2014 NAV Statement which is not, pursuant to paragraphs 1 to 4 above, incorporated by reference in and does not form part of this supplementary prospectus is either not relevant for investors or is covered elsewhere in this supplementary prospectus or the Prospectus (as updated by the Supplementary Prospectuses).
• 6.4 A copy of the September 2014 NAV Statement has been submitted to the National Storage Mechanism and, by virtue of this supplementary prospectus, such September 2014 NAV Statement is incorporated in, and forms part of, the Prospectus.
• 6.5 Copies of the September 2014 NAV Statement may be obtained, free of charge, during normal business hours at the offices of Norton Rose Fulbright LLP at 3 More London Riverside, London SE1 2AQ and is also available on the Company's website. Details of each are given below.

7 Documents Available for Inspection

Copies of the Prospectus dated 1 May 2014, the supplementary prospectus published by the Company on 14 July 2014, the supplementary prospectus published by the Company on 4 August 2014, this supplementary prospectus and the September 2014 NAV Statement may be inspected free of charge at the offices of Norton Rose Fulbright LLP at 3 More London Riverside, London SE1 2AQ and at the registered office of the Company at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL during normal business hours on any weekday (Saturdays and public holidays excepted) from the date of this document and while the Prospectus remains valid. These documents can also be found on the Company's website at the following address: www.pictonproperty.co.uk.