Glenveagh Properties Plc — Capital/Financing Update 2017

Oct 10, 2017

Glenveagh Properties PLC

Prospectus October 2017

This document comprises a prospectus (the ''Prospectus'') relating to Glenveagh Properties PLC (the ''Company'') and has been prepared in accordance with Part 5 of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland, as amended (the ''Prospectus Regulations'') and the Commission Regulation (EC) No. 809/2004, as amended (the ''Prospectus Directive Regulation''). The Prospectus has been approved by and filed with the Central Bank of Ireland as competent authority under the European Parliament and Council Directive 2003/71/EC of 4 November 2003 (the ''Prospectus Directive''). The Company has requested that the Central Bank of Ireland provide the competent authority in the United Kingdom, the Financial Conduct Authority (''FCA''), and the European Securities and Markets Authority with a certificate of approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Directive. This document has been prepared in connection with Admission (as defined below) and the offer of Ordinary Shares to certain investors described in Part VIII ''The Offer'' of this Prospectus (the ''Offer'').

Applications have been made to the Irish Stock Exchange and the FCA for all of the issued and to be issued Ordinary Shares to be admitted to the primary listing segment of the Official List of the Irish Stock Exchange and the standard listing segment of the Official List of the FCA (by way of a Standard Listing under Chapter 14 of the Listing Rules of the UKLA) (the ''Official Lists'') and to the Irish Stock Exchange and London Stock Exchange for all of the Ordinary Shares to be admitted to trading on the Irish Stock Exchange's main market for listed securities and the London Stock Exchange's main market for listed securities (''Main Markets'') (together ''Admission''). Admission to trading on the Main Markets constitutes admission to trading on a regulated market. Conditional dealings in the Ordinary Shares are expected to commence on the Irish Stock Exchange and the London Stock Exchange at 8.00 a.m. (Dublin time) on 10 October 2017. It is expected that Admission will become effective, and that unconditional dealings will commence in the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange, at 8.00 a.m. (Dublin time) on 13 October 2017. All dealings in the Ordinary Shares prior to the commencement of unconditional dealings will be on a ''when issued'' basis and will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. No application has been, or is currently intended to be, made for the Ordinary Shares to be admitted to listing or dealt with on any other exchange.

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.Glenveagh.ie). Other materials on the Company's website are not incorporated into and do not form a part of this Prospectus.

The Company and its Directors (whose names appear on page 47) accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company and the Directors (each of whom has 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.

Prospective investors should read the entire Prospectus, in particular, the section headed ''Risk Factors'' for a discussion of certain risks and other factors that should be considered in connection with an investment in the Ordinary Shares. Prospective investors should be aware that an investment in the Company involves a degree of risk and that, if some or all of the risks described in the ''Risk Factors'' occur, investors may find their investment materially adversely affected. Accordingly, an investment in the Ordinary Shares is only suitable for investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment.

Glenveagh Properties PLC

(Incorporated and registered in Ireland under the Companies Act 2014 with registered number 609461)

Offer of 500,000,000 Ordinary Shares of e0.001 each at an Offer Price of

g1.00 per Ordinary Share and

Admission to the Official Lists of the Irish Stock Exchange and the FCA and to trading on the Irish Stock Exchange and the London Stock Exchange

Credit Suisse Securities (Europe) Limited	Davy
Joint Global Co-ordinator	Joint Global Co-ordinator and Sponsor

The Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ''Securities Act''), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, in the United States except in transactions exempt from, or not subject to, the registrations requirements of the Securities Act and in accordance with applicable securities laws of any state or other jurisdiction of the United States. Accordingly, the Ordinary Shares are only being offered and sold: (i) in the United States to persons reasonably believed to be qualified institutional buyers (''QIBs'') as defined in Rule 144A under the Securities Act (''Rule 144A'') pursuant to an exemption from the registration requirements of the Securities Act; and (ii) outside the United States in ''offshore transactions'' as defined in, and in reliance on, Regulation S under the Securities Act (''Regulation S''). Prospective investors in the United States are hereby notified that the sellers of the Ordinary Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

This Prospectus is only directed at, and being distributed: (A) 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 (B) to any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as ''relevant persons''). This Prospectus must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Prospectus relates is available only to relevant persons and will only be engaged in with such persons.

Stabilisation

In connection with the Offer, Credit Suisse Securities (Europe) Limited (as ''Stabilisation Manager''), or any of its agents or delegates, 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 50,000,000 Ordinary Shares (representing 10 per cent. of the total number of Ordinary Shares comprised in the Offer before any utilisation of the Over-allotment Option, as defined below) 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 Stabilisation Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-thecounter 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 Irish Stock Exchange and the London Stock Exchange and ending no later than 30 calendar days thereafter. There will be no obligation on the Stabilisation Manager or any of its agents or delegates to effect stabilisation transactions and there is no assurance that stabilisation 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 of the Ordinary Shares above the Offer Price. Except as required by law or regulation, neither the Stabilisation Manager nor any of its agents or delegates intend to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

For the purposes of allowing the Stabilisation Manager to cover short positions resulting from any such overallotment and/or from sales of Ordinary Shares effected by it during the stabilisation period, the Company has granted to the Stabilisation Manager an over-allotment option (the ''Over-allotment Option'') pursuant to which the Stabilisation Manager may subscribe for or procure subscribers for additional Ordinary Shares up to a total of 50,000,000 Ordinary Shares (the ''Over-allotment Shares'') at the Offer Price, representing 10 per cent. of the Ordinary Shares comprised in the Offer before any utilisation of the Over-allotment Option.

The Over-allotment Option may be exercised in whole or in part upon notice by the Stabilisation Manager at any time on or before the 30th calendar day after the commencement of conditional dealings of the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will be issued on the same terms and conditions as Ordinary Shares being offered pursuant to the Offer 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 Global Co-ordinators 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 Global Co-ordinators 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, Japan, South Africa, Canada or Switzerland. Accordingly, subject to certain exceptions (noted below), the Ordinary Shares may not be offered or sold in Australia, Japan, South Africa, Canada or Switzerland or to, or for the account or benefit of, any resident of Australia, Japan, South Africa, Canada or Switzerland. Further information on the restrictions to which the distribution of this Prospectus is subject is set out in section 10 of Part VIII ''The Offer''. Each subscriber for Ordinary Shares will be deemed to have made the relevant representations set out therein.

The Ordinary Shares are being offered in the United States only to persons reasonably believed to be QIBs through the respective U.S. registered broker-dealer affiliates of the Joint Global Co-Ordinators. Until the expiry of 40 days after the commencement of the Offer, an offer or sale of Ordinary Shares within the United States by a dealer (whether or not it is participating in the Offer) may violate the registration requirements of the Securities Act. Further information on the restrictions to which the distribution of this Prospectus is subject is set out in section 10 of Part VIII ''The Offer''.

The Ordinary Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (''SEC''), any state securities commission in the United States or any U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

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 Offer and Admission in the U.K. 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 Offer or Admission in the U.K. Apart from the responsibilities and liabilities, if any, which may be imposed by the Central Bank of Ireland, the FCA or the Financial Services and Markets Act 2000 (as amended) (''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. 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.

Davy is regulated in Ireland by the Central Bank of Ireland. Davy is acting exclusively for the Company and no one else in connection with the Offer 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 Offer or Admission. Apart from the responsibilities and liabilities, if any, which may be imposed by the Central Bank of Ireland, the FCA or FSMA, Davy, 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, Davy does not accept responsibility for, nor authorise the contents of, this Prospectus or its issue. Davy 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 Global Co-ordinators and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company for which they would have received customary fees. The Joint Global Co-ordinators and any of their respective affiliates may provide such services to the Company in the future.

In connection with the Offer each of the Joint Global Co-ordinators 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 Offer or otherwise. Accordingly, references in this Prospectus 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 Global Co-ordinators and any of their respective affiliates acting as an investor for its or their own account(s). The Joint Global Co-ordinators 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 Offer, the Joint Global Co-ordinators 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 Global Co-ordinators acquiring shareholdings in the Company. In particular, Credit Suisse and OCM (which is expected to be a significant shareholder following Admission) are in discussions with respect to the provision by Credit Suisse or its affiliates to OCM of a potential margin loan facility within six months from the date of Admission. Any such margin loan facility would be for the benefit of OCM, and not for the Group. It is expected that the financed amount under such margin loan facility, if entered into, would be up to £45 million. Such margin loan facility would be secured by all of the Ordinary Shares held by OCM following Admission. It is expected that Credit Suisse or its relevant affiliate would have the right under the margin loan facility to direct the sale or other enforcement of the collateral at any time after the occurrence of events of default typical in financing agreements such as non-payment, breach of covenants or obligations by OCM, insolvency or material adverse changes.

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 XI ''Definitions and glossary''.

This Prospectus is dated 10 October 2017.

TABLE OF CONTENTS

		PAGE
SUMMARY		5
RISK FACTORS		24
	EXPECTED TIMETABLE FOR THE OFFER AND ADMISSION	45
OFFER STATISTICS		46
	DIRECTORS, OFFICERS AND ADVISERS	47
	PRESENTATION OF INFORMATION	49
PART I	INDUSTRY OVERVIEW	58
PART II	INFORMATION ON THE GROUP	68
PART III	DIRECTORS, SENIOR MANAGEMENT TEAM AND CORPORATE GOVERNANCE	92
PART IV	OPERATING AND FINANCIAL REVIEW	100
PART V	HISTORICAL FINANCIAL INFORMATION	116
PART VI	CAPITALISATION AND INDEBTEDNESS	177
PART VII	UNAUDITED PRO-FORMA FINANCIAL INFORMATION	178
PART VIII	THE OFFER	182
PART IX	TAXATION	196
PART X	ADDITIONAL INFORMATION	206
PART XI	DEFINITIONS AND GLOSSARY	256
PART XII	VALUERS' REPORTS	268
PART XIII	FINANCIAL INFORMATION FOR TIO RLF	347

SUMMARY

Summaries are made up of disclosure requirements known as ''Elements''. These Elements are numbered in Sections A.1 to E.7.

This summary contains all of the Elements required to be included in a summary for this type of security and issuer. Some of the Elements are not required to be addressed and, as a result, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in this summary, it is possible that no relevant information can be given regarding that Element. In these instances, a short description of the Element is included, together with an appropriate 'not applicable' statement.

		A-Introduction and warnings
A.1	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.
		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 Member States, 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 this summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this 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 by financial intermediaries	Not applicable. The Company is not engaging any financial intermediaries for any resale of securities or final placement of securities.
		B-Issuer and any guarantor
B.1	Legal and commercial name of the issuer	Glenveagh Properties PLC
B.2	Domicile and legal form of the issuer, the legislation under which the issuer operates and its country of incorporation	The Company is domiciled in Ireland and is a public limited company incorporated in Ireland with its registered office in Ireland. The Company operates under the Companies Act 2014.

B.3	A description of, and key factors relating to, the nature of the issuer's current operations and its principal activities, stating the main categories of products sold and/or services performed and identification of the principal markets in which the issuer	The Group develops and builds starter, mid-size and executive and high end homes, with a principal focus on the Greater Dublin Area, either for itself or on behalf of third parties. From Admission, the Group will combine a land bank in Ireland with a GDV of e1,078 million as of 31 August 2017 with BDHL, an award winning developer with experience and expertise in the Irish property sector since 2003, and BCL, an asset advisor which has principally served TIO RLF (an Irish residential property fund managed by Oaktree) since 2014. The acquisition by the Group of BDHL and BCL, together with the acquisition by the Group of 27 sites owned by TIO RLF and other vendors (being the Conditionally Acquired Sites), and the acquisition of Braddington and Greystones Devco are conditional on Admission.
	competes	The Group seeks to scale its operational platform and become a leading housebuilder in Ireland able to execute complex development projects targeting multiple segments of the residential home market. Initially the Group intends to target up to half of its homes at first-time buyers given the chronic demand and supply imbalance in the Irish residential housing market, although that approach may evolve over time as customer requirements change and market circumstances dictate. In addition to developing its own land (via its Bridgedale line of business), the Group will consider augmenting its operations with joint venture and partnership arrangements to develop residential schemes on land owned by third parties (via its newly established Glenveagh Living line of business).
		Construction has commenced on four of the Conditionally Acquired Sites, being: (i) Marina Village, Greystones; (ii) Cois Glaisı´n, Navan, Co. Meath; (iii) Holsteiner Park, Clonee; and (iv) Herbert Hill, Dundrum. The Group also expects development on the Naul Road Phase 1, Balbriggan, Co. Dublin Conditionally Acquired Site to commence in Q4 2017.
		In addition to the Conditionally Acquired Sites, the Group has identified a number of potential sites (being the Potential Sites), which are a pipeline of attractive and actionable land acquisition opportunities (being opportunities which fit within the parameters of the Group's business plan and which the Group believes have a reasonable prospect of being pursued successfully) which the Group believes are either already or are expected to become available for sale over the next 12 months, and which the Group believes would have a total estimated cost (excluding transaction costs) of approximately e1,060 million. Of these sites:
		(i) the Group has entered into exclusivity arrangements in respect of one site in the West Dublin area, which has a total estimated cost (excluding transaction costs) of approximately e12 million, and two sites in the North Dublin area, which have an aggregate Red Book value of approximately e22 million (and the Group does not expect to pay more than this amount in total for these two sites (excluding transaction costs));
		(ii) the Group has approximately 32 sites under active consideration (two of which, at the Latest Practicable Date, are the subject of active negotiation between the Group and the vendors of such sites), with a total estimated cost (excluding transaction costs) of approximately e425 million;
		(iii) 25 sites are expected by the Group to come onto the market by the end of the fourth quarter of 2017, with a total estimated cost of approximately e181 million (excluding transaction costs); and
		(iv) 7 sites of significant interest among a number of sites are expected to come onto the market in 2018, which have a total estimated cost (excluding transaction costs) of approximately e420 million. The

		Group may decline to acquire any Potential Site, and it may be unable to acquire those it wishes to acquire on attractive terms or at all.
B.4a	Most significant recent trends affecting the issuer and the industries in which it operates	The Group's business is dependent on the overall condition of the Irish residential housing market, which is influenced by a number of factors, including demographic and macroeconomic trends in Ireland and, in turn, the wider global economy. This includes the rate of economic growth, the rate of population growth, the average age and life expectancy of the population, the rate of household formation, consumer confidence and the unemployment rate. Irish residential property prices peaked in 2007 and fell by 55 per cent. from peak to trough, stabilising in the first quarter of 2013 and registering their first annual increase since 2007 in June 2013 (Source: CSO, Residential Property Index, September 2017). Recent supply shortages and improving macroeconomic drivers have seen Irish residential property prices recover to 72 per cent. of peak levels as of June 2017 (Source: CSO, Residential Property Price Index, September 2017). As at June 2017, Dublin property prices were down 28 per cent. from the 2007 peak level (Source: CSO, Residential Property Price Index, September 2017).
		The availability of affordable mortgage financing affects whether or not potential customers of the Group can afford to buy a home at all, and if so, at what price. A significant number of buyers of homes developed by the Group historically financed their acquisitions with mortgage financing, and the Group expects that this will continue, with first-time buyers likely to require a mortgage to purchase their first home. Mortgage approvals and drawdowns declined significantly following the property crash. New mortgage lending peaked in 2006 at e39.9 billion, falling to a low of e2.5 billion in 2011, but has since recovered to e5.7 billion in 2016 and e3.0 billion in H1 2017 (Source: Banking and Payments Federation of Ireland; Mortgage Drawdowns, Q2 2017). Mortgage approvals have also increased in recent years with approval volumes increasing by 17.4 per cent. in 2016 (Source: Banking and Payments Federation of Ireland; Mortgage Approvals). There were 3,964 mortgage approvals, valued at e842 million (up by 24.5 per cent. on the prior year), in August 2017 (Source: Banking and Payments Federation Ireland, Mortgage Approvals, August 2017).
		The Group believes that the Greater Dublin Area has a favourable supply and demand dynamic for new-build residential property that presents a clear opportunity for a proven and scalable housebuilder with access to capital to achieve long-term growth. The Group believes that Ireland has experienced a ''lost decade'' of housing provision (the number of completions having fallen from a peak of over 90,000 in 2006 to less than 10,000 in 2013, and having only recovered to approximately 15,000 in 2016 (Source: National Statement of Housing Supply and Demand 2016 and Outlook for 2017-18), and that the Greater Dublin Area in particular is significantly undersupplied with housing. The strong macroeconomic environment in Ireland, with Ireland being the Euro area's fastest growing economy in 2016 (Source: European Commission, European Economic Forecast Winter 2017), as well as falling unemployment, increasing availability of mortgage financing for potential buyers, especially first time buyers, and favourable demographics (for example, a young population) have already contributed and continue to contribute to growth in housing demand. The regulatory background is also favourable to the housebuilding industry, with the Irish government explicitly promoting policies beneficial to the industry, such as a help-to-buy scheme and the Rebuilding Ireland Action Plan.

B.5	A description of the group and the issuer's position within the group	On Admission, subject to completion occurring under the Braddington Acquisition Agreement, the Greystones Devco Acquisition Agreement and the Share for Share Exchange Agreement, the Company will be the parent company of the Group and will have the following subsidiaries:
		Country of Name Incorporation	Percentage of direct or indirect ownership interest
		Glenveagh Properties (Holdings) Limited Ireland Glenveagh Living Limited Ireland Bridgedale Contracting Limited Ireland Bridgedale Homes Limited Ireland Greystones Devco Limited Ireland Braddington Developments Limited Ireland Feathermist Limited Ireland	100 per cent. 100 per cent. 100 per cent. 100 per cent. 100 per cent. 100 per cent. 100 per cent.
B.6	The name of any person who, directly or indirectly, has an interest in the issuer's capital or voting	As at the Latest Practicable Date the issued share Company was 200,001,000 shares, made up of 1,000 Ordinary Shares and 200,000,000 Founder Shares, and the shareholders were as follows:	capital of the Company's major
	rights, together with the amount of each of such	(A) John Mulcahy (Executive Chairman and a Ordinary Shares and 20,000,000 Founder Shares;	Founder) held 100
	person's interest	(B) Justin Bickle (CEO and a Founder) held 450 Ordinary Shares and 90,000,000 Founder Shares (the Founder Shares being beneficially owned by Durrow Ventures, a company registered in the Isle of Man whose sole shareholder is Justin Bickle); and
		(C) Stephen Garvey (COO and a Founder) held 450 Ordinary Shares and 90,000,000 Founder Shares.
		Founder Shares give the holders rights to convert their Founder Shares into Ordinary Shares (or have their Founder Shares redeemed for cash) if the Performance Condition is satisfied and in certain circumstances on a change of control.
		On Admission, the issued share capital of the 617,049,000 Ordinary Shares (assuming there is no exercise of the Over-allotment Option), 200,000,000 Founder Shares and zero Deferred Shares, and the Company's major shareholders will be as follows:	Company will be
		(A) John Mulcahy will hold 500,100 Ordinary Shares and 20,000,000 Founder Shares;
		(B) Justin Bickle will hold 350,450 Ordinary Shares (of which 450 will be held by Justin Bickle directly and 350,000 will be owned by Durrow Ventures) and 90,000,000 Founder Shares (which will be beneficially owned by Durrow Ventures);
		(C) Stephen Garvey will hold 4,427,450 Ordinary Shares (of which 4,427,000 Ordinary Shares will be Consideration Shares issued to him as consideration for the acquisition from him by the Company of the entire issued share capital of BDHL and BCL, subject to Admission) and 90,000,000 Founder Shares; and
		(D) OCM will hold 110,250,000 Ordinary Shares. The Ordinary Shares which will be held by OCM will be Consideration Shares issued as consideration for the acquisition by the Company from TIO RLF of 14 Conditionally Acquired Sites (subject to Admission).

		In addition, immediately following Admission, insofar as is known to the Company, the following persons will have interests in 3 per cent. or more of the issued Ordinary Shares:
		Name of shareholder	Number of Ordinary Shares	Percentage of Issued Ordinary Share Capital (assuming no exercise of the Over-allotment Option)	Percentage of Issued Ordinary Share Capital (assuming full exercise of the Over-allotment Option)
		OCM Government of Singapore	110,250,000	17.87%	16.53%
		Investment Corporation Private Limited	63,000,000	10.21%	9.44%
		Fidelity International Limited JP Morgan Asset	30,000,000	4.86%	4.50%
		Management (UK) Limited Wellington Management	30,000,000	4.86%	4.50%
		Company, LLP Pelham Capital	28,500,000	4.62%	4.27%
		Management LLP Lazard Asset	27,000,000	4.38%	4.05%
		Management LLC Lansdowne Partners	20,100,000 20,050,000	3.26% 3.25%	3.01% 3.01%
	Whether the issuer's major shareholders have different voting rights if any	None of the major Shareholders of the Company have voting rights in respect of the share capital of the Company which differ from any other Shareholders of the Company, save in respect of the Founder Shares held by John Mulcahy, Justin Bickle (beneficially owned by Durrow Ventures) and Stephen Garvey which have no voting rights (other than in relation to a resolution to wind up the Company or to authorise the Directors to issue further Founder Shares).
	Whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control	Save as disclosed above, the Company is not aware of any person who will, immediately following Admission, hold directly or indirectly, voting rights representing 3 per cent. or more of the issued ordinary share capital of the Company to which voting rights are attached or could directly or indirectly, Company.	jointly or severally,	exercise	Control over the
B.7	Selected historical key financial information	Statement of financial position of the Company
	regarding the issuer				As at 24 August 2017 g'000
		Current assets Cash and cash equivalents			200
		Total assets			200
		Capital and reserves Called up share capital			200
		Total equity			200

Income statement BDHL	and	statement of	comprehensive		income of
	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31December 2016 g'000	Year ended 31December 2015 g'000	Year ended 31December 2014 g'000
Revenue Cost of sales	12,641 (10,550)	2,905 (2,189)	10,743 (8,098)	2,687 (1,500)	2,047 (2,109)
Gross profit/(loss)	2,091	716	2,645	1,187	(62)
Administration expenses	(656)	(200)	(1,412)	(255)	(239)
Operating profit/(loss) Finance expense	1,435 (9)	516 —	1,233 (10)	932 —	(301) (1)
Profit/(loss) before taxation Taxation	1,426 (178)	516 (64)	1,223 (153)	932 (116)	(302) 39
Profit/(loss) after taxation	1,248	452	1,070	816	(263)
Total comprehensive income/(loss)	1,248	452	1,070	816	(263)
Statement of financial position of BDHL
		As at 30 June 2017 g'000	As at 31December 2016 g'000	As at 31December 2015 g'000	As at 31December 2014 g'000
Assets Non-current assets Property, plant and equipment Investment in joint venture		1,102 910	780 910	24 —	19 —
		2,012	1,690	24	19
Current assets Inventory Trade and other receivables Cash and cash equivalents		120 5,188 2,011	169 2,325 200	900 569 26	304 195 113
		7,319	2,694	1,495	612
Total assets		9,331	4,384	1,519	631
Liabilities Non-current liabilities Finance lease		537	407	—	—
		537	407	—	—
Current liabilities Trade and other payables		5,432	1,913	653	581
Finance lease		178	128	—	—
		5,610	2,041	653	581
Total liabilities		6,147	2,448	653	581
Share capital Retained profit		— 3,184	— 1,936	— 866	— 50
Total liabilities and equity		9,331	4,384	1,519	631

	Income statement and statement of comprehensive income of BCL
		6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31December 2016 g'000	Year ended 31December 2015 g'000	Year ended 31December 2014 g'000
	Revenue Cost of sales	899 (964)	639 (592)	1,354 (1,250)	1,554 (1,264)	313 (301)
	Gross (loss)/profit Administration expenses	(65) —	47 —	104 —	290 —	12 —
	Operating (loss)/profit	(65)	47	104	290	12
	(Loss)/profit before taxation Taxation	(65) 8	47 (6)	104 (13)	290 (36)	12 (2)
	(Loss)/profit after taxation	(57)	41	91	254	10
	Total comprehensive (loss)/income	(57)	41	91	254	10
	Statement of financial position of BCL
			As at 30 June 2017 g'000	As at 31December 2016 g'000	As at 31December 2015 g'000	As at 31December 2014 g'000
	Assets Non-current assets Property, plant and equipment		88	96	57	1
			88	96	57	1
	Current assets Trade and other receivables Cash and cash equivalents		552 117	555 172	584 148	220 37
			669	727	732	257
	Total assets		757	823	789	258
	Liabilities Current liabilities Trade and other payables Finance lease		417 34	418 42	517 —	240 —
			451	460	517	240
	Total liabilities		451	460	517	240
	Share capital Retained profit		— 306	— 363	— 272	— 18
	Total liabilities and equity		757	823	789	258
	Statement of comprehensive income of Greystones Devco
			6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Period from Incorporation to 31 December 2015 g'000
	Revenue		978	453	1,210	116
	Administration expenses Operating profit		(450) 528	(266) 187	(579) 631	(71) 45
	Finance expense		(484)	(162)	(566)	(45)
	Profit before taxation Taxation Profit after taxation		44 (6) 38	25 (3) 22	65 (8) 57	— — —
	Total comprehensive income		38	22	57	—

		Statement of financial position of Greystones Devco
			As at 30 June 2017 g'000	As at 31December 2016 g'000	As at 31December 2015 g'000
		Assets Non-current assets Property, plant and equipment	153	173	30
		Current assets Trade and other receivables Cash and cash equivalents	12,278 338	11,411 103	456 1,844
			12,616	11,514	2,300
		Total assets	12,769	11,687	2,330
		Liabilities Non-current liabilities Finance lease	37	44	—
			37	44	—
		Current liabilities Trade and other payables Shareholder's loan Finance lease	1,930 10,693 14	1,362 10,210 14	185 2,145 —
			12,637	11,586	2,330
		Total liabilities	12,674	11,630	2,330
		Equity Shareholders' equity Share capital Retained profit	— 95	— 57	— —
		Total equity	95	57	—
		Total equity and liabilities	12,769	11,687	2,330
		BDHL was appointed by TIO RLF to construct residential units on one site in 2015, two sites in 2016 and a further site in 2017. Greystones Devco began operations in October 2015. Save for entering into agreements to acquire the Conditionally Acquired Sites, BCL, BDHL, Braddington and Greystones Devco, and the Offer, there has been no significant change in the financial or trading position of the Company since 24 August 2017.
B.8	Selected key pro forma financial information	Set out below is the unaudited pro forma statement of net assets of the Company, which has been prepared for the purpose of illustrating the effect of the consummation of the Offer and the transactions expected to occur in connection with Admission, on the Company's net assets as if the foregoing had taken place on 24 August 2017. The unaudited pro forma statement of net assets of the Company has been prepared for illustrative purposes only and, due to its nature, does not represent the Company's financial position at such date or as of any other date. The unaudited pro forma statement of net assets has been compiled on the basis set out in the notes below to provide information about how the subject transactions might have presented on the basis of the Company that will be used to statements for the period accordance with the requirements of paragraph 20.2 of Annex I of the Prospectus Directive Regulation.	affected accounting prepare its ending 31	the financial policies adopted consolidated December 2017,	information by the financial and in

g'000	Glenveagh Properties PLC net assets as at 24 August 2017 (note 1)	Net proceeds from the Offer (note 2)	Acquisition of TIO RLF Conditionally Acquired Sites (note 3)	Acquisition of BDHL (note 4)	Acquisition of BCL (note 5)	Elimination of intercompany balances between BCL and BDHL (note 6)	Revaluation of Feathermist asset (note 7)	Acquisition of Braddington Develop ments Limited (note 8)	Acquisition of other Conditionally Acquired Sites (note 9)	Acquisition of Greystones Devco Limited (note 10)	Sisk Agreement (note 11)	Taxes and fees on the acquisition of Conditionally Acquired Sites (note 12)	Pro forma net assets as at 24 August 2017
Non-current assets Property, plant and equipment Investment in equity	—	—	—	1,102	88	—	—	—	—	153	—	—	1,343
accounted associate	—	—	—	910	—	—	937	(1,847)	—	—	—	—	—
	—	—	—	2,012	88	—	937	(1,847)	—	153	—	—	1,343
Current assets Inventories Trade and other	—	—	110,250	120	—	—	—	4,500	44,350	—	20,979	5,021	185,220
receivables Cash and cash	—	—	—	5,188	552	(34)	—	0	—	1,585	—	12,326	19,617
equivalents	200	477,644	—	2,011	117	—	—	(2,380)	(44,350)	338	(20,979)	(17,347)	395,254
	200	477,644	110,250	7,319	669	(34)	—	2,120	—	1,923	—	—	600,091
Total assets	200	477,644	110,250	9,331	757	(34)	937	273	—	2,076	—	—	601,434
Non-Current liabilities Finance lease	—	—	—	537	—	—	—	—	—	37	—	—	574
	—	—	—	537	—	—	—	—	—	37	—	—	574
Current liabilities Trade and other payables Finance lease	— —	— —	— —	5,432 178	417 34	(34) —	— —	273 —	— —	1,930 14	— —	— —	8,018 226
	—	—	—	5,610	451	(34)	—	273	—	1,944	—	—	8,244
Total liabilities	—	—	—	6,147	451	(34)	—	273	—	1,981	—	—	8,818
Net assets	200	477,644	110,250	3,184	306	—	937	0	—	95	—	—	592,616

Notes:

(1) The financial information as at 24 August 2017 has been extracted from the Glenveagh Properties PLC historical financial information as at 24 August 2017, as set out in Part V ''Historical Financial Information''.

(2) Reflects the receipt by the Group of gross proceeds from the Offer of e500 million (through the issue of new Ordinary Shares) (excluding the Overallotment Option), less underwriting commissions and certain other estimated fees and expenses of approximately e22 million.

(3) Reflects the Conditionally Acquired Sites being acquired from TIO RLF. The valuation is based upon the TIO RLF Acquisition Agreement as set out in section 2 of Part VIII ''The Offer'', and the consideration due of e110.25 million will be satisfied through the issue of shares in the Group of an equal value to OCM.

(4) The financial information for BDHL as at 30 June 2017 has been extracted from the BDHL historical financial information as at 30 June 2017, as set out in Part V ''Historical Financial Information''. Consideration due will be satisfied through the issue of Ordinary Shares equal to the value of BDHL's net assets to Stephen Garvey. The unaudited pro forma statement of net assets above does not reflect the payment (if any) of the Bridgedale True-up Amount to Stephen Garvey in connection with the acquisition of BDHL and BCL.

(5) The financial information for BCL as at 30 June 2017 has been extracted from the BCL historical financial information as at 30 June 2017, as set out in Part V ''Historical Financial Information''. Consideration due will be satisfied through the issue of Ordinary Shares equal to the value of BCL's net assets to Stephen Garvey. The unaudited pro forma statement of net assets above does not reflect the payment (if any) of the Bridgedale True-up Amount to Stephen Garvey in connection with the acquisition of BCL and BDHL.

(6) Reflects elimination of intercompany balances between BCL and BDHL at 30 June 2017.

(7) Feathermist Limited owns a residential development site at Ballyboughal. A Red Book valuation was carried out on the Ballyboughal site as at 31 August 2017. The value of BDHL's indirect 35.6 per cent. interest in the Ballyboughal site was increased by e937,000 as a result of this valuation.

(8) Braddington Developments Limited is the majority shareholder in Feathermist Limited (holding 64.4 per cent.), and is to be acquired by the Group on Admission as set out in Part II ''Information on the Group''. When this acquisition is concluded, the Ballyboughal site will be reclassified to inventory in the Company's consolidated accounts at a value of e4.5 million, derived from the 31 August 2017 red book valuation. Other assets and liabilities with a total carrying value of approximately negative e66,000 (based upon 30 June 2017 management accounts) will also be acquired as part of this transaction. Consideration for this acquisition of approximately e2.6 million will be settled in cash.

(9) Reflects the assets being acquired under the Kells Acquisition Agreements as set out in Part II ''Information on the Group''. The valuation is based upon the Kells Acquisition Agreements. The total consideration due of approximately e44.4 million will be settled in cash.

(10) The financial information for Greystones Devco Limited as at 30 June 2017 has been extracted from the Greystones Devco Limited historical financial information as at 30 June 2017, as set out in Part V ''Historical Financial Information''. There has been one material pro forma adjustment made to the Greystones Devco Limited historical financial information reflecting the offsetting of the shareholder loan balance of e10.7 million (owed to an affiliate of TIO RLF) against the receivable balance due from TIO RLF.

(11) Represents satisfaction by the Group of all of the remaining obligations of TIO RLF to the Sisk group in respect of the Sisk group's right to receive a percentage of the proceeds of sale of completed units under the Property Participation Agreement, through the payment of approximately e21 million to the Sisk group, as set out in Part VIII ''The Offer''.

(12) Reflects the cumulative impact of taxes and fees relating to the acquisition of Conditionally Acquired Sites owned by TIO RLF, the acquisition of the Conditionally Acquired Sites under the Kells Acquisition Agreements and the acquisition of Braddington under the Braddington Acquisition Agreement including estimated stamp duty of e3.0 million, estimated fees of e2.0 million (both capitalised as inventory) and a VAT receivable of e12.3 million.

B.9	Profit forecast or estimate	Not applicable. There are no profit forecasts or estimates contained in this Prospectus.
B.10	A description of the nature of any qualifications in the audit report on the historical financial information	Not applicable. There are no qualifications in the accountants' report on the historical financial information.
B.11	Qualified working capital	Not applicable. The Company is of the opinion that, taking into account the net proceeds from the Offer receivable by the Company, the working capital of the Group is sufficient for its present requirements, that is, for at least 12 months from the date of this Prospectus.
		C-Securities
C.1	A description of the type and class of securities being offered and/or admitted to trading	The Company intends to issue 500,000,000 Ordinary Shares in the Offer (assuming there is no exercise of the Over-allotment Option). These will represent approximately 81 per cent. of the expected issued Ordinary Shares immediately following Admission (assuming there is no exercise of the Over-allotment Option).
		The Company also intends to issue 4,427,000 Consideration Shares to Stephen Garvey, 110,250,000 Consideration Shares to OCM, 121,000 Ordinary Shares pursuant to the Bridgedale Individuals Offer and 2,250,000 Ordinary Shares to certain of the Directors pursuant to subscription arrangements which are indepedent of the Offer.
		When admitted to trading, the Ordinary Shares will have an ISIN of IE00BD6JX574, Irish SEDOL BD6JX57 and U.K. SEDOL BF0GTX8.
C.2	Currency of the securities issue	The Ordinary Shares are denominated in euro.
C.3	The number of the shares issued and fully paid and issued and not fully paid and the par value per share	The nominal value of the issued share capital of the Company, as it is expected to be immediately following Admission (assuming there is no exercise of the Over-allotment Option), will be e817,049.00, divided into 617,049,000 Ordinary Shares of e0.001 each and 200,000,000 Founder Shares of e0.001 each (all of which will be fully paid-up or credited as fully paid-up).
C.4	A description of the rights attached to the securities	The Ordinary Shares will be issued credited as fully paid and will rank pari passu in all respects with each other, including for voting purposes and in full for all dividends and distributions on Ordinary Shares declared, made or paid after their issue and for any distributions made on a winding up of the Company.
C.5	A description of any restrictions on the free	Save as set out below, the Ordinary Shares are freely transferable and there are no restrictions on transfer.
	transferability of the securities	The Company's Articles of Association provide that a person may not acquire shares in the Company, either as part of an initial allotment of shares or subsequently, if such person is a Non-Qualified Holder. The Board may refuse to register the transfer of shares in the Company to a Non-Qualified Holder and the Board is entitled to force a disposition by any Non-Qualified Holder which holds shares in the Company. A ''Non Qualified Holder'' for these purposes is any person whose direct, indirect or beneficial ownership of shares in the Company may, in the determination of the Directors, (i) cause the Company to be required to

		register as an ''investment company'' under the U.S. Investment Company Act (including because the holder of such shares in the Company is not a ''qualified purchaser'' as defined in the U.S. Investment Company Act) or to lose an exemption or status thereunder to which it might otherwise be entitled; (ii) cause the Company to have to register under the 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 Exchange Act; (iv) result in a person holding shares in the Company 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 in the Company being owned, directly or indirectly, by Benefit Plan Investors or Controlling Persons (each as defined in the Articles) other than, in the case of Benefit Plan Investors, shareholders that acquire the shares in the Company on or prior to Admission with the written consent of the Company, and, in the case of Controlling Persons, shareholders that acquire the shares in the Company with the written consent of the Company; (vi) cause the assets of the Company to be considered ''plan assets'' under the Plan Asset Regulations (as defined in the Articles); (vii) cause the Company to be a ''controlled foreign corporation'' for the purposes of the U.S. Tax Code; (viii) result in shares in the Company being owned by a person whose giving, or deemed giving, of the representations as to ERISA and the U.S. Tax Code set forth in Article 5(c) of 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.
C.6	An indication as to whether the securities offered are or will be the object of an application for admission to trading on a regulated market and the identity of all the regulated markets where the securities are or are to be traded	Application has been made to (i) the Irish Stock Exchange for the Ordinary Shares to be admitted to the primary listing segment of the Official List of the Irish Stock Exchange and the UK Listing Authority for the Ordinary Shares to be admitted to the standard listing segment of the Official List of the UK Listing Authority; and (ii) the Irish Stock Exchange and the London Stock Exchange for the Ordinary Shares to be admitted to trading on their respective main markets for listed securities.
C.7	A description of dividend policy	The Company is primarily seeking to achieve capital growth for its Shareholders. Accordingly, the Company does not anticipate paying a dividend in the foreseeable future. However, in the long-term, as the Company matures, it intends to follow a progressive dividend policy and pay dividends to Shareholders, as and when the Directors consider appropriate.
		D-Risks
D.1	Key information on the key risks that are specific to the issuer or its	Before investing in the Ordinary Shares, prospective investors should consider the risks associated with the Ordinary Shares. The risks that are associated with the Group include the following:

* The Group may be unable to execute its growth strategy successfully. The success of the Group's growth strategy is dependent on its ability to identify and complete acquisitions of land and to build houses or apartments on the land it acquires. If the Group fails to expand its development capability and capacity, it may be unable to execute its growth strategy on time and/or within the planned expenditure level.

industry

	*	The state of the Irish housing market may deteriorate and, as a result, the Group may not be able to realise its potential. The Group could experience lower sales volumes than anticipated and/or decreases in sales prices of its homes.
	*	The Irish government may remove or change the extent of its support of the housebuilding sector and first-time buyers. Should the Irish government change its approach to supporting the housebuilding sector generally and/or supporting first-time buyers in obtaining mortgages in particular, there may be a material adverse impact on the Group's business, financial condition, results of operations and prospects.
	*	Constraints on the availability and pricing of mortgage financing may have an adverse impact on sales of the Group's homes. Affordable mortgage financing remains a crucial funding source for buyers in the residential property market in Ireland. Constraints on mortgage lending could cause house prices to decline, reduce the number of people buying homes or place a cap on the number of people who are able to buy a home.
	*	Inability to acquire appropriate zoning designation or planning permission on acceptable terms and on a timely basis may materially adversely affect the Group's business because zoning for residential designation and planning permission are critical to the Group's ability to realise value on its developments. Consequently, any failure to obtain final planning permission on acceptable terms, or the overturning of a previously granted permission or the failure to obtain zoning for residential development, could have a material adverse impact on the Group.
	*	Estimates of the value of property are inherently subjective, which means that estimates of the value of the Group's land bank may be inaccurate. The Group may decide that it is uneconomical to develop or continue to develop a site and may choose (or be forced) to sell the site (or part of it) to a third-party purchaser.
	*	The Group may be unable to achieve its ROCE, IRR and gross margin targets and its estimated GDV for a site. The assumptions used to set the targets may prove to be inaccurate and unexpected developments or conditions may prevent the target metrics from being achieved.
	*	The Group is dependent particularly on the Founders and is also dependent on other members of the Board and Senior Management Team and on the expertise of key personnel, and it may be unable to attract and retain a highly-skilled and experienced workforce. Should any of the foregoing individuals leave the Group, it may not be able to attract or retain suitable replacements. Such departures, in particular of any of the Founders, and the inability to attract suitable replacements, could result in the Group being unable to function or operate in line with its targets and, therefore, have an adverse impact on the Group's business, financial condition, results of operations and prospects.
	*	The past performance of the Founders and the Senior Management Team in other companies and ventures is not a guarantee of the future performance of the Group and the historical performance of the constituent components of the Group may not be a meaningful indicator of the Group's future results.
	*	The Company is recently formed and has no trading history of its own. The historical financial information included, and discussed, in this Prospectus is not representative of the Group's future results.

	*	The Group's business depends on the continued availability of contractors, third-party consultants, tradespeople and labourers and unavailability of the foregoing could adversely affect the Group's ability to deliver homes on schedule and on budget. As a result, the lack of availability of contractors, consultants, tradespeople or labourers could disrupt the Group's ability to deliver homes on schedule or at budgeted cost.
	*	Shortages or increased costs of materials and labour could increase costs, and delay completion, of homes. If the Group is unable to control its costs or pass on any increase in costs to purchasers of the Group's homes, source the requisite labour, and/ or renegotiate improved terms with suppliers and contractors, the Group's margins may reduce.
	*	The Group's brand and customer satisfaction are crucial to the Group's performance and any negative incidents or quality deficiencies or perceptions thereof could adversely impact the Group's sales. Any negative publicity may also have a material adverse impact on the Group's brand reputation.
	*	The Group is subject to competition, and may in the future be subject to increased competition, from other housebuilders who compete or may in the future compete with the Group for the purchase of land for residential development and on the subsequent sale of residential units.
	*	The Group may be materially adversely impacted by the inability to enter into joint ventures or similar partnership arrangements, by the failure of its joint venture participants to fulfil their obligations, by lack of sole decision-making authority and by disputes between the Group and its joint venture partners in existing or future joint ventures or partnerships.
	*	The housebuilding industry is capital intensive and requires significant up-front expenditures to secure land and pursue development and construction on such land. The credit and capital markets have experienced significant volatility in the past and, if the Group is required to seek additional financing, volatility in these markets may restrict its flexibility to access such funding. To the extent the Group incurs indebtedness, it may be exposed to interest rate risk and/or adverse consequences arising from payment default.
	*	The Group will acquire some of the Conditionally Acquired Sites as well as BDHL and BCL from related parties. Although independent valuations for the Conditionally Acquired Sites have been obtained, the price paid or payable by the Group for the sites acquired from the related party may not necessarily represent the price at which a third party would acquire or sell the sites and, in either case, there may be terms in the relevant agreements that are less favourable to the Group than might otherwise have been the case.
	*	Completion of some or all of the Kells Acquisition Agreements may be delayed or may not occur at all.
	*	An inability of the Group to acquire suitable development land or development opportunities could have an adverse impact on the Group.
	*	Development land and homes can be illiquid assets and can therefore be difficult to sell. As a result, any sale of land and/or homes which is required to take place within a certain time period may need to be made at a price lower than would usually be accepted and the Group may also be required to record impairment

	charges on, or recognise losses in the fair value of, its land and homes. Illiquidity may also affect the Group's ability to value, dispose of or liquidate some or all of, its units or land bank at a satisfactory time and price which could have a material adverse impact on the Group.
*	The Group must comply with environmental laws, regulations and standards and the Group may be liable for the costs of investigation, removal or remediation of hazardous or toxic substances located on, under or in a property currently or formerly owned, leased or occupied by the Group, whether or not it caused or knew of the contamination.
*	Delays in the deployment of the net proceeds of the Offer to acquire further development land, including the Potential Sites (which may, for example, arise because the land for sale does not meet the Group's requirements, including price parameters) may have a material adverse impact on the Company's financial return profile.
*	Any costs associated with potential investments that do not proceed to completion may affect the Group's performance. The Group may not be successful in its negotiations to acquire any given site, and if any site is acquired and requisite zoning and planning permission are achieved, the Group may not be able to recover its costs through the sales of homes on the site.
*	Acquisition of loan assets may not result in the acquisition of the underlying development land, affecting the Group's ability to acquire and develop such land. Were the Group to lose all or part of any investment in a loan asset secured on development land, it may experience additional losses (such as legal and professional costs) or delays (and financing costs as a result of such delays) in connection with such loan asset purchase.
*	The Group's due diligence may not identify all risks and liabilities in respect of a land or loan asset acquisition. Development land that the Group acquires, such as the Conditionally Acquired Sites and the Potential Sites as well as other sites in the future, may be subject to material defects not apparent at the time of acquisition, including latent environmental liabilities. In certain circumstances, the Group may be able to undertake only a limited scope due diligence exercise on proposed land and loan asset acquisitions.
*	The Group may be exposed to liabilities in relation to construction defects.
*	The Group and the housebuilding industry are subject to complex and extensive laws and regulations that are subject to change. Any changes or variations in the interpretation or application of the regulations, laws or policies under which the Group operates (in particular in relation to building regulations, planning requirements and environmental and sustainability requirements) may adversely affect the Group's ability to develop a site as intended and could require the Group to incur increased capital expenditure or running costs to ensure compliance with the new applicable laws or regulation.
*	Infrastructure and service connections needed to permit the construction of and occupancy in the Group's developments may not be provided on time or at all.
*	Significant unanticipated costs might arise in relation to the Group's business.
*	The Group may suffer uninsured losses or suffer material losses in excess of insurance proceeds. Moreover, as the Group expands its

			business, the Group may not be able to obtain desired levels of insurance cover on acceptable terms or at all.
		*	The Group could be exposed to claims by buyers or other third parties following the sale of its homes, or in connection with the development process, including, but not limited to, breach of contract, contractual disputes, and defective title or property mis description claims, any of which could also cause reputational damage to the Group, especially in widespread or otherwise significant instances.
			The construction of new developments involves health and safety risks. Any failure in health and safety performance or compliance, including any delay in responding to changes in health and safety regulations, may result in financial and/or other penalties and a major or significant health and safety incident may be costly in terms of potential monetary liabilities.
		*	Severe weather conditions or natural or man-made disasters could delay and/or damage the construction of homes or increase costs for new homes in affected areas.
		*	Information technology failures or data security breaches could harm the Group's business.
		*	The Group could be materially adversely affected by the UK's withdrawal from the EU.
		*	Future changes in tax legislation (including, but not limited to, the imposition of new taxes or increases in tax rates, or any change in the tax treatment of assets or liabilities held by the Group) may adversely affect the Group.
D.3 Key information on the key risks that are specific to the securities		*	The price of the Ordinary Shares may fluctuate significantly and investors could lose all or part of their investment.
		*	The Ordinary Shares have not previously been publicly traded, and an active and liquid market for the Company's shares might not develop. If an active trading market is not developed or maintained, the liquidity and trading price of the Ordinary Shares may be adversely affected.
		*	It is possible that the Company will be treated as a passive foreign investment company, or ''PFIC'' for U.S. federal income tax purposes for its taxable year that includes the date of Admission and for subsequent taxable years. Such classification could result in adverse U.S. federal income tax consequences to U.S. investors.
		*	Substantial future issuances of Ordinary Shares and the conversion of Founder Shares into Ordinary Shares could impact the market price of the Ordinary Shares and be dilutive to existing holders of Ordinary Shares.
		*	The sale of a significant number of Ordinary Shares in the public market by OCM and/or the Founders, or the perception that such sales may occur, could materially affect the market price of the Ordinary Shares and could also impede the Company's ability to raise capital through the issue of equity securities in the future.
	*		An investment in Ordinary Shares by an investor whose principal currency is not the euro may be affected by exchange rate fluctuations.
		*	Irish law governs the rights of holders of Ordinary Shares and these rights may differ from the rights of Shareholders in other jurisdictions. It may be difficult for investors outside Ireland to

		serve process on or enforce foreign judgments against the Company. * U.S. and other non-Irish holders of Ordinary Shares may be unable to exercise pre-emption rights attaching to the Ordinary Shares. As may be the case in other jurisdictions, U.S. holders of ordinary shares in Irish companies are customarily excluded from exercising any such pre-emption rights unless a registration statement under the Securities Act covering such shares is effective (which the Group will not seek) or an exemption from the registration requirements thereunder is available.
		E-Offer
E.1	The total proceeds and an estimate of the total expenses of the issue/offer including estimated expenses charged to the investor by the issuer or the offeror	The Group expects to receive net proceeds of approximately e478 million from the issue of Ordinary Shares in the Offer (assuming no exercise of the Over-allotment Option and after deducting estimated underwriting commissions and fees and expenses of the Offer (including the maximum amount of discretionary commissions and VAT) payable by the Company, which are expected to be approximately e22 million)).
E.2a	Reasons for the offer, use of the proceeds and estimated net amount of the proceeds	The Company intends to use the net proceeds of approximately e478 million as follows: approximately e21 (a) million will be used to make a payment to the Sisk group in full and final settlement of certain future payment obligations relating to the development of the Marina Village, Greystones site; e1.00 (b) will be used in connection with the acquisition of Greystones Devco from OCM; approximately e47 (c) million will be used to satisfy the consideration payable in connection with the acquisitions of Conditionally Acquired Sites under the Kells Acquisition Agreements and the Braddington Acquisition Agreement; approximately e9 (d) million will be used to settle costs and expenses (including stamp duty and VAT) payable in connection with the acquisition of the Conditionally Acquired Sites; the remaining approximately e401 (e) million will be used to fund or partly fund the following, or for general corporate purposes of the Group: (i) the acquisition of further residential sites, which may include some of the Potential Sites which are subject to exclusivity arrangements or which are under active consideration by the Group; (ii) the development of residential sites, including the Conditionally Acquired Sites and sites which may be acquired in the future; (iii) to the extent applicable, the payment of the Bridgedale True up Amount; and
		(iv) to the extent applicable, payment in respect of the Remaining TIO RLF Retained Units (if any).

The payment for the Conditionally Acquired Sites being acquired from TIO RLF under the TIO RLF Acquisition Agreement will also include the issue of 110,250,000 Ordinary Shares to OCM with an aggregate value of e110.25 million (based on the Offer Price). Furthermore, the payment for the issued share capital of BCL and BDHL under the Share for Share

		Exchange Agreement will include the issue of 4,427,000 Ordinary Shares to Stephen Garvey with an aggregate value of e4.427 million (based on the Offer Price) and, if applicable, the payment of the Bridgedale True-up Amount (noted above). These Ordinary Shares to be issued to OCM and Stephen Garvey are also referred to as the Consideration Shares.
E.3	A description of the terms and conditions of the offer	In the Offer, all Offer Shares will be issued or sold at the Offer Price. Ordinary Shares will be offered (a) to certain qualified investors in Ireland, the United Kingdom and elsewhere and in Ireland, through Davy only, to certain other investors, being existing clients of Davy, and (b) in the United States only to persons reasonably believed to be qualified institutional buyers (''QIBs'') as defined in Rule 144A under the U.S. Securities Act of 1933, as amended.
		It is expected that Admission will take place and unconditional dealings in the Ordinary Shares will commence on the Irish Stock Exchange and the London Stock Exchange at 8.00 a.m. on 13 October 2017. Prior to Admission, it is expected that dealings in the Ordinary Shares will commence on a conditional basis on the Irish Stock Exchange and the London Stock Exchange at 8.00 a.m. on 10 October 2017. The earliest date for settlement of such dealings will be 13 October 2017.
		All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be on a ''conditional basis'', will be of no effect if Admission does not take place, and will be at the sole risk of the parties concerned. These dates and times may be changed without further notice.
		The Offer is subject to the satisfaction of certain conditions contained in the Placing Agreement (which are customary in agreements of that nature), including Admission having occurred by no later than 8.00 a.m. on 13 October 2017 (or such later time or date as the Company may agree with the Joint Global Co-ordinators) and the Placing Agreement not having been terminated prior to Admission. Certain conditions are related to events which are outside the control of the Company and the Joint Global Co-ordinators.
		The Ordinary Shares may not be offered for subscription or sale, or be subscribed or sold, and this Prospectus and any other offering material in relation to the Ordinary Shares may not be circulated, in any jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration.
		Investors agreeing to subscribe for or purchase Ordinary Shares pursuant to the Offer agree with each of the Company and the Joint Global Co-ordinators to be bound by certain terms and conditions upon which Ordinary Shares will be sold under the Offer. Upon being allocated Ordinary Shares in accordance with the Offer, each investor agrees to become a member of the Company, to acquire the Ordinary Shares allocated to it at the Offer Price and to pay the Offer Price for the Ordinary Shares allocated to it. Where an investor fails to pay as directed, the relevant investor shall remain liable to pay such amount and shall be deemed to have appointed the Joint Global Co-ordinators to sell any or all of the Ordinary Shares allocated to it at such price as the Joint Global Co-ordinators may be able to achieve at such time.
		Under the terms and conditions of the Offer, each investor makes certain representations, warranties and acknowledgements to the Company and the Joint Global Co-ordinators customary for an offer of this type, including but not limited to representations, warranties and acknowledgements relating to: (i) certain characteristics of the investor;

		(ii) the investor's compliance with restrictions contained in the Offer and with specified laws and regulations; (iii) reliance, responsibility and liability in respect of this Prospectus, the Offer and information outside this Prospectus; (iv) submission to jurisdiction; and (v) liability for duties or taxes. On request, an investor may be required to disclose certain information, including any information about the agreement to purchase Ordinary Shares, the investor's nationality (if such an investor is an individual) and jurisdiction in which the investor's funds are managed or owned (if such an investor is a discretionary fund manager). The terms and conditions of the Offer also provide for the following issues: the sending of documents to the investor; the investor being bound by the Articles upon transfer of Ordinary Shares; the application of Irish law to the contract to purchase Ordinary Shares; and the situation where there exist joint agreements to purchase Ordinary Shares.
E.4	A description of any	As at the Latest Practicable Date the issued share capital of the
	interest that is material to the issue/offer, including conflicting interests	Company was 200,001,000 shares, made up of 1,000 Ordinary Shares and 200,000,000 Founder Shares, and the Company's major shareholders were as follows:
		(A) John Mulcahy (Executive Chairman and a Founder) held 100 Ordinary Shares and 20,000,000 Founder Shares;
		(B) Justin Bickle (CEO and a Founder) held 450 Ordinary Shares and 90,000,000 Founder Shares (the Founder Shares being beneficially owned by Durrow Ventures, a company registered in the Isle of Man and whose sole shareholder is Justin Bickle); and
		(C) Stephen Garvey (COO and a Founder) held 450 Ordinary Shares and 90,000,000 Founder Shares.
		The Founder Shares held by John Mulcahy, Justin Bickle (beneficially owned by Durrow Ventures) and Stephen Garvey give them rights to convert Founder Shares into Ordinary Shares (or redeem their Founder Shares for cash) if the Performance Condition is satisfied and in certain circumstances upon a change of control.
		Stephen Garvey is the sole shareholder of BDHL and BCL, each of which is being acquired by the Company at Admission.
		On Admission, the issued share capital of the Company will be 617,049,000 Ordinary Shares (assuming there is no exercise of the Over-allotment Option), 200,000,000 Founder Shares and zero Deferred Shares, and the Company's major shareholders will be as follows:
		(A) John Mulcahy (Executive Chairman and a Founder) will hold 500,100 Ordinary Shares and 20,000,000 Founder Shares;
		(B) Justin Bickle will hold 350,450 Ordinary Shares (of which 450 will be held by Justin Bickle directly and 350,000 will be owned by Durrow Ventures) and 90,000,000 Founder Shares (which will be beneficially owned by Durrow Ventures);
		(C) Stephen Garvey (COO and a Founder) will hold 4,427,450 Ordinary Shares (of which 4,427,000 Ordinary Shares will be Consideration Shares issued to him as consideration for the acquisition from him by the Company of the entire issued share capital of BDHL and BCL, subject to Admission) and 90,000,000 Founder Shares; and
		(D) OCM will hold 110,250,000 Ordinary Shares. The Ordinary Shares which will be held by OCM will be Consideration Shares issued as consideration for the acquisition by the Company from TIO RLF of 14 Conditionally Acquired Sites (subject to Admission).

E.5	Name of the person or	There are no selling shareholders in the Offer.
	entity offering to sell the securities and details of any lock-up arrangement, the parties involved and	Pursuant to the Placing Agreement, the Company has agreed to lock-up arrangements, subject to certain customary exceptions, for a period ending 180 days from the date of Admission, in respect of its Ordinary Shares.
	indication of the period of the lock up	Pursuant to their respective Lock-up Agreements:
		* OCM is subject to lock-up restrictions in respect of the Ordinary Shares to be issued to it as consideration for the acquisition by the Group of certain Conditionally Acquired Sites owned by TIO RLF, subject to certain exceptions, for the period ending 180 days from the date of Admission; such exceptions including, in addition to exceptions customary for a transaction of this nature, exceptions in respect of the creation and enforcement of security over the Ordinary Shares in connection with a potential margin loan facility that OCM may enter into with Credit Suisse or its affiliates following Admission;
		* the Founders are subject to lock-up restrictions in respect of all Ordinary Shares resulting from conversion of their Founder Shares, which shall apply, in respect of 50 per cent. of such Ordinary Shares, for the period ending 365 days from conversion and, in respect of the remaining 50 per cent. of such Ordinary Shares, for a period ending 730 days from conversion, subject to certain customary exceptions (the beneficial interest in Justin Bickle's Founder Shares being owned by Durrow Ventures, Durrow Ventures will also be a party to the Lock-up Agreement in respect of those Founder Shares);
		* in addition to being subject to the lock-up arrangements applicable to the Founders as noted above, Stephen Garvey is subject to lock up restrictions for the period ending 365 days from the date of Admission in respect of the Ordinary Shares to be issued to him as consideration for the acquisition of BDHL and BCL, subject to certain customary exceptions; and
		* Durrow Ventures, Richard Cherry, Robert Dix, Lady Barbara Judge CBE and John Mulcahy are also subject to lock-up arrangements for the period ending 180 days from the date of Admission, subject to certain customary exceptions, in respect of the Ordinary Shares that they have agreed to subscribe for independently of the Offer but at the Offer Price, conditional upon Admission. Justin Bickle will be a party to the Lock-up Agreement in respect of the Ordinary Shares subscribed for by Durrow Ventures.
E.6	The amount and percentage of immediate dilution resulting from the offer	The holders of Ordinary Shares immediately prior to Admission will be diluted by 99.1 per cent. as a result of the Offer, the issue of the Consideration Shares, the Bridgedale Individuals Offer and the issue of Ordinary Shares to certain of the Company's Directors (taking into account any Ordinary Shares which such Shareholders will acquire upon Admission), and such Shareholders will hold 0.9 per cent. of the Ordinary Shares in issue on Admission (in each case, assuming there is no exercise of the Over-allotment Option).
E.7	Estimated expenses charged to the investor by the issuer or the offeror	Not applicable. No commissions, fees or expenses will be charged to investors by the Company.

RISK FACTORS

Any investment in the Ordinary Shares is subject to a number of risks. Prior to investing in the Ordinary Shares, prospective investors should consider carefully the factors and risks associated with any such investment in the Ordinary Shares, the Group's business and the industry in which it operates, together with all other information contained in this Prospectus including, in particular, the risk factors described below. Prospective investors should note that the risks relating to the Company, the Group, its industry and the Ordinary Shares summarised in the Summary section of this Prospectus are the risks that the Group believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the Summary section of this Prospectus but also, among other things, the risks and uncertainties described below.

The following is not an exhaustive list or explanation of all risks which investors may face when making an investment in the Ordinary Shares and should be used only as guidance. The risks referred to below are those risks that the Group and the Directors consider to be the material risks relating to the Group. Additional risks and uncertainties relating to the Group that are not currently known to the Group, or that the Group currently deems immaterial, may individually or cumulatively also have a material adverse effect on the Group's business, prospects, results of operations and financial condition. The order in which risks are presented is not necessarily an indication of the likelihood of the risks actually materialising, of the potential significance of the risks or of the scope of any potential harm to the Group's business, prospects, results of operation and financial condition.

The price of the Ordinary Shares may decline and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the Ordinary Shares is suitable for them in the light of the information in this Prospectus and their personal circumstances and should consult with their professional advisers before acquiring any Ordinary Shares.

Risks Relating to the Group and its Industry

1. The Group may be unable to execute its growth strategy successfully.

The Group will seek to build on its development experience and track record to become a significant housebuilder in Ireland by scaling up its housing construction operations following Admission. The success of the Group's growth strategy is dependent on its ability to identify and complete acquisitions of land, to build houses or apartments on the land it acquires and to sell the houses or apartments at appropriate prices. Other than the acquisition of the Conditionally Acquired Sites following Admission, the Group currently has no binding arrangements or understanding with any potential sellers of land or any potential partners to acquire land and/or development rights related thereto. The Group may be unable to acquire additional sites beyond the Conditionally Acquired Sites, in a timely fashion, on acceptable terms (including price) or at all.

The acquisition and development of the Conditionally Acquired Sites will change the nature of the Group's business from being primarily a developer on behalf of a third-party property owner to owning a land bank and engaging in development on its own behalf. Moreover, while the Group has been building on a limited number of the Conditionally Acquired Sites (in its capacity as developer) prior to Admission, the Group's business plan contemplates development and construction on multiple sites simultaneously and ramping up the annual output of homes to 1,000 units by 2020. As a result, the Group's ability to achieve its strategic goals can be expected to depend on a substantial expansion of its development capability and capacity. This, in turn, requires it to create significantly upgraded and expanded, and in some cases, new, operational capabilities; attract, develop and retain skilled employees; achieve operational and capital deployment efficiencies; and implement scalable internal and external processes, systems and procedures that can accommodate the Group's growth and change in operations. The Group will need to have in place the operating capacity to build-out all of the Conditionally Acquired Sites, together with any Potential Sites or any other sites that it acquires. If the Group fails to expand its development capability and capacity, it may be unable to execute its growth strategy in full or in part, or in a timely manner. Moreover, if the Group is not able to finance the working capital requirements for all construction projects that it may wish to undertake at any one time (beyond the period of 12 months following Admission) while also allocating funds to the acquisition of additional sites on a rolling basis, both of which it intends to do largely through sales of completed homes, it may not be able to expand as rapidly as it intends. See ''Inability to access capital on attractive terms and/or risks inherent in debt financing may impede the Group's growth or otherwise have an adverse impact'' below for further discussion. Furthermore, the Group may be subject to delays or set-backs that prevent it from completing its developments on time or at all, and such delays or set-backs may render the Group unable to implement its growth strategy on time and/or within the planned expenditure level. Failure to execute the growth strategy successfully could have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

2. The state of the Irish housing market may deteriorate and, as a result, the Group may not be able to realise its potential.

As a housebuilder operating in Ireland, with a current focus on the Greater Dublin Area, the Group is heavily dependent on the condition of the Irish residential property market. Should the conditions in the Greater Dublin Area or any other areas where the Group may operate in the future deteriorate, the Group could experience lower sales volumes than anticipated and/or decreases in sales prices of its homes, or this could impact the timing of the receipt of revenue and cause volatility in reported earnings. The absence of geographical diversification exacerbates the risks posed by a market downturn.

The Irish residential housing market (as is typically the case with most residential housing markets) has historically been cyclical and is also highly correlated with the economic cycle and conditions in Ireland, which in turn, are influenced by economic conditions in the EU (and Eurozone) as well as global macroeconomic conditions. This cyclicality and correlation can be expected to continue to characterise the Irish residential housing market (including the segment of the market in the Greater Dublin Area). In particular, the Irish residential housing market (including the segment of the market in the Greater Dublin Area) could be adversely impacted by the following factors, among others:

• * negative changes in consumer confidence and income;
• * amount and quality of existing housing stock;
• * availability of affordable mortgage financing for buyers;
• * inflation rate and interest rate fluctuations;
• * restrictions on the availability of credit, including mortgage lending caps;
• * increases in unemployment;
• * low population growth and/or reduced rate of household formation;
• * affordability of housing;
• * declines in house prices, including any weakness in the resale market;
• * geopolitical and economic uncertainty, including Brexit (for a discussion of which see ''The Group could be materially adversely affected by the UK's withdrawal from the EU'' below) and reforms or changes which occur in other countries (for example in relation to tax reform in the United States, the EU and other jurisdictions);
• * a decline in Ireland's economic performance, as a result of domestic, Eurozone and/or global economic conditions;
• * slow or inadequate infrastructure improvement, for example in providing vital transport connections between homes and cities or towns in Ireland;
• * changes in government regulation or policy, including planning and environmental regulations; and
• * increases in tax rates (including VAT and stamp duty).

Any or all of these factors could decrease demand for new homes, reduce sales prices and reduce the value of the Group's inventories (including its land bank), any of which could have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

For example, in 2009, during the global financial crisis which began in 2007, Ireland experienced a property crash. In Ireland, the effects of the global financial crisis were exacerbated by ineffective domestic financial regulation and practices, such as over-exuberant lending by banks and an overreliance by developers at the time on relatively low cost debt financing. As a result of this property crash, residential property prices recorded in the third quarter of 2012 were 53 per cent. lower compared to the peak in 2007 (Source: CSO, Residential Property Price Index, January 2016). A similar event or any other adverse changes in Irish macroeconomic or demographic conditions could negatively affect the Group's sales volumes and/or the prices at which it sells homes.

3. The Irish government may terminate or change the extent of its support of the housebuilding sector and first-time buyers.

The Irish government has engaged in certain policy actions to support the return of the Irish construction sector to sustainable levels. One such action has been the creation of a help-to-buy scheme that provides for a refund of Irish tax paid by a purchaser equal to the lower of 5 per cent. of the purchase price and e20,000 to help first-time buyers of new-build residential real estate to raise the required deposit and qualify for a mortgage. The first-time buyer is required to reside in the house for 5 years following completion. The scheme is due to end in December 2019 and it is unclear whether this will be extended or how long the Irish government may otherwise choose to support first-time buyers. The Group intends to target up to half of its developments at first-time buyers. Should the Irish government change its approach to supporting the housebuilding sector generally and/or supporting first-time buyers in obtaining mortgages in particular, there may be a material adverse impact on the Group's business, financial condition, results of operations and prospects.

4. Constraints on the availability and pricing of mortgage financing may have an adverse impact on sales of the Group's homes.

Affordable mortgage financing remains a crucial funding source for buyers in the residential property market in Ireland. A significant number of buyers of homes built by the Group finance their acquisitions with mortgage financing, and the Group expects that this will continue. In the period from 1 January 2017 to 13 September 2017, approximately 52 per cent. of homes built by the Group were purchased by customers with the assistance of mortgages (excluding Milltown Meadows, Ashbourne, where all 67 units were pre-sold to an approved housing body). Housing demand is adversely affected by reduced availability of mortgage financing and factors that increase the upfront or monthly costs of financing a home, such as increases in interest rates, insurance premiums or taxes or other charges associated with the purchase price of a home. A decrease in the willingness and/or ability of lenders to make home mortgages available, tightening of lending standards and limitation of financing product options can make it more difficult for buyers to obtain affordable financing. Deteriorations in the economic outlook would likely curtail mortgage availability even further. Any substantial increase in mortgage interest rates or decreased availability of mortgage financing may adversely affect the willingness and ability of prospective buyers to purchase homes, as well as adversely affect the ability of prospective buyers to sell their existing homes to other potential buyers who need mortgage financing, thereby constraining their ability to purchase a new home. See section 3.1 of Part IV ''Operating and financial review'' and Part I ''Industry overview'' for further information.

Mortgage lenders are subject to underwriting standards imposed by regulatory authorities. Regulations, standards, rules and requirements, as and when implemented, could restrict the availability of loans and/or increase the costs to borrowers to obtain such loans. See Part I ''Industry overview'' for further information. As a result of the financial crisis, mortgage credit in Ireland is still somewhat restricted, particularly at higher loan to value ratios, due to a number of factors including; (i) the exit of a large number of mortgage providers from the market; (ii) the significant reduction in the number of available mortgage products; (iii) cautious surveyors' valuations on properties (which reduces the value of the mortgage that can be obtained on a given property); and (iv) many lenders requiring increased levels of financial qualification and greater deposits, while lending lower multiples of income and requiring lower loan to value ratios. The severity of restrictions on the availability of mortgage funding will have a direct impact on the number of potential buyers able to obtain a mortgage and the size of the mortgages that they are able to obtain.

These or further constraints on mortgage borrowing could cause house prices to decline and/or cause the number of people buying homes to remain flat or decrease, which could have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

5. Inability to acquire appropriate zoning designation or planning permission on favourable terms and on a timely basis may adversely affect the Group's business.

The Group intends to acquire sites which may or may not have the relevant planning permission or zoning designation, or which are subject to other land use restrictions, or which do not have in place the requisite services or facilities (including local infrastructure and/or utilities supply) to commence development. Of the potential units on the Conditionally Acquired Sites, 1,728 units are Shovel-Ready but 1,049 units still require zoning and/or planning permission (or the expiry of the planning appeals process) before development could commence, and the Group may not be able to build them at all. Securing planning permission and/or zoning for residential development on favourable terms and on a timely basis (zoning designations, for example, are reviewed every six years by the local government authorities and the change in zoning occurs, if at all, only upon such a review) is critical to the Group's ability to realise a return on its developments. Local and national planning policies, local urban regeneration strategies, and policies on the use of brownfield and greenfield sites and building on greenbelt sites continue to have a significant impact on the ability of housebuilders to develop sites. Planning policies can place restrictions on access to new land and on how land is developed. See section 1.6 of Part I ''Industry overview'' for an overview of the planning regulation framework in Ireland.

Any given application may not result in full planning permission or in permission of the type applied for by the Group, or in zoning for residential development being achieved, and any planning permission, if granted, may be on onerous terms and, therefore, financially unviable to implement and/or could result in the Group achieving a lower GDV for that particular site than expected. Delays in receiving residential zoning designation or planning permission for a site may contribute to a delay in the overall completion of the development. In addition, planning permissions typically are issued for a particular time period, and should the Group fail to develop the relevant sites prior to the expiration of the relevant planning permission, the Group would need to reapply for such permission. There is no certainty that the Group would be able to re-obtain similar planning permission in the event of such expiry or in the event of any other development which requires a re-application for any planning permission.

Moreover, where the Group has obtained planning permission, there is a possibility that, within certain limited periods, planning permission could be overturned on appeal through a process overseen by An Bord Pleana´ la by way of a judicial review based upon defects in the decision making process in respect of the planning permission.

Where no planning permission can be obtained on acceptable terms, a previously granted permission is overturned or no zoning for residential development has been obtained, the Group will not receive any revenue from planned developments that it cannot build, and the net realisable value of that land may be less than the carrying value, resulting in a write-down in the value of the land in the Group's financial statements. Should the Group not obtain planning permission on acceptable terms, or at all, for land which has been purchased by the Group unconditionally without planning permission or residential zoning designation, the Group may be required to abort the preliminary preparations for the development of that land and to sell the land (or part of it) to a third-party purchaser and may not be able to recoup its full purchase price.

The Group's inability to develop land it acquires as a result of any of the foregoing could have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

6. Estimates of the value of property are inherently subjective, which means that estimates of the value of the Group's land bank may be inaccurate.

Estimates of the value of property are inherently subjective. Changes in regulatory requirements and applicable laws (including in relation to building and environmental regulations, taxation and planning), transport and infrastructure policies, political conditions, the condition of financial markets, the financial condition of customers, tax regimes applicable to customers, and interest and inflation rates contribute to the uncertainty and potential volatility of forward-looking valuations. Further, all such valuations, including the Group's GDVs, are made on the basis of assumptions (such as assumed type of development that may be completed on a parcel of land, the cost to complete developments, assumed sales prices, number of units in a development, the type of housing built, the timing of the development and the likelihood of obtaining planning permission), which may prove inaccurate. The Group's valuation of its land and inventory and/or the Valuers' valuation of the Group's land and inventory, including metrics such as net realisable value and/or GDVs, may not reflect the actual sales prices, or even if any sales can be achieved at all.

As a result of valuation uncertainties, including unanticipated events or circumstances that negatively affect value, the Group may decide that it is uneconomical to develop or continue to develop a site and may choose to sell the site (or part of it) to a third-party purchaser. Disposals of such sites in those circumstances may not generate a price sufficient to recover the original purchase cost and related cost of carrying the land. The Group's land bank may have a lower fair value than what is reflected in the Group's statement of financial position, and the Group may be required to write down the value of land. In addition, the Group may never be able to develop some or all of its land profitably. The occurrence of any of these events could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

7. The Group may be unable to achieve its ROCE, IRR, gross margin and average sale price targets and its estimated GDV for a site.

The Group's ROCE, IRR, gross margin and average sale price targets are computed on the basis of assumptions that may prove to be inaccurate.

• * For IRR, the assumptions used in setting the targets include those regarding sales price, GDV, timing of development, sales velocity, development, build and other costs (such as, for example, remediation costs) and inflation.
• * For gross margin, the assumptions used in setting the targets include those regarding GDV, construction costs and selling costs.
• * For ROCE, the assumptions used in setting the targets involve projections of future operating profits and the amount of capital that the Group may need under its business plan to develop its land, and the performance as measured by ROCE reflects the performance achieved on individual developments.
• * For average selling prices, the assumptions used in setting the targets involve projections of house price inflation, build cost inflation and the successfully completed number of units per site.

In addition, the GDV that is used to calculate IRR and gross margin targets is an estimate. The assumptions used to estimate GDV include, among others, those regarding demand for homes, average sales price, potential number of units within developments and the split between open market and affordable housing units, and the obtaining of planning permission so as to achieve the developments proposed by the Group. For sites, including some of the Conditionally Acquired Sites, that are not zoned for residential development and/or do not have planning permission for the developments the Group plans to build and/or require third parties to build infrastructure or utility connections, estimating the GDV is even more uncertain than for a site that already has the required zoning, planning permissions and service connections. The GDV relating to the Group's land bank and its proposed developments may not reflect the actual sale prices achieved of any developments built on the land. Such inaccuracies in GDV estimates, among other possible errors in assumptions, may lead to the Group not achieving its target IRR, gross margin, and/or ROCE. In addition, unexpected developments or conditions may prevent the Group from achieving its estimated GDV and its target ROCE, IRR or gross margin.

Any failure to develop and sell as many homes as anticipated, at the sales prices expected and/or the cost and time of development or any other relevant assumptions proving to be inaccurate could result in the Group not achieving its target ROCE, IRR or gross margin or estimated GDV for a site, which may affect the Group's profitability and cash flows, which in turn could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

Please see section 5 of ''Presentation of Information'' for more information on GDV, ROCE, IRR and gross margin.

8. The Group is dependent particularly on the Founders as well as on other members of its Board and the Senior Management Team and on the expertise of key personnel, and it may be unable to attract and retain a highly-skilled and experienced workforce.

The success of the Group is dependent on recruiting, retaining and developing highly-skilled, competent people at all levels of the organisation. In particular, the future success of the Group is dependent upon the specialist experience, industry knowledge and skills of the Founders, John Mulcahy, Justin Bickle and Stephen Garvey, as well as on the other members of its Board and the Senior Management Team. The Founders are critical to the overall management of the Group, as well as the development of its homes and its culture and strategic direction, because of their extensive business experience and involvement in the residential property market in Ireland and the UK over a number of years. Should any of the foregoing leave the Group, the Group may not be able to attract or retain suitable replacements. The Group may also be unable to attract or retain skilled employees to support the anticipated growth in its development capabilities. The unexpected departure or loss of any of the Founders, in particular, or other members of the Board or the Senior Management Team or other key personnel, or the inability of the Group to retain, attract and develop skilled personnel, or develop a succession plan effectively, or find individuals with comparable experience and knowledge if any of the Founders or other members of the Board or Senior Management Team or other key personnel leave, could result in the Group being unable to function or achieve its targets (for example, in relation to ROCE) and, therefore, have an adverse impact on the Group's business, financial condition, results of operations and prospects.

9. The past performance of the Founders and the Senior Management Team in other companies and ventures is not a guarantee of the future performance of the Group and the historical performance of the constituent components of the Group may not be a meaningful indicator of its future results.

The Group is controlled by the Board and is reliant on the Founders and the Senior Management Team to identify and execute prospective residential development projects to develop the Group's business. This Prospectus includes certain information regarding the past performance of the Founders and the Senior Management Team (some of whom, such as John Mulcahy and Justin Bickle are new to the Group) in other companies and ventures (such as TIO ICAV, TIO RLF and/ or in other investments of Oaktree). For more information, see Part III ''Directors, senior management team and corporate governance''. The past performance of the Founders and the Senior Management Team in other companies and ventures is not indicative, or intended to be indicative, of the future performance or results of the Group and is not directly comparable with the Group's proposed business or future circumstances. Differences between the circumstances of the Group and the circumstances under which the information relating to the past performance of the Founders and the Senior Management Team was generated include (but are not limited to) actual acquisitions and investments made, characteristics of the individual properties, acquisition objectives, structure, terms, leverage, geography, performance targets, market conditions and investment horizons. All of these factors can affect returns and impact the usefulness of performance comparisons and, as a result, none of the information in this Prospectus regarding the past performance of the Founders and the Senior Management Team in other companies and ventures is directly comparable to the Group's business or the returns which the Group may generate.

Prior to acquiring the Conditionally Acquired Sites, the Group has primarily acted as a developer on behalf of a third-party property owner. Accordingly, the acquisition of the Conditionally Acquired Sites and consequent transition to building-out its own residential sites will represent a significant change in the composition of the Group's assets and operations as well as its strategy (for more on this, see ''The Group may be unable to execute its growth strategy successfully'' above). The Group's performance and results up until Admission should therefore not be considered indicative of its performance following Admission.

Factors that may make past performance not representative of the Group's future performance include, among others:

• * differing timing of home deliveries and land sales;
• * changing composition and mix of the Group's asset portfolio;
• * delays in construction schedules for whatever reason;
• * differing conditions of the Irish residential housing market;
• * the cyclical nature of the housebuilding industry; and
• * differing cost and availability of land, materials and labour.

10. The Company is recently formed and has no trading history of its own, and the historical financial information included and discussed in this Prospectus, as well as the financial information provided for TIO RLF in this Prospectus, is not representative of the Group's future results.

The Company was incorporated on 9 August 2017 and has no trading history, and has not prepared any financial statements or other financial information except for the purposes of this Prospectus. The Company has contracted to acquire BDHL (which in turn has contracted to acquire the Conditionally Acquired Sites and Braddington, conditional on Admission), BCL, and Greystones Devco, in each case, conditional on Admission. The historical financial information in Part V ''Historical Financial Information'' of this Prospectus reflects each of (a) the results and financial position of BDHL and BCL, which while under common control of a single shareholder (Stephen Garvey) have not historically operated as a group; and (b) the results and financial position of Greystones Devco.

The financial information of TIO RLF in Part XIII of this Prospectus reflects non-statutory financial statements for TIO RLF and is sourced from TIO RLF. The Company will acquire 14 of the Conditionally Acquired Sites from TIO RLF. The Company will not acquire TIO RLF, any share capital of TIO RLF or any other assets of TIO RLF except these 14 Conditionally Acquired Sites. Following the purchase by the Company of the 14 Conditionally Acquired Sites, TIO RLF will not become part of the Group and will remain under the control of TIO ICAV. Further, the financial information of TIO RLF in Part XIII of this Prospectus reflects the operating results and financial position of the asset pool acquired, owned, operated and sold by TIO RLF during the periods under review, which is different to the 14 Conditionally Acquired Sites to be acquired by the Group from TIO RLF.

Therefore, each of (a) the historical financial information in Part V ''Historical Financial Information'' of this Prospectus and (b) the financial information of TIO RLF in Part XIII of this Prospectus is not indicative of the future operating results or financial position of the assets or operations of the Group going forward, and does not purport to be representative of what the operating results and financial position of such assets and operations would have been if the relevant entities and assets, including the relevant Conditionally Acquired Sites being acquired from TIO RLF, had been part of the Group for the periods presented.

As a result, investors should not place undue reliance on the historical financial information and/or on the financial information of TIO RLF included in this Prospectus.

11. The Group depends on the continued availability of contractors and third-party consultants.

The Group conducts a significant portion of its construction operations as a general contractor. Nearly all of its design work, architectural work and construction and development work is performed by unaffiliated third-party contractors and consultants. The Group also uses third-party consultants to assist it with its planning applications. Consequently, the Group depends on the continued availability of and satisfactory performance by these consultants and contractors. Contractors in turn require tradespeople, labourers and others for the physical construction of homes. In particular, during times of increased construction demand, contractors may have difficulty finding qualified labourers, which may cause delays or increase costs at the Group's projects. As a result, the lack of availability of contractors or consultants, or tradespeople or labourers, could disrupt the Group's ability to deliver homes on schedule or at budgeted cost.

Unsatisfactory performance by, or an insolvency of, a contractor or a consultant could cause cost overruns and programme delays, damage the Group's reputation, render the Group unable to fulfil its obligations to its customers on a timely basis or at all, and increase the risk that the Group will be unable to recover costs in relation to any defective work performed by such contractor or consultant. Contractors and consultants may also intentionally overestimate their costs to the Group and may attempt to defraud it through illegitimate invoices and false accounting of goods and services provided. Any of these events could negatively affect the Group's profitability and cash position, as the Group may not be able to pass on any increased costs to its purchasers, and it may be liable for penalty payments to purchasers of its homes as a result of project execution delays. The occurrence of any of these events could also have an adverse effect on the Group's reputation and its ability to maintain high quality standards at its developments.

The Group is also exposed to the risk of litigation or claims relating to breaches of contract by third-party contractors and consultants. Furthermore, substandard work by contractors and consultants could result in claims against the Group for failure to meet required project specifications. These risks are compounded during times of economic downturn, as third-party contractors and consultants may experience financial difficulties or find it difficult to obtain sufficient financing to fund their deliveries or operations. In the event that contractors or consultants are liable to the Group following a contractual breach, there can be no guarantee that they will have sufficient funds to discharge such liability. The Group could, therefore, be liable to make payments in respect of uninsured losses out of its own funds or could be liable in circumstances where a contractor causes a loss and a contractor's own professional indemnity coverage is inadequate. If a contractor or consultant were to file for insolvency, the Group would not only face delays and potential increased costs, but also may not have any means of recovery from the insolvent contractor or consultant.

Any of these factors could reduce expected returns on a development and could have a material adverse impact on the Group's business, financial condition, result of operations and prospects.

12. Shortages or increased costs of materials and labour could increase costs, and delay completion, of homes.

Housebuilders may be subject to supply risks related to the availability and cost of materials and labour. Increased costs or shortages of skilled and unskilled labour and/or timber framing, concrete, steel, bricks and other building materials could cause increases in construction costs and construction delays and, in extreme circumstances, could cause developments not to be completed. The Group sources the majority of the materials used to construct the Group's homes directly, with the remainder sourced by the Group's contractors. The cost of labour (whether hired by the Group directly or by its contractors) may be adversely affected by shortages of construction workers, industrial action, changes in immigration laws and trends in labour migration. Inflation could increase the costs of both materials and labour. If the Group is unable to control its costs or pass on any increase in costs to the purchasers of the Group's homes, source the requisite labour, and/ or renegotiate improved terms with suppliers and contractors, the Group's margins may reduce, which could have an adverse impact on the Group's business, financial condition, results of operations and prospects.

13. The Group's brand and customer satisfaction are crucial to the Group's performance and any negative incidents or quality deficiencies or perceptions thereof could adversely impact the Group's sales.

Favourable brand reputation is essential to the Group as its reputation for quality and craftsmanship is a key selling point for its homes. Any quality deficiency or perception thereof could, therefore, adversely impact the Group's sales and marketing efforts, as well as demand for its homes, and the ability of the Group to engage effectively with sellers of land, governmental agencies and other stakeholders.

As developments are usually carried out in stages, there is often close physical proximity between residents of completed homes and construction works on other homes in the same development. Incidents may occur which result in harm or nuisance to residents of the Group's developments, including incidents caused by employees or contractors of the Group or by third parties, either intentionally, through negligence or by accident. Any such incidents or other actions may result in significant harm to the Group's reputation and brand.

As a business in the property development industry, the Group is also exposed to the risk that construction defects, employee misconduct, operational failures, the outcome of litigation and regulatory or other investigations or actions, health and safety incidents, the reputations and actions of its business partners, press speculation, negative publicity or negative customer reviews, data protection failures, and complaints about the Group's selling practices or home quality, whether or not founded in fact, could damage the Group's brand and reputation which may in turn have an adverse impact on the Group's business.

The potential impact of any negative publicity generated by such incidents could be compounded by widespread use of social media which, in turn, increases the chance of widely shared comments or complaints about the Group. As a result, it is possible that there could be widespread negative publicity about the Group. Factors affecting brand reputation may be outside of the Group's control, and the Group's efforts to maintain or enhance favourable brand reputation may not have their desired effects. Any negative publicity may have a material adverse impact on the Group's brand or overall reputation, which in turn may have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

14. The Group is subject to competition, and may in future be subject to increased competition, from other housebuilders.

The Group is subject to competition, and may in future be subject to increased competition, from other local, regional and national housebuilders who compete or may in future compete with the Group for the purchase of land for residential development and on the subsequent sale of residential units. These competitors may have superior business models, greater experience, greater financial resources and a lower cost of funds than the Group (particularly if such competitors also are able to access the capital markets for funding through a stock exchange listing or by accessing the debt capital markets, or otherwise have access to funding directly from shareholders or other investors). Increased competition could reduce the number of development opportunities available to the Group and adversely affect the terms upon which investments can be made, as well as lead to prices for land being driven up by competing bids by other potential purchasers. Competitive pressures could also lead to the need for increased selling incentives (such as discounts or inclusion of white goods) or higher marketing costs in connection with the sale of residential units once developed. Furthermore, in an increasingly competitive sales environment, the Group may fail to sell units as quickly as anticipated or achieve the expected price. Inability by the Group to compete effectively against other housebuilders or to effectively manage the risks related to competition could have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

1. The Group may be adversely impacted by an inability to enter into joint ventures or similar partnership arrangements, by the failure of joint venture participants to fulfil their obligations, by lack of sole decision making authority and by disputes between the Group and its joint venture partners in its existing or future joint ventures or partnerships.

Greystones Devco, BCL and BDHL participate in a public/private partnership with third-parties at the Marina Village, Greystones development and the Group intends to enter into further partnership arrangements or joint ventures through its newly-formed Glenveagh Living line of business with partners such as NAMA, local authorities, approved housing bodies or investment funds. However, opportunities for the Group to enter into joint ventures or partnership arrangements may not be available either at all or on terms which are acceptable to the Group. Furthermore, the Group's joint venture investments could be materially and adversely affected by joint decision-making arrangements or veto rights on the part of any of its joint venture partners, insolvency or other liquidity issues affecting any such joint venture partners (which could cause the partner to default on its obligations or cease trading) and disputes between the Group and any such joint venture partners. Moreover, the joint venture partners may have economic or other business interests or goals that are different to those of the Group. When dealing with joint venture partners which are governmental bodies, such as NAMA or local authorities, the Group may also experience delays in decision-making by such bodies for policy, political or internal process reasons. Internal governance issues of a joint venture partner could delay completion, or result in a lower IRR, for a joint venture project. Defaults by partners could require the Group to find new partners or fund indemnity or other payment obligations to third parties. If the Group were unable to meet its obligations under its joint venture or similar arrangements, its partners may be able to remove the Group from those arrangements and the Group might incur financial penalties and/or reputational harm. Disputes could lead to litigation or arbitration, as well as legal and other costs.

Should any of the foregoing occur, there could be a material adverse impact on the Group's business, financial condition, results of operations and prospects.

16. Inability to access capital on attractive terms and/or risks inherent in debt financing may impede the Group's growth or otherwise have an adverse impact.

The housebuilding industry is capital intensive and requires significant up-front expenditures to secure land and pursue development and construction on such land. It could take months or years for even a construction project completed on a timely basis to produce positive cash flows through sales of homes, and delays in the development process could delay the commencement of sales. The Group anticipates financing the purchase and development of the Conditionally Acquired Sites with a portion of the net proceeds of the Offer. Following Admission, the Group intends to finance the acquisition of land and construction of its developments with cash flow from operations (that is, from sales of homes, on a rolling basis) and a portion of the net proceeds of the Offer. Furthermore, the Group intends to optimise its capital structure by entering into a revolving credit facility as soon as reasonably practicable after Admission. However, while the Group is in discussions with potential lenders, there are no agreements in principle or binding agreements with respect to such facility and there can be no assurance that the Group will be able to enter into such a facility on acceptable terms, on a timely basis or at all. The credit and capital markets have experienced significant volatility in the past and, if the Group is required to seek additional financing (particularly if pressure on housing prices adversely affects cash flow from operations), volatility in these markets may restrict its ability to access funding on acceptable terms or at all, and thus its ability to secure additional land, fund development and construction on such land, and sell the completed homes. The foregoing could have a material adverse effect on the Group's business and prospects.

To the extent that the Group does need to incur indebtedness and does incur a substantial level of indebtedness, the Group's financial and operating flexibility could be reduced due to the need to service its debt obligations and it could increase its vulnerability to adverse general economic or industry conditions. If the Group's indebtedness bears interest at floating rates (as expected), the Group will become subject to the risk of the interest rates rising significantly in the future, thereby increasing its interest expense and reducing cash flow available for other uses. If the Group were to breach the terms of its indebtedness, it may be forced to sell assets or lenders may foreclose on the Group's assets securing the debt. If the Group does not have sufficient assets and cash flow to repay in full all indebtedness that the lenders choose to accelerate, it could force the Group to reduce the scope of its operations significantly and could ultimately push it into insolvency or liquidation.

17. The Group will acquire some of the Conditionally Acquired Sites as well as BDHL and BCL from related parties.

The Group will acquire 14 of the Conditionally Acquired Sites from TIO RLF in consideration for which the Company will issue 110,250,000 Ordinary Shares to OCM as Consideration Shares with a value of e110.25 million (based on the Offer Price). Since 2014, the Group has primarily acted as an asset advisor and a developer for TIO RLF and it will continue to perform its asset advisor role for TIO RLF for a limited time following Admission in relation to certain assets. See section 2 of Part IV ''Operating and Financial Review'' and section 9.5 of Part X ''Additional Information'' for more information. Justin Bickle, the Group's CEO, is chairman of TIO ICAV and is currently a member and managing director of Oaktree, the investment manager of TIO ICAV. He will cease to be a member and managing director of Oaktree with effect from 31 October 2017 and will cease to have any involvement in the management or administration of Oaktree with effect from Admission. Justin is expected to remain as chairman of TIO ICAV following Admission. John Mulcahy, the Group's Executive Chairman, is a non-executive director of TIO ICAV. While the Directors believe the terms and conditions of the acquisition of the Conditionally Acquired Sites being acquired from TIO RLF are fair and in the best interests of the Group, and that the locations of those sites meet the requirements of the Group's business plan, such terms and conditions may in retrospect be viewed as less favourable to the Group than would have been the case were the seller an unaffiliated third-party under the same or similar circumstances. Although independent valuations for the Conditionally Acquired Sites have been obtained from Knight Frank and Lisney, the price paid or payable by the Group for the Conditionally Acquired Sites being acquired from TIO RLF may not necessarily represent the price at which a third-party would acquire or sell the sites. The Group has also agreed to acquire BDHL and BCL from Stephen Garvey, the Group's COO, in consideration for which the Company will issue 4,427,000 Ordinary Shares as Consideration Shares with a value of e4.427 million (based on the Offer Price) and, if applicable, pay the Bridgedale True-up Amount. In each case, there may be terms in the relevant agreements that are less favourable to the Group than might otherwise have been the case in transactions with unrelated parties. In particular, the Company is receiving limited warranties regarding the Conditionally Acquired Sites being acquired from TIO RLF, and in respect of the acquisitions of BDHL and BCL. Existing or future conflicts of interest or the appearance of conflicts of interest could have a material adverse impact on the Group's reputation.

18. Completion under some or all of the Kells Acquisition Agreements may be delayed or may not occur at all.

The Group has entered into binding contracts for sale under the Kells Acquisition Agreements to acquire 12 of the Conditionally Acquired Sites. Each of the Kells Acquisition Agreements (other than those in respect of the Conditionally Acquired Sites at Oakfield, Forge Road, Enniskerry, Co. Wicklow; Maplewoods, Ballinacura West, Midleton, Co. Cork; Castleredmond, Midleton, Co. Cork; and Quinns Cross, Mungret, Co. Limerick) specifies that completion is due to occur within 10 Business Days of Admission. Unlike with the sites being acquired from TIO RLF, the deliverables required to be delivered at completion to effect the transfer of title to the sites being acquired under the Kells Acquisition Agreements are not being held in escrow to be delivered on Admission. Vendors may not produce the requisite deliverables to enable completion within the 10 business day period (in which case completion would be delayed) or at all. In the latter scenario, the Group's recourse would be to seek an order for specific performance from a court in Ireland. Such a course of action could be time consuming and the Group could incur expense in pursuing such an action. Furthermore, the Kells Acquisition Agreement dealing with the Oakfield, Forge Road, Enniskerry, Co. Wicklow Conditionally Acquired Site is conditional upon the vendor obtaining vacant possession of the property (which is currently occupied by a tenant). The vendor has served notice to terminate the occupation which expires on 22 November 2017 and completion is due to occur 10 business days after vacant possession has been obtained. If the vendor fails to secure vacant possession, the Group can ultimately terminate the Kells Acquisition Agreement dealing with the Oakfield, Forge Road, Enniskerry, Co. Wicklow Conditionally Acquired Site, defer completion or complete the acquisition with the tenant in situ. Moreover, 10 of the 12 properties covered by the Kells Acquisition Agreements are being acquired from receivers and the level of representations being provided by the vendors is limited (which is consistent with sales by receivers generally). In respect of three properties at Maplewoods, Ballinacurra West, Midleton, Co. Cork; Castleredmond, Midleton, Co. Cork; and Quinns Cross, Mungret, Co. Limerick (which have an aggregate acquisition price of e5.85 million) a registration in the Land Registry necessary to perfect the vendors' title is pending completion and whilst it is anticipated that the registrations will be achieved within a short time period, if they have not been achieved by the agreed completion date, the Group has the option (but not the obligation) to defer completion of those acquisitions until the registrations have been completed, and these acquisitions may therefore be delayed or may not occur at all.

19. Inability by the Group to acquire suitable development land at an attractive price could have an adverse impact on the Group.

There is significant competition in the Irish residential housebuilding market for suitable land, and the risk inherent in purchasing and developing land increases as consumer demand for housing increases because to meet such heightened demand, developers may take greater risks and seek to purchase less desirable sites and/or pay prices for sites that are too high to allow them to build on them profitably. The performance of the Group's business will be dependent on the Group's ability to purchase suitable land at an appropriate price and in an attractive location. The availability of land that meets the Group's investment and site selection standards depends on a number of factors outside of the Group's control, including availability of land generally, demand for development land from the Group's competitors (such as other local, regional and national housebuilders), demand for land for uses other than housing, credit market conditions, legal and government agency processes and regulations, movements in land prices, land use regulations, and the release of land for sale by private or public landowners. Although the Group has identified the Potential Sites, it may decide not to pursue the acquisition of any particular Potential Site or if it does seek to pursue any particular acquisition, its ability to purchase any of the Potential Sites or other sites is uncertain, and if such purchases do take place, they may be on unfavourable terms. Having to pay higher prices than expected for land would put pressure on the Group's profitability. If the Group is unable to identify land suitable for its purposes, or if the Group experiences delays or other complications in the purchase of suitable land, the number and value of new homes the Group is able to build may be adversely affected, which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects. Should the land that the Group holds in its land bank drop in value, the Group may have to record impairment charges on, or recognise losses in the fair value of, its land and homes, which would have a material adverse effect on its financial condition.

20. Development land and homes can be illiquid assets and can therefore be difficult to sell and their value may fluctuate.

Development land and homes can be relatively illiquid assets in the hands of developers, meaning that they may not be easily sold and converted into cash. In addition, the market value of land, building lots and housing inventories can fluctuate significantly as a result of changing market conditions. As a result, any sale of land and/or homes which is required to take place within a certain time period may need to be made at a price lower than would usually be accepted and the Group may also be required to record impairment charges on, or recognise losses in the fair value of, its land and homes. Although the Group acquires sites for development purposes and generally expects to sell such assets in the form of residential units following development, the Group may seek to, or be required to, sell entire sites in certain circumstances, including because of changes in development plans, failure to obtain planning permission and/or zoning for residential development, financial distress experienced by the Group and/or changes in the Group's strategy or economic, property market or other conditions. Any of the foregoing may affect the Group's ability to value, dispose of or liquidate some or all of its homes or land bank at a satisfactory time and price which could have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

21. The Group must comply with environmental laws, regulations and standards and the Group may be liable for the costs of investigation, removal or remediation of hazardous or toxic substances located on, under or in a property currently or formerly owned, leased or occupied by the Group, whether or not it caused or knew of the contamination.

Environmental laws, regulations and standards, which may be amended over time, impose obligations on developers and land owners. As a result, the Group may be required to implement time consuming and expensive compliance programs and may be prohibited from or severely restricted in, undertaking development in certain environmentally sensitive areas, any of which could make a proposed development less profitable or financially unviable. The Group believes that increasingly stringent requirements will be imposed on housebuilders in the future, requiring further expenditure. Environmental protection regulations can also have an adverse impact on the availability and price of certain raw materials.

The Group may also be liable for the costs of investigation or remediation of hazardous or toxic substances located on, under or in a site, regardless of whether or not the Group caused or knew of the contamination. Furthermore, the presence of such substances or their release into the air, water or earth may form the basis for liability to third persons for personal injury or other damages as well as potential civil or criminal liability. The Group decides whether or not to pursue any environmental investigation of a potential property purchase on a case-by-case basis. The Group has not conducted any investigations to determine whether there may be any contamination on, under, or in the Conditionally Acquired Sites except for Phase I reviews (involving a site walk-over survey, desktop environmental study and the compilation of a risk assessment report) in respect of two of the sites, which are brownfield sites and therefore at higher risk of contamination. Any necessary investigation or remediation, or defence against any environmental claims, may be very costly and may cause substantially increased costs and delays in developments.

Material claims or liabilities relating to such sites may arise in the future and the claims and liabilities may exceed any indemnification given to the Group by the seller of the land and/or may not be fully recoverable from the seller under contractual arrangements, under insurance policies or otherwise. In general, vendors do not provide representations, warranties and indemnities in respect of environmental damage or compliance with environmental laws (especially in the case of acquisitions from receivers or administrators). The Conditionally Acquired Sites are being acquired without any representations, warranties or indemnities in respect of environmental damage or compliance with environmental laws. The presence of hazardous or toxic substances, or the failure to remediate such substances properly, may also adversely affect the Group's ability to sell the site in question in the event it determines not to proceed with a planned development. In addition, even if the Group does sell the land, it may remain liable for claims that arise in the future.

Although the Group is not aware of any material environmental liabilities with respect to the Conditionally Acquired Sites, in the event the Group is in the future exposed to liabilities or increased costs or limitations on its use or disposal of properties as a result of environmental laws, regulations and standards, this could have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

22. Delays in the deployment of the net proceeds of the Offer allocated to acquire further development land may have a material adverse impact on the Company's financial return profile.

The Group intends to use a portion of the net proceeds of the Offer to expand its land bank by acquiring sites in addition to the Conditionally Acquired Sites. Although the Group has identified the Potential Sites, it does not have binding agreements to acquire any of such sites, it is unknown how long it will take for the Group to invest any or all of the net proceeds allocated for land acquisition on such Potential Sites or other sites, and the Group may not find suitable sites to acquire or be able to purchase them at an acceptable price. The returns that the Group may be able to generate by holding the net proceeds pending deployment in cash or investing them in short term investments would most likely be lower than the returns that the Group would be able to generate from its business. As the Group is unable to begin development and generate sales until it secures land, the longer the period to deploy the net proceeds of the Offer allocated to land purchase, the greater the likelihood that the Group's business, financial condition, results of operations and prospects may be materially adversely impacted.

23. Any costs associated with potential investments that do not proceed to completion may affect the Group's performance.

The Group's business requires it, prior to the consummation of acquisitions, to spend significant time and incur significant costs in identifying suitable development land, investigating and pursuing potential opportunities and negotiating acquisitions on acceptable terms, including in connection with financing, valuations and professional services associated with the sourcing and analysis of suitable development land, and the legal, valuation, accounting and other due diligence activities with respect thereto. The Group also incurs costs in preparing and submitting planning applications and zoning requests. The Group may not be successful in acquiring any given site or obtaining planning permissions or zoning changes. The greater the number of potential investments that do not result in completed developments, the greater the likelihood of an adverse impact of such costs on the Group's business, financial condition, results of operations and prospects.

24. Acquisition of loan assets may not result in the acquisition of the underlying development land, affecting the Group's ability to acquire and develop such land.

To acquire additional land after the Admission, the Group may purchase from NAMA, financial institutions or investment funds loan assets (that is, loans extended by these institutions or other lenders to underlying borrowers) secured by development land in respect of which the underlying borrower is currently in default. Under these arrangements, the Group would not acquire the land itself but rather the benefit under the acquired loan to take ownership of the land upon the borrower's default, including by way of security enforcement (both consensual and nonconsensual). As a result, the Group's ability to access the underlying development land for redevelopment will depend on the ease of enforcement against the development land under the terms of the loan. If it is costly or impossible to enforce under the loan, then the Group may not be able to obtain the development land or may only be able to obtain it at a higher cost than anticipated, leading to a lower profit that could be realised from building on such land. The underlying land may also be worth less than what the Group pays to acquire the loan.

The Group may not able to take ownership of the underlying land (or take ownership in a timely manner) even though it may be entitled to do so by the terms of the acquired loan. For example, insolvency rules could prioritise the claim of another creditor over that of the Group. In lieu of obtaining the land, the Group may seek to recover outstanding amounts on the loan from the borrower but this too may also be limited by insolvency rules or by the borrower's ability to pay. Were the Group to lose all or part of any investment in a loan asset secured on development land, it may experience additional losses (such as legal and professional costs) to protect its position as a creditor with respect to the loan. Any of these factors could have a material adverse impact on the Group's business, financial condition and results of operations.

25. The Group's due diligence may not identify all risks and liabilities in respect of a land acquisition or loan asset.

Prior to entering into an agreement to acquire any development land or loan asset, it is standard practice for the Group to perform due diligence (including with respect to legal, planning, environmental, infrastructure, and financial matters). In doing so, it would typically rely in part on third parties to conduct a significant portion of the work (including providing legal reports on title and property valuations). Due diligence examinations carried out by the Group itself or by third parties on behalf of the Group may not reveal all of the risks associated with development land, or the full extent of liability which may arise from such risks. Development land that the Group acquires, such as the Conditionally Acquired Sites and, potentially, the Potential Sites, as well as other sites identified in the future, may be subject to material defects not apparent at the time of acquisition, including latent environmental liabilities. Such defects may result in the Group's developments being delayed or requiring additional funding or design changes, and in some instances may result in the Group not being able to develop the site in the manner intended or at all. In certain circumstances, the Group may be able to undertake only a limited scope due diligence exercise on proposed land acquisitions, particularly where it acquires assets out of receivership or from administrators or enforcing creditors in the case of the acquisition of loan assets. To the extent the Group or third parties underestimate or fail to identify risks and liabilities associated with an acquisition, the Group may be subject to one or more of the following risks:

• * defects in title including third party rights affecting the property;
• * environmental, structural or operational defects or liabilities which require remediation and/or are not covered by indemnities or insurance;
• * the presence of invasive species or protected species, archaeological finds, historical monuments, protected structures, poor soil or other geological conditions or challenging site topography;
• * an inability to obtain permits enabling the Group to use the asset as intended;
• * development of the property requiring access or rights over third party property;
• * insufficient roads, services or infrastructure existing in order to develop the property or the number of units proposed, or a delay in the provision of same;
• * limitations on the development of the site in the local authority development plan or subsequent changes to the development plan, or the existence of preconditions to development such as the completion of certain infrastructure or the agreement of development plans with adjoining owners or the preparation of a master plan by the local authority;
• * existing structures or developments on the site having structural issues or not being in compliance with planning permissions; or
• * acquiring assets that fail to perform in accordance with expectations.

Furthermore, certain sellers, such as receivers or administrators of assets that have been foreclosed upon or which are part of an insolvency proceeding, may be willing to provide only limited representations and/or warranties, if any, in respect of the asset being sold. For instance, a number of the Conditionally Acquired Sites being acquired from sellers other than TIO RLF are being sold by sellers acting as receivers or administrators. In such instances, the Group may also be unable to conduct its customary due diligence. Other types of sellers may also be willing to provide only limited representations and/or warranties and TIO RLF is providing only limited representations and warranties in connection with the sale of the Conditionally Acquired Sites being acquired from it. If there were a failure in the Group's due diligence processes, its impact may be exacerbated in acquisitions from all of the foregoing types of sellers because the Group would have no recourse against the seller on the basis of the seller violating its representation and/or warranties.

Any of these consequences of a due diligence failure could have a material adverse impact on the Group's business, results of operations, financial condition and prospects.

26. The Group may be exposed to liabilities in relation to construction defects.

Construction defects (including as a consequence of contamination at a site or materials used in the housebuilding process) may occur within developments and may arise many months or years after completion of that development. Although the Group seeks to obtain warranty, guarantee or indemnity protection in its contracts with designers and contractors, and may have arrangements with insurance providers to insure against such risks, it may not be able to obtain adequate protection, or the protection may not cover all risks. In the event that contractors or consultants are liable to the Group following a contractual breach, there can be no guarantee that they will have sufficient funds to pay these amounts. Moreover, significant liabilities may not be identified or may only come to light after the expiry of warranty or indemnity periods. Any claims relating to defects arising on a development attributable to the Group may give rise to contractual or other liabilities, as well as reputational damage. Unexpected levels of expenditure attributable to rectifying defects arising on a development may have a material adverse impact on the levels of return generated from a particular development. In addition, severe or widespread incidence of defects giving rise to unexpected levels of expenditure could, to the extent that insurance or legal redress against contractors does not provide adequate compensation, have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

27. The Group and the housebuilding industry are subject to complex and extensive laws and regulations that are subject to change.

The Group's operations are subject to extensive laws and regulations, including both domestic and supranational laws and administrative requirements and policies which relate to, among other matters, planning, developing, building, land use, local urban regeneration strategy, fire, health and safety, the environment, the provision of human resources and other employment matters.

The impact of the numerous laws, regulations and policies to which the Group is subject can vary substantially on a case-by-case basis, and the regulatory environment in which the Group operates is subject to continuous change. Any changes or variations in the interpretation or application of the regulations, laws or policies under which the Group operates (in particular in relation to building regulations, planning requirements and environmental and sustainability requirements) may adversely affect the Group's ability to develop a site as intended and could cause the Group to incur increased capital expenditure or running costs to ensure compliance with the new applicable laws or regulation. The Group's business is particularly affected by changes to mortgage lending requirements, and any amendment to these rules could result in a decrease in the number of people able or willing to buy the Group's homes.

Furthermore, technical building standards in Ireland are subject to change, and the Group may fail in the future to meet changing requirements which may lead to loss of certification and corresponding reputational harm and lower sales. The variability and uncertainty of building legislation and the need for compliance with, among other things, the EU Energy Performance of Buildings Directive, may pose challenges for the Group, as may the introduction of other rules and standards with which the Group must comply, such as the recent requirement for developers to register with CIRI.

There can be no guarantee that all costs and risks regarding compliance with applicable law and regulation can be identified. New and more stringent laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on the Group's operations. Compliance with such current or future requirements does not ensure that the Group will not be required to incur additional unforeseen expenditures. Moreover, failure to comply with any such requirements could have a material adverse impact on a site owned by the Group, and there can be no assurance that any site will at all times comply with all applicable laws, regulations and permit requirements.

28. Infrastructure and service connections needed to permit the construction of and occupancy in the Group's developments may not be provided on time or at all.

New developments normally require the provision of additional infrastructure, including roads and service connections, such as electricity, water or sewage, which are typically provided by third parties, for or on behalf of government authorities. The developer can be required to contribute to the cost through financial contributions which are a condition of the planning permission (and which are generally payable before or during development). If the requisite infrastructure is not provided on a timely basis or at all or if the services provided are not adequate, the Group may be delayed in commencing or completing construction of a development or not be able to build on the land, or the value of any homes the Group does develop on the land may decline. Any of the foregoing could have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

29. Significant unanticipated costs might arise in relation to the Group's business.

The Group estimates the costs for its developments prior to undertaking them. Such estimates are dependent upon assumptions, estimates and judgments which may ultimately prove to be inaccurate. Unanticipated costs could arise during the course of development for a variety of reasons, including because of (i) changes to the development proposal; (ii) errors and omissions; (iii) unforeseen technical conditions or increases in contractor rates or material costs; (iv) increases in the costs of construction; (v) inadequate contractual arrangements or tendering processes which do not provide for a final and known cost in advance; or (vi) conditions imposed in planning permissions. This risk will be exacerbated by the expansion of the Group's business to encompass the Conditionally Acquired Sites and any other future site acquisitions (including, but not limited to, the Potential Sites), as the Group expects to be estimating the costs for a significantly larger number of projects. Should significant unanticipated costs arise, this could have a material adverse impact on the ultimate profitability of the relevant development and on the Group's business, financial condition, results of operations and prospects.

30. The Group may suffer uninsured losses or suffer material losses in excess of insurance proceeds.

While the Group has insurance coverage through reputable providers, including for public liability, employer's liability, contractor's ''all risks'' liability, engineering and inspection, professional indemnity, business interruption, property, motor, and certain other cover consistent with customary practice in the Irish housebuilding industry, claims may be made against the Group which are not covered by its insurance or which exceed applicable coverage limits. Moreover, as the Group expands its business, the Group may not be able to obtain desired levels of insurance cover on acceptable terms, or at all. In addition, certain types of risks may be, or may become, either uninsurable or not economically insurable, or may not be currently or in the future covered by the Group's insurance policies. In circumstances where the Group is unable to use a site as planned following any uninsured loss, it might also remain liable for any debt or other financial obligation related to the affected property and may also have to sell it for less than the original acquisition price. Any of the foregoing could have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

31. The Group could be subject to claims by buyers or other third parties following the sale of its homes or in connection with the development process.

As a housebuilder, the Group is exposed to claims and legal proceedings as the result of a wide range of events, including: (i) actual or alleged deficiencies in its execution of construction projects (including relating to the design, installation or repair of structures); (ii) defects in the building materials the Group uses or transports; (iii) deficiencies in the goods and services provided by suppliers or contractors used by the Group; (iv) non-performance of obligations owed to landowners for whom the Group may act as a developer in a joint venture or otherwise (including obligations to promote land through the planning process); (v) the conveyance of defective property title or property mis-description (including as a result of information provided to sales agents); (vi) as a result of damage to or by construction or other site equipment; and (vii) delays in carrying out developments or performing obligations owed to buyers and other parties. In addition, accidents, injuries or damage at, or relating to, one of the Group's ongoing or completed projects or sales transactions resulting from the Group's actual or alleged negligence could result in significant liability, civil and criminal claims, as well as reputational harm, especially if public safety is impacted. Any claims, litigation or continuing obligations may subject the Group to unanticipated costs and negative publicity and may require the Group to devote considerable time to dealing with them. The Group's exposures may not be insurable or could exceed the Group's insurance limits and the revenue the Group generates.

The Group is exposed to claims by buyers in relation to its homes, relating to, among other things, contractual disputes, which could result in the Group having to undertake remedial action and/or pay damages, and could also cause reputational damage to the Group, especially where claims affect multiple houses or are for significant amounts. The Group may be required to pay damages (including but not limited to litigation costs) to a buyer to the extent that any representations or warranties given to a buyer prove to be inaccurate or to the extent that the Group breaches any of its covenants or obligations contained in the sale documentation. In certain circumstances, it is possible that representations and warranties incorrectly given could give rise to a right by the buyer to rescind the contract in addition to the payment of damages. Although the Group may choose to establish a warranty reserve in connection with sales and maintains general liability insurance and contractor all risk insurance, these may not be sufficient to cover all warranty, construction defect, mis-description and other claims for which the Group may be held liable.

Any of the foregoing could have a material adverse impact on the Group's business, results of operations, financial condition and prospects.

32. The construction of new developments involves health and safety risks.

The housebuilding industry poses certain health and safety risks, and building sites are inherently dangerous. A significant health and safety incident at one of the Group's developments or general deterioration in the Group's health and safety standards could put the Group's employees, contractors and/or the general public at risk as well as leading to significant penalties, claims for personal injury or damage to the Group's reputation. Any failure in health and safety performance or compliance, including any delay in responding to changes in health and safety regulations, may result in financial and/or other penalties and a major or significant health and safety incident may be costly in terms of potential monetary liabilities. Additionally, changes in health and safety regulations may impose additional costs and obligations requiring increased capital expenditure by the Group to ensure compliance. Any of the foregoing could have a material adverse impact on the Group's business, financial condition, result of operations and prospects.

33. Severe weather conditions or natural or man-made disasters could delay and/or damage the construction of homes or increase costs for new homes in affected areas.

The occurrence of severe weather conditions or natural disasters, such as flooding or fires, or man-made disasters, such as arson, can delay and/or damage the construction and delivery of new homes and increase costs. Severe weather conditions and natural disasters can also cause a reduction or delay in the availability of materials in affected areas, as well as fluctuations in pricing of such materials. As all of the Conditionally Acquired Sites are, and any future sites the Group acquires are expected to be, primarily concentrated in the Greater Dublin Area, any natural or man-made disasters affecting the Greater Dublin Area could impact the Group disproportionately. Any losses the Group suffers as a result of severe weather or natural or man-made disasters may be uninsured or underinsured. Any of the foregoing could have a material adverse impact on the Group's business, financial condition and result of operations.

34. Information technology failures or data security breaches could harm the Group's business.

The Group uses information technology to perform operational and marketing activities and to maintain its business records. The Group does not currently have a dedicated information technology team. The Group uses internal and external back-up systems under the supervision of third-party service providers pursuant to agreements that specify certain security and service level standards. The Group's computer systems, including its back-up systems and those of the Group's service providers, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, fraud, identity theft, process failures, terrorist acts, natural disasters, usage errors by employees or contractors, computer hacking attacks, malicious employee acts and other related risks. The Group intends to upgrade its information technology and related processes, which may result in disruptions to its existing infrastructure. A significant or extended disruption of, or breach of security of, or failure of, the Group's or its third-party service providers' information technology systems may disrupt the Group's operations, damage the Group's reputation and cause it to lose customers, sales and revenue, result in misappropriation or loss of proprietary, personal and confidential information and require the Group to incur significant expense to remediate or otherwise resolve these issues. Any security or privacy breach of the information technology systems may also expose the Group to liability and regulatory scrutiny.

35. The Group could be materially adversely affected by the UK's withdrawal from the EU.

On 29 March 2017, the UK government notified the European Council of the UK's intention to withdraw from the EU. The precise timing and the manner of the UK's withdrawal from the EU and the terms of the successor arrangements between the UK and the EU are currently unknown and may not become clear for some time.

There is considerable uncertainty surrounding the impact of the UK's withdrawal from the EU on Ireland, including the potential impact on economic conditions and the relationship between Ireland and Northern Ireland, which could be negative and significant. The uncertainty may result in reduced investment in Ireland, delays in capital expenditure decisions by businesses and unwillingness by financial institutions to lend money to homebuyers or property developers such as the Group. Such volatility and uncertainty may persist or worsen during the period of negotiations as to terms of the UK's departure from the EU and the terms of the UK's future relationship with the EU.

Withdrawal could, among other outcomes, disrupt the free movement of goods, services, capital and people between the UK and Ireland and undermine bilateral cooperation in key policy areas, as well as significantly disrupt trade. The UK is among Ireland's largest export markets in Europe and approximately a quarter of Irish imports of goods are from the UK (Source: CSO: Brexit, Ireland and the UK in Numbers, December 2016). Ireland would not be able to negotiate bilateral trade agreements with the UK under current EU rules and would therefore be affected by the terms, if any, which the EU may agree with the UK. Accordingly, the risks are likely to be most pronounced for sectors that depend on trade with the UK.

By affecting Irish businesses, the UK's withdrawal from the EU may lead to a rise in unemployment, a decline in consumer businesses and losses in real income in Ireland, which would, in turn, affect the Irish residential housing market.

Any or all of these factors could have a material adverse impact on the Group's business, financial condition, results of operations and prospects.

36. Future changes in tax legislation may adversely affect the Group.

Any change in tax legislation, including, but not limited to, the imposition of new taxes or increases in tax rates, or any change in the tax treatment of assets or liabilities held by the Group (and any change in the interpretation of legislation or current practice) may have a material adverse impact on the Group's financial condition, business, prospects or results of operations. In particular, an increase in the rates of stamp duty in Ireland could have a material adverse impact on the price at which Irish development land can be acquired, and the affordability of homes, and therefore on property values and house prices. Moreover, changes in tax legislation which impact the attractiveness of owning a home compared to renting a home could lead to a decrease in demand for homes constructed by the Group.

Risks relating to the Offer and the Ordinary Shares

1. The price of the Ordinary Shares may fluctuate significantly and investors could lose all or part of their investment.

The share price of listed companies can be highly volatile. The market price for the Ordinary Shares could fluctuate significantly in response to many factors (including those referred to in these Risk Factors), as well as stock market fluctuations unrelated to the trading performance of the Group, legislative changes and general economic, political or regulatory conditions. The Offer Price may not be indicative of prices that will prevail in the trading market and investors may not be able to resell the Ordinary Shares at or above the price they paid.

2. The Ordinary Shares have not previously been publicly traded, and an active and liquid market for the Company's shares might not develop.

Prior to Admission, there has been no public market for the Ordinary Shares. Following Admission, an active trading market for the Ordinary Shares may not develop and become established. If an active trading market is not developed or maintained, the liquidity and trading price of the Ordinary Shares may be adversely affected.

1. It is possible that the Company will be treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for its taxable year that includes the date of Admission and for subsequent taxable years. Such classification could result in adverse U.S. federal income tax consequences to U.S. investors.

For reasons described in detail under the heading ''Passive Foreign Investment Company Considerations'' in the ''United States Taxation'' section of Part IX ''Taxation'' of this Prospectus, it is possible that the Company will be treated as a PFIC for its taxable year that includes the date of Admission, and for subsequent taxable years. Unless a U.S. Shareholder (as defined in the ''United States Taxation'' section of Part IX ''Taxation'') makes one of the elections described under the heading ''Passive Foreign Investment Company Considerations'' in the ''United States Taxation'' section of Part IX ''Taxation'', which may or may not be available depending on circumstances not entirely within the Company's or such U.S. Shareholder's control, such U.S. Shareholder may be subject to adverse U.S. federal income tax consequences on distributions with respect to the Ordinary Shares to the extent the distributions are ''excess distributions,'' which are generally distributions in excess of a normal rate of distribution as calculated for PFIC purposes. Gain realised on the sale or other disposition of the Ordinary Shares would generally not be treated as capital gain, but rather would be treated as if such U.S. Shareholder had realised such gain and certain ''excess distributions'' rateably over the holding period for the Ordinary Shares and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. Partial redemptions would also be treated as excess distributions. No representation is made with respect to the Company's status as a PFIC for the taxable year that includes the date of Admission or any subsequent taxable year. In addition, the Company does not intend to prepare and provide information necessary for ''qualified electing fund'' elections and makes no representation as to the availability of ''mark to market'' elections that may mitigate the consequences of the Company being a PFIC to any U.S. investor. Prospective U.S. Shareholders of Ordinary Shares are urged to consult their own U.S. tax advisers regarding the potential application of the PFIC rules. For more information on the U.S. federal income tax consequences of the Ordinary Shares being treated as stock of a PFIC, see ''Passive Foreign Investment Company Considerations'' in the ''United States Taxation'' section of Part IX ''Taxation'' of this Prospectus.

4. Substantial future issuances of Ordinary Shares and the conversion of Founder Shares could impact the market price of Ordinary Shares and dilute Shareholders' shareholdings.

Other than in connection with: (i) the Offer; (ii) the issue of the Consideration Shares; (iii) the Bridgedale Individuals Offer; (iv) Ordinary Shares to be issued in a connection with any long term incentive plan which is adopted by the Company following Admission, as described in section 7.5 of Part X ''Additional information''; and (v) Ordinary Shares to be issued to certain of the Directors, as described in section 6.2 of Part X ''Additional Information'', the Company has no current plans for any additional issuances of Ordinary Shares. However, it is possible that the Company may decide to issue additional Ordinary Shares in the future to finance the acquisition of further sites for development and for the construction itself, or as consideration for future acquisitions. Further, holders of Founder Shares have the right for a period of 5 years to convert their Founder Shares into Ordinary Shares if the Performance Condition is satisfied. Any future issue of Ordinary Shares could, and any conversion of Founder Shares into Ordinary Shares would, dilute existing Shareholders' percentage shareholdings. The Companies Act 2014 provides for pre-emptive rights in respect of equity issuances by the Company for cash to be granted to its existing Shareholders, unless such rights are disapplied by shareholder resolution. As at the date of this Prospectus, preemption rights have been disapplied to cover: (i) the issue of an aggregate of 614,677,000 Ordinary Shares to facilitate the Offer and the issue of the Consideration Shares; (ii) the issue of an aggregate of 121,000 Ordinary Shares to facilitate the Bridgedale Individuals Offer; (iii) the issue of 2,250,000 Ordinary Shares to certain of the Directors; and (iv) the issue of up to the lower of (a) 50,000,000 Ordinary Shares and (b) 10 per cent. of the issued ordinary share capital of the Company at close of business on the day of Admission (together with any Ordinary Shares that may be issued following Admission pursuant to the Over-allotment Option). A future issuance, or the perception that such issuance could occur, could adversely affect the market price of Ordinary Shares and make it more difficult for Shareholders to sell their Ordinary Shares at a time and price which they deem appropriate.

5. Future sales of Ordinary Shares by OCM and/or the Founders may depress the price of the Ordinary Shares.

Future sales or the availability for sale of a substantial number of the Ordinary Shares in the public market could adversely affect the prevailing market price of the Ordinary Shares and could also impair the Company's ability to raise capital through future issues of Ordinary Shares. Following Admission, OCM and the Founders will hold significant shareholdings in the Company. OCM will hold Ordinary Shares. Each of the Founders will hold (directly or indirectly) both Founder Shares and Ordinary Shares. The interests of OCM and/or the Founders may not be aligned with those of other Shareholders and/or investors. OCM is subject to lock-up restrictions for a period ending 180 days from the date of Admission, subject to certain exceptions. Furthermore, the Founders are subject to lock-up restrictions in respect of Ordinary Shares resulting from conversion of Founder Shares for, in respect of 50 per cent. of such Ordinary Shares, a period ending 365 days from the date of conversion of the relevant Founder Shares and, in respect of the remaining 50 per cent. of such Ordinary Shares, for a period ending 730 days from the date of conversion of the relevant Founder Shares, subject to certain customary exceptions. In addition, John Mulcahy and Durrow Ventures (together with Justin Bickle) are subject to lock-up restrictions in respect of the Ordinary Shares that they have agreed to subscribe for independently of the Offer but at the Offer Price for the period ending 180 days from the date of Admission, subject to certain customary exceptions, and Stephen Garvey is subject to lock-up restrictions in respect of the Ordinary Shares issued to him as Consideration Shares for a period ending 365 days from the date of Admission, subject to certain customary exceptions. Following expiry of the respective lock-up periods or if an exception may be utilised, OCM and/or the Founders may sell (or procure the sale of) Ordinary Shares in the public or private market. If OCM and/or the Founders were to sell (or procure the sale of) Ordinary Shares in the public market, the market price of the Ordinary Shares could be adversely affected. Sales by OCM and/or the Founders (directly or indirectly) could also make it more difficult for the Company to sell equity securities in the future at a time and price that it deems appropriate. The sale of a significant number of Ordinary Shares in the public market, or the perception that such sales may occur, could materially affect the market price of the Ordinary Shares and could also impede the Company's ability to raise capital through the issue of equity securities in the future.

In particular, OCM's Lock-up Agreement provides an exception to the lock-up which would permit (i) OCM to enter into a margin loan facility and related security documentation with Credit Suisse or its affiliates following Admission using all of its Ordinary Shares as security; and (ii) Credit Suisse or its relevant affiliate, as lender under such margin loan facility, to appropriate or transfer all or part of the Ordinary Shares provided by OCM as security for the margin loan facility in connection with an enforcement following a default under the facility. Although no agreement with respect to such margin loan facility has yet been entered into, in the event such a facility is entered into and OCM defaults under this facility, any subsequent enforcement by Credit Suisse or its affiliates of any security interest over Ordinary Shares granted by OCM to Credit Suisse or its affiliates under such margin loan facility would reduce OCM's shareholding and may have a negative impact on the market price of the Ordinary Shares.

6. An investment in Ordinary Shares by an investor whose principal currency is not the euro may be affected by exchange rate fluctuations.

The Ordinary Shares are, and any dividends to be paid on them will be, denominated in euro. An investment in Ordinary Shares by an investor whose principal currency is not the euro exposes the investor to foreign currency exchange rate risk. Any depreciation in the value of the euro in relation to such foreign currency will reduce the value of the investment in the Ordinary Shares or any dividends in relation to such foreign currency.

7. Irish law governs the rights of holders of Ordinary Shares and these rights may differ from the rights of Shareholders in other jurisdictions.

The Company is incorporated under the laws of Ireland. The rights of holders of Ordinary Shares are governed by Irish law, including the Companies Act 2014, and by the Articles and certain laws of the EU. These rights differ in certain respects from the rights of shareholder corporations incorporated in other jurisdictions, including in the United States. As a result, it may be difficult for investors outside Ireland to serve process on or enforce foreign judgments against the Company. In particular, Irish law significantly limits the circumstances under which shareholders in Irish companies may bring derivative actions. In addition, Irish law does not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a U.S. corporation.

8. U.S. and other non-Irish holders of Ordinary Shares may be unable to exercise pre-emption rights attaching to their Ordinary Shares.

In the case of equity issuances by the Company for cash, existing holders of Ordinary Shares are generally entitled to pre-emption rights to subscribe for such shares, unless shareholders waive such rights by a resolution at a shareholders' meeting. However, securities laws of certain jurisdictions may restrict the Company's ability to allow participation by shareholders in future offerings. In particular, U.S. holders of ordinary shares in Irish companies are customarily excluded from exercising any such pre-emption rights unless a registration statement under the Securities Act covering such shares is effective or an exemption from the registration requirements thereunder is available. The Company does not intend to file any such registration statement. An exemption from the registration requirements of the Securities Act, or an exemption from equivalent applicable non-U.S. securities laws, may not be available to enable U.S. or other non-Irish holders to exercise such pre-emption rights or, if available, the Company may not utilise any such exemption.

EXPECTED TIMETABLE FOR THE OFFER AND ADMISSION

Publication of this Prospectus and results of Offer announced	10 October 2017
Conditional dealings in Ordinary Shares commence on the Irish Stock Exchange and London Stock Exchange	8.00 a.m. on 10 October 2017
Admission becomes effective and unconditional dealings in Ordinary Shares commence on the Irish Stock Exchange and the London Stock Exchange	8.00 a.m. on 13 October 2017
Expected date for CREST accounts to be credited (where applicable)	13 October 2017
Despatch of definitive share certificates (where applicable)	week commencing 16 October 2017

All references to a time of day are to Dublin time. Each of the times and dates in the above timetable is indicative only and subject to change. In the event of any change to the timetable set out above, details of the new times and dates will be announced through a Regulatory Information Service.

OFFER STATISTICS

Offer Price per Ordinary Share	e1.00
Number of Offer Shares being issued under the Offer	500,000,000(1)
Number of Ordinary Shares to be issued as Consideration Shares	114,677,000(2)
Number of Ordinary Shares to be issued under the Bridgedale Individuals Offer	121,000(2)
Number of Ordinary Shares to be issued to certain Directors pursuant to separate subscription arrangements	2,250,000(2)
Number of Offer Shares subject to the Over-allotment Option	50,000,000
Number of Ordinary Shares in issue at Admission	617,049,000(1)(3)
Percentage of Enlarged Share Capital represented by Offer Shares	81 per cent.(1)
Gross proceeds of the Offer	e500,000,000(1)
Estimated net proceeds of the Offer receivable by the Company	e477,644,261(1)
Market capitalisation of the Company at the Offer Price at Admission	e617,049,000(1)(3)

⁽¹⁾ Assuming there is no exercise of the Over-allotment Option

⁽²⁾ Ordinary Shares to be issued at the Offer Price, independently of the Offer

⁽³⁾ Including: (i) the Offer Shares; (ii) the Consideration Shares; (iii) Ordinary Shares issued pursuant to the Bridgedale Individuals Offer; (iv) Ordinary Shares issued to certain of the Directors pursuant to subscription arrangements (as set out in section 6.2 of Part X ''Additional Information''); and (v) 1,000 existing Ordinary Shares

DIRECTORS, OFFICERS AND ADVISERS

Directors	John Mulcahy (Executive Chairman) Justin Bickle (CEO) Stephen Garvey (COO) Lady Barbara Judge, CBE (Senior Independent Non-Executive Director) Robert Dix (Independent Non-Executive Director) Richard Cherry (Independent Non-Executive Director) Caleb Kramer (Non-Executive Director)
Company Secretary & Head of Investor Relations Designate	Chloe McCarthy
Registered Office	25-28 North Wall Quay Dublin 1 D01 H104 Ireland
Joint Global Co-ordinator and Sponsor	J & E Davy Davy House 49 Dawson Street Dublin 2 Ireland
Joint Global Co-ordinator	Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4QJ United Kingdom
Reporting Accountants and Auditors	KPMG 1 Stokes Place St Stephen's Green Dublin 2 Ireland
Lawyers to the Company as to Irish law	A&L Goodbody IFSC North Wall Quay Dublin 1 Ireland
Lawyers to the Company as to English law	Slaughter and May One Bunhill Row London EC1Y 8YY United Kingdom
Lawyers to the Company as to U.S. law	Paul, Weiss, Rifkind, Wharton & Garrison LLP Alder Castle 10 Noble Street London EC2V 7JU United Kingdom
Lawyers to the Joint Global Co-ordinators and Sponsor as to Irish law	William Fry 2 Grand Canal Square Grand Canal Dock Dublin 2 Ireland

Lawyers to the Joint Global Co-ordinators and Sponsor as to English and U.S. Law	Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA United Kingdom
Registrars	Computershare Investor Services (Ireland) Limited Heron House Corrig Road Sandyford Industrial Estate Dublin 18 Ireland
Valuers	Knight Frank (registered business name of HT Meagher O'Reilly Unlimited) 20-21 Upper Pembroke Street Dublin 2 Ireland
	Lisney 1st Floor Montgomery House 29-33 Montgomery Street Belfast, Northern Ireland BT1 4NX

PRESENTATION OF INFORMATION

1. Notice to Prospective Investors

Prospective investors should rely only on the information in this Prospectus when deciding whether to invest in the Ordinary Shares. No person has been authorised to give any information or to make any representations other than those contained in this Prospectus in connection with the Offer and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors or the Joint Global Co-ordinators. No representation or warranty, express or implied, is made by the Joint Global Co-ordinators as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Joint Global Co-ordinators or selling agent as to the past, present or future. Without prejudice to any obligation of the Company to publish a supplementary prospectus, neither the delivery of this Prospectus nor any subscription or sale made under this Prospectus shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the Group taken as a whole since the date hereof or that the information contained herein is correct as of any time subsequent to its date.

The Company will update the information provided in this Prospectus by means of a supplement hereto if a significant new factor, material mistake or inaccuracy relating to this Prospectus occurs or arises prior to Admission that may affect the ability of prospective investors to make an informed assessment of the Offer. This Prospectus has been approved, and any supplement hereto will be subject to approval, by the Central Bank of Ireland and will be made public in accordance with the Prospectus Rules. If a supplement to the Prospectus is published prior to Admission, investors shall have the right to withdraw their subscriptions made prior to the publication of such supplement. Such withdrawal must be done within the time limits set out in the supplement (if any) (which shall not be shorter than two clear Business Days after publication of such supplement).

The contents of this Prospectus are not to be construed as legal, financial, business or tax advice. Each prospective investor should consult his or her own lawyer, financial adviser or tax adviser for legal, financial or tax advice in relation to any purchase or proposed purchase of the Ordinary Shares. Each prospective investor should consult with such advisers as needed to make its investment decision and to determine whether it is legally permitted to hold Ordinary Shares under applicable legal, investment or similar laws or regulations. Investors should be aware that they may be required to bear the financial risks of any investment in Ordinary Shares for an indefinite period of time.

This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Directors, the Joint Global Co-ordinators or any of their respective representatives that any recipient of this Prospectus should subscribe for or purchase the Ordinary Shares.

Prior to making any decision whether to purchase any Ordinary Shares, prospective investors should ensure that they have read this Prospectus in its entirety and, in particular, the section entitled ''Risk Factors'', and not just rely on key information or information summarised in it. In making an investment decision, prospective investors must rely upon their own examination of the Company and the terms of this Prospectus, including the merits and risks involved. Any decision to purchase Ordinary Shares should be based solely on this Prospectus.

Investors who purchase Ordinary Shares in the Offer will be deemed to have acknowledged that: (i) they have not relied on the Joint Global Co-ordinators or any person affiliated with either of them in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; (ii) they have relied solely on the information contained in this Prospectus; and (iii) no person has been authorised to give any information or to make any representation concerning the Group or the Ordinary Shares (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, the Directors or the Joint Global Coordinators.

None of the Company, the Directors, or the Joint Global Co-ordinators or any of their representatives is making any representation to any offeree or purchaser of the Ordinary Shares regarding the legality of an investment by such offeree or purchaser.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Global Coordinators by the Central Bank of Ireland, the FCA or FSMA or the regulatory regime established thereunder, the Joint Global Co-ordinators do not accept any responsibility whatsoever, and make no representation or warranty, express or implied, for the contents of this Prospectus, including its accuracy, completeness or for any other statement made or purported to be made by them or on behalf of them, the Company, the Directors or any other person, in connection with the Company, the Ordinary Shares or the Offer and nothing in this Prospectus shall be relied upon as a promise or representation in this respect, whether as to the past or the future. The Joint Global Coordinators accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of this Prospectus or any such statement.

In connection with the Offer, each of the Joint Global Co-ordinators and any of their respective affiliates, acting as an investor for its or their own account(s), may acquire Ordinary Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their or its own account(s) in Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in this Prospectus to the Ordinary Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, dealing or placing by, the Joint Global Co-ordinators and any of their respective affiliates acting as an investor for their own account(s). The Joint Global Coordinators do not intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligations to do so.

The Joint Global Co-ordinators and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company, for which they would have received customary fees. The Joint Global Co-ordinators and any of their respective affiliates may provide such services to the Company and any of its affiliates in the future.

2. Interpretation

Certain terms used in this Prospectus, including all capitalised terms and certain technical and other items, are defined and explained in Part XI ''Definitions and glossary''.

References to the singular in this Prospectus shall include the plural and vice versa, where the text requires. Any references to time in this Prospectus are to Dublin times unless otherwise stated.

The language of the Prospectus is English. Certain legislative references and/or technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.

3. Presentation of financial information

The Group presents in this Prospectus the following audited financial information prepared in accordance with IFRS:

• * historical financial information of BDHL as of and for the years ended 31 December 2014, 31 December 2015 and 31 December 2016 and as of and for the six months ended 30 June 2017 (together with a comparison against the unaudited historical financial information of BDHL as of and for the six months ended 30 June 2016);
• * historical financial information of BCL as of and for the years ended 31 December 2014, 31 December 2015 and 31 December 2016 and as of and for the six months ended 30 June 2017 (together with a comparison against the unaudited historical financial information of BCL as of and for the six months ended 30 June 2016);
• * historical financial information of Greystones Devco as of and for the period ended 31 December 2015 and year ended 31 December 2016 and as of and for the six months ended 30 June 2017 (together with a comparison against the unaudited historical financial information of Greystones Devco as of and for the six months ended 30 June 2016); and
• * historical financial information of the Company for the period from its incorporation on 9 August 2017 to 24 August 2017.

The Company was incorporated on 9 August 2017 as a private limited company and was reregistered as a public limited company on 13 September 2017 for purposes of the Offer and Admission. The Company has a limited trading history and has not otherwise than for the Prospectus prepared or filed accounts to date. Following Admission, the Company will be the ultimate holding company for the Group and will prepare and publish its financial statements on a consolidated basis. KPMG, whose address is 1 Stokes Place, St Stephen's Green, Dublin 2, Ireland has been appointed as the auditors of the Company and has been the only auditor of the Company since its incorporation.

All financial statements of the Group to be prepared following Admission are expected to be prepared in accordance with IFRS and, unless otherwise indicated, the financial information in this Prospectus has been prepared in accordance with IFRS. In making an investment decision, investors should rely upon their own examination of the terms of the Offer and the financial information contained in this Prospectus.

The preparation of financial statements in conformity with IFRS requires the Group to use certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying its accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are described in Part V ''Historical financial information'' and section 15 of Part IV ''Operating and financial review''.

As noted above, the Group intends to prepare its consolidated financial statements in accordance with IFRS and the historical financial information included in this Prospectus has, unless otherwise indicated, been prepared in accordance with IFRS, which differs in various significant respects from accounting principles generally accepted in the United States (''U.S. GAAP''). Moreover, the historical financial information included in this Prospectus would not comply with certain requirements of the SEC applicable to financial information included in reports filed with the SEC by domestic registrants. In making an investment decision, investors should rely upon their own examination of the terms of the Offer and the financial information contained in this Prospectus. Investors should consult their own professional advisors for an understanding of the differences between IFRS on one hand and U.S. GAAP on the other hand, and how those differences could affect the financial information contained in this Prospectus.

The Group presents in this Prospectus an unaudited pro forma statement of net assets of the Company as of 24 August 2017, which has been prepared for the purpose of illustrating the effect of the consummation of the Offer and the transactions expected to occur in connection with Admission on the Company's net assets as if the foregoing had taken place on 24 August 2017. The unaudited pro forma statement of net assets of the Company has been prepared for illustrative purposes only and, due to its nature, does not represent the Company's financial condition at such date or as of any other date.

Financial information for TIO RLF (in the form of non-statutory financial statements) for the period from 1 January 2014 to 30 June 2017 is presented in Part XIII. This information has been sourced from TIO RLF. TIO RLF is the owner of 14 of the Conditionally Acquired Sites which the Group has agreed to acquire upon Admission. In addition, the Group has undertaken development of homes on certain of these sites on behalf of TIO RLF and four of the Conditionally Acquired Sites to be acquired from TIO RLF will represent all of the Group's live sites (being sites upon which development has begun) post Admission. The Group will not acquire TIO RLF or any share capital of TIO RLF, or any other assets of TIO RLF other than the 14 Conditionally Acquired Sites. Please refer to paragraph 10 of the section of this Prospectus entitled ''Risk Factors'' (''The Company is recently formed and has no trading history of its own, and the historical financial information included and discussed in this Prospectus, as well as the financial information provided for TIO RLF in this Prospectus, is not representative of the Group's future results.'') for a summary of certain risks relating to the financial information in Part XIII.

4. Market, economic and industry data

Where third-party information has been used in this Prospectus, the source of such information has been identified.

The Group confirms that all such data contained in this Prospectus has been accurately reproduced and, so far as the Group is aware and able to ascertain from information published by that third-party, no facts have been omitted that would render the reproduced information inaccurate or misleading.

5. Presentation of key performance metrics

The Company presents certain performance data in this Prospectus. Such data may not be comparable to similarly titled data presented by other companies. While the method of calculation may differ across the Group's industry, the Group believes that such data are important in understanding the Group's performance. These performance data are not intended to be, and should not be taken as, a substitute for any IFRS measure of performance. The data are based exclusively on the Company's estimates, are not part of the Group's financial statements and have not been audited or otherwise reviewed by outside auditors, consultants or experts.

Gross Development Value (GDV)

GDV is a metric the Group uses with respect to its land bank. GDV is the Group's estimate of the development value of the land, being the Directors' estimates of total revenue which could potentially be generated from that development and is based solely on assumptions of the Group. GDV is calculated by multiplying the number of units the Group expects to sell on a given site by the average estimated sales price of each unit inclusive of VAT at 13.5 per cent.

In respect of sites which have planning permission for residential development, GDV is determined as at a particular date on the assumption that the relevant development is constructed in accordance with the planning permission obtained. In respect of sites for which planning permission for residential development is being sought or will be sought in the future, and unzoned sites in its land bank, GDV is determined as at a particular date on the assumption that the relevant development is constructed in accordance with the Group's development plans for the land (which could change as a response to the planning process or other factors as the Group will not yet have obtained planning consent or will be seeking amendments to the planning consent for the land). In all cases, GDV is also determined on the assumption that the units in the development are sold at the average estimated sales values for the relevant geographic area and unit type taking account of any relevant affordable housing legislation. The Group is required to allocate 10 per cent. of the units on its developments of 10 or more units to social housing and there is no option to pay a financial contribution instead.

In determining an average estimated sales value for development, the Group will first use its own sales figures for the relevant geographic area. Where the Group has had no pre-existing sales in an area, the Group will analyse regional second-hand and new home sales data, giving regard to factors such as the age and size of the properties sold. The Group will then engage up to three estate agents to price the Group's development and will take those valuations into account when determining the average sales value. The Group intends to review the average sales price of units at sites following the completion of sales of each individual phase of a site. Where average estimated sales prices achieved in a given phase are higher or lower than the average sales price anticipated and used for the purpose of calculating GDV at the relevant site, the Group may adjust expected average sales prices up or down in subsequent phases of that site and subsequently revise its GDV for the site accordingly.

In calculating GDV, the Group makes a reasonable projection as to the period during which it expects to sell all of the homes on a given site. The GDV figures used in this Prospectus assume a house price inflation rate of 5.0 per cent. per annum.

GDV is only an estimate as at a given date (and not a management forecast), reflecting what revenues the Group may be able to achieve as at the date of the estimate were its developments to be completed as planned and sold at the then assumed sales values per unit. GDV for each development may materially change in the future based on a number of factors, such as changes in demand and open market prices, changes in legislation governing affordable housing, changes in the design of the relevant development and the number of open market and affordable housing units in it, the terms of the actual planning consents obtained and general economic conditions. The estimate may not be accurate and there is no certainty that it indicates actual future receipts from the developments. GDV is focused solely on the possible receipts from the development and does not include cost items such as estimated costs of sale and general Group expenses. As a result, GDV should not be taken as an indication of actual future returns on development or the Group's financial prospects. All GDV figures used in this Prospectus are estimated by the Group as at the Latest Practicable Date, unless otherwise specified.

Internal Rate of Return (IRR)

IRR is a rate of return used to measure and compare the profitability of investments. IRR was a key metric used to measure the performance of the Group's constituent components prior to Admission and the Group will continue to use target IRR as a metric for evaluating individual projects and developments. However, once the Group achieves scale (that is, developing at least 1,000 units per year) it intends to measure its performance on a Group-wide basis primarily by ROCE.

The IRR on an investment or project is the annualised effective compounded return rate or rate of return that makes the net present value of all estimated cash flows (both positive and negative) from a particular investment equal to zero.

IRR calculations are commonly used to evaluate the desirability of investments or projects. The higher a project's IRR, the more desirable it is to undertake the project. Assuming all projects require the same amount of up-front investment and have identical risk profiles, the project with the highest IRR would typically be considered the best and undertaken first.

In calculating target IRRs in this Prospectus, the Group has assumed build cost inflation of 4.0 per cent. per annum and house price inflation of 5.0 per cent. per annum.

Target IRR is only an estimate as at a given date, reflecting the rate of return on an investment or development project that the Group may be able to achieve as at the date of the estimate. As such, it is not an indicator of the Group's performance and it should not be taken as an indication of returns that will be achieved by Shareholders. All IRR figures used in this Prospectus are estimated by the Group as at the Latest Practicable Date, unless otherwise specified.

References to IRR should not be taken as an indication of actual future profitability of the Group's land bank or investments.

Gross margin

Gross margin is a metric designed to demonstrate the difference between the purchase price of a development and its construction and development costs. The Group calculates estimated gross margin by subtracting the costs it has incurred or estimates it will incur in developing a site (including the construction costs and the selling costs) from the GDV of a site and then dividing that number by the GDV of the site and expressing the result as a percentage. The Group does not take into account its general and administrative costs and expenses in calculating its gross margins. The calculation of gross margin also does not reflect tax costs and finance costs.

In calculating estimated gross margins in this Prospectus, the Group assumes a build cost inflation of 4 per cent. per annum and a house price inflation of 5 per cent. per annum.

With respect to developments that are not yet complete, gross margin is only an estimate as at a given date, reflecting the rate of return on a development project that the Group believes that it may be able to achieve as at the date of the estimate. As such, it is not an indicator of the Company's performance and it should not be taken as an indication of returns that will be achieved by Shareholders. All estimated gross margin figures used in this Prospectus are estimated by the Group as at the Latest Practicable Date, unless otherwise specified. References to estimated gross margin should not be taken as an indication of the actual value or actual future profitability of the Group's land bank, investments or developments.

ROCE

The Group considers ROCE to be a key performance indicator to measure the Group's performance and it is expected to be the principal profitability metric at the Group level once the Group achieves scale. The Group believes that ROCE is the best measure of the Group's ability to generate profits from its asset base in a capital efficient manner.

At the Group level, for any given period, ROCE will be calculated as operating profit divided by average capital employed, where operating profit is earnings before interest and tax and where capital employed is calculated as (i) net assets plus (ii) financial indebtedness, less (iii) cash and intangible assets.

At the individual site level, ROCE will be calculated as gross profit from the site divided by the annualised average of the monthly capital employed for the site over the entire duration of its development.

The performance factors that affect gross margins and IRRs also affect ROCE. ROCE should not be taken as an indication of returns that will be achieved by Shareholders.

Other targets

Certain targets in addition to ROCE, gross margin and IRR that the Group will seek to achieve are presented in this Prospectus, including average selling prices. These average selling prices are indicative only, not intended to be a profit forecast and should not be interpreted as such. In setting these targets, the Group assumes that these prices are net of VAT, that the house price inflation will be 5 per cent. per annum, and that the build cost inflation will be 4 per cent. per annum, and weighs the average selling price by the number of units per site. These targets relate to future circumstances that, by their nature, involve risk and uncertainties, and may not be achieved.

6. Rounding

Certain data in this Prospectus, including financial, statistical, and operating information, has been rounded. As a result of the rounding, the totals of data presented in this Prospectus may vary slightly from the actual arithmetic totals of such data. Percentages in tables have been rounded and accordingly may not add up to 100 per cent.

In addition, certain percentages presented in the tables in this Prospectus reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

7. Currency presentation

Unless otherwise indicated, all references to the ''euro'' or ''e'' are to the lawful currency of the EU (as adopted by certain member states). All references to ''U.S. dollars'' or ''U.S.\$'' are to the lawful currency of the United States. The Company prepares its financial statements in euro.

8. Information regarding forward-looking statements

This Prospectus includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''forecasts'', ''plans'', ''projects'', ''anticipates'', ''prepares'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology. Forward-looking statements include statements regarding the Group's strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include, but are not limited to, statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, prospects, growth, strategies and the industry in which it operates. These statements reflect beliefs of the Directors and senior management, as well as assumptions made by the Directors and senior management and information currently available to the Group.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.

Forward-looking statements are not guarantees of future performance and the actual results of the Group's operations, financial position, and the development of the markets and the industries in which the Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this Prospectus. In addition, even if the results of operations, financial position and the development of the markets and the industries in which the Group operates are consistent with the forward-looking statements contained in this Prospectus, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors, risks and uncertainties could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation:

• * conditions in the Irish housing market;
• * inability to execute the Group's growth strategy as expected or at all;

• * inability to scale up the Group's development capacity and capability;

• * failure to acquire and maintain a high-quality land bank;

• * inability to obtain financing to fund its growth strategy and the cost of any funding obtained;
• * availability of mortgage financing for buyers;
• * unfavourable demographic trends, including population growth and household formation, in the Group's target markets;
• * changes in economic conditions in Ireland, including rising unemployment levels;
• * geopolitical and political uncertainty;
• * failure to retain senior management and other key employees or to put in place appropriate succession planning;
• * failure to secure favourable planning permissions for the Group's developments;
• * failure to maintain the Group's brand and customer satisfaction;
• * dependency on the availability of, and performance by, third-party suppliers and contractors;
• * shortages in materials and labour;
• * difficulties in dealing with the Group's partners (in joint ventures or otherwise);
• * liabilities in connection with health and safety risks, design and construction defects, or environmental contamination or violation of environmental regulations;
• * changes in government regulation or policy, including planning and environmental regulations;
• * changes in tax laws and tax rates (including VAT and stamp duty);
• * inflation rate and interest rate fluctuations;
• * increased competition; and
• * natural or man-made disasters and severe weather conditions.

See the discussion in the part of this Prospectus entitled ''Risk Factors'' for further details. The foregoing factors and other factors described under ''Risk Factors'' should not be construed as exhaustive.

Forward-looking statements may, and often do, differ materially from actual results. Any forwardlooking statements in this Prospectus speak only as of their respective dates, reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations and growth strategy. Prospective investors should specifically consider the factors identified in this Prospectus which could cause actual results to differ before making an investment decision. Subject to the requirements of the Prospectus Directive Regulation, the Disclosure Guidance and Transparency Rules, the Irish Listing Rules and the UK Listing Rules or applicable law, the Group explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this Prospectus that may occur due to any change in the Group's expectations or to reflect events or circumstances after the date of this Prospectus.

9. No incorporation of website information

The contents of the Group's websites and any other websites referred to in this Prospectus do not form part of this Prospectus.

10. General conditions of sale

Contracts for the sale of property in Ireland are based on a standard form contract produced by the Law Society of Ireland (the General Conditions of Sale), qualified as appropriate by special conditions within the agreement. The General Conditions of Sale have been produced by the Law Society of Ireland to give a fair balance of rights between a vendor and a purchaser. They include some limited warranties in relation to matters such as disclosure of rights and liabilities affecting the property (which are not evident from inspection), compliance with planning and development laws and the absence of notices or orders. The General Conditions of Sale, and the warranties contained therein, are qualified on a sale by sale basis by the use of special conditions within the agreement, and it is usual for a purchaser to satisfy itself on material matters such as the vendor's title to the property, the identity and area of the property, availability of services and access, the physical condition of the property and other matters of a physical nature, environmental and archaeological matters and compliance with planning and development laws based on its own due diligence and/or the commercial approach being taken to the particular transaction. In the case of purchases from receivers or other distressed vendors, typically no material vendor representations or warranties will be provided.

11. Considerations for U.S. investors

Available information

The Company has agreed that, for so long as any of the Ordinary Shares are ''restricted securities'' within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which it is neither subject to Section 13 or 15(d) under the Exchange Act, nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any holder or beneficial owner of an Ordinary Share, or to any prospective purchaser of an Ordinary Share designated by such holder or beneficial owner, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act upon the written request of such holder, beneficial owner or prospective purchaser. The Company expects that it will be exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder.

Exchange rate considerations

The following table sets forth, for the periods indicated, the Bloomberg Composite Rate expressed as U.S. dollars per e1.00. Neither the Group nor the Joint Global Coordinators make any representation that the euro or the U.S. dollar amounts referred to in this Prospectus have been, could have been or could be, in the future, converted into U.S. dollars or euros, as the case may be, at any particular rate, if at all.

	Period End	Average(1)	High	Low
Year ended
December 31, 2012	1.3193	1.2860	1.3458	1.2061
December 31, 2013	1.3743	1.3285	1.3802	1.2780
December 31, 2014	1.2098	1.3285	1.3934	1.2098
December 31, 2015	1.0862	1.1102	1.2104	1.0496
December 31, 2016	1.0517	1.1069	1.1534	1.0388
Month ended
January 31, 2017	1.0798	1.0631	1.0798	1.0405
February 28, 2017	1.0570	1.0641	1.0783	1.0536
March 31, 2017	1.0652	1.0687	1.0864	1.0507
April 30, 2017(2)	1.0895	1.0717	1.0926	1.0591
May 31, 2017	1.1244	1.1057	1.1244	1.0861
June 30, 2017	1.1426	1.1238	1.1441	1.1134
July 31, 2017	1.1842	1.1532	1.1842	1.1346
August 31, 2017	1.1910	1.1818	1.1979	1.1723
September 30, 2017(3)	1.1814	1.1906	1.2036	1.1745
October 31, 2017 (through October 6,
2017)	1.1737	1.1737	1.1759	1.1711

U.S. dollars per g1.00

(1) The average rate for a year means the average of the closing rates of each business day during such year. The average rate for a month, or for any shorter period, means the average of the closing rates of each business day on each day during such month or shorter period.

(2) Data provided as of 28 April 2017, the last trading day in April 2017.

(3) Data provided as of 29 September 2017, the last trading day in September 2017.

The U.S. dollar per euro exchange rate on 6 October 2017 was \$1.1737 to e1.00.

Enforceability of U.S. judgments

The Company is a holding company organised as a public limited company incorporated under the laws of Ireland. None of the Directors or officers of the Company are citizens or residents of the United States. In addition, substantially all of the Group's assets and all the assets of its Directors and officers are located outside the United States. As a result, it may not be possible for U.S. investors to effect service of process within the United States upon the Company or its Directors and officers or to enforce in the U.S. courts or outside the United States judgments obtained against them in U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws or the securities laws of any state or territory within the United States. There is also doubt as to the enforceability in Ireland, whether by original actions or by seeking to enforce judgments of U.S. courts, of claims based on the federal securities laws of the United States. In addition, punitive damages in actions brought in the United States or elsewhere may be unenforceable in Ireland.

PART I

INDUSTRY OVERVIEW

1. THE IRISH RESIDENTIAL PROPERTY MARKET

1.1 Background

Irish residential property prices peaked in 2007 and fell by 55 per cent. from peak to trough, stabilising in the first quarter of 2013 and registering their first annual increase since 2007 in June 2013 (Source: CSO, Residential Property Price Index, September 2017). Recent supply shortages and improving macroeconomic drivers have seen Irish residential property prices recover to 72 per cent. of 2007 peak levels as of June 2017 (Source: CSO, Residential Property Price Index, September 2017). As at June 2017, Dublin property prices were down 28 per cent. from the 2007 peak level (Source: CSO, Residential Property Price Index, September 2017).

Mortgage approvals and drawdowns declined significantly following the property crash. New mortgage lending peaked in 2006 at e39.9 billion, falling to a low of e2.5 billion in 2011, but has since recovered to e5.7 billion in 2016 and e3.0 billion in H1 2017 (Source: Banking and Payments Federation of Ireland; Mortgage Drawdowns, Q2 2017). Mortgage approvals have also increased in recent years with approval volumes increasing by 17.4 per cent. in 2016 (Source: Banking and Payments Federation of Ireland; Mortgage Approvals). There were 3,964 mortgage approvals, valued at e842 million (up by 24.5 per cent. on the prior year), in August 2017 (Source: Banking and Payments Federation Ireland, Mortgage Approvals, August 2017).

1.2 Housing demand and supply dynamics

The Group believes that the Greater Dublin Area has a favourable supply and demand dynamic for new-build residential property that presents a clear opportunity for a proven and scalable housebuilder with access to capital to achieve long-term growth. The Group believes that Ireland has experienced a ''lost decade'' of housing provision (the number of completions having fallen from a peak of over 90,000 in 2006 to less than 10,000 in 2013, and having only recovered to approximately 15,000 in 2016 (Source: National Statement of Housing Supply and Demand 2016 and Outlook for 2017-18)), and that the Greater Dublin Area in particular is significantly undersupplied with housing. The Irish residential housing market is fragmented, with only one substantial listed Ireland-focused housebuilder, Cairn Homes plc, which had an approximate one per cent. share of the market in 2016, having completed 105 units against a market total of approximately 15,000 units completed in Ireland that year (Sources: Cairn Homes plc Annual Report 2016; and National Statement of Housing Supply and Demand 2016 and Outlook for 2017- 18). This undersupply of housing exists side-by-side with significant growth in demand for housing. The strong macroeconomic environment in Ireland, with Ireland being the Euro area's fastest growing economy in 2016 (Source: European Commission, European Economic Forecast Winter 2017), as well as falling unemployment, increasing availability of mortgage financing for potential buyers, especially first-time buyers, and favourable demographics (for example, a young population) have already contributed and continue to contribute to growth in housing demand. The regulatory background is also favourable to the housebuilding industry, with the Irish government explicitly promoting policies beneficial to the industry, such as a help-to-buy scheme and the Rebuilding Ireland Action Plan.

The imbalance of supply and demand is expected to continue in the medium-term. The current estimated demand for new homes in Ireland each year is 25,000 (Source: Economic and Social Research Institute (ESRI) Quarterly Economic Commentary, Spring 2017). New house completions are at historic lows with 14,932 homes completed in 2016, 6,650 (45 per cent.) of which were in the Greater Dublin Area (Source: Department of Housing, ESB Connections annually by area). As such there was an estimated undersupply of approximately 10,000 houses in 2016. The Group believes that it has the flexibility and expertise to capitalise on the current market conditions by using its site selection criteria to locate suitable sites and its planning, design and construction skills to develop the sites and build homes that buyers want and need.

Demand

Strong demand in the current property cycle is being underpinned by a number of positive underlying factors.

Economic factors

The Irish economy has recovered strongly since the global financial crisis that started in mid- 2007 and was the fastest-growing economy in the Euro area in 2016 (Source: European Commission, European Economic Forecast Winter 2017), with robust GDP growth of 4.3 per cent. forecasted for 2017 (Source: Department of Finance, Summary Economic Statement, July 2017). Unemployment has declined significantly in recent years, with the Standardised Unemployment Rate down to 6.1 per cent. in August 2017, from a peak of 15.2 per cent. in January 2012 (Source: CSO, Seasonally Adjusted Standardised Unemployment Rate, September 2017). Likewise, Irish employment has climbed, increasing to 2,063,000 in Q2 2017, up 2.4 per cent. or 48,100 jobs on Q2 2016 (Source: CSO, Quarterly National Household Survey, Q2 2017).

According to analysis undertaken by Linesight, the construction sector is predicted to contribute just 7.5 per cent. of GNP in 2017, well below the recognised European sustainable level of between 10 to 12 per cent. (Source: Linesight Knowledge Centre Ireland 2017).

See section 2 below for further information on the Irish economy.

Demographic factors

Census 2016 results show that Ireland's population stood at 4.762 million in April 2016, an increase of 173,613 (3.8 per cent.) since April 2011 (Source: CSO, Census 2016). The Irish population is expected to grow at a compound annual rate of 1.2 per cent. from 2016 to 2026, driving an increase in the number of households (Source: CSO, Statbank – Current Population and Labour Force Projections). As part of the trend of growth in the wider Irish population (such growth is projected to total approximately 613,000 over the period from 2016 to 2031), it is expected that the Greater Dublin Area (which includes County Dublin, County Meath, County Kildare and County Wicklow) will see its population increase by approximately 400,000 by 2031 (assuming that internal migration patterns return to the traditional pattern last observed in the mid-1990s) (Source: CSO, Regional Population Projections 2016 – 2031). Furthermore, Ireland has one of the youngest populations and highest birth rates in the EU with 23.8 per cent. of the population between the age of 18 to 35 in 2016 (Source: CSO, Statbank – Annual Population Estimates).

Supply

In excess of 47,000 residential properties were sold in Ireland in 2016, a figure that represents approximately 2.3 per cent. of the total private housing stock, and there were approximately 20,000 residential properties sold in the first six months of 2017 (Source: Property Price Register).

As of Q2 2017, there were only 20,895 residential properties available for sale in Ireland on one of Ireland's primary online listing sites, the MyHome.ie website (Source: MyHome.ie Q2 2017 Property Report). This figure represents just 1 per cent. of the total private housing stock in the country. Additionally, this represents an approximate 11 per cent. reduction in properties for sale from the 23,520 listed in Q2 2016 (Source: MyHome.ie Q2 2016 Property Report).

The low level of stock of property for sale can be partly attributed to an insufficient volume of new house completions. Between 2011 and 2016, completions averaged 10,981 per annum, compared to a long-run average between 1970 and 2016 of 31,519 completions per annum nationwide (Source: Department of Housing, ESB Connections annually by area).

The low volume of house completions in recent years can be explained by a number of issues in the Irish construction industry, including the following:

Access to funding

The housebuilding sector remains highly fragmented and equity and capacity constrained, with only one significant listed Ireland-focused housebuilder in the market. The housebuilding sector in Ireland had traditionally been dominated by highly leveraged family run firms which were therefore significantly exposed to the property crash and either fell under the remit of NAMA, remain heavily indebted and poorly capitalised or are no longer in existence. A number of private players are currently operating in the market, generally having differing costs of capital (both equity and debt) and smaller completion volumes compared to what would typically be expected of a listed housebuilder.

The banking sector had been the traditional source of development funding in Ireland. Lending to the construction sector has declined significantly as the Irish banking sector has deleveraged during the period since 2009. For example, there were approximately e812 million of construction related loans to Irish resident private sector enterprises outstanding at the end of March 2017, compared with approximately e10.3 billion outstanding at the end of December 2007 and approximately e15.2 billion of real estate, land and development activity related loans to Irish resident private sector enterprises outstanding at the end of March 2017, compared with approximately e10.6 billion outstanding at the end of September 2008 (Source: www.centralbank.ie Table A.14, Credit Advanced to Irish Resident Private Sector Enterprises).

Scale of price decline relative to costs

In many cases, house prices fell to such an extent that it became uneconomical for developers to build. This, coupled with the fact that costs did not fall to the same extent as house prices, led to unattractive margins for Irish building contractors. The 2015 Turner and Townsend International Construction Cost survey shows contractors in Dublin having the sixth lowest profit margin out of the 35 international cities analysed (Source: Turner and Townsend, Global rebalancing: a changing landscape, International Construction Market Survey 2015).

The Group believes that, given the scale of the house price recovery in Dublin and the surrounding areas, development has become economical again. This is evidenced by the signs of a development rebound and recovery in house prices. Nationwide completions in 2016 were up 18 per cent. from 2015, and completions in the first five months of 2017 were up 25 per cent. from the same period in 2016 (Source: Department of Housing, ESB Connections annually by area and by month/year). As of Q2 2017, the average asking house price in Ireland was approximately e224,500 and approximately e313,500 in Dublin, compared to lows of e187,736 and e235,694, respectively, as measured by MyHome.ie (Source: MyHome.ie, Q1 and Q2 2017 Property Reports). The average asking price for new builds in Ireland was approximately e217,239, compared to a low of e171,784, as measured by MyHome.ie (Source: MyHome.ie, Q1 and Q2 2017 Property Reports).

1.3 Mortgage market dynamics

The CBI macro-prudential rules

On 27 January 2015, the CBI announced new macro-prudential rules to apply proportionate limits to mortgage lending by regulated financial service providers in the Irish market. These macroprudential rules, known as the Central Bank (Supervision and Enforcement) Act 2013 (Section 48) (Housing Loan Requirements) Regulations 2015, came into force on 9 February 2015. Changes to the macro-prudential rules were made in November 2016 after a review by the CBI and came into effect on 1 January 2017.

The rules include:

• * a 3.5x loan to income ratio cap on mortgages (for each lender, 20 per cent. of all mortgages can be above this cap);
• * a 90 per cent. LTV limit applicable to first-time buyers and an 80 per cent. LTV limit applicable to second and subsequent buyers;
• * for each lender, 5 per cent. of the value of new lending to first-time buyers can be above the 90 per cent. LTV limit and 20 per cent. of the value of new lending to second and subsequent buyers can be above the 80 per cent. LTV limit;
• * a four-month period limit between valuation and drawdown of a mortgage; and
• * the exclusion of large commercial landlords and developers from the scope of the regulations.

Help to Buy

The Help to Buy (''HTB'') incentive was introduced to help first-time buyers of newly built or selfbuild homes assemble the required deposit. It provides for a refund of income tax and deposit interest retention tax paid over the previous 4 tax years, up to the lower of 5 per cent. of purchase price and e20,000, to first time buyers who purchase from an approved developer or self-build new residential properties between 19 July 2016 and 31 December 2019. The grant does not apply to cash buyers and a mortgage of at least 70 per cent. of the purchase price from a qualifying lender is required. Since 1 January 2017, the HTB scheme has applied only to properties costing e500,000 or less. The scheme is currently under review as part of the Government's budget reform. Even if the HTB scheme were to be modified or removed, the Group still intends to pursue its strategy of building up to 50 per cent. of its homes for first-time buyers but the Group will monitor any proposed reforms closely.

Mortgage affordability

The strong growth in mortgage approvals, particularly for first-time buyers, and increasing availability of credit (as described above) is supported by stable affordability metrics.

A metric used to assess house affordability is the EBS DKM Irish Housing Affordability Index. This index measures the proportion of after-tax income required to meet the first year's mortgage repayments of an average first-time buyer working couple, each on average earnings. On this measure, the proportion of net income being used to fund mortgages peaked during 2006 at approximately 26 per cent. nationally (excluding Dublin) and approximately 44 per cent. in Dublin (Source: EBS DKM Irish Housing Affordability Index, November 2016). In line with the falling trajectory of house prices, this proportion troughed in 2012 at approximately 12 per cent. nationally (excluding Dublin), and approximately 17 per cent. in Dublin (Source: EBS/DKM Irish Housing Affordability Index, November 2016). Notwithstanding recent house price inflation, mortgage payments remain manageable, with the most recent figures projecting that, for December 2016, first-time buyer couples nationally (excluding Dublin) would spend approximately 17 per cent. of their net income on mortgage payments while those in Dublin would spend approximately 27 per cent. (Source: EBS DKM Irish Housing Affordability Index, November 2016).

According to the Household Finance and Consumption Survey January 2015 (which reported on debt levels as they were in 2013), on a national basis, the median debt of indebted households amounted to 100 per cent. of gross income as at the time of the survey. However, buyers under the age of 35, one of the Group's target demographics, have amongst the lowest levels of debt in Ireland, and the ratio was 72 per cent. for this cohort. On a regional basis, Dublin had the second lowest debt-to-gross income ratio at just 76 per cent. (Source: CSO, Household Finance and Consumption Survey, January 2015).

Additionally, mortgage affordability has been supported by a decline in lending rates for home loans. Following the financial crisis, the effective interest rate on new mortgages declined sharply primarily due to low policy rates prevailing in the Eurozone in the post-crisis period. Average lending rates on outstanding mortgages in Ireland have declined from above 5 per cent. in 2008 to 3.2 per cent. at the end of March 2017 (Source: Central Bank of Ireland Household Credit Market Report, H1 2017).

1.4 Land supply

In addition to the traditional sellers of Irish land, other land or loan owners are beginning to exit Ireland creating a readily available pipeline of land opportunities. In addition to the Conditionally Acquired Sites, the Group believes there is a e5 billion addressable land market in Ireland for potential acquisition and/or joint venture or partnership opportunities during the period until 2022. The Group believes this land market has the potential to realise 95,000 units should they all be fully developed.

The Group believes that site acquisition opportunities for the Group will emerge mainly from the following sources:

State owned / Privately held

There are 800 estimated sites currently state-owned or privately held with an estimated value in excess of e2.5 billion and with the potential for 50,000 units, based on the Company's projections and management's experience and market knowledge.

In April 2017, the Department of Housing announced that more than 700 sites owned by local authorities and public bodies will be offered to the private market to help boost housing supply. Land banks totalling 2,000 hectares, controlled by city and county councils and other bodies, are to be offered to private developers and housing associations in an effort to resolve the housing crisis in Ireland and provide at least 50,000 new homes.

NAMA

There are 20 estimated sites currently held by NAMA with an estimated value in excess of e1 billion and with the potential for 20,000 units, based on the Company's projections and management's experience and market knowledge.

In April 2009, the Irish Government created NAMA, an asset management agency, to acquire loans linked to land and developments from a number of key Irish financial institutions which had deficiencies in their regulatory capital as a result of making loans secured against properties that had significantly fallen in value relative to their original acquisition cost. Five institutions applied to join the NAMA scheme and were designated as participating institutions in February 2010. These participating institutions were: Allied Irish Banks; Bank of Ireland; IBRC (under its former name Anglo Irish Bank Corporation); Irish Nationwide Building Society; and EBS Building Society.

NAMA subsequently acquired loan assets with a nominal value of e74 billion (comprising approximately 12,000 loans secured against approximately 60,000 properties (Source: NAMA, Annual Report and Financial Statements 2013). 56 per cent. of the assets backing those loans were located in Ireland, of which approximately 61 per cent. were located in Dublin (Source: NAMA, Information Guide, May 2012).

In exchange for these loans, NAMA issued Government-guaranteed securities to the five participating financial institutions. NAMA's primary objective is to obtain the best achievable financial return for the Irish State over the course of a projected 10-year winding down of the portfolio from 2009.

In October 2015, in response to the growing housing shortage in Ireland, NAMA announced its intention to develop up to 20,000 homes over the five-year period to 2020 (Source: NAMA Residential Funding Programme 2016-2020, October 2015). Consequently, NAMA will retain a portion of its remaining loan portfolio to facilitate the development of these homes. NAMA has also stated that it will look for joint venture partners interested in the co-funding and construction of these projects. Given the above, the Group expects NAMA to make a significant volume of sites available to the market for sale and offer joint venture opportunities to the market as part of NAMA's own residential delivery programme.

At 31 December 2016, NAMA had e3 billion in loans and receivables (before impairment) secured on property in Ireland, with 64 per cent. of its remaining acquired loan portfolio in the Dublin region and 17 per cent. in residential (Source: NAMA Annual Report and Financial Statements 2016).

Religious orders

There are 30 estimated sites currently held by religious orders with an estimated value in excess of e500 million and with the potential for 6,500 units, based on the Company's projections and management's experience and market knowledge.

As part of the Rebuilding Ireland Action Plan, the Department of Housing noted they would work in partnership with religious congregations to identify underused land and property that may have potential to be brought forward for social housing and mixed tenure developments. There are 26 dioceses in Ireland and approximately 150 religious orders, many of which have significant land holdings. CBRE have noted that religious orders were among the most prevalent sellers of development land in 2016, and expect this to be broadly similar in 2017 (Source: CBRE 2016 Review and 2017 Outlook).

Private Equity

There are 40 estimated sites currently held by private equity firms with an estimated value in excess of e800 million and with the potential for 18,000 units, based on the Company's projections and management's experience and market knowledge.

Following the property crash, international private equity firms were attracted to Ireland in search of distressed assets and became key acquirers of development land (including loan portfolios secured on such assets). During the period between 2010 and 2015, private equity firms were among the most active purchasers of development land. They are not natural long term holders of land given their typical investment horizons and, since 2015, have begun reducing or exiting their land exposures through land sales.

1.5 Competition

The Group believes that competition from other housebuilders operating in the Greater Dublin Area or in Ireland more generally is currently relatively subdued. This is because the biggest challenge for any housebuilder in Ireland is the availability and cost of capital. It is expensive for companies to get the funding required to make sizeable acquisitions of land and meet the construction and development costs required for the period of time prior to which revenue can be generated from completions. Currently, the competition in Ireland (especially for lots with values of around e10 million and over) is relatively limited, with the market fragmented and a dearth of local housebuilders with equity capital or access to equity capital or other forms of funding. The Group believes that the equity capital that it will receive upon completion of the Offer will differentiate it from almost all other industry participants in the Greater Dublin Area and will enable it to continue to assemble its land holdings, and grow its business profitably.

In addition, housebuilding industry participants compete for house buyers, desirable land parcels, raw materials and skilled and unskilled labour. The Group competes with other housebuilders for buyers primarily on the basis of a number of interrelated factors including home design and location, price, buyer satisfaction, construction quality, reputation and the availability of mortgage financing. As a developer of new homes, the Group faces some competition for buyers from individual resales of existing homes and with entities providing rental housing as a substitute for purchasing a home.

The Group does not believe that there is competition for the majority of the sites it seeks to acquire from parties other than housebuilders on the basis that the value of such land lies in its ability to be developed.

1.6 Regulatory

The Group is subject to a number of legal and regulatory requirements in Ireland in respect of its activities. What follows is a high level overview of the key elements of law and regulation in Ireland affecting a housebuilder like the Group and an indication of future developments which may be relevant.

Regulatory matters in Ireland

Planning Regulation

Irish planning regulation is set out in the Irish Planning and Development Acts 2000 to 2016. The planning process in Ireland is governed by the Irish National Development Plan, and each local authority approves developments in accordance with local requirements (a Local Development Plan, which is subject to public consultation and replacement every six years). Local Development Plans are subject to the overarching National Development Plan and to ministerial direction. Appeals under the Irish Planning and Development Acts 2000 to 2016 are overseen by the national planning appeals board, An Bord Pleana´ la, save for prescribed developments which can take advantage of a ''fast track'' process and go directly to An Bord Pleana´ la for decision.

Building Standards

In March 2014, the Department of Environment issued new building regulations (the Building Control (Amendment) Regulations 2014) which placed more stringent obligations on housebuilders than those which were previously in force. In particular, housebuilders are now required to adhere to a more stringent set of certification requirements and it is compulsory for housebuilders to obtain certification and sign-off on-site by qualified and registered architects, engineers, property consultants and the relevant local authority. Further, housebuilders are required to be ''competent'' to build and supervise works. This competency can be established through registration with a public register of building contractors (''CIRI'') established and maintained by the Construction Industry Federation. This registration is expected to become compulsory for housebuilders (see below).

The Ministry for Housing, Planning, Community & Local Government and the Ministry of State for Housing and Urban Renewal announced on 31 May 2017 that the Government has approved the drafting and publication of the General Scheme of the Building Control (Construction Industry Register Ireland) Bill 2017. This Bill provides for a mandatory statutory register of builders, contractors and specialist sub-contractors, and, subject to a limited number of exceptions, a builder will only be permitted to carry out building works in respect of which it is registered. In order to meet the certification requirements an in-depth knowledge of housebuilding is required. Previously, CIRI was a voluntary register, but this Bill is designed to change that by putting CIRI on a statutory footing and by making registration compulsory. Once this Bill comes into effect, all construction companies will be obliged to register through the official online register which currently exists, in order to undertake construction work.

Government Support for the Construction Sector

In May 2014, the Irish Government launched ''Construction 2020 – a strategy for a renewed construction sector''. The strategy commits to a detailed, time-bound set of actions to support the return of the construction sector to sustainable levels. Seventy-five actions are designed to identify and remove unnecessary obstacles to appropriate development, while ensuring robust and sustainable planning for the future and a working group was created, chaired by a representative of the Department of Finance, to explore the issue of sustainable bank financing for the construction sector.

In June 2017, the Department of Finance announced that the Government plans to tax landowners for holding empty development sites without developing them. Detailed information regarding the scope and other specifics of the proposed tax have not yet been made public but the announcement stated that the Government intends to introduce a levy on such properties in the next budget (October 2017). It is believed that this levy will target developments which are not within the ambit of the vacant sites levy discussed below.

Recent Legislation

Since May 2014, two key pieces of legislation relevant to residential development have been passed.

Urban Regeneration and Housing Act 2015

The Urban Regeneration and Housing Act 2015 (the ''2015 Act'') came into effect in September 2015, (save for section 34 which deals with rental accommodation availability agreements). The 2015 Act is designed to incentivise urban regeneration and promote increased housing supply. Key provisions relate to the introduction of a vacant sites levy, the retrospective application of reduced development contribution charges in certain circumstances, and amendments to requirements in relation to social and affordable housing. In relation to vacant sites, the key points are set out below:

• * The vacant sites levy applies to land zoned for residential purposes and land designated with the objective of development and renewal of areas in need of regeneration. It does not apply to commercial land.
• * The levy will generally be an annual charge of 3 per cent. of the market value of the land and applies to sites in excess of 0.05 ha and takes effect from 1 January 2018.
• * Each local planning authority is required to identify residential land which is vacant or idle, suitable for housing development and located in an area with a need for housing. With regard to sites located in areas in need of regeneration, the criteria for designation relate to issues of amenity and impact on the character of the area.
• * Local authorities are now in the process of undertaking a detailed assessment of all potential vacant sites in their areas. By way of example, the Company believes that Dublin City Council has undertaken a preliminary assessment and quantification of the number and location of potential vacant sites in its functional area and approximately 700 sites were identified. These sites are now being assessed in more detail. Similar assessments are being made by other local authorities.
• * The 2015 Act sets out a process for determining the market value of a site and makes provision for appeal to a valuation tribunal against a determination by a planning authority. In this regard the planning authority or tribunal may deem that a vacant site has a zero value, in particular where no market exists for the site or the site is situated on contaminated land and the estimated cost of remedial works necessary in order to use or develop the site exceed the market value of the site itself.

The 2015 Act also made a number of revisions to the existing planning requirements relative to financial development contributions and social housing provision. In 2013, the Department of Housing, Planning, Community and Local Government published Development Contribution Guidelines for planning authorities with the objective of securing a consistent nationwide approach to development contribution schemes in order to promote development and economic activity. Although the guidelines are non-statutory policy guidance, planning authorities and An Bord Pleana´ la must have regard to their provisions. Prior to the 2015 Act, there was little structure or guidance in respect of how to make these decisions, which meant that different local authorities charged very different amounts. The purpose of the guidelines was to give local authorities clearer direction on how to strike a balance between achieving a contribution scheme that both charges appropriately for the cost of the services, while also supporting economic activity.

Under these guidelines, planning authorities are able to set their own levels of contributions in published schemes and they have generally responded by reducing development contributions for new developments. However such reductions did not affect existing planning permissions. Part 4 of the 2015 Act is designed to address this. Where planning authorities have introduced a new development contribution scheme with a lower level of contributions, the lower rate has retrospective effect in relation to any planning permission granted prior to the introduction of the new scheme where a commencement notice has not yet been lodged in respect of the development. In circumstances where a housing development has already commenced and where one or more of the houses has not been sold, the reduced contribution rate will apply to the unsold homes. The planning authority may amend the appropriate development contribution conditions attached to a planning permission to reflect the reduced rate. Reductions in supplementary development contribution schemes also apply retrospectively to existing planning permissions, as noted above. These financial contribution conditions are separate from and in addition to the social housing conditions referred to in the paragraph immediately below.

In relation to social housing provisions, developers were previously required to reserve up to 20 per cent. of land acquired for residential use for social and affordable housing and could make cash payments to local authorities in lieu of building such housing. Under the 2015 Act, this percentage requirement has been halved to 10 per cent. of social housing in developments of 10 or more homes albeit the option for developers to make cash payments in lieu of social housing has been removed. Developers do have the option of providing completed homes at an alternative location so long as this has been agreed with the local authority in advance. The 2015 Act also enables developers to retain ownership of social and affordable housing through long term leasing or rental accommodation availability agreements, instead of selling the homes to the local authorities.

The Planning and Development (Housing) and Residential Tenancies Act 2016

On 23 June 2017, the Minister for Housing, Planning, Community and Local Government signed the necessary commencement order, and associated supporting regulations, to enable planning applications for large-scale housing developments of 100 units or more, and large-scale student accommodation projects, to be made directly to An Bord Pleana´ la. The enabling provision for these temporary fast-track planning arrangements was incorporated in the Planning and Development (Housing) and Residential Tenancies Act 2016 (the ''2016 Act''), which was introduced to deal primarily with the current housing supply shortage in Ireland. Residential developments of 100 homes or more and student accommodation of 200 or more bed spaces are termed ''strategic housing development'' and such applications are made directly to An Bord Pleana´ la rather than to the local planning authority. The new arrangement will apply from 3 July 2017 until 31 December 2019, and subject to review, may be extended to 31 December 2021. To fall under ''strategic housing development'', other uses are permitted, but housing must constitute at least 85 per cent. of total gross floor area of the development. Other uses cannot cumulatively account for more than 15m² of floor space of each house or 7.5m² of each student bed space. The 2016 Act permits the additional extension of the duration of existing planning permissions for developments comprising twenty or more houses that were not completed due to circumstances beyond the control of the developer: only one 5 year extension was previously permitted whereas now a second 5 year extension is also permitted. Planning permissions typically have a duration of 5 years.

2. THE IRISH ECONOMY

The Irish economy experienced strong export led growth and moderate wage and price inflation between 1994 and 2000, with average annual GDP growth of 9.3 per cent. during this period, according to the CSO. Between 2000 and 2007, GDP continued to grow strongly, at an average annual rate of 5.9 per cent., according to the CSO, primarily driven by domestic economic factors. During the latter period, however, the following negative trends developed:

• * There was a systematic shift away from stable and reliable tax sources, such as personal income tax, VAT and excises, and towards cyclically sensitive taxes linked to high levels of construction activity, such as stamp duties and capital gains tax.
• * The loan books of Irish banks became heavily concentrated with construction and property loans. Irish banks also became very reliant on wholesale funding (Source: Report of the Commission of Investigation into the banking sector in Ireland, Nyberg, 2011). As the global financial crisis worsened, credit markets became more difficult to access, creating a capital and liquidity shortfall for Irish banks, leading to intervention by the Irish Government.

* While unemployment consistently remained below 5.0 per cent. and the number of people in employment grew from 1.7 million in 2000 to over 2.1 million in 2007 (Source: CSO Statbank National Household Survey), Irish unit labour costs increased rapidly during this period. This growth was well above the Eurozone average (3.6 per cent. per annum from 2001 to 2007 versus 1.6 per cent. in the euro area) (Source: OECD Unit Labour Costs Quarterly Database), indicating a substantial loss of competitiveness. This loss of competitiveness had a negative impact on Irish merchandise exports, which decreased from approximately e94 billion in 2002 to approximately e89 billion in 2007 (Source: CSO: Goods Exports and Imports).

A combination of the aforementioned issues, along with wider systemic concerns across the Eurozone and a collapse in the Irish property market, triggered a loss of confidence in Irish sovereign bond markets in 2010. An announcement of further capital requirements for Irish banks in September 2010 triggered a further loss of confidence, pushing Irish Government 10-year bond yields above 9 per cent (Source: NTMA, Annual Report 2010).

In December 2010, Ireland applied for the EU/IMF Programme, a programme of assistance, which was in place from December 2010 to December 2013. As part of the EU/IMF Programme, the Irish Government received e67.5 billion in exchange for committing to a four-year e15 billion fiscal adjustment to apply between 2011 and 2014. This incorporated a number of elements, including public expenditure reductions and tax increases to cut the budget deficit to below 3 per cent. of GDP by 2014 (Source: EU/IMF Programme of Financial Support for Ireland, December 2010).

Following measures to stabilise the banking sector and aided by growing exports, GDP grew by 2.0 per cent. in 2010 and remained broadly flat between 2011 and 2013 (Source: CSO Statbank National Quarterly Accounts). Subsequently, Ireland successfully exited the EU/IMF Programme in December 2013, with every fiscal target set under the programme having been met.

After Ireland left the EU/IMF Programme in 2013, GDP grew by 8.5 per cent., 26.3 per cent. and 5.2 per cent. in 2014, 2015 and 2016, respectively. However, the 2015 growth rate was skewed by certain one-off factors including companies relocating assets to Ireland from abroad and contract manufacturing. Future GDP figures for Ireland could be similarly affected by one-off factors or challenges presented by Brexit. GDP is forecast to grow by 4.3 per cent. in 2017, 3.7 per cent. in 2018 and by 3.1 per cent. in 2019, according to the Irish Department of Finance. This is significantly higher than the forecasted Eurozone average of 1.7 per cent., 1.8 per cent., and 1.7 per cent. in 2017, 2018 and 2019, respectively, according to BMI.

Ireland's population grew from 4.588 million in 2011 to 4.762 million in 2016, representing a compound annual growth rate of 0.75 per cent. Ireland's age demographics are attractive compared to those of other EU countries. Ireland has the youngest population in the EU, with a median age of 36.6 years compared to 42.6 years across the EU, as at 1 January 2016 (Eurostat: Median age of population, 2006 – 16 (years)).

Employment conditions have also improved, with the total number of people in employment having increased 3.3 per cent. year-on-year in the three months ended 31 December 2016 (Source: CSO Quarterly National Household Survey, Q4 2016). The unemployment rate fell from a peak of 15.2 per cent. in January 2012 to 6.1 per cent. in August 2017 (Source: CSO Seasonally Adjusted Unemployment Rate, September 2017). In addition to decreasing unemployment, there has been sustained increase in compensation per employee since 2011 with compensation per employee increasing by 1.8 per cent., 2.7 per cent. and 2.8 per cent. in 2014, 2015 and 2016, respectively (Source: CBI, Quarterly Bulletin, Q1 and Q2 2017).

House prices have also recovered strongly. Irish residential property prices peaked in 2007 and fell by 55 per cent. between their peak in April 2007 and their low point in March 2013. In June 2013, house prices experienced the first annual increase since 2007 (Source: CSO Residential Property Price Index, September 2017). Recent supply shortages and improved macro-economic drivers resulted in Irish property prices recovering to 72 per cent. of peak 2007 levels as of June 2017 (Source: CSO Residential Property Price Index September 2017). The annual increase in the residential property price index for the years ended 31 December 2015 and 2016 was 7.1 per cent. and 9.0 per cent., respectively.

Personal spending has been increasing since 2013, as retail sales grew by 8.2 per cent., 9.5 per cent. and 6.7 per cent. in 2014, 2015 and 2016, respectively (Source: CSO: Retail Sales Index, June 2017). Also consumer confidence has been increasing, as the Consumer Sentiment Index increased from 39.6 in July 2008 to 101.9 in March 2017 (Source: ESRI Consumer Sentiment Index March 2017).

	2009	2010	2011	2012	2013	2014	2015	2016	2017F(1)
Metric
GDP (constant prices (year-on
year per cent.)(2)	(4.6)	2.0	0.0	(1.1)	1.1	8.5	26.3(3)	5.2	4.3
Unemployment (SUR) (per
cent.)(2)	12.0	13.8	14.6	14.7	13.1	11.3	9.5	7.9	6.3
Inflation (Harmonised index of
consumer prices) (per cent.)(2)	(1.7)	(1.6)	1.2	1.9	0.5	0.3	0.0	(0.2)	0.6
Base rate(4)	1.0	1.0	1.0	0.75	0.25	0.05	0.05	0.00	—
Domestic demand (year-on-year
per cent.)(5)	—	—	—	—	(1.5)	4.9	8.9	2.7	2.5
Population (million)(6)	—	—	4.6	—	—	—	—	4.8	—
Average age(6)	—	—	36.1	—	—	—	—	37.4	—
Investment (year-on-year per
cent.)(2)	(16.8)	(14.9)	3.4	11.7	(5.4)	18.1	32.7	45.5	-17.1
Residential prices (year-on-year
per cent.)(7)	(18.2)	(14.0)	(19.6)	(3.2)	6.5	17.9	7.1	9.0	—
House completions ('000)(7)	26.4	14.6	10.5	8.5	8.3	11.0	12.7	14.9	—

The following table presents the macro-economic indicators highlighted above and other relevant metrics for Ireland:

Sources and notes:

1) Forecasted figures.

(2) Historical – CSO (2009 – 2016). Forecast – Irish Department of Finance.

(3) 2015 GDP figure was affected by certain one-off factors as described above.

(4) The European Central Bank.

(5) The European Commission.

(6) CSO Census 2011 and 2016.

(7) CSO.

In January 2014, Moody's restored Ireland's sovereign credit rating to investment grade. Since the January 2014 rating upgrade, Ireland has been rated as investment grade by all three of the main ratings agencies.

The NTMA issued e8.25 billion of benchmark bonds during 2016 at a weighted average yield of 0.82 per cent. and a weighted average maturity of 10 years (as well as a 100-year note at a yield of 2.35 per cent.) and e8.75 billion of benchmark bonds during the first six months of 2017 at a weighted average yield of 1.3 per cent. and a weighted average maturity of 15 years. It also raised e609.5 million in April 2017 through the issuance of Ireland's first-ever inflation-linked bond (Source: NTMA 2016 Annual Report and 2017 midyear update).

In line with its previous commitments to the Troika and the Stability and Growth Pact, the Irish Government is continuing to manage public finances prudently. A budget deficit of 1.9 per cent. and 0.6 per cent. of GDP was achieved in 2015 and 2016, respectively. General Government debt as a percentage of GDP has declined from its peak level of 119.5 per cent. of GDP at the end of 2013 to 72.8 per cent. of GDP at the end of 2016 and is forecasted to be 72.9 per cent. for 2017 (Source: NTMA – Government Finance Statistics, Department of Finance).

As Ireland has demonstrated the strength of its recovery across both macro-economic and fiscal indicators, the cost of borrowing for the Irish Government has fallen materially, with 10-year sovereign bond yields of approximately 0.7 per cent. as at September 2017 (Source: Bloomberg), down from a peak of over 14 per cent. in July 2011 (Source: NTMA Annual Report 2012).

3. CONCLUSION

The Group believes that the prevailing conditions in the Irish economy and, in particular, the Irish residential property market, underpin the significant continuing opportunity for the Group. A recovery in Irish residential property prices, particularly in Dublin, is ongoing due to an inadequate supply-side response to a renewal of demand for residential properties. The Group believes that it is well-positioned, and equipped with the necessary expertise, governance oversight and relationships, to contribute to addressing this imbalance and help satisfy the demand for residential properties by delivering them on land it owns itself (via its Bridgedale line of business) or by entering into joint venture or other similar partnership arrangements with Irish State bodies, local authorities, approved housing bodies, pension funds or other institutional investors (including private rented sector investors) to deliver homes on lands owned by those parties (via its Glenveagh Living line of business).

PART II

INFORMATION ON THE GROUP

1. INTRODUCTION

The Group develops and builds starter, mid-size and executive and high-end homes (both houses and apartments) in Ireland, with a principal focus on the Greater Dublin Area, either for itself or on behalf of third parties. The Group offers a platform that, following Admission, will combine a land bank in Ireland, mainly in the Greater Dublin Area, with a GDV of e1,078 million as of 31 August 2017 (representing the Conditionally Acquired Sites being acquired which are owned by TIO RLF and other sellers) with BDHL, an award-winning developer (see section 4.1 of this Part II below) that has significant development experience and expertise and which has been involved in the building of homes in Ireland since 2003, and BCL, a company under common ownership with BDHL, which has served as the asset advisor to TIO RLF since 2014.

The Group seeks, through a combination of skills in sourcing, evaluating and acquiring land, site planning and development, constructing homes and marketing completed homes, to scale its operational platform and become a leading housebuilder in Ireland able to execute complex development projects targeting multiple segments of the residential home market. The Group is able to deploy multiple construction methods to offer a broad range of housing styles to satisfy most of the customer segments in the Greater Dublin Area residential housing market, from social housing/affordable homes to executive and high-end homes. Initially, the Group intends to target up to half of its homes at first-time buyers given the chronic demand and supply imbalance in the Irish residential housing market, although that approach may evolve over time as customer requirements change and market circumstances dictate. In addition to developing its own land (via its Bridgedale line of business), the Group will consider augmenting its operations with joint venture and partnership arrangements to develop residential schemes on land owned by third parties (via its newly-established Glenveagh Living line of business).

The Group is led by the Founders, John Mulcahy, Justin Bickle and Stephen Garvey, who are seasoned executives with backgrounds in private equity, law, property development and agency and housebuilding. The Founders are supported by the Senior Management Team and together they have a track record of over 100 years' experience in the Irish property sector and longestablished local relationships with public and private industry participants.

2. HISTORY

The Company was incorporated on 9 August 2017 and has a subsidiary, Glenveagh Properties (Holdings) Limited, which in turn has a subsidiary, Glenveagh Living Limited (which were incorporated in September 2017 and August 2017, respectively).

At Admission, the Company will acquire the entire issued share capital of each of BCL and BDHL and will subsequently transfer BCL and BDHL to Glenveagh Properties (Holdings) Limited. At Admission, BDHL will also acquire the entire issued share capital of Greystones Devco and Braddington. Between them, BDHL and Braddington own the entire issued share capital of Feathermist (holding 35.6 per cent. and 64.4 per cent., respectively).

The diagram below sets out the expected structure of the Group following Admission and after giving effect to the intra-Group transfers noted above which are expected to take place shortly after Admission.

BDHL was founded by Stephen Garvey in March 2003 and bought its first site in mid-2003 and its second site in early 2004. By the end of 2005, BDHL had completed its first apartment development. During the financial crisis years of 2007 through 2012, BDHL did not make any significant land acquisitions, but did maintain its construction operations and continued to work closely with Ulster Bank, a wholly-owned subsidiary of Royal Bank of Scotland plc, on developments financed with debt. With funding from Ulster Bank, BDHL purchased its first site following the financial crisis at Ballyboughal near Dublin airport in 2012 and that site was subsequently fully developed and sold.

In 2014, BDHL began discussions with Oaktree regarding BDHL developing sites in the Greater Dublin Area on Oaktree's behalf. Oaktree engaged BDHL as well as BCL to provide development and asset advisory services for TIO RLF in relation to residential development. BCL and BDHL were successful in obtaining the requisite planning permissions for substantially all of the sites that TIO RLF wished to develop as well as for four sites that were resold to third parties prior to being developed at an attractive return based on the planning permissions obtained.

During the period 2015-2017, development began on four of the Conditionally Acquired Sites. BCL also began the sales process for the first tranche of homes in the flagship Marina Village, Greystones residential scheme in 2016. The development of these Conditionally Acquired Sites and identification of sites for the land acquisition pipeline has continued during 2017.

Greystones Devco was incorporated in July 2015 and has provided development management services to TIO RLF for the Marina Village, Greystones project since October 2015. For more information in relation to the role of Greystones Devoco in these arrangements, please refer to section 6.2 of this Part II ''Information on the Group''.

Braddington was incorporated in November 2016 as a joint venture between BDHL and a third party for the purposes of holding the entire issued share capital of Feathermist (itself incorporated in November 2016), the owner of the Conditionally Acquired Site at Ballyboughal, Co. Dublin.

For presentational purposes, the Company, Glenveagh Properties (Holdings) Limited, Glenveagh Living Limited, BDHL, BCL, Greystones Devco, Braddington and Feathermist are collectively referred to in this Prospectus as ''the Group'' (and, individually, as members of the Group) in relation to the periods both before and after Admission notwithstanding that these entities will not form a group until completion of the acquisitions noted above, which are conditional on Admission.

3. THE TEAM

The Group is led by the Founders, who are John Mulcahy (Executive Chairman), Justin Bickle (CEO) and Stephen Garvey (COO) and the Senior Management Team, which includes Michael Rice (CFO), Shane Scully (MD, Glenveagh Living), Chloe McCarthy (Company Secretary & Head of Investor Relations Designate), Roger Browne (Construction Director), Tony McLoughlin (Construction Director), Eoin Moore (Operations Director), David Bennett (Investment Director), Ronan McKenna (Sales Director), Richard Caldwell (Procurement Director), Alan Cleary (Financial Controller) and Catherine Hanly (Planning Manager).

The Founders have significant experience in both the housebuilding industry and associated sectors in Ireland and the UK, as well as other consumer facing sectors globally. John Mulcahy has been recently appointed as Executive Chairman of the Company and has over 40 years' experience in the Irish property market. Among other things, he was chairman and CEO of Jones Lang LaSalle's business in Ireland and a board member of NAMA, the body established by the Irish government to acquire distressed property loans from Irish banks. Justin Bickle has been recently appointed as CEO of the Company but has experience working with the Group through his role as chairman of TIO ICAV. Justin has over 22 years' senior level experience in the private equity, legal, finance and property fields. Stephen Garvey founded BDHL in 2003 and has over 20 years' experience in the Irish construction and property industry. Through his work with BDHL and BCL, he has been involved in a number of leading residential development projects across the Greater Dublin Area. Each of the Founders is a Director.

The Senior Management Team as a whole has significant knowledge of all aspects of housebuilding in Ireland, including, but not limited to, purchasing land and loans secured on land, planning and building regulations, and safety specifications, and has established relationships with land sellers, government authorities, construction firms and other key stakeholders in the Irish property market. The Board and the Senior Management Team are also skilled in executing complex projects and undertaking joint ventures and other similar partnership arrangements.

For more information on the Board, the Founders and the Senior Management Team, see Part III ''Directors, senior management team and corporate governance''.

4. KEY STRENGTHS

The Group believes that it benefits from the following key strengths:

4.1 An established operating platform with a proven track record of delivering complex projects, either alone or in partnerships

The Group, through BDHL and BCL, has successfully operated in the Irish new-build residential housing market since 2003. It traded through the economic downturn, the global financial crisis which began in 2007 and the subsequent collapse of the Irish property market. It was not woundup, and none of its assets were acquired by NAMA. Since the recovery of the Irish economy, the Group, through BDHL and BCL, has substantially expanded its operations and delivered a number of residential developments on behalf of TIO RLF. The Group intends to continue to use its Bridgedale line of business for its build-for-sale developments.

One of the Group's projects is its flagship Marina Village, Greystones residential scheme in County Wicklow. This project was a public-private partnership between Wicklow County Council (''WCC'') and the Sisk group in conjunction with TIO RLF, for which the Group, through BDHL and BCL, acted as a developer. The scheme has involved the largest marine engineering works in Ireland since the nineteenth century, resulting in the creation of a new harbour and marina at Greystones. There had been little to no development on the site for almost a decade until the Group became involved in 2015 and the Group's role has been to construct a large residential development, which is being undertaken in various stages, and which is expected to have 276 homes upon completion, expected to be in the fourth quarter of 2021. As at 30 September 2017 the Group had closed the sales of, contracted for sale or had reserved a total of 89 units. BDHL won the 2016 KPMG Irish Independent Property Industry Excellence Awards for Community Benefit Award and the 2016 Panasonic Pro Award for Best European Residential Project for this project and was shortlisted for the 2017 Residential Project of the Year Award at the Irish Construction Industry Awards. For more information about Marina Village, Greystones, see section 6.2 of this Part II.

The Founders have established relationships with private equity sellers in Ireland based on their experience in the Irish housing market and globally. Furthermore, through its work in the Greater Dublin Area, the Group has established relationships with approved housing authorities (such as Tu´ ath Housing and Clu´ id Housing), with governmental and local authorities (such as NAMA and WCC), with property and real estate consultancies (such as Savills, CBRE, Knight Frank and Cushman & Wakefield) and with construction companies (such as Bennett Group and Sisk group). Each of these stakeholders has an important role to play in the development cycle of property in the Greater Dublin Area and the Group is well-placed to negotiate and work with them over the long term. The Group believes that it can capitalise on this expertise in construction and development to deliver a substantial number of high-quality homes in the Greater Dublin Area through its Bridgedale and Glenveagh Living lines of business.

4.2 Attractive land bank in the supply-constrained Greater Dublin Area and a pipeline of land acquisition opportunities

The Group is well-positioned to take advantage of the imbalance between supply and demand for housing in the Greater Dublin Area. The Group has selected the Conditionally Acquired Sites using an acquisition methodology that it has honed over several years through BCL's role as an asset advisor to TIO RLF and, as such, believes that the Conditionally Acquired Sites represent an attractive and diverse land bank that the Group can use to develop residential housing once appropriate planning permissions (where not already in place) have been obtained. The Conditionally Acquired Sites have a GDV of e1,078 million as at 31 August 2017. A number of the Conditionally Acquired Sites are within commuting distance of Dublin city centre and well connected via local transport links, thereby increasing the attractiveness of residential housing on such sites.

Using the same methodology, the Group has also identified the Potential Sites, being a pipeline of attractive and actionable land acquisition opportunities (being opportunities which fit within the parameters of the Group's business plan and which the Group believes have a reasonable chance of being pursued successfully) that are either already or are expected to become available for sale over the next twelve months. For more information on the Potential Sites, see section 6.4 below.

4.3 Experienced and proven senior management with a strong track record

The Group benefits from a highly experienced leadership and management team with extensive experience, established relationships with industry participants and well-regarded local reputations. Between them, the Founders and the Senior Management Team have a combined track record in the Irish real estate and housing sector of over 100 years. Each of the Founders also has relationships with participants in, and/or experience of, housing markets outside of Ireland (for example, Justin Bickle's extensive experience in the UK). Furthermore, the Founders and the Senior Management Team have experience in evaluating and developing mixed use schemes with national and local agencies which may be of particular relevance for the Group's residential development partnership model to be adopted through Glenveagh Living. The MD, Glenveagh Living has previously been involved in originating and executing joint ventures with TIO ICAV in respect of combined office and residential portfolios. A number of individuals in the Senior Management Team have worked with the Group for several years and assisted it with a number of its developments and projects.

4.4 Well-capitalised housebuilder

One of the barriers to entry in the housebuilding industry is that a prospective housebuilder requires a significant amount of funding to pay for acquisitions of sites and the costs of development. As a consequence of its receipt of the net proceeds of the Offer, the Group expects to be a well-capitalised housebuilder with access to sufficient funding to execute its medium-term business plan. On Admission, the Group will become only the second significant Ireland-focused listed housebuilder (the other being Cairn Homes plc, which has a target run rate of completions of 1,200 units per annum from 2019 (Source: Cairn Homes plc results announcement, 31 December 2016), representing approximately 5 per cent. of the Group's current estimate of housing demand in Ireland). The Group's listings will give it access to opportunities to obtain further funding that it believes are unavailable to most other unlisted participants in the Irish residential housing market. Provided that homes expected to be built on the Conditionally Acquired Sites, any acquired Potential Sites or any other acquired sites can be sold in line with the Group's expectations for ROCE, the Group expects that it will have sufficient resources to continue acquiring and developing other sites. The Group also intends to enter into a revolving credit facility as soon as reasonably practicable following Admission, which it expects will provide it with further working capital flexibility, with a target that total borrowings should not exceed 25 per cent. of the Group's consolidated net assets at the time the debt is incurred.

4.5 Flexibility in providing innovative homes for different market segments

The Irish housebuilding market is characterised by housebuilders who typically target a single segment of the market and build homes using a single construction method (for example, masonry). The Group has the capability, and intends, to target a number of different segments of the market, primarily first-time buyers but also those with other needs (for example, people looking to buy a bigger home). The Group also has the knowledge, experience and expertise in multiple construction methods to be able to construct homes from different materials and in different styles. Some of its developments (such as Cois Glaisı´n, Navan, Co. Meath) are constructed with masonry, some (such as Marina Village, Greystones and Holsteiner Park, Clonee) with timber frames and some, such as those used for social and affordable homes (for example, at Milltown Meadows, Ashbourne), may be constructed with rapid build steel frames. Which construction method is used depends on various factors, including the target market and therefore target sales price of the homes, the costs of each method, the availability of workers with the necessary skills for the relevant project and which construction method helps underpin the highest ROCE. The Group's flexibility permits it to construct the right homes in the right locations at the right price point for a broad spectrum of potential buyers.

4.6 A scalable operating model to deliver quality homes for attractive returns

The Group's operating model for building homes (including BDHL's established housing delivery platform and BCL's site selection and diligence processes), headed by the COO and the Construction Directors, can be scaled up efficiently. The Group, through BDHL and BCL, completed 60 new homes in 2016 for TIO RLF and expects to complete 196 new homes in 2017, with 14 due to be completed for TIO RLF after Admission under the terms of the TIO RLF Acquisition Agreement (being the TIO RLF Retained Units). During the first nine months of 2017, the total number of closed sales and sale contracts executed was 183. The key to the scalability of the Group's operations is that the Group already has an organisational structure in place which draws on the expertise and talent of both its 85 employees and its network of approximately 650 external contractors (each number being as at the Latest Practicable Date). The Group has a developed supply chain to provide materials and equipment for its developments. The Group also has in place proven, rigorous land assessment, design and construction methodologies that successfully achieved the returns required by TIO RLF. The Group believes these methodologies will assist the Group to meet the ROCE and other financial targets it has set going forward.

The Group expects to hire additional personnel to assist with the Group's operations over time. The Group intends to recruit two or three additional Construction Directors to help oversee the Group's developments and, as the need arises, a number of other individuals to fill roles at various stages of the construction process, as well as seek to expand its network of contractors. In accordance with its plans to be building at least 1,000 homes per annum by 2020 and at least 2,000 homes per annum in the long-term, the Group expects to have employed approximately 100 additional individuals in the medium-term.

4.7 Experience in obtaining planning permission and residential zoning designation

The Group has a dedicated in-house team, currently headed by Planning Manager, Catherine Hanly, which is responsible for acquiring planning permissions, obtaining the zoning designation as residential for sites and dealing with other matters related to planning. The Group's team has significant planning expertise and, in addition to its dealings with planning consultancies and other related entities, has built up strong relationships with local authorities and An Bord Pleana´ la, the Irish planning appeals board. It has achieved planning approvals for a total of 1,442 units since November 2014 (as at the Latest Practicable Date), which included approval for six sites with more than 100 units, and a 94 per cent. success rate for achieving planning permission, with 33 planning applications approved out of 35 submissions made by BDHL or BCL. The Group has also achieved unit number increases and improved unit mixes through its successful planning applications, such as at Milltown Meadows, Ashbourne and Cois Glaisı´n, Navan, Co. Meath. The Group intends to appoint a Head of Planning after Admission.

The Group's experience in planning matters means it is willing, where appropriate, to acquire land without the necessary zoning and planning permissions in place, giving it an advantage in acquiring sites for development and maximising its potential to realise returns. For example, Herbert Hill, Dundrum, was acquired without planning permission and the Group was successful in obtaining permission for a 91-unit scheme. The purchase price for land which does not have planning permission for residential development, or is not zoned as residential, is typically lower than the price of a comparable site that is ready for residential development. Consequently, although the site cannot be developed as quickly as if the relevant zoning and permissions were in place, such a site has the potential for development at a greater gross margin and a higher ROCE.

The Group believes that it is well placed to achieve a high success rate with its applications for the Conditionally Acquired Sites and any Potential Sites it acquires that currently lack suitable full planning permission or are currently not zoned for residential use, and that it will continue to achieve success with respect to planning applications for sites that the Group acquires in the future. For more information about the operations of the Group's planning team, see section 7.3 below.

5. STRATEGY

The Group seeks to become a leading housebuilder in Ireland. To achieve this goal, the Group is focused on the following key strategic priorities:

5.1 Assemble and maintain a quality land bank capable of fulfilling the Group's long-term business plan

The Group plans to maintain a rolling five- to seven-year supply of land based on its long-term target run rate for completions of approximately 2,000 units per year, resulting in a target land bank of between 10,000 to 14,000 units. The Group believes this plan would provide it with the potential to achieve a steady revenue stream in a market which has historically been cyclical and subject to periods of severe imbalance between demand and supply.

The Group has selected the Conditionally Acquired Sites because it believes that these sites together have the potential to generate sustainable profit over the long term for the Group. The Group believes that approximately 3,020 homes could be built on the Conditionally Acquired Sites if the Group is able to acquire the requisite residential zoning and planning permissions (please see section 6.3. of this Part II ''Information on the Group'' in relation to the planning status of the Conditionally Acquired Sites). Of the 3,020 potential homes, approximately 1,728 homes are Shovel-Ready.

The Group has also identified the Potential Sites and will seek opportunities to purchase these and additional sites which would allow the Group to meet its target of a five-to-seven year supply of land based on the long-term target run rate for completions.

In assembling its land bank, the Group has used, and expects in the future to use, an approach to site selection that focuses on consistent investment criteria. This approach has been developed by the Founders over several years of evaluating and then executing site acquisitions using the criteria set out in the following diagram:

All sites are evaluated on the basis of the investment criteria specified in the diagram and the Group tests each proposed site acquisition rigorously for the potential to generate its targeted returns. The Group believes that the robustness of its site evaluation and modelling of potential returns, together with a rigorous focus on ROCE, will assist it in assembling and maintaining a high-quality land bank and maintaining discipline in relation to land acquisition price.

5.2 Continue to scale the Group's housing delivery operations consistent with its business plan and targets

Having regard to the significant business opportunity to deliver homes at a favourable point in the economic cycle, the Group intends to scale up its operations progressively, having set itself a target of developing at least 1,000 homes per year by 2020, up from an expected completion of 196 homes in 2017, and then at least 2,000 homes per year long-term on a sustainable basis. In 2018, the Group will seek to develop at least 250 homes; in 2019, 725 homes (contingent upon the acquisition of sites with full planning permission other than the Conditionally Acquired Sites, and based on the expected higher velocity of sales resulting from the increased number of apartments in the product mix); in 2021, 1,350 homes; and in 2022, 1,750 homes (in each case, excluding potential opportunities through Glenveagh Living). To achieve this, following Admission the Group intends to:

• * use approximately e47 million of the net proceeds of the Offer to acquire the Conditionally Acquired Sites under the Kells Acquisition Agreements and the Braddington Acquisition Agreement, with approximately e401 million of the net proceeds of the Offer being available to acquire and develop other sites in the future in such a way that the completion of homes generates sufficient returns, together with the proceeds from any financing which the Group may obtain, for the Group to fund the acquisition of further sites;
• * hire additional employees and widen its contractor network so as to have enough personnel (both direct and indirect) to achieve its target of developing at least 1,000 homes per year by 2020; and
• * streamline and improve its infrastructure, operational procedures and the efficiency of its construction processes such that it is able to construct homes on a larger number of sites simultaneously and thereby save on materials, labour and time per development.

The Group believes that it has a well-formed organisational structure with clear reporting lines and that it will be able to engage a sufficient number of employees and contractors to help it to scale up its operations over time in a manner consistent with its business plan and financial targets. See section 7 below for more information about the Group's operations.

5.3 Strengthen reputation for product and delivery innovation, with Glenveagh Living becoming Ireland's residential joint venture partner of choice

The Group already has a track record for product and delivery innovation in the Irish residential property market as a result of BDHL's and BCL's operations. Certain of the Founders and certain other members of the Board also have relationships with participants in, and/or experience of, housing markets outside of Ireland (particularly in the UK). Whereas the housebuilding industry in Ireland is characterised by a large number of local builders operating on a small scale with limited funding, the UK housebuilding industry is dominated by a handful of large institutional (and listed) housebuilders. The Group intends to draw on its knowledge of the housebuilding industry in the UK and in continental Europe to construct homes in Ireland on a more efficient and cost-effective basis and to bring innovative and efficiently-designed homes to market in the Greater Dublin Area and Ireland more generally.

In addition to its build-for-sale operations, the Group intends, through Glenveagh Living, to undertake project work through joint venture or similar partnership arrangements with public and private landowners to design, develop and build predominantly residential housing schemes and other similar regeneration schemes on their land. The Group may choose to contribute equity and thus be a minority stakeholder in such schemes where it believes an attractive ROCE can be achieved. Otherwise, in relation to such schemes, the Group will act as a consultant or contractor and be paid a fee for it services. These projects could take various forms, each with a distinct financial and risk sharing profile. As a significant element of the capital needed to carry out such projects is likely to be contributed by third parties, the Group would typically be allocating proportionately less capital to such projects than to its own developments carried out through Bridgedale, on a per project basis. The Group expects that implementing the lower capital model of Glenveagh Living will lower the overall capital requirements of the Group, be accretive to the Group's targeted ROCE, provide diversification and resilience across the economic cycle, reduce associated financing and site concentration risk and provide a differentiated offering compared to its listed and private competitors. While the Group intends that Glenveagh Living will focus predominantly on residential development schemes (including development of private rented sector products), if a proposed project is a mixed use project (e.g. residential and commercial), the Group may still choose to participate. Consequently, the Group believes that operating through joint ventures or similar partnership arrangements with public and private market participants will enable it to access a wide range of development opportunities in addition to its build-for-sale work (through Bridgedale).

The MD, Glenveagh Living, working closely with the Founders, intends to build on their relationships, expertise and track record to facilitate joint venture and partnership opportunities for the Group through Glenveagh Living. For an example of the type of partnership arrangements which the Group intends to pursue through Glenveagh Living, please refer to the descriptions of Milltown Meadows, Ashbourne and Marina Village, Greystones, in section 6.2 of this Part II.

5.4 Maintain consistent and disciplined focus on returns and margins

Through its work with TIO RLF, the Group has developed a consistent and disciplined focus on margins and returns which has been tried and tested in purchasing over 20 sites (as at the Latest Practicable Date) and representing a total GDV of approximately e810 million. Using its consistent investment criteria (as described in the diagram in ''Assemble and maintain a quality land bank capable of fulfilling the Group's long-term business plan'' above), the Group considers a range of different factors, such as the zoning and planning status of the site, the potential type of home to be built on the site, the quality of the area, the scale of infrastructure and services required and the range and quality of amenities in the nearby area. Based on the planned mix of the potential types of homes that the Group may be able to build in 2018, 2019 and 2020 on the Conditionally Acquired Sites on which construction has begun or that have full planning permission, the Group will seek to achieve average selling prices of between e310,000 and e380,000 in 2018, between e340,000 and e410,000 in 2019 and between e315,000 and e390,000 in 2020. See the risk factor ''The Group may be unable to achieve its ROCE, IRR, gross margin and average sale price targets and its estimated GDV for a site'' and section 5 in ''Presentation of Information'' for further details.

On a Group-wide basis, once it achieves scale (that is, developing at least 1,000 units per year, which it will seek to achieve by 2020) the Group intends to focus on ROCE as its key performance metric, with the target for ROCE being at least 25 per cent. on a Group-wide basis (from fiscal year 2021 onwards). The Group will seek to achieve a minimum IRR of at least 15 per cent. or a gross margin of at least 20 per cent. once the Group achieves scale, with the gross margins being lower in the prior years as the Group grows its business and as a result of the anticipated site product mix. The Group will also continue to seek to meet ROCE, IRR and gross margin targets in relation to each site or project. See section entitled ''Presentation of Information'' for further discussion of these metrics.

5.5 Become Ireland's leading residential delivery platform

The Group believes that it can benefit from the imbalance between supply of, and demand for, housing in Ireland. For more information about this imbalance, see Part I ''Industry Overview''. There is currently only one substantial listed Ireland-focused housebuilder operating in Ireland and only a handful of privately-held housebuilders have access to sufficient debt and/or equity funding to produce a significant number of completed units on an ongoing basis. As a result, the Group believes that as a housebuilder with access to permanent capital to purchase and develop sites, it will have a competitive advantage over many existing market participants in meeting the existing demand for housing and the potential future demand that may be generated by favourable economic and demographic conditions. The Group intends to purchase and fund a portion (as necessary) of the development of the Conditionally Acquired Sites and possibly some of the Potential Sites using the net proceeds of the Offer, together with the proceeds from any financing which the Group may put in place, and to use the funds from completed sites to purchase and develop further suitable land while maintaining the rigour of its site selection process and focus on returns.

The Group believes that it can position itself to make consistent returns given the current nature of the property market in Ireland, while remaining diversified and capable of attracting homeowners from other market segments in addition to buyers of starter-homes.

Although the Group's focus is currently primarily on the Greater Dublin Area, it will remain open to continuing its acquisition and development of sites on a selective basis in other parts of Ireland (particularly the cities of Cork, Galway and Limerick) if it believes it can develop those sites in line with its strategic and financial targets.

6. DEVELOPMENTS

6.1 Initial approach

The Group has the ability to develop and build different styles of houses and apartments to attract different types of buyers primarily in the Greater Dublin Area. The Group, through Bridgedale, initially intends to target the following segments of the new-build residential housing market, and will also be able to deliver similar homes through Glenveagh Living. The information given below is illustrative only and the price ranges will depend on the location of the developments as well as the product type, with the price points typically being substantially higher in prime areas closer to Dublin than in other parts of the commuter belt:

	First-time buyers	Social/ affordable(1)	Downsizers	Trader uppers	Executive/ high end
Illustrative percentage of output	50	10	10	15	15
Home type	1, 2, 3 bed	1, 2, 3 bed	1, 2, 3 bed	3, 4+ bed	4+ bed
Illustrative pricing	c.e220-450k	c.e220-275k	c.e400-750k	c.e450-750k+	c.e750k+

(1) Irish law places obligations on developers in relation to social housing, for example, requiring them to make a proportion of the units in any development of 10 or more units in size available for social housing (see ''Regulatory'' in Part I ''Industry overview'' for more information). The method for calculating the price of units transferred to a local authority to comply with the social housing obligation is prescribed by law. In addition to fulfilling such obligations, the Group may choose to work on developments composed entirely of social and affordable homes where it would be economically attractive to do so (for example, because the alternative would be to build other homes which would not generate a similar level of return for the relevant site).

6.2 Recent and current developments

The Group has already proven itself capable of constructing homes to meet the various requirements of customers in the Greater Dublin Area. Examples of recent and current developments by the Group are set out below. These developments were undertaken on behalf of TIO RLF and targeted IRRs as prescribed by TIO RLF.

The Group will continue to monitor the IRRs from those sites that it is currently developing and will continue to develop following Admission, and additionally believes that these sites have the potential to generate ROCE (at a site level and at a Group level) at the level that the Group is targeting.

Marina Village, Greystones (Flagship residential development)

This site is a coastal development located beside the marina in Greystones with clear views of the Irish Sea to the east and the Wicklow Mountains to the west. This development involves the construction of homes on land adjacent to the marina in Greystones (which was constructed in and around 2008). The site has planning permission for 269 residential homes (being 54 houses and 215 apartments) (excluding completed and partially completed houses retained by TIO RLF). As at 30 September 2017, 89 homes had been completed. The selling prices of homes are expected to be in the range of e450,000 to over e750,000. The site is expected to be completed in the fourth quarter of 2021.

Prior to Admission, the Marina Village, Greystones project has been structured as a joint venture between TIO RLF and Sispar in conjunction with WCC, for which the Group (via BCL) acted as the asset development manager to TIO RLF. The project required the structuring of the investment as a sub-sub-participation in an existing long term public private partnership-style concession structure so as not to breach EU procurement rules, and to ring-fence both historical liabilities and liabilities that were not connected with the residential development component of the scheme. Once commercial terms had been agreed, BCL spent several months working with the project's relevant stakeholders to ensure that the site could be developed in a way which was consistent with the requirements of WCC and local residents, and would mitigate the Group's risk exposure and generate attractive returns for TIO RLF. Conditional on Admission, the Group has contracted to acquire TIO RLF's interest (other than in respect of the TIO RLF Retained Units (more information in respect of which is set out in section 2 of Part IV ''Operating and Financial Review'' and section 9.5 of Part X ''Additional Information'')) in the arrangements governing the Greystones project (and, accordingly, the Group will not acquire the land associated with this site). A diagram illustrating the high level contractual structure of this development prior to Admission is set out below.

In 2007, Sispar acquired this development opportunity pursuant to the Greystones Concession Contract entered into with WCC. As part of a wider marine and landside development at the marina in Greystones procured by WCC under the Greystones Concession Contract, Sispar was granted the right to develop and sell residential units (as well as the right to call on WCC to grant title to those units to purchasers). Under the Greystones D&C Contract, Sispar sub-contracted its design and build obligations under the Greystones Concession Contract (including in respect of the residential property aspects) to a separate contracting entity, Sispar Construction, as would be typical in a PPP arrangement.

In 2015, TIO RLF agreed to participate in this development opportunity by entering into the Greystones Property Participation Agreement with Sispar. Under the Greystones Property Participation Agreement, TIO RLF effectively assumed Sispar's rights to develop and sell the residential units (including the right to call on WCC to grant title to purchasers), in consideration for TIO RLF agreeing to make various payments to Sispar (including paying an agreed share of the sale proceeds of each unit to Sispar, subject to a minimum guaranteed amount and a maximum cap).

In conjunction with the Greystones Property Participation Agreement, various other agreements were entered into to give effect to TIO RLF's participation in the development. These include the Greystones Title Delivery Agreement, which sets out the mechanism by which WCC (via the WCC SPV) grants title to house purchasers when called on to do so by TIO RLF; the Greystones D&C Sub-Contract, under which Greystones Devco derives its licence to develop the units and assumes Sispar Construction's design and build obligations in respect of the development; and the Greystones Direct Agreement, under which (among other things) TIO RLF had the right to ''step-in'' to the Greystones Concession Contract to prevent it being terminated in the event of a Sispar default.

Conditional on Admission, the Group has pursuant to the TIO RLF Acquisition Agreement contracted to acquire the rights (other than in respect of the TIO RLF Retained Units) currently held by TIO RLF under the above contractual arrangements. To achieve this, BDHL will accede to the Greystones Property Participation Agreement and the Greystones Title Delivery Agreement to assume TIO RLF's rights and obligations thereunder, including the right to sell units to purchasers and call upon WCC to grant title to those purchasers (other than the TIO RLF Retained Units).

The Group, pursuant to the Greystones Devco Acquisition Agreement, will also acquire Greystones Devco, thereby assuming the rights and obligations to develop the site under the Greystones D&C Sub-Contract. Greystones Devco will continue to act as the development entity for the Greystones Marina Village development (including in respect of the TIO RLF Retained Units on behalf of TIO RLF until those units are sold). Greystones Devco is also party to a developer agreement with the owners management company for the Greystones development (a company controlled by the owners of the units), as a requirement of the Multi-Unit Developments Act 2011.

The Greystones Direct Agreement will also be novated to BDHL, which will include giving BDHL the benefit of the step-in rights thereunder. The development will continue under the existing PPP concession structure with the Group having assumed the right to participate in the concession to carry out the development of the site and to sell the units therein (other than in respect of the TIO RLF Retained Units).

As part of this acquisition, the Group will make a lump sum payment of approximately e21 million to Sispar out of the net proceeds of the Offer in full and final settlement of the existing sale proceeds sharing obligations under the Greystones Property Participation Agreement described above. Accordingly, following such payment, the sale of the units will no longer be subject to the payment of a share of the sale proceeds of each unit to Sispar.

A diagram illustrating the high level contractual structure following completion of these arrangements is set out below:

For more information about the contractual arrangements under which BDHL will acquire the rights related to this development and the acquisition of Greystones Devco, please see section 9 of Part X ''Additional Information''.

Cois Glaisı´n, Navan, Co. Meath (Starter homes)

This site focuses on first-time buyer homes and is located in the Dublin commuter-belt town of Navan, which is one of the fastest growing commuter towns in the Greater Dublin Area. The development comprises 2 and 3 bedroom terraced houses, 3 and 4 bedroom semi-detached houses and 4 bedroom detached houses with selling prices expected to be in the range of e220,000 to e300,000. The total number of homes is expected to be 269 (excluding completed and partially completed houses previously sold or to be retained by TIO RLF). The development is the first starter home development of this size and scale in Navan and, as at 30 September 2017, total sales were approximately e16.3 million. The site is expected to be completed in the fourth quarter of 2021. The targeted IRR of this development is 25 per cent. The Group has contracted to acquire this development conditional only on Admission and will complete the acquisition as soon as practicable following Admission.

Holsteiner Park, Clonee (Executive/high-end)

This is an exclusive development of 15 large detached houses which are being built on substantial half acre plots. The site is targeted at executives who live in Ireland with their families as well as overseas executives who are relocating to Ireland. The site is located near the M3 and M50 motorways, providing transport links to Dublin and elsewhere in Ireland. The selling prices of homes are expected to be in the range of e725,000 to e895,000. This site is expected to be completed in the fourth quarter of 2018. The targeted IRR of this development is 31 per cent. The Group has contracted to acquire this development conditional only on Admission and will complete the acquisition as soon as practicable following Admission.

Milltown Meadows, Ashbourne (Social/affordable)

This site comprises social and affordable housing located in Ashbourne, a Dublin commuter town with strong employment and demographic indicators. It comprises 67 homes and is one of the largest social and affordable housing developments in Ireland. It was the result of a partnership between TIO RLF and Clu´ id Housing, an approved housing body, and conducted via BDHL and BCL through a forward sale arrangement of the completed units to Clu´ id Housing meaning that all the units have already been sold (for approximately e17.8 million in total). As such, the Group will not acquire this development following Admission. The selling prices of homes are in the range of e220,000 to e300,000. The site is expected to be completed in the fourth quarter of 2017 and is expected to result in an IRR of 22 per cent (which will be for the account of TIO RLF rather than the Group, as this site is not being acquired by the Group).

Milltown Meadows is a ground-breaking scheme in the Irish residential market and represents a potential model for future schemes for the Group through Glenveagh Living.

Herbert Hill, Dundrum (Dublin apartments)

This site comprises apartments suitable for young couples and small families working in central Dublin and is located in the centre of Dundrum immediately adjacent to Dundrum Town Centre, one of the largest shopping centres in Ireland, which was recently acquired from NAMA by Allianz and Hammerson. The total number of apartments in the development is expected to be 90. The site has a light rail tram station situated beside it (known in Ireland as the LUAS tram system) and has convenient links to the M50 and N11 roads, which would allow homeowners quick access to Dublin by car. Sales on this site have not yet commenced but it is scheduled to be completed in the second quarter of 2019. The targeted IRR of this development is 17 per cent. The Group has contracted to acquire this development conditional only on Admission and will complete the acquisition as soon as practicable following Admission.

6.3 Background to the Conditionally Acquired Sites

The Group has contracted to acquire 27 sites, 26 of which it intends to develop and one of which (being Adelaide Road, Bray, Co. Wicklow) it is considering selling in the near-to-medium future based on the site's small scale relative to the other Conditionally Acquired Sites and the types of site which the Group intends to target in the future (including the Potential Sites). It will acquire 14 of these sites from TIO RLF and 13 sites from third party sellers. The estimated current market value of the Conditionally Acquired Sites, as set forth in the Valuers' Reports, is e172,125,000 million. All of the Conditionally Acquired Sites are in Ireland.

The acquisition of the Conditionally Acquired Sites is conditional only on Admission and, therefore, once Admission has occurred the Group intends to complete the purchase of each Conditionally Acquired Site as soon as practicable once formalities prescribed by Irish law have been fulfilled (which is anticipated will not be more than ten Business Days, except in the case of the Oakfield, Forge Road, Enniskerry, Co. Wicklow site, and potentially in the case of the Maplewoods, Ballinacurra West, Midleton, Co. Cork; Castleredmond, Midleton, Co. Cork; and Quinns Cross, Mungret, Co. Limerick sites, in relation to which please see the risk factor ''Completion under some or all of the Kells Acquisition Agreements may be delayed or may not occur at all'' in ''Risk Factors'').

The map below shows the locations of the Conditionally Acquired Sites (please note that Quinns Cross, Mungret, Co. Limerick; Castleredmond, Midleton, Co. Cork; and Maplewoods, Ballinacurra West, Midleton, Co. Cork are not included as they are outside the Greater Dublin area).

Further details in relation to the agreements to acquire the Conditionally Acquired Sites are set out below.

• * On 6 October 2017, the TIO RLF Acquisition Agreement was entered into between the Company, OCM, BCL and TIO ICAV (acting solely in respect of its sub fund, TIO RLF). Pursuant to the TIO RLF Acquisition Agreement, following Admission the Company shall issue 110,250,000 Ordinary Shares to OCM and the Group shall acquire 14 of the Conditionally Acquired Sites.
• * On 6 October 2017, BDHL entered into the Kells Acquisition Agreements with various vendors. Pursuant to the Kells Acquisition Agreements, following Admission BDHL shall pay a total of approximately e44.4 million to 9 vendors and the Group shall acquire 12 of the Conditionally Acquired Sites.
• * On 6 October 2017, the Braddington Acquisition Agreement was entered into between BDHL and the third party owner of Braddington. BDHL currently owns approximately 35 per cent of the issued share capital of Feathermist, a subsidiary undertaking of Braddington, and Braddington owns the remainder. Feathermist owns the Ballyboughal Site. Pursuant to the Braddington Acquisition Agreement, following Admission, BDHL shall pay the owner of Braddington the sum of e928,049 and shall procure that Braddington (or another party on its behalf) pays the owner of Braddington e1,659,655 and acquire his shareholding in Braddington.

Further information about these agreements is contained in section 9 of Part X ''Additional information''.

The Group believes that approximately 3,020 homes could be built on the Conditionally Acquired Sites if the Group is able to acquire the outstanding residential zoning and planning permissions required beyond those which are already in place for approximately 1,728 homes that are Shovel-Ready.

The Conditionally Acquired Sites are at different stages of the development process, ranging from sites where building has already commenced to sites which require rezoning as residential. Under arrangements that BCL had with TIO RLF as its asset advisor prior to Admission, development by the Group has already commenced on the following four Conditionally Acquired Sites (the so-called ''live sites''): (1) Marina Village, Greystones; (2) Cois Glaisı´n, Navan, Co. Meath; (3) Holsteiner Park, Clonee; and (4) Herbert Hill, Dundrum. Information about each of these is given above. The Group also expects development on Naul Road Phase 1, Balbriggan, Co. Dublin to commence in Q4 2017.

Following Admission, the Group intends to focus primarily on the development of the Conditionally Acquired Sites and other future acquisitions as well as generating partnership opportunities via Glenveagh Living. The Group will continue to provide advisory and development services to TIO RLF (and its affiliates) until 1 January 2018 with respect to homes on the ''live sites'' which have been constructed but remain unsold prior to Admission. These constructed homes will be sold for the benefit of TIO RLF and not the Group. For more information in relation to these arrangements, please see section 2 of Part IV ''Operating and Financial Review'' and section 9.6 of Part X ''Additional Information''. The provision of these advisory and development services to TIO RLF (and its affiliates) is not expected to form a material part of the Group's business going forward or to distract the Group from its short and long term priorities.

Information about the Conditionally Acquired Sites is summarised in the table below:

	Current	Status(12)	Site cost (approx. em) (10)	GDV (approx. em)	Potential units(2)	Cost as per
Site Live sites	Owner					cent. of GDV
Marina Village, Greystones, Co. Wicklow(1)(5)	TIO RLF	FPP	41(8)(9)(13)	173	276	24
Cois Glaisı´n, Navan, Co. Meath(1)	TIO RLF	FPP	12	72	269	17
Herbert Hill, Dundrum	TIO RLF	FPP	12(13)	48	90	25
Holsteiner Park, Clonee(1)	TIO RLF	FPP	3	13	15	22
Future sites
Rocky Road, Keatingstown, Co. Wicklow	TIO RLF	Post 2019 Zoning(6)	7	124	333	6
Blackcastle Demesne, Navan, Co. Meath	TIO RLF	FPP	6	50	180	12
Blessington, Co. Wicklow	TIO RLF	FPP	8	50	140	15
Naul Road Phase 1	TIO RLF	FPP	7(13)	41	135	18
The Birches, Foxrock, Co. Dublin(11)	TIO RLF	FPP	5	18	28	27
Clonmagadden, Navan, Co. Meath	TIO RLF	FPP	6	77	246	8
Delgany, Co. Wicklow	TIO RLF	NPP	3	15	33(3)	18
Unzoned
Castleknock Golf Club, Co. Dublin(7)	TIO RLF	Unzoned	8	TBC	12(4)	TBC
Hilltown, Clonee	TIO RLF	Unzoned	2	TBC	40	TBC
Kiladoon, Celbridge	TIO RLF	Unzoned	2	TBC	150	TBC
Totals				g681(14)	1,947

Conditionally Acquired Sites being acquired from TIO RLF
----------------------------------------------------------	--	--	--	--	--	--	--

Key

FPP: Full planning permission

NPP: No current planning permission

Note: GDVs are management estimates and should not be viewed as management forecasts. For the live sites, the GDV figure is the approximate GDV of the site not including any part retained by TIO RLF.

(1) Active sites which are currently under development.

• (2) Potential units are based on the land which will be acquired by the Group (or certain development rights in the case of Marina Village, Greystones) and assumes that the Group can obtain the requisite planning permission. This includes, in the case of the Rocky Road, Keatingstown, Co. Wicklow Conditionally Acquired Site, revised planning permission for a smaller number of larger units. In the case of Blessington, Co. Wicklow; Naul Road Phase 1, Balbriggan, Co. Dublin; and Clonmagaddan, Navan, Co. Meath this includes revised planning permission for a larger number of units.
• (3) Comprising 32 residential units and one commercial unit.
• (4) The Group believes that there is significant potential for an increase in the number of units subject to obtaining appropriate planning consent.
• (5) The Sisk group has an entitlement to a percentage of the proceeds of sale of completed units, which has been disclosed to Knight Frank as Valuer. The Group will make a lump sum payment to the Sisk group in full and final settlement of the existing sale proceeds sharing obligations. Furthermore, the Group is not acquiring the land itself but is acquiring rights associated with the land. These arrangements are explained in more detail in section 6.2 of this Part II ''Information on the Group''.
• (6) The Group intends to seek a revision to the existing planning permission and subsequently build out under the revised planning permission, which will be unaffected by the site's current zoning designation (currently ''strategic land bank'', having been redesignated since the planning permission was granted). The Group believes there is a reasonable prospect that the land will be re-zoned for residential development in 2019.
• (7) Castleknock Golf Club, Co. Dublin has an associated management company, CGLF Limited, which is currently owned by an Oaktree entity which wishes to divest of its ownership of CGLF Limited at the same time it divests of the land. Conditional upon Admission, CGLF will be sold to an independent third party company, BRBM Golf & Leisure Limited, and it is expected that CGLF and BRBM Golf & Leisure Limited will continue to operate the golf club on an interim basis. Following Admission, the Group intends to identify a long-term third party operator for the golf club (so that it can continue to be run as a golf club until such time as the site is re-zoned for residential development, which is not expected to occur in the short- to medium-term, or is used in a land-swap transaction to acquire site(s) which the Group may consider to be more attractive for development) and has entered into the CGLF Option Agreement under which it has the right to purchase CGLF or procure its purchase by a third party, in either case for nominal consideration. Please see section 9 of Part X ''Additional Information'' for more information.
• (8) Total site cost for Marina Village, Greystones comprises c.e18.4 million for the acquisition of certain interests in the site, c.e1.8 million for additional work in progress at the site and c.e21 million payment to Sisk. For more information, please see section 6.2 of Part II ''Information on the Group'' and note 9 below.
• (9) Please note the variance between the figure in the table above and the Red Book value as a result of the exclusion of c.e1.9 million of commercial units to be retained by Sisk.
• (10)Excludes stamp duty, acquisition costs and e10 million in transaction costs payable to OCM. Rounded to nearest e million.
• (11)The Group will be taking over a claim brought by TIO RLF in the High Court against the owner of certain land adjoining The Birches, Foxrock, Co. Dublin in relation to the alleged trespass by the adjoining landowner. To the extent the Group is not successful in the claim, an alternative route is expected to be required for surface water discharge, which may be subject to an additional planning application. The Group does not expect that any re-routing of the surface water discharge would affect the number of potential units at the site.
• (12)In relation to Rocky Road, Keatingstown, Co. Wicklow; Blessington, Co. Wicklow; Naul Road Phase 1, Balbriggan, Co. Dublin; and Clonmagaddan, Navan, Co. Meath, while these sites have full planning permission in place, the number of potential units is based on the assumption that revised planning permission will be granted. See Note 2 above.
• (13)Includes cost of work in progress items at these sites (Marina Village, Greystones: c.e1.8 million; Herbert Hill, Dundrum: c.e950,000; and Naul Road Phase 1: c.e122,000).
• (14)Total excludes Castleknock Golf Club, Co. Dublin; Hilltown, Clonee; and Kiladoon, Celbridge.

Conditionally Acquired Sites being acquired from third party sellers

Site	Current Owner	Status	Site cost (approx. em)(5)	GDV (approx. em)	Potential units(3)	Cost as per cent. of GDV
Future sites
Proby Square, Off Carysfort Avenue, Blackrock, Co. Dublin	Third party	FPP	11	28	23	39
20 Shrewsbury Road, Ballsbridge, Dublin	Third party	FPP	11	31	7	37
Church Lane, Greystones, Co. Wicklow	Third party	FPP	1	4	4	23
Burkeen Road, Keatingstown, Co. Wicklow	Third party	FPP	5	39	132	13
No planning permission
Old Connaught Avenue, Rathmichael , Co Dublin	Third party	NPP	1	4	4	23
Great Connell Abbey Stud, Newbridge, Co. Kildare	Third party	NPP	2	57	180	3
Quinns Cross, Mungret, Co. Limerick(4)	Third party	NPP	1	69	230	2
Castleredmond, Midleton, Co. Cork(4)	Third party	NPP	2	81	240	3
Maplewoods, Ballinacurra West, Midleton, Co. Cork(4)	Third party	NPP	2	34	131	7
Parson Street, Maynooth, Co. Kildare	Third party	NPP	3	17	51	18
Oakfield, Forge Road, Enniskerry, Co. Wicklow(1)	Third party	NPP	3	10	14	29
Adelaide Road, Bray, Co. Wicklow(2)	Third party	N/A	2	N/A	N/A	N/A
Totals(6)				g374	1,016

Key

FPP: Full planning permission

NPP: No current planning permission

Note: GDVs are management estimates and should not be viewed as management forecasts.

(1) The completion date of the acquisition of this site will be linked to the date the vendor obtains vacant possession of the site (2) The Group is considering the sale of this site in the near-to-medium future based on the site's small scale relative to the other Conditionally Acquired Sites and the types of site which the Group intends to target in the future (including the Potential Sites)

(3) Potential units are based on the land which will be acquired by the Group and assumes that the Group can obtain the requisite planning permission

(4) A registration in the Irish Land Registry necessary to perfect the vendors' title is pending. The Group has the option (but not the obligation) to defer completion of the acquisition of these sites until the registrations have been completed

(5) Excludes stamp duty and acquisition costs. Rounded to nearest e million.

(6) Total excludes Adelaide Road, Bray, Co. Wicklow.

Ballyboughal Conditionally Acquired Site

Site	Current Owner	Status	Site cost (approx. em)(4)	GDV (approx. em)	Potential units(1)	Cost as per cent. of GDV
Future site
Ballyboughal, Co. Dublin(3)	Feathermist Limited	NPP	5	23	61(2)	20

Key

FPP: Full Planning Permission

NPP: No current planning permission

Note: GDVs are management estimates and should not be viewed as management forecasts.

• (1) Potential units are based on the land which will be acquired by the Group and assumes that the Group can obtain the requisite planning permission.
• (2) Comprising 57 residential units, two retail units and two office units. The Group intends to pre-sell (or sell into the market) the retail and office units and has no current intention of holding or developing these units.
• (3) This site is being acquired through the Group acquiring the issued share capital of Braddington. For more information, see section 9.7 of Part X ''Additional information''.
• (4) Excludes stamp duty and acquisition costs. Rounded to nearest e million.

6.4 Potential Sites

In addition to the Conditionally Acquired Sites, the Group believes that there is a e5 billion addressable land market in Ireland for potential acquisition and/or joint venture or partnership opportunities during the period until 2022. The Group believes this land market has the potential to realise 95,000 units should they all be fully developed.

From this land market, the Group has identified a number of potential sites (the ''Potential Sites''), being a pipeline of attractive and actionable land acquisition opportunities (being opportunities which fit within the parameters of the Group's business plan and which the Group believes have a reasonable prospect of being pursued successfully) which the Group believes are either already or are expected to become available for sale over the next 12 months, and which the Group believes would have a total estimated cost (excluding transaction costs) of approximately e1,060 million. The sellers of these sites include private equity firms, NAMA, other state entities, religious orders and other private sellers.

The Potential Sites comprise:

• (A) one site in the West Dublin area in respect of which the Group has entered into exclusivity arrangements. This site has a total estimated cost of e12 million (excluding transaction costs) and the Group estimates 195 units could be built on this site (of which none are Shovel-Ready). The Group believes that the GDV of this site is approximately e62 million, with costs as a percentage of GDV of 20 per cent. There is no guarantee that this site will be acquired by the Group;
• (B) two sites in the North Dublin area in respect of which the Group has entered into exclusivity arrangements. The Red Book valuation of these sites, as set forth in the Valuers' Reports,¹ is approximately e22 million and the Group does not expect to pay more than this amount in total for the sites (excluding transaction costs). The Group estimates 448 units could be built on these sites (of which, 148 are Shovel-Ready). The Group believes that the GDV of these sites is approximately e177 million, with costs as a percentage of GDV of 12 per cent. and 14 per cent., respectively. Although contracts for the acquisition of these sites have not been exchanged and the Group has not yet completed its due diligence on the sites, and there is therefore no guarantee that either or both of these sites will be acquired by the Group, negotiations in relation to the acquisition are advanced and contracts may be exchanged shortly following Admission. Therefore, it is possible that the acquisition of either or both of these sites may also take place shortly following Admission;
• (C) approximately 32 sites under active consideration, two of which, at the Latest Practicable Date, are the subject of active negotiation between the Group and the vendors of such sites. These sites have a total estimated cost of approximately e425 million (excluding transaction costs). The Group has estimated that a total of 7,664 units could be built on these sites and that 601 units are Shovel-Ready. Whether or not the Group ultimately bids on any of the sites

¹ See Phases 2 and 3 of Development Lands at Naul Road, Balbriggan, Co. Dublin in Part XII ''Valuers' Reports''.

under active consideration will be contingent on agreeing commercial terms with counterparties which are consistent with the Group's target financial returns and the availability of capital to fund the site acquisition and development;

• (D) a further 25 sites which the Group expects to come onto the market by the end of the fourth quarter of 2017. The total cost of these expected sites is estimated by the Group to be e181 million (excluding transaction costs) and the Group has estimated that a total of 3,156 units could be built on these sites, assuming full planning permission for residential development is granted with 200 units being Shovel-Ready; and
• (E) 7 sites of significant interest among a number of sites which are expected to become available for sale in 2018. The total cost of these sites is estimated at e420 million, and the Group estimates that a total of 4,086 units could be built on these sites, assuming full planning permission for residential development is granted.

7. OPERATIONS

7.1 Business lines and functions

The Group's lines of business and key functions are summarised in the following diagram:

7.2 Executive Committee

The Executive Committee will run the Group day-to-day. The Executive Committee will act under delegated authority from the Board as approved from time to time.

The Executive Committee will comprise the Executive Chairman (John Mulcahy), the CEO (Justin Bickle), the COO (Stephen Garvey), the CFO (Michael Rice) and the MD, Glenveagh Living (Shane Scully). The Executive Chairman has responsibility for overseeing all Board investment decisions; the CEO is responsible for overall strategy, and the COO is responsible for site selection, planning, product delivery and sales.

Executive Committee meetings will be chaired by the CEO and attended by the Company Secretary & Head of Investor Relations (which shall be Chloe McCarthy from November 2017). Other members of the Group's Senior Management Team may attend Executive Committee meetings as requested.

The Executive Committee is expected to meet in person or by telephone where circumstances require. Minutes of each Executive Committee meeting will be supplied to the Board at the end of each financial quarter.

The Executive Committee will have the power to consider and approve land transactions on behalf of the Board in accordance with approved thresholds. Transactions over e15 million in aggregate will require a written recommendation from the Executive Committee to the Board and then deliberation and approval by the Board.

7.3 Planning

The Group's processes for acquiring zoning designation and planning permission for its sites, and for ensuring that developments are built in accordance with the terms of the relevant planning permission, will be overseen by the Group's Head of Planning, who reports to the COO. The planning team, which in total comprises two individuals as at the Latest Practicable Date, has significant experience in acquiring planning consent and appealing planning decisions.

The planning team works closely with the Group's construction and design team headed by the Construction Directors to ensure that what is included in the relevant planning documentation is feasible from a design and construction perspective.

The team also works with a number of third-party specialists with whom it has established relationships. These specialists include planning consultancies which the Group uses to assist it with applications that are particularly complex or relate to a large development as well as architects, environmental experts, archaeologists and other specialists which are relevant for the Group's activities. The Group also has established relationships with the individuals responsible for planning matters in a number of local authorities.

A written report on relevant planning matters will be submitted each month to the Executive Committee (or more frequently as required) for their consideration and then to the Board each quarter.

For more information about the planning regulations in the housebuilding sector in Ireland, see section 1.6 of Part I ''Industry overview''.

7.4 Construction and design

The Group's construction and design team is led by its two Construction Directors, who currently report directly to the COO. They supervise a team of Group employees and external contractors. Over time it is expected that an additional two or three Construction Directors will be recruited.

The Group's construction and design team's established approach to proposed developments is to operate on a ''value engineering'' basis. This means that the Group will initially ask an external design team to design the blueprint for the units to be built on the development. The team then assesses the proposed design to evaluate the construction process for the homes, including the materials to be used and the manner in which the homes are to be constructed. The team then liaises with the external design team regarding any refinements to be made to the design and with its network of suppliers and contractors regarding materials and process for the construction of the homes.

For each construction project, the Group will appoint a construction management team who will be involved in the day-to-day construction activities. The team will usually consist of a site project manager who is in charge of day-to-day operations, typically supported by Group employees responsible for overseeing surveying, health and safety, site services, materials purchasing and fleet and asset management.

Substantially all of the Group's construction work is expected to be done by contractors, with the Group responsible for the overall construction process, including ensuring that all construction is carried out in accordance with applicable law and regulation. The Group has an extensive network of contractors, comprising approximately 650 individuals over approximately 50 firms. The proportion of contractors working on any one site compared to the Group's employees is expected to be roughly 6 to 1. The Group also expects to enter into contracts as needed with design professionals and other service providers who are familiar with local market conditions and requirements. The Group also intends to work with a number of architects with whom management has established relationships. The Group does not have long-term contractual commitments with its contractors or other suppliers but it does maintain strong and long-standing relationships with many of its contractors and believes that its supplier network is also extensive enough to give it flexibility in sourcing materials for developments.

Assuming there are no delays in the construction process, the Group believes that it can typically construct the first homes on sites within a 6-month period from the start of any pre-commencement works on a site. Given the differences in how they are constructed, the length of time taken to construct apartments is longer than homes and depends on the design and size of the apartments.

A written report on relevant construction matters will be submitted each month to the Executive Committee for its consideration and then to the Board each quarter. The Group will review its contractor network on an ongoing basis rather than on a fixed (e.g. quarter by quarter) basis.

The Group applied for BDHL to be registered with the CIRI in August 2017 and, as at the Latest Practicable Date, the application is pending.

7.5 Sales and marketing

The Sales Director will head the Group's sales and marketing team and report to the COO.

The Group typically expects to have a three-month sales and marketing cycle for its homes. The main marketing channel for the Group's homes is estate agents. The Group works closely with established national estate agencies as well as agencies that are local to the relevant site. The Group's in-house marketing team also works closely with external marketing agencies to help advertise the Group's homes. The Group uses online and offline advertising and other promotional activities, including digital paid search and display advertising, Group websites, print media advertisements, brochures, direct mail and the placement of signboards in the immediate areas of its developments to market its homes.

The Group expects to typically sell homes using sales contracts that include cash deposits for purchasers, with a typical non-refundable deposit amount being 10 per cent. of the purchase price of the home. It is the Group's policy for its sites that prospective purchasers can also reserve plots for a refundable 5 per cent. deposit. The Group also requires that buyers qualify for mortgage financing prior to entering into the contract for sale of its units. Although the purchasers may choose to cancel sales contracts and such cancellations can delay the sales of the Group's homes, the Group has not historically experienced material levels of cancellations.

The Group can make, and has made, arrangements for banks to set up an office at a site (for instance, in a show house) to assist prospective purchasers with questions about mortgage arrangements, though the Group arranges this on a non-exclusive basis and does not itself promote any of the mortgage offerings.

A written report on relevant sales and marketing matters will be submitted each month to the Executive Committee for its consideration and then to the Board each quarter.

7.6 Employees

As at the Latest Practicable Date, the Group (through BDHL and BCL) employed 85 individuals, all of whom are based in Ireland. As at the end of 2016, 2015 and 2014, the Group (through BDHL and BCL) had 69, 24 and 16 employees, respectively. The largest function in the Group in terms of employee headcount is construction and construction support, which together had 65 employees as at the Latest Practicable Date. Following Admission, the Group intends to hire approximately 100 new employees over the medium-term to assist it with the development of the Conditionally Acquired Sites, any Potential Sites that are acquired and other sites that are acquired in the future.

All new staff are ''on boarded'' by being given a new employee pack (with information about the Group's policies and procedures) and each new member of staff will receive a briefing about the Group's health and safety policy. The Group has recently hired a dedicated HR manager to oversee a programme of regular training for staff and expects to add additional resource in this area as the business of the Group grows.

The Group may, on a case-by-case basis, pay for certain of its employees to obtain professional qualifications or undertake further training relevant to their job function or skills. The Group currently makes pension contributions on behalf of certain members of the Senior Management Team and intends to establish a new defined contribution scheme after Admission. For more information on the Group's pension arrangements, see section 7.4 in Part X ''Additional information''.

7.7 Health and safety

The construction of homes has the potential to be dangerous and so health and safety is of paramount importance to the Group and to the Board. The Group operates a ''Safety Management System'' across its business which is managed by the Group's health and safety officer who reports to the Construction Directors. The Group promotes a very strong internal culture about health and safety which is applied on a day-to-day basis by its site managers on its project sites.

Health and safety meetings are held on a monthly basis to review all matters pertaining to health and safety across the Group and ensure that its standards are maintained to the highest level. A written report on health and safety performance will be submitted each month to the Executive Committee for its consideration and then to the Board each quarter. The COO is the designated executive officer for health and safety matters. The Group also works with a number of external health and safety consultants and experts with whom it has established relationships to assist in the on-going monitoring and review of its existing safety systems.

Weekly health and safety checks are expected to be carried out by the Group's site managers on project sites and detailed health and safety inspections are also expected to be carried out by the Group's health and safety officer every two weeks. Actions arising from health and safety inspection reports will be prioritised and addressed in a prompt manner.

Health and safety training is an essential part of ensuring that all of the Group's employees have the skills and information required to carry out their roles effectively and in a safe manner. Training needs will be regularly reviewed and training provided to personnel as required.

7.8 Insurance

The Group has insurance coverage through reputable providers, including for public liability, employer's liability, contractor's ''all risks'' liability, engineering and inspection, professional indemnity, business interruption, property, motor, and certain other cover consistent with customary practice in the Irish housebuilding industry. The Group believes its insurance coverage to be adequate both as to the scope and quantum of risks for the business the Group conducts, and the Group has not had any material claims, nor has it suffered any material losses following any uninsured claim, in the last three years.

The Group also provides a latent structural defects policy to its buyers, which operates on terms and conditions that are available in the Irish housebuilding market.

Risks and insurance coverage is reviewed by the Group at least once annually.

7.9 Intellectual property

The Group trades under the name Bridgedale for its housebuilding line of business and Glenveagh Living for its partnerships line of business. The Group is considering a re-branding of its Bridgedale line of business as 'Glenveagh Homes' after Admission. The Group does not own any registered trademarks but applications have been made at the Irish Patents Office and UK Intellectual Property Office to register the following trademarks in Ireland and the UK in Classes 6, 19, 36, 37, 42 & 44: Glenveagh, Glenveagh Properties, Glenveagh Living, Glenveagh Homes. The Group also owns the following domain names: Glenveagh.ie, Glenveaghproperties.ie, Glenveaghholdings.ie, Glenveaghliving.ie, Glenveaghhomes.ie, Glenveaghcontracting.ie, Glenveaghholdings.com, Glenveaghliving.com, Glenveaghcontracting.com, Bridgedalehomes.ie.

7.10 Information technology

The Group uses information technology to perform operational and marketing activities and to maintain its business records. The CFO has overall responsibility for managing the Group's information technology arrangements. The Group does not currently have a dedicated information technology team. The Group uses internal and external back-up systems under the supervision of third-party service providers pursuant to agreements that specify certain security and service level standards. The Group will keep these arrangements under review on an ongoing basis, including whether to change those arrangements such that it operates all or part of its information technology function in-house.

7.11 Environmental risks and sustainability

Environmental Impact Assessment

A consideration of environmental risks forms part of the planning process (as required by EU and domestic Irish law) and the Group is required to submit to the local authority reviewing a planning application an environmental impact statement and flood assessment in a prescribed format. The local authority (or An Bord Pleana´ la on appeal), as the competent authority, must then carry out the required environmental impact assessment. This is necessary for, among other things, construction of more than 500 dwelling homes and developments of any nature will require an environmental impact assessment if they are likely to have a significant effect on the environment or an appropriate assessment if they are likely to have a significant effect on a designated protected site.

Building Regulations

Part L of the Irish Building Regulations (Conservation of Fuel and Energy) requires ''buildings to be designed and constructed so as to ensure that the energy performance is such to limit the amount of energy required for the operation of the building and the amount of carbon dioxide (CO2) emissions associated with this energy use insofar as is reasonably practicable''. For new homes, the requirements of Part L need to be met by energy consumption and carbon dioxide (CO2) emissions calculated using the Dwelling Energy Assessment Procedure (''DEAP'') published by the Sustainable Energy Authority of Ireland.

Generally, to meet Part L of the Irish Building Regulations (Conservation of Fuel and Energy), a home is required to achieve an ''A'' rating, which requires high levels of insulation, airtightness and reductions in thermal bridging. The Group understands the implications of these amendments on how the design of a home is approached, how it is detailed and how it is built. A thorough understanding of DEAP and the stages at which it is used is now important to housebuilders to ensure a home complies throughout all stages of design and construction. Working with architects and energy assessors with DEAP experience is also crucial to the Group, and the Group therefore assesses these requirements, and its compliance with them, throughout the design and construction phases of its developments.

8. CAPITAL AND RETURNS MANAGEMENT

The Group expects to receive net proceeds of approximately e478 million (assuming no exercise of the Over-allotment Option and after deducting estimated underwriting commissions and fees and expenses of the Offer (including the maximum amount of discretionary commissions and VAT) payable by the Company, which are expected to be approximately e22 million) from the issue of Ordinary Shares in the Offer. For more information about how the Group intends to deploy the net proceeds, see section 2 of Part VIII ''The Offer''.

Further equity capital raisings may be undertaken by the Group as it pursues its objectives. The amount of any such additional equity to be raised, which could be substantial, will depend on the nature of the acquisition opportunities which arise and as an offsetting factor on the amount of the sales proceeds of completed homes. The Group may also raise debt to optimise its capital structure. The terms and conditions of any such debt financing will be subject to market conditions, and the Group's performance and financial condition.

9. DIVIDEND POLICY

The Company is primarily seeking to achieve capital growth for its Shareholders. Accordingly, the Company does not anticipate paying a dividend in the foreseeable future. However, in the longterm, as the Company matures, it intends to follow a progressive dividend policy and pay dividends to Shareholders, as and when the Directors consider appropriate.

PART III

DIRECTORS, SENIOR MANAGEMENT TEAM AND CORPORATE GOVERNANCE

1. DIRECTORS AND SENIOR MANAGEMENT TEAM

Directors

John Mulcahy (Age: 68): Founder and Executive Chairman

John Mulcahy is a chartered surveyor who has over 40 years' experience in the Irish real estate sector. His current roles include chairman of Irish Property Unit Trust and being a member of the Boards of TIO ICAV, and Quinta do Lago S.A., a Portuguese resort developer. Previously, he was a member of the board (from 2012 to 2014), and Head of Asset Management (from 2011 to 2014), at NAMA and, prior to that, was chairman and CEO of Jones Lang LaSalle's operations in Ireland from 2002 to 2010. John was also a founding member of the RICS Asset Valuations Standards Committee and the Property Advisory Committee of the National Pension Reserve Fund.

Justin Bickle (Age: 46): Founder and CEO

Justin Bickle has over 22 years' senior level experience in the private equity, legal, finance and property fields. He is a founding member and managing director (2005 – present) of Oaktree's European Private Equity team, with approximately \$6.9 billion assets under management as of 30 June 2017. He has significant Board experience of Oaktree's operational real estate portfolio companies in the UK and Europe and their activities in, among other things, residential housebuilding, retirement housebuilding, student accommodation and aparthotels. Justin is also chairman of TIO ICAV and chairman of the English National Ballet. He is formerly a partner in the Financial Restructuring department at US law firm Cadwalader, Wickersham & Taft LLP.

Stephen Garvey (Age: 38): Founder and COO

Stephen Garvey has over 20 years' experience in the construction and property industry. His experience includes working with many of the large Irish property developers, including Menolly Homes, Schelester Properties, Glenman Corporation and McCabe Builders. Stephen is the founder of Bridgedale which has focused on constructing residential developments in the Greater Dublin Area since its inception in 2003. In his role as CEO of BDHL, he sourced and negotiated the acquisitions of development sites, secured external finance, formulated and implemented business plans for each project and managed the overall delivery of residential units. Stephen also negotiated BCL becoming asset advisor to TIO RLF, whose investment manager is Oaktree. Since 2014, Stephen has advised and managed on the acquisition of 2,101 units in the Irish residential development market on behalf of TIO RLF.

Lady Barbara Judge, CBE (Age: 70): Senior Independent Non-Executive Director

Lady Barbara Judge, CBE, has over 35 years' experience in the financial, legal and property industries. She is currently chairman of the UK Institute of Directors, was appointed by the UK Prime Minister as a UK Business Ambassador in 2009 and completed her second term as chairman of the UK Pension Protection Fund in 2016. She is also the chairman of Cifas, the UK membership organisation specialising in the prevention of fraud and financial crime, and Chairman Emeritus of the UK Atomic Energy Authority. Lady Judge previously served as a Commissioner of the U.S. Securities and Exchange Commission, as a director of Samuel Montagu & Co in Hong Kong and as founder and chairman of Private Equity Investor plc. Lady Judge has significant experience in the real estate sector, including her previous positions on the boards of Quintain Estates and Development plc and Richard Ellis International (now CBRE). Lady Judge is a graduate of the University of Pennsylvania and received a Juris Doctor degree with honours from New York University Law School. She was appointed Commander of the Order of the British Empire in 2010.

Robert Dix (Age: 64): Independent Non-Executive Director

Robert was formerly a partner and head of Transaction Services at KPMG Ireland until his retirement in 2008. He currently operates his own firm, Sopal Limited, which advises organisations on capital markets, corporate governance and strategic planning issues. Robert is a graduate of Trinity College, Dublin and is a Fellow of Chartered Accountants Ireland. In addition to his role with the Group, Robert is a non-executive director and chairman of Bank of Ireland, Private Bank and of Quinn Property Group. He is a director and chairman of the audit committee of Allianz plc and Dalata Hotel Group plc, and holds non-executive directorships at a number of other companies. Robert is chairman of the Group's Audit and Risk Committee.

Richard Cherry (Age: 56): Independent Non-Executive Director

Richard was formerly a director and Chief Executive of the Partnerships business at UK housebuilder Countryside, where he worked for over 35 years until his retirement in September 2017. He served on the main board for 30 years and previously held the roles of Group New Business Director and Deputy Chairman. He has significant experience in the real estate sector, including in the execution of partnership projects with public authorities and housing associations. Richard is a graduate of the University of Reading and is a Fellow of the Royal Institution of Chartered Surveyors. He is chairman of the Group's Nomination and Remuneration Committee.

Caleb Kramer (Age: 48): Non-Executive Director

Caleb is a Managing Director and Portfolio Manager (Europe) at Oaktree Capital Management (UK) LLP. Prior to joining Oaktree in 2000, Caleb co-founded Seneca Capital Partners LLC, a private equity investment firm. From 1994 to 1996, Mr. Kramer was employed by Archon Capital Partners, an investment firm. Prior to 1994, Mr. Kramer was an associate in mergers and acquisitions at Dillon Read and Co. Inc. and an analyst at Merrill Lynch and Co. Inc. Mr. Kramer received a B.A. degree in Economics from the University of Virginia.

The following directors are not considered by the Company to be independent: John Mulcahy, Justin Bickle, Stephen Garvey and Caleb Kramer.

Senior Management Team

Michael Rice (Age: 34): CFO

Michael has responsibility for the Group's finance and IT functions, including the management of financial and IT risks, internal and external reporting requirements and key financial decisionmaking. He has over 13 years of financial and accountancy experience, five of which were in the construction and property sector in Ireland and overseas. Michael was previously Group Financial Controller of Kingspan plc and has also held the roles of Associate Director at KPMG Ireland, where he had responsibility for a number of the firm's publicly quoted clients, and Finance Executive at International Investment & Underwriting, where he had responsibility for managing an overseas hotel and real estate development. Michael holds a Master's degree in accountancy from University College Dublin, is a chartered accountant and is a member of Chartered Accountants Ireland. Michael joined the Group in September 2017.

Shane Scully (Age: 40): MD, Glenveagh Living

Shane is responsible for leading the Group's Glenveagh Living line of business. He has 17 years of senior level experience in the property, construction and development industry and is a graduate of Limerick Institute of Technology where he studied Property Valuation & Management. Shane is a chartered surveyor and is a member of the Royal Institution of Chartered Surveyors and the Society of Chartered Surveyors Ireland. Shane was previously a director of Bennett Property Ltd where he had responsibility for originating and executing numerous joint ventures with TIO ICAV in respect of a combined office and residential portfolio valued in excess of e750 million. Shane is experienced in the origination of pre-letting agreements with a variety of commercial tenants and the execution of joint ventures and development agreements with large institutions. Shane joined the Group in October 2017.

Chloe McCarthy (Age: 32): Company Secretary & Head of Investor Relations Designate

Chloe will be responsible for the Group's company secretarial function and managing the Group's interactions with investors. She is an ICSA-qualified Company Secretary and a Barrister-at-Law in Ireland. A graduate of Business and Law from University College Dublin, Chloe completed her Barrister-at-Law Degree at the Honourable Society of King's Inns in Dublin and was called to the Bar of Ireland in 2008. Following two years' practice at the Bar, Chloe left Ireland and gained experience in commercial law at international firms including Taylor Wessing in London and Allens Linklaters in Sydney. On her return to Ireland, Chloe joined A&L Goodbody as Company Secretarial Advisor in their Asset Management and Investment Funds department. Most recently, Chloe has been engaged as Assistant Company Secretary at Aegon Ireland PLC, part of the Aegon Group authorised and regulated by the Central Bank of Ireland and subject to regulation by the UK Financial Conduct Authority. Chloe will join the Group in November 2017.

David Bennett (Age: 38): Investment Director

David is responsible for commercial operations, analysing investment opportunities and sourcing and managing pipeline transactions. He is a banking, corporate finance and commercial property specialist and a chartered accountant by profession. He has worked at both KPMG and NAMA with experience in portfolio management and client advisory services. During his time at NAMA, David was a member of senior management with responsibility for an impaired loan portfolio with an approximate e10 billion par value as well as being a key advisor with respect to the introduction of multi-platform loan and asset sales offerings. David holds a Master's degree in accountancy from University College Dublin and is a Fellow of the Institute of Chartered Accountants Ireland. David joined the group in November 2016.

Roger Browne (Age: 36): Construction Director

Roger is responsible for the management of policies and procedures governing the construction team. He oversees the performance, quality, scheduling, budgeting, value and health and safety of the Group's construction division. He has eleven years of construction experience and holds a BBS (Hons) in Management. Roger joined the Group in October 2006 and has been a member of the senior management team for over 10 years.

Eoin Moore (Age: 33): Operations Director

Eoin is responsible for evaluating potential future development opportunities and managing current assets under management. He has 15 years' experience in the construction industry working on some of the largest projects across the Greater Dublin Area. Eoin studied at Maynooth University where he graduated with a BA (Hons) in Finance and Economics. Eoin joined the Group in February 2014.

Alan Cleary (Age: 41): Financial Controller

Alan is responsible for the day to day accounting function and his principal duties include supporting the key financial decisions of the organisation, its financial stewardship, financial reporting and analysis. He joined the Group in August 2014 after working in senior financial positions for organisations including One51 Plc, Siebel Systems Inc. (now part of Oracle) and on a consultancy basis with KPMG and Bank of Scotland. He is a graduate of the University of Limerick and an associate of the Chartered Institute of Management Accountants.

Tony McLoughlin (Age: 36): Construction Director

Tony is responsible for leading a lean, efficient construction team and the delivery of projects to agreed financial targets, whilst maintaining the highest possible health and safety standards. He joined the Group in February 2015 and is a Chartered Structural Engineer with a BSc from DIT Bolton Street. He has vast experience in overseeing successful completion of fast track residential, commercial and industrial projects with over 500 houses, 400 apartments, boutique hotels and numerous industrial units to date. Tony joined the Group in March 2015.

Ronan McKenna (Age: 37): Sales Director

Ronan is responsible for all land and house sales for the Group. He manages a sales and marketing team who engage with the real estate market and the legal profession. He is also tasked with assisting the Group with identifying opportunities and acquisitions. A property valuation surveyor and licenced auctioneer by profession, Ronan is a member of the Institute of Professional Auctioneers & Valuers and is a graduate of Limerick Institute of Technology where he studied Property Valuation & Management. Ronan has worked for Sherry Fitzgerald and Raymond Potterton estate agents and in his time there represented large private clients, PLCs, state and semi-state agencies and national organisations. Ronan is an experienced negotiator who has transacted deals in Ireland, the UK and Germany in recent years for institutional investors. Ronan joined the Group in April 2016 having previously worked as one of its sales agents and consultant periodically since 2004.

Catherine Hanly (Age: 27): Planning Manager

Catherine is responsible for site appraisals, master planning, planning applications, compliance, due diligence, planning advice and project management. A chartered town planner by profession, Catherine has worked with two of the largest house builders in the UK, Persimmon Homes and Morris Homes, and has also gained consultancy experience. Catherine holds a master's degree in Regional and Urban Planning and a B.A in Geography, Planning and Environmental Policy. She is a chartered member of the Royal Town Planning Institute and a Corporate Member of the Irish Planning Institute. Catherine joined the Group in March 2015.

Richard Caldwell (Age: 35): Procurement Director

Richard is responsible for managing, co-ordinating, and reporting to the Board regarding the procurement supply chain and logistics of the Group's housing projects. He oversees and verifies all works completed by the Group's contractors. Richard has an in-depth knowledge of the construction cycle and maintains a close relationship with all stakeholders involved in delivering the Group's housing projects. Richard joined Bridgedale in 2014, having spent the previous ten years in various project management roles within the construction and logistics sectors.

Background and experience

The track record of the Founders has been accumulated over a number of years. In particular:

• (a) John Mulcahy was previously Head of Asset Management and a board member at NAMA;
• (b) Justin Bickle is chairman of TIO ICAV, where he has gained eight years' experience in the Irish real estate sector; and
• (c) Stephen Garvey founded and is the sole shareholder of BCL and BDHL and has been CEO of these companies since their incorporation. He has thus been involved in a number of leading residential development projects across the Greater Dublin Area.

2. CORPORATE GOVERNANCE

Corporate Governance

The Company is committed to attaining the highest standards of corporate governance.

The UK Corporate Governance Code sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with Shareholders. As a company listed on the standard listing segment of the Official List of the London Stock Exchange, the Company is not subject to the UK Corporate Governance Code. However, the Irish Stock Exchange has supplemented the UK Corporate Governance Code with additional corporate governance guidelines contained in the Irish Annex, applicable to companies with a primary listing on the main market for listed securities of the Irish Stock Exchange. The Company will report on how it has applied the main principles of the UK Corporate Governance Code and the Irish Annex, either to confirm that it has complied with the UK Corporate Governance Code's and Irish Annex's provisions or, where it has not, to provide an explanation. At Admission, the Company will be substantially but not fully compliant with the UK Corporate Governance Code and the Irish Annex on the basis that it will be continuing to establish and develop its committees and governance procedures and that John Mulcahy will be Executive Chairman (as the Irish Annex, applying the UK Corporate Governance Code, contemplates a non-executive chairman who is independent on appointment). However, the Company intends to comply with the UK Corporate Governance Code and the Irish Annex by the first anniversary of Admission, save in respect of John Mulcahy's ongoing role as Executive Chairman. John Mulcahy has been appointed as Executive Chairman to enable him to bring his extensive knowledge and experience of the Irish residential housing market to the leadership of the Board. The Board believes that having John as Executive Chairman will assist the Group with the implementation of its strategy following listing.

The Irish Annex, applying the UK Corporate Governance Code, recommends that the board should appoint one of its independent non-executive directors to be the senior independent director. The senior independent director should be available to shareholders if they have concerns that the normal channels chairman, CEO or other executive directors have failed to resolve or for which such channels of communication are inappropriate. The Company's Senior Independent Director is Lady Barbara Judge, CBE.

Board of Directors

The Company will, by Admission, have a strong Board comprising directors who have held senior positions in a number of public and private companies, bringing a wealth of experience. The Board is responsible for providing governance and stewardship to the Company and its business. This includes establishing goals for management and monitoring the achievement of these goals.

The Board oversees the performance of the Company's activities.

Any Director appointed to the Board will be subject to election by the Shareholders at the first AGM after his/her appointment. In keeping with best corporate governance practice, all Directors (whether executive or non-executive) intend to seek re-election each year at the AGM.

The composition of the Board will be reviewed regularly to ensure that the Board has the appropriate mix of expertise and experience. The Articles provide that the number of Directors that may be appointed cannot be fewer than two or greater than ten. Two Directors present at a Directors' meeting will constitute a quorum.

Audit and Risk Committee

The Board will establish an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee will be chaired by Robert Dix and its other members will be Richard Cherry and Lady Barbara Judge CBE. The Audit and Risk Committee will meet at least four times a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company's risk assessment and internal control processes.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee will be chaired by Richard Cherry and its other members will be Robert Dix and Lady Barbara Judge CBE. It is expected to meet not less than two times a year. The Nomination and Remuneration Committee has responsibility for determining, within agreed terms of reference, the Group's policy on the remuneration of senior executives and specific remuneration packages for executive directors and the non-executive chairman, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under share-based schemes for Group employees. The remuneration of nonexecutive directors is a matter for the Board. No director may be involved in any discussions as to their own remuneration. The Nomination and Remuneration Committee is also responsible for reviewing, within the agreed terms of reference, the structure, size and composition of the Board, undertaking succession planning, leading the process for new Board appointments and making recommendations to the Board on all new appointments and re-appointments of existing directors.

3. CONFLICTS OF INTEREST

The Irish Companies Act 2014 requires each Director who is in any way, either directly or indirectly, interested in a contract or proposed contract with the Company to declare the nature of his interest at a meeting of the Directors. The Company keeps a record of all such declarations which may be inspected by any Director, secretary, auditor or member of the Company at the registered office of the Company.

Subject to certain exceptions, the Articles generally prohibit Directors from voting at Board meetings or meetings of committees of the Board on any resolution concerning a matter in which they have a direct or indirect interest which is material or a duty which conflicts or may conflict with the interests of the Company. Directors may not be counted in the quorum in relation to resolutions on which they are not entitled to vote. For a summary of the Articles and details of the exceptions to the prohibition referred to above, see section 5 of Part X ''Additional information''.

Under the Articles, one third of the Directors must retire by rotation each year and may seek reelection by the Shareholders. Notwithstanding the arrangements under the Articles, in keeping with the UK Corporate Governance Code and best practice in corporate governance, all Directors intend to seek re-election at every AGM.

The Group does not believe that there is any conflict of interest in relation to John Mulcahy and NAMA. While John was a director of NAMA until 2013, he has had no ongoing function at, nor any interest in, NAMA since his resignation and none of the other Directors or Senior Management Team have any such interest or function.

Justin Bickle is chairman of TIO ICAV and John Mulcahy is a director of TIO ICAV. The Group does not consider that this gives rise to a conflict of interest on the basis that, through the disposal by TIO RLF of the Conditionally Acquired Sites, TIO ICAV will dispose of almost all of its residential interests in the Irish property market and it is not expected to compete in the residential market going forward. Furthermore, it is OCM which will hold the Consideration Shares following Admission. Neither Justin Bickle nor John Mulcahy is a director of OCM nor does either of them have any involvement in the management or administration of OCM. While Justin Bickle is currently a member and managing director of Oaktree as at the date of this Prospectus, he will cease these roles with effect from 31 October 2017 and will cease to have any involvement in the management or administration of Oaktree with effect from Admission. Caleb Kramer is Managing Director and Portfolio Manager at Oaktree and has been appointed as a director pursuant to the Relationship Agreement between the Company and OCM. The Relationship Agreement contains typical protections with respect to the shareholder's nominated director, including restrictions on such director's ability to vote on matters in which there is a conflict of interest. For more information on the terms of the Relationship Agreement, please see section 9 of Part X ''Additional Information''. In circumstances where OCM's right to appoint a director pursuant to the Relationship Agreement expires, the Nomination and Remuneration Committee will be responsible for appointing a successor director following the resignation of the OCM representative.

The shareholding interests of the Directors and the Senior Management Team as at the Latest Practicable Date and as they are expected to be on Admission, are set out in section 6 of Part X ''Additional information''. Other than as stated in this section 3, or in section 6 of Part X ''Additional information'', there is no interest, including any conflicting interest that is material to the Company or the Offer.

The nature and terms of the above interests and transactions have been considered by the Non-Executive Directors and approved by those Non-Executive Directors eligible to vote on such interests and transactions.

Should any conflict of interest arise, the Group believes that the provisions of the Articles and the Company's general corporate governance policies (including those set out in section 2 of this Part III ''Directors, senior management team and corporate governance'') shall be sufficient to address it. To the extent any matter arises that is unforeseen at this point, additional procedures or provisions that may be required shall be put in place.

4. LOCK-UP ARRANGEMENTS

Pursuant to the Placing Agreement, the Company has agreed that, subject to certain customary exceptions, for the period ending 180 days from the date of Admission, it will not, without the prior written consent of the Joint Global Co-ordinators (not to be unreasonably withheld or delayed), issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any interest in Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares or any interest in Ordinary Shares or file any registration statement under the Securities Act or file or publish any prospectus in relation to the foregoing, enter into any swap or other agreement or transaction that transfers any of the economic consequences of ownership of the Ordinary Shares or agree or offer to do any of the foregoing during the 180-day period. This undertaking shall not apply to the Founder Shares, the allotment, issue or offer by or on behalf of the Company of the Ordinary Shares in connection with the Offer, the Ordinary Shares to be issued in connection with the Bridgedale Individuals Offer, the Ordinary Shares to be issued to Stephen Garvey pursuant to the Share for Share Exchange Agreement, the Ordinary Shares to be issued to OCM pursuant to the TIO RLF Acquisition Agreement, the Ordinary Shares to be issued to Durrow Ventures, John Mulcahy, Lady Barbara Judge CBE, Richard Cherry and Robert Dix independently of the Offer but at the Offer Price (conditional upon Admission) and the Ordinary Shares to be issued in connection with any longterm incentive plan which is adopted by the Company following Admission as described in section 7.5 of Part X ''Additional Information'' of this Prospectus.

Pursuant to its Lock-up Agreement, OCM has agreed that, subject to certain exceptions, during the period ending 180 days from the date of Admission, it will not, without the prior written consent of the Company and the Joint Global Co-ordinators, offer, lend, mortgage, assign, charge, pledge, sell or contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any of the Ordinary Shares it receives as consideration for the acquisition by the Group of certain Conditionally Acquired Sites or securities convertible or exchangeable for such Ordinary Shares (or any interest therein or in respect thereof), enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of such Ordinary Shares (whether any such swap or transaction is to be settled by delivery of the Ordinary Shares, in cash or otherwise) or agree or offer to do any of the foregoing. In addition to exceptions customary for a transaction of this nature, the undertakings of OCM in its Lock-up Agreement are also subject to exceptions in respect of a potential margin loan facility that OCM may enter into with Credit Suisse or its affiliates, as described below.

Although no binding agreement has been entered into, OCM and Credit Suisse are in discussions with respect to the provision by Credit Suisse or its affiliates to OCM of a potential margin loan facility (the ''Margin Loan Facility'') within six months from the date of Admission. Any such Margin Loan Facility would be for the benefit of OCM, and not for the Group. It is expected that the financed amount under the Margin Loan Facility, if entered into, would be a maximum of up to £45 million. Taking into account the expected maximum financed amount under the Margin Loan Facility and the number of Ordinary Shares to be held by OCM at Admission, it is expected that the value of the financed amount in relation to the value of the Collateral Shares (as defined below) would represent a percentage of up to 40 per cent. It is expected that the maturity date of the facility would be in the region of 3 years from the date of drawdown.

The Margin Loan Facility would be secured by all of the Ordinary Shares held by OCM following Admission (the ''Collateral Shares''). It is expected that Credit Suisse or its relevant affiliate would have the right under the Margin Loan Facility to direct the sale or other enforcement of the collateral at any time after the occurrence of events of default typical in financing agreements such as non-payment, breach of covenants or obligations by OCM, insolvency or material adverse changes.

The lock-up undertakings of OCM in its Lock-up Agreement do not apply to (i) any mortgage, pledge, lien, charge or other legal or equitable security over or in respect of Ordinary Shares as security for or otherwise in connection with any Margin Loan Facility entered into with Credit Suisse or its affiliates; (ii) any appropriation, transfer or disposal (in whole or in part) of Ordinary Shares pursuant to any enforcement of the security over Ordinary Shares granted by OCM to or for the benefit of Credit Suisse or its relevant affiliate under any such Margin Loan Facility who shall not be prevented from taking ownership of, transferring or selling any Ordinary Shares as a result of any such enforcement; and (iii) any transfer or disposal (in whole or in part) in respect of the enforcement of any pledge, charge, mortgage or other legal or equitable security over or in respect of the Ordinary Shares granted by OCM to or for the benefit of Credit Suisse or its affiliates under such Margin Loan Facility in favour of any transferee or purchaser.

Pursuant to their respective Lock-up Agreements, each of the Founders has agreed that, subject to certain customary exceptions, he will not, without the prior written consent of the board of the Company, offer, lend, mortgage, assign, charge, pledge, sell or contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any of the Ordinary Shares resulting from the conversion of the Founder Shares or securities convertible or exchangeable for such Ordinary Shares (or any interest therein or in respect thereof), enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of such Ordinary Shares (whether any such swap or transaction is to be settled by delivery of the Ordinary Shares, in cash or otherwise) or agree or offer to do any of the foregoing. These restrictions apply, in respect of 50 per cent. of the Ordinary Shares held by him resulting from conversion of Founder Shares, for the period ending 365 days from the date of conversion, and in respect of the remaining 50 per cent. of such Ordinary Shares, for the period ending 730 days from the date of conversion (provided that, in each case, if there is more than one date of conversion relating to the relevant Founder Shares, the relevant lock-up period for each share shall be calculated from the date of the conversion of the relevant Founder Share into such Ordinary Share). As Durrow Ventures, an Isle of Man company of which Justin Bickle is the sole shareholder, holds the beneficial interest in Justin Bickle's Founder Shares, Durrow Ventures is a party to the Lock-up Agreement in respect of these Founder Shares and bound by the same restrictions.

Furthermore, pursuant to his Lock-up Agreement, Stephen Garvey has agreed that, subject to certain customary exceptions, during the period ending 365 days from the date of Admission, he will not, without the prior written consent of the Company and the Joint Global Co-ordinators, offer, lend, mortgage, assign, charge, pledge, sell or contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any of the Ordinary Shares he receives as consideration for the acquisition by the Company of BDHL and BCL or securities convertible or exchangeable for such Ordinary Shares (or any interest therein or in respect thereof), enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of such Ordinary Shares (whether any such swap or transaction is to be settled by delivery of the Ordinary Shares, in cash or otherwise) or agree or offer to do any of the foregoing.

The Lock-up Agreements entered into by Durrow Ventures, Richard Cherry, Robert Dix, Lady Barbara Judge CBE and John Mulcahy require that, subject to certain customary exceptions, during the period ending 180 days from the date of Admission, they will not, without the prior written consent of the Company and the Joint Global Co-ordinators, offer, lend, mortgage, assign, charge, pledge, sell or contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any of the Ordinary Shares for which they have agreed to subscribe independently of the Offer but at the Offer Price or securities convertible or exchangeable for such Ordinary Shares (or any interest therein or in respect thereof), enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of such Ordinary Shares (whether any such swap or transaction is to be settled by delivery of the Ordinary Shares, in cash or otherwise) or agree or offer to do any of the foregoing. Justin Bickle is a party to the Lock-up Agreement entered into by Durrow Ventures in respect of such Ordinary Shares and bound by the same restrictions.

5. DIRECTORS' SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT

Each of the executive Directors has entered into a service agreement and each of the nonexecutive Directors has entered into a letter of appointment except for Caleb Kramer whose services as a non-executive Director are provided under an agreement between the Company and OCM FIE LLC. Each Director has the same general legal responsibilities to the Company as any other Director and the Board as a whole is collectively responsible for the overall success of the Company.

John Mulcahy, Justin Bickle and Stephen Garvey were each appointed as Directors for an initial term of 3 years, commencing on Admission, such that their respective terms of office will expire on 12 October 2020. The terms of appointment of Lady Barbara Judge CBE, Robert Dix, Richard Cherry and Caleb Kramer as Directors pursuant to their letters of appointment are conditional upon Admission, notwithstanding that Lady Barbara Judge CBE, Robert Dix and Caleb Kramer were formally co-opted to the Board on 26 September 2017 and Richard Cherry from 2 October 2017. Each has been appointed for an initial term of 3 years, such that their respective terms of office are expected to expire on 12 October 2020. The Company may lawfully terminate a Director's appointment with immediate effect in certain circumstances, including where a Director has materially breached the terms of his service agreement or letter of appointment and no compensation would be payable to such Director in such event. In addition to their general legal responsibilities, the Directors shall have responsibility for the Company's strategy, performance, financial and risk control and personnel. All Directors intend to seek re-election at every AGM.

Please see section 7 of Part X ''Additional Information'' for further details of the service agreements and letters of appointment.

6. SECURITIES DEALING POLICY

The Company has adopted a securities dealing policy imposing restrictions on share dealings to prevent the abuse, or suspicion of abuse, of inside information by Directors and other persons discharging managerial responsibilities within the Company.

PART IV

OPERATING AND FINANCIAL REVIEW

The following review contains forward-looking statements that are based on assumptions about future business developments and that involve risks and uncertainties. The Group's actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed below and elsewhere in this document, particularly under the headings ''Risk Factors'' and ''Information regarding forward-looking statements.''

The following discussion and analysis should be read in conjunction with the financial information of BDHL as of and for the years ended 31 December 2014, 31 December 2015 and 31 December 2016 and as of and for the six months ended 30 June 2016 and 30 June 2017 and related notes, included elsewhere in this Prospectus, the historical financial information of BCL as of and for the years ended 31 December 2014, 31 December 2015 and 31 December 2016 and as of and for the six months ended 30 June 2016 and 30 June 2017 and related notes, included elsewhere in this Prospectus and the historical financial information of Greystones Devco as of and for the period ended 31 December 2015, the year ended 31 December 2016 and as of and for the six months ended 30 June 2016 and 30 June 2017 (collectively, the periods under review).

References below to ''2014,'' ''2015'' and ''2016'' are to the financial years ended 31 December 2014, 31 December 2015 and 31 December 2016, respectively, except that in the case of Greystones Devco, the references below to ''2015'' are to the period ended 31 December 2015. References below to ''H1 2016'' and ''H1 2017'' are to the six months ended 30 June 2016 and 30 June 2017, respectively.

The financial information presented in tabular form in the following discussion has been rounded to the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column.

Although the Group is described for historical periods in this Prospectus as if BDHL, BCL, Greystones Devco and the Conditionally Acquired Sites being acquired from TIO RLF were a single group, they were in fact under separate ownership and control (though BDHL and BCL themselves were under common ownership and control), and, accordingly, there is no combined historical financial information for the Group and there is no basis for preparing combined historical financial information prior to Admission. Moreover, there is no financial information in this Prospectus in respect of the Conditionally Acquired Sites being acquired under the Kells Acquisition Agreements and the Braddington Acquisition Agreement. Neither the historical financial information in Part V ''Historical Financial Information'' of this Prospectus or the financial information of TIO RLF included in Part XIII of this Prospectus, nor the comparisons of historical results set forth below should be viewed as indicative of the historical performance of the component parts of the Group or indicative of its performance following Admission. See in particular section 2 ''Presentation of information for the Group'' of this Part IV ''Operating and Financial Review''. Section 3 ''Significant factors affecting the Group's financial statements'' of this Part IV ''Operating and Financial Review'' addresses factors that will be relevant for an understanding of the Group's financial performance following Admission, and section 4 ''Key Performance Indicators'' of this Part IV ''Operating and Financial Review'' addresses measures of performance of the Group that will be relevant following Admission, and neither should be viewed as a basis for evaluating the historical performance of BDHL, BCL or Greystones Devco set forth below. See ''Presentation of Information''. See also Part XII ''Valuers' Reports'' for the valuation of the Conditionally Acquired Sites.

Moreover, the explanations of key line items in section 5 ''Description of key items on the income statement and statement of comprehensive income of BDHL''; section 7 ''Description of key items on the income statement and statement of comprehensive income of BCL'' and section 9 ''Description of key items on the statement of comprehensive income of Greystones Devco'', in each case, of this Part IV ''Operating and Financial Review,'' which in large part reflect the roles of BDHL, BCL and Greystones Devco relative to TIO RLF during the periods under review, are of historical relevance only, and should not be viewed as relevant to an understanding of the equivalent line item of the Group's financial information following Admission. Moreover, BDHL and BCL were under common control of a single shareholder and their activities overlapped to a significant extent, but their respective historical financial information presented herein is on a standalone basis. Please refer to paragraph 10 of the section of this Prospectus entitled ''Risk Factors'' (''The Company is recently formed and has no trading history of its own, and the historical financial information included and discussed in this Prospectus, as well as the financial information provided for TIO RLF in this Prospectus, is not representative of the Group's future results.'') for a summary of certain risks relating to the historical financial information included in Part V ''Historical Financial Information'' of this Prospectus and the financial information of TIO RLF included in Part XIII of this Prospectus.

1. Overview

The Group develops and builds starter, mid-size and executive and high-end homes (both houses and apartments) in Ireland, with a principal focus on the Greater Dublin Area, either for itself or on behalf of third parties. The Group offers a platform that, following Admission, will combine a land bank in Ireland, mainly in the Greater Dublin Area, with a GDV of e1,078 million as of 31 August 2017 (representing the Conditionally Acquired Sites being acquired from TIO RLF and other sellers) with BDHL, an award-winning developer that has significant development experience and expertise and which has been involved in the building of homes in Ireland since 2003, and BCL, a company under common control with BDHL, which has served as the asset advisor to TIO RLF since 2014. The acquisition of the Conditionally Acquired Sites and the development of sites by the Group for its own account, rather than for a third party, represents a material change to the Group's business and a natural evolution of its activities given the significant market opportunity it has identified.

The Group seeks, through a combination of skills in sourcing, evaluating and acquiring land, site planning and development, constructing homes and marketing completed homes, to scale its operational platform and become a leading housebuilder in Ireland able to execute complex development projects targeting multiple segments of the residential home market. The Group is able to deploy multiple construction methods to offer a broad range of housing styles to satisfy most of the customer segments in the Greater Dublin Area residential housing market, from social housing/affordable homes to executive and high-end homes. Initially, the Group intends to target up to half of its homes at first-time buyers given the chronic demand and supply imbalance in the Irish residential housing market, although that approach may evolve over time as customer requirements change and market circumstances dictate.

In addition to developing its own land (via its Bridgedale line of business), the Group will seek to augment its operations with joint venture, license and partnership arrangements to develop residential schemes on land owned by third parties (primarily via its newly-established Glenveagh Living line of business).

2. Presentation of information for the Group

The Company is a newly incorporated entity that will become the holding company for the Group upon Admission. The Company has no trading history, earned no income, incurred no expenditure (and therefore made neither a profit nor a loss) and has not prepared an income statement or statements of changes in equity or cash flows, covering the periods under review. See section H of Part V ''Historical Financial Information'' where the Company's statement of financial position for the period from 9 August 2017 to 24 August 2017 is presented.

Following Admission and completion of the acquisitions specified in section 6.3 of Part II ''Information on the Group'', the Group will include:

• * Glenveagh Properties (Holdings) Limited, a newly incorporated subsidiary of the Company established as a holding company for other subsidiaries in the Group;
• * BDHL and BCL;
• * the Conditionally Acquired Sites, of which 14 Conditionally Acquired Sites are being acquired from TIO RLF, 14 Conditionally Acquired Sites are being acquired from third party sellers and 1 Conditionally Acquired Site is being acquired through the acquisition by BDHL of the entire issued share capital of Braddington Developments Limited (''Braddington''). (Braddington is a property holding company and does not conduct any activities other than holding one of the Conditionally Acquired Sites through its joint venture, Feathermist Limited, in which BDHL owns approximately 35.6 per cent. of the issued share capital and Braddington owns the remainder of the issued share capital);
• * Greystones Devco, an affiliate of TIO RLF that has provided development management services to TIO RLF for the Marina Village, Greystones project from October 2015 following its incorporation in July 2015; and

* Glenveagh Living Limited, a newly-incorporated subsidiary through which the Group intends to conduct its Glenveagh Living line of business.

TIO RLF is a private equity-sponsored sub-fund of a regulated investment vehicle. Historically, TIO RLF acquired parcels of land which, once the necessary planning permission was obtained, were capable of being developed for residential housing. During the periods under review, BDHL and BCL acted as the asset advisor and developer for TIO RLF. Together, BDHL and BCL provided assistance to TIO RLF in:

• * sourcing sites to acquire;
• * evaluating the possibility to re-zone sites as residential and/or to obtain planning permission for residential development;
• * evaluating the development potential of such sites;
• * developing the sites that were acquired by TIO RLF following receipt of the necessary planning permission;
• * advising TIO RLF regarding sites to be designated as non-core and then sold.

Financial information in respect of TIO RLF (in the form of non-statutory financial statements) for the period 1 January 2014 to 30 June 2017 is included in Part XIII of this Prospectus. Please refer to paragraph 10 of the section of this Prospectus entitled ''Risk Factors'' (''The Company is recently formed and has no trading history of its own, and the historical financial information included and discussed in this Prospectus, as well as the financial information provided for TIO RLF in this Prospectus, is not representative of the Group's future results.'') for a summary of certain risks relating to the financial information in Part XIII.

During 2016, BDHL completed 60 new homes and during the first nine months of 2017 it closed the sale of or executed contracts for sale for a further 183 units, almost all of which were developed on behalf of TIO RLF, with the remainder developed on its own behalf.

BDHL and BCL, together with Greystones Devco, carried out the operating activities of TIO RLF on an outsourced basis during the periods under review, including the development of four Conditionally Acquired Sites where construction activities will be ongoing at the time of Admission. The results of BDHL, BCL and Greystones Devco during the periods under review reflect primarily their performance of advisory, management and construction services for TIO RLF.

• * BDHL and BCL began to provide advisory, management and construction services in 2014, but scaled up such services only in 2015 and scaled up further in 2016 and H1 2017. While BDHL did develop and construct homes on its own land (or land owned by its shareholder in his personal capacity) during the periods under review, the revenue from such homes was relatively flat (2014: e1.4 million, 2015: e1.3 million and 2016: e1.7 million) and revenue growth in H1 2017 and in 2016 and 2015 was generated primarily through its relationship with TIO RLF.
• * Greystones Devco began providing its development management services to TIO RLF in October 2015 and scaled up such services in 2016.

Following Admission, by virtue of the acquisition of 14 of the Conditionally Acquired Sites from TIO RLF, the Group will have acquired all of the development land held by TIO RLF immediately prior to Admission (with the exception of the homes already constructed as described in the following paragraph), with the valuation of such land reflected in the Valuers' Reports included elsewhere in this Prospectus. See also section 6.3 of Part II ''Information on the Group'' for further information on the Conditionally Acquired Sites being acquired from TIO RLF. While, upon Admission, BDHL, BCL and Greystones Devco will become subsidiaries of the Company, TIO RLF will not become a member of the Group and will remain under the control of TIO ICAV.

It is expected that at Admission certain homes (expected to be approximately 14 units) on some of the Conditionally Acquired Sites being acquired from TIO RLF (being Marina Village, Greystones; Holsteiner Park, Clonee; and Cois Glaisı´n, Navan, Co. Meath) will have been constructed or be under construction and contracts for sale executed but with sale formalities having not yet been completed. These TIO RLF Retained Units will not form part of the Conditionally Acquired Sites, but instead will be retained by TIO RLF. Any revenue from the sale of the TIO RLF Retained Units will be for the account of TIO RLF and not the Group. TIO RLF and BCL have agreed that BCL, with the assistance of BDHL, as required, will continue to perform its asset advisor role to TIO RLF for six months from Admission in relation to the TIO RLF Retained Units. In the event that any of the TIO RLF Retained Units are not sold and sale proceeds received on or by 1 January 2018 (the ''Remaining TIO RLF Retained Units''), then the Company is obliged to purchase those units at the agreed sales price for each such unit, as specified in the TIO RLF Acquisition Agreement, and the completion date of such purchases will be 15 January 2018. The development management arrangement between Greystones Devco and TIO RLF will cease upon Admission, other than in respect of the TIO RLF Retained Units which will cease when the units are sold to purchasers or to BCL as set out above. See Part II ''Information on the Group'' for a description of the relationship between the Group and TIO RLF following Admission.

3. Significant factors affecting the Group's financial statements

The Group believes that the following factors will affect its business, financial condition and results of operations following Admission.

3.1 Availability of affordable mortgage financing in Ireland

Following Admission, the Group will derive its revenue principally from the sale of completed homes. The availability and cost of mortgages affects whether most potential customers of the Group can afford to buy a home at all, and if so, at what price. A significant number of buyers of homes developed by the Group historically financed their acquisitions with mortgage financing, and the Group expects that this will continue, with first-time buyers particularly likely to require a mortgage to purchase their first home. Reduced availability of affordable mortgage financing and factors that increase the upfront or monthly cost of financing the purchase of a home, such as increases in interest rates, insurance premiums or taxes or other charges associated with the purchase price of a home, all impact the affordability of, and therefore the level of demand for, the homes the Group develops.

Prevailing mortgage interest rates in Ireland currently range between 3 per cent. and 5 per cent., with many borrowers taking out variable rate mortgages that track interest rates set by the European Central Bank. The Group believes that interest rates may rise in the near- to mediumterm and the prevailing mortgage interest rates may then experience a corresponding increase. The CBI imposes lending limits for mortgages, which are currently set at 3.5 times the annual gross salary of the applicant (with some exceptions) and sets minimum deposit requirements. The minimum deposit required by the CBI for first-time buyers is 10 per cent. of the purchase price (second and subsequent buyers must have deposits of 20 per cent., albeit with discretion for up to 20 per cent. of non-first-time buyers per financial institution to obtain mortgages with a greater than 80 per cent. LTV ratio). The Group intends initially to price up to half of its homes to be affordable for first-time buyers taking out mortgages compliant with the CBI requirements. The Irish government's Help to Buy incentive is aimed at helping first-time buyers to assemble the minimum deposit required, and some potential buyers of the Group's homes may be unable to get a mortgage should such assistance be diminished or withdrawn. See Part I ''Industry overview'' for further information on conditions affecting the mortgage market in Ireland.

Any changes in interest rates or lending guidelines or other factors that increase the upfront or monthly cost of financing a home will impact both the demand for the Group's homes and their pricing, which will, in turn, impact the Group's revenue and profitability.

3.2 Demographic and macro-economic trends in Ireland

Demand for housing is driven by a combination of factors, such as the rate of economic growth, the rate of population growth, the average age and life expectancy of the population, the rate of household formation, consumer confidence and the unemployment rate. Currently, all of these indicators in Ireland are favourable for creating demand for housing and the Group believes that there is structural demand for new housing in Ireland, whether to own or to rent. See Part I ''Industry overview'' for further information. The Group believes that Ireland, in general, and the Greater Dublin Area, in particular, are currently undersupplied with housing. However, if there were to be falling demand, particularly if coupled with oversupply, it would result in a decrease in house prices, which would be reflected in the Group's revenue and profit from operations. The Irish housing market has experienced sharp declines in house prices in the past, with residential property prices recorded in the third quarter of 2012 being 53 per cent. lower compared to the peak in 2007. (Source: CSO, Residential Property Price Index, January 2016). While the Group believes that interest rates may rise in the near- to medium-term, which may have a moderating effect on demand and pricing, the Group believes this impact will be outweighed by the other factors driving increased demand for housing in the Greater Dublin Area as long as overall building activity remains low compared with unmet demand. Any sustained rise in interest rates may also be indicative of a stronger macroeconomic environment, which typically supports stronger demand for housing.

3.3 Composition and value of the Group's inventory (including land bank)

The Group's ability to derive revenue depends on whether it has sufficient land in desirable locations suitable for development, whether it is able to acquire land on appropriate commercial terms and whether it is able to complete homes on its land and sell completed homes to home buyers. Following Admission, the Group will have acquired the Conditionally Acquired Sites, which are potentially capable of yielding up to 3,020 homes. See section 6.3 of Part II ''Information on the Group'' for further information on the Conditionally Acquired Sites. The Group has also identified the Potential Sites as possible sites for potential future developments and anticipates additional buying opportunities for land going forward.

The cost of land that the Group acquires will typically be its most significant expense. The cost of land varies by location and existing usage, as well as whether the land has the required zoning and planning permissions for residential construction. Where the land does not have planning permission, the Group typically acquires it using unconditional land purchase contracts (which have no conditions related to land use attached to the closing of the purchase), as opposed to making the closing of the transaction conditional on obtaining of zoning designation for residential use and receipt of planning permission. Purchasing land unconditionally is typically less expensive and offers the greatest potential for margin enhancement through the procurement of the zoning designation and/or planning permission, but carries proportionately greater risk. Inability to obtain a change in zoning for residential use or inability to obtain planning permission may render the land acquired by the Group unusable for residential construction or sharply decrease its value.

The Group carries property in the course of development, completed units for sale and the related land as inventory reflected on its statement of financial position. Inventory is carried at the lower of cost and net realisable value. The Group does not value land or other assets held as inventory regularly unless there are indications that the value of the land or assets may be impaired. Should the Group determine that the value of its inventory has fallen, it may need to take impairment charges with respect to the inventory, which would reduce its net assets and/or reduce its net income for the relevant period by the amount of the impairment charge.

The Group also carries certain land as investment properties on its statement of financial position if the Group does not intend to develop such land. Investment properties are carried at fair market value in the Group's statement of financial position. The Group is required to value land held as investment properties annually. Should the Group determine that the value of its investment properties has fallen, it may need to adjust the value of investment property on its balance sheet through fair value loss adjustment, which would reduce its net assets and/or reduce its net income for the relevant period by the amount of fair value loss.

3.4 Home mix and pricing

The Group's profitability will be affected by the number of homes that the Group is able to build and sell and the cost of capital that it expends in achieving such sales. The cost of land typically represents the largest cost of developing the Group's homes: the lower the cost of land, the greater the potential gross margin on homes built on such land, all other factors being equal. The number of homes that the Group may be able to build depends on the extent and location of the land that it owns, the availability of labour and materials, and the receipt of the necessary zoning and planning permissions. The Group will also be constrained in developing its land by the availability and cost of funding for land acquisition and development costs.

Pricing for the Group's homes will vary depending on the type and size of the homes (e.g. whether the homes are apartments, or semi-detached or detached houses), the quality and finishing of the construction and the location. Competition from other developers or from other sellers of existing or newly constructed homes, as well as general conditions of the Irish housing market and prevailing price levels will impact prices that the Group may receive for its completed homes. See Part I ''Industry overview''. The mix of pricing levels that can be achieved by the Group and the relative weighting of each pricing band compared to the total number of completed homes sold by the Group will directly impact its revenue and gross margins.

The Group's performance depends on the cost of land, the construction and site development costs, the length of the project cycle, the holding costs of completed and partially built homes (which include taxes, insurance, utilities, maintenance and administrative costs that are incurred by the Group until the home is sold), the average selling prices and the velocity of sales, and will vary among the different categories of homes.

There is a direct correlation among sales velocity, holding costs and sales prices (and the resulting impact on profits, gross margins and ROCE). Charging higher prices for homes is likely to result in slower velocity of sales and longer holding times, which would decrease revenue and available working capital as the receipt of proceeds from home sales is delayed, but increase profits and gross margins if and when the higher priced homes sell. Higher prices may offset the higher holding costs, thereby improving gross margins, but affect working capital negatively, which may lead to the Group postponing future development and therefore delay the receipt of revenue from such future developments.

The working capital needs of the Group vary depending on whether it is constructing houses or apartments. Construction of apartments requires a higher amount of working capital because of the need to construct substructure, such as basements and podiums and superstructures in addition to the site setup and site development work. Construction of houses, following site setup and site development work, only requires the implementation of basic infrastructure. Moreover, the Group is able to build and sell houses in phases once the basic infrastructure is in place, which enables it to sell homes and generate cash flow from a partially built site while the building process is continuing. When the Group builds apartments, typically the entire building must be completed before sale of any of the units can be completed, meaning that although the Group collects the initial deposit for apartments pre-sold prior to or during construction, the remainder of the purchase price is typically payable only once the entire building has been completed. The Group has some flexibility to vary the speed of construction and the nature of the developments to suit its working capital availability. The Group is focused on driving gains in construction and asset efficiency to deliver higher returns on invested capital and to reduce its working capital requirements.

Once the Group begins to pursue its strategy of developing land owned by third parties in joint ventures, licence agreements or other partnership arrangements primarily through the Glenveagh Living line of business, the Group's margins will also be impacted by the mix of home completions on the Group's own land and home completions on behalf of third parties. Any work that the Group undertakes with third parties, including through its Glenveagh Living line of business, is likely to require less capital to be deployed by the Group and so is likely to generate higher ROCE than if the Group were undertaking the development using the build-for-sale model currently employed by the Group in its Bridgedale line of business. Further, as developments undertaken in conjunction with third parties would typically have a lower level of risk than developments carried out by the Group on its own land because of the sharing of risks among joint venture partners, such developments would be expected to generate correspondingly lower gross margins.

While the Group is focused primarily on the delivery of homes, the Group may consider participating in other projects that involve the building of homes alongside other structures or buildings, such as mixed use developments or residential developments with a commercial component. For example, the planning permission application submitted for the Ballyboughal Conditionally Acquired Site includes, in addition to the 57 residential units, two retail units and two office units. The Group will evaluate whether and how to capitalise on such opportunities on a project-by-project basis, given the relationships and track records of the Founders. The Group may choose to participate in such projects through joint ventures, entering into back-to-back arrangements, disposing of the non-residential components or similar means.

3.5 Construction and development costs

In addition to land, housebuilding activity requires planning permission and residential zoning designation from the relevant government bodies, construction materials, logistical support and labour. While the size, type and location of its developments are primarily within the Group's control, the prices of materials and labour costs are largely outside of the Group's control and can have a material impact on the Group's construction costs and, accordingly, on the Group's financial results. Shortages of labour, both skilled and unskilled, may lead to the Group having to increase salaries for its employees and pay more for the labour provided by contractors. The Group will need to increase its staff as it approaches its target 1,000 units per annum by 2020 and 2,000 units per annum in the long-term, and the Group expects that its labour costs will grow, in particular as the Group expects to employ approximately 100 additional individuals in the mediumterm. To help mitigate cost pressures going forward, the Group intends to increase the use of standardised home types, standard design details and specifications to help reduce and improve the predictability of costs, as well as improve construction build times and quality.

The Group expects that its central overhead costs (including service functions such as accounting, IT, administrative and others) immediately following Admission will be approximately e13.5 million to be incurred over a three month period, and will increase as the Group grows with a target of approximately 5 per cent. of the Group's revenue in the medium-term (2020 onwards).

The type of construction materials used by the Group will also affect its overall construction costs due both to the costs of the materials and the variability in the speed of construction depending on the method used. The construction method will also vary by housing type – building apartments requires different methods from building houses. For example, a home built using a timber frame is on average 10 per cent. more expensive than a comparable home built using masonry, and homes built using rapid build steel frames are on average 10 per cent. more expensive than comparable homes built using timber frames. However, using masonry is a slower construction method than using either rapid build steel frames or timber frames. In making decisions on which construction method to use, the Group is guided by considerations such as the nature of the development (houses versus apartments), the segment of the market at which the development is targeted, efficiency, execution risk and likely weather conditions / seasonality, in addition to the financial implications involved.

The Group sources the majority of the materials it uses in construction directly, principally in Ireland, with the remainder sourced by the Group's contractors. As the Group grows, it may be able to negotiate better pricing from its contractors and suppliers as its purchasing power increases.

The speed of completion of construction also affects the Group's financial returns. Any extensions of development timeframes will impact its working capital and its profitability by increasing its costs and/or delaying its receipt of revenue. Delays can be caused by the inability to obtain the necessary labour and materials to complete developments. In addition, the completion timeline, as well as the cost of the Group's developments, may be negatively affected by, among other things, the speed of the provision of services and infrastructure to its developments, such as roads and new or improved utilities, such as electricity, water and sewerage connections, the presence of invasive species or protected species, archaeological finds, poor soil or other geological conditions, challenging site topography or lack of access to the sites for construction purpose.

The Group expects that the rate of corporate income tax applied to its income following Admission will be 12.5 per cent., the current standard corporate income tax rate in Ireland.

3.6 Financing of the Group's operations

The Group intends to finance the building of homes with a portion of the net proceeds of the Offer, as well as its cash flow from continuing operations as it develops and sells new homes. The Group anticipates that it will continue financing its future developments with cash from continuing operations, but its capital structure will also include debt both to finance the purchase of land and to finance construction and development. The Group's target is that the total Group borrowing from time to time will not exceed 25 per cent. of its consolidated net assets measured at the time the debt is incurred. The Group intends to enter into a revolving credit facility as soon as reasonably practicable following Admission and the Group is in discussions with potential lenders. The Group expects that any borrowing under the facility and any future indebtedness will be secured by substantially all assets of the Group rather than such borrowings being secured on an asset-byasset basis. Were the Group to breach the terms of any of its borrowings, the lenders may require immediate repayment and may enforce on their security, which could force the sale of some or all of the Group's assets at a significant discount. The amounts borrowed, as well as the terms of any borrowings, will impact the Group's operational flexibility and liquidity, as well as the level of interest expense. Once the Group incurs debt, to the extent it is a floating interest rate debt, the Group's cost of capital will then also be subject to interest rate fluctuations.

3.7 Timing of launches of sales of developments

The Group's business is affected to some degree by the timing of the launch of sales from its developments, which affects the timing of receipt of revenue and cash flow from operations. Generally, spring and autumn tend to see a higher number of launches than the other seasons, with corresponding peaks in sales volumes. However, the timing of the launches is, to a large extent, within the Group's control and homes are sold throughout the year. The Group evaluates the timing of the launches based on local property market conditions and seeks to balance demand and supply to maintain its targeted pricing level and take advantage of house price inflation. If the Group shifts the launch of a development or a new phase in a development from one financial period to the next, the Group's results for a particular financial period may be depressed or improved accordingly. The Group also tends to experience a higher number of sales near the middle and the end of the calendar year, respectively. However, periods of economic downturn in the industry and other macroeconomic factors (such as changes in interest rates) can alter these patterns.

3.8 Inflation

The Group, along with the Irish housebuilding industry in general, may be adversely affected during periods of inflation because of resulting higher land and construction costs. For budgeting purposes and for purposes of setting its target IRRs and gross margins, the Group has assumed that house price inflation will be 5 per cent. per annum and build cost inflation will be 4 per cent. per annum. Inflation may also increase the Group's financing costs to the extent that the Group obtains debt financing. In addition, higher mortgage interest rates affect the affordability of the Group's homes, which is a key consideration for homebuyers, particularly for the Group's key target market of firsttime buyers. While the Group attempts to pass on to its customers any increases in its costs through increased sales prices, market forces, such as competition and prevailing level of demand for housing, may limit its ability to do so.

3.9 Transactions with related parties

The Group has historically engaged in and may continue to engage in certain business transactions with related parties, including but not limited to asset acquisitions and disposals, such as the acquisition of some of the Conditionally Acquired Sites. Transactions involving related parties cannot be presumed to be carried out on an arm's length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favourable to the Group's business and may include terms, conditions and agreements that are not necessarily beneficial to or in the Group's best interest. For example, the price payable by the Group for the Conditionally Acquired Sites that will be acquired from related parties may not necessarily represent the price at which a third-party would acquire or sell the sites.

4. Key performance indicators

Following Admission, the Group will use IRR, gross margin and ROCE as metrics to assess the potential returns on its future developments and projects on a site-by-site basis. Once the Group achieves scale (that is, developing at least 1,000 units per year, which it will seek to achieve by 2020), the Group will target generating a minimum ROCE of 25 per cent. on a Group-wide basis (from fiscal year 2021 onwards). The Group will seek to achieve a minimum IRR target of at least 15 per cent. or a gross margin of at least 20 per cent., once the Group achieves scale.

• * IRR is a rate of return used to measure and compare the profitability of investments or projects. IRR is commonly used to evaluate the desirability of investments or projects: the higher a project's IRR, the more desirable it is to undertake the project.
• * Gross margin is a metric designed to demonstrate the difference between the purchase price of a development and its construction and development costs.
• * ROCE is the return on capital employed and measuring ROCE on a site-by-site basis is expected to assist the Group in determining whether a particular project or development is an efficient use of its capital.

The Group will also have ROCE, IRR and gross margin targets in relation to each site or project. Once the Group achieves scale, the Group intends to measure its performance on a Group-wide basis primarily using ROCE. The Group believes that ROCE is the best measure of the Group's ability to generate profits from its asset base in a capital efficient manner. The methodology for calculating ROCE on the Group level and for any individual site will be different.

See section 5.4 of Part II ''Information on the Group'' and ''Presentation of information'' for further information about IRR, gross margin and ROCE.

5. Description of key items on the income statement and statement of comprehensive income of BDHL

Following Admission, BDHL will be consolidated in the financial statements of the Company and will not be presented separately.

BDHL served as a developer for TIO RLF and provided certain asset advisory services (together with BCL) during the periods under review. Most of the revenue during the periods under review has been derived from fee income directly associated with property development, including construction and asset advisory services, and, to a lesser extent in recent periods, the sale of homes.

The following table presents BDHL's revenue by source:

		For the year ended 31 December		For the six months ended 30 June
	2014	2015	2016	2016 (unaudited)	2017
			(g'000)
Construction services	558	1,084	8,755	2,757	12,537
Residential house sales Asset advisory and	1,354	1,307	1,692	—	—
management services	135	296	296	148	104
Total revenue	2,047	2,687	10,743	2,905	12,641

Cost of sales reflects the cost associated with delivering completed developments, and includes construction and marketing costs, direct staff costs, as well as other costs. Most of BDHL's cost of sales during the periods under review relate to construction services provided to TIO RLF.

Administration expenses include general costs relating to management and administrative functions, central costs and indirect labour costs, and are recognised in respect of goods and services received when supplied in accordance with contractual terms.

6. Results of operations of BDHL

The following table sets forth information relating to BDHL's income statement and statement of comprehensive income (including as a percentage of total revenue).

	For the year ended 31 December					For the six months ended 30 June
	2014		2015		2016		2016 (unaudited)		2017
	(g'000)	per cent. of total revenue	(g'000)	per cent. of total revenue	(g'000)	per cent. of total revenue	(g'000)	per cent. of total revenue	(g'000)	per cent. of total revenue
Revenue	2,047	100.0	2,687	100.0	10,743	100.0	2,905	100.0	12,641	100.0
Cost of sales	(2,109)	103.0	(1,500)	55.8	(8,098)	75.4	(2,189)	75.4	(10,550)	83.5
Gross profit/(loss)	(62)	3.0	1,187	44.2	2,645	24.6	716	24.6	2,091	16.5
Administration expenses	(239)	11.7	(255)	9.5	(1,412)	13.1	(200)	6.9	(656)	5.2
Operating profit/(loss)	(301)	14.7	932	34.7	1,233	11.5	516	17.8	1,435	11.4
Finance expense	(1)	0	—	—	(10)	0.1	—	—	(9)	0.1
Profit/(loss) before taxation .	(302)	12.8	932	34.7	1,223	11.4	516	17.8	1,426	11.3
Taxation	39	1.9	(116)	4.3	(153)	1.4	(64)	2.2	(178)	1.4
Profit/(loss) after taxation	(263)	12.8	816	30.4	1,070	10.0	452	15.6	1,248	9.9
Total comprehensive income/(loss)	(263)	12.8	816	30.4	1,070	10.0	452	15.6	1,248	9.9

Income statement and statement of comprehensive income data

The increase in revenue in H1 2017 compared to H1 2016 and the increase in revenue in 2016 compared to 2015 and in 2015 compared to 2014 was principally due to the increase in construction services provided to TIO RLF as BDHL built more homes for TIO RLF on a greater number of sites in these periods.

Cost of sales increased in H1 2017 compared to H1 2016 and increased in 2016 compared to 2015 due to increased contracted construction activity, but declined in 2015 compared to 2014 due to the strategic shift in the business from developing and selling its own residential houses to developing residential units under contract for TIO RLF.

Administration expenses increased in H1 2017 compared to H1 2016 and increased in 2016 compared to 2015 principally due to growth in the construction activity for TIO RLF and were relatively flat from 2014 to 2015.

In line with growth in profit/(loss) before taxation, taxation increased from a credit in 2014 (due to a loss before tax) to a tax in all other reporting periods.

As a result of the foregoing factors, profit/(loss) after taxation increased to a profit of e1.2 million in H1 2017 from a profit of e0.5 million in H1 2016, increased slightly from a profit of e0.8 million in 2015 to a profit of e1.1 million in 2016, and increased from a loss of e0.3 million in 2014 to a profit of e0.8 million in 2015.

Cash and cash equivalents for BDHL increased to e2.0 million as of 30 June 2017 from e0.2 million as of 31 December 2016 principally due to net cash inflow from operating activities of e2.1 million in H1 2017 as a result of increased cash revenue from construction activity, partially offset by net investment in plant and machinery. Cash and cash equivalents was e26,000 as of 31 December 2015 compared to e0.2 million as of 31 December 2016 due to increased net cash inflow from operating activities as a result of increased construction activity and the net cash inflow from drawdowns under finance leases, which were offset by investment in plant and machinery and the acquisition of development land. Cash and cash equivalents was e0.1 million as of 31 December 2014.

7. Description of key items on the income statement and statement of comprehensive income of BCL

Following Admission, BCL will be consolidated in the financial statements of the Company and will not be presented separately.

Revenue during the periods under review was derived from asset advisory and management services provided to TIO RLF, Greystones Devco and BDHL.

BCL operates as an agent for the management services rendered to TIO RLF and Greystones Devco as it takes no title, development or inventory risk related to the these services. Accordingly, BCL only recognises the commission earned as revenue in respect of these management services.

Total amounts charged to TIO RLF and Greystones Devco amounted to e1.3 million for H1 2017, e2.1 million for 2016, e1.3 million for 2015 and e0.3 million for 2014.

Cost of sales reflects direct staff costs, as well as other costs associated with the provision of advisory services.

8. Results of operations of BCL

The following table sets forth information relating to BCL's income statement and statement of comprehensive income (including as a percentage of total revenue).

Income statement and statement of comprehensive income data

	For the year ended 31 December					For the six months ended 30 June
	2014		2015		2016		2016 (unaudited)		2017
	(g'000)	per cent. of total revenue	(g'000)	per cent. of total revenue	(g'000)	per cent. of total revenue	(g'000)	per cent. of total revenue	(g'000)	per cent. of total revenue
Revenue Cost of sales	313 (301)	100.0 96.2	1,554 (1,264)	100.0 81.3	1,354 (1,250)	100.0 2.3	639 (592)	100.0 (92.6)	899 (964)	100.0 107.2
Gross profit/(loss) Administration expenses	12 —	3.8 —	290 —	18.7 —	104 —	7.7 —	47 —	7.4 —	(65) —	7.2 —
Operating profit/(loss) (Loss)/Profit before taxation Taxation Profit after tax	12 12 (2) 10	3.8 3.8 0.6 3.2	290 290 (36) 254	18.7 18.7 2.3 16.3	104 104 (13) 91	7.7 7.7 1.0 6.7	47 47 (6) 41	7.4 7.4 (0.9) 6.4	(65) (65) 8 (57)	7.2 7.2 0.9 6.3
Total comprehensive income	10	3.2	254	16.3	91	6.7	41	6.4	(57)	6.3

The increase in revenue in H1 2017 compared to H1 2016 and the decrease in revenue in 2016 compared to 2015 was principally due to the progress of developments undertaken by TIO RLF and Greystones Devco during these periods and the associated impact on BCL's asset advisor and management services fees. Revenue increased in 2015 compared to 2014 primarily due to an increase in the asset advisory and management services fees, as BCL provided asset advisory services for a full year in 2015 compared to four months in 2014.

Cost of sales increased in H1 2017 compared to H1 2016 due to an increased cost base (including the costs of employing non-asset advisory staff and associated staff costs) and was relatively flat in 2016 compared to 2015. Cost of sales increased in 2015 compared to 2014, reflecting a full year of operations in 2015 compared to four months in 2014.

As a result of the foregoing factors, (loss)/profit after taxation decreased to a loss of e57,000 in H1 2017 from a profit of e41,000 in H1 2016, decreased from a profit of e0.3 million in 2015 to a profit of e0.1 million in 2016, and increased from a profit of e10,000 in 2014 to a profit of e0.3 million in 2015.

Cash and cash equivalents for BCL decreased to e0.1 million as of 30 June 2017 from e0.2 million as of 31 December 2016 principally due to net cash outflows in H1 2017 due to reduced cash flow from operations and increased cash outflows from investing activities relating to the purchase of property, plant and equipment. Cash and cash equivalents was e0.1 million as of 31 December 2015 compared to e0.2 million as of 31 December 2016 as a result of increased cash flows from operations and cash inflow from drawdowns under finance leases offset by cash outflows from investment in property, plant and equipment. Cash and cash equivalents was e37,000 as of 31 December 2014.

1. Description of key items on the statement of comprehensive income of Greystones Devco Following Admission, Greystones Devco will be consolidated in the financial statements of the Company and will not be presented separately.

Revenue is derived from the provision of services in respect of the Marina Village, Greystones development in accordance with a development services agreement with TIO ICAV, acting solely in respect of its sub fund, TIO RLF. Greystones Devco operates as an agent for the majority of the services rendered to TIO RLF as it takes no title, development or inventory risk related to the development services. Accordingly, Greystones Devco does not recognise revenue or expenses in respect of the agency services. Greystones Devco does recognise revenue for the provision of management services to TIO RLF.

Expenses incurred on behalf of TIO RLF as part of the development services provided to TIO RLF are recharged to TIO RLF. Amounts recharged to TIO RLF were e7.7 million for H1 2017, e10.8 million for 2016, and e0.5 million for 2015.

Administration expenses include general costs relating to management and administrative functions.

Finance expense comprises principally interest on a shareholder loan from a related party, which is a shareholder of both TIO RLF and Greystones Devco. The loan is a term loan facility of up to e20 million which bears interest at 10.0 per cent. per annum and is payable on demand. The purpose of the loan is to enable Greystones Devco to carry out the development of the Marina Village, Greystones project. This loan will be repaid and terminated prior to the acquisition of Greystones Devco by the Group.

10. Results of operations of Greystones Devco

The following table sets forth information relating to Greystones Devco's statement of comprehensive income (including as a percentage of total revenue) during the periods under review from the date of its incorporation.

	For the year ended 31 December					For the six months ended 30 June
	2015		2016		2016 (unaudited)		2017
	(g'000)	per cent. of total revenue	(g'000)	per cent. of total revenue	(g'000)	per cent. of total revenue	(g'000)	per cent. of total revenue
Revenue	116	100.0	1,210	100.0	453	100.0	978	100.0
Administration expenses	(71)	61.2	(579)	47.9	(266)	58.7	(450)	46.0
Operating profit	45	38.8	631	52.1	187	41.3	528	54.0
Finance expense	(45)	38.8	(566)	46.8	(162)	35.8	(484)	49.5
Profit before taxation	—	—	65	5.4	25	5.5	44	4.5
Taxation	—	—	(8)	0.7	(3)	0.7	(6)	0.6
Profit after taxation	—	—	57	4.7	22	4.9	38	3.9
Total comprehensive
income	—	—	57	4.7	22	4.9	38	3.9

Statement of comprehensive income data

Revenue increased substantially in 2016 compared to 2015 as Greystones Devco only began operations in October 2015. Revenue increased in H1 2017 compared to H1 2016 as construction activity increased further.

Administration expenses increased in 2016 compared to 2015 as Greystones Devco only began operations in October 2015 and did not scale up to full operations until the following year. Administration expenses continued to increase in H1 2017 compared to H1 2016, reflecting further increase in construction activity.

Finance expense increased substantially in H1 2017 compared to H1 2016 due to an increase in the amount of the shareholder loan. Finance expense increased in 2016 compared to 2015 as Greystones Devco drew down under its shareholder loan only towards the end of 2015.

As a result of the foregoing factors, profit after taxation increased from e0.02 million in H1 2016 to e0.04 million in H1 2017 and increased from nil in 2015 to e0.06 million in 2016.

Cash and cash equivalents for Greystones Devco increased from e0.1 million as of 31 December 2016 to e0.3 million as of 30 June 2017 largely because cash flows from operating activities increased to e0.2 million from a cash outflow from operating activities of e9.1 million in 2016 (which itself was partially offset by drawdowns of the shareholder loan). Cash and cash equivalents reduced from e1.8 million as of 31 December 2015 to e0.1 million as of 31 December 2016 as significantly higher net cash outflows from operating activities as construction activity increased were only partially offset by net cash inflows from financing activities.

11. Liquidity and capital resources

The Group's principal sources of liquidity will be the net proceeds of the Offer and cash flows generated by the Group's operations (that is the sales of completed homes), and, to the extent that the Group incurs any indebtedness, the proceeds from its borrowing.

The Group's business activities are capital intensive in nature. The nature of the housebuilding industry means there is a lag between when investments are made in land acquisition and development and when revenue is generated from home sales. On average, the Group believes that its construction cash expenditures in connection with any particular site will commence six months prior to the receipt of any proceeds from the sales of houses and nine months prior to the receipt of any proceeds from the sales of apartments on the site. The Group requires capital to post deposits for potential land acquisition, to purchase and develop land, to construct homes, to fund related carrying costs and overhead and to fund various advertising and marketing programs to generate sales. These expenditures include expenditures relating to payroll, engineering, obtaining government permissions, planning and design, advertising, utilities, overhead costs and interest as well as the construction costs of the homes.

The Group intends to enter into a revolving credit facility as soon as reasonably practicable following Admission. The Group expects to use such facility for working capital purposes. The Group intends that total Group borrowings from time to time will not exceed 25 per cent. of its consolidated net assets measured at the time debt is incurred.

The Group expects to incur capital expenditure on fixed assets of approximately e250,000 per site in the near future assuming an average of 75 units per site.

12. Contractual obligations and commercial commitments

The following table sets forth, upon Admission (and in the case of operating/finance lease obligations, as of 31 August 2017), a summary of the Group's contractual obligations and commercial commitments after having given effect to the use of proceeds as described in section 2 of Part VIII ''The Offer''.

	Payments to be made by period
	Less than 1 year	From 1 to 2 years	From 2 to 5 years	5 or more years	Total
			(g'000)
Operating/finance lease obligations(1) Commitments related to Marina	286	289	552	798	1,924
Village, Greystones(2)	184	100	1,803	0	2,087
Total	470	389	2,355	798	4,011

⁽¹⁾ Operating/finance lease obligations represent rentals payable for certain of the Group's office properties, IT equipment, as well as hire purchase leases and other financing arrangements for the Group's plant, machinery and equipment.

⁽²⁾ See section 9.9 under heading ''Material Contracts'' of Part X ''Additional Information'' for a description of the Group's commitments to pay various amounts related to the Greystones Concession Contract, including payments towards the costs of certain coastal protections works.

Immediately upon Admission, the Group will satisfy its obligations relating to the purchase of the Conditionally Acquired Sites (which includes the acquisition of Braddington), BDHL, BCL and Greystones Devco. The Group has contracted to acquire, subject only to Admission, the Conditionally Acquired Sites, which will include the payment of e110.25 million for the Conditionally Acquired Sites owned by TIO RLF, approximately e47 million for the Conditionally Acquired Sites owned by third party sellers (including the acquisition of Braddington, which has a 64.4 per cent. stake in the Ballyboughal site), approximately e21 million to the Sisk group (as described below) in full and final settlement of certain future payment obligations relating to the development of the Marina Village, Greystones site and e1.00 in connection with the Group's acquisition of Greystones Devco from OCM. The Group will also be acquiring, subject only to Admission, BDHL and BCL for approximately e4.4 million from Stephen Garvey, which includes e2.6 million for the fair value of BCL and BDHL together (excluding any investment in the Ballyboughal site) and e1.8 million for the fair value of BDHL's stake in the Ballyboughal site. All consideration due to Stephen Garvey will be paid by the issue of 4,427,000 Ordinary Shares to Stephen Garvey, except to the extent the Bridgedale True-up Amount becomes payable, in which case such amount will be paid in cash. Payment for the acquisition of Conditionally Acquired Sites from TIO RLF, will be made by the issue of 110,250,000 Ordinary Shares to OCM. Payment for the acquisition of Conditionally Acquired Sites from other sellers, as well as the acquisition of Braddington, will be made in cash from the net proceeds of the Offer. See ''Material Contracts'' in section 9 of Part X ''Additional Information'' for further details.

As part of the acquisition of the Conditionally Acquired Sites from TIO RLF, the Group will make a payment of approximately e21 million in full and final settlement of the Sisk group's right to receive a percentage of the proceeds of sale of completed units (at Marina Village, Greystones) under the Greystones Property Participation Agreement as described in section 2 of Part VIII ''The Offer''. BDHL will also accede to the Greystones Property Participation Agreement to obtain the rights and assume the obligations of TIO RLF thereunder in respect of the Marina Village, Greystones development, and will be required to make certain ongoing financial contributions the amount of which is included in the table above. See section 9.9 under heading ''Material Contracts'' of Part X ''Additional Information'' for a description of the Group's commitments to pay various amounts under the Greystones Property Participation Agreement.

13. Off-balance sheet arrangements

Upon Admission, the Group will have no off-balance sheet arrangements other than the operating lease commitments disclosed in the contractual obligations table in section 12 of this Part IV ''Operating and financial review''.

14. Qualitative and quantitative disclosure of market risks

The Group is exposed to a variety of financial risks, including credit risk, liquidity risk, Irish housing market risk and interest rate risk.

Liquidity risk

Liquidity risk is the risk that the Group will be unable to meet its liabilities as they fall due. A substantial portion of the Group's assets are illiquid assets. This may restrict the Group's ability to dispose of investments in a timely manner and for a fair price should that be required. The Directors believe that in the short- to medium-term, the proceeds of the Offer will provide sufficient funds to cover its requirements. The Group has a policy of collecting a certain amount of funds for its developments from buyers of its homes as deposits prior to initiation of a development and attempts to pre-sell its developments. See section 7.5 of Part II ''Information on the Group'' for further information on deposits. The Group can also vary the pace of its development projects and the rate and magnitude of future acquisition and disposals of property.

Risk related to the Irish housing market

The Group will be subject to the prevailing conditions of the Irish economy and will be affected by the level of Irish house prices and the availability of mortgage finance for its customers. See Part I ''Industry overview'' for further information. The performance and liquidity of the Irish property market may impact the Group's earnings, profitability and capital requirements. As the Group's assets and business are solely in the Irish property market, and currently predominantly in the Greater Dublin Area, the Group's risk is concentrated.

Interest rate risk

The Group intends to enter into a revolving credit facility as soon as practicable after Admission, and will then be exposed to interest rate risk to the extent that it borrows funds at floating rates. The Group will decide whether or to what extent to hedge against this risk depending on the level of exposure and market conditions.

Credit risk

Credit risk is the risk that the Group's counterparties will be unable to meet their financial obligations to the Group.

The Group does not have concentrated credit risk, with exposure spread over a large number of customers. The Group manages its credit risk in a number of ways, including by seeking to limit concentration of risk and by monitoring the condition of banks that hold the Group's surplus cash. The Group requires deposits from its customers upon entering a sales contract. See section 7.5 of Part II ''Information on the Group'' for further information on deposits.

15. Critical accounting judgments and use of estimates

The Group's accounting policies will be the accounting policies reported in the historical financial information of the Company included elsewhere in this Prospectus.

The application of the Group's accounting policies, requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as of the reporting date and the amounts reported for revenue and expenses during a period. The nature of estimation means that actual outcomes could differ from those estimates. On an ongoing basis, management evaluates the estimates, which are based on historical experience and market and other conditions, and on assumptions that they believe to be reasonable. Highlighted below are certain policies that the Group considers critical to the operation of its business and to understanding its financial information. The following areas are considered to involve a significant degree of judgment or estimation (this section should be read in conjunction with the notes to the historical financial information of the Company included elsewhere in this Prospectus).

Estimation of fair value of investment properties

The valuation of investment properties is inherently subjective as the fair value is based on anticipated market values for the properties, being the estimated amount that would be received from a sale of the assets in an orderly transaction between market participants. Changes in fair values are recognised in the statement of comprehensive income.

In the absence of current prices in an active market for similar properties, the Group considers information from a variety of sources and makes various assumptions.

Carrying value of inventories and estimation of costs to complete

The Group holds inventories stated at the lower of cost and net realisable value. Such inventories include land, property in the course of development and completed units. If the cost is higher than the estimated net realisable value, provision for the excess of cost of inventory over its net realisable value is made. Such provision would require the use of judgement and estimates. Where the expectation is different from the original estimate, the carrying value and provision for inventory in the periods in which such estimate is changed will be adjusted accordingly.

As residential development is largely speculative by nature, not all inventories are covered by forward sales contracts. Furthermore due to the nature of the Group's activity and, in particular the scale of its developments and the length of the development cycle, the Group has to allocate sitewide development costs between units being built and/or completed in the current year and those for future years. It also has to forecast the costs to complete on such developments. In making such assessments and allocations, there is a degree of inherent estimation uncertainty. These assessments and allocations evolve over the life of the development in line with the risk profile, and accordingly the margin recognised reflects these evolving assessments over time, particularly in relation to the Group's long-term developments.

16. Recent accounting pronouncements

See Note 2.18 of the historical financial information of the Company included elsewhere in this Prospectus for a discussion of new standards and amendments to standards and interpretations that are effective for financial periods beginning on various dates after 1 January 2018 and have not been adopted early by the Company.

PART V

HISTORICAL FINANCIAL INFORMATION

Section A: Accountant's report on historical financial information of BDHL

Section A – Accountant's Report

The Board of Directors Glenveagh Properties PLC 25-28 North Wall Quay Dublin 1 D01 H104 Ireland

Dear Sir or Madam

Bridgedale Homes Limited (''BDHL'') Historical Financial Information

We report on the Historical Financial Information of BDHL set out in Section B of Part V as at and for the years ended 31 December 2014, 31 December 2015, 31 December 2016, and the six month period ended 30 June 2017 (the ''Historical Financial Information''). This Historical Financial Information has been prepared for inclusion in the Prospectus relating to Glenveagh Properties PLC dated 10 October 2017 (the ''Prospectus'') on the basis of the accounting policies set out in Note 2 to the Historical Financial Information. This report is required by paragraph 20.1 of Annex I of Commission Regulation (EC) No. 809/2004 (the ''Prospectus Directive Regulation'') and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

The directors of Glenveagh Properties PLC are responsible for preparing the Historical Financial Information in accordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion on the Historical Financial Information and to report our opinion to you.

Save for any responsibility arising under paragraph 2(2)(f) of Schedule 1 to the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005), as amended (the ''Prospectus Regulations'') to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting (SIR) 2000 issued by the Auditing Practices Board in the United Kingdom and Ireland. Our work included an assessment of evidence relevant to the amounts and disclosures in the Historical Financial Information. It also included an assessment of the significant estimates and judgements made by those responsible for the preparation of the Historical Financial Information and whether the accounting policies are appropriate to BDHL's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Historical Financial Information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion on Historical Financial Information

In our opinion, the Historical Financial Information gives, for the purposes of the Prospectus dated 10 October 2017, a true and fair view of the state of affairs of BDHL as at 31 December 2014, 31 December 2015, 31 December 2016 and 30 June 2017 and of its profits and losses, cash flows and changes in equity for the periods then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Declaration

For the purposes of paragraph 2(2)(f) of Schedule 1 to the Prospectus Regulations we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG

Chartered Accountants Dublin, Ireland Date: 10 October 2017 Section B: Historical financial information of BDHL for the period 1 January 2014 to 30 June 2017

Income statement and statement of comprehensive income

	Note	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31December 2016 g'000	Year ended 31December 2015 g'000	Year ended 31December 2014 g'000
Revenue Cost of sales	3	12,641 (10,550)	2,905 (2,189)	10,743 (8,098)	2,687 (1,500)	2,047 (2,109)
Gross profit/(loss) Administration		2,091	716	2,645	1,187	(62)
expenses		(656)	(200)	(1,412)	(255)	(239)
Operating profit/(loss) Finance expense		1,435 (9)	516 —	1,233 (10)	932 —	(301) (1)
Profit/(loss) before taxation Taxation	4 6	1,426 (178)	516 (64)	1,223 (153)	932 (116)	(302) 39
Profit/(loss) after taxation		1,248	452	1,070	816	(263)
Total comprehensive income/(loss)		1,248	452	1,070	816	(263)

Statement of financial position

	Note	As at 30 June 2017 g'000	As at 31 December 2016 g'000	As at 31 December 2015 g'000	As at 31 December 2014 g'000
Assets
Non-current assets
Property, plant and equipment Investment in joint venture	7 8	1,102 910	780 910	24 —	19 —
		2,012	1,690	24	19
Current assets
Inventory	9	120	169	900	304
Trade and other receivables	10	5,188	2,325	569	195
Cash and cash equivalents		2,011	200	26	113
		7,319	2,694	1,495	612
Total assets		9,331	4,384	1,519	631
Liabilities
Non-current liabilities Finance lease	12	537	407	—	—
		537	407	—	—
Current liabilities
Trade and other payables	11	5,432	1,913	653	581
Finance lease	12	178	128	—	—
		5,610	2,041	653	581
Total liabilities		6,147	2,448	653	581
Share capital	13	—	—	—	—
Retained profit		3,184	1,936	866	50
Total liabilities and equity		9,331	4,384	1,519	631

Statement of changes in equity

	Share	Retained	Total
	capital	earnings	equity
	g'000	g'000	g'000
Balance as at 1 January 2014	—	313	313
Total comprehensive income	—	(263)	(263)
Balance as at 31 December 2014	—	50	50
Total comprehensive income	—	816	816
Balance as at 31 December 2015	—	866	866
Total comprehensive income	—	452	452
Balance as at 30 June 2016	—	1,318	1,318
Balance as at 31 December 2015	—	866	866
Total comprehensive income	—	1,070	1,070
Balance as at 31 December 2016	—	1,936	1,936
Total comprehensive income	—	1,248	1,248
Balance as at 30 June 2017	—	3,184	3,184

Cash flow statement

	Note	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31December 2016 g'000	Year ended 31December 2015 g'000	Year ended 31December 2014 g'000
Cash flows from operating activities Net cash inflow/ (outflow) from	14	2,078	280	1,351	(69)	(53)
Operations Interest paid Tax paid		(9) (5)	— 35	(10) (1)	— (4)	(2) —
Net cash inflow/ (outflow) from operating activities		2,064	315	1,340	(73)	(55)
Cash flows from Investing Activities Purchase of property, plant
and equipment Proceeds on disposal of property, plant and	7	(434)	(361)	(856)	(14)	(8)
equipment Investment in joint venture	8	— —	— —	65 (910)	— —	— —
Net cash outflow from Investing Activities		(434)	(361)	(1,701)	(14)	(8)
Cash flows from Financing Activities Finance lease
drawdown		255	294	592	—	—
Repayment of finance lease		(74)	(14)	(57)	—	—
Net cash inflow from Financing Activities		181	280	535	—	—
Net increase/ (decrease) in cash and cash equivalents		1,811	234	174	(87)	(63)
Opening cash and cash equivalents		200	26	26	113	176
Closing cash and cash
equivalents		2,011	260	200	26	113

Notes

to the historical financial information

1 Basis of preparation

Bridgedale Homes Limited (''BDHL'') is a private company limited by shares (registered under Part 2 of the Companies Act 2014), incorporated in the Republic of Ireland. The Registered Office is Unit 11, Block F, Maynooth Business Campus, Straffan Road, Maynooth Co. Kildare.

The principal activities of BDHL are the construction and sale of residential houses, the provision of construction services and the provision of asset advisory services.

The Historical Financial Information has been prepared in accordance with the requirements of the Prospectus Directive Regulation and the Irish Listing Rules, and in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union which are effective for periods ending 30 June 2017.

BDHL has not early adopted any forthcoming IASB standards. Note 2.16 sets out details of such upcoming standards.

The preparation of the Historical Financial Information under IFRSs requires judgements, estimates and assumptions to be made that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Historical Financial Information has been prepared using consistent accounting policies.

The Historical Financial Information has been prepared on a going concern basis under the historical cost convention basis.

All amounts in the Historical Financial Information are shown in thousands of Euro unless otherwise stated.

On 24 August 2017, the company changed its name from Bridge Dale Homes Limited to Bridgedale Homes Limited.

2 Accounting policies

2.1 Functional and presentation currency

The financial information is presented in Euro which is BDHL's functional currency.

2.2 Revenue

Revenue comprises the fair value of consideration received or receivable, net of value-added tax, rebates and discounts. Revenue is recognised once the value of the transaction can be reliably measured and the significant risks and rewards of ownership have been transferred.

Revenue represents the amounts receivable from the sale of houses and other fee income directly associated with property development, including asset advisory and construction services.

On the sale of homes, revenue is recognised at legal completion.

2.3 Expenditure

Expenditure recorded in inventory is expensed through cost of sales at the time of the related property sale. The amount of cost related to each property includes its share of the overall site costs. Administration expense is recognised in respect of goods and services received when supplied in accordance with contractual terms.

2.4 Taxation

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement, except to the extent that it relates to items recognised directly in other comprehensive income or equity.

(a) Current tax

Current tax is provided at current rates and is calculated on the basis of results for the year. The income tax expense in the income statement does not include taxation on BDHL's share of profits of joint venture undertakings, as this is included within the separate lines on the face of the income statement for profits from joint ventures.

(b) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to apply in the periods in which temporary differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

2.5 Property, plant and equipment

Property, plant and equipment is carried at historic purchase cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided to write off the cost of the assets on a straight line basis to their residual value over their estimated useful lives at the following annual rates:

Plant and Machinery	20%
Motor vehicles	20%
Fixtures and fittings	15%

Computer equipment is included within fixtures and fittings. The assets' residual values, carrying values and useful lives are reviewed on an annual basis and adjusted if appropriate at each balance sheet date.

Where an impairment is identified, the recoverable amount of the asset is identified and an impairment loss, where appropriate, is recognised in the income statement.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within administration expenses in the income statement.

2.6 Inventory

Inventory comprises property in the course of development, completed units and land.

Property in the course of development and completed units are valued at the lower of cost and net realisable value. Direct cost comprises the cost of land, raw materials, finance costs and development costs but excludes indirect overheads. Land purchased for development, including land in the course of development, is initially recorded at cost. Where such land is purchased on deferred settlement terms, and the cost differs from the amount that will subsequently be paid in settling the liability, this difference is charged as a finance cost in the income statement over the period to settlement.

A provision is made, where appropriate, to reduce the value of inventories and work in progress to their net realisable value.

2.7 Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that BDHL will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within administration expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against administration expenses in the income statement.

2.8 Cash and cash equivalents

Cash and cash equivalents comprises cash balances in hand and at the bank, including bank overdrafts repayable on demand.

2.9 Trade and other payables

Trade and other payables on normal terms are not interest bearing and are stated at their nominal value which is considered to be their fair value. Trade payables on extended terms are recorded at their fair value at the date of acquisition of the asset to which they relate. The discount to nominal value is amortised over the period of the credit term and charged to finance costs.

2.10 Share capital

Ordinary shares are classified as equity.

2.11 Provisions

Provisions are recognised when BDHL has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle that obligation, and the amount has been reliably estimated.

2.12 Pensions

BDHL operates a defined contribution scheme. The assets of the scheme are held separately from those of BDHL in a separate fund. The pension cost charge represents the contribution payable by BDHL to the fund.

2.13 Joint ventures

Joint venture undertakings (joint ventures) are those undertakings over which BDHL exercises contractual control jointly with another party, whereby BDHL has rights to net assets of the arrangement rather than rights to its assets and obligations for its liabilities. Joint ventures are accounted for using the equity method of accounting. Under the equity method, BDHL's share of the profits after tax of joint ventures is included in the income statement after interest and financing charges. BDHL's share of items of other comprehensive income is shown in the statement of comprehensive income.

BDHL's interests in the net assets or liabilities of joint ventures are included as investments in joint ventures on the face of the balance sheet at an amount representing BDHL's share of the fair values of the net assets at acquisition plus goodwill, acquisition costs, BDHL's share of post-acquisition retained income and expenses less any impairment provision.

The amounts included in the historical financial information in respect of post-acquisition results of joint ventures are taken from their latest financial statements made up to BDHL's balance sheet date.

2.14 Finance lease liabilities

Leases of property, plant and equipment that transfer to BDHL substantially all of the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset.

2.15 Significant accounting estimates and judgements

Management applies BDHL's accounting policies as described above when making critical accounting judgements, of which no individual judgement is deemed to have a significant impact upon the financial statements, apart from those involving estimations, which are detailed below.

(a) Carrying value of work in progress and estimation of costs to complete

BDHL holds inventories stated at the lower of cost and net realisable value. Such inventories include land, work in progress and completed units. As residential development is largely speculative by nature, not all inventories are covered by forward sales contracts. Furthermore due to the nature of BDHL's activity and, in particular the scale of its developments and the length of the development cycle, BDHL has to allocate site-wide development costs between units being built and/or completed in the current year and those for future years. It also has to forecast the costs to complete on such developments.

In making such assessments and allocations, there is a degree of inherent estimation uncertainty. BDHL has established internal controls designed to effectively assess and centrally review inventory carrying values and ensure the appropriateness of the estimates made. These assessments and allocations evolve over the life of the development in line with the risk profile, and accordingly the margin recognised reflects these evolving assessments, particularly in relation to BDHL's long-term developments.

2.16 New standards and interpretations

A number of new standards, amendments to standards and interpretations are effective for financial periods beginning on various dates after 1 January 2018, and have not been adopted early in preparing this Historical Financial Information as at 30 June 2017. The potential impact of these standards on BDHL is under review.

The items that may have relevance to BDHL are as follows:

IFRS 15: Revenue from contracts with customers

IFRS 15 establishes the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cashflows arising from a contract with a customer. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Application of the standard is mandatory for annual reporting periods starting from 1 January 2018 onward and has been endorsed by the EU. Earlier application is permitted. The standard replaces IAS 18 ''Revenue'' and IAS 11 ''Construction contracts'' and related interpretations.

IFRS 9 Financial instruments

IFRS 9 ''Financial instruments'' replaces the guidance in IAS 39 and applies to periods beginning on or after 1 January 2018 and has been endorsed by the EU. It includes requirements on the classification and measurement of financial assets and liabilities; it also includes an expected credit losses model that replaces the current incurred loss impairment model

IFRS 16 Leases

IFRS 16 ''Leases'' addresses the definition of a lease, recognition and measurement of leases and establishes principles for reporting useful information to users of financial statements about the leasing activities of both lessees and lessors. A key change arising from IFRS 16 is that most operating leases will be accounted for on statement of financial position for lessees. The standard replaces IAS 17 ''Leases,'' and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2019 and earlier application is permitted subject to EU endorsement.

3 Revenue

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
Construction services Residential house sales	12,537 —	2,757 —	8,755 1,692	1,084 1,307	558 1,354
Asset advisory and management services	104	148	296	296	135
	12,641	2,905	10,743	2,687	2,047

4 Profit/(loss) before taxation is stated after charging/(crediting):

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
Staff costs (Note 5) Depreciation of property, plant and equipment	861	338	903	489	419
(Note 7)	112	39	92	9	7
Profit on sale of fixed assets	—	—	(57)	—	—

Administration expenses include depreciation, professional fees and employee expenses.

5 Directors and employees

Profit/(loss) before taxation is stated after charging the following amounts:

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
Staff costs
Wages and salaries	789	293	810	372	389
Social security costs	71	28	76	34	30
Pension costs	1	17	17	83	—
	861	338	903	489	419

The average number of persons employed by BDHL during the period to 30 June 2017 was 37 (2016: 20, 2015: 9, 2014: 8).

Key Management compensation

Key management comprises the BDHL Directors who are considered to have the authority and responsibility for planning, directing and controlling the activities of BDHL. Details of Directors' emoluments as included in the Income Statement are as follows:

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
Directors' remuneration Company contributions to the defined pension	158	73	146	50	100
scheme	—	8	17	83	—
	158	81	163	133	100

6 Taxation

The tax charge for the period is as follows:

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
Current tax Corporation tax charge/ (credit)	178	64	153	116	(39)

The tax charge/credit has been arrived at based on the standard Irish corporation tax rate of 12.5%.

7 Property, plant and equipment

	Fixtures
	Plant and machinery g'000	and fittings g'000	Motor vehicles g'000	Total g'000
Cost
At 1 January 2017	650	219	69	938
Additions	232	152	50	434
At 30 June 2017	882	371	119	1,372
Accumulated depreciation
At 1 January 2017	77	72	9	158
Charge for the year	81	22	9	112
At 30 June 2017	158	94	18	270
Net book value
At 1 January 2017	573	147	60	780
At 30 June 2017	724	277	101	1,102

BDHL leases plant and machinery under a number of finance leases. The leased equipment secures lease obligations. At 30 June 2017, the net carrying amount of leased equipment was e664,000 (2016: f450,000, 2015: fNil, 2014: fNil).

During 2017, BDHL acquired plant and machinery and motor vehicles with a carrying amount of e282,000 (2016: f663,000, 2015: fNil: 2014: fNil) under finance leases.

Plant and machinery g'000	Fixtures & fittings g'000	Motor vehicles g'000	Total g'000
198	84	25	307
650	150	56	856
(198)	(15)	(12)	(225)
650	219	69	938
197	77	9	283
77	8	7	92
(197)	(13)	(7)	(217)
77	72	9	158
1	7	16	24
			780
	573	147	60

	Plant and machinery g'000	Fixtures & fittings g'000	Motor vehicles g'000	Total g'000
Cost
At 1 January 2015	198	84	11	293
Additions	—	—	14	14
At 31 December 2015	198	84	25	307
Accumulated depreciation
At 1 January 2015	196	74	4	274
Charge for the year	1	3	5	9
At 31 December 2015	197	77	9	283
Net book value
At 1 January 2015	2	10	7	19
At 31 December 2015	1	7	16	24

	Plant and machinery g'000	Fixtures & fittings g'000	Motor vehicles g'000	Total g'000
Cost
At 1 January 2014	198	76	33	307
Additions	—	8	—	8
Disposals	—	—	(22)	(22)
At 31 December 2014	198	84	11	293
Accumulated depreciation
At 1 January 2014	195	71	23	289
Charge for the year	1	3	3	7
Disposals	—	—	(22)	(22)
At 31 December 2014	196	74	4	274
Net book value
At 1 January 2014	3	5	10	18
At 31 December 2014	2	10	7	19

8 Investment in equity accounted investee

On 9 November 2016, BDHL invested e910,000 in Feathermist Limited for an equity shareholding in the company represented by 910,000 ''A'' ordinary shares at e1 each (35.54%) and 50 ''B'' ordinary shares at e0.01 each (50%). The company holds development land.

Pursuant to the shareholders agreement any distribution of profits will in the first instance redeem these ''A'' shares on a pro rata basis and thereafter by way of dividends to the ''B'' shareholders pro rata based on their shareholding. On 10 November 2016, Feathermist Limited purchased development land located in Ballyboughal, Co. Dublin.

BDHL's share of joint ventures' net assets is made up as follows:

	30 June 2017 g'000	31December 2016 g'000	31December 2015 g'000	31December 2014 g'000
Non-current assets – Investment property	2,356	2,244	—	—
Current assets – Bank	207	19	—	—
– VAT receivable	—	297	—	—
Current liabilities – Creditors	(3)	—	—	—
Net assets (100%)	2,560	2,560	—	—
Carrying amount of interest in joint ventures (35.54%)	910	910	—	—

During these periods, Feathermist Limited made neither a profit nor loss.

9 Inventory

	30 June	31December	31December	31December
	2017	2016	2015	2014
	g'000	g'000	g'000	g'000
Development expenditure	120	169	900	304

10 Trade and other receivables

	30 June 2017 g'000	31December 2016 g'000	31December 2015 g'000	31December 2014 g'000
Amounts due from TIO RLF (Note 17)	4,308	1,742	—	—
Trade receivables	—	80	289	—
Other receivables	710	487	16	30
Prepayments	102	16	74	13
Directors' loan (Note 16)	68	—	190	—
Tax prepaid	—	—	—	37
Amounts due from BCL (Note 16)	—	—	—	115
	5,188	2,325	569	195

11 Trade and other payables

	30 June 2017 g'000	31December 2016 g'000	31December 2015 g'000	31December 2014 g'000
Trade payables	2,682	1,186	211	135
Directors' loans (Note 16)	—	287	—	279
Other taxes and social security	58	99	34	85
Accruals and deferred income	2,106	85	169	82
Amounts due to BCL (Note 16)	34	30	165	—
Corporation tax payable	399	226	74	—
Other creditors	153	—	—	—
	5,432	1,913	653	581

All amounts included above are unsecured.

12 Finance lease

	30 June 2017 g'000	31December 2016 g'000	31December 2015 g'000	31December 2014 g'000
Current portion	178	128	—	—
Non – current portion	537	407	—	—
	715	535	—	—

Finance lease liabilities are as follows

30 June 2017 g'000	31December 2016 g'000	31December 2015 g'000	31December 2014 g'000
199	138	—	—
608	467	—	—
—	—	—	—
807	605	—	—
21	10	—	—
71	60	—	—
—	—	—	—
92	70	—	—
			—
			—
—	—	—	—
715	535	—	—
	178 537	128 407	— —

13 Share capital

BDHL's authorised and issued share capital is 1 ordinary share of e1.

14 Notes to the cash flow statement

Cash flow from operating activities

6 months ended ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
1,248	452	1,070	816	(263)
				(39)
112	41	92	9	7
—	—	(57)	—	—
				1
49	(535)	731	(596)	839
(2,864)	(1,152)	(1,756)	(412)	(718)
3,346	1,410	1,108	(2)	120
2,078	280	1,351	(69)	(53)
	178 9	64 —	153 10	116 —

15 Fair value of assets and liabilities

The carrying amounts of BDHL's financial assets and financial liabilities approximate to fair value. Current trade receivables and current trade and other payables approximate to their fair value as the transactions which give rise to these balances arise in the normal course of trade and, where relevant, with industry standard payment terms and have a short period to maturity (less than one year).

Financial instruments: financial assets

BDHL's financial assets can be summarised as follows:

	6 months ended 30 June 2017 g'000	Year ended 31December 2016 g'000	Year ended 31December 2015 g'000	Year ended 31December 2014 g'000
Current Trade and other receivables	5,188	2,325	569	158
Cash and cash equivalents Total financial assets	2,011 7,199	200 2,525	26 595	113 271

Cash and cash equivalents are short-term deposits held at either floating rates linked to LIBOR or fixed rates.

Financial instruments: financial liabilities

	6 months ended 30 June 2017 g'000	Year ended 31December 2016 g'000	Year ended 31December 2015 g'000	Year ended 31December 2014 g'000
Current
Trade payables	2,682	1,186	211	135
Accruals and deferred income	2,106	85	169	82
Director loans	—	287	—	279
Amounts due to BCL (Note 16)	34	30	165	—
Other creditors	153	—	—	—
Finance lease obligation	178	128	—	—
	5,153	1,716	545	496
Non-current
Finance lease obligation	537	407	—	—
	537	407	—	—
Total financial liabilities	5,690	2,123	545	496

Trade payables and other current liabilities are non-interest bearing.

Financial risk management objectives and policies

As all of the operations carried out by BDHL are in Euro there is no direct currency risk, and therefore BDHL's main financial risks are primarily:

• liquidity risk the risk that suitable funding for BDHL's activities may not be available;
• credit risk the risk that a counterparty will default on their contractual obligations resulting in a loss to BDHL.

This note presents information and quantitative disclosures about BDHL's exposure to each of the above risks, BDHL's objective, policies and processes for measuring and managing risk, and BDHL's management of capital.

Liquidity risk

Liquidity risk is the risk that BDHL may not be able to generate sufficient cash reserves to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous. BDHL's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring, unacceptable losses or risking damage to the BDHL's reputation.

The maximum liquidity risk exposure at the reporting date is set out below:

	Carrying amount g'000	Contractual cash flows g'000	30 June 2017 Less than 1 year g'000	1 year to 2 years g'000	More than 2 years g'000
Finance lease obligations Trade and other payables	715 5,432	807 5,432	199 5,432	199 —	409 —
	6,147	6,239	5,631	199	409

	31 December 2016
	Carrying	Contractual	Less than	1 year to	More than
	amount	cash flows	1 year	2 years	2 years
	g'000	g'000	g'000	g'000	g'000
Finance lease obligations	535	605	138	136	331
Trade and other payables	1,913	1,913	1,913	—	—
	2,448	2,518	2,051	136	331

	31 December 2015
	Carrying amount g'000	Contractual cash flows g'000	Less than 1 year g'000	1 year to 2 years g'000	More than 2 years g'000
Trade and other payables	653	653	653	—	—
	653	653	653	—	—

	31 December 2014
	Carrying amount g'000	Contractual cash flows g'000	Less than 1 year g'000	1 year to 2 years g'000	More than 2 years g'000
Trade and other payables	581	581	581	—	—
	581	581	581	—	—

Credit risk

BDHL's exposure to credit risk encompasses the financial assets being: trade receivables and cash and cash equivalents. Credit risk is managed by regularly monitoring the credit quality of customers and financial institutions.

There has been no impairment of trade receivables in the periods presented. The credit risk on cash and cash equivalents is limited because counterparties are leading international banks with long-term BBB credit-ratings assigned by international credit agencies.

16 Related party transactions

BDHL has entered into the following related party transactions.

Transactions with Key Management Personnel

Key management personnel (''KMP'') comprises BDHL Directors. The Directors who had transactions with BDHL during the periods are Stephen Garvey and Paul McNerney (resigned 18 January 2016).

The aggregate value of transactions and outstanding finances related to key management personnel were as follows:

Transaction values for the periods ended
30 June 2017 g'000	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
			246
13	1,205	68	—
			532
			(18)
—	(850)	—	—
—	(1,875)	—	—
68	(287)	190	(279)
	177 223 —	— — —	— 76 (36)

(i) During 2016, Stephen Garvey advanced a loan to BDHL of e0.85 million at a rate of 1% per annum. The loan was fully repaid during 2016.

Transactions with related parties

Bridgedale Contracting Limited

Bridgedale Contracting Limited is a related party due to it sharing common directors with BDHL. During 2017, BDHL charged fees of e0.1 million (2016: e0.3 million, 2015: e0.3 million, 2014: e0.1 million) to Bridgedale Contracting Limited.

17 Transactions with TIO RLF

BDHL was appointed by TIO RLF to construct residential units at Cois Glaisin, Johnstown, Navan Co. Meath (2015), Milltown Meadows, Asbourne, Co. Meath (2016), Holsteiner Park, Williamstown, Clonee, Co. Meath (2016) and Herbert Hill, Dundrum, Co. Dublin (2017).

Fees of e12.8 million (2016: e5.7 million, 2015 e1.8 million, 2014: e0.7 million) were charged by BDHL to TIO RLF in 2017.

18 Commitments and contingent liabilities

BDHL has no commitments or contingent liabilities at 30 June 2017 (2016: fNil, 2015: fNil, 2014 fNil).

19 Subsequent events

On 24 August 2017, the company changed its name from Bridge Dale Homes Limited to Bridgedale Homes Limited.

Section C: Accountant's report on historical financial information of BCL

Section A – Accountant's Report

The Board of Directors Glenveagh Properties PLC 25-28 North Wall Quay Dublin 1 D01 H104 Ireland

Dear Sir or Madam

Bridgedale Contracting Limited (''BCL'') Historical Financial Information

We report on the Historical Financial Information of BCL set out in Section D of Part V as at and for the years ended 31 December 2014, 31 December 2015, 31 December 2016, and the six month period ended 30 June 2017 (the ''Historical Financial Information''). This Historical Financial Information has been prepared for inclusion in the Prospectus relating to Glenveagh Properties PLC dated 10 October 2017 (the ''Prospectus'') on the basis of the accounting policies set out in Note 2 to the Historical Financial Information. This report is required by paragraph 20.1 of Annex I of Commission Regulation (EC) No. 809/2004 (the 'Prospectus Directive Regulation') and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

The directors of Glenveagh Properties PLC are responsible for preparing the Historical Financial Information in accordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion on the Historical Financial Information and to report our opinion to you.

Save for any responsibility arising under paragraph 2(2)(f) of Schedule 1 to the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005), as amended (the ''Prospectus Regulations'') to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting (SIR) 2000 issued by the Auditing Practices Board in the United Kingdom and Ireland. Our work included an assessment of evidence relevant to the amounts and disclosures in the Historical Financial Information. It also included an assessment of the significant estimates and judgements made by those responsible for the preparation of the Historical Financial Information and whether the accounting policies are appropriate to BCL's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Historical Financial Information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion on Historical Financial Information

In our opinion, the Historical Financial Information gives, for the purposes of the Prospectus dated 10 October 2017, a true and fair view of the state of affairs of BCL as at 31 December 2014, 31 December 2015, 31 December 2016 and 30 June 2017 and of its profits and losses, cash flows and changes in equity for the periods then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Declaration

For the purposes of paragraph 2(2)(f) of Schedule 1 to the Prospectus Regulations we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG

Chartered Accountants Dublin, Ireland Date: 10 October 2017 Section D: Historical financial information of BCL for the period 1 January 2014 to 30 June 2017

Income statement and statement of comprehensive income
--------------------------------------------------------	--	--	--

	Note	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
Revenue Cost of sales	3	899 (964)	639 (592)	1,354 (1,250)	1,554 (1,264)	313 (301)
Gross (loss)/ profit Administration expenses		(65) —	47 —	104 —	290 —	12 —
Operating (loss)/ profit		(65)	47	104	290	12
(Loss)/profit before taxation Taxation	4 6	(65) 8	47 (6)	104 (13)	290 (36)	12 (2)
(Loss)/profit after taxation		(57)	41	91	254	10
Total comprehensive (loss)/income		(57)	41	91	254	10

Statement of financial position

As at 30 June 2017 g'000	As at 31 December 2016 g'000	As at 31 December 2015 g'000	As at 31 December 2014 g'000
88	96	57	1
88	96	57	1
			220
			37
669	727	732	257
757	823	789	258
417	418	517	240
			—
451	460	517	240
451	460	517	240
306	363	272	— 18
757	823	789	258
	Note 7 8 552 117 9 10 34 11 —	555 172 42 —	584 148 — —

Statement of changes in equity

	Share	Retained	Total
	capital	earnings	equity
	g'000	g'000	g'000
Balance as at 1 January 2014	—	8	8
Total comprehensive income	—	10	10
Balance as at 31 December 2014	—	18	18
Total compressive income	—	254	254
Balance as at 31 December 2015	—	272	272
Total comprehensive income	—	41	41
Balance as at 30 June 2016	—	313	313
Balance as at 31 December 2015	—	272	272
Total comprehensive income	—	91	91
Balance as at 31 December 2016	—	363	363
Total comprehensive loss	—	(57)	(57)
Balance as at 30 June 2017	—	306	306

Cash flow statement

	Note	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31December 2016 g'000	Year ended 31December 2015 g'000	Year ended 31December 2014 g'000
Cash flows from Operating Activities Net cash (outflow)/ inflow from operations Tax paid	12	5 (36)	(57) —	55 (5)	177 —	38 —
Net cash (outflow)/ inflow from Operating Activities		(31)	(57)	50	177	38
Cash flows from Investing Activities Purchase of property, plant and equipment	7	(16)	—	(68)	(66)	(1)
Net cash outflow from Investing Activities		(16)	—	(68)	(66)	(1)
Cash flows from Financing Activities Finance lease drawdown Repayment of finance lease		— (8)	— —	42 —	— —	— —
Net cash (outflow)/ inflow from Financing Activities		(8)	—	42	—	—
Net (decrease)/ increase in cash and cash equivalents Opening cash and cash equivalents		(55) 172	(57) 148	24 148	111 37	37 —
Closing cash and cash equivalents		117	91	172	148	37

Notes

to the Historical Financial Information

1 Basis of preparation

Bridgedale Contracting Limited (''BCL'') is a private company limited by shares (registered under Part 2 of Companies Act 2014), incorporated in the Republic of Ireland. The Registered Office is Unit 11, Block F, Maynooth Business Campus, Straffan Road, Maynooth Co. Kildare.

The principal activity of BCL is the provision of asset advisory services.

The Historical Financial Information has been prepared in accordance with the requirements of the Prospectus Directive Regulation and the Irish Listing Rules, and in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union which are effective for periods ending 30 June 2017.

BCL has not early adopted any forthcoming IASB standards. Note 2.13 sets out details of such upcoming standards.

The preparation of the Historical Financial Information under IFRSs requires judgements, estimates and assumptions to be made that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Historical Financial Information has been prepared using consistent accounting policies.

The Historical Financial Information has been prepared on a going concern basis under the historical cost convention basis.

All amounts in the Historical Financial Information are shown in thousands of Euro unless otherwise stated.

On 12 September 2017, the company changed its name from Bridgedale Asset Management Limited to Bridgedale Contracting Limited.

2 Accounting policies

2.1 Functional and presentation currency

The financial information is presented in Euro which is BCL's functional currency.

2.2 Revenue

Revenue comprises the fair value of consideration received or receivable, net of value-added tax, rebates and discounts. Revenue is recognised once the value of the transaction can be reliably measured and the significant risks and rewards of ownership have been transferred.

2.3 Expenditure

Cost of sales and administration expenses are recognised in respect of goods and services received when supplied in accordance with contractual terms.

2.4 Taxation

Income tax on profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement, except to the extent that it relates to items recognised directly in other comprehensive income or equity.

(a) Current tax

Current tax is provided at current rates and is calculated on the basis of results for the year.

(b) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to apply in the periods in which temporary differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

2.5 Property, plant and equipment

Property, plant and equipment is carried at historic purchase cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided to write off the cost of the assets on a straight line basis to their residual value over their estimated useful lives at the following annual rates:

Fixtures and fittings 15% – 33% Motor vehicles 20%

Computer equipment is included within fixture and fittings. The assets' residual values, carrying values and useful lives are reviewed on an annual basis and adjusted if appropriate at each balance sheet date. Where an impairment is identified, the recoverable amount of the asset is identified and an impairment loss, where appropriate, is recognised in the income statement.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within administration expenses in the income statement.

2.6 Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that BCL will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within net operating expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against administration expense in the income statement.

2.7 Cash and cash equivalents

Cash and cash equivalents comprises cash balances in hand and at the bank including bank overdrafts repayable on demand.

2.8 Trade and other payables

Trade and other payables on normal terms are not interest bearing and are stated at their nominal value which is considered to be their fair value. Trade payables on extended terms are recorded at their fair value at the date of acquisition of the asset to which they relate. The discount to nominal value is amortised over the period of the credit term and charged to finance costs.

2.9 Share capital

Ordinary shares are classified as equity.

2.10 Provisions

Provisions are recognised when BCL has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle that obligation, and the amount has been reliably estimated.

2.11 Pensions

BCL operates a defined contribution scheme. The assets of the scheme are held separately from those of BCL in a separate fund. The pension cost charge represents the contribution payable by BCL to the fund.

2.12 Finance lease liabilities

Leases of property, plant and equipment that transfer to BCL substantially all of the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimal lease payments, subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset.

2.13 New standards and interpretations

A number of new standards, amendments to standards and interpretations are effective for financial periods beginning on various dates after 1 January 2018, and have not been adopted early in preparing this Historical Financial Information as at 30 June 2017. The potential impact of these standards on BCL is under review.

The items that may have relevance to BCL are as follows:

IFRS 15 Revenue from contracts with customers

IFRS 15 establishes the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cashflows arising from a contract with a customer. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Application of the standard is mandatory for annual reporting periods starting from 1 January 2018 onward and has been endorsed by the EU. Earlier application is permitted. The standard replaces IAS 18 ''Revenue'' and IAS 11 ''Construction contracts'' and related interpretations.

IFRS 16 Leases

IFRS 16 ''Leases'' addresses the definition of a lease, recognition and measurement of leases and establishes principles for reporting useful information to users of financial statements about the leasing activities of both lessees and lessors. A key change arising from IFRS 16 is that most operating leases will be accounted for on statement of financial position for lessees. The standard replaces IAS 17 ''Leases,'' and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2019 and earlier application is permitted subject to EU endorsement.

3 Revenue

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
Asset advisory and management services	899	639	1,354	1,554	313

In respect of BCL's contract for asset advisory and management services with TIO RLF and Greystones Devco, BCL has concluded that it operates as an agent for the management services rendered, as it takes no title, development or inventory risk related to these services. Accordingly, BCL only recognises the commission earned in respect of management services as revenue.

Revenue for the provision of asset advisory and management services under the above arrangements amounted to e0.9 million in the period ended 30 June 2017 (2016: e1.354 million; 2015: e1.554 million; 2014: e0.313 million).

4 (Loss)/profit before taxation is stated after charging:

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
Staff costs (Note 5) Depreciation of property, plant and equipment	880	525	1,168	590	258
(Note 7)	24	6	29	10	—

5 Directors and employees

(Loss)/profit before taxation is stated after charging the following amounts:

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
Staff costs
Wages and salaries	798	470	1,047	516	240
Social security costs	79	51	113	67	18
Pension costs	3	4	8	7	—
	880	525	1,168	590	258

The average number of persons employed by BCL during the period to 30 June 2017 was 32 (2016: 22, 2015: 12, 2014: 5).

Key Management compensation

Key management comprises the BCL Directors who are considered to have the authority and responsibility for planning, directing and controlling the activities of BCL. Details of Directors' emoluments as included in the Income Statement are as follows:

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
Directors' remuneration	122	77	153	76	37
Company pension contributions	2	1	2	2	—
	124	78	155	78	37

6 Taxation

The tax charge for the period is as follows:

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
Current tax Corporation tax (credit)/ charge	(8)	6	13	36	2

The tax credit/charge has been arrived at based on the standard Irish corporation tax rate of 12.5%.

7 Property, plant and equipment

	Fixtures & fittings g'000	Motor vehicles g'000	Total g'000
Cost
At 1 January 2017	108	27	135
Additions	16	—	16
At 30 June 2017	124	27	151
Accumulated depreciation
At 1 January 2017	37	2	39
Charge for the period	20	4	24
At 30 June 2017	57	6	63
Net book value
At 1 January 2017	71	25	96
At 30 June 2017	67	21	88

BCL leases property, plant and equipment under a number of finance leases. The leased equipment secures lease obligations. At 30 June 2017, the net carrying amount of leased equipment was e7,000 (2016: f7,000, 2015: fNil, 2014: fNil).

During 2017, BCL acquired property, plant and equipment with a carrying amount of eNil (2016: f42,000, 2015: fNil: 2014: fNil) under finance leases.

	Fixtures & fittings g'000	Motor vehicles g'000	Total g'000
Cost At 1 January 2016 Additions	67 41	— 27	67 68
At 31 December 2016	108	27	135
Accumulated depreciation At 1 January 2016 Charge for the year	10 27	— 2	10 29
At 31 December 2016	37	2	39
Net book value At 1 January 2016	57	—	57
At 31 December 2016	71	25	96
Cost At 1 January 2015 Additions	1 66	— —	1 66
At 31 December 2015	67	—	67
Accumulated depreciation At 1 January 2015 Charge for the year	— 10	— —	— 10
At 31 December 2015	10	—	10
Net book value At 1 January 2015	1	—	1
At 31 December 2015	57	—	57

8. Trade and other receivables

	30 June 2017 g'000	31December 2016 g'000	31December 2015 g'000	31December 2014 g'000
Amounts due from TIO RLF (Note 15) Amounts due from Greystones Devco	351	431	158	215
(Note 14)	121	80	10	—
Trade receivables	22	—	—	5
Other receivables	3	8	5	—
Prepayments	7	6	—	—
Amounts due from BDHL (Note 14)	34	30	165	—
Directors' loan (Note 14)	14	—	246	—
	552	555	584	220

9. Trade and other payables

	30 June 2017 g'000	31December 2016 g'000	31December 2015 g'000	31December 2014 g'000
Trade payables	191	208	348	95
Other taxes and social security	115	126	84	24
Accruals	111	40	48	4
Directors' loan (Note 14)	—	—	—	2
Corporation tax payable	—	44	37	—
Amounts due to BDHL (Note 14)	—	—	—	115
	417	418	517	240

All amounts included above are unsecured.

10. Finance lease

	30 June 2017 g'000	31December 2016 g'000	31December 2015 g'000	31December 2014 g'000
Current portion	34	42	—	—
	34	42	—	—

Finance lease liabilities are as follows:

30 June 2017 g'000	31December 2016 g'000	31December 2015 g'000	31December 2014 g'000
			—
			—
—	—	—	—
			—
			—
—	—	—	—
			—
			—
—	—	—	—
34	42	—	—
	36 — 2 — 34 —	44 — 2 — 42 —	— — — — — —

11. Share capital and share premium

BCL's authorised and issued share capital is 1 ordinary share of e1.

12. Cash flow from operating activities

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Year ended 31 December 2015 g'000	Year ended 31 December 2014 g'000
(Loss)/profit after taxation for the year Adjustments for:	(57)	41	91	254	10
– Taxation – Depreciation	(8) 24	6 6	13 29	36 10	2 —
Changes in working capital – (Increase)/decrease in trade and other
receivables – Increase/(decrease) in trade and other	3	(246)	29	(364)	(210)
payables	43	136	(107)	241	236
Net cash (outflow)/ inflow from operations	5	(57)	55	177	38

13 Fair value of assets and liabilities

The carrying amounts of BCL's financial assets and financial liabilities approximate to fair value. Current trade receivables and current trade and other payables approximate to their fair value as the transactions which give rise to these balances arise in the normal course of trade and, where relevant, with industry standard payment terms and have a short period to maturity (less than one year).

Financial instruments: financial assets

BCL's financial assets can be summarised as follows:

	30 June 2017 g'000	31December 2016 g'000	31December 2015 g'000	31December 2014 g'000
Current
Trade and other receivables	552	555	584	220
Cash and cash equivalents	117	172	148	37
Total financial assets	669	727	732	257

Cash and cash equivalents are short-term deposits held at either floating rates linked to LIBOR or fixed rates.

Financial instruments: financial liabilities

	30 June 2017 g'000	31December 2016 g'000	31December 2015 g'000	31December 2014 g'000
Current
Trade payables	191	208	348	95
Accruals	111	40	48	4
Director loans	—	—	—	2
Amounts due to BDHL	—	—	—	115
Total financial liabilities	302	248	396	216

Trade payables and other current liabilities are non-interest bearing.

Financial risk management objectives and policies

As all of the operations carried out by BCL are in Euro there is no direct currency risk, and therefore BCL's main financial risks are primarily:

• liquidity risk the risk that suitable funding for BCL's activities may not be available;
• credit risk the risk that a counterparty will default on their contractual obligations resulting in a loss to BCL.

This note presents information and quantitative disclosures about BCL's exposure to each of the above risks, BCL's objective, policies and processes for measuring and managing risk, and BCL's management of capital.

Liquidity risk

Liquidity risk is the risk that BCL may not be able to generate sufficient cash resources to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous. BCL's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to BCL's reputation.

The maximum liquidity risk exposure at the reporting date is as follows:

	Carrying amount g'000	Contractual cash flows g'000	30 June 2017 Less than 1 year g'000	1 year to 2 years g'000	More than 2 years g'000
Finance lease obligations	34	36	36	—	—
Trade and other payables	417	417	417	—	—
	451	453	453	—	—

	31 December 2016
	Carrying amount g'000	Contractual cash flows g'000	Less than 1 year g'000	1 year to 2 years g'000	More than 2 years g'000
Finance lease obligations	42	44	44	—	—
Trade and other payables	418	418	418	—	—
	460	462	462	—	—

	31 December 2015
	Carrying amount g'000	Contractual cash flows g'000	Less than 1 year g'000	1 year to 2 years g'000	More than 2 years g'000
Trade and other payables	518	518	518	—	—
	518	518	518	—	—

	31 December 2014
	Carrying amount g'000	Contractual cash flows g'000	Less than 1 year g'000	1 year to 2 years g'000	More than 2 years g'000
Trade and other payables	240	240	240	—	—
	240	240	240	—	—

Credit risk

BCL's exposure to credit risk encompasses the financial assets being: trade receivables and cash and cash equivalents. Credit risk is managed by regularly monitoring the credit quality of customers and financial institutions.

There has been no impairment of trade receivables in the periods presented. The credit risk on cash and cash equivalents is limited because counterparties are leading international banks with long-term BBB credit-ratings assigned by international credit agencies.

14 Related party transactions

BCL has entered into the following related party transactions:

Transactions with Key Management Personnel

Key management personnel (''KMP'') comprises BCL Directors. The Directors who had transactions with BCL during the periods are Stephen Garvey and Paul McNerney (resigned 18 January 2016).

The aggregate value of transactions and outstanding balances related to key management personnel were as follows:

	Transaction values for the periods ended
	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000	31 December 2014 g'000
Amounts advanced to KMP Expenses paid on behalf of KMP	— 14	— —	246 —	— —
Balance receivable/(payable) at period end	14	—	246	(2)

Transactions with related parties

Garvey McNerney Partnership

The Garvey McNerney Partnership is a related party due to it sharing a common director, Stephen Garvey. During 2014, there were no transactions during the year. At 31 December 2014, there was a balance of e9,611 due from the Garvey McNerney Partnership; this balance was repaid in full in 2015.

CGLF Limited

CGLF Limited is a related party due to it sharing common directors with BCL. During 2014, BCL incurred expenses of e1,245 on behalf of CGLF, this balance was repaid in full in 2015.

Greystones Devco Limited

Stephen Garvey, a director of BCL, is also a director of Greystones Devco, a debtor of BCL. BCL provided construction management services to Greystones Devco of e598,000 (2016: f815,000, 2015: f9,500) during the financial period.

Bridgedale Homes Limited (''BDHL'')

Bridgedale Homes Limited is a related party due to it sharing common directors with BCL. During 2017 BCL incurred expenses of e0.1 million (2016: f0.3 million, 2015: f0.3 million, 2014: f0.1 million) in respect of fees charged by BDHL.

15 Transactions with TIO RLF

BCL was appointed as Asset Advisor to TIO RLF with effect from March 2014. The Asset Advisor's role is to assist with the procurement of suitable properties and provide property management and advisory services in accordance with the Asset Advisor agreement.

The Asset Advisor is entitled to receive fees for the performance of it services and is entitled to be reimbursed for all its reasonable costs and expenses incurred. An annual fee of e0.7 million (2016: f1.3 million, 2015: f1.3 million, 2014: f0.3 million) was charged for the period ended 30 June 2017. These fees accrue and are payable quarterly in arrears.

16 Commitments and contingent liabilities

BCL has no commitments or contingent liabilities at 30 June 2017 (2016: eNil, 2015: eNil, 2014: eNil).

17 Subsequent events

On 12 September 2017, the company changed its name from Bridgedale Asset Management Limited to Bridgedale Contracting Limited.

Section E: Accountant's report on historical financial information of Greystones Devco

Section A – Accountant's Report

The Board of Directors Glenveagh Properties PLC 25-28 North Wall Quay Dublin 1 D01 H104 Ireland

Dear Sir or Madam

Greystones Devco Limited (''Greystones Devco'') Historical Financial Information

We report on the Historical Financial Information of Greystones Devco set out in Section F of Part V for the period from its incorporation to 31 December 2015, the year ended 31 December 2016, and the six month period ended 30 June 2017 (the ''Historical Financial Information''). This Historical Financial Information has been prepared for inclusion in the Prospectus relating to Glenveagh Properties PLC dated 10 October 2017 (the ''Prospectus'') on the basis of the accounting policies set out in Note 2 to the Historical Financial Information. This report is required by paragraph 20.1 of Annex I of Commission Regulation (EC) No. 809/2004 (the 'Prospectus Directive Regulation') and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

The directors of Glenveagh Properties PLC are responsible for preparing the Historical Financial Information in accordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion on the Historical Financial Information and to report our opinion to you.

Save for any responsibility arising under paragraph 2(2)(f) of Schedule 1 to the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005), as amended (the 'Prospectus Regulations') to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting (SIR) 2000 issued by the Auditing Practices Board in the United Kingdom and Ireland. Our work included an assessment of evidence relevant to the amounts and disclosures in the Historical Financial Information. It also included an assessment of the significant estimates and judgements made by those responsible for the preparation of the Historical Financial Information and whether the accounting policies are appropriate to Greystones Devco's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Historical Financial Information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion on Historical Financial Information

In our opinion, the Historical Financial Information gives, for the purposes of the Prospectus dated 10 October 2017, a true and fair view of the state of affairs of Greystones Devco as at 31 December 2015, 31 December 2016 and 30 June 2017 and of its profits, cash flows and changes in equity for the periods then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Declaration

For the purposes of paragraph 2(2)(f) of Schedule 1 to the Prospectus Regulations we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG

Chartered Accountants Dublin, Ireland Date: 10 October 2017 Section F: Historical financial information of Greystones Devco for the period 24 July 2015 to 30 June 2017

Statement of comprehensive income

	Note	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Period from Incorporation to 31 December 2015 g'000
Revenue	3	978	453	1,210	116
Administration expenses		(450)	(266)	(579)	(71)
Operating profit		528	187	631	45
Finance expense	4	(484)	(162)	(566)	(45)
Profit before taxation	5	44	25	65	—
Taxation	7	(6)	(3)	(8)	—
Profit after taxation		38	22	57	—
Total comprehensive income		38	22	57	—

Statement of financial position

	Note	As at 30 June 2017 g'000	As at 31 December 2016 g'000	As at 31 December 2015 g'000
Assets Non-current assets Property, plant and equipment	8	153	173	30
Current assets Trade and other receivables Cash and cash equivalents	9	12,278 338	11,411 103	456 1,844
		12,616	11,514	2,300
Total assets		12,769	11,687	2,330
Liabilities Non-current liabilities Finance lease	10	37 37	44 44	— —
Current liabilities Trade and other payables Shareholder's loan Finance lease	10 10 10	1,930 10,693 14	1,362 10,210 14	185 2,145 —
Total liabilities		12,637 12,674	11,586 11,630	2,330 2,330
Equity Shareholders' equity Share capital Retained profit	12	— 95	— 57	— —
Total equity		95	57	—
Total equity and liabilities		12,769	11,687	2,330

Statement of changes in equity

	Share capital g'000	Retained earnings g'000	Total g'000
At 24 July 2015 Total comprehensive income	— —	— —	— —
At 31 December 2015	—	—	—
Total comprehensive income	—	22	22
At 30 June 2016	—	22	22
At 31 December 2015 Total comprehensive income	— —	— 57	— 57
At 31 December 2016	—	57	57
Total comprehensive income	—	38	38
At 30 June 2017	—	95	95

Cash flow statement

	Note	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Period from Incorporation to 31 December 2015 g'000
Cash from operating activities
Cash inflow/(outflow) from operations Interest paid Tax paid	14	256 (1) (12)	(4,033) — —	(9,125) (1) —	(224) — —
Net cash inflow/(outflow) from operating activities		243	(4,033)	(9,126)	(224)
Cash flows from Investing Activities Purchase of property, plant and
equipment	8	(1)	(119)	(173)	(32)
Net cash outflow from Investing Activities		(1)	(119)	(173)	(32)
Cash flows from Financing Activities Drawdown on shareholder
loans Finance lease drawdown Repayment of finance leases		— — (7)	2,500 70 (6)	7,500 85 (27)	2,100 — —
Net cash (outflow)/inflow from Financing Activities		(7)	2,564	7,558	2,100
Net increase /(decrease) in cash and cash equivalents		235	(1,588)	(1,741)	1,844
Opening cash and cash equivalents		103	1,844	1,844	—
Closing cash and cash equivalents		338	256	103	1,844

Notes to the Historical Financial Information

1. Basis of preparation

Greystones Devco Limited (''Greystones Devco'') is a private company limited by shares (registered under Part 2 of Companies Act 2014), incorporated in the Republic of Ireland. The Registered Office is 25-28 North Wall Quay, IFSC, Dublin 1. Greystones Devco was registered on 24 July 2015 and commenced trading in October 2015.

The principal activity of Greystones Devco is the provision of development and management services.

During 2015, Greystones Devco entered into a Development Services Agreement with Targeted Investment Opportunities ICAV acting on behalf of TIO RLF to provide development management services in connection with the development of residential and commercial units at the Marina Village, Greystones, Co Wicklow.

The Historical Financial Information has been prepared in accordance with the requirements of the Prospectus Directive Regulation and the Irish Listing Rules, and in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union which are effective for periods ending 30 June 2017.

Greystones Devco has not early adopted any forthcoming IASB standards. Note 2.14 sets out details of such upcoming standards.

The preparation of the Historical Financial Information under IFRSs requires judgements, estimates and assumptions to be made that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Historical Financial Information has been prepared using consistent accounting policies.

The Historical Financial Information has been prepared on a going concern basis under the historical cost convention basis.

All amounts in the Historical Financial Information are shown in thousands of Euro unless otherwise stated.

2. Accounting policies

2.1 Functional and presentation currency

The financial information is presented in Euro, which is Greystones Devco's functional currency.

2.2 Revenue

Revenue is stated net of trade discounts and VAT and is derived from the provision of development and management services in accordance with Greystones Devco's Development Services Agreement with TIO ICAV acting solely in respect of its sub-fund, TIO RLF.

2.3 Expenditure

Administration expenses is recognised in respect of goods and services received when supplied in accordance with contractual terms.

2.4 Taxation

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement, except to the extent that it relates to items recognised directly in other comprehensive income or equity.

(a) Current tax

Current tax is provided at current rates and is calculated on the basis of taxable results for the year.

(b) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to apply in the periods in which temporary differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

2.5 Property, plant and equipment

Property, plant and equipment is carried at historic purchase cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided to write off the cost of the assets on a straight line basis to their residual value over their estimated useful lives at the following annual rates:

Plant & machinery	20%
Computer equipment & software	33%
Fixtures & fittings	20%

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within administration expenses in the income statement.

2.6 Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that Greystones Devco will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within net operating expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against administration expense in the income statement.

2.7 Cash and cash equivalents

Cash and cash equivalents comprises cash balances in hand and at the bank, including bank overdrafts repayable on demand.

2.8 Trade and other payables

Trade and other payables on normal terms are not interest bearing and are stated at their nominal value which is considered to be their fair value. Trade payables on extended terms are recorded at their fair value at the date of acquisition of the asset to which they relate. The discount to nominal value is amortised over the period of the credit term and charged to finance costs.

2.9 Provisions

Provisions are recognised when Greystones Devco has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle that obligation, and the amount has been reliably estimated.

2.10 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

2.11 Finance lease liabilities

Leases of property, plant and equipment that transfer to Greystones Devco substantially all of the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset.

2.12 Share capital

Ordinary shares are classified as equity.

2.13 Significant Accounting estimates and judgements

Greystones Devco's accounting policies as described above are applied when making critical accounting judgements, of which no individual judgement is deemed to have a significant impact upon the Historical Financial Information.

2.14 New accounting standards and interpretations

A number of new standards, amendments to standards and interpretations are effective for financial periods beginning on various dates after 1 January 2018, and have not been adopted early in preparing this Historical Financial Information as at 30 June 2017. The potential impact of these standards on Greystones Devco is under review.

The items that may have relevance to Greystones Devco are as follows:

IFRS 15 Revenue from contracts with customers

IFRS 15 establishes the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cashflows arising from a contract with a customer. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Application of the standard is mandatory for annual reporting periods starting from 1 January 2018 onward and has been endorsed by the EU. Earlier application is permitted. The standard replaces IAS 18 ''Revenue'' and IAS 11 ''Construction contracts'' and related interpretations.

Amendments to IFRS 2 Share-based Payment

The Amendments to IFRS 2 Share-based Payment are effective on periods beginning on or after 1 January 2018, subject to EU endorsement. This amendment eliminates diversity in practice on the effects of vesting conditions on the measurement of a cash settled share based payment transaction, the classification of a share based payment transaction with net settlement features for withholding tax obligations, and the accounting where a modification to the terms and conditions of a share based payment transaction changes its classification from cash settled to equity settled.

IFRS 16 Leases

IFRS 16 ''Leases'' addresses the definition of a lease, recognition and measurement of leases and establishes principles for reporting useful information to users of financial statements about the leasing activities of both lessees and lessors. A key change arising from IFRS 16 is that most operating leases will be accounted for on statement of financial position for lessees. The standard replaces IAS 17 ''Leases,'' and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2019 and earlier application is permitted subject to EU endorsement.

3 Revenue

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Period from incorporation to 31 December 2015 g'000
Revenue – provision of services	978	453	1,210	116
	978	453	1,210	116

In respect of Greystones Devco's contract for development and management services with TIO RLF, Greystones Devco has concluded that it operates as an agent for the majority of the services rendered, being development services, as it does not take title, development or inventory risk related to the development work and all credit risk is borne by TIO RLF. Accordingly, Greystones Devco does not recognise revenue or expenses in respect of the agency services.

Revenue for the provision of management services under that contract amounted to e0.978 million in the period ended 30 June 2017 (2016: e1.21 million; 2015: e0.1 million).

4 Finance expense

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Period from incorporation to 31 December 2015 g'000
Finance lease interest	1	—	1	—
Interest on shareholder's loans	483	162	565	45
	484	162	566	45

The interest rate on Shareholder loan during the financial period was 10% (2016: 10%, 2015: 10%). See note 16 for further details.

5 Profit before taxation is stated after charging

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Period from incorporation to 31 December 2015 g'000
Staff costs (Note 6) Depreciation of property, plant and	—	65	129	—
equipment (Note 8)	21	12	30	2
Operating lease costs	4	5	5	—
Audit fees	—	—	—	—

Administration expenses include head office costs, staff costs and contracted personnel.

6 Directors and employees

Profit before taxation is stated after charging the following amounts:

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Period from incorporation to 31 December 2015 g'000
Staff costs Wages and salaries	—	60	117	—
Social insurance costs	— —	5 65	12 129	— —

The average monthly number of persons employed by Greystones Devco during the period/ year was nil (2016: 3, 2015: nil).

Key Management compensation

Key management comprises the Greystones Devco Directors who are considered to have the authority and responsibility for planning, directing and controlling the activities of Greystones Devco.

There have been no payments to Directors included in staff costs of the financial statements.

7 Taxation

The tax charge for the year is as follows:

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Period from incorporation to 31 December 2015 g'000
Current tax Irish corporation tax payable	6	3	9	—
Deferred tax (Note 11)	—	—	(1)
Total tax expense	6	3	8	—

The tax charge has been arrived at based on the standard Irish corporation tax rate of 12.5%.

8 Property, plant and equipment

	Plant and machinery g'000	Computer equipment and software g'000	Fixtures & fittings g'000	Total g'000
Cost
At 1 January 2017 Additions	195 1	9 —	1 —	205 1
At 30 June 2017	196	9	1	206
Accumulated depreciation At 1 January 2017 Charge for the period	28 20	4 1	— —	32 21
At 30 June 2017	48	5	—	53
Net book value At 1 January 2017	167	5	1	173
At 30 June 2017	148	4	1	153
Cost At 1 January 2016 Additions	23 172	8 1	1 —	32 173
At 31 December 2016	195	9	1	205
Accumulated depreciation At 1 January 2016 Charge for the year	1 27	1 3	— —	2 30
At 31 December 2016	28	4	—	32
Net book value At 1 January 2016	22	7	1	30
At 31 December 2016	167	5	1	173
	Plant and machinery g'000	Computer equipment and software g'000	Fixtures & fittings g'000	Total g'000
Cost At date of incorporation Additions Disposals	— 23 —	— 8 —	— 1 —	— 32 —
At 31 December 2015	23	8	1	32
Accumulated depreciation At date of incorporation Charge for the period Disposals	— 1 —	— 1 —	— — —	— 2 —
At 31 December 2015	1	1	—	2
Net book value At date of incorporation	—	—	—	—
At 31 December 2015	22	7	1	30

Included in plant and machinery are fixed assets with a cost of e85,000 (2016: e85,000, 2015: eNil) held under finance lease or hire purchase agreements.

9 Trade and other receivables

	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000
Current
Amounts receivable from TIO RLF (Note 16)	12,132	11,245	438
VAT receivable	145	165	18
Deferred tax (Note 11)	1	1	—
Total trade and other receivables	12,278	11,411	456

10 Trade and other payables

	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000
Current
Trade payables	1,270	1,022	153
Obligations under finance leases	14	14	—
Corporation and other taxes	7	11	—
Accruals	553	264	32
Other creditors	100	65	—
Shareholder's loan (Note 16)	10,693	10,210	2,145
	12,637	11,586	2,330
Non-current
Obligations under finance leases	37	44	—
	37	44	—
Total trade and other payables	12,674	11,630	2,330

The shareholder's loan is unsecured and repayable on demand.

11 Deferred tax

	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000
Opening balance	1	—	—
Short term timing difference	—	1	—
Closing balance	1	1	—

Deferred tax is calculated in full on temporary differences at the tax rates that are expected to apply for the period when the asset is realised and the liability is settled using a tax rate of 12.5% as appropriate (2016:12.5%, 2015: 12.5%). There is no unprovided deferred tax (2016: enil, 2015: enil) at the balance sheet date.

12 Share capital

Greystones Devco's authorised and issued share capital is 1 ordinary share of e1.

13 Operating leases – minimum lease payments

The total future aggregate minimum lease payments of Greystones Devco under noncancellable operating leases are set out below:

	As at 30 June 2017 g'000	As at 31 December 2016 g'000	As at 31 December 2015 g'000
Amounts due within:
One year	4	4	—
Between one and five years	—	4	—
After five years	—	—	—
	4	8	—

14 Notes to the cash flow statement

Cash flow from operating activities:

	6 months ended 30 June 2017 g'000	6 months ended 30 June 2016 g'000 (Unaudited)	Year ended 31 December 2016 g'000	Period from incorporation to 31 December 2015 g'000
Profit after tax	38	22	57	—
Adjustments for:
– Taxation	6	3	8	—
– Depreciation	21	12	30	2
– Finance costs	484	162	566	45
Changes in working capital – (Increase) in trade and
other receivables – Increase in trade and	(867)	(5,441)	(10,955)	(456)
other payables	574	1,209	1,169	185
Cash inflow/(outflow) from
operations	256	(4,033)	(9,125)	(224)

15 Capital management, financial instruments and financial risk management

Greystones Devco finances its operations by a combination of shareholders' funds, working capital and borrowings. Greystones Devco's objective when managing capital is to maintain an appropriate capital structure in the business to allow management to focus on creating sustainable long-term value for its shareholders, with flexibility to take advantage of opportunities as they arise in the short and medium term.

Greystones Devco's financial instruments comprise financial assets being: trade receivables and cash and cash equivalents and financial liabilities being: trade payables and shareholder's loan. Cash and cash equivalents and shareholder loans are the principal financial instruments used to finance the business.

As all of the operations carried out by Greystones Devco are in euro there is no direct currency risk, and therefore Greystones Devco's main financial risks are primarily:

• liquidity risk the risk that suitable funding for Greystones Devco's activities may not be available;
• market interest rate risk the risk that Greystones Devco's financing activities are adversely affected by fluctuation in market interest rates; and
• credit risk the risk that a counterparty will default on their contractual obligations resulting in a loss to Greystones Devco.

Financial instruments: financial assets

	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000
Current
Amounts receivable from TIO RLF	12,132	11,245	438
Cash and cash equivalents	338	103	1,844
Total financial assets	12,470	11,348	2,282

Cash and cash equivalents consists of cash on hand and demand deposits.

Amounts receivable from TIO RLF are receivable under normal 30 day credit terms.

Financial instruments: financial liabilities

	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000
Current
Trade payables	1,270	1,022	153
Accruals and deferred income	553	264	32
Obligations under finance leases	14	14	—
Shareholder's loan	10,693	10,210	2,145
Other creditors	100	65	—
	12,630	11,575	2,330
Non-current
Obligations under finance leases	37	44	—
	37	44	—
Total financial liabilities	12,667	11,619	2,330

The carrying amounts of Greystones Devco's financial assets and financial liabilities approximate to fair value.

Liquidity risk

This is the risk that suitable funding for Greystones Devco's activities may not be available. Greystones Devco's management addresses this risk through review of rolling cash flow forecasts throughout the year to assess and monitor the current and forecast availability of funding, and to ensure sufficient headroom against facility limits. The committed borrowing facilities are set out in Note 16.

The contractual undiscounted maturity profile of Greystones Devco's financial liabilities, included at their carrying value in the preceding tables, is as follows:

	30 June	31 December	31 December
	2017	2016	2015
	g'000	g'000	g'000
In less than one year	12,630	11,575	2,330
In more than one year but not more than five years	37	44	—
In more than five years	—	—	—
	12,667	11,619	2,330

Credit risk

Greystones Devco's exposure to credit risk encompasses the financial assets being: amounts receivable from TIO RLF and cash and cash equivalents.

The credit risk on cash and cash equivalents is limited because counterparties are leading international banks with long-term A credit-ratings assigned by international credit agencies.

16 Related party transactions

Greystones Devco's sole shareholder is OCM and its only directors are Justin Bickle, Anthony Noonan and Stephen Garvey. Its registered office is located at 26A, Boulevard Royal, 7th Floor, L-2449, Luxembourg. The principal activity of the parent is the holding of interests in and financing of group companies. The ultimate beneficial owner of OCM EPF QIF Holdings Sa´rl is Oaktree European Principal Fund III LP.

Greystones Devco entered into a term loan facility up to e20 million granted by OCM for the purpose of carrying out and completing the development of residential and commercial units at the Marina Village, Greystones, Co Wicklow. The loan carries an interest rate of 10% per annum. The principal amount together with the accrued interest amounting to e10.693m at 30 June 2017 (2016: e10.210m, 2015: e2.145m) are payable on demand.

The sole client of Greystones Devco is TIO RLF. OCM is a shareholder of both TIO RLF and Greystones Devco. Justin Bickle and Anthony Noonan are directors of TIO RLF and Greystones Devco. In relation to Greystones Devco's contract for development services with TIO RLF, Greystones Devco recharged e7.679m for the period ended 30 June 2017 (2016: e10.759m, 2015: e0.486m). The amount of e12.132m (2016: e11.245m, 2015: e0.438m) was receivable from TIO RLF at the year-end for such services provided and is recorded as amounts receivable from TIO RLF (Note 9).

Stephen Garvey, a director of Greystones Devco, is also a director of Bridgedale Contracting Limited, a creditor of Greystones Devco. Greystones Devco purchased construction management services from Bridgedale Contracting Limited of e598,000 (2016: e815,000, 2015: e9,500) during the financial period, of which e121,000 (2016: e80,000, 2015: e9,500) was outstanding at the year end.

17 Subsequent events

There were no material post balance sheet events.

Section G: Accountant's report on the historical financial information of the Company

Section A – Accountant's Report

The Board of Directors Glenveagh Properties PLC 25-28 North Wall Quay Dublin 1 D01 H104 Ireland

Dear Sir or Madam

Glenveagh Properties PLC

We report on the Financial Information of Glenveagh Properties PLC (''Glenveagh'') as of 24 August 2017 set out in Section H of Part V as at 24 August 2017 (the ''Historical Financial Information''). This Historical Financial Information has been prepared for inclusion in the Prospectus relating to Glenveagh Properties PLC dated 10 October 2017 (the ''Prospectus'') and on the basis of the accounting policies set out in Note 2 to the Historical Financial Information. This report is required by paragraph 20.1 of Annex I of Commission Regulation (EC) No. 809/2004 (the 'Prospectus Directive Regulation') and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

The Directors of Glenveagh Properties PLC are responsible for preparing the Historical Financial Information in accordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion on the Historical Financial Information and to report our opinion to you.

Save for any responsibility arising under paragraph 2(2)(f) of Schedule 1 to the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005), as amended (the 'Prospectus Regulations') to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting (SIR) 2000 issued by the Auditing Practices Board in the United Kingdom and Ireland. Our work included an assessment of evidence relevant to the amounts and disclosures in the Historical Financial Information. It also included an assessment of the significant estimates and judgements made by those responsible for the preparation of the Historical Financial Information and whether the accounting policies are appropriate to Glenveagh's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Historical Financial Information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion on Historical Financial Information

In our opinion, the Historical Financial Information gives, for the purposes of the Prospectus dated 10 October 2017, a true and fair view of the state of affairs of Glenveagh as at 24 August 2017 in accordance with International Financial Reporting Standards as adopted by the European Union.

Declaration

For the purposes of paragraph 2(2)(f) of Schedule 1 to the Prospectus Regulations we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG Chartered Accountants Dublin, Ireland Date: 10 October 2017

Section H: Historical financial information of the Company for the period from 9 August 2017 and ended on 24 August 2017

Income statement and other comprehensive income

Glenveagh did not trade and has earned no income and incurred no expenditure during the period presented (being the date of incorporation 9 August 2017 to 24 August 2017). Consequently, during this period, Glenveagh made neither a profit nor a loss.

Glenveagh had no other recognised gains or losses nor any cash flows during this period and accordingly, no statement of changes in equity or cash flow statement is presented.

Statement of financial position

	Note	As at 24 August 2017 g'000
Current assets
Cash and cash equivalents		200
Total assets		200
Capital and reserves
Called up share capital	3	200
Total equity		200

NOTES TO THE HISTORICAL FINANCIAL INFORMATION

1 Basis of preparation

The Historical Financial Information has been prepared in accordance with the requirements of the Prospectus Directive Regulation and the Irish Listing Rules and in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union which were effective for the reported accounting period.

The Historical Financial Information presents the financial records of Glenveagh as at 24 August 2017.

The preparation of the Historical Financial Information under IFRSs requires judgements, estimates and assumptions to be made that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Historical Financial Information has been prepared using consistent accounting policies.

The Historical Financial Information has been prepared on a going concern basis under the historical cost convention basis.

All amounts in the Historical Financial Information are shown in thousands of Euro unless otherwise stated.

2 Significant accounting policies

2.1 Functional and presentation currency

The financial information is presented in Euro which is Glenveagh's functional currency.

2.2 Revenue

Revenue comprises the fair value of consideration received or receivable, net of value-added tax, rebates and discounts. Revenue is recognised once the value of the transaction can be reliably measured and the significant risks and rewards of ownership have been transferred.

Revenue represents the amounts receivable from the sale of houses and other fee income directly associated with property development, including asset advisory and construction services.

On the sale of homes, revenue is recognised at legal completion. On land sales, revenue is recognised from the point of unconditional exchange of contracts.

2.3 Expenditure

Expenditure recorded in inventory is expensed through cost of sales at the time of the related property sale. The amount of cost related to each property includes its share of the overall site costs. Administration expense is recognised in respect of goods and services received when supplied in accordance with contractual terms.

2.4 Taxation

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement, except to the extent that it relates to items recognised directly in other comprehensive income or equity.

(a) Current tax

Current tax is provided at current rates and is calculated on the basis of results for the year. The income tax expense in the income statement does not include taxation on Glenveagh's share of profits of joint venture undertakings, as this is included within the separate lines on the face of the income statement for profits from joint ventures.

(b) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to apply in the periods in which temporary differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

2.5 Investment property

In accordance with IAS 40 Investment Property, investment properties are properties which are held either to earn rental income or for capital appreciation or both. Investment property also includes property that is being constructed or developed for future use as investment property.

Investment in property is measured initially at cost, when acquisition takes place. Transaction costs directly attributable to the acquisition are included in the initial measurement and where applicable, borrowing costs. Subsequent to initial measurement, the investment in property is measured at fair value.

Changes in fair values are recognised in the statement of comprehensive income. Investment properties are derecognised either on disposal or when the investment in property is permanently withdrawn from use and no future economic benefits are expected from its disposal.

On disposal, the carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in the statement of comprehensive income.

Transfers from investment property to inventory as a result of a change in use are recorded at the fair value of the property at the date on which the change in use occurred.

2.6 Property, plant and equipment

Property, plant and equipment is carried at historic purchase cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided to write off the cost of the assets on a straight line basis to their residual value over their estimated useful lives at the following annual rates:

Plant and Machinery	20%
Motor vehicles	20%
Fixtures and fittings	15%

Computer equipment is included within fixtures and fittings. The assets' residual values, carrying values and useful lives are reviewed on an annual basis and adjusted if appropriate at each balance sheet date.

Where an impairment is identified, the recoverable amount of the asset is identified and an impairment loss, where appropriate, is recognised in the income statement.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within administration expenses in the income statement.

2.7 Inventory

Inventory comprises property in the course of development, completed units and land.

Property in the course of development and completed units are valued at the lower of cost and net realisable value. Direct cost comprises the cost of land, raw materials, finance costs and development costs but excludes indirect overheads. Land purchased for development, including land in the course of development, is initially recorded at cost. Where such land is purchased on deferred settlement terms, and the cost differs from the amount that will subsequently be paid in settling the liability, this difference is charged as a finance cost in the income statement over the period to settlement.

A provision is made, where appropriate, to reduce the value of inventories and work in progress to their net realisable value.

2.8 Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that Glenveagh will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within administration expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against administration expenses in the income statement.

2.9 Cash and cash equivalents

Cash and cash equivalents comprises cash balances in hand and at the bank, including bank overdrafts repayable on demand.

2.10 Trade and other payables

Trade and other payables on normal terms are not interest bearing and are stated at their nominal value which is considered to be their fair value. Trade payables on extended terms are recorded at their fair value at the date of acquisition of the asset to which they relate. The discount to nominal value is amortised over the period of the credit term and charged to finance costs.

2.11 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

2.12 Share capital

Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effect.

2.13 Provisions

Provisions are recognised when Glenveagh has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle that obligation, and the amount has been reliably estimated.

2.14 Pensions

Glenveagh operates a defined contribution scheme. The assets of the scheme are held separately from those of Glenveagh in a separate fund. The pension cost charge represents the contribution payable by Glenveagh to the fund.

2.15 Joint ventures

Joint venture undertakings (joint ventures) are those undertakings over which Glenveagh exercises contractual control jointly with another party, whereby Glenveagh has rights to net assets of the arrangement rather than rights to its assets and obligations for its liabilities. Joint ventures are accounted for using the equity method of accounting. Under the equity method, Glenveagh's share of the profits after tax of joint ventures is included in the income statement after interest and financing charges. Glenveagh's share of items of other comprehensive income is shown in the statement of comprehensive income.

Glenveagh's interests in the net assets or liabilities of joint ventures are included as investments in joint ventures on the face of the consolidated balance sheet at an amount representing Glenveagh's share of the fair values of the net assets at acquisition plus goodwill, acquisition costs, Glenveagh's share of post-acquisition retained income and expenses less any impairment provision.

The amounts included in the financial statements in respect of post-acquisition results of joint ventures are taken from their latest financial statements made up to Glenveagh's balance sheet date.

2.16 Finance lease liabilities

Leases of property, plant and equipment that transfer to Glenveagh substantially all of the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset.

2.17 Significant accounting estimates and judgements

Management applies Glenveagh's accounting policies as described above when making critical accounting judgements, of which no individual judgement is deemed to have a significant impact upon the financial statements, apart from those involving estimations, which are detailed below.

(a) Fair value of investment property

The valuation of investment properties is inherently subjective as the fair value is based on anticipated market values for properties, being the estimated amount that would be received from a sale in an orderly transaction between market participants. This is discussed in further detail under the accounting policy for investment property.

(b) Carrying value of inventory and estimation of costs to complete

Inventories are stated at the lower of cost and net realisable value. Such inventories include land, work in progress and completed units. As residential development is largely speculative by nature, not all inventories are covered by forward sales contracts. Furthermore due to the nature of Glenveagh's activity and, in particular the scale of its developments and the length of the development cycle, Glenveagh has to allocate sitewide development costs between units being built and/or completed in the current year and those for future years. It also has to forecast the costs to complete on such developments.

In making such assessments and allocations, there is a degree of inherent estimation uncertainty. Glenveagh has established internal controls designed to effectively assess and centrally review inventory carrying values and ensure the appropriateness of the estimates made. These assessments and allocations evolve over the life of the development in line with the risk profile, and accordingly the margin recognised reflects these evolving assessments, particularly in relation to Glenveagh's long-term developments.

2.18 New accounting standards and interpretations

A number of new standards, amendments to standards and interpretations are effective for financial periods beginning on various dates after 1 January 2018, and have not been adopted early in preparing this Financial Information as at 24 August 2017. The potential impact of these standards on Glenveagh is under review.

The items that may have relevance to Glenveagh are as follows:

IFRS 15: Revenue from contracts with customers

IFRS 15 establishes the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cashflows arising from a contract with a customer. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Application of the standard is mandatory for annual reporting periods starting from 1 January 2018 onward and has been endorsed by the EU. Earlier application is permitted. The standard replaces IAS 18 ''Revenue'' and IAS 11 ''Construction contracts'' and related interpretations.

IFRS 9 Financial instruments

IFRS 9 ''Financial instruments'' replaces the guidance in IAS 39 and applies to periods beginning on or after 1 January 2018 and has been endorsed by the EU. It includes requirements on the classification and measurement of financial assets and liabilities; it also includes an expected credit losses model that replaces the current incurred loss impairment model.

Amendments to IFRS 2 Share-based Payment

The Amendments to IFRS 2 ''Share-based Payment'' are effective on periods beginning on or after 1 January 2018, subject to EU endorsement. This amendment eliminates diversity in practice on the effects of vesting conditions on the measurement of a cash settled share based payment transaction, the classification of a share based payment transaction with net settlement features for withholding tax obligations, and the accounting where a modification to the terms and conditions of a share based payment transaction changes its classification from cash settled to equity settled.

IFRS 16 Leases

IFRS 16 ''Leases'' addresses the definition of a lease, recognition and measurement of leases and establishes principles for reporting useful information to users of financial statements about the leasing activities of both lessees and lessors. A key change arising from IFRS 16 is that most operating leases will be accounted for on statement of financial position for lessees. The standard replaces IAS 17 ''Leases,'' and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2019 and earlier application is permitted subject to EU endorsement.

3 Share capital

		24 August 2017
	Number	g'000
Authorised
Ordinary Shares of e0.001 each	1,000,000,000	1,000
Founder Shares of e0.001 each	200,000,000	200
Deferred Shares of e0.001 each	200,000,000	200
		1,400

	Number	Share capital g'000	Total g'000
Issued and fully paid Founder Shares of e0.001 each	200,000,000	200	200
Ordinary Shares of e0.001 each	1,000	—	—
		200	200

Glenveagh has three authorised classes of shares: Ordinary Shares, Founder Shares and Deferred Shares.

On 9 August 2017 Glenveagh issued 1 Ordinary Share of e0.001 for cash.

On 11 August 2017 Glenveagh issued 200,000,999 Ordinary Shares of e0.001 each for cash.

On 17 August 2017 200,000,000 Ordinary Shares of e0.001 each were redesignated as founder shares.

The holders of Ordinary Shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per Ordinary Share at meetings of Glenveagh.

The Founder Shares are convertible, redeemable shares of e0.001 each in the capital of Glenveagh.

The Deferred Shares do not have voting rights at meetings and are not entitled to receive dividends except for the right to receive e1 in aggregate for every e100 million paid to the holders of Ordinary Shares.

4 Subsequent events

On 13 September 2017, Glenveagh re-registered as Glenveagh Properties PLC.

PART VI

CAPITALISATION AND INDEBTEDNESS

As at 24 August 2017, the Group had no indebtedness and had shareholders' equity as follows:

Capitalisation

The capitalisation information in the table below has been sourced from the accounting records underlying the historical financial information for the period ended 24 August 2017.

2017 g'000
200
—
—
200

There has been no material change in the Group's capitalisation since 24 August 2017.

The Group's capitalisation will change as a result of the Offer. For further information on the proceeds of the Capital Raise, see Part VIII ''The Offer'' of this Document.

Indebtedness

As at 24 August 2017, which is the latest practicable date prior to the publication of this prospectus, the Group had no guaranteed, secured, unguaranteed or unsecured debt and no indirect or contingent indebtedness.

For further information see Part V (''Historical Financial Information'') of this Document.

There has been no material change in the Group's net indebtedness since 24 August 2017.

PART VII

UNAUDITED PRO-FORMA FINANCIAL INFORMATION

Section A: Accountants' report on unaudited pro-forma financial information

The Directors Glenveagh Properties PLC 25-28 North Wall Quay Dublin 1 D01 H104 Ireland 10 October 2017

Dear Sir or Madam:

Glenveagh Properties PLC (the 'Company')

We report on the pro forma financial information (the 'Pro forma statement') set out in Part VII of the prospectus dated 10 October 2017 (the 'Prospectus'), which has been prepared on the basis described in the notes thereto, for illustrative purposes only, to provide information about how the effect of the consummation of the Offer and the transactions expected to occur in connection with Admission might have affected the financial information presented on the basis of the accounting policies to be adopted by Glenveagh Properties PLC in preparing the financial statements for the period ended 31 December 2017. This report is required by paragraph 20.2 of Annex I of the Commission Regulation (EC) No. 809/2004 (the 'Prospectus Directive Regulation') and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Pro forma statement in accordance with paragraph 20.2 of Annex I of the Prospectus Directive Regulation.

It is our responsibility to form an opinion, as required by paragraph 7 of Annex II of the Prospectus Directive Regulation, as to the proper compilation of the Pro forma statement and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma statement, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility arising under paragraph 2(2)(f) of Schedule 1 to the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005), as amended, to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board of the United Kingdom and Ireland. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma statement with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma statement has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

• * the Pro forma statement has been properly compiled on the basis stated; and
• * such basis is consistent with the accounting policies of the Company.

Declaration

For the purposes of paragraph 2(2)(f) of Schedule 1 to the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005), as amended, we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

Section B: Unaudited pro forma net asset statement

The unaudited pro forma net asset statement below has been prepared for the purposes of illustrating the effect of the consummation of the Offer and the transactions expected to occur in connection with Admission on the Company's net assets as if the foregoing had taken place on 24 August 2017. The unaudited pro forma statement of net assets of the company has been prepared for illustrative purposes only and, due to its nature, does not represent the Company's financial position of such date or as of any other date.

g'000	(note 1) Glenveagh Properties PLC net assets as at 24 August 2017	from the Offer (note 2) Net proceeds	Acquisition of Conditionally (note 3) TIO RLF Acquired Sites	Acquisition of (note 4) BDHL	Acquisition of (note 5) BCL	Elimination of intercompany and BDHL (note 6) balances between BCL	Revaluation of Feathermist asset (note 7)	Acquisition of Developments (note 8) Braddington Limited	Acquisition of other Conditionally Acquired Sites (note 9)	Acquisition of Greystones (note 10) Devco Limited	(note 11) Sisk Agreement	(note 12) fees on the acquisition of Conditionally Acquired Sites Taxes and	Pro forma net assets as at 24 August 2017
Non-current assets accounted associate Investment in equity Property, plant and equipment	— — —	— — —	— — —	1,102 910 2,012	— 88 88	— — —	— 937 937	(1,847) (1,847) —	— — —	153 — 153	— — —	— — —	1,343 — 1,343
Trade and other receivables Cash and cash equivalents Current assets Inventories	— — 200	— — 477,644	— — 110,250	120 5,188 2,011	— 117 552	(34) — —	— — —	(2,380) 4,500 0	(44,350) 44,350 —	— 1,585 338	(20,979) 20,979 —	(17,347) 12,326 5,021	185,220 19,617 395,254
Total assets	200 200	477,644 477,644	110,250 110,250	7,319 9,331	669 757	(34) (34)	— 937	2,120 273	—	1,923 2,076	—	—	601,434 600,091
Non-Current liabilities Finance lease	—	—	—	537	—	—	—	—	— —	37	— —	— —	574
	—	—	—	537	—	—	—	—	—	37	—	—	574
Trade and other payables Current liabilities Finance lease	— —	— —	— —	5,432 178	417 34	(34) —	— —	273 —	— —	1,930 14	— —	— —	8,018 226
Total liabilities	— —	— —	— —	5,610 6,147	451 451	(34) (34)	— —	273 273	— —	1,944 1,981	— —	— —	8,244 8,818
Net assets	200	477,644	110,250	3,184	306	—	937	0	—	95	—	—	592,616
Notes:

(1) The financial information as at 24 August 2017 has been extracted from the Glenveagh Properties PLC historical financial information as at 24 August 2017, as set out in Part V ''Historical Financial Information''.

• (2) Reflects the receipt by the Group of gross proceeds from the Offer of e500 million (through the issue of new Ordinary Shares) (excluding the Over-allotment Option), less underwriting commissions and certain other estimated fees and expenses of approximately e22 million.
• (3) Reflects the Conditionally Acquired Sites being acquired from TIO RLF. The valuation is based upon the TIO RLF Acquisition Agreement as set out in section 2 of Part VIII ''The Offer'', and the consideration due of e110.25 million will be satisfied through the issue of shares in the Group of an equal value to OCM.
• (4) The financial information for BDHL as at 30 June 2017 has been extracted from the BDHL historical financial information as at 30 June 2017, as set out in Part V ''Historical Financial Information''. Consideration due will be satisfied through the issue of Ordinary Shares equal to the value of BDHL's net assets to Stephen Garvey. The unaudited pro forma statement of net assets above does not reflect the payment (if any) of the Bridgedale True-up Amount to Stephen Garvey in connection with the acquisition of BDHL and BCL.
• (5) The financial information for BCL as at 30 June 2017 has been extracted from the BCL historical financial information as at 30 June 2017, as set out in Part V ''Historical Financial Information''. Consideration due will be satisfied through the issue of Ordinary Shares equal to the value of BCL's net assets to Stephen Garvey. The unaudited pro forma statement of net assets above does not reflect the payment (if any) of the Bridgedale True-up Amount to Stephen Garvey in connection with the acquisition of BCL and BDHL.
  • (6) Reflects elimination of intercompany balances between BCL and BDHL at 30 June 2017.
• (7) Feathermist Limited owns a residential development site at Ballyboughal. A Red Book valuation was carried out on the Ballyboughal site as at 31 August 2017. The value of BDHL's indirect 35.6 per cent. interest in the Ballyboughal site was increased by e937,000 as a result of this valuation.
• (8) Braddington Developments Limited is the majority shareholder in Feathermist Limited (holding 64.4 per cent.), and is to be acquired by the Group on Admission as set out in Part II ''Information on the Group''. When this acquisition is concluded, the Ballyboughal site will be reclassified to inventory in the Company's consolidated accounts at a value of e4.5 million, derived from the 31 August 2017 red book valuation. Other assets and liabilities with a total carrying value of approximately negative e66,000 (based upon 30 June 2017 management accounts) will also be acquired as part of this transaction. Consideration for this acquisition of approximately e2.6 million will be settled in cash.
• (9) Reflects the assets being acquired under the Kells Acquisition Agreements as set out in Part II ''Information on the Group''. The valuation is based upon the Kells Acquisition Agreements. The total consideration due of approximately e44.4 million will be settled in cash.
• (10)The financial information for Greystones Devco Limited as at 30 June 2017 has been extracted from the Greystones Devco Limited historical financial information as at 30 June 2017, as set out in Part V ''Historical Financial Information''. There has been one material pro forma adjustment made to the Greystones Devco Limited historical financial information reflecting the offsetting of the shareholder loan balance of e10.7 million (owed to an affiliate of TIO RLF) against the receivable balance due from TIO RLF.
• (11)Represents satisfaction by the Group of all of the remaining obligations of TIO RLF to the Sisk group in respect of the Sisk group's right to receive a percentage of the proceeds of sale of completed units under the Property Participation Agreement, through the payment of approximately e21 million to the Sisk group, as set out in Part VIII ''The Offer''.
• (12)Reflects the cumulative impact of taxes and fees relating to the proposed acquisition of Conditionally Acquired Sites owned by TIO RLF, the acquisition of Conditionally Acquired Sites under the Kells Acquisition Agreements and the acquisition of Braddington under the Braddington Acquisition Agreement including estimated stamp duty of e3.0 million, estimated fees of e2.0 million (both capitalised as inventory) and a VAT receivable of e12.3 million.

PART VIII

THE OFFER

1. BACKGROUND

The Offer Shares comprise 500,000,000 Offer Shares to be issued by the Company raising gross proceeds for the Company of approximately e500 million.

The Group expects to receive net proceeds of approximately e478 million (assuming no exercise of the Over-allotment Option and after deducting estimated underwriting commissions and fees and expenses of the Offer (including the maximum amount of discretionary commissions and VAT) payable by the Company, which are expected to be approximately e22 million) from the issue of Ordinary Shares in the Offer.

The Offer Shares will represent approximately 81 per cent. of the expected issued ordinary share capital of the Company immediately following Admission (assuming there is no exercise of the Over-allotment Option).

The Stabilisation Manager, or any of its agents or delegates, 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 50,000,000 Ordinary Shares (representing 10 per cent. of the total number of Ordinary Shares comprised in the Offer before any utilisation of the Over-allotment Option) or effect other transactions with a view supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilisation 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 Irish Stock Exchange and the London Stock Exchange and ending no later than 30 calendar days thereafter. There will be no obligation on the Stabilisation Manager or any of its agents or delegates to effect stabilisation transactions and there is no assurance that stabilisation 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 of the Ordinary Shares above the Offer Price. Except as required by law or regulation, neither the Stabilisation Manager nor any of its agents or delegates intend to disclose the extent of any overallotments made and/or stabilisation transactions conducted in relation to the Offer. The Overallotment Option is described in further detail in paragraph 9 of this Part VIII ''The Offer''.

In the Offer, the Offer Shares will be offered (a) to certain institutional investors in the United Kingdom and Ireland and elsewhere outside of the United States in reliance on Regulation S and (b) in the United States to persons reasonably believed to be QIBs pursuant to Rule 144A or another exemption from the registration requirements of the Securities Act.

Certain restrictions that apply to the distribution of this Prospectus and the offer, issue and sale of Ordinary Shares in jurisdictions outside Ireland and the United Kingdom are described below.

When admitted to trading, the Offer Shares will be registered with ISIN IE00BD6JX574, Irish SEDOL number BD6JX57 and U.K. SEDOL number BF0GTX8 and it is expected that the Offer Shares will be traded under the ticker symbol GLV.

Immediately following Admission, it is expected that approximately 81 per cent. of the Company's issued ordinary share capital will be held in public hands (assuming there is no exercise of the Over-allotment Option).

The holders of Ordinary Shares immediately prior to Admission will have their holdings diluted by 99.1 per cent. as a result of the Offer, the issue of the Consideration Shares, the Bridgedale Individuals Offer and the issue of Ordinary Shares to certain of the Directors (taking into account any Ordinary Shares which such Shareholders will acquire upon Admission) and the resultant number of Ordinary Shares held by such Shareholders will be a total of 5,278,000 Ordinary Shares (in each case, assuming there is no exercise of the Over-allotment Option).

The rights attaching to the Offer Shares will be uniform in all respects and they will form a single class for all purposes. Allocations under the Offer will be finally determined by the Company after consultation with the Joint Global Co-ordinators and will be notified to investors orally and/or via written correspondence by a Joint Global Co-ordinator. All Offer Shares issued or sold pursuant to the Offer will be issued or sold, payable in full, at the Offer Price.

The Offer is conditional upon:

• (a) the Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms; and
• (b) Admission occurring.

If either of the above conditions is not satisfied the Offer will not proceed.

Certain conditions in the Placing Agreement, such as the non-occurrence of a material adverse change, are related to events which are outside the control of the Company and the Joint Global Co-ordinators (and are market standard for an agreement of this type). Further details of the Placing Agreement are described in paragraph 9.2 of Part X ''Additional information'' of this Prospectus.

The Company and the Joint Global Co-ordinators expressly reserve the right to determine, at any time prior to Admission, not to proceed with the Offer. If such right is exercised, the Offer will lapse and any monies received in respect of the Offer will be returned to investors without interest.

No commissions, fees or expenses will be charged to investors by the Company.

In addition to the Ordinary Shares issued under the Offer at Admission:

• (a) 110,250,000 Ordinary Shares will be issued as Consideration Shares to OCM and 4,427,000 Ordinary Shares will be issued as Consideration Shares to Stephen Garvey, in each case at the Offer Price. See section 2 of this Part VIII ''The Offer'' for more information; and
• (b) 121,000 Ordinary Shares will be issued under the Bridgedale Individuals Offer at the Offer Price; and
• (c) 2,250,000 Ordinary Shares will be issued to Lady Barbara Judge CBE, Senior Independent Non-Executive Director, Richard Cherry and Robert Dix, Independent Non-Executive Directors, Justin Bickle, Founder and CEO (with the interest to be held by Durrow Ventures) and John Mulcahy, Founder and Executive Chairman, at the Offer Price (as described in section 6.2 of Part X ''Additional information'').

2. REASONS FOR THE OFFER AND USE OF PROCEEDS

The Group expects to receive net proceeds of approximately e478 million (assuming no exercise of the Over-allotment Option and after deducting estimated underwriting commissions and fees and expenses of the Offer (including the maximum amount of discretionary commissions and VAT) payable by the Company, which are expected to be approximately e22 million) from the issue of Ordinary Shares in the Offer.

The Company intends to use the net proceeds of the Offer as follows:

• (a) approximately e21 million will be used to make a payment to the Sisk group in full and final settlement of certain future payment obligations relating to the development of the Marina Village, Greystones site;
• (b) e1.00 will be used in connection with the Group's acquisition of Greystones Devco from OCM;
• (c) approximately e47 million will be used to satisfy the consideration payable in connection with the acquisitions of Conditionally Acquired Sites under the Kells Acquisition Agreements and the Braddington Acquisition Agreement;
• (d) approximately e9 million will be used to settle costs and expenses (including stamp duty and VAT) payable in connection with the acquisition of the Conditionally Acquired Sites;
• (e) the remaining approximately e401 million will be used to fund or partly fund the following, or for general corporate purposes of the Group:
• (i) the acquisition of further residential sites, which may include some of the approximately e459 million of Potential Sites (exclusive of transaction costs) which are subject to exclusivity arrangements or which are under active consideration by the Group;
• (ii) the development of residential sites, including the Conditionally Acquired Sites and sites which may be acquired in future;
• (iii) to the extent applicable, the payment of the Bridgedale True-up Amount; and
• (iv) to the extent applicable, payment in respect of the Remaining TIO RLF Retained Units (if any).

The payment for the Conditionally Acquired Sites being acquired from TIO RLF under the TIO RLF Acquisition Agreement will comprise the issue of 110,250,000 Ordinary Shares to OCM with an aggregate value of e110.25 million (based on the Offer Price). Furthermore, the payment for the issued share capital of BCL and BDHL under the Share for Share Exchange Agreement will include the issue of 4,427,000 Ordinary Shares to Stephen Garvey with an aggregate value of e4.427 million (based on the Offer Price) and the payment of the Bridgedale True-up Amount (noted above), if applicable.

3. ALLOCATION

Upon accepting any allocation, prospective investors will be contractually committed to acquire the number of Offer Shares allocated to them at the Offer Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate, or otherwise withdraw from such commitment. Dealing may not begin before notification of allocation is made. A number of factors have been considered in determining the Offer Price and the basis of allocation, including the prevailing market conditions, the level and nature of demand for the Offer Shares, the prices bid to acquire the Offer Shares and the objective of establishing an orderly and liquid aftermarket in the Ordinary Shares. The Offer Price and the number of Offer Shares have been established at a level determined in accordance with these arrangements, taking into account indications of interest received from prospective investors.

4. FINANCIAL IMPACT OF THE OFFER

A pro forma statement illustrating the hypothetical effect of the consummation of the Offer and the transactions expected to occur in connection with Admission on the net assets of the Group as at 24 August 2017 as if the foregoing had occurred on, and the net proceeds of approximately e478 million had been received by the Company at, that date is set out in Part VII ''Unaudited pro forma financial information''. This information is unaudited and has been prepared for illustrative purposes only. It shows that the acquisition of the Conditionally Acquired Sites, the net proceeds from the Offer of approximately e478 million, the acquisition of BDHL, BCL, Greystones Devco and Braddington, and the payment of approximately e21 million to Sisk would lead to an increase in net assets from e200,000 to approximately e593 million as at 24 August 2017.

5. WITHDRAWAL RIGHTS

If the Company is required to publish any supplementary prospectus, applicants who have applied for Offer Shares under the Offer shall have at least two clear Business Days following the publication of the relevant supplementary prospectus within which to withdraw their application to acquire Offer Shares in its entirety. The right to withdraw an application to acquire Offer Shares in these circumstances will be available to all investors under the Offer. If the application is not withdrawn within the stipulated period, any application to apply for Offer Shares under the Offer will remain valid and binding. Details of how to withdraw an application will be made available if a supplementary prospectus is published.

6. DEALING ARRANGEMENTS

Application has been made and it is expected that Admission will take place and unconditional dealings in the Ordinary Shares will commence on the Irish Stock Exchange and the London Stock Exchange at 8.00 a.m. (Dublin time) on 13 October 2017. Prior to Admission, it is expected that dealings in the Ordinary Shares will commence on a conditional basis on the Irish Stock Exchange and the London Stock Exchange at 8.00 a.m. (Dublin time) on 10 October 2017. The earliest date for settlement of such dealings will be 13 October 2017.

All dealings in the Ordinary Shares prior to the commencement of unconditional dealings will be on a ''conditional basis'', will be of no effect if Admission does not take place and will be at the sole risk of the parties concerned. These dates and times may be changed without further notice.

It is expected that CREST accounts will be credited with Ordinary Shares on 13 October 2017 and, if applicable, definitive share certificates for the Ordinary Shares will be dispatched on the week commencing 16 October 2017 or as soon as practicable thereafter. No temporary documents of title will be issued. Pending the despatch by post of definitive share certificates where applicable, transfers will be certified against the register held by the Registrar.

Each investor will be required to undertake to pay the Offer Price for the Ordinary Shares sold or issued to such investor under the Offer in such manner as shall be directed by the Joint Global Co-ordinators.

It is intended that Ordinary Shares allocated to investors in the Offer will be delivered in uncertificated form and settlement will take place through CREST on Admission. Dealings in advance of crediting of the relevant CREST stock account(s) shall be at the sole risk of the persons concerned.

The above dates and times may be brought forward or extended and any changes will be notified via an RIS announcement.

The Offer Price and the results of the Offer will be announced through an RIS on the date of this document. Allocations under the Offer will be notified to investors orally and/or via written correspondence by a Joint Global Co-ordinator on the date of this document. The expected timetable for the Offer and Admission is set out on page 45 of this Prospectus.

7. CREST

CREST is a paperless settlement system enabling securities to be transferred from one person's CREST account to another person's CREST account without the need to use share certificates or written instruments of transfer. Furthermore, with effect from Admission, the Articles will permit the holding of Ordinary Shares in the CREST system.

The Company has applied for the Ordinary Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in the Ordinary Shares following Admission may take place within the CREST system if any Shareholder so wishes. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so.

8. UNDERWRITING ARRANGEMENTS

The Company, the Directors and the Joint Global Co-ordinators have entered into the Placing Agreement pursuant to which, on the terms and subject to certain conditions contained therein (which are customary in agreements of this nature), the Joint Global Co-ordinators have severally agreed to use reasonable endeavours to procure subscribers for (or, failing which, to subscribe for themselves) the Offer Shares to be issued pursuant to the Offer at the Offer Price.

The Offer is conditional upon Admission occurring not later than 8.00 a.m. on 13 October 2017 (or such later date and time as the Joint Global Co-ordinators and the Company may agree in writing) and the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms.

The Placing Agreement provides for the Joint Global Co-ordinators to be paid a commission in respect of their role in relation to the Offer. Subject to certain exceptions, any commissions received by the Joint Global Co-ordinators may be retained, and any Ordinary Shares acquired by them may be retained or dealt in, by them for their own benefit.

All Offer Shares issued pursuant to the Offer will be issued at the Offer Price.

9. OVER-ALLOTMENT AND STABILISATION

In connection with the Offer, the Stabilisation Manager, or any of its agents or delegates, 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 50,000,000 Ordinary Shares (representing 10 per cent. of the total number of Ordinary Shares comprised in the Offer 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 Stabilisation 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 Irish Stock Exchange and the London Stock Exchange and ending no later than 30 calendar days thereafter. There will be no obligation on the Stabilisation Manager or any of its agents or delegates to effect stabilisation transactions and there is no assurance that stabilisation 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 of the Ordinary Shares above the Offer Price. Except as required by law or regulation, neither the Stabilisation Manager nor any of its agents or delegates intend to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

For the purposes of allowing the Stabilisation Manager to cover short positions resulting from any such over-allotment and/or from sales of Ordinary Shares effected by it during the stabilisation period, the Company has granted to the Stabilisation Manager the Over-allotment Option pursuant to which the Stabilisation Manager may subscribe for or procure subscribers for the Over-allotment Shares at the Offer Price, representing 10 per cent. of the Ordinary Shares comprised in the Offer before any utilisation of the Over-allotment Option.

The Over-allotment Option may be exercised in whole or in part upon notice by the Stabilisation Manager at any time on or before the 30th calendar day after the commencement of conditional dealings of the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will be issued on the same terms and conditions as Ordinary Shares being offered pursuant to the Offer 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).

In connection with settlement and stabilisation, certain investors have agreed to the deferred settlement of Ordinary Shares (the ''Deferred Settlement Shares'') for the purposes, among other things, of allowing the Stabilisation Manager to settle, at Admission, over-allotments, if any, made in connection with the Offer. Settlement of the Deferred Settlement Shares will be any time during the period commencing on the date of the conditional dealings of the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange and ending no later than 30 calendar days thereafter.

10. SELLING RESTRICTIONS

The distribution of this Prospectus and the offer of Ordinary Shares in certain jurisdictions may be restricted by law and, therefore, persons into whose possession this Prospectus comes should inform themselves about and observe any restrictions, including those set out in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No action has been or will be taken in any jurisdiction that would permit a public offering of the Ordinary Shares, or possession or distribution of this Prospectus or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisement in connection with the Ordinary Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Persons into whose possession this Prospectus comes should inform themselves about and observe any restrictions on the distribution of this Prospectus and the offer of Ordinary Shares contained in this Prospectus. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Prospectus does not constitute an offer to subscribe for or purchase any of the Ordinary Shares offered hereby to any person in any jurisdiction to whom it is unlawful to make such offer of solicitation in such jurisdiction.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each a ''Relevant Member State''), an offer of Ordinary Shares may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Ordinary Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in the Relevant Member State, all in accordance with the Prospectus Directive, except that an offer of Ordinary Shares may be made at any time in that Relevant Member State under the following exemptions pursuant to the Prospectus Directive if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Directive;

• (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Directive), subject to obtaining the prior consent of the Joint Global Co-ordinators; or
• (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Ordinary Shares shall result in a requirement for the Company and/ or the Joint Global Co-ordinators to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any Ordinary Shares or to whom any offer of Ordinary Shares is made will be deemed to have represented, warranted and agreed to and with each of the Company and the Joint Global Co-ordinators that it is a qualified investor as defined under the Prospectus Directive or is otherwise permitted by law to be offered and sold Offer Shares in circumstances which do not require the publication by the Company and/or the Joint Global Co-ordinators of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable law. The Company, the Joint Global Co-ordinators and their affiliates and others will rely upon the truth and accuracy of the foregoing representation, warranty and agreement.

For the purposes of the above-mentioned provision, the expression an ''offer to the public'' in relation to any Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Ordinary Shares, as the same may be varied in that Member State.

U.S. selling restrictions

The Offer is not a public offering (within the meaning of the Securities Act) of securities in the United States. The Ordinary Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Joint Global Co-Ordinators may offer Ordinary Shares:

• (a) in the United States only through their U.S. registered broker affiliates to persons reasonably believed to be QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; and
• (b) outside the United States in ''offshore transactions'' as defined in, and in reliance on, Regulation S.

In addition, until 40 days after the commencement of the Offer, an offer or sale of Ordinary Shares within the United States by any dealer (whether or not participating in the Offer) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A or another exemption from, or transaction not subject to, the registration requirements under the Securities Act.

Australian selling restrictions

This document (i) does not constitute a prospectus or a product disclosure statement under the Corporations Act 2001 of the Commonwealth of Australia (''Corporations Act''); (ii) does not purport to include the information required of a prospectus under Part 6D.2 of the Corporations Act or a product disclosure statement under Part 7.9 of the Corporations Act; (iii) has not been, nor will it be, lodged as a disclosure document with the Australian Securities and Investment Commission (the ''ASIC''), the Australian Securities Exchange operated by ASX Limited or any other regulatory body or agency in Australia; and (iv) may not be provided in Australia other than to select investors who are able to demonstrate that they (A) fall within one or more of the categories of investors under section 708 of the Corporations Act to whom an offer may be made without disclosure under Part 6D.2 of the Corporations Act and (B) are a ''wholesale client'' for the purpose of section 761G of the Corporations Act (an ''Exempt Investor'').

The Ordinary Shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for, or buy, the Ordinary Shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any Ordinary Shares may be distributed, received or published in Australia, except where disclosure to investors is not required under Chapters 6D and 7 of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the Ordinary Shares, each subscriber for, or purchaser of, Ordinary Shares represents and warrants to the Company, the Joint Global Co-ordinators and their affiliates that such subscriber or purchaser is an Exempt Investor.

As any offer of Ordinary Shares under this Prospectus, any supplement or other document will be made without disclosure in Australia under Parts 6D.2 and 7.9 of the Corporations Act, the offer of those Ordinary Shares for resale in Australia within 12 months may, under the Corporations Act, require disclosure to investors if none of the exemptions in the Corporations Act applies to that resale. By applying for the Ordinary Shares each subscriber for, or purchaser of, Ordinary Shares undertakes to the Company, the Joint Global Co-ordinators and their affiliates that such subscriber or purchaser will not, for a period of 12 months from the date of issue or purchase of the Ordinary Shares, offer, transfer, assign or otherwise alienate those Ordinary Shares to investors in Australia except in circumstances where disclosure to investors is not required under the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Swiss selling restrictions

This document is not intended to constitute an offer or solicitation to purchase or invest in the Ordinary Shares described herein in Switzerland. The Ordinary Shares may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange (''SIX'') or on any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the Ordinary Shares constitutes a prospectus as such term is understood pursuant to art. 652a or art. 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning or the listing rules of SIX or any other stock exchange or regulated trading facility in Switzerland, and neither this document nor any other offering or marketing material relating to the Ordinary Shares or to the Offer may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, or the Ordinary Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of Ordinary Shares will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of Ordinary Shares has not been and will not be authorised under the Swiss Federal Act on Collective Investment Schemes (''CISA''). The investor protection afforded to acquirers of interests in collection investment schemes under CISA does not extend to acquirers of Ordinary Shares. The Ordinary Shares are not subject to any supervision by any Swiss regulatory authority (e.g. the Swiss Financial Markets Supervisory Authority) and investors in the Ordinary Shares will not benefit from protection or supervision by such authority.

Canadian selling restrictions

Notice to Canadian Residents

Resale Restrictions

The distribution of Ordinary Shares in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the requirement that the Company prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made. Any resale of the Ordinary Shares in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.

Representations of Canadian Purchasers

By purchasing Ordinary Shares in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to the Company and the dealer from whom the purchase confirmation is received that:

* the purchaser is entitled under applicable provincial securities laws to purchase the Ordinary Shares without the benefit of a prospectus qualified under those securities laws as it is an ''accredited investor'' as defined under National Instrument 45-106 – Prospectus Exemptions or Section 73.3(1) of the Securities Act (Ontario), as applicable;

• * the purchaser is a ''permitted client'' as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;
• * where required by law, the purchaser is purchasing as principal and not as agent; and
• * the purchaser has reviewed the text above under Resale Restrictions.

Conflicts of Interest

Canadian purchasers are hereby notified that the Joint Global Co-ordinators are relying on the exemption set out in section 3A.3 of National Instrument 33-105 – Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.

Statutory Rights of Action

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the offering memorandum (including any amendment thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Enforcement of Legal Rights

All Directors as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of Ordinary Shares should consult their own legal and tax advisors with respect to the tax consequences of an investment in the Ordinary Shares in their particular circumstances and about the eligibility of the Ordinary Shares for investment by the purchaser under relevant Canadian legislation.

11. U.S. TRANSFER RESTRICTIONS AND PURCHASER REPRESENTATIONS

Rule 144A Ordinary Shares

Each purchaser of Ordinary Shares in the United States will be deemed to have represented, agreed and acknowledged that it has received a copy of this Prospectus and such other information as it deems necessary to make an investment decision and that:

• (a) it (i) is, and at the time of its purchase of any Ordinary Shares will be, a QIB or a brokerdealer acting for the account of a QIB, (ii) is aware, and each beneficial owner of such Ordinary Shares has been advised, that the sale to it may be in reliance on the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A or another exemption from the registration requirements under the Securities Act, (iii) is acquiring such Ordinary Shares for its own account or for the account of one or more QIBs with respect to whom it has the authority to make, and does make, the representations and warranties set forth herein and (iv) is acquiring the Ordinary Shares for investment purposes and not with a view to further distribution of such Ordinary Shares;

• (b) it understands and agrees that the Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred, except (i) to a person that the seller and any person acting on its behalf reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, (ii) in an ''offshore transaction'' in accordance with Rule 903 or Rule 904 of Regulation S, (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), or (iv) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States;

• (c) it acknowledges that the Ordinary Shares (whether in physical, certificated form or in uncertificated form held in CREST) are ''restricted securities'' within the meaning of Rule 144(a)(3) under the Securities Act and that no representation is made as to the availability of the exemption provided by Rule 144 for resales of Ordinary Shares;

• (d) it understands that any offer, sale, pledge or other transfer made other than in compliance with the above stated restrictions may not be recognised by the Company;
• (e) it understands that such Ordinary Shares (to the extent they are in certificated form), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect:

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ''SECURITIES ACT''), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (''RULE 144A'') TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS SECURITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY OR FOREGOING, THE SECURITIES REPRESENTED HEREBY ARE ''RESTRICTED SECURITIES'' WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT AND FOR SO LONG AS SUCH SECURITIES ARE ''RESTRICTED SECURITIES'' (AS SO DEFINED) THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITORY RECEIPT FACILITY IN RESPECT OF THE SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITORY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THIS SECURITY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.

• (f) notwithstanding anything to the contrary in the foregoing, it understands that Ordinary Shares may not be deposited into any unrestricted depositary receipt facility in respect of Ordinary Shares established or maintained by a depositary bank unless and until such time as such Ordinary Shares are no longer ''restricted securities'' within the meaning of Rule 144(a)(3) under the Securities Act and that such Ordinary Shares will not settle or trade through the facilities of the Depository Trust Company or any other U.S. clearing system;
• (g) it has received a copy of this Prospectus and has had access to such financial and other information concerning the Company as it deems necessary in connection with making its own investment decision to purchase Ordinary Shares;
• (h) it acknowledges that none of the Company and the Joint Global Co-Ordinators or any of their respective representatives has made any representations to it with respect to the Company or the allocation, offering or sale of any Ordinary Shares other than (in the case of the Company) as set out in this Prospectus, which has been delivered to it and upon which it is solely relying in making its investment decision with respect to the Ordinary Shares;
• (i) it acknowledges that it has made its own assessment regarding the U.S. federal tax consequences of an investment in the Ordinary Shares;
• (j) it agrees that it will give to each person to whom it transfers Ordinary Shares notice of any restrictions on transfer of such Ordinary Shares; and
• (k) it understands that the Company, the Joint Global Co-ordinators their affiliates and others will rely upon the truth and accuracy of the foregoing representations, agreements, acknowledgments and agrees that, if any of such representations, agreements or

acknowledgments deemed to have been made by virtue of its acquiring any Ordinary Shares are no longer accurate, it will promptly notify the Company, and if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing representations, agreements and acknowledgments on behalf of each such account.

Regulation S Ordinary Shares

Each purchaser of Ordinary Shares offered outside the United States pursuant to Regulation S will be deemed to have represented, agreed and acknowledged that it has received a copy of this Prospectus, and such other information as it deems necessary to make an investment decision and that:

• (a) it is authorised to consummate the purchase of the Ordinary Shares in compliance with all applicable laws and regulations;
• (b) it acknowledges (or if it is a broker-dealer acting on behalf of a customer, its customer has confirmed to it that such customer acknowledges) that the Ordinary Shares have not been, and will not be, registered under the Securities Act or under any applicable securities laws or regulations of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration under, or an exemption from, or in a transaction not subject to, the Securities Act;
• (c) it is acquiring the Ordinary Shares in an offshore transaction outside the United States in compliance with Regulation S and it is not an affiliate of the Company or a person acting on behalf of such an affiliate;
• (d) it will not offer, sell, pledge or transfer any Ordinary Shares in the United States, except in accordance with the Securities Act and any applicable laws of any state of the United States and any other jurisdiction; and
• (e) the Company, the Joint Global Co-ordinators and others will rely upon the truth and accuracy of the foregoing representations, agreements and acknowledgments and agrees that, if any of such representations, agreements or acknowledgments deemed to have been made by virtue of its purchase of Ordinary Shares are no longer accurate, it will promptly notify the Company, and if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.

Other

Investors in jurisdictions other than those within the European Economic Area and the United States should consult their professional advisers as to whether they require any governmental or other consent or need to observe any formalities to enable them to purchase any Offer Shares under the Offer.

12. TERMS AND CONDITIONS OF THE OFFER

These terms and conditions apply to investors agreeing to subscribe for or purchase Offer Shares under the Offer. Each investor agrees with the Company and the Joint Global Co-ordinators to be bound by these terms and conditions as being the terms and conditions upon which Offer Shares will be issued under the Offer. The Joint Global Co-ordinators may require any investor to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as they (in their absolute discretion) see fit.

Agreement to acquire Offer Shares

Conditional on: (i) Admission occurring on or prior to 13 October 2017 (or such later date as the Joint Global Co-ordinators and the Company may agree); and (ii) the investor being allocated Offer Shares, each investor agrees to become a member of the Company and agrees to acquire Offer Shares at the Offer Price. The number of Offer Shares allocated to such investor under the Offer will be in accordance with the arrangements described in this Part VIII ''The Offer''. To the fullest extent permitted by law, each investor acknowledges and agrees that it will not be entitled to exercise any rights to rescind or terminate or, subject to any statutory rights, to withdraw an application for Offer Shares in the Offer, or otherwise to withdraw from, such commitment.

The Placing Agreement (described in further detail at Part X ''Additional information'' of this Prospectus) includes certain standard conditions that are typical for a transaction of this nature. Save for these conditions, the Offer may not be revoked or suspended. The Offer may not be revoked or suspended once unconditional dealing has begun.

Payment for Offer Shares

Each investor undertakes to pay the Offer Price for the Offer Shares acquired by such investor in such manner and at such time as shall be directed by the Joint Global Co-ordinators. In the event of any failure by any investor to pay as so directed by the Joint Global Co-ordinators, the relevant investor will be deemed thereby to have appointed the Joint Global Co-ordinators or any nominee of the Joint Global Co-ordinators to sell (in one or more transactions) any or all of the Offer Shares in respect of which payment will not have been made as directed by the Joint Global Co-ordinators and will indemnify on demand the Joint Global Co-ordinators and/or any relevant nominee of the Joint Global Co-ordinators in respect of any liability for stamp duty and/or SDRT (Irish, UK or otherwise) arising in respect of any such sale or sales. Liability for Irish stamp duty or UK stamp duty and SDRT is described in section 1.4 and 2.5, respectively, of Part IX ''Taxation'' of this Prospectus. If Admission does not occur, subscription monies will be returned without interest at the risk of the applicant.

Representations and warranties

Each investor and, in the case of sub-paragraphs (j) and (o) below, any person confirming an agreement to subscribe for or purchase Offer Shares on behalf of an investor or authorising the Joint Global Co-ordinators to notify the investor's name to the Registrar, irrevocably represents, warrants and acknowledges to the Company and the Joint Global Co-ordinators that:

• (a) the content of this Prospectus is exclusively the responsibility of the Company and the Directors and that neither the Joint Global Co-ordinators nor any person acting on their behalf are responsible for, or will have any liability for any information, representation or statement contained in, this Prospectus or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by an investor to participate in the Offer based on any information, representation or statement contained in this Prospectus or otherwise;
• (b) in agreeing to subscribe for or purchase Offer Shares under the Offer, the investor is relying on this Prospectus and any supplementary prospectus that may be issued by the Company, and not on any other information or representation concerning the Group, the Offer Shares or the Offer. Such investor agrees that none of the Company, the Joint Global Co-ordinators nor any of their respective officers, partners or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation. This paragraph (Representations and warranties) of this Part VIII ''The Offer'' will not exclude any liability for fraudulent misrepresentation;

• (c) the Joint Global Co-ordinators are not making any recommendations to investors or advising any of them regarding the suitability or merits of any transaction they may enter into in connection with the Offer, and each investor acknowledges that participation in the Offer is on the basis that it is not and will not be a client of the Joint Global Co-ordinators and that the Joint Global Co-ordinators are acting exclusively for the Company and no one else in connection with the Offer, and they will not be responsible to anyone else for the protections afforded to their respective clients, and that the Joint Global Co-ordinators will not be responsible to anyone other than the Company for providing advice in relation to the Offer, the contents of this Prospectus or any transaction, arrangements or other matters referred to herein, and the Joint Global Co-ordinators will not be responsible to anyone other than the relevant party to the Placing Agreement in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of the Joint Global Co-ordinators' rights and obligations thereunder, including any right to waive or vary any condition or exercise (or refrain from exercising) any termination right contained therein;

• (d) if the laws of any place outside the United Kingdom or Ireland are applicable to the investor's agreement to subscribe for or purchase Offer Shares, such investor has complied with all such laws and none of the Company or the Joint Global Co-ordinators will infringe any laws outside the United Kingdom or Ireland as a result of such investor's agreement to subscribe for or purchase Offer Shares or any actions arising from such investor's rights and obligations under the investor's agreement to subscribe for or purchase Offer Shares and under the Articles (and, in making this representation and warranty, the investor confirms that it is aware of the selling and transfer restrictions set out in this Part VIII ''The Offer'' and that it has complied with all such selling and transfer restrictions);

• (e) the investor understands that no action has been or will be taken in any jurisdiction other than the United Kingdom and Ireland by the Company or any other person that would permit a public offering of the Offer Shares, or possession or distribution of this Prospectus, in any country or jurisdiction where action for that purpose is required;
• (f) if the investor is in a Relevant Member State it is: (i) a legal entity which is a qualified investor as defined under the Prospectus Directive; or (ii) otherwise permitted by law to be offered and sold Offer Shares in circumstances which do not require the publication by the Company and/or the Joint Global Co-ordinators of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws;
• (g) if the investor is in Australia: (i) it is a person to whom it is lawful to offer Ordinary Shares without disclosure including under one or more of the exemptions set out in section 708 of the Corporations Act; and (ii) no securities will be sold in circumstances that would require the giving of a prospectus under Chapter 6D of the Corporations Act 2001;
• (h) the Offer Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Offer Shares under the securities laws of the United States, Australia, Switzerland, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, into or within the United States, Australia, Switzerland, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any action for that purpose is required;
• (i) the investor is liable for any capital duty, stamp duty, stamp duty reserve tax and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable by it or any other person on the acquisition by it of any Offer Shares or the agreement by it to acquire any Offer Shares;
• (j) in the case of a person who confirms to the Joint Global Co-ordinators, on behalf of an investor, an agreement to subscribe for or purchase Offer Shares and/or who authorises the Joint Global Co-ordinators to notify the investor's name to the Registrar, that person represents and warrants that he, she or it has authority to do so on behalf of the investor;
• (k) the investor has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, Proceeds of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering Regulations 2017 (the ''UK and Irish Regulations'') and, if it is making payment on behalf of a third-party, it has obtained and recorded satisfactory evidence to verify the identity of the third-party as required by the UK and Irish Regulations;
• (l) the investor is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);

• (m) if the investor is in the United Kingdom, it is: (a) a person having professional experience in matters relating to investments who falls within the definition of ''investment professionals'' in Article 19(5) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (the ''Regulated Activities Order''); or (b) a high net worth body corporate, unincorporated association or partnership or trustee of a high value trust as described in Article 49(2) of the Regulated Activities Order, or is otherwise a person to whom an invitation or inducement to engage in investment activities may be communicated without contravening section 21 of FSMA;

• (n) if the investor is in Ireland, it is a Qualified Investor who is a ''professional client'' as defined in Schedule 2 of the European Communities Markets in Financial Instruments Regulations 2007 (as amended), or is an existing client of Davy who has agreed to subscribe a minimum of e100,000;

• (o) if the investor is acquiring Offer Shares as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account;
• (p) if the investor is in a Relevant Member State: (i) it is a qualified investor within the meaning of the law in that Relevant Member State or, if it is in Ireland, it is an existing client of Davy who has agreed to subscribe a minimum of e100,000; and (ii) in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive: (x) the Offer Shares acquired by it in the Offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in other circumstances falling within Article 3(2) of the Prospectus Directive and the prior consent of the Joint Global Co-ordinators has been given to the offer or resale; or (y) where Offer Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Offer Shares to it is not treated under the Prospectus Directive as having been made to such persons. For the purposes of this provision, the expression an ''offer'' in relation to any of the Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Offer Shares to be offered so as to enable an investor to decide to purchase the Offer Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State;
• (q) in the case of a person who confirms to the Joint Global Co-ordinators, on behalf of an investor which is an entity other than a natural person, an agreement to purchase Offer Shares and/or who authorises the notification of such investor's name to the Registrar, that person warrants that he, she or it has authority to do so on behalf of the investor;
• (r) each investor accepts that the Offer Price and allocations of Offer Shares shall be determined by the Joint Global Co-ordinators (following consultation with the Company) in their absolute discretion; and
• (s) time shall be of the essence as regards each investor's obligations to settle payment for the Offer Shares and to comply with such investor's obligations under the Offer.

The representations, undertakings and warranties contained in this Prospectus are irrevocable. The Company and the Joint Global Co-ordinators and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and undertakings and each investor agrees that if any of the representations or warranties made or deemed to have been made by its subscription or purchase of Offer Shares are no longer accurate, such investor shall promptly notify the Company and the Joint Global Co-ordinators.

Supply and disclosure of information

If the Company, the Joint Global Co-ordinators or any of their agents request any information about an investor's agreement to subscribe for or purchase Offer Shares, such investor must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

Miscellaneous

• (a) The rights and remedies of the Company and the Joint Global Co-ordinators under these terms and conditions are in addition to any rights and remedies which would otherwise be available to them, and the exercise or partial exercise of one will not prevent the exercise of others.
• (b) On application, each investor may be asked to disclose, in writing or orally, to the Joint Global Co-ordinators:

• (i) if he or she is an individual, his or her nationality; or

• (ii) if he, she or it is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

• (c) All documents will be sent at the investor's risk. They may be sent by post to such investor at an address notified to the Joint Global Co-ordinators.
• (d) Each investor agrees to be bound by the Articles (as amended from time to time) once the Offer Shares which such investor has agreed to subscribe for or purchase have been issued or transferred to such investor.
• (e) The Company and the Joint Global Co-ordinators expressly reserve the right to modify the Offer (including, without limitation, its timetable and settlement) at any time before the Offer Price and allocation are determined.
• (f) The contract to subscribe for and/or purchase Offer Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, Irish law. For the exclusive benefit of the Company and the Joint Global Co-ordinators, each investor irrevocably submits to the exclusive jurisdiction of the Irish courts in respect of these matters. This does not prevent an action being taken against an investor in any other jurisdiction.
• (g) In the case of a joint agreement to subscribe for and/or purchase Offer Shares, references to a purchaser in these terms and conditions are to each of such investors and any investor's liability is joint and several.

PART IX

TAXATION

1. IRISH TAXATION

The following is a general summary of the main Irish tax considerations applicable to certain Shareholders who are the owners of Ordinary Shares. It is based on existing Irish law and our understanding of the practices of the Irish Revenue Commissioners on the date of this Prospectus. Legislative, administrative or judicial changes may modify the tax consequences described below.

The statements do not constitute tax advice and are intended only as a general guide. Furthermore, this information applies only to Ordinary Shares that are held as capital assets and does not apply to all categories of shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes or shareholders who have, or who are deemed to have, acquired their shares by virtue of an office or employment.

This summary is not exhaustive and Shareholders and prospective investors should consult their own tax advisors as to the tax consequences in Ireland, or other relevant jurisdictions of the Offer.

1.1 Taxation of Dividends

Withholding tax on Dividends

The Company will withhold Dividend Withholding Tax at the standard rate of income tax (currently 20 per cent.) from dividend payments and other profit distributions by the Company to Shareholders who do not meet any of the exemptions set out below.

Irish taxation of shareholders who are Irish resident and/or ordinarily resident individuals

Irish resident Shareholders who are individuals will be subject to income tax at the marginal rate, social security and the universal social charge depending on their circumstances on the aggregate of the net dividend received and the withholding tax deducted.

Subject to certain exceptions, the Company is required to apply dividend withholding tax at source at the standard rate (currently 20 per cent.) on dividends paid to Irish resident and/or ordinarily resident individual shareholders. The Company should provide the shareholder with a certificate setting out the gross amount of the dividend, the amount of tax withheld, and the net amount of the dividend.

Irish taxation of shareholders who are Irish resident companies

An Irish resident Shareholder which is a company will not be subject to Irish corporation tax on dividends received from the Company and tax will not be withheld at source by the Company provided the appropriate declaration is validly made.

A company which is a close company, as defined under Irish legislation, may be subject to a corporation tax surcharge on such dividend income to the extent that it is not distributed within the appropriate time frame.

Irish taxation of certain other Irish resident shareholders

Shareholders who are Irish approved pension funds or Irish approved charities are generally exempt from tax on their dividend income and will not have tax withheld at source by the Company from dividends, provided the appropriate declaration is validly made.

Irish taxation of shareholders who are not resident for tax purposes in Ireland

Certain non-resident Shareholders will not be within the charge to Irish income or corporation tax on dividends from the Company and may be exempt from dividend withholding tax on the basis that the distribution is made to:

• * a resident of a foreign country with which Ireland has a tax treaty;
• * a resident of an EU Member State (other than Ireland);
• * a company not resident in Ireland which is ultimately controlled by a resident of a tax treaty country or an EU Member State (other than Ireland); or
• * a company if its principal class of share is substantially and regularly traded on a recognised stock exchange in a tax treaty country or Member State.

In each case, an appropriate declaration must be made and evidence of entitlement to exemption provided.

However, non-Irish resident corporate Shareholders who are controlled by Irish residents, or non-Irish resident individual Shareholders who remain ordinarily resident in Ireland, may continue to be taxed in Ireland.

1.2 Capital Gains Tax (''CGT'')

The shares of the Company constitute chargeable assets for Irish CGT purposes and, accordingly, Shareholders who are resident or ordinarily resident in Ireland, depending on their circumstances, may be liable to Irish tax the proceeds received less the sum of the base cost of their shares of the Company plus any incidental selling expenses on a disposal of shares of the Company. The Irish CGT rate is currently 33 per cent.

An Irish resident individual, who is a Shareholder who ceases to be an Irish resident for a period of less than five years and who disposes of Ordinary Shares during that period, may in certain circumstances be liable, on a return to Ireland, to CGT on any gain realised.

A Shareholder which is a company may qualify for the participation exemption from Irish CGT if certain conditions are satisfied.

Non-Irish residents will not be liable to CGT in Ireland, as the Company's shares are quoted on a stock exchange, unless such persons are either ordinarily resident in Ireland or hold the Company shares in connection with a branch or agency carried on in Ireland.

1.3 Irish Capital Acquisitions Tax

Capital Acquisitions Tax (CAT) covers both gift tax and inheritance tax. Irish CAT may be chargeable on an inheritance or a gift of Company shares as such shares would be considered Irish property, notwithstanding that the gift or inheritance is between two non-Irish resident and non-ordinarily Irish resident individuals. The current rate of CAT is 33 per cent. Shareholders should consult their tax advisors with respect to the CAT implications of any proposed gift or inheritance of Company shares.

1.4 Stamp Duty

Transfers or sales of Company shares are currently subject to ad valorem stamp duty. This is generally payable by the purchaser. The Irish rate of stamp duty on shares is currently 1 per cent. of the greater of the market value of, or consideration paid for, the shares.

2. UK TAXATION

The following sections are intended only as a general guide to current UK law and HMRC's current published practice as at the date of this Prospectus, which are both subject to change at any time, possibly with retrospective effect. Furthermore, they are not exhaustive and relate only to certain limited aspects of the UK tax consequences for shareholders of holding or disposing of Ordinary Shares (and, in the case of section 2.5 of this Part IX ''Taxation'', acquiring Ordinary Shares).

Except where expressly stated otherwise, the sections below (other than section 2.5 of this Part IX ''Taxation'') are intended to apply only to Shareholders: (i) who are for UK tax purposes resident and, if individuals, domiciled in the UK; (ii) to whom split-year treatment does not apply; (iii) who are the absolute beneficial owners of their Ordinary Shares and any dividends paid in respect of them; (iv) who hold their Ordinary Shares as investments (otherwise than through an individual savings account or a pension arrangement) and not as securities to be realised in the course of a trade; (v) who hold less than 5 per cent. of the Ordinary Shares; (vi) are neither directly nor indirectly controlled by a person resident in Ireland for Irish tax purposes; and (vii) are neither resident nor ordinarily resident in Ireland for Irish tax purposes.

The sections below may not apply to certain shareholders, such as dealers in securities, broker dealers, insurance companies and collective investment schemes, pension schemes, persons who are otherwise exempt from UK taxation and persons who have (or are deemed to have) acquired their Ordinary Shares by virtue of an office or employment or as carried interest. Such shareholders may be subject to special rules.

The material set out in the sections below does not constitute tax advice. Any person who is in any doubt as to their tax position or who is subject to tax in a jurisdiction other than the UK should consult an appropriate professional adviser.

2.1 Withholding tax on dividends

There will be no UK withholding tax on dividends paid on the Ordinary Shares.

Individuals

An individual Shareholder within the charge to UK income tax may be entitled to claim an exemption from Irish dividend withholding tax in respect of dividend income received from the Company. The exemption is not automatic and must be claimed by completing the relevant exemption declaration forms and renewals forms. See section 1 of this Part for more information.

Companies

Shareholders which are ''companies'' within the meaning of Irish law and are resident in the UK for UK tax purposes may be entitled to claim an exemption from Irish dividend withholding tax in respect of dividend income received from the Company. The exemption is not automatic and must be claimed by completing the relevant exemption declaration forms and renewals forms. See section 1 of this Part for more information.

Credit for Irish dividend withholding tax

Shareholders within the charge to UK income tax or corporation tax may be entitled to credit for any Irish dividend withholding tax suffered on a dividend on their Ordinary Shares against any liability to UK tax on that dividend. Such credit may not exceed the credit which would have been allowed had all reasonable steps been taken under both Irish law and the double tax treaty in place between the UK and Ireland (the ''UK-Ireland Treaty'') to minimise the Irish dividend withholding tax.

In practice, this means that no credit will be given for Irish dividend withholding tax deducted from dividends received by either an individual Shareholder within the charge to UK income tax or a corporate Shareholder within the charge to UK corporation tax that is entitled to a full exemption from Irish dividend withholding tax on completion, and the renewal of, any relevant exemption declaration forms.

2.2 Individual Shareholders within the charge to UK income tax

The tax treatment of dividends paid by the Company to individual Shareholders is as follows:

• (A) dividends paid by the Company will not carry any UK tax credit (save in relation to Irish dividend withholding tax described above);
• (B) dividends received by an individual Shareholder from the Company (or from other sources) will, except to the extent that they are earned through an ISA, self-invested pension plan or other regime which exempts dividends from tax, form part of the Shareholder's total income for income tax purposes;
• (C) a nil rate of income tax applies to the first part of the taxable dividend income received by an individual Shareholder in a tax year (the ''Nil Rate Amount''). The Nil Rate Amount is currently £5,000 and will reduce to £2,000 with effect from 6 April 2018 if the Finance (No. 2) Bill 2017 (also known in U.K. Parliament as the Finance Bill 2017-19) is enacted in its current form; and
• (D) any taxable dividend income received by an individual Shareholder in a tax year in excess of the Nil Rate Amount will be taxed at the rates set out below.

Where a Shareholder's taxable dividend income for a tax year exceeds the Nil Rate Amount, the excess amount (the ''Relevant Dividend Income'') will, subject to the availability of any income tax personal allowance, be subject to income tax at the following rates for the 2017/2018 tax year:

• * 7.5%, to the extent that the Relevant Dividend Income falls below the threshold for the higher rate of income tax;
• * 32.5%, to the extent that the Relevant Dividend Income falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax; and

* 38.1%, to the extent that the Relevant Dividend Income falls above the threshold for the additional rate of income tax.

In determining whether and, if so, to what extent the Relevant Dividend Income falls above or below the threshold for the higher rate of income tax or, as the case may be, the additional rate of income tax, the Shareholder's total taxable dividend income for the tax year in question (including the part within the Nil Rate Amount) will be treated as the highest part of the Shareholder's total income for income tax purposes.

2.3 Corporate Shareholders within the charge to UK Corporation Tax

Shareholders within the charge to UK corporation tax which are ''small companies'' (for the purposes of Chapter 2 of Part 9A of the Corporation Tax Act 2009) will not be subject to UK corporation tax on any dividend received from the Company provided certain conditions are met.

Other Shareholders within the charge to UK corporation tax will not be subject to UK corporation tax on dividends received from the Company so long as the dividends fall within an exempt class and certain conditions are met. In general, dividends paid on non-redeemable shares that do not carry any present or future preferential rights to dividends or to the company's assets on its winding up, and dividends paid to a person holding less than 10 per cent. of the issued share capital of the payer (or any class of that share capital), are examples of dividends that fall within an exempt class.

2.4 Chargeable gains

Individuals

A disposal or deemed disposal of Ordinary Shares may give rise to a chargeable gain (or allowable loss) for the purposes of UK capital gains tax, depending upon the Shareholder's circumstances and subject to any available exemption or relief. No indexation allowance will be available to an individual holder of Ordinary Shares in respect of any disposal of Ordinary Shares. However, the capital gains tax annual exemption (which is £11,300 for individuals in the 2017/18 tax year) will be available to exempt any chargeable gain, to the extent it has not already been utilised by the individual Shareholder.

The rate of capital gains tax on share disposals is currently 10 per cent. for individuals who are subject to income tax at the basic rate and 20 per cent. for individuals who are subject to income tax at the higher or additional rates.

Individuals who are temporarily non-resident may, in certain circumstances, be subject to tax in respect of gains realised while they are not resident in the UK on their return to the UK.

Companies

A disposal or deemed disposal of Ordinary Shares may give rise to a chargeable gain (or allowable loss) for the purposes of UK corporation tax, depending on the circumstances and subject to any available exemption or relief. An indexation allowance on the cost of acquiring the Ordinary Shares may be available to reduce the amount of any chargeable gain which would otherwise arise on the disposal, but for these purposes but may not create or increase any allowable loss. The rate of corporation tax is currently 19 per cent.

2.5 UK stamp duty and UK stamp duty reserve tax (''SDRT'')

The following statements are written on the basis that (i) the Company is a body corporate not incorporated in the UK; (ii) the Ordinary Shares are not registered in a register kept in the UK by or on behalf of the Company; and (iii) the Ordinary Shares are not paired with shares issued by a body corporate incorporated in the UK. They are intended as a general guide to the current UK stamp duty and SDRT position, and apply regardless of whether or not a holder of Ordinary Shares is resident in the UK. It should be noted that certain categories of person, including market makers, brokers, dealers, and other specified market intermediaries, are entitled to exemption from stamp duty and SDRT in respect of purchases of securities in specified circumstances.

In practice, no UK stamp duty should need to be paid on an instrument transferring the Ordinary Shares, provided that such instrument is not executed in the UK and the instrument does not relate to any property situate, or to any matter or thing to be done, in the UK.

No SDRT will be payable in respect of any agreement to transfer the Ordinary Shares.

3. UNITED STATES TAXATION

This section describes the material U.S. federal income tax consequences of acquiring, holding and disposing of Ordinary Shares. It applies only to a U.S. Shareholder (as defined below) who acquires its Ordinary Shares in the Offer at the offering price, and holds such Ordinary Shares as capital assets for U.S. federal income tax purposes. This section does not describe the U.S. federal income tax consequences of owning Ordinary Shares for a Shareholder who is a member of a special class of Shareholders subject to special rules, including:

• * a dealer in securities,
• * a trader in securities that elects to use a mark-to-market method of accounting for securities holdings,
• * a tax-exempt organization,
• * an insurance company,
• * a regulated investment company, real estate investment trust, S corporation or other entity taxed as a financial conduit for U.S. federal income tax purposes,
• * a bank or other financial institution,
• * a person liable for the U.S. alternative minimum tax,
• * a person that directly, indirectly or constructively owns 10 per cent. or more of the Company's voting stock,
• * a person that holds Ordinary Shares as part of a straddle or a hedging or conversion transaction,
• * a U.S. Shareholder whose functional currency is not the U.S. dollar or
• * a United States expatriate.

This section is based on the U.S. Tax Code, its legislative history, final, temporary and proposed regulations (together, the ''Regulations''), published rulings and court decisions, as well as the Convention Between the Government of the United States of America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and on Capital Gains, (together with a Protocol, the ''Treaty''), all of which are subject to change, possibly on a retroactive basis.

A Shareholder is a ''U.S. Shareholder'' if such Shareholder is a beneficial owner of Ordinary Shares and such Shareholder is:

• * an individual citizen or resident alien of the United States,
• * a corporation (or other entity taxable as a corporation) created or organised in or under the laws of the United States, any state thereof, or the District of Columbia,
• * an estate whose income is subject to U.S. federal income tax regardless of its source, or
• * a trust, if a United States court can exercise primary supervision over the trust's administration and one or more United States persons are authorised to control all substantial decisions of the trust, or if such trust has a valid election in effect under applicable Regulations to be treated as a United States person.

A Shareholder will be an ''eligible U.S. Shareholder'' if it is a U.S. Shareholder that:

• * is a resident of the United States for purposes of the Treaty;
• * does not maintain a permanent establishment or fixed base in Ireland to which Ordinary Shares are attributable and through which the U.S. Shareholder carries on or has carried on business (or, in the case of an individual, performs or has performed independent personal services); and
• * is otherwise eligible for benefits under the Treaty with respect to income and gain from the Ordinary Shares.

This disclosure does not address any Shareholder that is not a U.S. Shareholder.

The U.S. federal income tax treatment of a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) which is the beneficial owner of Ordinary Shares, will depend upon the status of the partner and the activities of the partnership. A beneficial owner of Ordinary Shares that is a partnership (including the partners in such partnership), is urged to consult its own tax advisors regarding the U.S. federal income and other tax consequences of owning and disposing of the Ordinary Shares.

You are urged to consult your own tax advisor regarding the U.S. federal, state and local and other tax consequences of owning and disposing of Ordinary Shares in your particular circumstances. In particular, you are urged to confirm your status as an eligible U.S. Shareholder with your advisor and to discuss any possible consequences of failing to qualify as an eligible U.S. Shareholder.

This discussion addresses only U.S. federal income taxation. Shareholders are urged to consult their own tax advisors as to potential application of U.S. state and local tax laws, as well as any other U.S. tax laws (such as the estate tax) or other U.S. laws, as well as the laws of Ireland and other non-U.S. laws.

It is possible that the Company would be treated as a ''passive foreign investment company'' or ''PFIC'' for its taxable year that includes the date of the Offer. Additionally, the Company's ability to avoid being treated as a PFIC in subsequent taxable years will depend on conclusions as to the treatment of the Company's assets and gross income for purposes of the PFIC rules in such subsequent taxable years. No representation is made with respect to the Company's status as a PFIC for the taxable year that includes the date of the Offer or any subsequent taxable year. Potential Shareholders should see the discussion under ''—Passive Foreign Investment Company considerations'' below.

3.1 U.S. taxation of dividends

Subject to the passive foreign investment company (''PFIC'') rules discussed below, the gross amount of any dividend the Company pays out of its current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be subject to U.S. federal income taxation for U.S. Shareholders.

Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally will be treated as a non-taxable return of capital to the extent of the U.S. Shareholder's adjusted basis in the Ordinary Shares and thereafter as capital gain; however, since the Company does not intend to maintain books and records in accordance with U.S. tax principles, a U.S. Shareholder will effectively be required to treat all amounts the Company distributes as dividends for U.S. federal income tax purposes. Dividends paid to a noncorporate U.S. Shareholder that constitute ''qualified dividend income'' will be taxable to the noncorporate U.S. Shareholder at a maximum tax rate of 20 per cent. provided that the Ordinary Shares are held for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and such non-corporate U.S. Shareholder meets other holding period requirements, unless the non-corporate U.S. Shareholder takes the dividend income into account as investment income.

In order for the dividends paid by the Company to be treated as qualified dividend income, the Company must not be a PFIC either in the taxable year of the distribution or the preceding taxable year and the Company must be eligible for the benefits of a comprehensive income tax treaty with the United States which the IRS has determined is satisfactory and which includes an exchange of information program. The IRS has determined that the Treaty satisfies these requirements. The Company may be eligible for the benefits of the Treaty if the Ordinary Shares are treated as substantially and regularly traded on the London Stock Exchange, in which case the Company expects that dividends paid will be treated as qualified dividend income for eligible non-corporate U.S. Shareholders. However, if the Ordinary Shares cease to be traded, or are not treated as substantially and regularly traded on the London Stock Exchange, the Company would have to qualify for the benefits of the Treaty under some other provision of the limitation on benefits article of the Treaty in order for dividends we pay to continue to be eligible for treatment as qualified dividend income. Further, no representation is made with respect to the Company's status as a PFIC for the taxable year that includes the date of the Offer or any subsequent taxable year. U.S. Shareholders are urged to consult their own tax advisors as to the qualification of dividends paid by the Company as qualified dividend income.

A U.S. Shareholder must include Irish tax withheld, if any, from any dividend payment received in the gross amount of such dividend even though the U.S. Shareholder does not in fact receive it. Dividends are taxable to a U.S. Shareholder when such dividend is received, actually or constructively. Such dividends will not be eligible for the deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of a dividend distribution that a U.S. Shareholder must include as income will be the U.S. dollar value of the euro payments made, determined at the spot euro/U.S. dollar rate on the date the dividend distribution is includible in U.S. taxable income, regardless of whether the payment is in fact converted into U.S. dollars at this time. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date a dividend is included in U.S. taxable income to the date the euro received is converted into U.S. dollars will be treated as ordinary income or loss, will not be eligible for the special tax rate applicable to qualified dividend income, and will be income or loss from sources within the United States for foreign tax credit limitation purposes.

Subject to certain limitations, Irish tax withheld in accordance with Irish law, including under the Treaty, if any, and paid over to Ireland generally will be creditable or deductible against the U.S. Shareholder's U.S. federal income tax liability, except to the extent refundable by Ireland. Special rules apply in determining the foreign tax credit limitation with respect to certain dividends. To the extent a refund of the tax withheld is available to a U.S. Shareholder under Irish law or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against its United States federal income tax liability. Dividends generally will be income from sources outside the United States, and dividends paid will, depending on a U.S. Shareholder's circumstances, be ''passive'' or ''general'' income which, in either case, is treated separately from other types of income for purposes of computing the allowable foreign tax credit. A U.S. Shareholder may make an election to treat all foreign taxes paid as deductible expenses in computing taxable income, rather than as a credit against tax, subject to generally applicable limitations. Such an election, once made, applies to all foreign taxes paid for the taxable year subject to the election. The rules governing foreign tax credits are complex and, therefore, U.S. Shareholders are urged to consult their own tax advisors to determine whether they are subject to any special rules that may limit their ability to use foreign tax credits and whether or not an election to treat foreign taxes paid as deductions rather than credits would be appropriate based on their particular circumstances.

3.2 U.S. taxation of capital gains

Subject to the PFIC rules discussed below, if a U.S. Shareholder sells or otherwise disposes of its Ordinary Shares, it should recognise capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount that it realises and its adjusted tax basis, determined in U.S. dollars, in its Ordinary Shares. Capital gain of a non-corporate U.S. Shareholder is generally taxed at a maximum rate of 20 per cent. where the U.S. Shareholder has a holding period greater than one year. Such gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of capital losses is subject to certain limitations.

For cash-basis U.S. Shareholders who receive foreign currency in connection with a sale, exchange or other disposition of Ordinary Shares, the amount realised will be based upon the U.S. dollar value of the foreign currency received with respect to such Ordinary Shares as determined on the settlement date of such sale, exchange or other disposition. Accrual-basis U.S. Shareholders may elect the same treatment required of cash-basis taxpayers with respect to a sale, exchange or other disposition of Ordinary Shares, provided that the election is applied consistently from year to year. Such election cannot be changed without the consent of the IRS. Accrual-basis U.S. Shareholders that do not elect to be treated as cash-basis taxpayers (pursuant to the Regulations applicable to foreign currency transactions) for this purpose may have a foreign currency gain or loss for U.S. federal income tax purposes because of differences between the U.S. dollar value of the foreign currency received prevailing on the date of such sale, exchange or other disposition and the value prevailing on the settlement date. Any such currency gain or loss will generally be treated as ordinary income or loss from sources within the United States, and any such currency gain or loss is in addition to the gain or loss, if any, recognised on the sale, exchange or other disposition of Ordinary Shares described in the previous paragraph.

3.3 Passive Foreign Investment Company considerations

In general, for U.S. Shareholders, the Company will be a PFIC with respect to a U.S. Shareholder if for any taxable year in which Ordinary Shares are held:

* at least 75 per cent. of the Company's gross income for the taxable year is passive income within the meaning of the PFIC rules; or

* at least 50 per cent. of the value, determined on the basis of a quarterly average, of the Company's assets is attributable to assets that produce or are held for the production of passive income within the meaning of the PFIC rules.

For purposes of the PFIC rules, passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. For purposes of the PFIC rules, cash is generally treated as an asset which produces passive income. If a foreign corporation owns at least 25 per cent. by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation's income.

Immediately following the Offer, it is expected that an amount substantially in excess of 50 per cent. of the Company's assets will consist of the cash raised in the Offer. As a result, whether or not the Company will be treated as a PFIC for its taxable year that includes the date of the Offer will depend in substantial part on whether and when the Company is able to utilise the cash it receives in the Offer to acquire assets that produce income that is not passive income. However, it is not certain when, or if, the agreements related to the acquisition of the sites described above will close. As a result, it is not certain whether the Company will be able to utilise its cash between the date of the Offer and the end of the Company's taxable year such that the value of the Company's assets attributable to assets that produce passive income would be no more than 50 per cent. of the overall value of the Company's assets, on the basis of a quarterly average for the taxable year that includes the date of the offering. Therefore, it is possible that the Company would be treated as a PFIC for its taxable year that includes the date of the Offer. Additionally, the Company's ability to avoid being treated as a PFIC in subsequent taxable years will depend on conclusions as to the treatment of the Company's assets and gross income for purposes of the PFIC rules in such subsequent taxable years. No representation is made with respect to the Company's status as a PFIC for the taxable year that includes the date of the Offer or any subsequent taxable year. Moreover, Ordinary Shares will be treated as stock of a PFIC with respect to a U.S. Shareholder if the Company is a PFIC at any time during the period in which such U.S. Shareholder holds the Ordinary Shares, even if the Company ceases to be treated as a PFIC, unless certain special elections (described below) are made. U.S. Shareholders are urged to consult their own tax advisors concerning the PFIC rules and their application to the taxable year that includes the date of the Offer as well as to subsequent taxable years.

If the Company is treated as a PFIC, and a U.S. Shareholder does not make certain elections described below, the U.S. Shareholder will be subject to special PFIC tax rules with respect to:

• * any gain realised on the sale or other disposition of its Ordinary Shares; and
• * any excess distribution that the Company makes to the U.S. Shareholder (generally, any distributions during a single taxable year that are greater than 125 per cent. of the average annual distributions received by a U.S. Shareholder in respect of the Ordinary Shares during the three preceding taxable years or, if shorter, the U.S. Shareholder's holding period for the Ordinary Shares).

Under these rules:

• * the gain or excess distribution will be allocated rateably over the U.S. Shareholder's holding period for the Ordinary Shares;
• * the amount allocated to the taxable year in which the U.S. Shareholders realise the gain or excess distribution will be taxed as ordinary income;
• * the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate in effect for that year; and
• * the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such prior year.

Special rules apply for calculating the amount of the foreign tax credit available with respect to excess distributions by a PFIC.

In addition, unless certain U.S. tax elections are made, the Company's subsidiaries (if any) may be treated as PFICs for U.S. federal income tax purposes. U.S. Shareholders of Ordinary Shares will generally be treated as owning an indirect equity interest in any such PFICs (''Lower-Tier PFICs'') and could be subject to certain adverse tax consequences.

If the Company is a PFIC during any year and it owns an indirect interest in any Lower-Tier PFICs during such year, a U.S. Shareholder will be treated as owning directly its proportionate amount (by value) of the Company's direct or indirect interests in the Lower-Tier PFICs. Accordingly, such U.S. Shareholder will be subject to the adverse tax consequences described above with respect to any excess distributions made by such Lower-Tier PFIC, any gain on the disposition by the Company (or another Lower-Tier PFIC) of the Company's (or such Lower-Tier PFIC's) equity interest in such Lower-Tier PFIC treated as indirectly realised by such U.S. Shareholder, and any gain treated as indirectly realised by such U.S. Shareholder on the disposition of its ownership of the Ordinary Shares which may arise even if such U.S. Shareholder realise an overall net loss on such disposition. Such amount will not be reduced by the Company's expenses or losses, but any income recognised may increase such U.S. Shareholder's tax basis in its Ordinary Shares. Furthermore, any gain realised on the direct or indirect disposition by a U.S. Shareholder of an interest in a Lower-Tier PFIC will not be able to be offset by any loss realised on the direct or indirect disposition of other Lower-Tier PFICs.

Accordingly, U.S. Shareholders should be aware that they could be subject to tax even if no distributions from the Company are received and no redemptions or other dispositions of Ordinary Shares are made. The Company does not expect to be able to provide U.S. Shareholders with the information that would be necessary to calculate the amount, if any, of such tax that may be due.

If the Company is treated as a PFIC for any taxable year with respect to a U.S. Shareholder and a QEF election or a mark-to-market election (as described below) is not in effect, such U.S. Shareholder may be able to make a deemed sale election if the Company ceases to be treated as a PFIC in subsequent taxable years. The effect of the deemed sale is generally to ''purge'' the Company's stock of its characterisation as stock of a PFIC, and thereafter, such Company stock generally would not be treated as stock of a PFIC with respect to such U.S. Shareholder, provided that the Company does not become a PFIC again in a subsequent taxable year. Upon making a deemed sale election with respect to the Company's stock, generally such electing U.S. Shareholder would be treated as having sold all of such U.S. Shareholder's stock in the Company for its fair market value on the last day of the Company's last taxable year during which the Company was treated as a PFIC, and such deemed sale generally would be treated as a taxable disposition that is subject to the PFIC tax rules described above. The U.S. Shareholder's holding period in the non-PFIC Ordinary Shares is treated as beginning on the day following the deemed sale for purposes of the PFIC provisions.

The special PFIC tax rules described above will not apply to a U.S. Shareholder that makes a qualified electing fund or ''QEF'' election, and the Company provides certain required information to such electing U.S. Shareholder. The Company does not intend to provide U.S. Shareholders with such information as may be required to make a QEF election effective.

In addition, the special PFIC tax rules described above will not apply to a U.S. Shareholder that owns Ordinary Shares in a PFIC that are treated as marketable stock, if such U.S. Shareholder makes a mark-to-market election with respect to such Ordinary Shares. There is currently no guidance as to whether any particular foreign exchange should be treated as a ''qualified exchange or other market,'' so there can be no certainty as to whether Ordinary Shares that trade only on foreign exchanges should be treated as ''marketable stock.'' In addition, the Company makes no representation as to whether the Ordinary Shares will satisfy the applicable trading requirements. Indirect interests in Lower-Tier PFICs are not expected to qualify as ''marketable stock,'' and the mark-to-market election is not expected to be available with respect to such indirect interests. In general, a U.S. Shareholder that makes this election will include as ordinary income each year the excess, if any, of the fair market value of its Ordinary Shares at the end of the taxable year over its adjusted basis in its Ordinary Shares. These amounts of ordinary income will not be eligible for the favourable tax rates applicable to qualified dividend income or long-term capital gains. Such U.S. Shareholder will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Ordinary Shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-tomarket election). Gains from an actual sale or other disposition of the Ordinary Shares by such U.S. Shareholder will be treated as ordinary income, and any losses incurred on a sale or other disposition of the Ordinary Shares will be treated as an ordinary loss to the extent of any net mark-to-market gains previously included, and any remaining loss on the sale of Ordinary Shares will be treated as capital loss. Once made, the mark-to-market election cannot be revoked without the consent of the IRS unless the Ordinary Shares cease to be marketable. The basis in Ordinary Shares of a U.S. Shareholder that makes a mark-to-market election will be adjusted to reflect any such income or loss amounts. For purposes of this rule, if a U.S. Shareholder makes a mark-tomarket election with respect to its Ordinary Shares, it will be treated as having a new holding period in its Ordinary Shares beginning on the first day of the first taxable year beginning after the last taxable year for which the mark-to-market election applies.

Notwithstanding any elections made with regard to the Ordinary Shares, dividends received from the Company will not constitute qualified dividend income if the Company is a PFIC either in the taxable year of the distribution or the preceding taxable year. Dividends received that do not constitute qualified dividend income are not eligible for taxation at the 20 per cent. maximum rate applicable to qualified dividend income. Instead, a U.S. Shareholder must include the gross amount of any such dividend paid by the Company out of the Company's accumulated earnings and profits (as determined for U.S. federal income tax purposes) in its gross income, and it will be subject to tax at rates applicable to ordinary income.

If the Company were to be treated as a PFIC for any taxable year, a U.S. Shareholder would be required to file an annual report for that taxable year on IRS Form 8621 ''Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund.'' U.S. Shareholders are urged to consult their own tax advisors concerning the filing of IRS Form 8621 ''Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund.''

3.4 Net Investment Income Tax

An additional 3.8 per cent. tax is generally imposed on the ''net investment income'' of certain noncorporate U.S. Shareholders, and on the undistributed ''net investment income'' of certain estates and trusts, in each case, whose income exceeds certain thresholds. Among other items, ''net investment income'' generally includes gross income from dividends paid on the Ordinary Shares, and certain net gain from the sale or other taxable disposition of the Ordinary Shares, less certain deductions. This tax applies whether or not the Company is a PFIC. U.S. Shareholders are urged to consult their own tax advisors concerning the potential effect, if any, of this tax on holding its Ordinary Shares in its particular circumstances.

3.5 Backup withholding and information reporting

In general, dividends on Ordinary Shares, and payments of the proceeds of a sale, exchange or other disposition of Ordinary Shares, paid to a U.S. Shareholder within the United States or through certain United States-related financial intermediaries, are subject to information reporting and may be subject to backup withholding at a rate currently equal to 28 per cent. unless the holder is a corporation or other exempt recipient, or provides an accurate taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. U.S. Shareholders who are required to establish their exempt status must provide such certification on IRS Form W-9.

Backup withholding is not an additional tax. A shareholder generally will be allowed a credit of the amount of any backup withholding against its United States federal income tax liability or may obtain a refund of any amounts withheld under the backup withholding rules that exceed the shareholder's income tax liability by timely filing a refund claim with the IRS.

3.6 Disclosure of information with respect to foreign financial assets

U.S. return disclosure obligations (and related penalties for failure to disclose) apply to certain noncorporate U.S. Shareholders who hold specified foreign financial assets if the total value of all such assets is more than US\$50,000 on the last day of the tax year or more than US\$75,000 at any time during the tax year. The definition of specified foreign financial assets may include the Ordinary Shares. U.S. Shareholders are urged to consult their own tax advisors regarding the application of these disclosure obligations. U.S. Shareholders may be required to make various tax filings with respect to their investments in the Ordinary Shares, including, among others, IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation).

U.S. Shareholders are urged to consult their own tax advisors concerning any obligation that they may have to furnish information to the Internal Revenue Service as a result of holding the Ordinary Shares.

PART X

ADDITIONAL INFORMATION

1. CONSENT AND RESPONSIBILITY

• 1.1 The Directors, whose names, functions and addresses appear on page 47 of this Prospectus, and the Company, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company (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 does not omit anything likely to affect the import of such information.
• 1.2 Knight Frank is a professional real estate services firm licensed by the Property Services Regulatory Authority in Ireland (registration number 001266) and members of the firm are registered with the Royal Institution of Chartered Surveyors and Society of Chartered Surveyors Ireland. Knight Frank has given and not withdrawn its written consent to the inclusion in this Prospectus of its Valuer's Report (or extracts from its Valuer's Report) and to references to its Valuer's Report and to its role as a Valuer (with reference to itself) in the Prospectus in the form and context in which they appear. Knight Frank authorises, and accordingly takes responsibility for, the contents of its Valuer's Report and confirms that the information contained in its Valuer's Report is, to the best of its knowledge and having taken all reasonable care to ensure that is the case, in accordance with the facts and contains no omission likely to affect its import.
• 1.3 Lisney is a professional real estate services firm licensed by the Property Services Regulatory Authority in Ireland (registration number 001848) and members of the firm are registered with the Royal Institution of Chartered Surveyors and Society of Chartered Surveyors Ireland. Lisney has given and not withdrawn its written consent to the inclusion in this Prospectus of its Valuer's Report (or extracts from its Valuer's Report) and to references to its Valuer's Report and to its role as a Valuer (with reference to itself) in the Prospectus in the form and context in which they appear. Lisney authorises, and accordingly takes responsibility for, the contents of its Valuer's Report and confirms that the information contained in its Valuer's Report is, to the best of its knowledge and having taken all reasonable care to ensure that is the case, in accordance with the facts and contains no omission likely to affect its import.

2. THE COMPANY AND THE GROUP

• 2.1 The Company is a public limited company and was incorporated and registered in Ireland on 9 August 2017 as a private company limited by shares under the Companies Act 2014. On 13 September 2017, the Company was converted into a public limited company. The Company is domiciled in Ireland. The principal legislation under which the Company operates is the Companies Act 2014, and regulations and statutory instruments made under the Companies Act 2014. The Company's legal and commercial name is Glenveagh Properties PLC.
• 2.2 The registered office of the Company is at 25-28 North Wall Quay, Dublin 1, D01 H104, Ireland, which is also the business address of the Directors and the Senior Management Team. The Company's website is www.glenveagh.ie and its telephone number is +353 1 610 6546.
• 2.3 The Company is not regulated by any financial services regulator. With effect from Admission the Company will be subject to the Irish Listing Rules and the Transparency Regulations and Rules (and the resulting jurisdiction of the CBI) and to the extent such rules apply to non-UK companies with a standard listing pursuant to Chapter 14 of the UK Listing Rules, the UK Listing Rules and the Disclosure Guidance and Transparency Rules (and the resulting jurisdiction of the UKLA).

2.4 On Admission, the Company will be the parent company of the Group. On Admission, the Company will, subject to completion occurring under the Braddington Acquisition Agreement, the Share for Share Exchange Agreement and the Greystones Devco Acquisition Agreement, have the following subsidiaries:

Name and registered number	Date of Incorporation	Address of registered office	Principal Activity	Country of incorporation, registration and residence	Percentage ownership interest and voting power
Glenveagh Holdings Limited (611313)	11 September 2017	25-28 North Wall Quay, Dublin 1	Holding company	Ireland	100 per cent.
Greystones Devco Limited (565564)	24 July 2015	25-28 North Wall Quay, Dublin 1	Development and Selling of Real Estate	Ireland	100 per cent.
Bridgedale Contracting Limited (342693)	4 May 2001	Unit 11 Block F Maynooth Business Campus, Straffan Road, Maynooth, Co Kildare	Holding company	Ireland	100 per cent.
Glenveagh Living Limited (610609)	29 August 2017	25-28 North Wall Quay, Dublin 1	Housing delivery	Ireland	100 per cent.
Bridgedale Homes Limited (368093)	3 March 2003	Unit 11 Block F Maynooth Business Campus, Straffan Road, Maynooth, Co Kildare	General Construction of Buildings and Civil Engineering Works	Ireland	100 per cent.
Braddington Developments Limited (592238)	1 November 2016	Balrath, Delvin, Country Westmeath	Holding company	Ireland	100 per cent.
Feathermist Limited (583092)	24 November 2016	Unit 11 Block F Maynooth Business Campus, Straffan Road, Maynooth, Co Kildare	Holding company	Ireland	100 per cent.

3. SHARE AND LOAN CAPITAL

• 3.1 As at the date of this Prospectus, the Board is authorised to allot Ordinary Shares or to grant rights to subscribe for (or to convert any security into) Ordinary Shares up to an aggregate nominal value of e887,174.17. The Offer Shares, the Consideration Shares and the Ordinary Shares to be issued pursuant to the Bridgedale Individuals Offer and, pursuant to separate subscription arrangements, to Lady Barbara Judge CBE, Richard Cherry, Robert Dix, Durrow Ventures and John Mulcahy will be issued pursuant to a resolution of the Board dated 9 October 2017 and as provided for in the Articles.
• 3.2 On incorporation, one (1) Ordinary Share of nominal value e0.001 was issued fully paid to Justin Bickle.
• 3.3 Since incorporation the share capital of the Company has changed as follows:
• (A) pursuant to a Board resolution dated 11 August 2017, 200,000,999 Ordinary Shares of nominal value e0.001 each were issued fully paid up to the Founders as follows:
• (i) Justin Bickle 90,000,449
• (ii) Stephen Garvey 90,000,450

• (iii) John Mulcahy 20,000,100.

• (B) pursuant to a Shareholder resolution dated 17 August 2017, the authorised share capital of the Company was set at e1,400,000.00 divided into 1,000,000,000 Ordinary Shares of nominal value e0.001 each, 200,000,000 Founder Shares of nominal value e0.001 each and 200,000,000 Deferred Shares of nominal value e0.001 each;

• (C) pursuant to a Shareholder resolution dated 17 August 2017, 90,000,000 of the Ordinary Shares of nominal value e0.001 each registered in the name of Justin Bickle were redesignated as 90,000,000 Founder Shares of e0.001 nominal value each;
• (D) pursuant to a Shareholder resolution dated 17 August 2017, 90,000,000 of the Ordinary Shares of nominal value e0.001 each registered in the name of Stephen Garvey were redesignated as 90,000,000 Founder Shares of e0.001 nominal value each; and
• (E) pursuant to a Shareholder resolution dated 17 August 2017, 20,000,000 of the Ordinary Shares of nominal value e0.001 each registered in the name of John Mulcahy were redesignated as 20,000,000 Founder Shares of e0.001 nominal value each.
• 3.4 On 20 September 2017, the directors of the Company resolved by written resolution to consent to the proposed transfer by Justin Bickle of all his Founder Shares to Durrow Ventures. On 29 September 2017, Justin Bickle transferred the beneficial ownership of all of his Founder Shares to Durrow Ventures.
• 3.5 The following table shows the issued and fully paid share capital of the Company as at the Latest Practicable Date and the expected issued and fully paid share capital of the Company immediately following Admission (assuming that the Offer is fully subscribed and that there is no exercise of the Over-allotment Option):

Class of shares	Nominal value	Issued (fully paid) as at Latest Practicable Date	Issued (fully paid) on Admission
Ordinary Shares	e0.001 each	1,000	617,049,000
Founder Shares	e0.001 each	200,000,000	200,000,000

• 3.6 The Ordinary Shares have been created under the Companies Act 2014 and in accordance with the Articles and are denominated in euro. The Company does not have in issue any securities not representing share capital, and all shares in the capital of the Company are fully paid up.
• 3.7 The Company has agreed to issue 121,000 Ordinary Shares at the Offer Price conditional upon Admission in connection with the Bridgedale Individuals Offer.
• 3.8 Save as disclosed in section 8 of Part II ''Information on the Group'', sections 1 and 8 of Part VIII ''The Offer'' and sections 9.2 and 15 of Part X ''Additional information'', as at the date of this Prospectus, no commissions, discounts, brokerages or other special terms have been granted by the Company or any other member of the Group in connection with the issue or sale of any share or loan capital of the Company or any other member of the Group.
• 3.9 On Admission, no share or loan capital of the Company or any other member of the Group will be under option or has been agreed conditionally or unconditionally to be put under option.
• 3.10 The Ordinary Shares are freely transferable, subject to selling and transfer restrictions under the relevant laws of certain jurisdictions applicable to the transferor or transferee and subject to restrictions contained in the Articles on transfers of Ordinary Shares to Non-Qualified Holders as set out in more detail in sections 5.15 and 5.16 of this Part X ''Additional information''.

Authorities Relating to the Ordinary Shares

• 3.11 See section 5.2 of this Part X ''Additional information'' in respect of the Directors' authority to issue Ordinary Shares.

• 3.12 Pursuant to ordinary and special resolutions passed by way of written resolution of the Shareholders on 9 October 2017, it was resolved:

• (1) that without prejudice to or limitation of any power and authority granted under the resolution set out in section 3.12(3) below, the Directors be and are generally and unconditionally authorised, pursuant to Section 1021 of the Companies Act 2014, to exercise all of the powers of the Company to allot and issue all relevant securities of the Company (within the meaning of the said Section 1021) up to an aggregate nominal amount of e667,048.00. The authority hereby conferred shall commence at the time of the passing of this resolution and shall expire at the close of business on the date which is 35 days after the day of Admission, unless and to the extent that such power is previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of the authority conferred by this resolution which would or might require relevant securities to be allotted and issued after such authority has expired, and the Directors may allot and issue relevant securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired;

• (2) that, subject to and conditional on the passing of the resolution set out in section 3.12(1) above, and in addition and without prejudice to or limitation of any power and authority granted under the resolutions set out in section 3.12(4) and section 3.12(5) below, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014 the Directors be and are empowered to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by the resolution set out in section 3.12(1) above as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment provided the aggregate nominal value of any equity securities which may be allotted under this authority may not exceed e667,048.00, such power to be effective from the time of passing of this resolution and shall expire at the close of business on the date which is 35 days after the date of Admission unless and to the extent that such power is renewed, revoked, or extended prior to such date but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired;
• (3) that, without prejudice to or limitation of any power and authority granted under the resolution set out in section 3.12(1) above, the Directors be and are generally and unconditionally authorised, pursuant to Section 1021 of the Companies Act 2014, to exercise all of the powers of the Company to allot and issue all relevant securities of the Company (within the meaning of the said Section 1021) up to an aggregate nominal amount of e220,126.17. Such authority shall commence at the time of the passing of this resolution and shall expire at the conclusion of the next AGM after the passing of this resolution or at the close of business on the date which is 15 calendar months after the date of passing this resolution, whichever is earlier, unless and to the extent that such power is previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of the authority conferred by this resolution which would or might require relevant securities to be allotted and issued after such authority has expired, and the Directors may allot and issue relevant securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired;
• (4) that, subject to and conditional on the passing of the resolution set out in section 3.12(3) above, and in addition and without prejudice to or limitation of any power and authority granted under resolutions set out in section 3.12(2) above and section 3.12(5) below, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014 the Directors be and are empowered to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by the resolution set out in section 3.12(1) above as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effective from the time of passing of this resolution and shall expire at the conclusion of the next AGM after the passing of this resolution or at the close of business on the date which is 15 calendar months after the date of passing this resolution (whichever is earlier), unless and to the extent that such power is renewed, revoked, or extended prior to such date but in each case, prior to its expiry the

Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and such power being limited to:

• (a) the allotment of equity securities in connection with any offer of securities, open for a period fixed by the Directors, by way of rights issue, open offer or other invitation to or in favour of the holders of ordinary shares of the Company and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any Company employee share schemes or share incentive plans then in force) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may reasonably be) to the respective number of ordinary shares of the Company held by them and subject thereto to the allotment in any case by way of placing or otherwise of any securities not taken up in such issue or offer to such persons as the Directors may determine; and; generally, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems (including dealing with any fractional entitlements and/or arising in respect of any overseas shareholders) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory; and/or
• (b) the allotment of equity securities up to a maximum aggregate nominal value of the lower of (i) e33,352.45 and (ii) 5 per cent. of the aggregate nominal value of the issued ordinary share capital of the Company at close of business on the day of Admission, or if any further share issuances of ordinary shares of the Company occur within the period of 35 days of the date of Admission, the aggregate nominal value of 5 per cent. of the issued ordinary share capital of the Company at the conclusion of such period; and/or
• (c) the allotment of equity securities pursuant to any Company employee share schemes or share incentive plans then in force;

• (5) that, subject to and conditional on the passing of the resolution set out in section 3.12(3) above, and in addition and without prejudice to or limitation of any power and authority granted under the resolutions set out in section 3.12(2) and section 3.12(4) above, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014 the Directors be and are hereby empowered to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by the resolution set out in section 3.12(3) above as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effective from the time of passing of this resolution and shall expire at the conclusion of the next AGM after the passing of this resolution or the close of business on the date which is 15 calendar months after the date of passing this resolution (whichever is earlier), unless and to the extent that such power is renewed, revoked, or extended prior to such date but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and such power being limited to the allotment of equity securities up to a maximum aggregate nominal value of the lower of (i) e33,352.45 and (ii) 5 per cent. of the aggregate nominal value of the issued ordinary share capital of the Company at close of business on the day of Admission, or if any further share issuances of ordinary shares of the Company occur within the period of 35 days of the date of Admission, the aggregate nominal value of 5 per cent. of the issued ordinary share capital of the Company at the conclusion of such period; and used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying the Pre-Emption Rights most recently published by the Pre-Emption Group and in effect prior to the date of the passing of this resolution;

• (6) that, pursuant to Section 1074 of the Companies Act 2014, the Company and any subsidiary of the Company be and they are each generally authorised to make market purchases and overseas market purchases (in each case as defined by Section 1072 of that Act) of ordinary shares in the capital of the Company on such terms and conditions and in such manner as the Directors may determine from time to time; but subject however to the provisions of that Act and to the following restrictions and provisions:

• (a) the maximum number of ordinary shares of the Company authorised to be acquired shall not exceed the lower of (i) e33,352.45 and (ii) 5 per cent. of the aggregate nominal value of the issued ordinary share capital of the Company at close of business on the day of Admission (as defined in the resolution set out in section 3.12(1) above), or if any further share issuances of ordinary shares of the Company occur within the period of 35 days of the date of Admission, the aggregate nominal value of 5 per cent. of the issued ordinary share capital of the Company at the conclusion of such period;
• (b) the minimum price (excluding expenses) which may be paid for any ordinary share shall be an amount equal to the nominal value thereof;
• (c) the maximum price (excluding expenses) which may be paid for any ordinary share shall be the lower of:
  • (i) 5 per cent. above the higher of the average of the closing prices of the Company's ordinary shares taken from the Irish Stock Exchange Daily Official List and the average of the closing prices of the Company's ordinary shares taken from the London Stock Exchange Daily Official List, in each case for the five business days prior to the day the purchase is made (the ''Market Purchase Appropriate Price'') or if on any such business day (in Dublin and in London, respectively, as the case may be) there shall be no dealing in the Company's ordinary shares on the trading venue(s) where the purchase is carried out or a closing price is not otherwise available, the Market Purchase Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable; and
  • (ii) the amount stipulated by Article 3(2) of Commission Delegated Regulation (EU) 2016/1052 relating to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures (being the value of an ordinary share calculated on the basis of the higher of the price quoted for: (i) the last independent trade, and (ii) the highest current independent purchase bid for, any number of the Company's ordinary shares on the trading venue(s) where the purchase pursuant to the authority conferred by this resolution will be carried out);
• (d) such authority shall expire at the conclusion of the next AGM after the date of passing this resolution or at the close of business on the date which is 15 calendar months after the date of passing this resolution (whichever is earlier), unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 1074 of the Companies Act 2014; and
• (e) the Company may, before such expiry, enter into a contract for the purchase of the Company's ordinary shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired;
• (7) that, for the purposes of Section 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by Section 106 of that Act) for the time being held by the Company may be re-allotted off-market shall be as follows:
• (a) the maximum price (excluding expenses) at which a treasury share may be reallotted off-market shall be an amount equal to 120 per cent. of the Treasury Share Appropriate Price; and
• (b) the minimum price (excluding expenses) at which a treasury share may be reallotted off-market shall be the nominal value of the share where such share is required to satisfy an obligation under an employee share scheme (as defined in the Main Securities Market Listing Rules issued by the Irish Stock Exchange)

operated by the Company, or in all other cases shall be an amount equal to 95 per cent. of the Treasury Share Appropriate Price (provided always that no treasury share shall be issued at a price lower than its nominal value); and

(c) for the purposes of sub-paragraphs (a) and (b), the expression ''Treasury Share Appropriate Price'' shall mean the lower of the average of the closing prices of the Company's ordinary shares taken from the Irish Stock Exchange Daily Official List and the average of the closing prices of the Company's ordinary shares taken from the London Stock Exchange Daily Official List, in each case for the five business days (in Dublin and in London, respectively, as the case may be) prior to the day the re-allotment is made, or if on any business day there shall be no dealing in the Company's ordinary shares on the trading venue or a closing price is not otherwise available, the Treasury Share Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable.

The authority hereby conferred shall expire at the conclusion of the next AGM after the date of passing this resolution or at the close of business on the date which is 15 calendar months after the date of passing this resolution (whichever is earlier), unless previously varied, revoked or renewed by special resolution. The Company may before such expiry make a contract for the re-allotment of treasury shares which would or might be wholly or partly executed after such expiry and may make a re-allotment of treasury shares pursuant to any such contract as if the authority hereby conferred had not expired

3.13 No person has any preferential subscription rights for any share capital of the Company.

4. FOUNDER SHARES

• 4.1 Pursuant to a resolution of the Company passed on 17 August 2017, 200,000,000 issued Ordinary Shares (originally issued at par (e0.001 per Ordinary Share)) were converted into 200,000,000 Founder Shares. The Founder Shares are held by John Mulcahy (who holds 10 per cent. of the Founder Shares in issue), Justin Bickle (who holds 45 per cent. of the Founder Shares in issue, which are beneficially owned by Durrow Ventures) and Stephen Garvey (who holds 45 per cent. of the Founder Shares in issue). Founder Shares (which may be converted into Ordinary Shares or redeemed for cash) entitle the holders to participate in the return to Shareholders over the five years following Admission, subject to satisfaction of the Performance Condition, being the achievement of a compound rate of return of 12.5 per cent. per annum, in the price of the Ordinary Shares.
• 4.2 The Founder Shares may be transferred by the holders to any other holder of Founder Shares and to the holders' spouses, children (and their children) and family trusts, or after the first anniversary of Admission to other persons approved by the Board (a ''Permitted Transferee'').

Performance Condition

• 4.3 The Performance Condition will be initially tested over the first Test Period and it will then be measured again over the four subsequent Test Periods.
• 4.4 The Performance Condition is that for a period of 15 or more consecutive Trading Days during the relevant Test Period, the Closing Price exceeds such price as is derived by increasing the Adjusted Issue Price by 12.5 per cent. for each Test Period starting with the first in 2018 and ending with the last in 2022, such increase to be on a compound basis. The Performance Condition is tested annually.
• 4.5 The Test Periods are:
• (A) (in the case of the first Test Period), the period between 1 March 2018 and 30 June 2018; and

• (B) thereafter, each Test Period shall be the period between 1 March and 30 June in each subsequent year and so that the final Test Period shall be the period between 1 March 2022 and 30 June 2022.

• 4.6 In calculating whether the Performance Condition is satisfied during any Test Period, any dividends declared or distributions made in the 12 months ending at the end of the relevant Test Period are added to the Closing Price.

• 4.7 If the Performance Condition in respect of a given Test Period has been satisfied, the Founder Shares are convertible into Ordinary Shares or redeemable as described below. If the Performance Condition in respect of a given Test Period is not satisfied, the Founder Share Value (as defined below) shall be zero and the Founder Shares shall not be eligible for conversion or redemption in respect of that Test Period as described below.

Conversion and redemption of Founder Shares

• 4.8 If the Performance Condition is satisfied, the Company may elect within 20 Business Days of the date on which the satisfaction of the Performance Condition was notified to the holders of Founder Shares, to convert Founder Shares into such number of Ordinary Shares which, at the Highest Average Closing Price of an Ordinary Share during the Test Period, have an aggregate value equal to the Founder Share Value. The ''Founder Share Value'' shall be calculated as 20 per. cent of the Total Shareholder Return in the periods described below.
• 4.9 The Total Shareholder Return is calculated as the sum of the increase in market capitalisation plus dividends or other distributions and returns of capital made (but excluding the value of any Founder Shares which have been redeemed) in each case in the relevant period, being (i) the first time the Performance Condition is satisfied, the period from Admission to the Test Period in which the Performance Condition is first satisfied; and (ii) for subsequent Test Periods, the period from the end of the previous Test Period in respect of which Founder Shares were last converted or redeemed to the Test Period in which the Performance Condition is next satisfied. In each Test Period, the increase in market capitalisation is calculated by reference to the Highest Average Closing Price. The effect of this is that the calculation of Total Shareholder Return rebases to a ''high watermark'' equal to the market capitalisation used to calculate the most recent conversion or redemption of Founder Shares, so that the Founders only receive 20 per cent. of the incremental increase in Total Shareholder Return since the previous conversion or redemption (or, in respect of the first time the Performance Condition is satisfied, since Admission).
• 4.10 The calculation of Founder Share Value is made without reference to the 12.5 per cent. per annum hurdle so that once the Performance Condition is satisfied, the holders of Founder Shares are entitled to share in 20 per cent. of the Total Shareholder Return, not just that element of Total Shareholder Return above the hurdle contained in the Performance Condition.
• 4.11 Rather than convert the Founder Shares into Ordinary Shares, the Board may elect (subject to compliance with the Companies Act 2014 and provided the Company has sufficient distributable reserves to do so) to redeem such Founder Shares for payment of a cash equivalent to that holder of Founder Shares. If the Board does not elect to either convert or redeem the Founder Shares within 20 Business Days of the date on which the Performance Condition was calculated and notified to the holders of Founder Shares, such holders shall have the right to require the Company to either convert their Founder Shares into Ordinary Shares, or to redeem their Founder Shares for a cash equivalent.

Change of Control

4.12 In the event of a Change of Control of the Company at any time prior to 30 June 2022 which results in an offer to all holders of Shares, if the Performance Condition has been satisfied (in this case the Performance Condition is that the Change of Control Price minus the Initial Market Capitalisation (plus dividends and distributions made) is equal to or greater than the amount by which the Initial Market Capitalisation would have increased if it had increased at 12.5 per cent. per annum compounded annually on each 30 June), and such offer becomes unconditional in all respects, the Founder Shares shall convert into such number of Ordinary Shares which, at such offer price, have an aggregate value equal to his relative proportion of 20 per cent. of the Total Shareholder Return (calculated by reference to the Change of Control Price plus dividends and distributions made) between Admission and the Change of Control (less the value of any Ordinary Shares (at their original conversion or redemption price)) which have previously been converted or redeemed.

Conversion and cancellation

4.13 If the Performance Condition has not been satisfied following the fifth Test Period then the Founder Shares shall automatically convert to Deferred Shares, following which the Deferred Shares may be acquired by the Company for a nominal sum and cancelled.

Disqualified Founder provisions

4.14 In the event that a Founder (i) is convicted on indictment of any offence under the Companies Act 2014 in relation to a company or an offence involving fraud or dishonesty, (ii) breaches a non-compete obligation in his Lock-up Agreement or (iii) transfers an interest in Founder Shares to any person other than a Permitted Transferee, the Company will be able to acquire all of his Founder Shares for nil consideration. If a Founder ceases to be a Director or employee of the Group and these limited circumstances do not apply, he will retain his Founder Shares.

Other rights and restrictions of the Founder Shares

• 4.15 Founder Shares have no voting rights (save in relation to a resolution to wind up the Company or to authorise the Directors to issue further Founder Shares).
• 4.16 The Founder Shares will not be listed.
• 4.17 Founder Shares do not entitle their holders to receive dividends.
• 4.18 Founder Shares will be eligible to participate in any return of capital on a winding up of the Company (but in this case the Performance Condition is that the liquidation distribution minus the Initial Market Capitalisation (plus dividends and distributions made from Admission) is equal to or greater than the amount by which the Initial Market Capitalisation would have increased if it had increased at 12.5 per cent. per annum compounded annually on each 30 June).
• 4.19 In the event of a consolidation or subdivision of Ordinary Shares, any allotment of Ordinary Shares on capitalisation of profits or reserves or following any equity issue (other than pursuant to a share scheme or scrip dividend), the Directors shall be entitled to adjust the parameters of certain elements of the terms of the Founder Shares described above (for example, the Total Shareholder return or Performance Condition) to negate the economic effect of such event on the Founder Shares.

5. ARTICLES AND MEMORANDUM OF ASSOCIATION OF THE COMPANY

Memorandum of Association

5.1 The Memorandum of Association provides that the Company's objects are, among other things, to carry on the business of a property investment company and the business of property development and to do all such things deemed incidental or conducive to the attainment of this object. The objects of the Company are set out in full in the Memorandum of Association.

Articles of Association

Issuing Shares

• 5.2 Subject to the Articles and to the provisions of the Companies Act 2014, the unissued shares of the Company (whether forming part of the original or any increased capital) are at the disposal of the Board. On the allotment and issue of any shares, the Directors may impose restrictions on the transfer or disposal of such shares as may be considered by the Directors to be in the best interests of the Company.
• 5.3 Pre-emption rights in respect of equity offerings for cash under the Companies Act 2014 may be disapplied by shareholder resolution.

Lien and Forfeiture

5.4 The Company has a first and paramount lien on every share (not being a fully paid share) for all monies payable to the Company (whether presently payable or not) in respect of that share. Subject to the terms of allotment, the Board may make calls on the Shareholders in respect of any monies unpaid on their shares. The Board may give not less than 14 clear days' notice requiring payment of the amount due. If a payment is not made when due and payable, the person from whom such amount is due shall be liable to pay interest on the amount unpaid from the day it became due until it is paid (at the rate fixed by the terms of the allotment or in the notice of the call, or at the appropriate rate (as defined by the Companies Act 2014) if no such rate is fixed). If that notice is not complied with, a further notice (giving a further 14 clear days' notice) may be sent by the Board. If this further notice is not complied with, any share in respect of which it was sent may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the Board. The forfeiture shall include all dividends or other monies payable in respect of the forfeited share which are outstanding in respect of the forfeited share.

Variation of Share Capital and Variation of Rights

Increase of capital

5.5 The Company, by ordinary resolution, may increase the share capital by such sum, to be divided into shares of such amount, as such ordinary resolution shall prescribe.

Consolidation, sub-division and cancellation of capital

5.6 The Company, by ordinary resolution, may consolidate and divide all or any of its share capital into shares of larger amount; subject to the provisions of the Companies Act 2014, subdivide its shares, or any of them, into shares of smaller amount, so however that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived (and so that the ordinary resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have, as compared with the others, any such preferred, deferred or other rights or be subject to any such restrictions as the Company is empowered to attach to unissued or new shares); or cancel any shares which, at the date of the passing of the ordinary resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled.

Variation of rights

5.7 Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the holders of 75 per cent. in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up.

Reduction of capital

5.8 The Company, by special resolution, may reduce its share capital, any capital redemption reserve fund or any share premium account in any manner subject to certain procedures and restrictions set out in the Companies Act 2014. Unless otherwise provided by the terms of issue and without prejudice to the rights attached to any share to participate in any return of capital, the rights, privileges, limitations and restrictions attached to any share shall be deemed not to be varied, altered or abrogated by a reduction in any share capital ranking as regards participation in the profits and assets of the Company pari passu with or after that share.

Ordinary Shares

5.9 Ordinary Shares carry a right to attend and vote at any general meeting of the Company, a right to participate in a winding up and a right to receive a dividend.

Deferred Shares

5.10 The Deferred Shares of e0.001 each are non-voting shares without any entitlement to a dividend, except that each holder of Deferred Shares has the right to receive e1 in aggregate for every e100,000,000 paid to the holders of Ordinary Shares. The Founder Shares shall automatically convert to Deferred Shares on a one to one basis in circumstances where: (i) after 30 June 2022, the Performance Condition has not been satisfied; and (ii) in the event of a Change of Control at any time prior to 30 June 2022, the Performance Condition has not been satisfied or has been satisfied and Founder Shares remain after satisfaction of the conversation of sufficient Founder Shares to meet the Founders' conversion entitlements.

Transfer of Shares

Form of instrument of transfer

• 5.11 Subject to such of the restrictions of the Articles and to such of the conditions of issue of transfer as may be applicable, the shares of any Shareholder may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve. Title to any shares in the Company may be evidenced without a share certificate or certificates, and title to any shares in the Company may be transferred by means of a computer-based system and procedure (or any other appropriate system and procedures) which, inter alia, enable title to shares to be transferred without a written instrument, in each case in accordance with regulations made from time to time under Section 1086 of the Companies Act 2014 or in accordance with any other statutory provisions or regulations having similar effect. The instrument of transfer of any share shall be executed by or on behalf of the transferor, and, to the extent required by the Companies Act 2014, by the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof.
• 5.12 The Directors in their absolute discretion and without assigning any reason therefor may decline to register:
• (a) any transfer of a share which is not fully paid; or
• (b) any transfer to or by a minor or person who is adjudged by any competent court or tribunal or determined in accordance with the Articles, not to possess an adequate decision-making capacity; or
• (c) any transfer by any person to whom a Transfer Notice has been given under Article 5(f)(i);
• (d) any transfer which is a 'restricted transfer' (as defined in article 66 of the Articles) under article 66 of the Articles;

provided that in the case of shares which are admitted to listing on the Irish Stock Exchange or the London Stock Exchange, the refusal to register the transfer does not prevent dealings in the shares from taking place on an open and proper basis.

• 5.13 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 (as defined in Article 1 of the Articles)); and
• (b) the instrument of transfer is in respect of one class of share only.
• 5.14 The Directors may decline to register any transfer of shares in uncertificated form only in such circumstances as may be permitted or required by the CREST Regulations.

Prohibition on acquisition of shares in the Company

5.15 A person may not acquire shares in the Company, either as part of an initial allotment of shares in the Company or subsequently, if such person is a Non- Qualified Holder. Each purchaser and transferee of shares in the Company will be required to represent, warrant and covenant, or will be deemed to have represented, warranted and covenanted, for the benefit of the Company, its affiliates and advisers that it is not a Non-Qualified Holder and will also be required to make various related representations as a result of the potential application of US securities and other laws to the Company. To the extent that any transfer of shares in the Company is made in favour of any Non-Qualified Holder, the Board may refuse to register a transfer of such shares and is also entitled to force a disposition by any Non-Qualified Holder that owns, directly, indirectly or beneficially, any shares in the Company by provision to such Non- Qualified Holder of a written notice requiring him to sell or transfer his shares in the Company to a person who is not a Non-Qualified Holder within 14 days and within such 14 days to provide the Company with satisfactory evidence of such sale or transfer. If any Non-Qualified Holder served with such a notice fails to dispose of his shares within the required period of time, the Directors may in their sole discretion arrange for the Company to sell such shares in the Company to a person who is not a Non-Qualified Holder.

5.16 A ''Non-Qualified Holder'' for such purposes is any person whose direct, indirect or beneficial ownership of shares in the Company may, in the determination of the Directors, (i) cause the Company to be required to register as an ''investment company'' under the U.S. Investment Company Act (including because the holder of such shares in the Company is not a ''qualified purchaser'' as defined in the U.S. Investment Company Act) or to lose an exemption or status thereunder to which it might otherwise be entitled; (ii) cause the Company to have to register under the 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 Exchange Act; (iv) result in a person holding shares in the Company 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 in the Company being owned, directly or indirectly, by Benefit Plan Investors or Controlling Persons (each as defined in the Articles) other than, in the case of Benefit Plan Investors, shareholders that acquire the shares in the Company on or prior to Admission with the written consent of the Company, and, in the case of Controlling Persons, shareholders that acquire the shares in the Company with the written consent of the Company; (vi) cause the assets of the Company to be considered ''plan assets'' under the Plan Asset Regulations (as defined in the Articles); (vii) cause the Company to be a ''controlled foreign corporation'' for the purposes of the U.S. Tax Code; (viii) result in shares in the Company being owned by a person whose giving, or deemed giving, of the representations as to ERISA and the U.S. Tax Code set forth in Article 5(c) of 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.

Dividends and other Distributions

• 5.17 Declaration of dividends: subject to the provisions of the Companies Act 2014, the Company, by ordinary resolution, may declare dividends in accordance with the respective rights of the Shareholders, but no dividend shall exceed the amount recommended by the Directors. There is no set dividend rate, and payments are not cumulative. The Company does not have any set procedures in respect of dividend restrictions for non-resident shareholders.
• 5.18 Scrip dividends: the Directors may, if authorised by an ordinary resolution of the Company, offer any holders of Ordinary Shares the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Directors) of any dividend specified by such ordinary resolution. The additional Ordinary Shares when allotted shall rank pari passu in all respects with the fully-paid Ordinary Shares then in issue except that they will not be entitled to participation in the relevant dividend.
• 5.19 Interim and fixed dividends: subject to the provisions of the Companies Act 2014, the Directors may declare and pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the Directors may declare and pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but subject always to any restrictions in force at the time of declaration or payment of such dividend (whether under the Articles, under the terms of issue of any shares, or under any agreement to which the Company is a party or otherwise) relating to the application, or the priority of application, of the Company's profits available for distribution or to the declaration or as the case may be the payment of dividends by the Company. Subject as aforesaid, the Directors may also pay at intervals established by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
• 5.20 Payment of dividends: except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid-up on the shares on which the dividend is paid. Subject as aforesaid, all dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; provided, however, that if any

share is issued on terms providing that it shall rank in priority for dividend as from a particular date, such share shall rank in priority for dividend accordingly. For the purposes of this section, no amount paid on a share in advance of calls shall be treated as paid on a share.

• 5.21 If several persons are registered as joint holders of any share, any one of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.
• 5.22 Any dividend may at the discretion of the Directors and at the sole risk of the person or persons entitled thereto be paid in any currency and in such manner as may be approved by the Directors from time to time.
• 5.23 Deductions from dividends: the Directors may deduct from any dividend or other monies payable to any member in respect of a share any monies presently payable by him to the Company in respect of that share.
• 5.24 Dividends in specie: a general meeting declaring a dividend may direct, upon the recommendation of the Directors, that it shall be satisfied wholly or partly by the distribution of assets (and, in particular, of paid-up shares, debentures or debenture stock of any other company or in any one or more of such ways) and the Directors shall give effect to such resolution.
• 5.25 Payment of dividends by post or electronic funds transfer system: any dividend or other monies payable in respect of any share may be paid (whether in euro or any other currency) by cheque or warrant sent by post, or by an electronic payment method which the Board may from time to time decide, in each case at the risk of the person or persons entitled thereto, to the registered address of the holder or, where there are joint holders, to the registered address of that one of the joint holders who is first named on the register or to such person and to such address as the holder or joint holders may in writing direct.
• 5.26 Dividends not to bear interest: no dividend or other monies payable by the Company on or in respect of any shares shall bear interest against the Company unless otherwise provided by the rights attached to the shares.

Redeemable Shares

5.27 The Companies Act 2014 provides that the Company may not purchase any of its shares if as a result of such purchase the nominal value of its issued share capital which is not redeemable would be less than one-tenth of the nominal value of the total issued share capital of the Company.

General Meetings

5.28 The Company shall hold in each year a general meeting as its AGM in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it. Not more than 15 months shall elapse between the date of one AGM and that of the next. The Directors may convene general meetings. Extraordinary general meetings may also be convened on requisition, or in default may be convened by such persons who made the request, and in such manner as may be provided by the Companies Act 2014. All general meetings of the Company shall be held in Ireland unless otherwise determined by ordinary resolution of the members.

Quorum

5.29 No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Three members present in person or by proxy shall be a quorum.

Voting Rights

5.30 Votes of Shareholders: votes may be given either personally or by proxy. Subject to any rights or restrictions at the time attached to any class or classes of shares, on a show of hands every member present in person and every proxy shall have one vote, so that no individual shall have more than one vote, and on a poll every Shareholder shall have one vote for every share carrying voting rights of which he is the holder. The chairman shall be entitled to a casting vote where there is an equality of votes.

• 5.31 Resolutions: in accordance with company law, resolutions are categorised as either ordinary or special resolutions. The essential difference between an ordinary resolution and a special resolution is that a bare majority of more than 50 per cent. of the votes cast by members voting on the relevant resolution is required for the passing of an ordinary resolution, whereas a qualified majority of more than 75 per cent. of the votes cast by members voting on the relevant resolution is required in order to pass a special resolution. Matters requiring a special resolution include:
• (a) altering the objects of the Company;
• (b) altering the Articles; and
• (c) approving a change of the Company's name.

Distribution of Assets on Winding Up

5.32 In the event that the Company is wound up and the assets available for distribution among the members as such are insufficient to repay the whole of the paid-up, or credited as paidup, share capital, the assets shall be distributed so that, as nearly as may be, the losses will be borne by the members in proportion to the capital paid-up or credited as paid-up at the commencement of the winding up on the shares held by them respectively. If, however, the assets available for distribution among the members are more than sufficient to repay the whole of the share capital as paid-up or credited as paid-up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid-up or credited as paid-up on the said share held by them respectively.

Unclaimed Dividends

5.33 If the Directors so resolve, any dividend which has remained unclaimed for 12 years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other monies payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. Any dividend, interest or other sum payable which remains unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.

Untraced Shareholders

• 5.34 The Company may sell any shares in the Company on behalf of a holder of such shares, or person entitled by transmission to such shares, if:
• (a) at least three cash dividends have become payable on the shares during the previous 12 years;
• (b) no cash dividend payable on the shares has been claimed during the relevant period;
• (c) the Company has not received at any time during the relevant period any communication, so far as the Company at the end of the relevant period is then aware, from the holder of, or person entitled by transmission to, the shares;
• (d) on the expiry of the 12 year period, the Company has caused advertisements giving notice of its intention to sell the shares to be published in a leading daily Irish newspaper and in a newspaper circulating in the area of the address shown in the register of the holder of, or person entitled by transmission to, the untraced shares, and (in either such case) a period of three months has elapsed from the date of publication of the advertisement; and
• (e) the relevant stock exchange has been notified of the proposed sale.

Purchase of Own Shares

5.35 Subject to and in accordance with the provisions of the Companies Act 2014 and without prejudice to any relevant special rights attached to any class of shares, the Company and any subsidiary of the Company may purchase all or any of its shares of any class so that any shares so acquired may be selected in any manner whatsoever and cancelled or held by the Company as treasury shares. The Company shall not make a purchase of shares in the Company unless the purchase has first been authorised by a special resolution of the Company and by a special resolution passed at a separate general meeting of the holders of each class of shares or a resolution passed by a majority representing 75 per cent. in nominal value of the issued shares of any class or classes at a separate general meeting of the holders of Company's loan stock (if any), which, at the date on which the purchase is authorised by the Company in such general meeting, entitle them, either immediately or at any time subsequently, to convert all or any of the shares or loan stock of that class held by them into equity share capital of the Company.

Directors

• 5.36 Unless otherwise determined by the Company in a general meeting, the number of Directors shall not be more than ten or less than two. A Director is not required to hold shares in the Company. Three Directors present at a Directors' meeting shall be a quorum.
• 5.37 Please refer to Part III ''Directors, senior management team and corporate governance'' for more information in relation to the Directors. Any further Directors will be appointed pursuant to the Articles.
• 5.38 Under the Articles, at each AGM one-third of the Directors are required to retire from office, and those required to retire are determined by reference to those longest in office since last re-appointment. Retiring Directors may be re-appointed. However, in accordance with best corporate governance practice, all Directors intend to put themselves forward for re-election at each annual general meeting.
• 5.39 No person other than a retiring Director may be appointed as a Director at any general meeting unless (i) such person has been recommended by the Directors; or (ii) a draft resolution for the appointment of such person, proposed by a member or members holding not less than 3 per cent. of the issued share capital representing not less than 3 per cent. of the voting rights of all the members who have a right to vote at the meeting, shall have been received by the Company (accompanied by appropriate details), in the case of an AGM, at least 42 days before the proposed date of the meeting, and, in the case of a general meeting other than an AGM, not less than 30 days before the proposed date of the meeting.
• 5.40 Any Director of the Company who holds any executive office or who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine.
• 5.41 The ordinary remuneration of the Directors shall be determined from time to time by the Board.
• 5.42 The Directors of the Company may provide benefits, whether by way of pensions, gratuities, or otherwise, for any Director, former Director or other officer or former officer of the Company, or to any person who holds or has held any employment with the Company or with any body corporate which is or has been a subsidiary or associated company of the Company or a predecessor in business of the Company or of any such subsidiary or associated company, and to any member of his family or any person who is or was dependent on him and may set up, establish, support, alter, maintain and continue any scheme for providing all or any of such benefits and for such purposes any Director accordingly may be, become or remain a member of, or rejoin, any scheme and receive and retain for his own benefit all benefits to which he may be or become entitled thereunder. The Directors of the Company may pay out of the funds of the Company any premiums, contributions or sums payable by the Company under the provisions of any such scheme in respect of any of the persons or class of persons above referred to who are or may be or become members thereof.
• 5.43 Subject to the provisions of the Companies Act 2014, and provided that he has disclosed to the Directors the nature and extent of any material interest of his, a Director notwithstanding his office:
• (a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or any subsidiary or associated company thereof or in which the Company or any subsidiary or associated company thereof is otherwise interested;

• (b) may be a Director or other officer of, or employed by or provide services to, or have an interest in any service provider or contractual counterparty to the Company from time to time;

• (c) may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company or any subsidiary or associated company thereof is otherwise interested; and

• (d) shall not be accountable, by reason of his office, to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
• 5.44 Save as otherwise provided by these Articles, a Director shall not vote at a meeting of the Directors or a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material or a duty which conflicts or may conflict with the interests of the Company. A Director shall not be counted in the quorum present at a meeting in relation to any such resolution on which he is not entitled to vote.
• 5.45 A Director shall be entitled (in the absence of some other material interest than is indicated below) to vote (and be counted in the quorum) in respect of any resolutions concerning any of the following matters, namely:
• (a) the giving of any security, guarantee or indemnity to him in respect of money lent by him to the Company or any of its subsidiaries or associated companies or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary or associated companies;
• (b) the giving of any security, guarantee or indemnity to a third-party in respect of a debt or obligation of the Company or any of its subsidiaries or associated companies for which he has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
• (c) any proposal concerning any offer of shares or debentures or other securities of or by the Company or any of its subsidiaries or associated companies for subscription, purchase or exchange in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof;
• (d) any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he is not the holder of or beneficially interested in 1 per cent. or more of the issued shares of any class of such company or of the voting rights available to members of such company (or of a third company through which his interest is derived) any such interest being deemed to be a material interest in all circumstances;
• (e) any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval for taxation purposes by the appropriate revenue authorities;
• (f) any proposal concerning the adoption, modification or operation of any scheme for enabling employees (including full time executive Directors if any) of the Company and/ or any subsidiary thereof to acquire shares in the Company or any arrangement for the benefit of employees of the Company or any of its subsidiaries under which the Director benefits or may benefit; or
• (g) any proposal concerning the giving of any indemnity of the type referred to under the heading ''Indemnity of Officers'' in section 5.49 of this Part X ''Additional information'' or the discharge of the cost of any insurance cover which the Directors propose to purchase or maintain for the benefit of persons (including Directors) pursuant to the Articles.
• 5.46 In the event of any question arising as to the entitlement of any Director to vote at a Board meeting, the matter shall be decided by the chairman of the meeting.
• 5.47 The Company, by ordinary resolution of which extended notice of at least 28 days has been given in accordance with the provisions of the Companies Act 2014, may remove any Director before the expiry of his period of office notwithstanding anything in the Articles or in any agreement between the Company and such Director. This does not prevent such a person from claiming compensation or damages in respect of the termination.

Borrowing Powers

5.48 The Directors may exercise all the powers of the Company to borrow or raise money and to mortgage or charge its undertaking, property, assets and uncalled capital or any part thereof subject to the Companies Act 2014 and to issue debentures, debenture stock and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third-party, without any limitation as to amount.

Indemnity of Officers

5.49 Subject to the provisions of, and so far as may be permitted by, the Companies Act 2014, every Director, auditor, secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Irish High Court.

Disclosure of Shareholder Interests

• 5.50 In addition to any other right or power of the Company under the Companies Act 2014, the Directors of the Company may at any time and from time to time by notice in writing require any member, or any other person, appearing to the Directors to be interested or to have been interested in shares in the Company to disclose to the Company in writing, within a prescribed period, such information relating to the ownership of or interests in those shares as the Directors shall require.
• 5.51 In addition, where the shares in question represent at least 0.25 per cent. of the issued shares of that class, the Directors shall be entitled (to the extent permitted from time to time by the UK Listing Rules and/or the Irish Listing Rules, as applicable):
• (a) except in a liquidation of the Company, to withhold payment of any sums due from the Company on the shares in question, whether in respect of capital or dividend or otherwise, and the Company shall not have any liability to pay interest on any such payment when it is finally paid to the member; and/or
• (b) to refuse to register any transfer of the relevant shares (other than a transfer made as part of a sale to a bona fide third-party unconnected with the member, including any such sale made through the Irish Stock Exchange or the London Stock Exchange, on receipt by the Directors of evidence satisfactory to them that such is the case).

The Companies Act 2014

5.52 The Articles provide that, save as otherwise expressly provided therein, where a provision of the Articles covers substantially the same subject matter as an optional provision of the Irish Companies Act 2014, the relevant provision of the Irish Companies Act 2014 shall be deemed not to apply to the Company and the relevant provision of the Articles shall prevail.

6. DIRECTORS' INTERESTS AND MAJOR SHAREHOLDERS

6.1 The table below sets out the interests of the Directors and Senior Management Team in the share capital of the Company as at the Latest Practicable Date:

Director	Number of Ordinary Shares	Percentage of Ordinary Share capital	Number of Founder Shares	Number of Ordinary Shares under option
John Mulcahy	100	10	20,000,000	0
Justin Bickle(1)	450	45	90,000,000	0
Stephen Garvey	450	45	90,000,000	0

As at Latest Practicable Date

(1) Beneficial interest in Founder Shares owned by Durrow Ventures.

6.2 The table below sets out the interests of the Directors and Senior Management Team in the share capital of the Company as they are expected to be on Admission:

Director/Senior Management Team member	Number of Ordinary Shares	Percentage of Ordinary Share capital(1)	Number of Founder Shares	Number of Deferred Shares	Number of Ordinary Shares under option
John Mulcahy(2)	500,100	0.08	20,000,000	0	0
Justin Bickle(3)(4)	350,450	0.06	90,000,000	0	0
Stephen Garvey	4,427,450	0.72	90,000,000	0	0
Lady Barbara Judge CBE(5)	100,000	0.02	0	0	0
Richard Cherry(6)	1,000,000	0.16	0	0	0
Robert Dix(7)	300,000	0.05	0	0	0
Michael Rice(8)	20,000	0.00	0	0	0
Catherine Hanly(9)	5,000	0.00	0	0	0

As at Admission

(1) Assuming there is no exercise of the Over-allotment Option.

⁽²⁾ On 10 October 2017, John Mulcahy agreed to subscribe for Ordinary Shares with an aggregate subscription price of e500,000. His subscription will take place independently of the Offer but at the Offer Price and is conditional upon, and shall take effect from, Admission. John Mulcahy is subject to the restrictions under his Lock-up Agreement as described in section 4 of Part III ''Directors, senior management team and corporate governance''.

⁽³⁾ On 10 October 2017, Durrow Ventures agreed to subscribe for Ordinary Shares with an aggregate subscription price of e350,000. Its subscription will take place independently of the Offer but at the Offer Price and is conditional upon, and shall take effect from, Admission. Durrow Ventures and Justin Bickle are subject to the restrictions under their Lock-up Agreement as described in section 4 of Part III ''Directors, senior management team and corporate governance''.

⁽⁴⁾ Beneficial interest in Founder Shares owned by Durrow Ventures.

⁽⁵⁾ On 10 October 2017, the Company's Senior Independent Non-Executive Director, Lady Barbara Judge CBE, agreed to subscribe for Ordinary Shares with an aggregate subscription price of e100,000. Her subscription will take place independently of the Offer but at the Offer Price and is conditional upon, and shall take effect from, Admission. Lady Barbara Judge has undertaken to pay to the Company, within one year of Admission, the full amount of the aggregate subscription price of the Ordinary Shares allotted to her. Lady Barbara Judge CBE is subject to the restrictions under her Lock-up Agreement as described in section 4 of Part III ''Directors, senior management team and corporate governance''. The Directors believe that this subscription for Ordinary Shares demonstrates an alignment of the Senior Independent Non-Executive Director's interests with those of other Shareholders.

⁽⁶⁾ On 10 October 2017, Richard Cherry agreed to subscribe for Ordinary Shares with an aggregate subscription price of e1,000,000. His subscription will take place independently of the Offer but at the Offer Price and is conditional upon, and shall take effect from, Admission. Richard Cherry is subject to the restrictions under his Lock-up Agreement as described in section 4 of Part III ''Directors, senior management team and corporate governance''. The Directors believe that this subscription for Ordinary Shares demonstrates an alignment of the Independent Non-Executive Director's interests with those of other Shareholders.

⁽⁷⁾ On 10 October 2017, Robert Dix agreed to subscribe for Ordinary Shares with an aggregate subscription price of e300,000. His subscription will take place independently of the Offer but at the Offer Price and is conditional upon, and shall take effect from, Admission. Robert Dix is subject to the restrictions under his Lock-up Agreement as described in section 4 of Part III ''Directors, senior management team and corporate governance''. The Directors believe that this subscription for Ordinary Shares demonstrates an alignment of the Independent Non-Executive Director's interests with those of other Shareholders.

• (8) Michael Rice will subscribe for Ordinary Shares with an aggregate subscription price of e20,000 under the Bridgedale Individuals Offer at the Offer Price.
• (9) Catherine Hanly will subscribe for Ordinary Shares with an aggregate subscription price of e5,000 under the Bridgedale Individuals Offer at the Offer Price.
• 6.3 Save as disclosed in section 6.1 above, no Director or any person connected with any Director within the meaning of section 10 of the TCA has any interests (beneficial or otherwise) in the share capital of the company or any other member of the Group.
• 6.4 As at the Latest Practicable Date and insofar as is known to the Company, the following persons have, directly or indirectly, interests in 3 per cent. or more of the issued Ordinary Shares:

		Interests at Latest Practicable Date
Name of Shareholder	No. of Ordinary Shares	Percentage of Issued Ordinary Share Capital
John Mulcahy	100	10
Justin Bickle	450	45
Stephen Garvey	450	45

In addition, as at the Latest Practicable Date, John Mulcahy holds 20,000,000 Founder Shares, Justin Bickle holds 90,000,000 Founder Shares (beneficial interest held by Durrow Ventures) and Stephen Garvey holds 90,000,000 Founder Shares.

6.5 Insofar as is known to the Company the following persons will have interests in 3 per cent. or more of the issued Ordinary Shares immediately following Admission:

Interests immediately following Admission
-------------------------------------------

Name of Shareholder	No. of Ordinary Shares	Percentage of Issued Ordinary Share Capital (assuming no exercise of the Over-allotment Option)	Percentage of Issued Ordinary Share Capital (assuming full exercise of the Over-allotment Option)
OCM Government of Singapore Investment Corporation	110,250,000	17.87%	16.53%
Private Limited	63,000,000	10.21%	9.44%
Fidelity International Limited JP Morgan Asset	30,000,000	4.86%	4.50%
Management (UK) Limited Wellington Management	30,000,000	4.86%	4.50%
Company, LLP Pelham Capital Management	28,500,000	4.62%	4.27%
LLP Lazard Asset Management	27,000,000	4.38%	4.05%
LLC Lansdowne Partners	20,100,000 20,050,000	3.26% 3.25%	3.01% 3.01%

In addition, immediately following Admission, there will be zero Deferred Shares, John Mulcahy will hold 20,000,000 Founder Shares, Justin Bickle will hold 90,000,000 Founder Shares (beneficial interest held by Durrow Ventures) and Stephen Garvey will hold 90,000,000 Founder Shares.

• 6.6 Save as disclosed in section 6.5 above, the Company is not aware of any person who will, immediately following Admission (assuming there is no exercise of the Over-allotment Option), hold directly or indirectly, 3 per cent. or more of the issued Ordinary Shares or could directly or indirectly, jointly or severally, exercise Control over the Company.
• 6.7 No Director nor any person connected with any Director within the meaning of section 220 of the Companies Act 2014 has any interests (beneficial or otherwise) in the share capital of any of the Shareholders listed in section 6.1 above.

• 6.8 None of the major Shareholders of the Company has voting rights in respect of the share capital of the Company which differ from any other Shareholders of the Company, save in respect of the Founder Shares held (directly or indirectly) by the Founders which have no voting rights (other than in relation to a resolution to wind up the Company or to authorise the Directors to issue further Founder Shares).

• 6.9 Other than Caleb Kramer, who is a director appointed on behalf of OCM, no Director was selected as a director of the Company pursuant to any arrangement or understanding with any Shareholders, customer, supplier or other person having a business connection with the Group or the Company.

• 6.10 The Company and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change of Control of the Company.
• 6.11 Save as set out in section 11 of this Part X ''Additional information'', no Director has any interest in any transactions which are or were unusual in their nature or conditions or which are or were significant to the business of the Group and which were effected by any member of the Group in the current or immediately preceding financial year or which were effected during an earlier financial year and which remain in any respect outstanding or unperformed.
• 6.12 Save as set out in section 3 of Part III ''Directors, senior management team and corporate governance'' there are no potential conflicts of interest between any duties which the Directors or members of the Senior Management Team owe to the Company and their private interests or other duties. The nature and terms of the interests and transactions set out in section 3 of Part III ''Directors, senior management team and corporate governance'' have been considered by the Non-Executive Directors and approved by those Non-Executive Directors eligible to vote on such interests and transactions.
• 6.13 Other than:
• (a) the interests of the Directors and Senior Management Team as disclosed in section 3 of Part III ''Directors, senior management team and corporate governance'';
• (b) the interests of members of the Board and the Senior Management Team as disclosed in section 6.1 of this Part X ''Additional information''; and
• (c) the interests of each person interested in 3 per cent. or more of the issued Ordinary Shares as disclosed in section 6.4 of this Part X ''Additional information'',

the Directors are not aware of any interest material to the Offer which is held by any person involved in the Offer.

6.14 The Directors and Senior Management Team currently hold, and have during the five years preceding the date of this Prospectus held, the following directorships and partnerships (other than their directorships of the Company and other members of the Group). Notwithstanding other directorships and partnerships, the Company is satisfied, as required by the UK Corporate Governance Code, that all of the Directors and members of the Senior Management Team will have sufficient time to allocate to the Company to discharge their responsibilities effectively:

Name	Current Directorships/Partnerships	Previous Directorships/Partnerships
John Mulcahy	IPUT plc PGA Caldas SA PGA Catalunya SA Quinto do Lago SA Sociade di Golf de Quinta do Lago Targeted Investment Opportunities ICAV Primavera International Holdings Ltd TIO North Docs DAC TIO North Docs (HoldCo) DAC	Digicel Asian Holdings OTE Limited National Asset Residential Property Services Limited National Asset Management Agency National Asset Property Management Limited Jones Lang Lasalle Limited JLL Financial Services Limited National Asset Loan Management Limited National Asset Management Agency Investment Limited National Asset Management Group Services Limited National Asset Management Services Limited
Stephen Garvey	Bridgedale Contracting Limited Bridgedale Homes Limited Greystones Devco Limited Feathermist Limited Glenveagh Properties Limited	Navas Public Limited Company Stephen Garvey and Paul McNerny Partnership

Glenveagh Living Limited Marina Village Greystones Owners' Management Company Limited By Guarantee Southwest Partnership CGLF Limited Crew Hill Maynooth Limited Bridgedale Capital Limited Bridgedale Group Limited Stephen Garvey and William McCarthy SSAP Justin Bickle CPL Topco Limited Durrow Ventures Limited

ENB Productions Limited English National Ballet Enterprises Limited English National Ballet Limited Glenveagh Living Limited Glenveagh Properties Holdings Limited Glenveagh Properties Limited Greystones Devco Limited Oaktree Capital Management (UK) LLP Targeted Investment Opportunities ICAV TIO Belvedere DAC TIO Belvedere Finance DAC TIO City Development Fund Limited TIO Limited TIO North Docks DAC TIO North Docks Holdco DAC TIO Property Holdings II Limited TIO Residential Land Fund II Limited TIO Residential Land Fund Limited TIO South Docks Fund Limited

Allouez Midco Sarl * Allouez Sarl * Allouez Topco Sarl * Amherst Sarl Anthology Deptford Limited Anthology Development 1 Limited Anthology Development 2 Limited Anthology New Development 1 Limited Anthology New Development 2 Limited Anthology Group Limited Anthology Group II Limited Anthology Development 6 Limited Anthology Hale Works Limited Anthology II Sarl Anthology S.a.r.l Appleton Sarl Bengals Sarl BPL HoldCo Sa` rl Buckland Contracting Limited Buckland New Homes Limited Cantieri del Pardo Holdings Srl Capital Professional Limited Chesapeake Holdings Sarl Circle 1 Luxembourg Holdings GP Sarl Circle 2 Luxembourg Holdings Sarl Circle 3 Luxembourg Holdings Sarl CL Serviced Apartments Limited Cooperstown Sarl Coupeville Limited Dance UK Limited Dometude Luxco Angers Sarl Dometude Luxco Marseille Sarl Dometude Luxco Rennes Sarl Dometude Luxco Saclay Sarl Dometude Luxco Touluse Sarl Dometude Masterco France Property Sarl Dufour SAS ECS GPF Sarl EDF Sky Eurocore Sarl EDF Sky GPF Sarl EDF Sky KSH Sarl EDF Sky SARL * English National Ballet School Limited Evolution Wellness Holdings Pte. Limited Evolution Wellness IP Pte. Limited Evolution Wellness Topco Pte Limited Fitness and Lifestyle Group Topco Pty Ltd (AU) Fitness First Luxembourg SARL Fleets Lane Holdings Limited

Fleets Lane Limited Fleets Point Limited Green Containership Group Luxembourg Sarl Griffin Holdco II Sarl * Griffin Holdco Sarl * Griffin Premium RE Lux Sarl Harkand LoanCo DRE Sarl ** Harkand Luxembourg Holdings SARL ** Heritage Brands, Inc. Ice Cream Ileos Ileos 2 Manco Sarl Ileos 3 Manco Sarl Ileos Holdco SCA Ileos Manco Sarl Ileos Midco Sarl Insolvency Lawyers Association Limited Iremis Luxembourg Holdings Sarl ISB Holdings Srl Knightsbridge Student Housing EPF III Limited Knightsbridge Student Housing Limited KSH Europe Holdings Sarl KSH Netherlands Holdings B.V. London Real Estate Development Limited Moray Finance Limited Moray Limited Moray Overseas Holdings Limited New London Sarl New R&R Ice Cream Limited Oaktree Principal Advisors (Europe) Limited OCM / Nordenia Luxembourg GP OCM Breadco Holdings Sarl OCM Cornerstone Finteco Sarl OCM Cornerstone IT Investments Sarl OCM ECS Deltona Holdings Sarl OCM ECS Deltona Sarl OCM EPF III Dometude France Holdings SARL OCM EZBob Holdings S.a.r.l OCM KSH Devco Holdings Sarl OCM KSH Resi Edinburgh Sarl OCM Lux. EPF III Railpool Holdings SARL OCM Luxembourg Aberdeen Apart-Hotel Sarl OCM Luxembourg Aberdeen Union Glen Apart-Hotel Sarl OCM Luxembourg Beluga Holdings Sarl OCM Luxembourg Beluga Shipco Sarl OCM Luxembourg Breadco Holdings S.a.r.l * OCM Luxembourg Castle Holdings Sarl OCM Luxembourg Chemical Tankers SARL OCM Luxembourg Desert Sky Holdings Sarl

OCM Luxembourg Deutsche Parken Sarl OCM Luxembourg Dublin Holdings Sarl OCM Luxembourg ECS Combined Investments Sarl OCM Luxembourg ECS Fairfield REF Sarl OCM Luxembourg ECS S.a.r.l OCM Luxembourg ECS Titlestone Holdings S.a.r.l OCM Luxembourg EDF Sarl OCM Luxembourg EDF Titlestone Sarl OCM Luxembourg Edinburgh Apart-Hotel Sarl OCM Luxembourg Emerald New Homes Sarl OCM Luxembourg EPCF ECS Sarl OCM Luxembourg EPCF EPF Sarl OCM Luxembourg EPF III Accord Financing Sarl OCM Luxembourg EPF III Accord Holdings Sarl OCM Luxembourg EPF III Adent Sarl OCM Luxembourg EPF III BPL Holdings Sa` rl OCM Luxembourg EPF III Castle Holdings Sarl OCM Luxembourg EPF III Coppice Holdings Sarl OCM Luxembourg EPF III Doctor Dentist S.a.r.l OCM Luxembourg EPF III Elix Holdings SARL OCM Luxembourg EPF III European Dental Holdings Sarl OCM Luxembourg EPF III Greek Holdings Holdings SARL OCM Luxembourg EPF III Griffin Holdings Sarl OCM Luxembourg EPF III QIF Holdings Sarl OCM Luxembourg EPF III Railpool Topco Sarl OCM Luxembourg EPF III RCF Sarl OCM Luxembourg EPF III Real Care Holdings Sarl OCM Luxembourg EPF III Runway Bidco Sarl OCM Luxembourg EPF III Runway Holdings Sarl OCM Luxembourg EPF III Runway Investco Sarl OCM Luxembourg EPF III Runway Subgroup Holdco Sarl OCM Luxembourg EPF III Sarl OCM Luxembourg EPF III Silver Holdings Sarl OCM Luxembourg EPF III Tie Holdings Sarl OCM Luxembourg EPF III Unicity Holdings Sarl OCM Luxembourg EPF IV Combined Investments Sarl

OCM Luxembourg EPF IV Cruise Yacht Master Holdco Sarl OCM Luxembourg EPF IV Fairfield REF Sarl OCM Luxembourg EPF IV HTS Topco Sarl OCM Luxembourg EPF IV Kadans Topco Sarl OCM Luxembourg EPF IV Portugal Investment Platform Sarl OCM Luxembourg EPF IV RCYC Holdco S.a.r.l OCM Luxembourg EPF IV Sarl OCM Luxembourg EPF IV Specialty Finance OCM Luxembourg EPF IV Tribes Holdings Sarl OCM Luxembourg EPOF A Sarl OCM Luxembourg EPOF Herkules Holdings Sarl * OCM Luxembourg EPOF II Homer Holdings Sarl OCM Luxembourg EPOF II Sarl OCM Luxembourg EPOF Meats Holdings Sarl OCM Luxembourg EPOF Sarl * OCM Luxembourg Erskine House Apart-Hotel Sarl OCM Luxembourg FCO Investments Sarl OCM Luxembourg Fitness First Holdings Sarl OCM Luxembourg George Street Apart-Hotel Sarl OCM Luxembourg Griffin Holdings Sarl OCM Luxembourg Herkules JD Investments Sarl OCM Luxembourg HHL Financing Sarl OCM Luxembourg HHL Holdco IV Sarl OCM Luxembourg Ice Cream Holdings Sarl OCM Luxembourg Ice Cream SCA OCM Luxembourg Ileos Holdings Sarl OCM Luxembourg Ileos Investments Sarl OCM Luxembourg KD Topco S.a.r.l * OCM Luxembourg KSH Europe Holdings Sarl OCM Luxembourg Leman Street Apartments Sarl OCM Luxembourg Liverpool Aprt-Hotel Sarl OCM Luxembourg Manchester Apart-Hotel Sarl OCM Luxembourg Nordenia OPPS Sarl OCM Luxembourg Nordenia POF Sarl * OCM Luxembourg NW Cambridge Apart-Hotel Sa` rl OCM Luxembourg Olivers Yard Apartments Sarl OCM Luxembourg OPPS Meats Holdings Sarl

OCM Luxembourg Outdoor Holdings Sarl OCM Luxembourg Panrico Holdings Sarl OCM Luxembourg Park Holdings Sarl OCM Luxembourg Pegasus Holdings Sarl OCM Luxembourg POF III Sarl * OCM Luxembourg POF IIIA Sarl * OCM Luxembourg POF IV A Sarl OCM Luxembourg POF IV AIF (Delaware) SARL OCM Luxembourg POF IV GLP Blocker Sarl OCM Luxembourg POF IV GLP Topco Sarl OCM Luxembourg POF IV Herkules Holdings Sarl * OCM Luxembourg POF IV Sarl OCM Luxembourg POF V Sarl OCM Luxembourg Portugal Investment Platform Sarl OCM Luxembourg Procurement Holdings Sarl OCM Luxembourg Serviced Apartments Holdings Sarl OCM Luxembourg Spirits Holdings Sarl OCM Luxembourg Stilo Holdings Sarl OCM Luxembourg Stilo Investments Sarl OCM Luxembourg Tekni-Plex Holdings Sarl OCM Luxembourg Titlestone Holdings Sarl OCM Luxembourg Tungsten Holdings Sarl OCM Luxembourg Unicity Intermediate Holdings Sarl * OCM Luxembourg Unicity Top Holdings Sarl OCM Luxembourg Yachts Holdings Sarl OCM Luxxembourg Buckel Street Apart-Hotel Sarl Oneida Sarl Oneida Sarl Pegasus Holdings Limited Pegasus Life Limited Pegasus New Homes Limited Pegasus Retirement Homes plc Pegasus Retirement Management Limited * Pilgrim Sarl R&R Ice Cream Sarl Roncadin SAS Ruby Acquisitions Limited Saco Cannon Street Ltd Saco Group Holdings Ltd Saco Serviced Apartments B.V. Holland SACO The Serviced Apartment Company Limited Samseg Limited

SGD Luxembourg Holdings Sarl Silver Holdings AS Spens House Limited Standards Group Holdings Sarl Stock Plzen Bozkov Sro Taylorsville Limited The Student Housing Company (Aldgate) Limited * The Student Housing Co (Birmingham 2) Limited The Student Housing Co (Bristol) Ltd The Student Housing Co (Edinburgh 2) Ltd The Student Housing Co (Edinburgh 3) Ltd The Student Housing Co (Liverpool) Ltd The Student Housing Co (Plymouth 2) Limited The Student Housing Co (Portsmouth) Limited The Student Housing Co (Southampton 2) The Student Housing Co (Southampton) Ltd The Student Housing Co (St Andrews) Ltd The Student Housing Company (Dorchester House) Limited The Student Housing Company (Edinburgh) Limited The Student Housing Company (Europe) Ltd The Student Housing Company (Kings Cross) Limited The Student Housing Company (Nottingham) Limited The Student Housing Company EPF III Limited The Student Housing Company Limited Titlestone Equity Limited Titlestone Property Finance Limited Titlestone Property Lending Limited Titlestone Real Estate Limited Titlestone Real Estate Stratford Limited Titlestone Structured Finance Titusville Limited Toberville Limited Tomorrow's People Trust Limited Troyville Limited Unicity EPF III Mezzanine Sarl * Unicity IX Finsbury Park Sarl Unicity X Kings Cross Sarl Unicity XI Edinburgh Sarl Unicity XIII Liverpool Sarl Unicity XIV Edinburgh 2 Sarl Unicity XIX Plymouth 2 Sarl Unicity XV Bristol Sarl Unicity XVI St Andrews Sarl Unicity XVII Edinburgh 3 Sarl Unicity XX Southampton Sarl Unicity XXI Cambridge Sarl Unicity XXII Bournemouth 2 Sarl Unicity XXIII Portsmouth Sarl

Richard Cherry Stonebond Limited

Stonebond Properties Limited

Unicity XXIV Southampton 2 Sarl Unicity XXV Birmingham 2 Sarl Unicity XXVI Brighton 2 Sarl Unicity XXVII Bournemouth 3 Sarl Unicity XXVIII Cardiff Sarl Virginia Sarl *

Almondcrest Limited Beaulieu Park Limited Brenthall Park (Commercial) Limited Brenthall Park (Infrastructure) Limited Brenthall Park (One) Limited Brenthall Park (Three) Limited Brenthall Park Limited Cambridge Medipark Limited Central Essex Holdings Limited Copthorn 2009 Limited * Copthorn Developments Limited Copthorn Estates Limited Copthorn Finance Limited * Copthorn Holdings Limited Copthorn Homes Limited Copthorn Limited * Countryside (Church Langley) Limited Countryside (UK) Limited Countryside 26 Limited Countryside 28 Limited Countryside Annington (Colchester) Limited * Countryside Annington (Mill Hill) Limited Countryside Build Limited Countryside Cambridge One Limited Countryside Cambridge Two Limited Countryside Commercial & Industrial Properties Limited Countryside Commercial Limited Countryside Developments Limited Countryside Eight Limited Countryside Four Limited Countryside Homes Limited Countryside Maritime Limited Countryside Properties (Accordia) Limited Countryside Properties (Bicester) Limited Countryside Properties (Commercial) Limited Countryside Properties (Holdings) Limited Countryside Properties (In Partnership) Limited Countryside Properties (Investments) Limited Countryside Properties (Joint Ventures) Limited Countryside Properties (London & Thames Gateway) Limited Countryside Properties (Northern) Limited Countryside Properties (South Thames) Limited Countryside Properties (Southern) Limited

		Countryside Properties (Special Projects) Limited Countryside Properties (Uberior) Limited Countryside Properties (UK) Limited Countryside Properties Construction Limited Countryside Properties Land (One) Limited Countryside Properties Land (Two) Limited Countryside Properties Ten Limited Countryside Residential (South West) Limited Countryside Residential Limited Countryside Seven Limited Countryside Sigma Limited Countryside Thirteen Limited Greenwich Millennium Village Limited Grosvenorstar Limited ICO Didsbury Limited Jubilee House Developments Limited Lakenmoor Limited Silversword Properties Limited The Edge 1A Limited The Edge 2B Limited The Edge 3C Limited The Edge 4D Limited The Edge Residential (Car Park)
		Limited * Woolwich Countryside Limited
Robert Dix	ACS Allglass Designated Activity Company Allglass Windscreen Replacement Limited Allglass Windscreen Services Limited Allglass Windscreen Southside Limited (In Liquidation) Allglass Windscreens Nationwide Limited Allianz – Irish Life Holdings Public Limited Company Allianz Public Limited Company Aut Even Hospital Limited Aut Even Mri Limited Auto Claims Solutions Limited Avid Asset Management Limited B.S.C Management Limited Bank of Ireland Private Bank Limited Ballybrit Clayton Management Company Limited Barkett Limited Blackhall Green Homes Limited C.R.D. Catering (City) Limited Carbon Construction (B.T.C.) Unlimited Carbon Construction (Curraheen) Carbon Construction (Dunkathel) Carbon Construction (Lapps Quay) Carbon Construction (Technology Park) Carbon Construction Holdings Limited Carbon Developments Carbon Developments Europe Limited	Brownes Investment Company Grafton Recruitment International Limited Inchcape Finance (Ireland) Limited Inishtearacht Properties Limited Inishtearacht Properties Limited Key Capital Real Estate Limited Kpmg Services Lets Do It Global Limited Lisloughery Hotel Management Limited O'Flynn Construction (Rochestown) Pure Private Equity Limited Rolleville Investments Limited Savara Limited Siteserv Public Limited Company* Skc Nominees Tangerier Limited Tapp Apps Holdings Limited Tapp Apps Limited Telos Capital Advisors Limited The Cliff Townhouse The Working Capital Company Limited Vulture Yacht Charters Limited (Dissolved) The Blarney Woolen Mills Group Irish Sailing Association Center Parcs Ireland Limited

Lady Barbara Judge

CBE

Carbon Elysian Limited Carbon Finance Limited Carbon Madden's Limited Cesium Limited Change Healthcare Limited Crestor Limited Dalata Hotel Group Public Limited Company Dellacourt Limited Demesne Investments Limited Domare Limited Dunkathel Investment and Agency Company Dunluce Management Company Limited by Guarantee Echo Water Holdings Limited Echo Water Limited Fullside Limited Glaisin Holmcroft Trade Services Limited Irish Sailing Foundation Company Limited By Guarantee Jelton Limited Lamada Limited O'Flynn Construction (BTC) O'Flynn Construction (Granary Hall) O'Flynn Construction Holdings Opportune Capital Limited Proudful Trading QIPG Refinance Limited Quinn Energy (Ballakelly) Limited Quinn Energy (Cashla) Limited Quinn Energy Supply Limited Quinn Finance Quinn Finance Quinn Finance Holding Quinn Group Hotels Limited Quinn Group Properties Limited Quinn Hospitality Ireland Limited Quinn Hospitality Ireland Operations 1 Limited Quinn Hospitality Ireland Operations 2 Limited Quinn Hospitality Ireland Operations 3 Limited Quinn Hospitality Ireland Operations 4 Limited Quinn Hospitality Ireland Operations 5 Limited Quinn International Property Management Limited Siteserv Holdings Limited Slieve Russell Hotel Limited Slieve Russell Hotel Property Limited South Bank Properties St Joseph's Hospital Sligo Limited Trant Holdings Limited Trelote Zareta Limited Zindol UK Institute of Directors Magna International Portmeirion Group PLC

UK Pension Protection Fund UKAEA Limited NV Bekaert SV

Name	Current Directorships/Partnerships	Previous Directorships/Partnerships
	BTJ Consulting Limited Dementia UK LIXIL Group Corporation Pell Frischmann S1 Ltd Pell Frischmann S2 Ltd Cifas Loop-Up Group plc RSBG Investment Holding Limited HiBob Limited International Health Terminology Standards Development Organisation B&H Enterprise Ltd Tigerrock Advisors LLP Company Factory LLP Athene Capital LLP	Forte Energy NL Gen4 Energy, Inc Nationwide Accident Repair Services Limited Net Scientific plc Oxand S.A.S. PA Consulting Holdings Limited Planet Group Inc Statoil ASA PACG2 Limited Hardy (Underwriting Agencies) Limited The Ditchley Foundation
Caleb Kramer	Countrywide plc Oaktree Capital Management (UK) LLP Lulworth Coastal Property LLP	Froneri International plc Countrywide Holdings, Ltd Ruby Acquisitions Limited Campofrı´o Food Group, S.A DO Deutsche Office AG
Michael Rice	Nexus Taxation Limited Kingscourt Trustee Company Limited Kinspan Property BV Kingspan Trustee Company Limited KSP Holdings Limited	Kingspan Holding Netherlands BV
Ronan McKenna	Trim Sports and Leisure Centre DAC Meath Tourism Ltd
Richard Caldwell	Bridgedale Homes Limited	Feathermist Limited Carpe Diem Wholesale Limited
Roger Browne	Bridgedale Contracting Ltd Bridgedale Capital Ltd Bridgedale Group Ltd Holsteiner Management Company Limited by Guarantee	Regional Recruitment Limited Navas Public Limited Company
Shane Scully	Bennett Property Limited Nangor Road Management Company (Company Limited by Guarantee)
Eoin Moore	Bridgedale Contracting Limited Bridgedale Homes Limited Crew Hill Maynooth Limited	Feathermist Limited
Alan Cleary	Bridgedale Contracting Limited Bridgedale Homes Limited Crew Hill Maynooth Limited Feathermist Limited

^* The relevant individual was acting as a director or partner at the time this entity entered into solvent liquidation.

• 6.15 Within the period of five years preceding the date of this Prospectus, no Director or member of the Senior Management Team who is not a Director has:
• (a) had any convictions in relation to fraudulent offences;

^** Justin Bickle was a director of: (i) Harkand Luxembourg Holdings s.a.r.l. and (ii) Harkand Luxembourg LoanCo DRE s.a.r.l. (together, the ''Harkand Entities'') when they entered into insolvency in July 2016 and March 2017, respectively, pursuant to bankruptcy proceedings in Luxembourg. The Harkand Entities formed part of the holding structure through which Oaktree held its interests in the Harkand Group, a provider of inspection, repair and maintenance services for offshore oil and gas operations worldwide. Following the depression in global oil prices in 2015 and 2016, the Harkand Group suffered financial difficulties and became unable to service its debt obligations. Justin Bickle was not at any time a director or partner of any operating entity within the Harkand Group, nor was he a member of the investment team or involved in the day to day management of the Harkand Group or its predecessor companies.

• (b) been declared bankrupt or (save as disclosed in section 6.14 above) been a director or member of the administrative, management or supervisory body of a company or a founder of a company at the time of any bankruptcy, receivership or liquidation of such company;
• (c) been subject to any official public incrimination and/or sanctions by any statutory or regulatory authorities (including designated professional bodies); or
• (d) been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer.
• 6.16 Each of the Directors has the benefit of indemnity insurance maintained by the Group on their behalf indemnifying them against liabilities they may potentially incur to third parties as a result of their office as Director.
• 6.17 On Admission, there will be no outstanding loans or guarantees provided by any member of the Group for the benefit of any of the Directors nor any loans or any guarantees provided by any of the Directors for any member of the Group.

7. DIRECTORS' SERVICE AGREEMENTS/LETTERS OF APPOINTMENT AND EMOLUMENTS

The Directors and their functions are set out in Part III ''Directors, senior management team and corporate governance'' of this Prospectus. Each of the Executive Directors has entered into a service agreement with the Company and each of the Non-executive Directors has entered into a letter of appointment with the Company (except Caleb Kramer, whose services as a non-executive Director are provided under an agreement between the Company and OCM FIE LLC). None of the service agreements or letters of appointment provide for benefits upon termination of employment.

7.1 Executive Directors: service agreements

(a) Justin Bickle entered into a service agreement with the Company on 9 October 2017. He is entitled to receive a basic salary of e450,000 per annum and is eligible to receive a discretionary annual bonus payment of 70 to 100 per cent. of his salary, determined by reference to qualitative and quantitative performance criteria assessed by the Remuneration and Nomination Committee. Justin Bickle is further entitled to receive an annual pension contribution of 5 per cent. of his gross basic salary with the Company also matching any personal pension contributions of up to an additional 10 per cent.

Justin Bickle's employment is terminable by the Company or himself on six months' notice. The Company is entitled to put him on garden leave for up to six months during any period of notice or in the case that he resigns without giving notice and the Company does not accept his resignation. During such period, Justin Bickle shall be entitled to receive his salary and all contractual benefits (excluding bonuses).

Justin Bickle is subject to post-termination restrictive covenants in relation to (i) the use of confidential information (no limit); (ii) employment or engagement with a competing undertaking 9 months); (iii) solicitation of any senior or supervisory employees (9 months); and (iv) solicitation of, and interference with, suppliers and/or customers (9 months).

(b) Stephen Garvey entered into a service agreement with the Company on 9 October 2017. He is entitled to receive a basic salary of e350,000 per annum and is eligible to receive a discretionary annual bonus payment of 70 to 100 per cent. of his salary, determined by reference to qualitative and quantitative performance criteria assessed by the Remuneration and Nomination Committee. Stephen Garvey is further entitled to receive an annual pension contribution of 5 per cent. of his gross basic salary with the Company also matching any personal pension contributions of up to an additional 10 per cent.

Stephen Garvey's employment is terminable by the Company or himself on six months' notice. The Company is entitled to put him on garden leave for up to six months during any period of notice or in the case that he resigns without giving notice and the Company does not accept his resignation. During such period, Stephen Garvey shall be entitled to receive his salary and all contractual benefits (excluding bonuses).

Stephen Garvey is subject to post-termination of employment restrictive covenants in relation to (i) the use of confidential information (no limit); (ii) employment or engagement with a competing undertaking (9 months); (iii) solicitation of any senior or supervisory employees (9 months); and (iv) solicitation of and interference with suppliers and/or customers (9 months).

(c) John Mulcahy entered into a service agreement with the Company on 9 October 2017. He is entitled to receive a basic salary of e300,000 per annum and is eligible to receive a discretionary annual bonus payment of 50 to 75 per cent. determined by reference to qualitative and quantitative performance criteria assessed by the Remuneration and Nomination Committee. John Mulcahy is further entitled to receive an annual pension contribution of 5 per cent. of his gross basic salary with the Company also matching any personal pension contributions of up to an additional 10 per cent.

John Mulcahy's employment is terminable by the Company or himself on six months' notice. The Company is entitled to put him on garden leave for up to six months during any period of notice or in the case that he resigns without giving notice and the Company does not accept his resignation. During such period, John Mulcahy shall be entitled to receive his salary and all contractual benefits (excluding bonuses).

John Mulcahy is subject to post-termination of employment restrictive covenants in relation to (i) the use of confidential information (no limit); (ii) employment or engagement with a competing undertaking (9 months) (save in respect of certain excluded appointments which John Mulcahy will continue to hold during his employment); (iii) solicitation of any senior or supervisory employees (9 months); and (iv) solicitation of and interference with suppliers and/ or customers (9 months).

7.2 Non-Executive Directors: letters of appointment

(a) Richard Cherry entered into a letter of appointment with the Company on 9 October 2017. Richard Cherry is entitled to receive an annual fee of e75,000 comprising of e60,000 with respect to general responsibilities and e15,000 with respect to his role as chairman of the Remuneration and Nomination Committee. He is also entitled to be reimbursed for all reasonable and properly documented expenses incurred in the performance of his duties.

Richard Cherry is not entitled to receive any compensation on termination of his appointment. The appointment is for an initial term of three years subject to Board review and re-election at the Annual General Meeting. Both the Company and Richard Cherry are entitled to terminate the appointment on one months' written notice.

(b) Robert Dix entered into a letter of appointment with the Company on 9 October 2017. Robert Dix is entitled to receive an annual fee of e75,000 comprising of e60,000 with respect to general responsibilities and e15,000 with respect to his role as chairman of the Audit and Risk Committee. He is also entitled to be reimbursed for all reasonable and properly documented expenses incurred in the performance of his duties.

Robert Dix is not entitled to receive any compensation on termination of his appointment. The appointment is for an initial term of three years subject to Board review and re-election at the Annual General Meeting. Both the Company and Robert Dix are entitled to terminate the appointment on one months' written notice.

(c) Lady Barbara Judge CBE entered into a letter of appointment with the Company on 9 October 2017. Lady Barbara Judge CBE is entitled to receive an annual fee of e90,000 with respect to general responsibilities and her role as a member of the Audit and Risk Committee and the Remuneration and Nomination Committee. She is also entitled to be reimbursed for all reasonable and properly documented expenses incurred in the performance of her duties.

Lady Barbara Judge is not entitled to receive any compensation on termination of her appointment. The appointment is for an initial term of three years subject to Board review and re-election at the Annual General Meeting. Both the Company and Lady Barbara Judge CBE are entitled to terminate the appointment on one months' written notice.

(d) Caleb Kramer's services as a non-executive director are provided to the Company under an agreement between the Company and OCM FIE LLC (''OCM FIE'') entered into on 9 October 2017. OCM FIE is entitled to receive an annual fee of e60,000 with respect to Caleb Kramer's general responsibilities as a non-executive director. OCM FIE (or Caleb Kramer, if OCM FIE requests) is entitled to be reimbursed for all reasonable and properly documented expenses incurred in the performance of his duties.

Caleb Kramer is a non-independent non-executive director and is required, during the term of his appointment, to comply with the terms of the Relationship Agreement, which governs the relationship between OCM and the Company. In the event of a conflict between the terms of the agreement between the Company and OCM FIE, under which Caleb Kramer is appointed as a non-executive director, and the terms of the Relationship Agreement, the terms of the Relationship Agreement will prevail.

Neither OCM FIE nor Caleb Kramer is entitled to receive any compensation on termination of his appointment. The appointment is for an initial term of three years subject to re-election at the Annual General Meeting. The Company is entitled to terminate the appointment if (i) the Relationship Agreement is terminated in respect of OCM; (ii) OCM (or its controlled persons) ceases to hold 12.5 per cent. of the Company's issued share capital for the purposes of the Relationship Agreement; (ii) OCM requests the Director's removal by written notice to the Company; (iii) the Company is entitled to terminate the Director's appointment in accordance with the terms of the Relationship Agreement; or (iv) the Director ceases to be a Representative Director (as defined in the Relationship Agreement) for the purposes of the Relationship Agreement. For more information on the terms of the Relationship Agreement, please see section 9.4 of this Part X ''Additional Information''.

7.3 Senior Management Team and Directors' remuneration and benefits

During the period from 1 January 2016 to 31 December 2016, the only Director who received any remuneration or benefits from a member of the Group was Stephen Garvey (via BDHL), as set out below:

Name	Position	Basic salary or fees	Bonus	Benefits in kind	Pension contributions	Total
John Mulcahy	Founder and	—	—	—	—	—
	Executive Chairman
Justin Bickle	Founder and CEO	—	—	—	—	—
Stephen Garvey	Founder and COO	e100,000.00	e0.00	e0.00	e100,000.00	e200,000.00
Lady Barbara Judge, CBE	Senior Independent Non-executive Director	—	—	—	—	—
Robert Dix	Independent Non-executive Director	—	—	—	—	—
Richard Cherry	Independent Non-executive Director	—	—	—	—	—
Caleb Kramer	Non-executive Director	—	—	—	—	—

The total aggregate amount of remuneration paid and benefits in kind granted to members of the Senior Management Team during the period from 1 January 2016 to 31 December 2016 was e526,683.61, comprising e471,169.33 in salaries, e267.70 in benefits in kind, e50,500.00 in bonuses and e4,746.58 in pension contributions.

7.4 Pensions

The Group provides access for its employees to Standard Personal Retirement Savings Accounts (PRSAs) administered by Irish Life. The Group processes regular payments into the PRSAs on behalf of participating employees by making direct deductions from their salaries. The Group does not contribute additional amounts to pension or retirement arrangements, save for contributions of up to two per cent. of gross salary made in respect of certain members of the Senior Management Team into Clear Executive Pension Plans (Individual) in accordance with the terms of their employment. In addition, the Group has, from time to time, processed payments through payroll on behalf of Stephen Garvey into his SSAP scheme.

Following Admission, the Group intends to operate a new defined contribution pension scheme for certain of the executive Directors and members of the Senior Management Team (the ''New DC Scheme''). Pursuant to the proposed terms of the New DC Scheme, the Group expects to make contributions of up to 5 per cent. of the relevant employee's gross basic salary and will also match any employee contributions on a two-to-one basis, subject to a cap of ten per cent. on such matching contributions. As such, the Group may make employer contributions of up to 15 per cent. of the relevant employee's salary on an annual basis. The assets of the scheme are intended to be held separately from those of the Group under a trust independently administered by trustees appointed to the arrangement.

The Group intends to transfer the balances on each of its existing schemes to the New DC Scheme once it is established. To the extent that the relevant individual's consent is not obtained in relation to such transfer, the relevant existing scheme balance will be maintained with the current pension fund operator.

Save as disclosed above, there are no amounts set aside or accrued by the Group to provide pension, retirement or similar benefits to the Directors or the members of the Senior Management Team.

7.5 Long term incentive plan

New Long-Term Incentive Plan (LTIP)

The Group intends to implement the Long-Term Incentive Plan 2017 (the ''LTIP''), which has been designed following consultation with Mercer, in the period after Admission. The LTIP provides for grants of awards over Ordinary Shares in the form of nil-cost or nominal-cost share options (''LTIP Awards''). Employees of the Group, including executive Directors, are eligible to participate in the LTIP. The LTIP is a discretionary plan and participation is not intended to extend to all employees, and nor will it be a Revenue approved plan for Irish tax purposes. It is not currently anticipated that any individual who is a holder of Founder Shares will be selected for participation in the LTIP.

A summary of the material terms of the LTIP is set out below:

• (A) Administration. The LTIP is administered by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee may determine the form, amount and other terms and conditions of LTIP Awards and the persons to whom LTIP Awards will be granted.
• (B) Individual Limits. The Nomination and Remuneration Committee will determine the appropriate level of LTIP Awards for participants. However, the maximum number of Ordinary Shares under LTIP Awards granted to a participant in respect of any financial year will not have a market value exceeding 150 per cent. of a participant's base salary, except in exceptional circumstances where a grant of an LTIP Award may be up to 200 per cent. of a participant's salary.
• (C) Aggregate Limits. The number of Ordinary Shares which may be issued in respect of the LTIP or any other discretionary employee share plan adopted by the Company may not exceed: (i) 5 per cent. of the issued ordinary share capital of the Company in any 10-year period; and (ii) 1.5 per cent. of the issued ordinary share capital of the Company in any 3 year period. Ordinary Shares purchased in the market to satisfy LTIP Awards will not count towards this limit. The following shares will be disregarded when assessing these limits: (i) any shares that may be issued by the Company to holders of awards under any share based incentive plans operated by the Company (including the Founder Shares) and granted prior to the date of Admission; (ii) any shares that may be issued by the Company under any allemployee scheme operated by the Company, and (iii) any shares subject to an award or option that has lapsed, or been renounced, or become incapable of vesting.

• (D) Grant of Awards. LTIP Awards may be granted by deed or individual agreement with a participant and evidenced by certificates that provide additional terms, conditions, restrictions and/or limitations covering the grant of the LTIP Award including, without limitation, additional terms providing for performance conditions, as determined by the Nomination and Remuneration Committee. LTIP Awards may generally be granted in the period of 42 days following: (a) Admission; or (b) the announcement of the Company's results for any period, but the Nomination and Remuneration Committee may grant LTIP Awards at other times if it considers it appropriate in the circumstances.

• (E) Form of LTIP Awards. LTIP Awards will be granted in the form of options to acquire Ordinary Shares for a nil or nominal exercise price.

• (F) Performance Conditions. LTIP Awards are granted subject to performance conditions that will be determined by the Nomination and Remuneration Committee at the time of grant. Performance will normally be measured over a period of at least three years. Performance conditions may be amended or substituted if one or more events occur which cause the Nomination and Remuneration Committee to consider that an amended or substituted performance condition would be more appropriate. Any such amended or substituted performance condition will not be materially more or less difficult to satisfy.
• (G) Vesting of LTIP Awards. LTIP Awards will vest in the ordinary course on the latest of: (i) the vesting date or dates specified by the Nomination and Remuneration Committee at the time of grant (which will ordinarily be no less than three years from the date of grant); (ii) in respect of an LTIP Award subject to performance conditions, the date or dates on which the Nomination and Remuneration Committee determines the extent to which the specified performance conditions have been satisfied; and (iii) any other date determined by the Nomination and Remuneration Committee at the date of grant. Any part of an LTIP Award which does not vest in accordance with its terms and, if relevant the performance conditions, will immediately lapse.
• (H) Exercise period. LTIP Awards shall (to the extent they vest) be exercisable during the period commencing on the vesting date and ending on the seventh anniversary of the date of grant.
• (I) Malus and Clawback. The Nomination and Remuneration Committee may reduce the number of Ordinary Shares under an LTIP Award or require the participant to repay (for up to two years following the vesting date) an amount received on vesting of an LTIP Award in circumstances in which: (i) the value of the LTIP Award was determined on the basis of materially misstated data; (ii) the participant is guilty of gross misconduct or fraud, or (iii) the Company suffers reputational damage as a result of the actions or inactions of a participant.
• (J) Cessation of Employment. If an employee ceases to be employed by the Group, the treatment of their outstanding LTIP Awards will depend on the reason for the cessation of their employment. An employee will be treated as a good leaver if they cease employment by reason of death, disability, redundancy, their employer ceasing to be a member of the Group, their employment being transferred outside the Group or any other reason the Nomination and Remuneration Committee may determine. If an employee leaves for any other reason, their unvested LTIP Awards will lapse immediately. If a participant is a good leaver, they will be entitled to exercise their vested LTIP Awards within the exercise period set out in the relevant award certificate. Unvested LTIP Awards will be preserved and may vest at the original vesting date subject to the achievement of any applicable performance conditions. The number of Ordinary Shares comprising a preserved LTIP Award will generally be subject to a time pro rata reduction to reflect the portion of the vesting period which has not elapsed at the date of cessation. Preserved LTIP Awards (to the extent they vest) shall be capable of being exercised within the exercise period set out in the relevant award certificate. The Nomination and Remuneration Committee may at its discretion: permit unvested LTIP Awards to vest on such earlier date that it considers the circumstances to justify; determine the appropriate exercise period to apply to preserved LTIP Awards; and in exceptional circumstances disapply any time pro rata reductions that would otherwise apply to the LTIP Award. Vested LTIP Awards shall be exercisable within the exercise period set out in the relevant award certificate.
• (K) Change of Control. In the event of a change of control (whether by way of a takeover offer or a scheme of arrangement or compromise) or a voluntary winding-up of the Company, the Nomination and Remuneration Committee will determine the extent to which LTIP Awards will vest, if not already vested, having regard to the extent that the applicable performance conditions if any have been met up to the date of the relevant event and the period that has elapsed between the date of grant and the date of the occurrence of the relevant event. In appropriate circumstances the Nomination and Remuneration Committee may determine that the time pro rata reduction and performance conditions shall not apply. The Nomination and Remuneration Committee will determine an appropriate exercise period, and any LTIP Awards not exercised within this period shall lapse. Alternatively, the Nomination and Remuneration Committee and the acquiring company may agree to replace an LTIP Award with an

equivalent LTIP Award over shares in the acquiring company, or the Nomination and Remuneration Committee may make payment of a cash settlement for LTIP Awards equal per share to the relevant merger or takeover terms. In the event of an internal reorganisation which results in a new holding company for the Company with substantially the same shareholders as the Company, LTIP Awards may be replaced by equivalent LTIP Awards over shares in that new holding company.

• (L) Variation of Share Capital. In the event of a variation of the Company's share capital (whether by way of capitalisation or rights issue or sub-division or consolidation of the Ordinary Shares or a share capital reduction) the number of Ordinary Shares subject to an Award and any applicable exercise price may be adjusted by the Nomination and Remuneration Committee.
• (M) Transferability. LTIP Awards are generally non-transferable, other than to a participant's personal representatives or by will or the laws of descent and distribution on the death of a participant. Any attempt at a non-permitted transfer will result in lapse of the LTIP Award. LTIP Awards will not form part of a participant's pensionable earnings. LTIP Awards will lapse if a participant is declared bankrupt.
• (N) Shareholder Rights. Except as otherwise provided in the applicable LTIP Award grant documentation, all Ordinary Shares allotted or transferred to a participant on the exercise of an LTIP Award will rank equally with other Ordinary Shares then in issue (except in respect of rights arising prior to the date of exercise).
• (O) Amendment and Termination. The Nomination and Remuneration Committee may discontinue the grant of LTIP Awards or amend the LTIP at any time, provided that the provisions relating to:
• (i) the persons to whom LTIP Awards are or may be granted;
• (ii) the limitations on the number of Ordinary Shares over which LTIP Awards may be granted;
• (iii) the maximum entitlement for any one participant (if any); and
• (iv) the basis for determining a participant's entitlement to, and the terms of, shares under the LTIP and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub division or consolidation of shares or reduction of capital or any other variation of capital,

cannot be altered to the advantage of participants without the prior approval of the Company's shareholders in general meeting unless they are minor amendments to benefit the administration of the LTIP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the LTIP or for the Company or other members of the Group. Unless otherwise required by law or specifically provided in the LTIP, no amendment may be made which would adversely affect the rights of the participants under the LTIP unless consent is sought from the affected participants.

(P) Term. No Award may be granted on or after 26 September 2027. LTIP Awards granted before that date shall remain valid in accordance with their terms and the terms of the LTIP.

8. MANDATORY BIDS AND COMPULSORY ACQUISITION RULES

8.1 Mandatory Bids

As the Company is an Irish company with shares admitted to listing on the Official List of the Irish Stock Exchange and the Official List of the UKLA from Admission, the Irish Takeover Panel will monitor and supervise any takeover bid for the Company. The Irish Takeover Rules regulate acquisitions of the Company's securities.

Rule 5 of the Irish Takeover Rules prohibits the acquisition of securities or rights over securities in a company, such as the Company, which the Irish Takeover Panel has jurisdiction to supervise, if the aggregate voting rights carried by the resulting holding of securities and by the securities that are subject of such rights, if any, would amount to thirty per cent. or more of the voting rights of that company. If a person holds securities or rights over securities which in the aggregate carry thirty per cent. or more of the voting rights, that person is also prohibited from acquiring additional securities carrying 0.05 per cent. or more of the voting rights, or rights over such securities, in a 12-month period. Acquisitions by and holdings of concert parties must be aggregated. The prohibition does not apply to purchases of securities or rights over securities by a single holder of securities (including persons regarded as such under the Irish Takeover Rules) who already holds securities, or rights over securities, which represent in excess of fifty per cent. of the voting rights.

Rule 9 of the Irish Takeover Rules provides that where a person acquires transferable securities which, when taken together with securities held by that person and/or other persons acting in concert (as defined in the Irish Takeover Rules), amount to 30 per cent. or more of the voting rights of a company, that person (and/or such one or more persons acting in concert as the Irish Takeover Panel may direct) is required under Rule 9 to make a general offer- a ''mandatory offer'' to the holders of each class of equity share capital and to each other class of transferable, voting securities of the company to acquire their securities. The obligation to make a Rule 9 mandatory offer is also imposed on a person (or persons acting in concert) who holds securities conferring 30 per cent. or more of the voting rights in a company and who increases that stake by 0.05 per cent. or more of the voting rights in any 12 month period. However, a single holder of securities (including persons regarded as such under the Irish Takeover Rules) who holds securities conferring in excess of 50 per cent. of the voting rights in a company may purchase additional securities without incurring an obligation to make a Rule 9 mandatory offer. There have been no mandatory takeover bids or any public takeover bids by third parties in respect of the share capital of the Company in the last financial year or in the current financial year to date.

8.2 Squeeze Out

The European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 set out a procedure enabling a bidder for an Irish company which has securities admitted to trading on an EU regulated market to acquire compulsorily the securities of those holders who have not accepted a general offer-the ''squeeze-out'' right on the terms of the general offer.

The main condition which needs to be satisfied before the ''squeeze-out'' right can be exercised is that the bidder, pursuant to acceptance of a bid for the beneficial ownership of all the transferable voting securities (other than securities already in the beneficial ownership of the bidder) in the capital of the company, has acquired, or unconditionally contracted to acquire, securities which amount to not less than nine-tenths of the nominal value of the securities affected and carry not less than nine tenths of the voting rights attaching to the securities affected.

8.3 Buy-Out

The European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 also provide for rights of ''sell-out'' for Shareholders in Irish companies which have securities admitted to trading on an EU regulated market. Holders of securities carrying voting rights in the company who have not accepted a bid by way of a general offer for the beneficial ownership of all of the voting securities in the company (other than securities already in the beneficial ownership of the bidder) have a corresponding right to oblige the bidder to buy their securities on the terms of the general offer under which the beneficial ownership of the securities of the assenting security holders was acquired by the bidder. The main condition to be satisfied to enable the exercise of ''sell-out'' rights is that the bidder has acquired, or unconditionally contracted to acquire, securities which amount to not less than nine- tenths in nominal value of the securities affected and which carry not less than nine-tenths of the voting rights attaching to the securities affected.

8.4 Substantial Acquisition Rules

The Substantial Acquisition Rules are designed to restrict the speed at which a person may increase a holding of voting securities (or rights over such securities) of a company which is subject to the Irish Takeover Rules, including the Company. The Substantial Acquisition Rules prohibit the acquisition by any person (or persons acting in concert with that person) of shares or rights in shares carrying 10 per cent. or more of the voting rights in the Company within a period of seven calendar days if that acquisition would take that person's holding of voting rights to 15 per cent. or more but less than 30 per cent. of the voting rights in the Company.

8.5 Transparency Regulations and Rules

Under the Transparency Regulations and Rules, shareholders of a company are required to notify a listed company (and at the same time the Central Bank of Ireland) within two trading days when their voting rights in the company reach, exceed or fall below 3 per cent. of the voting rights attached to the company's share capital and also each time they increase or decrease by a whole integer above 3 per cent. The company is obliged, under the Transparency Regulations and Rules, to publish any such notification received no later than the trading day following receipt.

The Transparency Regulations and Rules oblige a company to publish the total number of voting rights and capital at the end of each calendar month during which an increase or decrease of such total number occurs. Further disclosure is required where a company acquires or disposes of its own shares, either itself or through another person acting on its behalf, when the percentage of voting rights attributable to those shares exceeds or falls below the thresholds of 5 per cent. or 10 per cent.

The Transparency Regulations and Rules also oblige a company to notify a RIS as soon as possible after any decision to pay or withhold any dividend or interest payment on listed securities and of the results of any new issue of equity securities or preference shares or of a public offering of existing shares or other equity shares.

8.6 Irish Merger Control Legislation

Under Irish merger control legislation, any person or entity proposing to acquire direct or indirect control of the Company through the acquisition of Ordinary Shares or otherwise must, subject to various exceptions and if certain financial thresholds are met or exceeded, provide advance notice of such acquisitions to the CCPC which notification would be available on the CCPC's website. The financial thresholds to trigger mandatory notification are, subject to certain exceptions, (i) the aggregate turnover in the State of the undertakings involved is not less than e50 million, and (ii) the turnover in the State of each of two or more of the undertakings involved is not less than e3 million. Failure to notify properly is an offence under Irish law. The Competition Act 2002, as amended, defines ''control'' as existing if, by reason of securities, contracts or any other means, decisive influence is capable of being exercised with regard to the activities of a company. Under Irish law, any transaction subject to the mandatory notification obligation set out in the legislation (or any transaction which has been voluntarily notified to the CCPC) will be void, if put into effect before the approval of the CCPC is obtained or before the prescribed statutory period following notification of such transaction lapses without the CCPC having made an order.

9. MATERIAL CONTRACTS

The following is a summary of the material contracts (other than contracts entered into in the ordinary course of business) which have been entered into by the Group since incorporation and any other contracts which have been entered into by the Group which contain any provision under which the Group has any obligation or entitlement which is or may be material to the Group at the date of this Prospectus.

9.1 Share for Share Exchange Agreement

On 6 October 2017, Stephen Garvey and the Company entered into the Share for Share Exchange Agreement. Under the Share for Share Exchange Agreement, the Company will acquire the entire issued share capital of BCL and BDHL in consideration for the issue to Stephen Garvey of 4,427,000 Ordinary Shares in the Company, credited as fully paid up, and, if applicable, the payment of the Bridgedale True-up Amount. BCL and BDHL will subsequently be transferred to Glenveagh Properties (Holdings) Limited. The Share for Share Exchange Agreement is conditional on Admission occurring, the Placing Agreement becoming unconditional in accordance with its terms and not having been terminated in accordance with its terms and the approval of the payment of the Bridgedale True-Up Amount (if any) under the Share for Share Exchange Agreement pursuant to section 82 of the Companies Act 2014. To the extent such conditions are not fulfilled by 27 October 2017, the Share for Share Exchange Agreement shall terminate without any further action required by the parties. Under the Share for Share Exchange Agreement, Stephen Garvey has given warranties as to title to his shares in BCL and BDHL and his capacity to enter into the agreement.

9.2 Placing Agreement

On 10 October 2017, the Company, the Directors and the Joint Global Co-ordinators entered into the Placing Agreement. Pursuant to the Placing Agreement:

* the Company has appointed Credit Suisse and Davy as Joint Global Co-ordinators in connection with Admission and the Offer and Davy as sponsor in connection with Admission in Ireland;

• * subject to certain conditions that are typical for an agreement of this nature, the Company has agreed to allot and issue the Offer Shares at the Offer Price to subscribers procured by Credit Suisse and Davy;
• * the Joint Global Co-ordinators have severally agreed, subject to certain conditions, to use reasonable endeavours to procure subscribers for (or, failing which, to subscribe for themselves) the Offer Shares to be issued pursuant to the Offer at the Offer Price;
• * the Company has agreed to pay the Joint Global Co-ordinators a base commission of:
• o in the event the gross proceeds of the Offer are equal to or less than e300 million, 2.75 per cent.;
• o in the event that the gross proceeds of the Offer are more than e300 million and up to or equal to e400 million, 2.75 per cent. on the gross proceeds up to and equal to e300 million and 3.00 per cent. on the gross proceeds exceeding e300 million; or
• o in the event that the gross proceeds of the Offer are more than e400 million, 2.75 per cent. on the gross proceeds up to or equal to e300 million, 3.00 per cent. on the gross proceeds exceeding e300 million up to or equal to e400 million and 3.25 per cent. on the gross proceeds exceeding e400 million.

In addition, the Company may, in its absolute discretion, elect to pay an additional commission of up to 0.5 per cent. to the Joint Global Co-ordinators on the gross proceeds of the Offer;

• * the obligations of the Joint Global Co-ordinators to use reasonable endeavours to procure subscribers for or, failing which, to themselves subscribe for the Offer Shares (as the case may be) on the terms of the Placing Agreement are subject to certain customary conditions. These conditions include there being no breach of any of the warranties given in the Placing Agreement prior to Admission, there not having been a material adverse change prior to Admission and Admission occurring on or before 8.00 a.m. on 13 October 2017 (or such later time and/or date as the Joint Global Co-ordinators and the Company may agree in writing). In addition, the Joint Global Co-ordinators have the right to terminate the Placing Agreement, exercisable in certain circumstances, in relation to the Offer Shares at any time prior to Admission;
• * the Company and the Directors have given certain representations, warranties and undertakings to the Joint Global Co-ordinators. The liability of the Company under the Placing Agreement is unlimited as to amount and time. The liability of the Directors under the Placing Agreement is limited as to amount and (in relation to certain representations, warranties and undertakings) as to time;
• * the Company and the Founders have given certain indemnities to the Joint Global Coordinators and their respective affiliates;
• * the parties to the Placing Agreement have given certain representations, warranties and undertakings regarding compliance with certain laws and regulations affecting the making of the Offer in relevant jurisdictions; and
• * the Company has also entered into lock-up arrangements which are described in paragraph 9.3 of this Part X ''Additional Information'' of this Prospectus.

9.3 Lock-up Agreements

Pursuant to the Placing Agreement, the Company has agreed that, subject to certain customary exceptions, for the period ending 180 days from the date of Admission, it will not, without the prior written consent of the Joint Global Co-ordinators (not to be unreasonably withheld or delayed), issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any interest in Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares or any interest in Ordinary Shares or file any registration statement under the Securities Act or file or publish any prospectus in relation to the foregoing, enter into any swap or other agreement or transaction that transfers any of the economic consequences of ownership of the Ordinary Shares or agree or offer to do any of the foregoing during the 180-day period. This undertaking shall not apply to the Founder Shares, the allotment, issue or offer by or on behalf of the Company of the Ordinary Shares in connection with the Offer, the Ordinary Shares to be issued in connection with the Bridgedale Individuals Offer, the Ordinary Shares to be issued to Stephen Garvey pursuant to the Share for Share Exchange Agreement, the Ordinary Shares to be issued to OCM pursuant to the TIO RLF Acquisition Agreement, the Ordinary Shares to be issued to Durrow Ventures, John Mulcahy, Lady Barbara Judge CBE, Richard Cherry and Robert Dix independently of the Offer but at the Offer Price (conditional upon Admission) and the Ordinary Shares to be issued in connection with any longterm incentive plan which is adopted by the Company following Admission as described in section 7.5 of Part X ''Additional Information'' this Prospectus.

OCM entered into a Lock-Up Agreement on 10 October 2017 under which it agreed that, subject to certain exceptions, during the period ending 180 days from the date of Admission, it will not, without the prior written consent of the Company and the Joint Global Co-ordinators, offer, lend, mortgage, assign, charge, pledge, sell or contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any of the Ordinary Shares it receives as consideration for the acquisition by the Group of certain Conditionally Acquired Sites or securities convertible or exchangeable for such Ordinary Shares (or any interest therein or in respect thereof), enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of such Ordinary Shares (whether any such swap or transaction is to be settled by delivery of the Ordinary Shares, in cash or otherwise) or agree or offer to do any of the foregoing. In addition to exceptions customary for a transaction of this nature, the undertakings of OCM in its Lock-up Agreement are also subject to exceptions in respect of a potential margin loan facility that OCM may enter into with Credit Suisse or its affiliates, as described below.

Although no binding agreement has been entered into, OCM and Credit Suisse are in discussions with respect to the provision by Credit Suisse or its affiliates to OCM of a potential margin loan facility (the ''Margin Loan Facility'') within six months from the date of Admission. Any such Margin Loan Facility would be for the benefit of OCM, and not for the Group It is expected that the financed amount under the Margin Loan Facility, if entered into, would be a maximum of up to £45 million. Taking into account the expected maximum financed amount under the Margin Loan Facility and the number of Ordinary Shares to be held by OCM at Admission, it is expected that the value of the financed amount in relation to the value of the Collateral Shares (as defined below) would represent a percentage of up to 40 per cent. It is expected that the maturity date of the facility would be in the region of 3 years from the date of drawdown.

The Margin Loan Facility would be secured by all of the Ordinary Shares held by OCM following Admission (the ''Collateral Shares''). It is expected that Credit Suisse or its relevant affiliate would have the right under the Margin Loan Facility to direct the sale or other enforcement of the collateral at any time after the occurrence of events of default typical in financing agreements such as non-payment, breach of covenants or obligations by OCM, insolvency or material adverse changes.

The lock-up undertakings of OCM in its Lock-up Agreement do not apply to (i) any mortgage, pledge, lien, charge or other legal or equitable security over or in respect of Ordinary Shares as security for or otherwise in connection with any Margin Loan Facility entered into with Credit Suisse or its affiliates; (ii) any appropriation, transfer or disposal (in whole or in part) of Ordinary Shares pursuant to any enforcement of the security over Ordinary Shares granted by OCM to or for the benefit of Credit Suisse or its affiliates under any such Margin Loan Facility who shall not be prevented from taking ownership of, transferring or selling any Ordinary Shares as a result of any such enforcement; and (iii) any transfer or disposal (in whole or in part) in respect of the enforcement of any pledge, charge, mortgage or other legal or equitable security over or in respect of the Ordinary Shares granted by OCM to or for the benefit of Credit Suisse or its affiliates under such Margin Loan Facility in favour of any transferee or purchaser.

Each of the Founders entered into a separate Lock-Up Agreement on 10 October 2017, pursuant to which each agreed that, subject to certain customary exceptions, he will not, without the prior written consent of the board of the Company, offer, lend, mortgage, assign, charge, pledge, sell or contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any of the Ordinary Shares resulting from the conversion of the Founder Shares or securities convertible or exchangeable for such Ordinary Shares (or any interest therein or in respect thereof), enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of such Ordinary Shares (whether any such swap or transaction is to be settled by delivery of the Ordinary Shares, in cash or otherwise) or agree or offer to do any of the foregoing. These restrictions apply, in respect of 50 per cent. of the Ordinary Shares held by him resulting from conversion of Founder Shares, for the period ending 365 days from the date of conversion, and in respect of the remaining 50 per cent. of such Ordinary Shares, for the period ending 730 days from the date of conversion (provided that, in each case, if there is more than one date of conversion relating to the relevant Founder Shares, the relevant lock-up period for each share shall be calculated from the date of the conversion of the relevant Founder Share into such Ordinary Share). As Durrow Ventures, an Isle of Man company of which Justin Bickle is the sole shareholder, holds the beneficial interest is Justin Bickle's Founder Shares Durrow Ventures is a party to the Lock-up Agreement in respect of these Founder Shares and bound by the same restrictions.

Furthermore, pursuant to his Lock-up Agreement, Stephen Garvey has agreed that, subject to certain customary exceptions, during the period ending 365 days from the date of Admission, he will not, without the prior written consent of the Company and the Joint Global Co-ordinators, offer, lend, mortgage, assign, charge, pledge, sell or contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any of the Ordinary Shares he receives as consideration for the acquisition by the Company of BDHL and BCL or securities convertible or exchangeable for such Ordinary Shares (or any interest therein or in respect thereof), enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of such Ordinary Shares (whether any such swap or transaction is to be settled by delivery of the Ordinary Shares, in cash or otherwise) or agree or offer to do any of the foregoing.

The Lock-up Agreements entered into by Durrow Ventures, Richard Cherry, Robert Dix, Lady Barbara Judge CBE and John Mulcahy require that, subject to certain customary exceptions, during the period ending 180 days from the date of Admission, they will not, without the prior written consent of the Company and the Joint Global Co-ordinators, offer, lend, mortgage, assign, charge, pledge, sell or contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any of the Ordinary Shares for which they have agreed to subscribe independently of the Offer but at the Offer Price or securities convertible or exchangeable for such Ordinary Shares (or any interest therein or in respect thereof), enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of such Ordinary Shares (whether any such swap or transaction is to be settled by delivery of the Ordinary Shares, in cash or otherwise) or agree or offer to do any of the foregoing. Justin Bickle is a party to the Lock-up Agreement entered into by Durrow Ventures in respect of such Ordinary Shares and bound by the same restrictions.

9.4 Relationship Agreement

On 10 October 2017, the Company, OCM, OCM Luxembourg EPF III SARL (''EPF III'') and the Joint Global Co-ordinators entered into an agreement in relation to the Company (the ''Relationship Agreement''). The principal purpose of the Relationship Agreement is regulating the continuing relationship between OCM and the Company, to ensure that the Company is capable at all times of carrying on its business independently of OCM.

The Joint Global Co-ordinators are parties to the Relationship Agreement for the purpose of receiving certain warranties and undertakings from OCM. EPF III is party to the Relationship Agreement for the purpose of providing certain non-compete and non-solicitation undertakings to the Company. EPF III is the Luxembourg socie´te´ a` responsabilite´ limite´ e through which Oaktree's European Principal Fund III holds its European investments, while OCM is the qualifying investor fund through which EPF III holds its investments in Irish real estate assets. EPF III is the sole ultimate investor in OCM, which will hold shares in the Company after Admission.

The obligations on the parties under the Relationship Agreement will take effect on and from Admission and will continue until: (a) OCM (or any person controlled by OCM) ceases to hold at least 12.5 per cent. of the Ordinary Shares; or (b) OCM is in material breach of its obligations under the Relationship Agreement and the Company serves a notice to terminate (and, if capable of remedy, such breach is not remedied within ten business days of notice).

The Relationship Agreement regulates the continuing relationship between OCM, EPF III and the Company after Admission. In particular:

• (A) for as long as OCM (or its controlled persons) holds 12.5 per cent. or more of the Company's issued share capital (a ''Relevant Interest''), OCM shall be entitled to nominate one person as a Director and the Company shall provide that such person is appointed as a Director (the ''Representative Director'') and such Representative Director may be paid, either directly or via a management or services company, reasonable fees and expenses in respect of the performance of that Representative Director's duties as a Director;
• (B) EPF III agrees that it shall not (and shall procure that any person controlled by it shall not) (i) subject to certain exceptions in relation to its existing businesses, make any investment in any business which is in competition with the Company in Ireland or (ii) offer to employ or seek to entice away from the Company any executive director or senior employee of the Group;
• (C) all transactions and relationships between OCM (or any person controlled by OCM) and any member of the Group will be conducted on arm's length and normal commercial terms and in compliance with applicable laws and regulations;
• (D) OCM agrees that it shall not (and shall procure that any person controlled by it shall not) take any action that would, among other things, prevent the Company from complying with its obligations as a listed company, inhibit the Group from operating and making decisions for the benefit of Shareholders as a whole, influence the day-to-day running of the Company at an operational level, or hold or acquire a material shareholding in any of the Company's subsidiaries; and
• (E) OCM undertakes that it shall not acquire interests in Ordinary Shares, without the consent of the Independent Board, if it is reasonable to expect that such acquisition will require a mandatory offer under the Irish Takeover Rules and that it shall give notice to the Company before divesting any interest of 5 per cent. or more of the issued Ordinary Shares or in other circumstances where divestment is likely to result in costs being incurred by the Company.

For the purposes of the Relationship Agreement, a person controlled by OCM or EPF III means that OCM or EPF III, as the case may be, holds, directly or indirectly, a majority of the voting rights in such other person or a right to approve the identity of the majority of the directors or equivalent officers of such other company. In addition, a partnership is controlling, controlled by or under common control with OCM or EPF III if OCM or EPF III, as the case may be, controls, is controlled by, or is under common control with the general partner of such partnership.

OCM also provides certain warranties and undertakings (on behalf of itself and any person controlled by OCM) to the Joint Global Co-ordinators in respect of its subscription for the Consideration Shares. For as long as OCM (or its controlled persons) holds 5 per cent. or more of the Company's issued share capital, the Company has agreed to provide financial and other information to enable OCM to satisfy its accounting, tax reporting or other similar requirements.

9.5 TIO RLF Acquisition Agreement

On 6 October 2017, the Company, TIO ICAV (acting solely in respect of its sub fund, TIO RLF), OCM and BCL entered into the TIO RLF Acquisition Agreement. Pursuant to the TIO RLF Acquisition Agreement:

• (A) the Company has agreed to acquire fourteen of the Conditionally Acquired Sites from TIO RLF, being certain interests in Marina Village, Greystones and the properties at: (i) Cois Glaisin, Navan, Co. Meath; (ii) Herbert Hill, Dundrum; (iii) Holsteiner Park, Clonee; (iv) Rocky Road, Keatingstown, Wicklow; (v) Blackcastle Demesne, Navan, Co. Meath; (vi) Blessington, Co. Wicklow; (vii) Naul Road Phase 1, Balbriggan, Co. Dublin; (viii) The Birches, Foxrock, Co. Dublin; (ix) Clonmagadden, Navan, Co. Meath; (x) Delgany, Co. Wicklow; (xi) Castleknock Golf Club, Co. Dublin; (xii) Hilltown, Clonee; and (xiii) Kiladoon, Celbridge.

• (B) Completion of the acquisitions is conditional on Admission (save for Marina Village, Greystones, for further details of which please see section 9.9 of this Part X ''Additional Information''). TIO RLF has delivered executed deeds of assurance in respect of each of the properties which will be released from escrow (together with all other title and related documentation relating to each of the properties) in order to transfer legal title to the properties to the Group. The consideration for the acquisitions will be the issuance to OCM of Ordinary Shares with a value of e110.25 million (based on the Offer Price) on Admission. The total value of the Ordinary Shares to be issued to OCM is based on the Red Book valuation of each of the properties, plus a transaction fee of e10m.

• (C) The transfer of each of the properties save for Marina Village, Greystones shall be governed by the General Conditions of Sale save in so far as they are amended by the special conditions in the agreement. For more information about the General Conditions of Sale, please see section 10 in ''Presentation of Information''.

• (D) A limited set of warranty protections, including in respect of authority and capacity to enter into the TIO RLF Acquisition Agreement and the arrangements contemplated thereby, as well as solvency have been provided by TIO RLF under the agreement. The Company has also given certain warranties under the agreement, primarily relating to capacity to enter into the agreement and the arrangements contemplated thereby, and solvency. These warranties were given at the date of the TIO RLF Acquisition Agreement, were repeated at the date of this Prospectus and will be repeated as at the date of completion of the acquisition, being the date of Admission. The period in respect of which claims can be notified for any breach of warranty is 12 months from the date of Admission. Certain other limitations apply in relation to warranty claims including that neither party shall be liable unless the amount of the liability in respect of an individual claim exceeds e50,000 and that a minimum aggregate amount of e500,000 for all claims has been reached. The maximum aggregate liability of TIO RLF for all claims under the warranties is e110.25 million, being the consideration for the acquisitions provided that the liability of TIO RLF in respect of all and any claims in respect of a particular property shall not exceed the Red Book valuation in respect of such property, and the maximum aggregate liability of the Company for all claims under the warranties is e110.25 million. The limitations and exclusions contained in the agreement do not apply to any warranty claim that relates in whole or in part arises out of or is increased, or is delayed, as a result of fraud, wilful default or deliberate concealment on the part of TIO RLF or BCL or any of their representatives, agents or advisers.
• (E) BCL will continue to provide advisory and development services to TIO RLF (and its affiliates) in accordance with the terms of the Asset Advisory Services Agreement until 1 January 2018 but with respect to the TIO RLF Retained Units only. In the event that any of the TIO RLF Retained Units are not sold and sale proceeds received on or by 1 January 2018 (the ''Remaining TIO RLF Retained Units''), then the Company is obliged to purchase those units at the agreed sales price for each such unit, as specified in the TIO RLF Acquisition Agreement and the completion date of such purchases will be 15 January 2018. The General Conditions of Sale will apply to such purchase.

9.6 Kells Acquisition Agreements

BDHL entered into a series of agreements on 6 October 2017 with various vendors which together comprise the Kells Acquisition Agreements. Each provides for the purchase by BDHL of one of the Conditionally Acquired Sites and all are conditional upon the occurrence of Admission. Each of the Kells Acquisition Agreements is governed by the General Conditions of Sale save in so far as they are amended by special conditions in the agreement. For more information about the General Conditions of Sale, see section 10 in ''Presentation of information''. The consideration under each of the Kells Acquisition Agreements is set out below together with the market valuation for each property pursuant to the valuation carried out by Knight Frank on 31 August 2017 and contained in Part XII ''Valuers' Reports''. Save with respect to the site at Oakfield, Forge Road, Enniskerry, Co. Wicklow (in relation to which the Group can defer completion or terminate the relevant agreement if vacant possession is not obtained by the vendor), and Maplewoods, Ballinacurra West, Midleton, Co. Cork; Castleredmond, Midleton, Co. Cork; and Quinns Cross, Mungret, Co. Limerick which are subject to registrations to perfect the vendors' title at the Irish Land Registry, the consideration under each of the Kells Acquisition Agreements is payable within 10 Business Days of Admission. To the extent that Admission has not occurred by midnight on 30 November 2017 either party has the right to rescind each of the Kells Acquisition Agreements.

Site	Consideration (g)	Market Valuation (g)
Proby Square, Off Carysfort Avenue, Blackrock,	11,000,000	11,000,000
Co. Dublin
20 Shrewsbury Road, Ballsbridge, Dublin	11,300,000	11,300,000
Burkeen Road, Keatingstown, Co. Wicklow	5,000,000	5,000,000
Church Lane, Greystones, Co. Wicklow	1,000,000	1,000,000
Maplewoods, Ballinacurra West, Midleton, Co. Cork	2,250,000	2,250,000

Site	Consideration (g)	Market Valuation (g)
Old Connaught Avenue, Rathmichael, Co. Dublin	1,000,000	1,000,000
Great Connell Abbey Stud, Newbridge, Co. Kildare	1,800,000	1,800,000
Quinns Cross, Mungret, Co. Limerick	1,250,000	1,250,000
Parson Street, Maynooth, Co. Kildare	3,000,000	3,000,000
Oakfield, Forge Road, Enniskerry, Co. Wicklow	2,750,000	2,750,000
Castleredmond, Midleton, Co. Cork	2,350,000	2,350,000
Adelaide Road, Bray, Co. Wicklow	1,650,000	1,650,000

9.7 Braddington Acquisition Agreement

BDHL entered into the Braddington Acquisition Agreement with the owner of Braddington on 6 October 2017. BDHL currently owns approximately 35 per cent of the issued share capital of Feathermist and Braddington owns the remainder. Completion under the Braddington Acquisition Agreement is conditional upon Admission. On completion, BDHL shall pay the owner of Braddington the sum of e928,049 and shall procure that Braddington (or another party on its behalf) pays the owner of Braddington e1,659,655 in full and final settlement of a loan provided to Braddington by the owner of Braddington, at which point all completion deliverables will be released from escrow, and BDHL will acquire the entire issued share capital in Braddington consisting of 1 share of e1.00. Under the Braddington Acquisition Agreement, the owner of Braddington has given warranties as to title to his shares in Bradddington and his capacity to enter into the agreement. To the extent that Admission has not occurred by 31 December 2017 either party has the right to terminate the agreement. Feathermist owns the Ballyboughal Site. The market value of the Ballyboughal Site pursuant to the valuation carried out by Knight Frank on 31 August 2017 and set out in Part XII ''Valuers' Reports'' is e4,500,000. Neither Braddington nor Feathermist Limited have engaged in any activities except for activities related to the holding of the Ballyboughal Site and to maintenance of their corporate existence.

9.8 Greystones Devco Acquisition Agreement

On 6 October 2017, OCM and BDHL entered into the Greystones Devco Acquisition Agreement. Completion under the Greystones Devco Acquisition Agreement is conditional upon the occurrence of Admission. On completion, BDHL will pay e1.00 to OCM, at which point all completion deliverables will be released from escrow, and BDHL will acquire the entire issued share capital of Greystones Devco consisting of 1 share of e1.00. Under the agreement OCM has given warranties as to title to its shares in Greystones Devco and its capacity to enter into the Greystones Devco Acquisition Agreement. To the extent that Admission has not occurred by 27 October 2017 either party has the right to terminate the agreement.

9.9 Marina Village, Greystones – Property Participation Agreement

On 19 June 2015, TIO RLF and Sispar entered into the Greystones Property Participation Agreement to provide for TIO RLF's participation in the Greystones Marina Village development and govern the parties' respective rights and obligations arising thereunder. BDHL has contracted with TIO RLF and Sispar, conditional on Admission, to accede to and amend and restate the Greystones Property Participation Agreement in order to obtain the rights and assume the obligations thereunder in respect of the development. Pursuant to the Greystones Property Participation Agreement:

• (A) prior to Admission, Sispar was entitled to receive a profit share of 18 per cent. of the sale proceeds of each unit, subject to a minimum guaranteed amount and a maximum cap over the course of the development. Under the terms of the amended and restated Greystones Property Participation Agreement, BDHL will be required, on Admission, to make a lump sum payment of approximately e21 million to Sispar in full and final settlement of any further profit share payments to Sispar (and accordingly the minimum and maximum profit share concepts will cease to apply). This amount takes account of payments received by Sispar up to the date of transfer to BDHL (which would have been counted towards the minimum amount to which Sispar would otherwise be entitled under the original terms of the Greystones Property Participation Agreement) and the ongoing profit share which TIO RLF would owe to Sispar in respect of the TIO RLF Retained Units.

• (B) BDHL is required to make certain ongoing financial contributions in consideration of the right to participate in the development, including:

• (i) contributing in prescribed payment tranches towards the cost of coastal protection works required to be performed by Sispar under the Greystones Concession Contract during the construction phase of the project (of which e2,003,000 will remain to be paid after Admission);

• (ii) discharging the cost of Sispar providing certain public amenity services under the Greystones Concession Contract (which will thereafter be discharged through amenity charges levied on residential unit holders when units are sold) by making annual payments to Sispar until 2021 up to a total of e1,887,660 (of which e700,260 has been paid to date);
• (iii) constructing certain commercial units forming part of the development, of which units up to 1,525 square metres will be retained by Sispar when constructed, and for three years after completion of the units guaranteeing any shortfall of rental income from these units up to a cap of e242,000 per annum;
• (iv) the assumption by BDHL of certain revenue sharing obligations to WCC under the Greystones Concession Contract where sales proceeds exceed a certain threshold;
• (v) if invoiced by Sispar, discharging Sispar's costs of maintaining the insurances it is required to maintain during the construction phase of the Greystones Concession Contract (including construction all risks, delay in start-up, third party liability, environmental impairment liability, motor, professional indemnity and non-negligence insurances as specified in the Greystones Concession Contract);
• (vi) contributing to Sispar's costs in maintaining the Greystones Performance Bonds in an amount equal to 1.2 per cent. of the guaranteed sum under the relevant bond;
• (C) the parties to the Greystones Property Participation Agreement have been given certain limited termination rights, including cross-default provisions with the Greystones D&C Sub-Contract such that termination of the Greystones D&C Sub-Contract can cause the Greystones Property Participation Agreement to terminate and vice versa.
• (D) as BDHL's rights to participate in the development ultimately derive from Sispar's rights under the Greystones Concession Contract (to which BDHL is not a party), BDHL has step-in rights under the Greystones Direct Agreement if Sispar is in default giving rise to a risk of termination of the Greystones Concession Contract. The step-in rights are limited to those rights and obligations under the Greystones Concession Contract relating to the residential and commercial element only (and do not include the unrelated elements of the wider PPP project, such as works at the marina and harbour) and the cost of BDHL performing any additional obligations of Sispar under the Greystones Concession Contract will be owed by Sispar to BDHL. If the Greystones Concession Contract is terminated for any reason and Sispar is entitled to receive compensation from WCC, BDHL is entitled to receive a portion of such compensation to reflect BDHL's investment in the development.
• (E) TIO RLF remains a party to the Greystones Property Participation Agreement to retain the rights and obligations thereunder insofar as they relate to those units the interest in which TIO RLF is retaining and which do not form part of the acquisition by BDHL. TIO RLF's obligations and liabilities under the Greystones Property Participation Agreement are separate and independent from those of BDHL (and vice versa) with no joint and several liability or cross-default concepts.
• (F) the obligations of Sispar under the Greystones Property Participation Agreement and the obligations of Sispar Construction under the Greystones D&C Sub-Contract are guaranteed by Sicon, subject to an aggregate limitation of liability of e15,000,000.
• (G) the obligations of BDHL under the Greystones Property Participation Agreement are guaranteed by the Company under the Greystones PPA Guarantee.

In conjunction with the Greystones Property Participation Agreement, on 16 November 2015, Sipar entered into an Amendment Agreement in respect of the Greystones Concession Contract with WCC. The purpose of this agreement was to amend the Greystones Concession Contract to acknowledge and provide for certain matters arising from TIO RLF's (and subsequently BDHL's) participation in the development. This includes, among other things, the inclusion of certain amounts due to BDHL in any compensation becoming payable by WCC on termination of the Greystones Concession Contract.

9.10 Marina Village, Greystones – Title Delivery Agreement

On 16 November 2015, TIO RLF entered into the Greystones Title Delivery Agreement with WCC, the WCC SPV and Sispar. BDHL has contracted with TIO RLF, Sispar, WCC and the WCC SPV, conditional on Admission, to accede to and amend and restate the Greystones Title Delivery Agreement in order to obtain the rights thereunder in respect of the development, primarily the right to call upon the WCC SPV to grant title to any units which BDHL contracts for sale to purchasers. Pursuant to the Greystones Title Delivery Agreement:

• (A) the WCC SPV is required to grant title to units in phases 2, 3 and 4 of the development only following substantial completion of phase 1 of the development, and to units in phases 5 and 6 of the development following substantial completion of the public park in accordance with the Greystones Concession Contract.
• (B) BDHL is also entitled to enter into leases/letting agreements in respect of the units without the consent of WCC or the WCC SPV.
• (C) TIO RLF remains a party to the Greystones Title Delivery Agreement to retain the right to call on the WCC SPV to grant title in respect of those units the interest in which TIO RLF is retaining and which do not form part of the acquisition by the Group.

9.11 Marina Village, Greystones – Direct Agreement and Direct Agreement Novation Agreement

On 16 November 2015, TIO RLF entered into the Greystones Direct Agreement with WCC, Sispar, Greystones Devco and Sicon. BDHL, together with TIO RLF, WCC, Sispar, Greystones Devco and Sicon, has signed a novation agreement (being the Direct Agreement Novation Agreement), which is being held in escrow and will be released and dated conditional on Admission, to accept novation of the Greystones Direct Agreement from TIO RLF in order to obtain TIO RLF's rights and assume TIO RLF's obligations thereunder. Pursuant to the Greystones Direct Agreement:

• (A) WCC may not terminate the Greystones Concession Contract for Sispar default without notifying BDHL and allowing BDHL the option to ''step-in'' by remedying the default and assuming Sispar's obligations under the Greystones Concession Contract insofar as they relate to the development. If BDHL elects to step-in, its costs in doing so will be recoverable from Sispar under the Greystones Property Participation Agreement.
• (B) BDHL has assumed Sispar's variable revenue share obligations to WCC in the event that sale proceeds from the development exceed certain prescribed thresholds.
• (C) unlike the Greystones Property Participation Agreement and Greystones Title Delivery Agreement, TIO RLF will no longer be a party to the Greystones Direct Agreement following Admission.

9.12 Marina Village, Greystones – D&C Sub-Contract

On 16 November 2015, Greystones Devco entered into the Greystones D&C Sub-Contract with Sispar Construction. The Greystones D&C Sub-Contract is a sub-contract to the Greystones D&C Contract (and therefore a sub-sub-contract to the Greystones Concession Contract). The Greystones D&C Sub-Contract will remain in situ following the acquisition by the Group of Greystones Devco. Pursuant to the Greystones D&C Sub-Contract:

• (A) Greystones Devco has the right to access and obligation to develop the property by way of licence and the obligation to build the residential and commercial property elements of the development (as well as certain related public works elements such as a public park, boardwalk, spine road, etc.). Greystones Devco's obligations under the Greystones D&C Sub-Contract are substantially ''back to back'' with Sispar Construction's design and build obligations under its Greystones D&C Contract with Sispar (other than unrelated elements of the wider PPP project, such as works to the harbour and marina), which are themselves back to back with Sispar's design and build obligations under the Greystones Concession Contract (as would be typical of a PPP structure);

• (B) Greystones Devco has agreed to indemnify Sispar Construction in respect of claims or losses in respect of damage to property, invalidation of required insurances, personal injury or death, claims by houses purchasers for defects, or WCC exercising its step-in rights under the Greystones Concession Contract or calling on the Greystones Performance Bonds, in each case where caused by Greystones Devco's breach of the Greystones D&C Sub-Contract;

• (C) Greystones Devco is designated as the ''building owner'' in respect of the works pursuant to the Building Control Regulations 1997 to 2014 and thus is responsible for ensuring the works are carried out in accordance with Building Regulations and appointing an assigned certifier and design certifier for certification purposes (in each case being O'Mahony Pike Architects);

• (D) Greystones Devco is to perform the role of ''project supervisor for the construction stage'' of the works, a statutory health and safety role required to be carried out on construction projects pursuant to the Safety, Health and Welfare at Work (Construction) Regulations 2013. DBFL Consulting Engineers Limited is the ''project supervisor for the design process'' for the works;
• (E) Greystones Devco has granted an intellectual property licence in all design data to both WCC and Sispar Construction;
• (F) cross-default provisions with the Greystones Property Participation Agreement are included such that termination of the Greystones Property Participation Agreement can cause the Greystones D&C Sub-Contract to terminate and vice versa; and
• (G) the obligations of Sispar Construction under the Greystones D&C Sub-Contract are guaranteed by Sicon, together with Sispar's obligations under the Greystones Property Participation Agreement, subject to an aggregate limitation of liability of e15,000,000.
• (H) Greystones Devco's obligations under the Greystones D&C Sub-Contract from the point of Admission onwards (and certain obligations prior to Admission in respect of the design and construction of the boardwalk element of the public works) are guaranteed by the Company under the Greystones D&C Guarantee.

9.13 Marina Village, Greystones – PPA Guarantee

On Admission the Company will enter into the Greystones PPA Guarantee with Sispar, under which the Company will guarantee to Sispar the performance of all of BDHL's obligations under the Greystones Property Participation Agreement. Sispar must give BDHL 10 days' written notice to rectify its non-performance before it can make a demand against the Company under the Greystones PPA Guarantee. The Greystones PPA Guarantee will continue until all of BDHL's obligations and liabilities under the Greystones Property Participation Agreement have been discharged, subject to a longstop date of 31 December 2025 after which no claim can be made against the Company under the Greystones PPA Guarantee (but the Company would remain liable for any claims made prior to that date).

9.14 Marina Village, Greystones – D&C Guarantee

On Admission the Company will enter into the Greystones D&C Guarantee with Sispar and Sispar Construction. The Company will guarantee to Sispar and Sispar Construction the performance of Greystones Devco's obligations under the Greystones D&C Sub-Contract which arise from the point at which Greystones Devco is acquired by the Group, as well as any pre-existing obligations and liabilities of Greystones Devco in respect of the design and construction of the boardwalk element of the public works prior to Greystones Devco being acquired by the Group. Sispar and Sispar Construction must give Greystones Devco 10 days' written notice to rectify its non-performance before it can make a demand against the Company under the Greystones D&C Guarantee. The Greystones D&C Guarantee will continue until all of Greystones Devco's obligations and liabilities under the Greystones D&C Sub-Contract have been discharged, subject to a longstop date of 31 December 2025 after which no claim can be made against the Company under the Greystones D&C Guarantee (but the Company would remain liable for any claims made prior to that date). The Company's liability under the Greystones D&C Guarantee is limited to e3,000,000, other than in respect of claims under the indemnities in the Greystones D&C Sub-Contract for property damage, personal injury/death and defects claims from house purchasers, or where WCC makes a claim under the Greystones Performance Bonds as a result of a breach by Greystones Devco of the Greystones D&C Sub-Contract, in which case the Company's liability is limited to e4,000,000.

9.15 CGLF Option Agreement

CGLF is the management company related to Castleknock Golf Club, Co. Dublin (which is one of the Conditionally Acquired Sites) and is owned by OCM. On 6 October 2017, OCM and BRBM Golf & Leisure Limited entered into the CGLF Acquisition Agreement under which BRBM Golf & Leisure Limited will acquire the entire issued share capital of CGLF consisting of 1 share of e1.00 for a nominal amount. Completion under the CGLF Acquisition Agreement is conditional upon the occurrence of Admission. OCM has given warranties as to title to its shares in CGLF and its capacity to enter into the CGLF Acquisition Agreement. It is expected that CGLF and BRBM Golf & Leisure Limited will continue to operate the golf club for an interim period whilst the Group seeks to identify a long-term operator of the golf club. Therefore, the Company and BRBM Golf & Leisure Limited have entered into the CGLF Option Agreement. Under the CGLF Option Agreement, BRBM Golf & Leisure Limited has, conditional on Admission, granted the Company the right to purchase the entire issued share capital of CGLF for a nominal amount or to direct BRBM Golf & Leisure Limited to sell the entire issued share capital to a third party nominated by the Company. Until the earlier of completion of the CGLF Option Agreement and the lapse of the option, the Company is required to pay an annual option fee of e20,000 (and all reasonable vouched fees, costs and expenses incurred) to BRBM Golf & Leisure Limited. Under the CGLF Option Agreement, the Company is granted certain information rights in respect of BRBM Golf & Leisure Limited and CGLF and has the benefit of certain protections from BRBM Golf & Leisure Limited, including restrictions placed on its ability to sell, transfer or otherwise dispose of the shares in CGLF or exercise any voting rights in respect of such shares.

10. PROPERTY, PLANT AND EQUIPMENT

The Group's principal properties are its offices at Unit 11, Block F, Maynooth Business Campus, Maynooth, Co. Kildare, Unit 7, Block H, Maynooth Business Campus, Maynooth, Co. Kildare and 20 Harcourt Street, Dublin 2, all of which are leased. The Group will also acquire the Conditionally Acquired Sites at Admission, being those sites listed in section 6 of Part II ''Information on the Group''.

In addition, the Group owns certain construction site apparatus (including welfare facilities, scaffolding, small tools and generators) and office equipment (including IT hardware and software and office furniture). The Group also leases six telescopic handlers, four excavators, two dumpers, six vans, two 4x4 vehicles and a Timepoint check-in system.

Save in respect of the leased property and equipment noted above, which is subject to typical lessor security interests (under which, with respect to the leased equipment, title remains with the relevant lessor until the final instalments are paid), none of the Group's other fixed assets are subject to any security interests or other major encumbrances.

11. RELATED PARTY TRANSACTIONS

From 9 August 2017 (being the date of the Company's incorporation) up to and including the date of this Prospectus, the following transactions with related parties have been entered into by the Group or by companies that will be part of the Group upon Admission. The terms of all of these transactions are considered by the Board to be (or in cases where members of the Group were not originally a party to the transaction, to have been) arms-length in nature:

• (A) the Share for Share Exchange Agreement;
• (B) the TIO RLF Acquisition Agreement;
• (C) the Braddington Acquisition Agreement;
• (D) the Relationship Agreement;
• (E) the Greystones Devco Acquisition Agreement;
• (F) the CGLF Option Agreement; and
• (G) the executive Directors' service agreements and the non-executive Directors' letters of appointment.

Please refer to a summary of the agreements listed in (A) to (F) above in section 9 of this Part X ''Additional information'' and a summary of the agreements listed in (G) above in section 7 of this Part X ''Additional Information''.

12. WORKING CAPITAL

The Company is of the opinion that, taking into account the net proceeds from the Offer receivable by the Company, the working capital of the Group is sufficient for its present requirements, that is, for at least the period of 12 months from the date of this Prospectus.

13. SIGNIFICANT CHANGE

• 13.1 Since 24 August 2017, the Company has entered into the Share for Share Exchange Agreement, the TIO RLF Acquisition Agreement and the Kells Acquisition Agreements to acquire the entire issued share capital in BDHL and BCL and to acquire the Conditionally Acquired Sites (other than the minority interest in Feathermist, the owner of the Ballyboughal site); and BDHL has entered into the Braddington Acquisition Agreement and the Greystones Devco Acquisition Agreement to acquire Braddington (and its minority interest in Feathermist) and Greystones Devco, respectively, in each case conditional on Admission. Each of these acquisitions represents a significant change in the financial position of the Company.
• 13.2 The Offer, the issue of the Consideration Shares, the separate subscriptions for Ordinary Shares by certain of the Directors and the Bridgedale Individuals Offer will represent a significant gross change for the Company. At the date of this Prospectus and until Admission, the assets of the Company are and will be e200,000. Under the Offer and in connection with the issuance of the Consideration Shares, the issuance of Ordinary Shares to certain of the Directors pursuant to separate subscriptions and the Bridgedale Individuals Offer, on the basis that 617,049,000 Ordinary Shares are to be issued, the net assets of the Company would increase by approximately e594,693,261 immediately after Admission.
• 13.3 Save as set out in sections 13.1 and 13.2 above, since 24 August 2017 there has been no significant change in the financial or trading position of the Group.

14. LITIGATION

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had, during the 12 months preceding the date of this Prospectus, a significant effect on the Group's financial position or profitability.

15. GENERAL

• 15.1 The estimated costs and expenses relating to Admission payable by the Company are estimated to amount to approximately e22 million, assuming the maximum amount of the Joint Global Co-ordinators' incentive commission and the discretionary element of the Group's other adviser fees will be paid (excluding VAT), and assuming no exercise of the Over-allotment Option.
• 15.2 The financial information set out in this Prospectus relating to the Group does not constitute statutory accounts. KPMG is a member of the Institute of Chartered Accountants in Ireland.
• 15.3 KPMG has given and has not withdrawn its written consent to the inclusion in this Prospectus of its Accountants' Report(s) and its letters set out in Part V ''Historical financial information'' and Part VII ''Unaudited pro-forma financial information'', in the form and context in which they appear and has authorised the contents of those parts of this Prospectus which comprise its reports for the purpose of paragraph 2(2)(f) of Schedule 1 to the Prospectus Regulations. As the Ordinary Shares have not been and will not be registered under the Securities Act, KPMG has not filed and will not file a consent under the Securities Act. KPMG does not have a material interest in the Company.
• 15.4 Knight Frank is registered in Ireland under company number 385044 and its registered office is at 20-21 Upper Pembroke Street, Dublin 2, Ireland. Knight Frank is acting as a Valuer. Knight Frank does not have a material interest in the Company.
• 15.5 Lisney is registered in Northern Ireland under number NI628343 and its registered office is at 1st Floor Montgomery House, 29-33 Montgomery Street, Belfast, Northern Ireland, BT1 4NX. Lisney is acting as a Valuer. Lisney does not have a material interest in the Company.
• 15.6 Credit Suisse is registered in England and Wales under number 00891554 and its registered office is at One Cabot Square, London E14 4QJ, United Kingdom. Credit Suisse is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA and is acting in the capacity of Joint Global Co-ordinator to the Company.
• 15.7 Davy is registered in Ireland under number 106680 and its registered office is at Davy House, 49 Dawson Street, Dublin 2, Ireland. Davy is regulated in Ireland by the Central Bank of Ireland and is acting in the capacity of Joint Global Co-ordinator and Sponsor to the Company.

16. DOCUMENTS AVAILABLE FOR INSPECTION

• 16.1 Copies of the following documents will be available for inspection in physical form during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company and at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY for a period of 12 months following Admission:
• (a) the Articles and Memorandum of Association;
• (b) KPMG's reports on the financial information set out in Part V ''Historical financial information'';
• (c) the letters of consent referred to in sections 1.2, 1.3 and 15.3 of this Part X ''Additional information'';
• (d) the Valuers' Reports set out in Part XII ''Valuers' reports''; and
• (e) the Prospectus.
• 16.2 Copies of this Prospectus will also be available for download in electronic form from www.glenveagh.ie, subject to certain access restrictions applicable to persons resident outside of Ireland or the United Kingdom. The contents of the Company's website or any website directly or indirectly linked to the Company's website do not form part of this Prospectus and investors should not rely on such contents.

Dated 10 October 2017

PART XI

DEFINITIONS AND GLOSSARY

PART A: DEFINITIONS

''Asset Advisory Services

Agreement''

or ''cents''

The following defined terms apply throughout this Prospectus, unless the context requires otherwise:

''g'' or ''EUR'' or ''euro'' the lawful currency of the EU (as adopted by some member states)

''£'' the lawful currency of the United Kingdom

''\$'' or ''U.S.\$'' or ''U.S. dollars'' the lawful currency of the United States

• ''Adjusted Issue Price'' the Offer Price as adjusted to reflect any subsequent consolidation or subdivision of Ordinary Shares or any allotment of Ordinary Shares pursuant to a capitalisation of profits or reserves
• ''Admission'' the admission of the Ordinary Shares to the primary listing segment of the Official List of the Irish Stock Exchange and the standard listing segment of the Official List of the FCA, and to trading on the Irish Stock Exchange's main market for listed securities and the London Stock Exchange's main market for listed securities, becoming effective

''AGM'' annual general meeting of the Company

''Articles'' the articles of association of the Company (as adopted with effect from Admission), a summary of which is set out in section 5 of Part X ''Additional information''

''ASIC'' the Australian Securities and Investment Commission

• the asset advisory services agreement entered into between TIO RLF and BCL on 29 December 2014, as supplemented by the supplemental agreement entered into between the TIO RLF, BCL and Davy Investment Fund Services on 1 October 2015 and including the letter from OCM to BCL dated 2 March 2015
• ''Ballyboughal Site'' the site at Ballyboughal, Barony of Balrothery West, County Dublin owned by Feathermist Limited further details of which are set out at section 6.3 of Part II ''Information on the Group''
• ''BCL'' Bridgedale Contracting Limited, a company incorporated in Ireland with company number IE342693 and having its registered office at Unit 11, Block F, Maynooth Business Campus, Straffan Road, Maynooth, Co Kildare, 473607, Ireland (formerly known as Bridgedale Asset Management Limited)

''BDHL'' Bridgedale Homes Limited, a company incorporated in Ireland with company number IE368093 and having its registered office at Unit 11, Block F, Maynooth Business Campus, Straffan Road, Maynooth, Co Kildare, 473607, Ireland (formerly known as Bridge Dale Homes Limited)

''Benefit Plan Investors'' an employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the U.S. Tax Code to which Section 4975 of the U.S. Tax Code applies or (c) any other entity whose underlying assets could be deemed to include plan assets by reason of an employee benefit plan or a plan's investment in the entity within the meaning of the Plan Asset Regulations or otherwise

''Bloomberg Composite Rate''	Bloomberg's quoted currency rate based on indicative rates contributed by market participants, as available on bloomberg.com/markets/currencies
''Board''	the directors of the Company from time to time
''Braddington''	Braddington Developments Limited, a company incorporated in Ireland with company number 592238 and having its registered office at Balrath, Delvin, County Westmeath, Ireland
''Braddington Acquisition Agreement''	the conditional share purchase agreement in relation to the acquisition of the entire issued share capital of Braddington by BDHL, further details of which are set out at section 9.7 of Part X ''Additional Information''
''Brexit''	the withdrawal of the United Kingdom from the EU
''Bridgedale''	for the purposes of:
	(i) section 1 of Part III ''Directors, senior management team and corporate governance'', the historic Bridgedale business prior to Admission, comprising BDHL and BCL; and
	(ii) sections other than section 1 of Part III ''Directors, senior management team and corporate governance'', the Group's Bridgedale line of business
''Bridgedale Individuals Offer''	an offer of 121,000 Ordinary Shares at the Offer Price made by the Company dated 2 October 2017 to:
	(i) certain employees of BDHL and BCL who are resident in Ireland and designated by the Directors; and
	(ii) certain other persons resident in Ireland and designated by the Directors (such persons together with the employees identified in (i) not exceeding 149 in number),
	and which, for the avoidance of doubt, does not form part of and is independent from the Offer
''Bridgedale True-up Amount''	a cash payment to be made by the Company to Stephen Garvey if there is an increase in (i) the net asset value of BDHL and BCL as at 30 June 2017 (when the existing valuation of these companies was carried out) and BDHL's indirect 35.6 per cent. interest in the site owned by Feathermist as at 31 August 2017, compared to (ii) the net asset value of those assets as at 30 September 2017, in an amount equal to such increase
''Business Day''	a day on which banks are open for business in London (excluding Saturdays, Sundays and public holidays in the UK)
''CBI''	the Central Bank of Ireland
''CCPC''	the Irish Competition and Consumer Protection Commission
''certificated form'' or ''in certificated form''	not in uncertificated form (that is, not in CREST)
''CGLF''	CGLF Limited, a company incorporated in Ireland (with company number 552160) and having its registered office at 25-28 North Wall, Dublin 1, Ireland
''CGLF Acquisition Agreement''	the conditional agreement between OCM and BRBM Golf & Leisure Limited pursuant to which BRBM Golf & Leisure Limited will acquire the entire issued share capital of CGLF, further details of which are set out at section 9.15 of Part X ''Additional Information''.
''CGLF Option Agreement''	the conditional agreement between the Company and BRBM Golf & Leisure Limited pursuant to which the Company will be granted the right to acquire or direct BRBM Golf & Leisure Limited to sell

	to a third party the entire issued share capital of CGLF, further details of which are set out at section 9.15 of Part X ''Additional information''.
''Change of Control''	the acquisition of Control by any person or party (or by any group of persons and/or parties who are acting in concert (as such expression is defined in the Irish Takeover Rules from time to time))
''Change of Control Price''	the price per Ordinary Share offered to Shareholders in an offer resulting from or linked to a Change of Control
''CIRI''	the Construction Industry Register Ireland
''CISA''	the Swiss Federal Act on Collective Investment Schemes
''Closing Price''	the closing mid-market price of an Ordinary Share on the Irish Stock Exchange on the relevant day, as shown on Bloomberg Financial Markets
''Collateral Shares''	all of the Ordinary Shares held by OCM following Admission, against which the Margin Loan Facility would be secured
''Company''	Glenveagh Properties PLC, a company incorporated in Ireland with company number 609461 and having its registered office at 25-28 North Wall Quay, Dublin 1 DO1 H104, Ireland
''Companies Act 2014''	the Irish Companies Act 2014 which came into force on 1 June 2015
''Conditionally Acquired Sites''	the 27 sites to be acquired by the Group conditional upon Admission, as set out in section 6 of Part II ''Information on the Group''
''Consideration Shares''	the Ordinary Shares to be issued on Admission by the Company at the Offer Price pursuant to the Share for Share Exchange Agreement and the TIO RLF Acquisition Agreement
''Construction Directors''	Roger Browne and Tony McLoughlin
''Control''	(i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (a) cast, or control the casting of, 30 per cent. or more of the maximum number of votes that might be cast at a general meeting of the Company; or (b) appoint or remove all, or the majority, of the directors of the Company; and/or (ii) the holding beneficially 30 per cent. or more of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital)
''Corporations Act''	the Corporations Act 2001 of the Commonwealth of Australia
''Credit Suisse''	Credit Suisse Securities (Europe) Limited of One Cabot Square, London E14 4QJ, United Kingdom
''CREST''	the computerised settlement system operated by Euroclear UK & Ireland which facilitates the transfer of title to shares in uncertificated form
''CREST Regulations''	the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (S.168 of 1996)
''CSO''	the Irish Central Statistics Office
''Davy''	J&E Davy of Davy House, 49 Dawson Street, Dublin 2, trading as Davy or, as the context so requires, any affiliate thereof or company within its group
''DEAP''	the Dwelling Energy Assessment Procedure published by the Sustainable Energy Authority of Ireland
''Deferred Shares''	the redeemable shares of e0.001 each in the capital of the Company as described in the Articles

''Deferred Settlement Shares''	Ordinary Shares to be issued pursuant to the Offer in respect of which certain investors have agreed to deferred settlement
''Development Contribution Guidelines''	2013 guidelines published by the Department of Housing, Planning, Community and Local Government relating to Irish local authority contributions that part fund the provision of public infrastructure and facilities
''Direct Agreement Novation Agreement''	the agreement between BDHL, TIO RLF, WCC, Sispar, Greystones Devco and Sicon, to be released from escrow and dated conditional upon Admission novating TIO RLF's rights and obligations under the Greystones Direct Agreement , further details of which are set out at section 9.11 of Part X ''Additional Information''
''Directors''	the directors of the Company as at the date of this Prospectus, whose names are set out on page 47 of this Prospectus
''Disclosure Guidance and Transparency Rules''	the disclosure and transparency rules made by the FCA under FSMA
''Durrow Ventures''	Durrow Ventures Limited, a company registered in the Isle of Man with registered number 015194V whose sole shareholder is Justin Bickle;
''EBS/DKM Affordability Index''	a housing affordability index compiled jointly by DKM Economic Consultants Ltd and EBS d.a.c.
''EEA''	European Economic Area
''Enlarged Share Capital''	the share capital of the Company immediately following Admission
''EPF III''	OCM Luxembourg EPF III SARL
''ESRI''	the Economic and Social Research and Social Institute of Ireland
''ERISA''	the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and applicable regulations thereunder
''EU''	the European Union
''EU Energy Performance of Buildings Directive''	Directive 2010/31/EU on the energy performance of buildings
''Euroclear UK & Ireland''	Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales and the operator of CREST
''European Economic Area''	the EU, Iceland, Norway and Liechtenstein
''Eurozone''	the economic region formed by those Member States that have adopted the Euro
''Exchange Act''	the U.S. Securities Exchange Act of 1934, as amended
''Exempt Investor''	has the meaning set out on page 187 of this Prospectus
''FCA''	the UK Financial Conduct Authority
''Feathermist''	Feathermist Limited, a company incorporated in Ireland with company number 583092 and having its registered office at Unit 11, Block F, Maynooth Business Campus, Maynooth, County Kildare, Ireland
''Founders''	John Mulcahy, Justin Bickle and Stephen Garvey
''Founder Share Value''	has the meaning given in section 4.8 of Part X ''Additional Information''
''Founder Shares''	the 200,000,000 shares of e0.001 each in the capital of the Company as at the Latest Practicable Date described in the Articles

''FSMA''	the United Kingdom Financial Services and Markets Act 2000, as amended
''GDV''	has the meaning given under the heading ''Gross Development Value'' in the section of this Prospectus entitled ''Presentation of Information''
''General Conditions of Sale''	the General Conditions of Sale (2009 Edition) produced by the Law Society of Ireland more particularly described at section 10 in the section of this Prospectus entitled ''Presentation of Information''
''Glenveagh Living''	the Group's Glenveagh Living line of business
''Greystones Concession Contract''	the concession contract dated 19 December 2007 between WCC and Sispar in respect of the Marina Village, Greystones development
''Greystones D&C Contract''	the sub-contract to the Greystones Concession Contract dated 19 December 2007 between Sispar and Sispar Construction in respect of the Marina Villa, Greystones development
''Greystones D&C Guarantee''	the guarantee between the Company, Sispar and Sispar Construction under which the Company guarantees the performance of Greystones Devco's obligations under the Greystones D&C Sub-Contract, further details of which are set out at section 9.14 of Part X ''Additional information''
''Greystones D&C Sub Contract''	the sub-contract to the Greystones D&C Contract dated 16 November 2015 between Sispar and Sispar Construction in respect of the Marina Villa, Greystones development, further details of which are set out in section 9.12 of Part X ''Additional Information''
''Greystones Devco''	Greystones Devco Limited, a company incorporated in Ireland with company number IE565564 and having its registered office at 25-28 North Wall Quay, Dublin 1, 662880, Ireland
''Greystones Devco Acquisition Agreement''	the conditional agreement between OCM and BDHL pursuant to which the Company will acquire the entire issued share capital of Greystones Devco, further details of which are set out at section 9.8 of Part X ''Additional information''
''Greystones Direct Agreement''	the direct agreement dated 19 November 2015 between WCC, Sispar, Greystones Devco, TIO RLF and Sicon, in respect of the Marina Villa, Greystones development, further details of which are set out at section 9.11 of Part X ''Additional Information''
''Greystones PPA Guarantee''	the guarantee between the Company and Sispar under which the Company guarantees the performance of BDHL's obligations under the Greystones Property Participation Agreement, further details of which are set out at section 9.13 of Part X ''Additional information''
''Greystones Performance Bonds''	the performance bonds procured by Sispar in favour of WCC under the Greystones Concession Contract as security for the performance of certain works thereunder, as may be replaced or extended from time to time
''Greystones Property Participation Agreement''	the property participation agreement dated 19 June 2015 between TIO RLF and Sispar in respect of the Marina Villa, Greystones development, further details of which are set out in section 9.9 of Part X ''Additional information''
''Greystones Title Delivery Agreement''	the title delivery agreement dated 16 November 2015 between WCC, WCC SPV, Sispar and TIO RLF in respect of the Marina Village, Greystones development, further details of which are set out in section 9.10 of Part X ''Additional Information''

''Group''	the Company and its subsidiaries at Admission and in the case of historical periods prior to Admission, the operations, assets and results of the constituent components of the Company and its subsidiaries after giving effect to the transactions contemplated to be consummated in connection with Admission
''Highest Average Closing Price''	means: (i) in respect of any Test Period where the Performance Condition is satisfied for exactly 15 consecutive Trading Days (and no more), the average of the Closing Price achieved for those 15 consecutive Trading Days; and (ii) in respect of any Test Period where the Performance Condition is satisfied for more than 15 consecutive Trading Days, the highest average Closing Price achieved in that Test Period when measured over a period of 15 consecutive Trading Days
''HTB''	the Irish Help to Buy Scheme
''IFRS''	International Financial Reporting Standards, as adopted by the European Union
''IMF''	International Monetary Fund
''Independent Board''	for the purposes of the Relationship Agreement, the Board (excluding the Representative Director)
''Initial Market Capitalisation''	the Issue Price multiplied by the number of Ordinary Shares in issue immediately following Admission
''Irish Annex''	the Irish corporate governance annex to the UK Corporate Governance Code issued by the Irish Stock Exchange
''Irish Business Day''	a day on which banks are open for business in Dublin (excluding Saturdays, Sundays and public holidays in Ireland)
''Irish Listing Rules''	the rules of the Irish Stock Exchange
''Irish National Development Plan''	the strategic planning and development framework issued by the Irish State
''Irish Stock Exchange''	Irish Stock Exchange plc
''Irish Stock Exchange Daily Official List''	the daily official list of the Irish Stock Exchange
''Irish Takeover Panel''	the Irish Takeover Panel, established under the Irish Takeover Panel Act 1997
''Irish Takeover Rules''	the Irish Takeover Panel Act 1997, Takeover Rules 2013, as amended
''IRR''	has the meaning given under the heading ''Internal Rate of Return (IRR)'' in the section of this Prospectus entitled ''Presentation of Information''
''IRS''	the U.S. Internal Revenue Service
''ISIN''	International Securities Identifying Number
''Joint Global Co-ordinators''	Credit Suisse and Davy; joint global co-ordinators and joint bookrunners to the Offer
''Kells Acquisition Agreements''	the conditional acquisition agreements in relation to the acquisition of the Kells Sites by BDHL, further details of which are set out at section 9.6 of Part X ''Additional information''
''Kells Sites''	the sites to be acquired by the Group pursuant to the Kells Acquisition Agreements further details of which are set out at section 6.3 of Part II ''Information on the Group''
''Knight Frank''	Knight Frank (registered business name of HT Meagher O'Reilly Unlimited) of 20-21 Upper Pembroke Street, Dublin 2, Ireland
''KPMG''	KPMG of 1 Stokes Place, St Stephen's Green, Dublin 2, Ireland
''Latest Practicable Date''	9 October 2017

''Lisney''	Lisney of 1st Floor Montgomery House, 29-33 Montgomery Street, Belfast, Northern Ireland, BT1 4NX
''Lock-up Agreements''	the lock-up agreements between the Company, the Joint Global Co-ordinators and each of: (i) OCM; (ii) John Mulcahy; (iii) Justin Bickle and Durrow Ventures; (iv) Stephen Garvey; (v) Richard Cherry; (vi) Robert Dix; and (vii) Lady Barbara Judge, CBE, respectively, further details of which are set out at section 9.3 of Part X ''Additional Information''
''London Stock Exchange''	London Stock Exchange plc
''London Stock Exchange Daily Official List''	the daily official list of the London Stock Exchange
''Lower-Tier PFICs''	has the meaning set out in section 3.3 of Part IX ''Taxation''
''LTIP''	has the meaning set out in section 7.5 of Part X ''Additional Information''
''LTIP Awards''	has the meaning set out in section 7.5 of Part X ''Additional Information''
''Main Markets''	the Irish Stock Exchange's main market for listed securities and the London Stock Exchange's main market for listed securities
''Margin Loan Facility''	the potential margin loan facility that may be provided by Credit Suisse or its affiliates to OCM within six months of the date of Admission, expected to be up to a maximum of £45 million
''Marina Village, Greystones''	Marina Village, Greystones, Co. Wicklow, a Conditionally Acquired Site
''Market Capitalisation''	the market capitalisation of the Company, calculated by multiplying the applicable Closing Price (or in the case of a Change of Control, the Change of Control Price) by the number of Ordinary Shares in issue on the relevant date
''Market Purchase Appropriate Price''	has the meaning set out on page 211 of this Prospectus
''Member State''	a member state of the European Economic Area
''Memorandum of Association''	the memorandum of association of the Company (as adopted with effect from Admission)
''NAMA''	National Asset Management Agency
''New DC Scheme''	has the meaning set out in section 7.4 of Part X ''Additional Information''
''Nil Rate Amount''	has the meaning set out in section 2.2 of Part IX ''Taxation''
''Non-Executive Directors''	the Directors for the time being, other than those holding executive office with any member of the Group
''Non-Qualified Holder''	a person as described in section 5.16 of Part X ''Additional Information''
''NTMA''	the National Treasury Management Agency in Ireland
''Oaktree''	Oaktree Capital Management (UK) LLP
''OCM''	OCM Luxembourg EPF III QIF Holdings S.a´.r.l.
''OCM FIE''	OCM FIE LLC, a subsidiary of Oaktree Capital Management, L.P., which collects certain transaction and monitoring fees
''OECD''	the Organisation for Economic Co-operation and Development
''Offer''	the conditional placing of Offer Shares by Credit Suisse and Davy to (a) certain qualified investors in Ireland, the UK and elsewhere and in Ireland, through Davy only, to certain other investors, being existing clients of Davy and (b) in the United States only to persons reasonably believed to be QIBs, as described in Part VIII

	''The Offer'', (excluding for the avoidance of doubt the Consideration Shares, the Ordinary Shares to be subscribed for by certain of the Directors and the Ordinary Shares being offered pursuant to the Bridgedale Individuals Offer)
''Offer Price''	the price at which each Ordinary Share is to be issued under the Offer being e1.00 per Ordinary Share
''Offer Shares''	the Ordinary Shares to be allotted and issued under the Offer, comprising the Offer Shares
''Official Lists''	the official list of the Irish Stock Exchange and/or, as appropriate, the official list maintained by the UKLA
''Ordinary Shares''	the ordinary shares of e0.001 each in the capital of the Company as described in the Articles
''Over-allotment Option''	has the meaning given to such term on page 2 of the Prospectus
''Over-allotment Shares''	has the meaning given to such term on page 2 of the Prospectus
''Performance Condition''	for a period of 15 or more consecutive Trading Days during the relevant Test Period, the Closing Price exceeds such figure as is derived by increasing the Adjusted Issue Price by 12.5 per cent. for each Test Period starting with the first in 2018 and ending with the last in 2022, such increase to be on a compound basis
''Permitted Transferee''	has the meaning given to such term in section 4.2 of Part X ''Additional information'' of the Prospectus
''PFIC''	has the meaning set out in section 3.1 of Part IX ''Taxation''
''Placing Agreement''	the conditional agreement dated 10 October 2017, between the Company, the Directors and the Joint Global Co-ordinators relating to Admission, details of which are set out in section 9.2 of Part X ''Additional information''
''Plan Asset Regulations''	the plan asset regulations promulgated by the United States Department of Labor at 29 C.F.R. section 2510.3-101, as modified by section 3(42) of ERISA
''Potential Sites''	the sites identified by the Company as potential future developments, as set out in section 6.4 of Part II ''Information on the Group''
''PPP''	public-private partnership
''PRA''	the UK Prudential Regulation Authority
''Pre-Emption Group''	the Pre-Emption Group, a UK body which publishes guidance and best practice recommendations relating to the disapplication of pre-emption rights
''Prospectus''	this document issued by the Company in relation to Admission and approved under the Prospectus Directive
''Prospectus Directive''	Directive 2003/71/EC of the European Parliament and Council of 4 November 2003 (and amendments thereto, including Directive 2010/73/EU) and any relevant implementing measure in a Member State
''Prospectus Directive Regulation''	Commission Regulation (EC) No. 809/2004 of 29 April 2004
''Prospectus Regulations''	the Prospectus (Directive 2003/71 EC) Regulations 2005 of Ireland (as amended)
''Prospectus Rules''	rules issued by the Central Bank of Ireland from time to time under section 1363 of the Companies Act 2014
''qualified institutional buyer'' or ''QIB''	a qualified institutional buyer within the meaning of Rule 144A

''Qualified Investors''	persons in certain Member States who are ''qualified investors'' within the meaning of article 2(1)I of the Prospectus Directive
''Rebuilding Ireland Action Plan''	the Government of Ireland's 2016 housing initiative
''Registrar''	Computershare Investor Services, (Ireland) Limited
''Regulation S''	Regulation S under the Securities Act
''Regulatory Information Service'' or ''RIS''	one of the regulatory information services maintained by the Irish Stock Exchange and/or the FCA to receive, process and disseminate regulated information from listed companies
''Relationship Agreement''	the relationship agreement entered into by OCM, EPF III, the Company and the Joint Global Co-ordinators, further details of which are set out in section 9.4 of Part X ''Additional Information''
''Relevant Dividend Income''	has the meaning given in section 2.2 of Part IX ''Taxation''
''Relevant Interest''	has the meaning given in section 9.4 of Part X ''Additional Information''
''Relevant Member State''	each member state of the European Economic Area which has implemented the Prospectus Directive
''Remaining TIO RLF Retained Units''	any of the TIO RLF Retained Units which are not sold and sale proceeds in respect of which received on or by 1 January 2018
''Representative Director''	a Director appointed by OCM, further details of which are set out in section 9.5 of Part X ''Additional Information''
''RICS''	Royal Institute of Chartered Surveyors
''ROCE''	return on capital employed, a metric used by the Group and calculated in the manner described in section 5 of ''Presentation of Information''
''Rule 144A''	Rule 144A under the Securities Act
''SDRT''	UK stamp duty reserve tax
''SEC''	Securities and Exchange Commission
''Securities Act''	the U.S. Securities Act of 1933, as amended
''SEDOL''	Stock Exchange Daily Official Number
''Senior Management Team''	Michael Rice, Shane Scully, Chloe McCarthy (from November 2017), Roger Browne, Tony McLoughlin, Eoin Moore, David Bennett, Ronan McKenna, Alan Cleary, Richard Caldwell and Catherine Hanly
''Share for Share Exchange Agreement''	the conditional agreement with Stephen Garvey pursuant to which the Company will acquire the entire issued share capital of BCL and BDHL, further details of which are set out at section 9.1 of Part X ''Additional information''
''Shareholder''	a holder of Ordinary Shares
''Shovel-Ready''	with respect to homes or units, where planning permission relating to the relevant site has been granted (or granted subject to re-zoning) in circumstances where appeals to An Bord Pleana´ la (the Irish planning appeals board) have been exhausted and all necessary services (including local infrastructure and/or utilities supply) for the commencement of development are in place
''Sicon''	Sicon Limited, a Sisk group company
''Sispar''	Sispar Limited, a Sisk group company
''Sispar Construction''	Sispar Construction Limited, an affiliate of Sispar
''SIX''	the SIX Swiss Exchange
''SSAP''	Small Self-Administered Pension

''Stabilisation Manager''	Credit Suisse Securities (Europe) Limited
''Stability and Growth Pact''	the 1997 agreement between the Member States that have adopted the Euro to enforce fiscal responsibility in those Member States
''Substantial Acquisition Rules''	the Substantial Acquisition Rules 2007, issued by the Irish Takeover Panel pursuant to the Takeover Panel Act 1997
''Sustainable Energy Authority of Ireland''	Ireland's national sustainable energy authority
''TCA''	the Irish Taxes Consolidation Act 1997, as amended
''Test Period''	shall be construed as follows: (a) the first test period shall be the period between 1 March 2018 and 30 June 2018; and (b) thereafter each test period shall be the period between 1 March and 30 June in each subsequent year and so that the final test period shall be the period between 1 March 2022 and 30 June 2022, and ''Test Period'' shall be construed accordingly
''TIO ICAV''	Targeted Investment Opportunities ICAV
''TIO RLF Retained Units''	(i) the 6 units at the Marina Village, Greystones development, (ii) the 5 units at Cois Glaisin, Navan, Co. Meath and (iii) the 3 units at Holsteiner Park, Clonee, the interest in which will be retained by TIO RLF (and developed by BCL under the existing development asset management arrangements)
''TIO RLF''	Residential Land Fund, a sub-fund of TIO ICAV2
''TIO RLF Acquisition Agreement''	the agreement between the Company, OCM, TIO ICAV (acting solely in respect of its sub fund, TIO RLF) and BCL relating to, inter alia, the conditional acquisition by the Group of the 14 Conditionally Acquired Sites owned by TIO RLF, further details of which are set out at section 9.5 of Part X ''Additional information''
''Total Shareholder Return''	the sum of (i) the increase in the Market Capitalisation (as adjusted to exclude the effect of any shares issued as a result of an equity fundraising) in the relevant period and (ii) the Value Return in the relevant period
''Trading Day''	a day on which the main market of the Irish Stock Exchange is open for business for trading in Ordinary Shares (other than a day on which the main market of the London Stock Exchange is scheduled to or does close prior to its regular weekday closing time)
''Transfer Notice''	a notice given by the Board to a Non-Qualified Holder requiring him to sell or transfer his Ordinary Shares to a person who is not a Non-Qualified Holder
''Transparency Regulations and Rules''	the Transparency (Directive 2004/109/EC) Regulations 2007 and the related rules made by the CBI under section 1383 of the Companies Act
''Treasury Share Appropriate Price''	has the meaning given in section 3.12(7)(c) of Part X ''Additional Information''
''Troika''	the decision group formed by the European Central Bank, the European Commission and the IMF
''UK Corporate Governance Code''	the revised code on the principles of good corporate governance and best practice published in April 2016 by the Financial Reporting Council
''UK'' or ''United Kingdom''	United Kingdom of Great Britain and Northern Ireland

² TIO ICAV is an umbrella fund with segregated liability between sub funds. TIO RLF is one of several sub funds approved by the CBI as a sub fund of TIO ICAV. TIO RLF does not have corporate capacity and therefore, to contract with third parties, TIO ICAV acts on its behalf

''UKLA''	the UK Listing Authority, being the FCA acting in its capacity as the competent authority for the purposes of Part VIII of FSMA
''UK Listing Rules''	listing rules of the UK Listing Authority under section 73A of the FSMA
''uncertificated form'' or ''in uncertificated form''	recorded in the register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertificated Securities Regulations 2001 (2001/3755), may be transferred by means of CREST
''U.S.'' or ''USA'' or ''United States''	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
''U.S. Investment Company Act''	the United States Investment Company Act of 1940, as amended
''U.S. Shareholder''	has the meaning given in section 3 of Part IX ''Taxation''
''U.S. Tax Code''	the United States Internal Revenue Code of 1986, as amended
''Value Return''	the amount of any value paid by the Company (whether in the form of cash or otherwise) and received by (or issued to) holders of Shares on or in respect of that holding including dividends, other distributions and returns of capital but excluding the value of any Founder Shares which have been redeemed
''Valuers''	Knight Frank and Lisney
''Valuers' Reports''	the reports which are set out in Part XII ''Valuers' reports''
''VAT''	(A) any tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112);
	(B) to the extent not included in paragraph (A) above, any value added tax imposed by Value Added Tax Act 1994 and legislation and regulations supplemental thereto;
	(C) any other tax of a similar nature to the taxes referred to in paragraph (A) or paragraph (B) above, whether imposed in a member state of the EU in substitution for, or levied in addition to, the taxes referred to in paragraph (A) or paragraph (B) above or imposed elsewhere;
''WCC''	Wicklow County Council
''WCC SPV''	Greystones Harbour Property Designated Activity Company, a company wholly owned by WCC

PART B: GLOSSARY

The following technical terms when used throughout this Prospectus have the meanings given below, unless the context requires otherwise:

''approved housing body''	independent, not-for-profit organisations, which provide affordable rented housing for people who cannot afford to pay private sector rents or buy their own homes and/or for particular groups, such as older or homeless people
''asset advisor''	any person or group that makes investment recommendations in return for a fee
''brownfield''	previously developed land, including disused industrial or commercial facilities
''CGT''	capital gains tax
''dwelling''	a house, apartment or other place of residence
''GAV''	gross asset value
''GDP''	gross domestic product
''GNP''	gross national product
''Greater Dublin Area''	Dublin, Dublin County, Du´ n Laoghaire-Rathdown, Fingal, South Dublin, Kildare, Louth, Meath and Wicklow.
''greenfield''	land which has not previously been developed
''land bank''	sites which are owned by the Group
''LTV''	loan to value
''Red Book''	the Royal Institute of Chartered Surveyors Valuation Standard 2015
''SPV''	special purpose vehicle
''unit''	a structure or part of a structure on a developed plot which is capable of being individually sold and used for either residential or commercial purposes.

PART XII

VALUERS' REPORTS

Valuation Report

• (1) 2.4 ACRE DEVELOPMENT SITE, PROBY SQUARE, OFF CARYSFORT AVENUE, BLACKROCK, CO. DUBLIN
• (2) FORMER CHESTER BEATTY LIBRARY SITE, NO. 20, SHREWSBURY ROAD, BALLSBRIDGE, DUBLIN 4
• (3) 1.6 ACRES OF DEVELOPMENT LAND AT CHURCH LANE, GREYSTONES, CO. WICKLOW
• (4) 6.2 ACRES OF LAND KNOWN AS OAKFIELD, FORGE ROAD, ENNISKERRY, CO. WICKLOW
• (5) 3.9 ACRES OF LAND AT OLD CONNAUGHT AVENUE, RATHMICHAEL, CO. DUBLIN
• (6) 20.01 ACRES OF LAND AT GREAT CONNELL ABBEY STUD, NEWBRIDGE, CO. KILDARE
• (7) 14.03 ACRES AT BURKEEN ROAD, KEATINGSTOWN CO. WICKLOW
• (8) LANDS AT QUINNS CROSS, MUNGRET, CO. LIMERICK
• (9) 20 ACRES OF LAND AT CASTLEREDMOND, MIDLETON, CO. CORK
• (10) 12.09 ACRES OF LAND AT MAPLEWOODS, BALLINACURRA WEST, MIDLETON
• (11) PARSON STREET, MAYNOOTH, CO. KILDARE
• (12) 0.7 ACRE SITE AT ADELAIDE ROAD, BRAY, CO. WICKLOW
• (13) RESIDENTIAL DEVELOPMENT LAND AT BALLYBOUGHAL, CO. DUBLIN
• (14) 18.8 ACRES, BLESSINGTON, CO. WICKLOW
• (15) HERBERT HILL, DUNDRUM
• (16) COIS GLAISIN, NAVAN, CO. MEATH
• (17) 34.76 ACRES AT BLACKCASTLE,

Short Format Valuation Report │KF Ref: V/4703/17 1

Prepared on behalf of Glenveagh Properties Plc/ Credit Suisse Securities (Europe) Limited/ J&E Davy | Date of issue: 31st August 2017

DEMESNE, NAVAN, CO. MEATH

• (18) 63.6 ACRES AT CLONMAGADDEN, NAVAN, CO. MEATH
• (19) 1.6 ACRES, THE BIRCHES, FOXROCK, CO. DUBLIN
• (20) 15 RESIDENTIAL UNIT SITES AT HOLSTEINER PARK, CLONEE
• (21) MARINA VILLAGE, GREYSTONES, CO. WICKLOW
• (22) 2.3 ACRES, DELGANY, CO. WICKLOW
• (23) 43.7 ACRES, AT ROCKY ROAD KEATINGSTOWN, CO. WICKLOW
• (24) 125 ACRES AT CASTLEKNOCK GOLF CLUB, CO. DUBLIN
• (25) 39 ACRES AT HILLTOWN, CLONEE
• (26) 40 ACRES AT KILADOON, CELEBRIDGE

Prepared on behalf of Glenveagh Properties Plc/ Credit Suisse Securities (Europe) Limited/ J&E Davy

Contact Details

Knight Frank, 20-21 Upper Pembroke Street, Dublin 2 Laura O'Connell , laura.oconnell@ie.knightfrank.com, 01 6342466 KF Ref: V/4703/17

1 Instructions

Engagement of Knight Frank

Instructions	1.1	We refer to our Terms of Engagement letter and General Terms of Business dated 28th August 2017 to provide a valuation reports on the above named properties.
Client	1.2	 Glenveagh Properties Plc/ Credit Suisse Securities (Europe) Limited/ J&E Davy (the "Company")
		 Credit Suisse Securities (Europe) Limited
		 J&E Davy
Valuation Standards	1.3	The valuations have been undertaken under the terms of the RICS Valuation – Global Standards 2017 ("the Red Book").
Purpose of Valuation	1.4	In accordance with your instructions and our draft Terms of Engagement dated 28th August 2017 we have valued the freehold interest in the above property, as at 31st August 2017 for inclusion in an IPO Prospectus.
		We understand our valuations and reports (the "Reports" and each a "Report") are required, first, to confirm to the directors and proposed directors of the Company the current market value of the properties referred to above and, secondly, for inclusion in a prospectus (the "Prospectus") in relation to the proposed admission of the Company's entire ordinary share capital to the standard listing segment of the Official List of the UK Financial Conduct Authority and to the primary listing segment of the Official List of the Irish Stock Exchange plc ("ISE") and to trading on the main market for listed securities of the ISE and on the main market for listed securities of the London Stock Exchange plc ("LSE") (together, "Admission"), which investors will rely on in making their decision to invest in the Company.
Basis of Valuation	1.5	The basis of the valuation for the purpose of the Irish Prospectus Rules is to be on the same basis as adopted by the Company for accounting purposes. We will first adopt fair value (IFRS 13) as the appropriate basis of valuation which is defined in the Red Book as:-
		"The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date."
		The basis of valuation for the purpose of the Irish Listing Rules is market value.

Short Format Valuation Report │KF Ref: V/4703/17 3

Prepared on behalf of Glenveagh Properties Plc/ Credit Suisse Securities (Europe) Limited/ J&E Davy | Date of issue: 31st August 2017

We will adopt market value as the appropriate basis of valuation which is defined in the Red Book as:-

"The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion."

We would note the following from the Red Book:-

"The references in IFRS 13 to market participants and a sale make it clear that for most practical purposes the concept of fair value is consistent with that of market value, and so there would ordinarily be no difference between them in terms of the valuation figure reported."

• 1.6 No allowance has been made for any expenses of realisation, or for taxation (including VAT), which might arise in the event of a disposal and the Properties have been considered free and clear of all mortgages or other charges which may be secured thereon.
• 1.7 Our opinion of the Market Value of the Properties has been primarily derived using comparable market transactions on arm's length terms and our assessment of market sentiment and the supporting documentation provided to us by the Company.
• Compliance with RICS Standards 1.8 Our Reports will be prepared in our standard format which will be compliant with VPS 3 of the RICS Valuation Global Standards 2017. We have been instructed to carry out 27 individual Reports on each of the subject properties. The Reports will comply with Rule 5.6.5 the Prospectus Rules of the UK Financial Conduct Authority, Rule 4.2 of the Irish Prospectus Rules issues by the Central Bank of Ireland under Section 1363 of the Irish Companies Act 2014, and paragraphs 128 to 130 of ESMA's update of the CESR recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses No. 809/2004.

We will include the following confirmations in the Reports:

(a) For the purposes of Schedule 1 of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland, as amended (the "Irish Prospectus Regulations"), we accept responsibility for the information contained in our valuation report and confirm that, to the best of our knowledge (having taken all reasonable care to ensure that such is the case), the information contained in our valuation report is in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Annex I item 1.2 of Commission Regulation (EC) 809/2004;

(b) This valuation report complies with paragraphs 128 to 130 of ESMA's update of the CESR recommendations for the consistent implementation of the European Commission's Regulations on Prospectuses No. 809/2004; and

(c) Knight Frank has given and has not withdrawn its written consent to the inclusion of this valuation report in the Prospectus. We confirm that we have sufficient current local and national knowledge of the particular property market involved, and have the skills and understanding to undertake the valuations competently.

Inspection 1.9 Inspections were carried out on various dates between 15th July 2017 and 28th August 2017.

Personnel 1.10 We confirm that the personnel responsible for this valuation have the knowledge, skills and understanding to undertake the valuation competently and they are qualified for the purpose of the valuation in accordance with the RICS Valuation – Global Standards 2017.

Status 1.11 In preparing these valuations we have acted as External Valuers.

Conflict of Interest 1.12 We confirm that Knight Frank have no known conflict of interest in relation to this property.

We confirm we have historic involvement in respect of the following sites (1) 40 acres Kiladoon Celbridge and (2) 13.8 acres of the lands at Blessington County Wicklow i.e part of the subject land which forms part of the valuation and (3) The Birches, Foxrock. We confirm Knight Frank acted on behalf of the vendors as sales agents for these properties.

We confirm that Knight Frank New Homes are currently appointed as joint sales agents in respect of Holsteiner Park, Clonee.

We are in a position to provide an objective and unbiased valuation in respect of all of the Properties.

Disclosures & Publication 1.13 This report may not be disclosed to any third party and may not be re-produced or referred to in any document circular or statement and before its contents or any part of its contents are disclosed orally to a third party our written approval of the form, context and content must be obtained.

Assumptions 1.14 Our valuation is subject to our standard Valuation Terms, Conditions and Assumptions which are included in the Appendices. In the event that any of our assumptions prove to be incorrect then our valuation should be reviewed.

Our valuation assumes that a marketing period of at least 12 months has been completed as at the date of valuation.

Independence 1.15 The total fees earned in 2016 by Knight Frank from the Company were less than 5% of our total income.

Scope of Enquiries & Investigations

Sources of Information 1.16 We have relied on the information provided in relation to planning, site areas, proposed building areas, build costs and we will rely on all factual and any other information provided by the client.

1.17 While we cannot confirm the accuracy of the information referred to above, we have exercised our professional judgement in determining the reliability of the source and the information and confirm that we are prepared professionally to rely upon it.

Valuation Bases

• 1.18 We have provided opinions of value on the following bases:-
• Market Value 1.19 In accordance with your instructions, we have provided opinions of value on the following bases:-

The Market Value of the freehold interest the subject site with vacant possession based on the following definition - "The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion."

Please note section 1.9 above on the basis of value and the comment on "Fair Value".

Valuation Date 1.20 31st August 2017

Responsibility 1.21 For the purposes of Schedule 1 of Prospectus (Directive 2003/71/EC) Regulations of Ireland (as amended) (the "Irish Prospectus Regulations"), we accept responsibility for the information contained in this Valuation Report and confirm that to the best of our knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Valuation Report is in accordance with the facts and contains no omissions likely to affect its import. This Valuation report complies with the Irish Prospectus Regulations and paragraphs 128 to 130 of the CESR Recommendation, the Irish Prospectus Rules.

2 The Properties

(1) 2.4 ACRE DEVELOPMENT SITE, PROBY SQUARE, OFF CARYSFORT AVENUE, BLACKROCK, CO. DUBLIN

Location	The subject site is located at the eastern end of Proby Square, Blackrock, Co. Dublin.
	This is a mature area approximately 1.2km south of Blackrock Village and approximately 1.4km south of Blackrock Dart station.
	The general area is characterised by relatively low density mature residential development. To the north is Lindenvale, to the east is Avondale, to the south is Castlebyrne Park and Oakley Grove/Park, while Proby Square is located to its west.
Description	The subject property comprises approximately 0.971 hectares (2.4 acres) of development land.
	The subject property is zoned objective "A" under Dún Laoghaire-Rathdown County Councils Development Plan (2016 – 2022). The aim of objective A is "To protect and/or improve residential amenity".
	Site has the benefit of planning permission (Ref D13A/0312) for Demolition of existing nursery buildings (c 5,500 sqm gross floor area) and construction of 20 no. 3-storey semi-detached dwellings.
	The site has the potential to provide two additional houses subject to planning.
	The site includes an existing residential house of 239m2 (2582 sq.ft) which requires refurbishment.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation.

	They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all of the 20 units which have planning permission. We have carried out a separate appraisal for the 2 units which have potential subject to planning and we have carried out a 3rd residual appraisal for the existing house using refurbishment costs. We have varied our assumptions to differentiate the land with the benefit of a granted planning permission from the units without planning permission due to risk involved with a new application.
	We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is 2.14 acres with planning permission for 20 units €9,500,000 (€4,440,000 per acre or €475,000 per house site. Our residual appraisal for the two potential house sites is €775,000 (€387,500 per house site) and our appraisal for the existing house is €735,000. The aggregate is €11,000,000. The overall analysis of the 2.4 acres is €4,580,000 per acre.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to and with the benefit of the grant of full planning permission on part of the land and subject to the assumptions and comments in this Valuation Report is:
	€11,000,000
	(Eleven Million Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(2) FORMER CHESTER BEATTY LIBRARY SITE, NO. 20, SHREWSBURY ROAD, BALLSBRIDGE, DUBLIN 4

Location	Shrewsbury Road connects Merrion Road (R118) and Ailsbury Road (R824) in the mature suburb of Ballsbridge approximately 3.4 kilometres southeast of Dublin City Centre (St. Stephens Green).
	The area is predominantly residential in character with Ballsbridge and Sandymount Village located approximately 1.1 kilometres and 1.44 kilometres, respectively, from the subject property.
	Shrewsbury Road is a broad tree lined road containing 30 houses, predominantly detached and set back from the public road.
	There are localised shopping facilities available in Sandymount, Ballsbridge and Donnybrook.
	The location has good transport links – close to Sandymount DART station and the Merrion Road which is served by several bus routes.
	Amenities in the area include the RDS, the Aviva Stadium, Herbert Park, Sandymount Strand, Herbert Park Hotel and the Intercontinental Hotel Dublin.
Description	The subject property comprises approximately 0.5 hectares (0.98 acre) of development land.
	The site is bounded to the north-west by the grounds of the Royal Dublin Society and particularly Simmonscourt Pavilion and on the northeast by 18 Shrewsbury Road the former Trinity College of Pharmacology, a large two storey detached structure with landscaped gardens to the rear. Two detached three storey over basement houses Thorndene and Ouragh, bound the site to the east. To the south is a large detached three storey house, Runnymede.
	The site is a backland site and L shaped with access via a laneway off Shrewsbury Road. The site currently contains a derelict detached 2 storey residential properties and ancillary lands.
	The site is zoned Z2 – Residential Neighbourhoods (Conservation Areas). The land use zoning objective is 'to protect and/or improve the amenities of residential conservation areas'.

	Planning permission was obtained in 2009 for the development of 7 No. three storey over basement houses (1x three bed; 6x four bed) extending from 314 sqm to 514 sqm. Planning permission was extended in 2014 for a further 5 years until 4th of June 2019. Planning permission cannot be further extended.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation. They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all of the 7 units which have planning permission.
	We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is 0.98 acres with planning permission for 7 units €11,300,000 which analyses at €11.53 million per acre or €1,615,000 per house site.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to and with the benefit of the grant of full planning permission on part of the land and subject to the assumptions and comments in this Valuation Report is:
	€11,300,000
	(Eleven Million Three Hundred Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(3) 1.6 ACRES OF DEVELOPMENT LAND AT CHURCH ROAD, GREYSTONES, CO. WICKLOW
Location	Greystones is a coastal town in County Wicklow. The town is approximately 8 kilometres south of Bray and 27 kilometres south of Dublin.
	Greystones has a population of approximately 17,500 in census 2011.
	The town is bordered by the Irish Sea to the east, Bray Head to the north and the Wicklow Mountains to the west.
	The subject site is situated on Church Lane, just off Church Road (Main Street) a short distance North West of Greystones Town Centre.
	The site is located 500 metres north west of Greystones Town Centre and 300 metres north west of Church Road ACA.
Description	The subject property comprises approximately 0.65 hectares (1.6 acre) of development land.
	The site includes an area of land fronting Church Lane and a backland area to the rear of properties Sillan Lodge and Knockrath. There are mature hedgerows and trees along site boundaries.
	The property has a zoning objective RE - Existing Residential which is "to protect, provide for and improve residential amenities of adjoining properties and areas while allowing for infill residential development that reflects the established character of the area in which it is located." under the Greystones -Delgany and Kilcoole LAP 2013—2019.
	The property has a zoning objective RE - Existing Residential which is "to protect, provide for and improve residential amenities of adjoining properties and areas while allowing for infill residential development that reflects the established character of the area in which it is located." under the Greystones -Delgany and Kilcoole LAP (2013—2019).
	Knockrath House, Church Lane, Greystones is listed in the National Inventory of Architectural Heritage.

	The site has planning permission for 4 No dwellings which was extended until the 3rd of March 2019. Public open space of 15% of the overall site area was requested at f.i stage of the parent permission 08/1183.
	A sightlines issue was raised at F.I stage of Reg Ref 08/1183. Revised proposals addressing the issue were submitted and accepted by the planning authority. It appears from the submitted drawing that this involved the use of adjacent/third party lands. Letters of consent would therefore be required from neighbouring landowners to achieve required setback.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation. They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all of the 4 units which have planning permission.
	We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is 1.6 acres with planning permission for 4 units €1,000,000 which analyses at €650,000 per acre or €250,000 per house site.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€1,000,000
	(One Million Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

Short Format Valuation Report │KF Ref: V/4703/17 13

(4)	6.2 ACRES OF LAND KNOWN AS OAKFIELD, FORGE ROAD, ENNISKERRY, CO.WICKLOW
Location	Enniskerry is a village located in County Wicklow, approximately 32.5 kilometres south of Dublin City Centre. Access to the subject land is located off the L1011 (Kilgarran Cottages). The subject land is situated approximately 2 kilometres north east of Powerscourt House and Gardens.
Description	The subject property comprises approximately 2.5 hectares (6.17 acres) of development land. The subject lands have a mixed zoning – 0.68 hectares (1.7 acres) are zoned R Special (Special Residential) zoning and 0.08 hectares (0.2 acres are zoned
	RE Existing Residential. The majority of the lands 1.7 hectares (4.2 acres) are zoned Open Space. Located within Enniskerry village bounding the Forge Road and the rear of
	Eagle Valley and Kilgarron Cottages. The site has frontage of approximately 120 metres of frontage onto Forge Road and 16m onto Kilgarran Road.
	It is specified in the town plan that the site is to be accessed off the local road (Enniskerry – Kilgarron). There is no current planning permission in place.
	No. 1 Kilgarran Hill (Oakfield Cottages) is located within the site boundary and is listed as being of regional importance in the National Inventory of Architectural Heritage.
	The existing access is narrow and advice should be obtained on its suitability or development. The existing cottage adjoining (No. 1 Kilgarran Hill) is in an ACA and its partial demolition was proposed in the previous application. It's partial demolition is required in order to access the subject site for development purposes.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation.

	They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all of the 14 units which we are advised the site has potential for subject to planning.
	We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is 6.2 acres with planning potential for 14 units €2,750,000 which analyses at analyses at €196,500 per potential house site on an overall basis or alternatively six detached sites at €260,000 each and the remaining eight potential sites at an average of €148,750 each.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€2,750,000
	(Two Million Seven Hundred and Fifty Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(5)		3.9 ACRES OF LAND AT OLD CONNAUGHT AVENUE, RATHMICHAEL, CO. DUBLIN
Location		The subject property is located in the suburb of Rathmichael approximately 1.8km from the "Bray North" junction of the N11 and approximately 21km from Dublin City Centre. The subject site is located to the north west of Bray.
Description	2.1	The subject property comprises approx. 1.57 hectares (3.9 acres) of development land. The site is greenfield in nature and appears to form part of the grounds of Old Connaught House, a protected structure located immediately to the north of the site. The remainder of the site is bounded by individual dwellings which front onto Old Connaught Avenue/Ferndale Road. The subject site is zoned Objective A1, "to provide for new residential communities in accordance with approved local area plans". The site would appear to form part of the grounds of Old Connaught House, a protected structure located directly to the north of the site. The site has an objective "To protect and preserve Trees and Woodland". Access to the subject lands, we understand is available by means of a Right of Way. We have not had sight of title reports. The subject site is zoned Objective A1, "to provide for new residential communities in accordance with approved local area plans". The Dún Laoghaire-Rathdown County Development Plan 2016 – 2022 contains an objective to prepare a Local Area Plan (LAP) for Old Conna. While Old Conna has been zoned since 2004 with a requirement for an LAP, no LAP has been prepared. The Local Area Plan will be prepared when infrastructural constraints are overcome. The lands are currently unserviced in terms of Water and Drainage, Public Transport and Roads Infrastructure. The County Development Plan highlights that there remains fundamental deficiencies in relation to water and drainage infrastructure in the area.

	The County Development Plan also states that "at the present time it is difficult to have any certainty on when development will take place at Old Conna. The A1 zoning effectively safeguards the area for future strategic development in accordance with an approved Local Area Plan"
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the comparative method.
Valuation Commentary	We have valued the subject lands using the comparative method. The summation of the above values (based on key assumptions of this report) is 3.9 acres with no planning at €1,000,000 which analyses at €256,000 per acre.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€1,000,000
	(One Million Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(6) 20.01 ACRES OF LAND AT GREAT CONNELL ABBEY STUD, NEWBRIDGE, CO. KILDARE
Location	The subject lands are located approximately 1 Kilometre south east of Newbridge Town Centre, 500 metres north of the M7 and to the east of the River Liffey.
	Newbridge has a population of 22,742 persons (Provisional Census 2016) an increase of approximately 5.5% from 21,561 persons (Census 2011).
Description	The subject lands comprise a Site Area extending to approximately 8.1 ha (20.01 acres).
	The majority of the subject site (18 acres) is zoned C14 'New Residential' in the Newbridge LAP 2013-2019 with an objective "To provide for new residential development'. The remaining 2 acres are zoned amenity land.
	The LAP notes a geophysical survey will be required given proximity to Great Connell Abbey (a Protected Structure). There are a number of protected structures and archaeological sites and monuments located within 150 metres of the site.
	The site is bounded to the east by the L2028 Greatconnell Road. The subject lands are Greenfield.The subject lands are accessible off Great Connell Road.
	Land uses directly abutting the site are generally agricultural lands, one off residential dwellings with some commercial land uses located further to the north. An overhead power line traverses the site.
	The LAP estimates the site area can accommodate 255 Units based on a density of 35 units per hectare. Residential density of 30-50 is indicated in the LAP for residential zoned lands.
	The subject land has the benefit of being zoned "new residential" however from a valuation perspective we assume there will be time delays on development. As of the date of valuation, the subject lands are subject to a time delay in respect of provision of the upgrade works to Osberstown wastewater treatment plant and Newbridge interceptor sewer.
	Southern Relief Road: A developer of the subject lands will be responsible for the contribution of monetary sum towards the Southern Relief Road.

	Flooding: Part of the subject land has been identified as susceptible to flooding, however we understand this can be addressed in scheme design. We note the 2009 planning application for the subject site proposed a river side park for the area of flood risk along the western boundary.
	Proximity to protected structure and monuments: The LAP requires a geophysical survey and any future developments would have to be designed around any archaeological constraints.
	Road widening: We understand the Company require a letter of consent in order to achieve the necessary road widening. There will also be a cost associated with this.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the comparative method.
Valuation Commentary	The summation of the above values (based on key assumptions of this report) is 20.01 acres at €1,800,000 which analyses at €90,000 per acre approximately.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€1,800,000
	(One Million Eight Hundred Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(7) 14.03 ACRES AT BURKEEN ROAD, KEATINGSTOWN CO. WICKLOW
Location	Located off the Broomhall Road, 1 kilometre south east of Rathnew Village and 1 kilometre east of the M11/N11 (Dublin to Wexford)
	The area is predominantly residential with local amenities predominantly being provided for in Wicklow Town which is situated approximately 2.7 kilometres south of the subject site.
	There is neighbourhood centre providing a pharmacy, supermarket and gym located approximately 900 metres form the subject site.
	Rathnew Business Park is located approximately 1.9 k kilometres north of the subject site and the Village Mill Enterprise Park situated approximately 900 metres to the west of the site.
	Public transport links are fair with the nearest bus stop located approximately 1.2 kilometres from the subject site. Bus Eireann service 133 offers regular services to Gorey and Dublin City Centre. Commuter Train Services are provided in Wicklow Town, with routes to Dublin Connolly and Roslare.
	The site is located within 500 metres of Colaiste Chill Mhantin, Ireland's first inter-denominational primary school.
Description	The subject property comprises a fairly regular shaped land holding approx. 5.68 hectares (14.03 acre) of development land. The site is accessed off Broomhill Court.
	The site abuts and surrounds on threes dies and existing dwelling house located midway along the northern boundary.
	The site is bound by agricultural lands to the south and east, the west of the site is bound by a local access road.
	Residential development The Oaks and Burkeen are located north of the site on the opposite side of Keatingstown Road.
	There is a reservoir located in the south west corner of the site.
	There are significant variations in levels throughout the site.

Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation. They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all of the 139 units which have planning permission in place. We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is 14.03 acres with planning permission for 139 units is €5,000,000 which analyses at €356,000 per acre or €36,000 per house site.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is: €5,000,000 (Five Million Euro) Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(8)	LANDS AT QUINNS CROSS, MUNGRET, CO. LIMERICK
Location	The subject lands are located at Quinns Cross, Mungret is approximately 5.5 kilometres from Limerick City. The subject lands comprise three land parcels and are located to the east of Mungret Village and to the west of University Hospital Limerick. Parcel 1 is located in the townland of Bunacloka. Parcels 2 & 3 are located in the townland of Dromdarrig.
Description	The subject lands comprise three separate parcels of land which are greenfield in nature. The subject lands forms three land parcels located to the east of Mungret Village and to the west of University Hospital Limerick. The lands are accessible from the R859 (to the south). Parcel 1 comprising 5.22 hectares (12.9 acres) adjoins an existing residential development known as Mungret Woods. Parcels 2 & 3 comprising 5.51 hectares (13.4 acres) are located to the south Limerick City Educate Together School.
	There is no valid planning on the subject lands. Three planning applications on the subject lands (two on site no. 1 and one on site nos. 2/3) were withdrawn before a decision was made by Limerick County Council (with one further application refused by Limerick County Council). Details of the refusal are not available on the Limerick County Council website.
	The planning history indicates fundamental difficulties in securing permission. It is not clear what the difficulties are as no detail of the refused application is available online.
	The lands a zoned as 'Residential Development Area' while a small portion in the northern part of Site 1 is zoned for 'Open Space and Recreation'.
	There are a number of specific local objectives highlighted in the Southern and Environs Local Area Plan 2011-2017 (extended until May 2021) which are applicable to the site. These include new roads and junctions, walkways and cycleway.
	A small portion of land which forms part of site no. 3 is also identified as a proposed natural heritage area.

	Road Infrastructure appears a significant constraint at present with potential significant road construction costs required. Adjoining LIHAF funding may be of assistance.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the comparative method.
Valuation Commentary	We have valued the subject lands using the comparative method. The summation of the above values (based on key assumptions of this report) is 26.3 acres without planning permission is €1,250,000 which analyses at €47,500 per acre.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€1,250,000
	(One Million Two Hundred and Fifty Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(9) 20 ACRES OF LAND AT CASTLEREDMOND, MIDDLETON, CO. CORK
Location	Midleton is a town in south-eastern County Cork, Ireland. It lies some 16 kilometres east of Cork City on the Owenacurra River and the N25 road, which connects Cork to the port of Rosslare. A satellite town of Cork City, Midleton is part of Metropolitan Cork. It is the central hub of business for the East Cork Area. The subject lands are located approximately 1.5 kilometres to the south of Midleton. Midleton has a population of 12,795 persons (Provisional Census 2016) a slight increase from 12,049 persons (Census 2011).
Description	The subject lands comprise a Site Area extending to approximately 7.9 hectares (19.51 acres). The site is greenfield in nature and is located to the east of the existing 'Castle Redmond' housing development. The remainder of the site is bordered by greenfield sites. The R630 is located 500 metres to the east, with the site being separated by the existing Castle Redmond housing development.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the comparative method.
Valuation Commentary	The summation of the above values (based on key assumptions of this report) is analyses at €2,350,000 analysing at €120,450 per acre approximately on an overall basis of €9,750 per potential house site assuming 240 units.

Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31th August 2017, subject to the assumptions and comments in this Valuation Report is:
	€2,350,000
	(Two Million Three Hundred and Fifty Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

Short Format Valuation Report │KF Ref: V/4703/17 25

(10) 12.09 ACRES OF LAND AT MAPLEWOODS, BALLINACURRA WEST, MIDLETON Location Midleton is a town in south-eastern County Cork, Ireland. It lies some 16 km east of Cork City on the Owenacurra River and the N25 road, which connects Cork to the port of Rosslare. A satellite town of Cork City, Midleton is part of Metropolitan Cork. It is the central hub of business for the East Cork Area.The subject lands are located approximately 1.5km to the south of Midleton. Midleton has a population of 12,795 persons (Provisional Census 2016) a slight increase from 12,049 persons (Census 2011). Description The subject site is located at Ballynacorra, within the southern environs of Midleton. This site is located on the south west side of Ballynacorra and is accessed from the R630. The R630 is located to the east of the site, while the remainder of the site is bordered by existing greenfield lands. Our valuation relates to a total of 4.89 hectares (12.09 acres) and includes six substantially complete houses located to the south western corner of the site. The 6 houses we are advised comprise 4 Type 1 units of approximately 114m2 (1227 sq.ft), 1 Type 2 unit of approximately 114m2 (1227 sq.ft) and 1 Type 3 unit of approximately 98m2 (1054 sq.ft). Methodology Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the comparative method. Valuation Commentary The summation of the above values (based on key assumptions of this report) is 12.09 acres at €2,250,000. We have valued the development land at €1,395,000 being €10,600 per potential house site assuming 131 units. We have valued the existing standing stock of 6 houses at a total of €855,000. This reflects €130,000 for the 1,054 sq.ft house and €145,000 each for the remaining 5 houses of 1,226 sq.ft. The aggregate of the values is €2,250,000.

Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€2,250,000
	(Two Million Two Hundred and Fifty Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

11) PARSON STREET, MAYNOOTH, CO. KILDARE

Location	Maynooth is a university town in north County Kildare. The lands are located to the south of Maynooth Town Centre and St. Patricks College and to the north west of the Maynooth Railway Station.
Description	The subject site comprises approximately 1.42 hectares (3.5 acres) The subject lands is formed by part greenfield site and part protected structure located to the west of the site. The subject lands are made up of part greenfield site and part single dwelling (protected structure) to the west, in the form of a period property called The Old Rectory. The subject lands are accessible via Parson Street to the west and the site is linked to Maynooth Railway Station via a food bridge to the south. There is no planning history on the subject lands (based on a review of Kildare County Council website).
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation. They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all of the 51 units which we are advised the site has potential for subject to planning. We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is 3.5 acres with planning potential for 51 units €3,000,000 which analyses at €857,000 or €58,800 per potential unit site.

Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€3,000,000
	(Three Million Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

297

(12) 0.7 ACRE SITE AT ADELAIDE ROAD, BRAY, CO. WICKLOW

Location	Property is located along Adelaide Road approximately 500 meters from Bray town centre.
	Bray (Daly) Train Station is located at the rear of the property along Station Road.
	Bray has a population of 32,600 persons (Census 2016) an increase of approximately 2.24% from 31,872 persons (Census 2011).
	Located approximately 20 kilometres driving distance south east of Dublin City Centre.
	Approximately 4.50 kilometres driving distance from the M11 & M50 motorway intersection.
	Entrance to the site is located on Adelaide Road close to the instruction with Florence Road.
	Bray (Daly) Train Station is located to the rear of the subject property with connections to Northern Commuter services and DART commuter rail services. The subject property is also serviced by numerous Dublin Bus routes with stops located outside the train station.
	Within walking distance of Bray Promenade, Bray Harbour, The Carlisle Grounds and all local amenities.
Description	The subject property comprises approx. 0.4 hectares (0.998 acres) of development land.
	The subject site is bounded to the west by Adelaide Road, to the south by Florence Road, to the east by Station Road and to the north by retail/commercial units.
	The subject site comprises a large single building which was a former cash and carry and associated car parking.
	The site and associated car parking area is accessed from the west (Adelaide Road). On street car parking is provided to the east and south and the northern portion of the site to the west. A one way system is currently in

		operation along the west and south of the site.
		The subject property is zoned objective GTH – "Town Gateway and Transportation Hub Uses" under the Bray Town Development Plan 2011- 2017.
Methodology	2.2	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the comparative method.
Valuation Commentary	2.3	The summation of the above values (based on key assumptions of this report) is 0.998 acres at €1,650,000 (approximately €1.65 million per acre).
Market Value	2.4	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
		€1,650,000
		(One Million Six Hundred and Fifty Thousand Euro)
		Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(13) RESIDENTIAL DEVELOPMENT LAND AT BALLYBOUGHAL, CO. DUBLIN

Location	Ballyboughal is a village located in North County Dublin, approximately 23.1 kilometres from Dublin City Centre.
	Neighbouring towns to Ballyboughal include Naul to the north and Swords to the south, situated approximately 7.5 kilometres and 9.7 kilometres respectively
	The population of Ballyboughal is 1,153 (Provisional 2016 Census) a 12.4% increase from the 2011 Census.
	Ballyboughal is a small residential area with new housing developments such as The Granage and Dooroge Woods. The village has little retail offering other than a convenience store, takeaway and garage.
	The site is located south off the Ballyboughal Road, and to the West off the Naul Road (R108).
	Ballyboughal does not offer any means of public transport, with most Dublin Bus and Private Bus services operating from Swords. One private bus company "Niffti" operates a minimal service to and from Swords via Naul.
Description	The subject site comprises an irregular shaped site extending to approximately 4.3 hectares (10.6 acres).
	The site is bound to the north by mature trees and adjoins agricultural land. To the west boundary there are rows of terraced properties which also frame the access into the site. The southern boundary is boundary is bound by natural hedge rows and is adjoining a local access road. The eastern boundary adjoins a residential dwelling.
	To the south west boundary there are a number of partly developed Work in Progress units.
	Opposite the site is Old Ballyboughal Church ruins which contains a protected structure and recorded monuments.

Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation. They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for 57 residential units which we are advised the site has potential for subject to planning. We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is 10.6 acres with planning potential for 57 units €4,500,000 which analyses at €425,000 per acre or €79,000 per potential house site.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is: €4,500,000 (Four Million Five Hundred Thousand Euro) Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(14) 18.8 ACRES, BLESSINGTON, CO. WICKLOW

The subject property is about 30km from Dublin city centre, just off the Main Street of Blessington. It is located off the N81 roadway on what is known as the Inner Relief Road.
The subject lands are located to the west of Blessignton Town Centre and to the west of the N81.
The site is adjoined by Dunnes Stores to the south east and a residential development to the north east.
The site is green field in nature and accessible via Red Lane to the south and Oak Drive to the north.
All 18.8 acres of land are zoned (Majority Proposed Residential)
The lands have a positive planning history with Ref 14/1922 extended until 7th January 2018.
The lands have good road frontage along the Blessington Relief Road with a roundabout located to the south west/north west corner.
Site is capable of being serviced.
Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation. They are the residual method and we have crossed checked this method with the comparative method.
In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all proposed 140 units.
We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is €7,000,000 analysing at €518,500 per acre or €50,000 per potential house site.

	The valuation of the "Employment" zoned land is 5.3 acres at €94,000 per acre totalling €5,000,000. The aggregate value is €7,500,000.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€7,500,000
	(Seven Million Five Hundred Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(15) HERBERT HILL, DUNDRUM

Location	The subject site is located in Dundrum which is in the administrative area of Dun Laoghaire-Rathdown County Council and is located in the postal district of Dublin 14 and 16.
	Dundrum is in South Dublin, located approximately 7 kilometres from Dublin City Centre and would be viewed as a good residential suburb.
	Nearby areas include Rathfarmham, Rathmines, to the west, Mount Merrion, Donnybrook to the east, and Ballinteer, Sandyford to the south.
	Dundrum offers a host of retail and food offerings along the Main Street and in Dundrum Shopping Centre.
	There are a number of excellent schools at both primary and secondary level close by including Mount Anville, Taney National School, Wesley College and Our Lady's Grove
	A large number of sports and recreational amenities are also available in the area including UCD sports and Fitness Complex in addition to the recently refurbished Airfield Estate.
	The property is located to the west of Sandyford Road between its junction with Overend Avenue (South) and Kilmacud Road Upper (North), c 7km south of Dublin City Centre.
	It is bound by Dundrum Shopping centre to the east, a surface car park and dated buildings to the north, the Luas Green Line to the west and the Riversdale apartment development to the South. Dundrum shopping centre would be regarded as Ireland's premier retail centre, which greatly benefits the surrounding area.
	The area is well serviced by public transport with the Luas (Green Line) stops at Dundrum and Ballaly within close proximity to the subject land. The Luas Green Line connects St Stephen's Green to Brides Glen.
	There are also a number of bus stops in close proximity to the property which offer services to the city centre and surrounding areas. The N11, M50 and all main arterial routes are also readily accessible from Dundrum.

Description	The property is located on the eastern side of Sandyford Road in Dundrum, Dublin 14.
	Herbert Hill comprises a two storey house of approximately 416sqm and provides for 6 bedrooms, 3 receptions rooms and a large open plan kitchen.
	There are six bedrooms and two bathrooms on the first floor, one of which is en-suite.
	The gate lodge extends to an area of approximately 452 sq. ft.
	The property has extensive frontage of approximately 110m to Sandyford road and is bounded along the eastern boundary by the Luas Green line.
	As the main house is a protected structure it cannot be demolished and will have to be retained.
	This site in the centre of Dundrum would be viewed as one of the prime residential locations in the Dublin area and if offered to the open market we would envisage significant interest.
	The property comprises a site of approx. 2.7 acres. On the site is a protected structure namely "Herbert Hill House." The house comprises a two storey 6 bedroom house of approximately 416sqm. It includes a gate lodge of approximately 40sqm which is located next to the entrance of the property on the Sandyford Road.
	The site is roughly regular in shape and level, with a slight slope towards Sandyford Road.
	The property has extensive frontage of approximately 110m to Sandyford Road and is bounded along the eastern boundary by the Luas Green line.
	As the site has remained vacant for quite some time it is currently unkempt in appearance.
	There are a number of mature trees located along the west and south boundary of the property.
	Planning permission D16A/0298 – PL06D.246950 provides for revisions to the parent permission to provide an additional 6 no. units in Block A (total now 90 no. units). This permission expires on 20 November 2021.
	An application is currently being considered by An Bord Pleanála in respect of this site for modifications to Block A permitted under the parent permission (D15A/0405 – PL06D.245456) including a part 8 storey element, resulting in 7 additional units sought (91 no. units in total). This application does not form part of the D16A/0298 application and solely relates to modifications to D15A/0405 – PL06D.245456. DLRCC refused permission for this development. This decision was subject to a First Party Appeal incorporating design modifications and a decision is due from An Bord Pleanála by 21 August 2017.

Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation. They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed residential scheme we have carried out a development appraisal for all of the 93 units which have planning permission.
	We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is 2.7 acres with planning permission for 93 units €12,300,000 which analyses at €4.55 million per acre or €132,000 per residential unit site.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€12,300,000
	(Twelve Million Three Hundred Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(16) COIS GLAISIN, NAVAN, CO. MEATH

Location	Navan is located in Co. Meath and is situated approximately 50 kilometres north west of Dublin City Centre. The town of Navan is separated by the River Boyne.
	Navan has a population of 31,689 (Provisional 2016 Census).
	Navan is considered a commuter town of Dublin and as a result the character of Navan is becoming more residential. Navan also has a good retailing offering, a business park and industrial park.
	Public amenities within Navan include; Our Lady's Hospital, St. Joseph's Mercy Secondary School, St. Mary's Special School, Navan Educate Together School, and Meath County Library.
	The development site is situated approximately 2.5 kilometres to the south western side of Navan Town Centre and to the west of Johnstown Village. The site is located off the Johnstown Road (CR380)
	The area immediately surrounding the subject site is characterised substantially by suburban housing development.
	Johnstown Shopping Centre is located approximately 800 metres north of the subject site, tenants include; Super Valu, Boyle Sports and Hickeys Pharmacy.
	Access to Navan Business Park is located approximately 350 metres north of the site, the business park itself is opposite the site.
	Bus Eireann's route 109 is the main source of public transport offering frequent services from Cavan to Dublin City Centre. The Johnstown Road (CR380) connects with the R147, which connects to the M3/N3 Dublin to Cavan Road.
Description	The subject site comprises a regular shaped site extending to approximately 12.28 hectares (30.35 acres).
	The site is accessed from the south off the Johnstown Road (country road CR380) and from the west off Metges Road (N3/R153 Distributor).

307

	Works are currently under construction on site, completing the construction of all dwellings located within Phase 1 of the overall development.
	There are existing housing developments to the North (Boyne View), to the south (Carne Wood), and to the east (Chestnut Court).
	The subject site is generally flat and is currently under construction.
	The subject site has planning permission in place until 1st January 2018 for the 269 units which form part of our valuation.
	Our valuation also includes five show houses from Phase 1.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation. They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all of the 269 units which have planning permission.
	We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) planning permission for 269 units €10,760,000 which analyses at €40,000 per house site approximately.
	The five show houses are valued as follows:
	No. 27, The Park (The Boyne 2 Bed End of Terrace) -€214,600
	No. 29 The Park (The Stoneyford 3 Bed Semi-Detached)- -€254,300
	No. 33 The Park (The Blackwater 3 Bed Semi-Detached Dual Aspect) - €245,500
	No. 35 The Park (The Rye 4 Bed Semi-Detached) -€280,100
	No. 43 The Park (The Tolka 3 Bed Semi-Detached) -€245,500
	The aggregate value is €12,000,000.

Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject the assumptions and comments in this Valuation Report is:
	€12,000,000
	(Twelve Million Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(17) 34.76 ACRES AT BLACKCASTLE, DEMESENE, NAVAN, CO. MEATH

Location		Navan is located in Co. Meath and is situated approximately 50 kilometres north west of Dublin City Centre. The town of Navan is separated by the River Boyne. Navan has a population of 31,689 (Provisional 2016 Census). Navan would be considered a commuter town of Dublin and as a result the character of Navan is becoming more residential. Navan also has a good retailing offering, a business park and industrial park. Public amenities within Navan include; Our Lady's Hospital, St. Joseph's Mercy Secondary School, St. Mary's Special School, Navan Educate Together School, and Meath County Library. The development site is located approximately 500 metres north-east of Navan Town Centre with access via Mill Road, off the R162 (Pollboy Street). The R 162 offers a connection to the N51 (Slane Road) Bus Eireann's route 109 is the main source of public transport offering frequent services from Cavan to Dublin City Centre. The Johnstown Road (CR380) connects with the R147, which connects to the M3/N3 Dublin to Cavan Road.
Description	2.5	The subject site comprises an irregular shaped site extending to approximately 14.067 hectares (34.76 acres). The site is bounded to the west by two and three storey residential and commercial development fronting on to Flower Hill and Flower Hill Crescent. The site boundary, where it backs on to residential development, is of block walls. Remaining boundary treatment is primarily trees and hedgerows. To the south of the site is the River Boyne, running in a relatively narrow, steep-sided valley, some 12 to 15 metres below the plateau on which most of the study area is situated. All along the southern side of the river a heavily wooded slope rises to the Boyne road which has detached housing on its far side.

	The subject site includes a walkway adjacent to the River Boyne, which links to Flower Hill, and onward to Navan town centre, via Flower Hill Crescent.
	The subject site slopes gently from north to south as it proceeds towards the River Boyne, with a greater gradient evident in proximity to the river. The Boyne River corridor is both a Special Area of Conservation (SAC) and a Special Protection Area (SPA).
	Situated on the subject site is a building which is known as Blackcastle House. Blackcastle House is two storey in height over a basement and faces south over the River Boyne. The house and surrounding land is currently derelict and is in poor condition.
	To the north of Blackcastle House are a number of structures, including a two storey stable block, which would have been ancillary to the use of the house.
	Also to the north of Blackcastle House are the remains of a walled garden of approximately 1.4 hectares, orientated on a north south axis. The perimeter wall of the garden survives almost completely intact but the garden, like the House, is now in an unmaintained state.
	Blackcastle House and its associated gateway on the N51 Donaghmore Road are protected structures (Reg. No. NT025-111 and NT025-112 respectively). The buildings on site are all in advanced state of disrepair and the former parkland is much-neglected.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the residual method.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all of the 199 units which have planning permission.
	The summation of the above values (based on key assumptions of this report) is 34.76 acres with planning permission for 180 units is €6,000,000 which analyses at €172,600 per acre or €33,300 per house site.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€6,000,000
	(Six Million Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(18) 63.6 ACRES AT CLONMAGADDEN, NAVAN, CO. MEATH

Location

Navan is located in Co. Meath and is situated approximately 50 kilometres north west of Dublin City Centre. The town of Navan is separated by the River Boyne. Navan has a population of 31,689 (Provisional 2016 Census). Navan would be considered a commuter town of Dublin and as a result the character of Navan is becoming more residential. Navan also has a good retailing offering, a business park and industrial park. Public amenities within Navan include; Our Lady's Hospital, St. Joseph's Mercy Secondary School, St. Mary's Special School, Navan Educate Together School, and Meath County Library. The development site is located approximately 4.5 kilometres north of Navan town centre, off the Windtown/ Proudstown Link road Bus Eireann's route 109 is the main source of public transport offering frequent services from Cavan to Dublin City Centre. The Johnstown Road (CR380) connects with the R147, which connects to the M3/N3 Dublin to Cavan Road.

Description

The subject site comprises an irregular shaped site extending to approximately 25.2 hectares (63.6 acres). The site is bounded to the west by Scoil Naomh Eoin and Tailteeann Drive, to the north by the Proudstown Road and the Windtown/ Proudstown Link Road to the south. There is a disused reservoir located in the south eastern part of the site. The Meath County Development Plan 2013 – 2019 provides the overall strategic policies and objectives for the County. Town Development Plans are in place for Navan, Kells and Trim while Local Area Plans have been prepared for the remaining towns and villages listed in the county settlement hierarchy. These individual Development Plans and Local Area Plans detail the land use zoning, including that for residential use, in each settlement.

	The site is located within an area identified as Master Plan 4 of the Navan Development Plan, which includes a neighbourhood centre objective, and is zoned for a mix of uses including residential, community, employment and open space.
	The zoning within the site area are set out below, please not all areas are approximate;
	Approximately 5.2 hectares of the site is zoned as A2 New Residential. Of the 5.2ha of residential zoned land, 4ha is designated as Phase 2 i.e. post 2019 residential development and 0.54 hectares is zoned as C1 Mixed Use.
	The C1 mixed use zoning has the objective to provide for and facilitate mixed residential and business uses. The Navan Development Plan also requires a commercial (non-retail) allocation of 30% of the mixed use site area.
	In addition to above, there is 3.7ha of E2 Employment zoned land in the north of the site, 4.2 ha of G1 Community Infrastructure land and 4.7ha of open space
	A mixed use development comprising of 370 residential units, c.16,210 sq.m of retail and commercial uses (retail, offices, restaurants, public house, music school, nursing home, community centre etc), and a civic square were refused permission by an board pleanala, citing material contravention of Navan LAP, unacceptable layout and insufficient information provided in EIS.
	Planning permission was granted in September 2016 for the construction of 106 no. two storey dwellings on land north of the Windtown/Proudstown link road, Clonmagadden.
	A central portion of the overall site measuring c. 6.5 hectare and referenced as part of Phase 1 of an overall master plan for the wider area has planning permission for a residential development of 106 dwellings
	Part of the overall site that adjoins the existing Windtown / Proudstown Link road, measuring c. 1.0 hectare and referenced as part of Phase 1 of an overall master plan for the wider area has planning permission for a convenience retail store.
	Archaeological monitoring of the works is required.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the comparative method.
Valuation Commentary	We have valued the land with development potential for 106 houses at €3,180,000 (€30,000 per house site).
	We have valued the 10.12 acres zoned "New Residential" Phase 2 at €2,024,000 (€200,000 per acre). We have valued the remaining lands totalling 37.43 acres (Zonings are F1- Open Space 12.45 acres, E2 General Enterprise

Short Format Valuation Report │KF Ref: V/4703/17 45 Prepared on behalf of Glenveagh Properties Plc/ Credit Suisse Securities (Europe) Limited/ J&E Davy | Date of issue: 31st August 2017

	and Employment 9.69 acres, G1 Community Infrastructure 12.79 acres and C1-Mixed Use 2.5 acres) at an overall value of €1,046,000 approximately €28,000 per acre.
	The aggregate of the above values (based on key assumptions of this report) is 63.6 acres inclusive of planning permission for 106 on part of the lands €6,250,000 which analyses at €98,000 per acre approximately.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€6,250,000
	(Six Million Two Hundred and Fifty Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(19) 1.6 ACRES, THE BIRCHES, FOXROCK, CO. DUBLIN

Location	The subject site is located on Torquay Road, Foxrock, Co. Dublin.
	The property is within walking distance of a Foxrock Village and Foxrock Church on the N11. The area has a selection of amenities to include convenience stores and a selection of fashionable eateries.
	There are a number of sports and recreational facilities close by including Carrickmines Tennis Club, Foxrock Golf Club, Leopardstown Racecourse and Golf Club.
	There are also a number of well‐established schools at primary and secondary level in the surrounding areas.
Description	The site is located directly off the much sought-after Westminster Road, which is synonymous with prestigious housing.
	Access to the proposed site will be from Westminster Road. The site is flat and regular in shape.
	The subject site is located at lands at 'Rockall', The Birches, Torquay Road, Foxrock, Co. Dublin.
	The site measures 0.647 hectares (1.6 acres) and comprises 'Rockall', an existing dormer bungalow and an outbuilding, a portion of the overall site is bounded to the east by the Foxrock Golf Club. To the north, south and west the site is bounded by the rear gardens of the existing houses in The Birches. The site boundaries feature extensive planting of mature trees.
	The site is c.150m from the eastern boundary of the Foxrock Architectural Conservation Area. The site does not form part of this ACA. Foxrock village centre is c.600m to the south west of the site, accommodating a range of services.
	The surrounding immediate vicinity of the site is characterised by low density residential development of substantial two to three storey houses on well sized plots.

315

	The subject site is a "ready to go site" with full planning permission for a scheme comprising 28 units
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation. They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed apartment scheme we have carried out a development appraisal for all of the 28 units which have planning permission.
	We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is 1.6 acres with planning permission for 28 units €5,100,000 which analyses at €3.18 million per acre or €182,000 per apartment site.
	We have made a deduction of €100,000 to reflect a timing delay owning to a trespass issue in relation to a portion of the site.
	Thus our valuation is €5,000,000.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to and with the benefit of the grant of full planning permission on part of the land and subject to the assumptions and comments in this Valuation Report is:
	€5,000,000
	(Five Million Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(20) 15 RESIDENTIAL UNIT SITES AT HOLSTEINER PARK, CLONEE

Location	The subject site is located at Holsteiner Park, Williamstown, Clonee, Co. Meath
	Clonee is a predominantly residential village with most of the retail and commercial offering located on the Main Street, including retailers such as Lidl, Texaco and Aldi.
	Dunboyne is located approximately 2.5 kilometres north west of Clonee and provides public amenities such as Dunboyne Junior Primary School, St. Peter's College and Dunboyne Library.
	Ongar is located approximately 2.1 kilometres south of Clonee and offers further public amenities and Blanchardstown Shopping Centre is located approximately 5.2 kilometres east of Clonee.
	The subject site is located south of Clonee village and West of Ongar, off the R149 regional road.
	Dublin Bus stop 7388 is situated approximately 750 metres from the subject site and provides routes 39 &39a to Burlington Road and UCD Bellfield. Clonee is served by train with Hansfield Train station and Dunboyne train station located approximately 2.1 kilometres and 3.7 kilometres form the subject site respectively. Clone is located off Junction 4 of the M3 motorway to Navan.
Description	The subject lands comprise an irregular shaped land holding extending to approximately 4.37 hectares (10.8 acres). Our valuation relates to a "carve out" of this which is estimated at approximately 6.9 acres.
	The site is bound to the north and west by the R149 regional road and to the south west is bound by Kribenis Manor, which is Phase 1 of the parent planning permission pertaining to the subject land.
	Phase 2 consists of 32 dwellings; however 11 of the dwellings are situated outside the boundary of the subject site, therefore are not included in this valuation. The units excluded from the valuation are located to the south west of the site.
	Our valuation relates to 15 residential units with planning permission.

317

Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the residual method of valuation.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all of the 15 units which have planning permission.
	We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is planning permission for 15 units €2,850,000 which analyses €190,000 per house site.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€2,850,000
	(Two Million Eight Hundred and Fifty Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(21) MARINA VILLAGE, GREYSTONES, CO. WICKLOW

Location	Greystones is a coastal town in County Wicklow. The town is approximately 8 kilometres south of Bray and 27 kilometres south of Dublin. Greystones has a population of approximately 17,500 in census 2011. The town is bordered by the Irish Sea to the east, Bray Head to the north and the Wicklow Mountains to the west.The subject site is situated off Beach Road, which also leads to Greystones Harbour. The site is located approximately 800 metres north east of Greystones Town Centre and 1 kilometre from Greystones Train Station.
Description	The development area comprises a total of 33,180 m2 (8.19 acres). The larger site including amenity area and proposed parkland comprises overall approximately 18 acres. The site area of Site K is 1090m2 (0.27 acres). The site are in respect of the residential houses at The Shore is 10,390m2 (2.57 acres). The development site area in respect of the apartments/duplex units is 21,700m2 (5.36 acres). The site is a Work in Progress site with eight houses partially completed and groundwork commenced on the remainder of the site. Our valuation does not reflect the WIP. The site is overlooking Greystones Harbour and Marina and the Irish Sea. The site is zoned "AP3 – Greystones Harbour and North Beach Action Plan." Under the Greystones – Delcany and Kilcoole Local Area Plan (2013-2019). Our valuation relates to 266 residential units with planning permission and Site "K" comprising 1,090m2 (0.27 acres).
Methodology	The methodology used in the valuation was Freehold equivalent. We understand from the Company that although the developer does not own the land they have the right to direct the transfer of that land to the end user as part of the sale of the units and this means that the developer controls the

Short Format Valuation Report │KF Ref: V/4703/17 51

	freehold for house owners and the leasehold for apartment owners in a relationship equivalent in certain respects to that enjoyed by a freeholder. Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the residual method of valuation.
Valuation Commentary	In order to assess the viability of the proposed housing/apartment scheme we have carried out a development appraisal for all of the 266 units which have planning permission and Site "K" comprising 1,090m2 in total. The summation of the above values (based on key assumptions of this report) is planning permission for 266 units €43,000,000 which analyses €350,000 in respect of Site "K" and an average of €160,000 per residential unit site.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to and with the benefit of the grant of full planning permission and subject to the assumptions and comments in this Valuation Report is:
	€43,000,000
	(Forty Three Million Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(22) 2.3 ACRES, DELGANY, CO. WICKLOW

Location	Delgany is a small rural village in County Wicklow located on the R762 road which connects to the N11 road at the Glen of the Downs. Delgany is approximately 25 kilometres south of Dublin City Centre and has a
	population of approximately 5,983 (Provisional 2016 Census), this is an increase of 5.4% from the 2011 Census.
	Delgany can be characterised as residential in nature and has small range of services.
	There are seven primary schools and one secondary school within the Delgany and Greystones area including; Delgany National School, St. Laurences National School and Greystones Educate Together National School
	The site is located approximately 1 kilometre east of Delgany off the R761 which connects Delgany with Greystones.
	Public transport is limited in Delgany with only the one Dublin Bus route 184 Newtownmountkennedy to Bray Rail Station. Greystones DART Station is located approximately 2.6 kilometres east of Delgany.
Description	The site is a greenfield site extending to approximately 0.93 hectares (2.3 acres) with a residential property situated in the north west corner.
	The subject site has approximately 39.2 metres of frontage on to the R761 and approximately 125.9 metres of frontage on to the R762/R761.
	The subject site is bound to the south east by a stone wall and mature trees, the western and northern boundaries are bordered by trees, with the western boundary backing onto Delgany Hills. The southern boundary is adjoining to the R762. The site wraps around the rear gardens of two existing semi detached properties at the south east boundary.
	The subject site has two land use zonings under the Greystones – Delgany and Kilcoole Local Area Plan (2013-2019)
	Approximately 1 acre has the zoning objective "SLC- Small Local Centre". The

321

	aim of the objective is "To protect, provide for, and improve a mix of neighbourhood centre services and facilities (between approximately three and five retail/retail service units), excluding supermarkets or premises with a gross floor area greater than approximately 150m2". The remaining approximate 1.569 acres has the zoning objective "RE – Existing Residential". The aim of the objective is "To protect, provide for and improve residential amenities of adjoining properties and areas while allowing for infill residential development that reflects the established character of the area in which it is located." The R761 has been identified in the Greystones – Delgany and Kilcoole Local Area Plan (2013-2019) as having a Road Objective 06 which states; "Improvement of the R761 from Burnaby Heights to Kilcoole, as appropriate".
	A portion of the site is located within in an Architectural Conservation Area
	There is a Tree Protection order pertaining to the site.
	Planning permission was granted by An Bord Pleanála (Ref: PL 27.234960) in February 2010 for the construction of mixed use development consisting of an 80 bed four storey nursing home part over basement surface car parking, 4 no. three storey 5 bed dwellings. The planning permission was granted extension of permission and will now expire on 5th May 2020 (Planning Ref: 1599). The site does not have an active planning permission for residential at the date of valuation.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation. They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all of the 32 residential units which we understand the site has potential for subject to planning permission. We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is 2.3 acres with potential for 32 residential units and a commercial unit is €2,700,000 which analyses at €1,173,000 per acre or €81,800 per residential unit site.

Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€2,700,000
	(Two Million Seven Hundred Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

Short Format Valuation Report │KF Ref: V/4703/17 55

Location

The site is located in the townland of Broomhall, 1 kilometre south east of Rathnew Village and 1 kilometre east of the M11/N11 (Dublin to Wexford) The area is predominantly residential with local amenities predominantly being provided for in Wicklow Town which is situated approximately 2.7 kilometres south of the subject site. There is neighbourhood centre providing a pharmacy, supermarket and gym located approximately 1.7 kilometres from the subject site. Rathnew Business Park is located approximately 3.3 kilometres north of the subject site and the Village Mill Enterprise Park situated approximately 2.6 kilometres to the west of the site. Public transport links are fair with Bus Eireann service 133 offers regular services to Gorey and Dublin City Centre. Commuter Train Services are provided in Wicklow Town, with routes to Dublin Connolly and Roslare. The site is located within 1 kilometre of Colaiste Chill Mhantin, Ireland's first inter-denominational primary school.

Description

The subject property comprises a fairly regular shaped land holding approximately 17.7 hectares (43.7 acres) of development land Agricultural access is provided from Rocky Road. The site is bounded by the Rocky road to the south, The Friary residential lands to the east, undeveloped R2 zoned lands to the north and agricultural lands to the west. The subject site has the benefit of an existing valid planning permission. A Final Grant of Permission was issued on the 30th of April 2009 subject to 48 no. conditions under Planning Reg. Ref. 06/6726 for a significant development. Planning Permission as applied for was for inter alia the development of 481 no. dwellings, 250m2 retail and 250m2 crèche. Condition no. 11 of the final grant specified a 10 - year permission (as per S. 41 of the Planning and Development Act 2000 as amended), beginning on the date of the grant of permission. Based on the above, the permission will expire on the

	29th of April 2019.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using two methods of valuation. They are the residual method and we have crossed checked this method with the comparative method.
Valuation Commentary	In order to assess the viability of the proposed housing scheme we have carried out a development appraisal for all of the 333 units which we are advised the lands have potential for subject to planning permission.
	We have cross checked the residual method of valuation with the comparative method of valuation. The summation of the above values (based on key assumptions of this report) is 43.7 acres with the potential for planning permission for 333 units is €7,000,000 which analyses at €160,000 per acre or €21,000 per house site.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€7,000,000
	(Seven Million Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(24) 125 ACRES AT CASTLEKNOCK GOLF CLUB, CO. DUBLIN

Location	The subject site is located in Castleknock County Dublin. The site is approximately 8 kilometres from Dublin City Centre and is in the administrative area of Fingal County Council.
	The site is in close proximity to The Blanchardstown Centre, Liffey Valley Shopping Centre, and Phoenix Park.
	There are a number of other golf courses such as Luttrellstown Castle and the Hermitage Golf Club in the immediate vicinity.
	Castleknock Village is located just inside the city's M50 motorway ring road, bordered to the west by the large suburb of Blanchardstown, to the east by the Phoenix Park, to the north by Dunsink and to the south by the village of Chapelizod above Liffey Valley.
	The N3 Navan Road also serves the area. The Royal Canal and the Dublin Sligo railway line pass through the area from east to west.
Description	The subject site is located on lands to the south of Porterstown Road and is presently in active use as a golf course. The lands are bordered to the east by Somerton Road and to the west by Lower Road. The site borders the Liffey Valley Special Amenity Area to the south.
	The entire property extends to approximately 125 acres.
	The property includes a high quality modern purpose built 18 hole Golf Course with a two storey club house and a practice area of approx. 3.0 acres. The premises include a club licence and restaurant/bar with seating for 150 guests, (approx. 836sqm).
	Planning policy is contained in the Fingal County Development Plan 2011 - 2017 the lands are zoned Objective HA "Protect and enhance high amenity areas".

	A protected structure is located within the western section of the site – RPS No. 0733, an archaeological site of circular platform ringfort within the grounds of Castleknock Golf Club.
	The site is located outside the Development Boundary identified within the Fingal County Development Plan 2017-2023.
	The Liffey Valley SAAO (Special Amenity Area Order) borders the site to the south. There is also an objective to Protect Views along this SAAO.
	The River Liffey, a proposed Natural Heritage Area (pNHA) is also located in close proximity to the south of the site.
	There is an objective to 'Protect & Preserve Trees, Woodlands and Hedgerows' along the boundary of the site and the Homeleigh residential area
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the comparative method.
Valuation Commentary	We have valued the subject lands using the comparative method. The summation of the above values (based on key assumptions of this report) is 125 acres with no planning permission at €7,500,000 which analyses at €60,000 per acre.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€7,500,000
	(Seven Million Five Hundred Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

Location	The subject lands are located at Hilltown, Williamstown, Clonee, Co. Meath. The lands are bounded by the R149 regional road to the east and L2222 to the north.The location is close to Ongar Village, 2km from Clonee Village, 1.5km Ongar Village, 6km from Blanchardstown and 16km approximately Dublin City & Airport.
Description	The subject lands comprise of 15.77 hectares (39 acres) of good quality agricultural land and are laid out in three divisions. The lands are currently in grass. The lands are free draining, bounded by mature hedges, have extensive road
	frontage and suitable for any tillage or grass based farming enterprise. The subject lands are not currently zoned and have no previous planning history. The lands are not currently serviced.
Methodology	Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the comparative method.
Valuation Commentary	We have valued the subject lands using the comparative method. The summation of the above values (based on key assumptions of this report) is 39 acres which is unzoned with no planning permission at €1,800,000 which analyses at €46,000 per acre.
Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€1,800,000
	(One Million Eight Hundred Thousand Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

(25) 39 ACRES AT HILLTOWN, CLONEE

(26) 40 ACRES AT KILADOON, CELEBRIDGE Location Kiladoon is located on the south western side of Celbridge town. The location is approximately 1.5km south of Main Street, Celbridge. Celbridge is 20km from Dublin city centre just off the M4 motorway and has a regular commuter train service to the city centre. Celbridge has a current population of 23,000 people and has a range of employers such as Intel, Hewlett Packard and Department of Agriculture, Food & Marine. Description The subject lands extend to approximately 16.19 hectares (40 acres). Divided into two parcels east and west of Kiladoon Lane. Superb quality, all in grass with mature hedgerows, approx. 500m of road frontage onto the lane & bounded by the river Liffey. We have been advised a right of way exists through Abbeyfarm (the adjoining residential development) to provide for access to the land east of Kiladoon Lane. The lands to the west of the lane have direct access to same. The site is currently a greenfield site (zoned as agricultural). Killadoon Lane bisects the site from its north- eastern boundary to its south-western boundary. The western portion of the site falls from the site's north- western boundary towards Killadoon Lane at a gradient of approximately 1/40. The eastern portion of the site falls from Killadoon Lane towards the River Liffey at gradients ranging from 1/40 to 1/250. Surface gradients become increasingly flatter on approach to the River Liffey. The OPW Summary Local Report indicates that a flood point is located in the vicinity of the site's north eastern corner. The subject lands are currently not serviced. Methodology Our valuation has been undertaken using appropriate valuation methodology and our professional judgement. We have valued the subject property by using the comparative method. Valuation Commentary We have valued the subject lands using the comparative method. The summation of the above values (based on key assumptions of this report) is 40 acres which is unzoned with no planning permission at €2,000,000 which analyses at €50,000 per acre.

329

Market Value	We are of the opinion that the Market Value of the freehold interest in the subject property as at 31st August 2017, subject to the assumptions and comments in this Valuation Report is:
	€2,000,000
	(Two Million Euro)
	Our valuation is on an individual basis and not on the assumption that all the properties in the portfolio would be sold in one lot.

Signature

Laura O'Connell MRICS MSCSI For and on behalf of Knight Frank

____________________________

Phases 1, 2 & 3 Development Lands at Naul Road Balbriggan Co. Dublin

As instructed by Credit Suisse Securities (Europe) Limited and J&E Davy C/o Glenveagh Properties Plc, 25-28 North Wall Quay, Dublin 1, we recently inspected the above property with the object of reporting generally and of estimating the Fair Value of the assumed good and marketable Freehold/Long Leasehold Interest therein as of the date of valuation, with the benefit of the planning permission attaching thereto and subject to the specific assumptions, caveats and conditions contained in our full Red Book report.

Specific Assumptions

An "Assumption" as defined in the RICS Valuation – Global Standards (Incorporating the International Valuation Standards) 2017 "is made where it is reasonable for the valuer to accept something is true without the need for specific investigation or verification".

In valuing the subject property we have made the following Specific Assumptions:

• We understand that the subject property is held on the basis of Freehold / Long Leasehold titles. We have not had sight of the title documents or any title reports and have made the reasonable assumption that the title is good and marketable.
• That planning permission and all other legislative requirements for the proposed development and use of the site have been obtained and fully complied with.
• That there are no onerous rights of way in favour of third parties over the site and that there is nothing that would prevent proper access and egress from the site.
• That there are no archaeological risks affecting the site.
• That there are no unusual or unforeseen ground conditions that may affect the subject site leading to an increase in build cost or a delay in construction beyond the costs set out in this report.

• We have specifically assumed that there is adequate provision of local mains services and capacity to facilitate the development of all phases of the subject lands.

• In undertaking our valuation we have relied upon information as provided to us by Glenveagh Properties Plc, to include inter alia site areas, site layout plans, floor areas, planning information and cost schedules. We have made the reasonable assumption that this information is accurate.

• In relation to the cost schedules as provided, we confirm that we have strictly relied upon these and assumed that these are assignable contracts to any third party.
• In relation to Phase 1, we note there is current planning permission in place for the development of 129 no. residential units as granted by Fingal County Council in February 2016 (Ref no. F15A/0437). However, we understand that there is to be a further planning application made to revise the permitted development, seeking permission for a further six units, bringing the total number of residential units on Phase 1 to 135 units (averaging approximately 10 no. units per acre). In undertaking our valuation, we have specifically assumed that planning permission has been granted for the 135 no. residential units as per the area schedules and costings as provided to us.
• In undertaking our appraisal on Phase 3, we have been provided with a proposed breakdown of approximately 300 no. units which we have specifically relied upon.

Special Assumptions

A "Special Assumption" as defined in the RICS Valuation – Professional Standards and International Valuation Standards (IVS) - "is made where an assumption assumes facts that differ from those existing at the valuation date. It includes circumstances where assumptions about a future state or event are being made".

We confirm that we have not made any Special Assumptions in preparation of our report.

Sources of Information

In undertaking our valuation, we have carried out all the necessary enquiries with regard to our opinions of Fair Value and other related considerations. We have also been provided with information regarding the subject property by Glenveagh Properties Plc to include inter alia:

• Planning permission documents as issued by Fingal County Council.
• Site map, site layout plan and floor plans as prepared by Tyler Owens Architects and Doran Cray Architectural Services.

• A detailed schedule of costs to include inter alia; construction costs, contribution levies, Infrastructure costs, sales agent fees, marketing costs and legal fees.

While we cannot confirm the accuracy of the information referred to above, we have exercised our professional judgement in determining the reliability of the source and the information and confirm that we are prepared to professionally rely upon it.

Reservations, Special Instructions and Departures

We confirm that we have not made any departures from the RICS Valuation – Global Standards (Incorporating the International Valuation Standards) 2017.

Valuer

This valuation has been carried out by Ronan Diamond BSc (Hons) MSCSI MRICS, RICS Registered Valuer, Director, and Jason O'Neill MSc, Professional Services and Valuation Department, Lisney, St. Stephen's Green House, Earlsfort Terrace, Dublin 2.

In preparing this valuation we have acted as External valuers, subject to any disclosures made to you.

Lisney is not aware of any current conflict of interest with this instruction.

We confirm that the personnel responsible for this valuation has sufficient local and national knowledge and are qualified for the purpose of the valuation in accordance with the RICS Valuation – Global Standards (published July 2017), which is compliant with the International Valuation Standards (IVS) 2017. All significant inputs to the valuation has been assessed by the valuer and found to be appropriate for the valuation provided.

The total fees, including the fee for this assignment, earned by Lisney from the client are less than 1% of the total revenue for the company.

We confirm that Lisney has a Quality Management System which complies with ISO 9001:2008.

Our report and valuation have been carried out in accordance with the Royal Institution of Chartered Surveyors Valuation – Global Standards. Compliance with these standards and the RICS Registered Valuer Scheme may be subject to monitoring under the RICS's conduct and disciplinary regulations.

Valuation Date

The valuation date is 31st August 2017.

We would draw your attention to the fact that values may change over time and that a valuation given on a particular date may not be valid on a later date.

Purpose of Valuation

We understand our valuations and report (the "Report") is required, first, to confirm to the directors and proposed directors of the Company the current market value of the property referred to above and, secondly, for inclusion in a prospectus (the "Prospectus") in relation to the proposed admission of the Company's entire ordinary share capital to the standard listing segment of the Official List of the UK Financial Conduct Authority and to the primary listing segment of the Official List of the Irish Stock Exchange plc ("ISE") and to trading on the main market for listed securities of the ISE and on the main market for listed securities of the London Stock Exchange plc ("LSE") (together, "Admission"), which investors will rely on in making their decision to invest in the Company.

This report has not been issued for any purpose other than that stated.

Valuation Certainty

Our opinions of value are based on an analysis of recent market transactions, supported by market knowledge derived from our agency experience. Our valuations are supported by this market evidence.

All valuations are professional opinions on a stated basis, coupled with any appropriate assumptions or special assumptions. A valuation is not a fact, it is an estimate. The degree of subjectivity involved will inevitably vary from case to case, as will the degree of certainty, or probability, that the valuer's opinion of market value would exactly coincide with the price achieved were there an actual sale at the valuation date.

We have made subjective judgements during our valuation approach in arriving at our opinions and whilst we consider these to be both logical and appropriate they are not necessarily the same as would be made by every purchaser. There is no discount or margin to reflect the purpose of the

valuation. The purpose of the valuation does not alter the approach to the valuation. You should not rely on this report unless any reference to tenure and legal title has been verified as correct by your legal advisers.

In considering the issue of Valuation Certainty we would advise the client to review the valuations in this report following any subsequent events, which cannot be forecast at present.

Basis of Valuation

The basis of the valuation for the purpose of the Irish Prospectus Rules is to be on the same basis as adopted by the Company for accounting purposes. We will first adopt Fair Value (IFRS 13) as defined in the RICS Valuation – Global Standards (Incorporating the International Valuation Standards) 2017 (the "Red Book"), which is compliant with the International Valuation Standards (IVS) 2017. The basis of value for the purpose of the Irish Listing Rules is Market Value. We will adopt Market Value as defined in the Red Book as the appropriate basis of valuation.

The value of the property has been assessed in accordance with the relevant parts of RICS Valuation – Global Standards 2017. In particular, we have assessed the Fair Value of the property in accordance with VPS 4 section 7.1. Under these provisions "Fair Value" is defined as "The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date".

The RICS Valuation – Global Standards 2017 confirms that the references in IFRS 13 to market participants and a sale make it clear that for most practical purposes the concept of Fair Value is consistent with the concept of Market Value, and so there would ordinarily be no difference between them in terms of the valuation figure reported. The Definition of Market Value and associated Interpretive Commentary is reproduced from the RICS Valuation – Global Standards at the rear of this report.

This Report is compliant with the International Valuations Standards and in accordance with paragraphs 128 to 130 of the ESMA update (ESMA/2011/81) of the Committee of European Securities Regulators' (CESR) recommendations for the consistent implementation of the European Commission regulation (EC) n. 809/2004 implementing the Prospectus Directive, the Irish Stock Exchange and London Stock Exchange requirements, the rules issued by the Central Bank of Ireland from time to time under section 1361 of the Companies Act 2014 (the "Irish Prospectus Rules"), Schedule 1 of the Prospectus (Directive 2003/71/EC) Regulations of Ireland, as amended (the "Irish Prospectus Regulations") and the listing rules of the Irish Stock Exchange and where appropriate of

the UK Listing Authority under Section 73A of the UK Financial Services and Markets Act 2000, as amended (together, the "Listing Rules").

The caveats and conditions of our valuations are set out herein and are to be read in conjunction with our comments.

Responsibility

For the purposes of Schedule 1 of Prospectus (Directive 2003/71/EC) Regulations of Ireland (as amended) (the "Irish Prospectus Regulations"), we accept responsibility for the information contained in this Valuation Report and confirm that to the best of our knowledge (having taken all reasonable care to ensure that

such is the case), the information contained in this Valuation Report is in accordance with the facts and contains no omissions likely to affect its import. This Valuation report complies with the Irish Prospectus Regulations and paragraphs 128 to 130 of the CESR Recommendation, the Irish Prospectus Rules.

		Phases 1, 2 & 3, Development Lands at Naul Road, Balbriggan, Co. Dublin
Location		The subject property comprises a large land holding situated on the north side of the R122 Naul Road to the west of Balbriggan town centre in north County Dublin.
		Balbriggan town is located on the east coast and is accessed via the M1 Dublin to Belfast motorway. The town is approximately 30 kilometres to the north of Dublin city centre and approximately 17 kilometres south of Drogheda.
	location.	Due to its proximity to Dublin city centre, good transport links, shopping amenities and provision of educational facilities, Balbriggan has experienced a significant increase in its local residential population in recent years and has become a popular residential
Description		The subject property comprises an irregularly shaped development land holding which we understand extends in total to approximately 22.37 hectares (55.27 acres) in three phases as detailed below:
				Site area
		Phase	Acres	Hectares
		Phase 1	13.67	5.53
		Phase 2	14.3	5.79
		Phase 3 (A, B & C)	27.3	11.05
		Total:	55.27	22.37
	Phase 1 currently has planning permission for the development of 129 no. residential units as granted by Fingal County Council in February 2016 (Ref no. F15A/0437). However, we understand that there is to be a further planning application submitted to revise the permitted development seeking permission for a further six units, bringing the total no. of residential units on Phase 1 to 135 units (averaging approximately 10 no. units per acre). In undertaking our valuation, we have specifically assumed that planning permission has been granted for the 135 no. residential units.
	Phase 2 currently has planning permission for the development of 148 no. residential units (averaging approximately 10 no. units per acre) as granted by Fingal County Council in October 2016 (Ref no. F15A/0550), comprising 115 no. 3 bed units and 33 no. 4 bed units.
	We understand Phase 3 formed part of a previously granted 10 year planning permission on the entire site, which was granted permission after appeal to An Bord Pleanala in April 2009 (Ref no. PL 06F.231457). This planning permission permitted the development of a high density scheme of 998 no. residential units comprising a high proportion of apartment and duplex units. Such a development would no longer be feasible in today's market.
		We understand that the intention is to revise the planning on Phase 3, seeking permission for a scheme more in line with the lower density planning as proposed in Phases 1 & 2, comprising 300 no. residential units (67 no. 2 bed units; 133 no. 3 bed

	units; and 100 no. 4 bed units), averaging approximately 11 no. units per acre.
Methodology	In undertaking our valuation, we initially carried out residual appraisals on the three phases with the benefit of the proposed schemes as detailed herein.
	We have also utilised the comparable method of valuation having regard to market activity whilst having cognisance to the location, size, zoning and specification of the subject sites.
Valuation Commentary	In undertaking our residual analysis on the three phases we have initially assessed the Net Development Value (NDV) and then deducted the projected costs of development to include inter alia; build costs, infrastructure / site costs, development contributions / levies, marketing costs, agent's fees, legal fees, developer's profit and finance.
	In formulating our opinion of NDV, we have relied upon relevant comparisons from housing schemes in the surrounding area.
	In undertaking our valuations of the three development phases, we have also cross checked our residual land values using the comparable method of valuation. We have had regard to recent market activity for similar development land holdings whilst having cognisance to the location, size, zoning and specification of the subject sites.
	Subject to the foregoing, in our opinion the Fair Value of the Freehold/Long Leasehold Interest in the subject property based on the proposed housing schemes as detailed herein is in the order of:
	Phase 1 – assuming full planning permission for the development of 135 no. residential units - €7,375,000, which can be analysed as equating to approximately €539,503 per acre / €1,333,635 per hectare and €54,630 per proposed house site.
	Phase 2 – with full planning permission for the development of 148 no. residential units and a crèche - €7,400,000, which can be analysed as equating to approximately €517,482 per acre / €1,278,066 per hectare and €50,000 per proposed house site.
	Phase 3 – based on the proposed development of 300 no. residential units - €15,200,000, which can be analysed as equating to approximately €556,777 per acre / €1,375,566 per hectare and €50,667 per proposed house site.

Fair Value In our opinion, the Fair Value of the Freehold/Long Leasehold Interest in the subject property based on the proposed housing schemes as detailed herein as at 31st August 2017 and subject to the specific assumptions, caveats and conditions contained within our full Red Book valuation report, is in the order of:

Phase 1: €7,375,000 (Seven Million Three Hundred and Seventy Five Thousand Euro)

Phase 2: €7,400,000 (Seven Million Four Hundred Thousand Euro)

Phase 3:

€15,200,000 (Fifteen Million Two Hundred Thousand Euro)

This short form report must be read in conjunction with the methodology statement in our full Red Book valuation report, and is subject to the caveats and conditions contained therein.

Yours Faithfully Yours Faithfully

Ronan Diamond BSc (Hons) VRS MSCSI MRICS RICS Registered Valuer Director For and on behalf of Lisney

Brian Gilson RICS Registered Valuer (VRS) BSc (Surv) MSCSI MRICS MCI Arb Director For and on behalf of Lisney

Some of the information contained in this report may be considered to be confidential and/or commercially sensitive and/or privileged. Any use, dissemination, distribution, publication or copying of the information contained in this report by any person or body (other than those for whom the client has provided consent) is strictly prohibited.

Caveats and Conditions

Market Value (MV) Definition

The following Definition and Interpretive Commentary is reproduced from the RICS Valuation – Global Standards 2017, VPS 4-4.

Valuations based on Market Value (MV) shall adopt the definition, and the conceptual framework, settled by the International Valuation Standards Council (IVSC).

Definition

'The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's-length transaction after proper marketing and where the parties had each acted knowledgeable, prudently and without compulsion'.

The definition of Market Value shall be applied in accordance with the following conceptual framework:

Section 30.2 (1) "the estimated amount" refers to a price expressed in terms of money payable for the asset in an arm's length market transaction. Market Value is the most probable price reasonably obtainable in the market on the valuation date in keeping with the market value definition. It is the best price reasonably obtainable by the seller and the most advantageous price reasonably obtainable by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of value available only to a specific owner or purchaser.

(b) "an asset should exchange" refers to the fact that the value of an asset or liability is an estimated amount rather than a predetermined amount or actual sale price. It is the price in a transaction that meets all the elements of the Market Value definition at the valuation date.

(c) "on the valuation date" requires that the value is time-specific as of a given date. Because markets and market conditions may change, the estimated value may be incorrect or inappropriate at another time. The valuation amount will reflect the market state and circumstances as at the valuation date, not those at any other date.

(d) "between a willing buyer" refers to one who is motivated, but not compelled to buy. This buyer is neither over eager nor determined to buy at any price. This buyer is also one who purchases in accordance with the realities of the current market and with current market expectations, rather than in relation to an imaginary or hypothetical market that cannot be demonstrated or anticipated to exist. The assumed buyer would not pay a higher price than the market requires.

The present owner is included among those who constitute "the market".

(e) "and a willing seller" is neither an over eager nor a forced seller prepared to sell at any price, nor one prepared to hold out for a price not considered reasonable in the current market. The willing seller is motivated to sell the asset at market terms for the best price attainable in the open market after proper marketing, whatever that price may be. The factual circumstances of the actual owner are not a part of this consideration because the willing seller is a hypothetical owner.

(f) "in an arm's length transaction" is one between parties who do not have a particular or special relationship, eg, parent and subsidiary companies or landlord and tenant, that may make the price level uncharacteristic of the market or inflated. The Market Value transaction is presumed to be between unrelated parties, each acting independently.

(g) "after proper marketing" means that the asset has been exposed to the market in the most appropriate manner to effect its disposal at the best price reasonably obtainable in accordance with the Market Value definition. The method of sale is deemed to be that most appropriate to obtain the best price in the market to which the seller has access. The length of exposure time is not a fixed period but will vary according to the type of asset and market conditions. The only criterion is that there must have been sufficient time to allow the asset to be brought to the attention of an adequate number of market participants.

The exposure period occurs prior to the valuation date;

(h) "where the parties had each acted knowledgeably, prudently" presumes that both the willing buyer and the willing seller are reasonably informed about the nature and characteristics of the asset, its actual and potential uses, and the state of the market as of the valuation date. Each is further presumed to use that knowledge prudently to seek the price that is most favourable for their respective positions in the transaction.

Prudence is assessed by referring to the state of the market at the valuation date, not with the benefit of hindsight at some later date. For example, it is not necessarily imprudent for a seller to sell assets in a market with falling prices at a price that is lower than previous market levels. In such cases, as is true for other exchanges in markets with changing prices, the prudent buyer or seller will act in accordance with the best market information available at the time.

(i) "and without compulsion" establishes that each party is motivated to undertake the transaction, but neither is forced or unduly coerced to complete it.

Commentary

The concept of Market Value presumes a price negotiated in an open and competitive market where the participants are acting freely. The market for an asset could be an international market or a local market. The market could consist of numerous buyers and sellers, or could be one characterised by a limited number of market participants. The market in which the asset is presumed exposed for sale is the one in which the asset notionally being exchanged is normally exchanged.

The Market Value of an asset will reflect its highest and best use (see paras 140.1-140.5 of IVS). The highest and best use is the use of an asset that maximises its potential and that is possible, legally permissible and financially feasible. The highest and best use may be for continuation of an asset's existing use or for some alternative use. This is determined by the use that a market participant would have in mind for the asset when formulating the price that it would be willing to bid.

The data available and the circumstances relating to the market for the asset being valued must determine which valuation method or methods are most relevant and appropriate. If based on appropriately analysed market-derived data, each approach or method used should provide an indication of Market Value.

Market Value does not reflect attributes of an asset that are of value to a specific owner or purchaser that are not available to other buyers in the market. Such advantages may relate to the physical, geographic, economic or legal characteristics of an asset. Market Value requires the disregard of any such element of value because, at any given date, it is only assumed that there is a willing buyer, not a particular willing buyer.

Title and Tenancies

The above information concerning Title, Tenancies and Town Planning has been provided for us or obtained from the appropriate sources, but has not been checked against the relevant documentation.

We have based our valuation on the assumption that there is good and marketable title commensurate with current conveyancing practice. Moreover our valuation is predicated on the assumption that there are no undisclosed rights of ways, easements, charges, encumbrances, restrictions or other related rights, onerous or otherwise, attaching to the property.

You should not rely upon our interpretation of any leases without first obtaining legal advice.

Where the property is occupied under the terms of a lease agreement/agreements it is assumed, unless advised otherwise, that:

– There are no undisclosed tenant improvements which will affect our opinion of market rent (MR).

– Unless otherwise stated all rent reviews are to be assessed with reference to current full market rental levels.

– Tenant/tenants fully comply with lease obligations and are responsible (unless otherwise stated) for the payment of inter alia rent, local authority business rates, insurances, service charge (where applicable).

– Where rent reviews are impending and/or outstanding all notices have been served appropriately in accordance with lease obligations and conditions.

Town Planning

For the purpose of this report and valuation, we assume that all necessary planning permissions, building regulations and/or byelaw consents have been obtained and fully complied with for the present use and construction of the premises.

Measurement

Where we are required to measure a property we will generally do so in accordance with the RICS Property Measurement Standards (Incorporating International Property Measurement Standards) 1st Edition, May 2015, or where local market practice dictates.

However, you should specifically note that the floor areas contained in the Report are approximate and if measured by us will be within a reasonable tolerance either way. In cases where the configuration of a floor plan is unusually irregular or is obstructed this tolerance may be exceeded. We did not measure areas that we were unable to access. In these cases we have estimated the floor area from plans or by extrapolation, where applicable. The areas adopted are purely for the purpose of assisting us in forming an opinion of value. They should not be relied upon for other purposes nor used by other parties without or written authorisation.

Where we are required to measure land or site areas, the areas are approximate and have been measured from plans supplied or from Ordnance Survey plans. They have not been physically checked on site.

Where we have been provided with floor areas for the purpose of the instruction and it has been agreed for us to rely upon them we have done so on the basis that the areas have been properly measured and are consistent with a measurement in accordance with the above standards.

The areas contained in our Report are those that we consider necessary for the purposes of preparing the valuation and should not be relied upon for other purposes.

Energy

We have not been furnished with details of the properties 'Building Energy Rating' Certificate (BER Cert). We have assumed that should the properties be sold/let/transact that it possesses a current BER Cert. Moreover we have assumed that the properties have an energy consumption profile commensurate with similar properties and that annual energy running costs are standard for properties of this nature.

General

We have not carried out a building survey, nor have we inspected those parts of the property which are covered, unexposed or inaccessible and such parts have been assumed to be in good repair and condition. We cannot express an opinion about or advise upon the condition of uninspected parts and this Report should not be taken as making any implied representation or statement about such parts.

Flooding Risk

We have not carried out a Flood Risk Assessment of the property and have assumed that any such Assessment carried out at the valuation date would not reveal any onerous flood risk or any adverse ground water conditions.

Hazardous Materials

We have not arranged for any investigation to be carried out to determine whether or not any deleterious or hazardous material has been used in the construction of this property, or has since been incorporated, and we are therefore unable to report that the property is free from risk in this

respect. For the purpose of this valuation we have assumed that such investigation would not disclose the presence of any such material to any significant extent.

Contamination

We are not aware of the content of any environmental audit or other environmental investigation or soil survey which may have been carried out on the property and which may draw attention to any contamination or the possibility of any such contamination. In undertaking our work, we have assumed that no contaminative or potentially contaminative uses have ever been carried out in the property. We have not carried out any investigation into past or present uses, either of the property or of any neighbouring land, to establish whether there is any contaminative or potential for contamination to the subject property from these uses or sites, and have therefore assumed that none exists.

However, should it be established subsequently that contamination, seepage or pollution exists at the property or on any neighbouring land, or that the premises have been or are being put to contaminative use, this might reduce the values now reported.

Unless advised otherwise we have assumed that Japanese Knotweed or other contaminative invasive species are not present on the property.

Plant and Machinery

The valuation includes the usual building services, fixtures and fittings attached to or forming part of the property but excluding all other tenants or occupiers trading fixtures and plant and machinery and associated services.

Taxes

No allowance has been made for expenses for realisation, letting, or any taxation liability arising from a sale or development of the property. The valuation is exclusive of any VAT or other sales tax which may be charged. No allowance has been made for the existence of any mortgage or similar financial

encumbrances on or over the property and no account has been taken of any leases between subsidiaries.

Valuation

In accordance with our standard practice, this Valuation Report is provided for the stated purpose and is intended solely for the attention of the person to whom it is addressed. It is confidential to the client and no responsibility exists to any third party for the whole or any part of the contents.

The Valuation has been prepared on the basis that full disclosure of all information and facts which may affect the valuation have been made to ourselves and we cannot accept any liability or responsibility in any event, unless such full disclosure has been made.

Where comparable evidence information is included in our report, this information is often based upon our oral enquiries and its accuracy cannot always be assured, or may be subject to undertakings as to confidentiality. However, such information would only be referred to where we had reason to believe its general accuracy or where it was in accordance with expectation. In addition, we have not inspected comparable properties.

Publication

Neither the whole nor any part of this Valuation Report or any reference thereto may be included in any published document, circular or statement, or published in any way without our prior written approval of the form and context in which it may appear.

PART XIII

FINANCIAL INFORMATION FOR TIO RLF

The following financial information should be read in conjunction with section 3 of ''Presentation of Information'' and section 10 of ''Risk Factors''. The financial information contained in this Part XIII has been sourced from TIO RLF's non-statutory audited financial statements for the years ended 31 December 2014, 31 December 2015 and 31 December 2016 and the six months ended 30 June 2017. The Company confirms that such information has been accurately reproduced and no facts have been omitted which would render the reproduced information inaccurate or misleading.

Non Statutory Financial Statements TIO RLF

STATEMENT OF COMPREHENSIVE INCOME

	Note	6 months Ended 30 June 2017 g'000	6 months Ended 30 June 2016 g'000	Year Ended 31December 2016 g'000	Year Ended 31December 2015 g'000	Period Ended 31December 2014 g'000
Revenue	3	20,126	1,215	7,840	112	8
Cost of sales	7	(18,207)	(878)	(6,919)	—	—
Gross profit		1,919	337	921	112	8
Fair value movement on investment property Administration	6	18,323	(50)	6,412	3,884	1,409
expenses		(800)	(168)	(306)	(576)	(558)
Operating profit Finance expense	10	19,442 —	119 —	7,027 —	3,420 —	859 (334)
Profit before tax Taxation	5	19,442 —	119 —	7,027 —	3,420 —	525 —
Profit after tax		19,442	119	7,027	3,420	525
Total comprehensive income		19,442	119	7,027	3,420	525

STATEMENT OF FINANCIAL POSITION

	Note	As at 30 June 2017 g'000	As at 31 December 2016 g'000	As at 31 December 2015 g'000	As at 31 December 2014 g'000
Assets
Non-current assets
Investment properties	6	64,235	61,361	64,452	36,960
		64,235	61,361	64,452	36,960
Current assets
Inventory	7	77,730	61,346	38,119	—
Trade and other receivables	8	595	2,374	1,020	1,678
Cash and cash equivalents		694	4,783	1,653	640
		79,019	68,503	40,792	2,318
Total assets		143,254	129,864	105,244	39,278
Liabilities Non-current liabilities Amounts due under PPA	9	(15,856)	(20,787)	(20,398)	—
Current liabilities
Trade and other payables	9	(30,300)	(23,490)	(4,686)	(612)
Shareholder loans	10	(71,283)	(47,214)	(38,000)	(17,000)
Total liabilities		(117,439)	(91,491)	(63,084)	(17,612)
Net assets attributable to holders of equity shares		25,815	38,373	42,160	21,666

STATEMENT OF CHANGES IN EQUITY

	Net assets attributable to equity shareholders g'000
Balance as at 5 May 2014 Total comprehensive income Transactions with owners, recognised directly in equity Issue of equity shares	— 525 21,141
Balance as at 31 December 2014 Total comprehensive income Transactions with owners, recognised directly in equity Issue of equity shares	21,666 3,420 17,074
Balance as at 31 December 2015 Total comprehensive income	42,160 119
Balance as at 30 June 2016	42,279
Balance as at 31 December 2015 Total comprehensive income Transactions with owners, recognised directly in equity Distributions	42,160 7,027 (10,814)
Balance as at 31 December 2016 Total comprehensive income Transactions with owners, recognised directly in equity	38,373 19,442
Equity to loan conversion	(32,000)
Balance as at 30 June 2017	25,815

STATEMENT OF CASH FLOWS

	Note	6 months Ended 30 June 2017 g'000	6 months Ended 30 June 2016 g'000	Year Ended 31December 2016 g'000	Year Ended 31December 2015 g'000	Period Ended 31December 2014 g'000
Net Cash Inflow/ (Outflow) from Operating Activities Net cash inflow/ (outflow) from operating activities	13	(2,364)	(377)	3,064	(14,800)	(343)
Cash Flows from Investing Activities Proceeds from disposal of investment property Purchase of investments properties Deposits received/ (paid)		6,065 (1,579) 1,720	851 (5,649) (232)	10,807 (6,841) (2,300)	1,214 (23,475) —	— (35,551) (1,347)
Net Cash Inflow/ (Outflow) from Investing Activities		6,206	(5,030)	1,666	(22,261)	(36,898)
Cash Flows from Financing Activities Net proceeds from shareholder loans Proceeds from issuance of redeemable participating shares Distribution paid Repayments of	10 12	1,969 — —	4,000 — —	7,000 — (8,600)	21,000 17,074 —	17,000 20,881 —
shareholders loans		(9,900)	—	—	—	—
Net Cash Inflow/ (Outflow) from Financing Activities		(7,931)	4,000	(1,600)	38,074	37,881
Net increase in cash and cash equivalents Opening cash and cash equivalents		(4,089) 4,783	(1,407) 1,653	3,130 1,653	1,013 640	640 —
Closing cash and cash equivalents		694	246	4,783	1,653	640

NOTES TO THE NON STATUTORY FINANCIAL STATEMENTS

1. Basis of Preparation

The TIO RLF non-statutory financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union which are effective for periods ending 30 June 2017.

TIO RLF has not early adopted any forthcoming IASB standards. Note 2.14 sets out details of such upcoming standards.

The preparation of the Non-Statutory Financial Statements under IFRSs requires judgements, estimates and assumptions to be made that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

TIO RLF has received an offer to dispose of its investment properties and work in progress construction assets from a third party. These non-statutory financial statements have been prepared for the period to 30 June 2017 for the Directors in preparation for the potential execution of the proposed sales transaction.

These financial statements are not the statutory financial statements of TIO RLF which are required to be prepared pursuant to the Irish Collective Asset-management Vehicles Act 2015. Those statutory financial statements have been prepared separately with unmodified auditors' reports issued thereon.

The Non Statutory Financial Statements have been prepared using consistent accounting policies.

The Non Statutory Financial Statements has been prepared on a going concern basis under the historical cost convention basis except for investment properties, which are measured at fair value.

All amounts in the Non Statutory Financial Statements are shown in thousands of Euro unless otherwise stated.

2. Significant accounting policies

2.1 Functional currency and presentation currency

The financial information is presented in Euro, which is TIO RLF's functional currency.

2.2 Revenue

Revenue comprises the fair value of consideration received or receivable, net of value-added tax, rebates and discounts. Revenue is recognised once the value of the transaction can be reliably measured and the significant risks and rewards of ownership have been transferred.

Revenue represents the amounts receivable from the sale of houses, development properties and investment properties and other fee income directly associated with property development.

On the sale of homes, revenue is recognised at legal completion. On land sales, revenue is recognised from the point of unconditional exchange of contracts.

Rental income is recognised in the income statement on a straight line basis.

2.3 Expenditure

Expenditure recorded in inventory is expensed through cost of sales at the time of the related property sale. The amount of cost related to each property includes its share of the overall site costs including, where relevant, its share of forecast costs to complete.

Administration expenses are recognised in respect of goods and services received when supplied in accordance with contractual terms.

2.4 Taxation

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement, except to the extent that it relates to items recognised directly in other comprehensive income or equity.

(a) Current tax

Current tax is provided at current rates and is calculated on the basis of taxable results for the year.

(b) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to apply in the periods in which temporary differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

2.5 Investment property

In accordance with IAS 40 Investment Property, investment properties are properties which are held either to earn rental income or for capital appreciation or both. Investment property also includes property that is being constructed or developed for future use as investment property.

Investment in property is measured initially at cost, when acquisition takes place. Transaction costs directly attributable to the acquisition are included in the initial measurement and where applicable, borrowing costs. Subsequent to initial measurement, the investment in property is measured at fair value.

Changes in fair values are recognised in the statement of comprehensive income. Investment properties are derecognised either on disposal or when the investment in property is permanently withdrawn from use and no future economic benefits are expected from its disposal.

On disposal, the carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in the statement of comprehensive income.

Transfers from investment property to inventory as a result of a change in use are recorded at the fair value of the property at the date on which the change in use occurred.

2.6 Inventory

Inventory comprises property in the course of development, completed units and land.

Property in the course of development, completed units and land are valued at the lower of cost and net realisable value. Direct cost comprises the cost of land, raw materials, finance costs and development costs but excludes indirect overheads.

Land purchased for development, including land in the course of development, is initially recorded at cost. Where such land is purchased on deferred settlement terms, and the cost differs from the amount that will subsequently be paid in settling the liability, this difference is charged as a finance cost in the income statement over the period to settlement.

A provision is made, where appropriate, to reduce the value of inventories to their net realisable value.

2.7 Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that TIO RLF will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within administration expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against administration expense in the income statement.

2.8 Cash and cash equivalents

Cash and cash equivalents comprises cash balances in hand and at the bank, including bank overdrafts repayable on demand.

2.9 Financial liabilities

All financial liabilities are recognised initially on the origination date, which is the date that TIO RLF becomes a party to the contractual provisions of the instrument and are measured initially at fair value less initial direct costs and subsequently measured at amortised cost, using the effective interest rate method.

Fair value is calculated, for period end disclosure purposes, based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the measurement date.

TIO RLF derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

2.10 Provisions

Provisions are recognised when TIO RLF has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle that obligation, and the amount has been reliably estimated.

2.11 Redeemable participating shares

TIO RLF has issued one class of shares which are classified as equity. These shares do not have a fixed maturity and the issuer does not have a contractual obligation to make any payment. Holders of these shares are entitled to a pro rata share of TIO RLF's net assets on liquidation and as the only class of share in issue they are the most subordinate. These shares are issued and redeemed at the holder's option at prices based on TIO RLF's net asset value per share at the time of issue or redemption.

2.12 Finance income and expense

Finance income and expense are recognised as finance income and costs within the statement of comprehensive income using the effective interest rate method, except for borrowing costs and finance charges relating to qualifying assets, which are capitalised as part of the cost of that asset. IAS 23 Borrowing Costs (''IAS 23'') requires that borrowing costs directly attributable to the acquisition, construction or production of a 'qualifying asset' (one that necessarily takes a substantial period of time to get ready for its intended use or sale) are included in the cost of the asset. Borrowing costs relating to qualifying assets are costs which meet the IAS 23 criteria. Other borrowing costs are recognised as an expense.

2.13 Significant accounting estimates and judgements

Management applies TIO RLF's accounting policies as described above when making critical accounting judgements, of which no individual judgement is deemed to have a significant impact upon the Non-Statutory Financial Statements, apart from those involving estimations, which are detailed below.

(a) Fair value of investment property

A key accounting estimate in these Non-Statutory Financial Statements is the valuation of investment property portfolio. The valuation of the investment properties is inherently subjective as the fair value is based on anticipated market values for the properties, being the estimated amount that would be received from a sale of the assets in an orderly transaction between market participants. This is discussed in further detail under the accounting policy for investment property and in note 6.

(b) Carrying value of inventory and estimation of costs to complete

TIO RLF holds inventories stated at the lower of cost and net realisable value. Such inventories include land, property in the course of development and completed units. As residential development is largely speculative by nature, not all inventories are covered by forward sales contracts. Furthermore due to the nature of TIO RLF's activity and, in particular the scale of its developments and the length of the development cycle, TIO RLF has to allocate site-wide development costs between units being built and/or completed in the current year and those for future years. It also has to forecast the costs to complete on such developments.

In making such assessments and allocations, there is a degree of inherent estimation uncertainty. TIO RLF has established internal controls designed to effectively assess and centrally review inventory carrying values and ensure the appropriateness of the estimates made. These assessments and allocations evolve over the life of the development in line with the risk profile, and accordingly the margin recognised reflects these evolving assessments, particularly in relation to TIO RLF's long-term developments.

2.14 New accounting standards and interpretations

A number of new standards, amendments to standards and interpretations are effective for financial periods beginning on various dates after 1 January 2018, and have not been adopted early in preparing these Non-Statutory Financial Statements as at 30 June 2017. The potential impact of these standards on TIO RLF is under review.

The items that may have relevance to TIO RLF are as follows:

IFRS 15 Revenue from contracts with customers

IFRS 15 establishes the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cashflows arising from a contract with a customer. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Application of the standard is mandatory for annual reporting periods starting from 1 January 2018 onward and has been endorsed by the EU. Earlier application is permitted. The standard replaces IAS 18 ''Revenue'' and IAS 11 ''Construction contracts'' and related interpretations.

IFRS 9 Financial instruments

IFRS 9 ''Financial instruments'' replaces the guidance in IAS 39 and applies to periods beginning on or after 1 January 2018 and has been endorsed by the EU. It includes requirements on the classification and measurement of financial assets and liabilities; it also includes an expected credit losses model that replaces the current incurred loss impairment model.

Amendments to IFRS 2 Share-based Payment

The Amendments to IFRS 2 ''Share-based Payment'' are effective on periods beginning on or after 1 January 2018, subject to EU endorsement. This amendment eliminates diversity in practice on the effects of vesting conditions on the measurement of a cash settled share based payment transaction, the classification of a share based payment transaction with net settlement features for withholding tax obligations, and the accounting where a modification to the terms and conditions of a share based payment transaction changes its classification from cash settled to equity settled.

IFRS 16 Leases

IFRS 16 ''Leases'' addresses the definition of a lease, recognition and measurement of leases and establishes principles for reporting useful information to users of financial statements about the leasing activities of both lessees and lessors. A key change arising from IFRS 16 is that most operating leases will be accounted for on statement of financial position for lessees. The standard replaces IAS 17 ''Leases,'' and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2019 and earlier application is permitted subject to EU endorsement.

3. Revenue

	6 months	6 months	Year Ended	Year Ended	Period Ended
	Ended	Ended	31 December	31 December	31 December
	30 June 2017	30 June 2016	2016	2015	2014
	g'000	g'000	g'000	g'000	g'000
House sales	20,074	1,160	7,730	—	—
Net rental income	52	55	110	112	8
Total revenue	20,126	1,215	7,840	112	8

In 2017 TIO RLF completed the sale of 7 (year ended 2016:23) residential units at Cois Glaisin, Johnstown, Navan, Co Meath, 33 (year ended 2016:10) residential units at Marina Village, Greystones, Co Wicklow and 11 residential units at Asbourne, Co Wicklow.

4. Auditor's remuneration

	6 months	6 months	Year Ended	Year Ended	Period Ended
	Ended	Ended	31 December	31 December	31 December
	30 June 2017	30 June 2016	2016	2015	2014
	g'000	g'000	g'000	g'000	g'000
Audit fee charge	18	7	16	14	14

5. Taxation

Under current law and practice TIO RLF qualifies as an investment undertaking as defined in Section 739B of the Taxes Consolidation Act, 1997, as amended. On this basis, TIO RLF is not chargeable to Irish tax on its income or gains.

6. Investment property

	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000	31 December 2014 g'000
Opening balance	61,361	64,452	36,960	—
Acquisition costs	—	2,500	19,192	34,000
Capitalised expenditure	1,579	4,341	5,630	1,551
Disposal of investment property	(6,065)	(10,807)	(1,214)	—
Transfer out to inventory (Note 7)	(10,963)	(5,537)	—	—
Change in fair value	18,323	6,412	3,884	1,409
Closing balance	64,235	61,361	64,452	36,960

The valuations used to determine the fair value for investment properties in the historical financial information at 30 June 2017 are determined by Lisney and Knight Frank, the external valuers. The valuers have, in the opinion of the Directors, the appropriate recognised professional qualification and recent industry experience to determine the fair value of the investment property at 30 June 2017. The Directors, in conjunction with the Asset Advisor, have analysed and considered the valuation report in determining the fair value of the investment properties. The valuations were carried out in accordance with the Royal Institute of Chartered Surveyors Valuation Standard 2015 (Red Book).

The valuations at 31 December 2016, 2015 and 2014 for the investment properties are determined by TIO RLF's Directors. The TIO RLF Directors engage external valuers with appropriate recognised professional qualification and recent industry experience to assist in the determination of the fair value of the investment properties. The valuations were carried out in accordance with the Royal Institute of Chartered Surveyors Valuation Standard 2015 (Red Book). The TIO RLF Directors, in conjunction with the Asset Advisor, have analysed and considered the valuation in determining the fair valuation of the investment properties.

During 2017 TIO RLF transferred the following properties or a portion thereof to inventory; 100% of Herbert Hill, Dundrum, Co Dublin, and 9% of 26.7 acres at Cois Glaisin, Johnstown, Navan, Co. Meath, following the grants of planning permission and the decision by the Directors to develop these properties.

During 2016 TIO RLF transferred the following properties or a portion thereof to inventory; 29% of Williamstown Stud, Clonee, Co.Meath, 100% of Ashbourne, Co.Meath and 11% of 26.7 acres at Cois Glaisin, Johnstown, Navan, Co.Meath, following the grants of planning permission and the decision by the Directors to develop these properties.

Borrowing costs on the shareholder's loan of e0.9 million (2016: e1.3 million, 2015: e0.6 million) eligible for capitalisation has been capitalised into investment property.

For further information on the fair value of investment properties please see note 14.

7. Inventory

The table below sets out capitalised expenditure on assets in the course of construction.

	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000	31 December 2014 g'000
Opening balance	61,346	38,119	—	—
Transfer in from investment property (Note 6)	10,963	5,537	—	—
Development expenditure	21,788	21,344	38,119	—
Disposals – cost of sales	(18,207)	(6,919)	—	—
Finance charge (Note 9)	1,840	3,265	—	—
Closing balance	77,730	61,346	38,119	—

In June 2015, TIO RLF entered into a Property Participation Agreement (the ''PPA'') with Sispar Ltd to participate in residential and property aspects of the Greystones Marina Village (the ''Marina'') project. The project began in 2007, when the Sisk group, through its subsidiary Sispar Limited, entered into a concession agreement with Wicklow County Council (''WCC'') to build a marina, residential and commercial units at the Marina, Greystones, Co Wicklow. The land at the Marina has been transferred to a Special Purpose Vehicle (the ''SPV'') controlled by WCC. On commencement of residential sales the SPV will transfer the land to the third party end purchasers and TIO RLF will sell the residential unit, all as part of the contract for sale. The project consists of 358 residential units, a small quantity of which were launched for sale in quarter 3, 2016 with the balance planned to come to market between 2017 and 2020. At 31 December 2016 Sispar Limited had completed Phase 1 work (public service works). This work will complement and enhance the residential development when completed and is held as inventory until the sale of the residential units completes.

Development expenditure comprises direct costs of construction, asset advisor fees and interest and finance charges.

TIO RLF contracted Greystones Devco Limited, an affiliated company, to complete Phases 2 to 6 of the Marina. Included in the inventory balance at 30 June 2017, 31 December 2016 and 31 December 2015 were amounts of e12.1 million, e11.2 million and e0.4 million, respectively, payable to Greystones Devco Limited in respect of the Greystones Marina Village Project.

8. Trade and other receivables

	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000	31 December 2014 g'000
VAT recoverable	—	—	66	303
Deposits for property purchases	580	2,300	—	1,347
Deposits for property sales Accrued and other income	— 15	71 3	871 83	— 28
	595	2,374	1,020	1,678

Trade receivables are non-interest bearing and their carrying value approximates to fair value.

9. Trade and other payables

	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000	31 December 2014 g'000
Current liabilities
Amounts due under PPA	6,338	3,310	1,984	—
Amounts due to Greystones Devco (Note 7)	12,132	11,245	438	—
Amounts due to BDHL (Note 16)	4,308	1,742	—	—
Amounts due to BCL (Note 16)	351	431	158	215
Development payables and accruals	1,831	2,394	504	137
Trade creditors	89	127	325	142

	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000	31 December 2014 g'000
Accruals	32	21	214	44
VAT payable	588	1,023	—	—
Interest payable (Note 10)	4,600	3,197	1,063	74
Tax payable	31	—	—	—
	30,300	23,490	4,686	612
Non-current liabilities
Amounts due under PPA	15,856	20,787	20,398	—
	15,856	20,787	20,398	—

Trade payables are non-interest bearing and their carrying value approximates to fair value.

Pursuant to the Property Participation Agreement (''PPA'') dated 19 June 2015 between TIO RLF and Sispar Limited, TIO RLF is required to make certain payments including 18% of the sales proceeds of each residential unit sold to a maximum of e33 million to Sispar, a payment to Wicklow County Council for e2.2 million and certain other payments in respect of coastal protection works amounting to e2.4 million.

TIO RLF recorded the fair value of these liabilities at 19 June 2015 at the then estimates of fair value of e22.4 million. This is considered a level 3 valuation as defined in IFRS 13. Valuations are performed at each period end and the principal inputs include the Directors forecast of the amount and timing of future cash outflows.

The finance charge arising on the PPA liability is capitalised in inventory (Note 7).

10. Loans and Borrowings

Loan information	30 June	31 December	31 December	31 December
	2017	2016	2015	2014
	g'000	g'000	g'000	g'000
Opening balance	47,214	38,000	17,000	—
Shareholder loans advanced	2,000	7,000	38,000	36,340
Repayment during the period/year	(9,900)	—	—	—
Distributions converted to shareholder loans	—	2,214	—	—
Shareholder loans converted to equity (Note 11)	—	—	(17,000)	(19,340)
Equity converted to shareholder loan	32,000	—	—	—
Tax applied to shareholder loan	(31)	—	—	—
Closing balance	71,283	47,214	38,000	17,000

Shareholder loans bear interest at 5%. The loan facility of e100 million matures on 1 June 2021 but is repayable upon demand by the lender subject to 30 days written notice.

Interest information	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000	31 December 2014 g'000
Opening balance Interest expense capitalised to investment	3,197	1,063	74	—
property	909	1,295	646	—
Interest expense capitalised to inventory	494	839	417	—
Interest expense recognised in profit and loss	—	—	—	334
Interest converted to equity (Note 11)	—	—	(74)	(260)
Closing balance	4,600	3,197	1,063	74

11. Equity shares in issue

Only one class of shares have been issued to date in RLF. These rank pari passu with each other in all respects and converted to Shareholder loans (Note 10)

On 7 April 2017, 177,534 shares were redeemed with a total value of e32 million.

During 2015, 93,734 shares were issued with a total value of e17.1 million.

On 2 May 2014, 15,412 shares were issued with a total value of e1.5 million. On 14 November 2014 103,522 shares were issued with a total value of e19.6 million.

12. Distributions

In 2017 a distribution of enil was declared. In 2016 a distribution of e10.8 million was declared and paid of which, e2.2 million was converted to shareholder loans and e8.6 million was distributed in cash dividends.

13. Notes to the cash flow statement

	Note	6 months Ended 30 June 2017 g'000	6 months Ended 30 June 2016 g'000	Year Ended 31December 2016 g'000	Year Ended 31December 2015 g'000	Period Ended 31December 2014 g'000
Cash Flows from operating activities Profit after tax Adjustment for: – Fair value movement		19,442	119	7,027	3,420	525
in investment property – Interest		(18,323) —	50 —	(6,412) —	(3,884) —	(1,409) 334
		1,119	169	615	(464)	(550)
Changes in: – Inventory – Trade and other		(5,421)	(7,294)	(17,690)	(38,119)	—
receivables		59	908	946	(689)	(331)
– Trade and other payables – Amounts due under		6,810	5,645	18,804	4,074	538
PPA – non-current		(4,931)	195	389	20,398	—
Net cash inflow/ (outflow) from operating activities		(2,364)	(377)	3,064	(14,800)	(343)

14. Fair value of financial assets and liabilities

The following items are measured at amortised cost and their carrying amounts are a reasonable approximation of fair value.

Carrying amount	30 June 2017 g'000	31 December 2016 g'000	31 December 2015 g'000	31 December 2014 g'000
Assets
Cash and cash equivalents	694	4,783	1,653	640
Trade and other receivables	595	2,374	954	1,375
	1,289	7,157	2,607	2,015
Liabilities
Shareholder loans	(71,283)	(47,214)	(38,000)	(17,000)
Amounts due under PPA – non-current	(15,856)	(20,787)	(20,398)	—
Amounts due under PPA – current	(6,338)	(3,310)	(1,984)	—
Amounts due to Greystones Devco	(12,132)	(11,245)	(438)	—
Amounts due to BDHL (Note 16)	(4,308)	(1,742)	—	—
Amounts due to BCL(Note 16)	(351)	(431)	(158)	(215)
Development payables and accruals	(1,831)	(2,394)	(504)	(137)
Trade and other payables	(4,720)	(3,345)	(1,602)	(260)
	(116,819)	(90,468)	(63,084)	(17,612)

The trade and other receivables and trade and other payables figures exclude the VAT and tax payable amount at each balance sheet date.

Investment Property

The fair value of the properties was calculated using market value (in accordance with IFRS 13). A comparable transactions valuation methodology has been applied to determine the value of each property.

The tables overleaf analyses fair value of assets and liabilities and investment property held at fair value according to the fair value hierarchy and sets out information about significant unobservable inputs used at 30 June 2017, 31 December 2016, 2015 and 2014 in measuring financial instruments. The different levels have been defined as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

As at 30 June 2017
--------------------	--

	Level 3	Valuation Technique	Unobservable Input	unobservable inputs	Sensitivity to changes in significant
				Area	High e	Low e
Assets Investment property	e11,300,000	Market Evidence of Comparable Transactions	Value of Comparable Land	Kildare Dublin Meath	192,000 200,000 192,000	41,000 42,000 46,000
					e	e
	e52,935,000	Residual valuation	Sales price per unit		863,000	267,000
			Build cost per square foot		305	135

As at 31 December 2016

	Level 3	Valuation Technique	Unobservable Input	Sensitivity to changes in significant unobservable inputs
				Area	High e	Low e
Assets Investment property	e61,361,000	Market Evidence of Comparable Transactions	Value of Comparable Land	Wicklow Kildare Dublin Meath Cork	453,000 65,000 6,000,000 733,000 902,000	17,000 11,000 6,000 18,000 361,000

As at 31 December 2015

	Level 3	Valuation Technique	Unobservable Input	unobservable inputs	Sensitivity to changes in significant
				Area	High e	Low e
Assets Investment property	e64,452,000	Market Evidence of Comparable Transactions	Value of Comparable Land	Wicklow Kildare Dublin Meath Cork	778,000 1,111,000 6,000,000 600,000 2,005,000	14,000 38,000 16,000 13,000 440,000
			As at 31 December 2014
	Level 3	Valuation Technique	Unobservable Input	unobservable inputs	Sensitivity to changes in significant
				Area	High e	Low e

Assets	e36,960,000	Market	Value of	Wicklow	778,000	48,000
Investment property		Evidence of	Comparable	Kildare	824,000	8,000
		Comparable	Land	Dublin	3,333,000	22,000
		Transactions		Meath	460,000	16,000

The above sensitivity analysis is based on reasonable estimates. Actual results may differ and the difference could be material.

15. Financial risk management objectives and policies

TIO RLF has trade and other receivables, loans, trade and other payables and cash in hand that arise directly from operations. TIO RLF's activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk.

Risk management framework

TIO RLF's risk management policies are established to identify and analyse the risks faced by TIO RLF, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and TIO RLF's activities.

This note presents information and quantitative disclosures about TIO RLF's exposure to each of the above risks, TIO RLF's objective, policies and processes for measuring and managing risk, and TIO RLF's management of capital.

15.1 Credit risk

TIO RLF is exposed to credit risk, which is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. TIO RLF's exposure to credit risk is the value of cash and cash equivalents, construction contracts, and its receivables disclosed in the statement of financial position. Credit risk is monitored regularly by Oaktree Capital Management (UK) LLP (''Investment Manager'') and is also considered at the quarterly meetings of the Board of Directors.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

	30 June	31 December	31 December	31 December
	2017	2016	2015	2014
	g'000	g'000	g'000	g'000
Cash and cash equivalents	694	4,783	1,653	640
Trade and other receivables	15	74	954	28
	709	4,857	2,607	668

As at 30 June 2017 a portion of the cash assets are held with Northern Trust Company, London Branch (''NTC''). Cash deposited with NTC is deposited as banker and is held on its statement of financial position. The financial assets are held with the Custodian, Northern Trust Fiduciary Services (Ireland) Limited (the ''Custodian''). These assets are held distinct and separately from the proprietary assets of the Custodian. Securities are clearly recorded to ensure they are held on behalf of the Custodian.

Both the Custodian and NTC are wholly owned subsidiaries of Northern Trust Corporation. As at 30 June 2017 Northern Trust Corporation had a long term rating from Standard & Poor's of A+ (2016: A+, 2015: A+). Credit risk is managed by monitoring the credit quality and financial positions of the Custodian TIO RLF uses.

Other receivables and prepayments

These balances set out in the table below comprise of deposits held on property sales and accrued and other income.

	30 June	31 December	31 December	31 December
	2017	2016	2015	2014
	g'000	g'000	g'000	g'000
Deposits for property sales	—	71	871	—
Accrued and other income	15	3	83	28
	15	74	954	28

There is no significant concentration of credit risk. The carrying amounts of financial assets represent the maximum credit risk exposure at the reporting date.

15.2 Liquidity risk

Liquidity risk is the risk that TIO RLF may not be able to generate sufficient cash resources to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous. TIO RLF's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to TIO RLF's reputation.

TIO RLF will finance its liquidity needs through the drawdown of additional funding from investors as and when required in line with the project's capital budget.

TIO RLF invests primarily in illiquid assets. This may restrict its ability to dispose of investments in a timely fashion and for a fair price, as well as its ability to take advantage of market opportunities. Liquidity levels are monitored constantly, and exposures are formally reviewed by the management on a regular basis.

The maximum liquidity risk exposure at the reporting date is set out below.

Period Ended 30 June 2017

	Carrying Amount g'000	Contractual Cash Flows g'000	Less than 1 year g'000	1 year to 2 years g'000	Greater than 2 years g'000
Amounts due under PPA –
non-current	15,856	23,920	—	8,970	14,950
Amounts due under PPA –
current	6,338	7,705	7,705	—	—
Amounts due to Greystones
Devco	12,132	12,132	12,132	—	—
Amounts due to BDHL (Note 16)	4,308	4,308	4,308	—	—
Amounts due to BCL (Note 16)	351	351	351	—	—
Development payables and
accruals	1,831	1,831	1,831	—	—
Shareholder loans	71,283	71,283	71,283	—	—
Trade and other payables	5,340	5,340	5,340	—	—
	117,439	126,870	102,950	8,970	14,950

Year Ended 31 December 2016

	Carrying Amount g'000	Contractual Cash Flows g'000	Less than 1 year g'000	1 year to 2 years g'000	Greater than 2 years g'000
Amounts due under PPA –
non-current	20,787	31,395	—	7,903	23,492
Amounts due under PPA –
current	3,310	4,024	4,024	—	—
Amounts due to Greystones
Devco	11,245	11,245	11,245	—	—
Amounts due to BDHL (Note 16)	1,742	1,742	1,742	—	—
Amounts due to BCL (Note 16)	431	431	431	—	—
Development payables and
accruals	2,394	2,394	2,394	—	—
Shareholder loans	47,214	47,214	47,214	—	—
Trade and other payables	4,368	4,368	4,368	—	—
	91,491	102,813	71,418	7,903	23,492

Year Ended 31 December 2015

Carrying Amount g'000	Contractual Cash Flows g'000	Less than 1 year g'000	1 year to 2 years g'000	Greater than 2 years g'000
				30,973
				—
				—
				—
				—
				—
1,602	1,602	1,602	—	—
63,084	77,755	43,114	3,668	30,973
	20,398 1,984 438 158 504 38,000	34,641 2,412 438 158 504 38,000	— 2,412 438 158 504 38,000	3,668 — — — — —

Year Ended 31 December 2014

	Carrying Amount g'000	Contractual Cash Flows g'000	Less than 1 year g'000	1 year to 2 years g'000	Greater than 2 years g'000
Development payables and
accruals	137	137	137	—	—
Shareholder loans	17,000	17,000	17,000	—	—
Amounts due to BCL (Note 16)	215	215	215	—	—
Trade and other payables	260	260	260	—	—
	17,612	17,612	17,612	—	—

15.3 Market risk

Market risk is the risk that changes in market conditions, such as the availability of credit will affect TIO RLF's value of its underlying investment properties.

TIO RLF's strategy for the management of market risk is driven by its investment objective by developing, exploiting, managing and realising property assets on its acquired sites.

TIO RLF invests in real estate. The value of these investments can be impacted by the performance and illiquidity of the property sector; this in turn may impact the future earnings, profitability and capital requirements of TIO RLF. Significant falls in property rental income can impact property market values, whilst broader economic conditions can influence the demand for investment products.

A sensitivity analysis to changes in the assumptions inherent in the valuations of the investment properties is provided in note 14.

15.4 Concentration of market risk

The concentration of a TIO RLF's portfolio in development land and residential property may subject TIO RLF to a greater degree of risk with respect to economic downturn.

15.5 Capital risk management

The capital of TIO RLF is represented by the net assets attributable to holders of equity shares. TIO RLF's objective when managing capital is to safeguard TIO RLF's ability to continue as a going concern in order to provide returns for shareholders, provide benefits for other stakeholders and maintain a strong capital base to support the development of the investment activities of TIO RLF.

16. Transactions with Bridgedale entities

Bridgedale Contracting Limited (''BCL'')

Bridgedale Contracting Limited was appointed as Asset Advisor to TIO RLF with effect from March 2014. The Asset Advisors role is to assist TIO RLF with the procurement of suitable properties and provide property management and advisory services in accordance with the Asset Advisor agreement.

The asset advisor is entitled to receive fees for the performance of its services and is entitled to be reimbursed for all its reasonable costs and expenses incurred. An annual fee of e0.7 million (2016: e1.3 million, 2015: e1.3 million, 2014: e0.3 million) was charged for the period ended 30 June 2017. These fees accrue and are payable quarterly in arrears.

Bridgedale Homes Limited (''BDHL'')

Bridgedale Homes Limited was appointed by TIO RLF to construct residential units at Cois Glaisin, Johnstown, Navan Co. Meath, Milltown Meadows, Ashbourne, Co. Meath and Holsteiner Park, Williamstown, Clonee, Co. Meath in 2016 and Herbert Hill, Dundrum, Co. Dublin in 2017.

Fees of e12.8 million (2016: e5.7 million, 2015 e1.8 million, 2014: e0.7 million) were charged by Bridgedale Homes Limited to TIO RLF in 2017.

17. Related party transactions

OCM Lux EPF III QIF Holdings SARL is an investor in TIO RLF and is also an affiliated related entity of the Investment Manager, Oaktree Capital Management (UK) LLP (''Investment Manager''). Fees paid to the investment manager are shown in the table below.

The ultimate beneficial owner of OCM Lux EPF III QIF Holdings SARL is Oaktree European Principal Fund III LP and Oaktree European Principal Fund III (Parallel), L.P.

OCM Lux EPF III QIF Holdings SARL is the sole shareholder in Greystones Devco Limited.

Justin Bickle is a Managing Director of the Investment Manager and is also a Director of TIO RLF.

The Directors are considered key management personnel. Fees paid to the Directors are shown in the table below.

	6 months Ended 30 June 2017 g'000	6 months Ended 30 June 2016 g'000	Year Ended 31 December 2016 g'000	Year Ended 31 December 2015 g'000	Period Ended 31 December 2014 g'000
Transaction with Directors Independent Director fees*	7	6	13	14	18
of which unpaid at year end	—	—	—	—	—
Transaction with Investment Manager Investment Manager reimbursement of reasonable costs	31	4	9	28	14
of which unpaid at year end	1	1	1	7	4

* In 2016, an additional fee was paid to an independent TIO RLF director for consulting services in the sum of e6,000.

18. Commitments and contingent liabilities

TIO RLF has no commitments and contingent liabilities at 30 June 2017.

19. Subsequent events

There were no material post balance sheet events.