LXI REIT PLC — Share Issue/Capital Change 2021

Feb 19, 2021

SUMMARY

1.	Introduction and warnings
a.	Name and ISIN of securities
	The ISIN of the Ordinary Shares is GB00BYQ46T41. The SEDOL of the Ordinary Shares is BYQ46T4. The ticker for the Ordinary Shares is LXI.
The ISIN of the Open Offer Entitlements is GB00BMFNCC32. The SEDOL of the Open Offer Entitlements is BMFNCC3.
The ISIN of the Excess CREST Open Offer Entitlements is GB00BMFNCD49. The SEDOL of the Excess CREST Open Offer Entitlements is BMFNCD4.
b.	Identity and contact details of the issuer
	Name: LXi REIT plc (the “Company”) (incorporated in England and Wales with registered number 10535081)
Registered Office: 1st Floor Senator House, 85 Queen Victoria Street, London EC4V 4AB
Tel: +44 (0) 20 4513 9260
Legal Entity Identifier (LEI): 2138008YZGXOKAXQVI45
c.	Identity and contact details of the authority approving the prospectus
	Name: Financial Conduct Authority
Address: 12 Endeavour Square, London, E20 1JN, United Kingdom
Tel: +44 (0) 20 7066 1000
d.	Date of approval of the prospectus
	18 February 2021
e.	Warnings
	This summary should be read as an introduction to the Prospectus. Any decision to invest in the Ordinary Shares should be based on a consideration of the Prospectus as a whole by the prospective investor. The investor could lose all or part of the invested capital. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Ordinary Shares.
2.	Key information on the issuer
a.	Who is the issuer of the securities?
i.	Domicile and legal form, LEI, applicable legislation and country of incorporation
The Company is a public limited company, registered and incorporated in England and Wales under the Companies Act 2006 (the “Companies Act”) on 21 December 2016 with registered number 10535081. The Company’s LEI is 2138008YZGXOKAXQVI45. The Company is registered as an investment company under section 833 of the Companies Act and conducts its affairs so as to enable it to continue to qualify as a REIT for the purposes of Part 12 of the Corporation Tax Act 2010 (and the regulations made thereunder).
ii.	Principal activities
The principal activity of the Company is to invest in a diversified portfolio of UK property in accordance with its investment policy and with a view to achieving its investment objective.
iii.	Investment objective
The investment objective of the Company is to deliver inflation-protected income and capital growth over the medium-term for Shareholders through investing in a diversified portfolio of UK property that benefits from long-term index-linked leases with institutional-grade tenants.
iv.	Major Shareholders
So far as is known to the Company, as at the Latest Practicable Date the following persons hold, directly or indirectly, the percentage of the Company’s voting rights referred to below which are notifiable pursuant to the Disclosure Guidance and Transparency Rules:

Name Number of existing Ordinary Shares held % of voting rights
BlackRock Inc. 28,102,017 5.39
Brooks Macdonald Group plc 12,676,746 2.43
Old Mutual plc 11,141,368 2.14
Close Asset Management Ltd 7,568,250 1.45
City Asset Management plc 4,148,111 0.80

As at the Latest Practicable Date, the Company and the Directors are not aware of any other person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company. All Shareholders have the same voting rights in respect of the share capital of the Company. |
| v. | Directors
Stephen Hubbard (Chairman), Colin Smith OBE, Jan Etherden, John Cartwright and Patricia Dimond |
| i. | Statutory auditor
BDO LLP of 55 Baker Street, London, W1U 7EU, United Kingdom. |

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b. What is the key financial information regarding the issuer?

Table 1: Additional information relevant to closed end funds
Share Class	Total NAV¹	No. of shares²	NAV per share¹,³	Historical performance of the Company⁴
Ordinary	£642.4 million	521,426,010	123.2p
(including current financial year revenue items)	Since the Company's Ordinary Shares were first admitted to trading on the London Stock Exchange's main market on 27 February 2017, the Ordinary Shares, including dividends paid to Shareholders, have delivered: (i) a total shareholder return of 53.6 per cent., comprising growth in the market price of Ordinary Shares and dividends per Ordinary Share declared to 15 February 2021; and (ii) an average annual total return of 9.9 per cent. per annum, comprising compounded annual NAV growth and dividends paid to shareholders to 31 December 2020.

¹ Unaudited Estimated NAV calculated as at 31 December 2020 on the basis of an independent valuation of the Portfolio as at that date.
² As at 16 February 2021, being the Latest Practicable Date before the publication of the Prospectus.

Table 2: Income statement for closed end funds

	Financial year ended 31 March 2020 (audited) (£m)	Half-year ended 30 September 2020 (unaudited) (£m)	Half-year ended September 2019 (unaudited) (£m)
Consolidated Statement of Comprehensive Income
Rental income	38.5	20.3	16.7
Administrative and other expenses	(6.6)	(2.7)	(2.8)
Operating profit before change in fair value and gain on disposal of investment property	31.9	17.6	13.9
Change in fair value of investment property	45.4	(18.9)	22.3
(Loss)/gain on disposal of investment property	1.2	(0.1)	-
Change in fair value of financial instruments	(0.1)	-	(0.1)
Operating profit/(loss)	78.4	(1.4)	36.1
Finance income	0.2	-	0.2
Finance costs	(5.0)	(2.6)	(2.5)
(Loss)/profit before tax	73.6	(4.0)	33.8
Taxation	-	-	-
(Loss)/profit and total comprehensive income attributable to shareholders	73.6	(4.0)	33.8
(Loss)/earnings per share – basic and diluted	15.2p	(0.8)p	7.5p
EPRA Earnings per share – basic and diluted	5.6p	2.9p	2.6p
Adjusted earnings per share – basic and diluted	6.3p	3.3p	2.9p
Total NAV return for the period	13.4%	-0.6%	6.8%

Table 3: Balance sheet for closed end funds

	As at 31 March 2020 (audited) (£m)	As at 30 September 2020 (unaudited) (£m)	As at 30 September 2019 (unaudited) (£m)
Consolidated Statement of Financial Position
Non-current assets:
Investment property	809.7	822.3	743.9
Trade and other receivables	-	1.2	-
Total non-current assets	809.7	823.5	743.9
Current assets:
Trade and other receivables	10.1	10.9	6.9
Deferred acquisition costs	0.5	0.3	0.7
Restricted cash	-	9.7	11.5
Cash and cash equivalents	13.4	20.7	57.2
Total current assets	24.0	41.6	76.3
Total assets	833.7	865.1	820.2
Current liabilities:
Trade and other payables	16.1	23.4	25.1
Total current liabilities	16.1	23.4	25.1
Non-current liabilities:
Bank borrowings	166.1	208.4	166.2
Trade and other payables	3.5	3.5	5.6
Total non-current liabilities	169.6	211.9	171.8
Total liabilities	185.7	235.3	196.9
Net assets	648.0	629.8	623.3
Equity:
Share capital	5.2	5.2	5.2
Share premium reserve	423.2	423.2	423.2
Capital reduction reserve	90.9	76.7	106.0
Retained earnings	128.7	124.7	88.9
Total equity	648.0	629.8	623.3
Net Asset Value per share – basic and diluted	124.3p	120.8p	119.6p
EPRA Net Asset Value per share	124.3p	120.8p	119.6p

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c. What is the key risks that are specific to the issuer?

• The ongoing COVID-19 pandemic has had an effect on the Group's returns, and in particular dividends paid (as a result of lower rent collections). The long-term impacts of the outbreak are unknown. There is no assurance that the outbreak will not have a material adverse impact on the future results of the Company, in particular by increasing the risk of tenant default, which could restrict the Company's ability to pay dividends.

• There can be no guarantee that the Company will achieve its investment objective or its return objectives, that any dividends will be paid in respect of any financial year or period or that investors will get back the full value of their investment.

• Prior to the Company entering into an agreement to acquire a property, the Investment Advisor, on behalf of the Company, will perform due diligence on the property concerned. In doing so it would typically rely on third parties to conduct a significant portion of this due diligence. There can be no assurance that any due diligence examinations carried out by third parties on behalf of the Company will reveal all of the risks associated with that asset, or the full extent of such risks. To the extent that such third parties underestimate or fail to identify risks and liabilities (including any environmental liabilities) associated with the property in question, this may have a material adverse effect on the Company's profitability, the NAV and the price of the Ordinary Shares.

• The Group uses borrowings to seek to enhance equity returns and to enable the Company to pursue its investment objective, which exposes the Company to a variety of risks associated with borrowing. Whilst the use of borrowings should enhance the NAV per Ordinary Share where the value of the Group's investments is rising, it will have the opposite effect where the value of the Group's investments is falling.

• Although the Company has, and aims to maintain, a portfolio diversified by sector and tenant, all of the Company's assets are, and will be, invested in UK property. Any downturn in the UK and its economy or regulatory changes in the UK, due to Brexit or otherwise, could have a material adverse effect on the Company's results of operations or financial condition. In addition, there are no limits on the percentage of the Company's gross assets which may be invested in any one sector, save that the Company must be invested in a minimum of two sectors at all times. Greater concentration of investments in any sector or exposure to the creditworthiness of any one tenant may mean that the Company's performance is significantly affected by events outside its control that impact that sector or tenant.

• Although the Company, acting on advice from the Investment Advisor, has identified a number of available properties that are consistent with its investment objective and investment policy, there can be no certainty that the Company will be able to acquire these or other properties on acceptable terms or at all. The Company has not entered into any legally binding contractual arrangements to acquire any further properties from any potential vendors. There can be no assurance as to how long it will take for the Company to invest the Net Issue Proceeds. The Company will also face competition from other property investors. Any delays in deployment of the Net Issue Proceeds may have an impact on the Company's results of operations and cash flows.

• Property and property related assets are inherently difficult to value due to the individual nature of each property and property valuation is inherently subjective and uncertain. As a result, valuations are subject to uncertainty and there can be no assurance that the estimates resulting from the valuation process will reflect actual sales prices that could be realised by the Company in the future. The Administrator will rely on property valuations in calculating the NAV.

• Dividends payable by the Company will be dependent on the income from the properties it owns. Failure by tenants to comply with their rental obligations could affect the ability of the Company to pay dividends to Shareholders.

• The Group invests in commercial properties. Such investments are relatively illiquid (in comparison to other types of investments, such as bonds and securities, which have daily liquidity). Such liquidity may affect the Group's ability to adjust, dispose of or liquidate any or all of its portfolio in a timely fashion and at satisfactory prices in response to changes in economic, property market or other conditions.

• As all of the Company's assets are, and will be, invested in UK property, the Company's performance will be subject to, among other things, the conditions of the property markets in the UK, which will affect both the value of any assets that the Company acquires and the income such assets produce. Any property market recession or future deterioration in the property market could, inter alia: (i) make it harder for the Company to attract new tenants for its properties, (ii) lead to an increase in tenant defaults; (iii) lead to a lack of finance available to the Company; (iv) cause the Company to realise its investments at lower valuations; and (v) delay the timings of the Company's realisations. A decline in the value of the Company's properties may also weaken the Company's ability to obtain financing for new investments. Any of the foregoing could have a material adverse effect on the ability of the Company to achieve its investment objective.

• The Company may purchase already built property assets or, in some circumstances, forward fund property assets that are in construction. Forward funded projects are subject to the hazards and risks normally associated with the construction and development of commercial real estate. To the extent that risks are not assumed by the developer, the occurrence of any of these events could result in increased operating costs, fines and legal fees and potentially in reputational damage or criminal prosecution of the Company, and its directors or management, all of which could have an adverse effect on the Company's business, financial condition, results of operations, future prospects or the price of the Ordinary Shares.

• A change in the Company's tax status or in taxation legislation in the UK could adversely affect the Company's profits and portfolio value and/or returns to Shareholders. In particular, the Company cannot guarantee that it will remain qualified as a REIT. If the Company fails to remain qualified as a REIT, the Company will be subject to UK corporation tax on some or all of its property rental income and chargeable gains on the sale of properties, which would reduce the amounts available to distribute to Shareholders.

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3.	Key information on the securities
a.	What are the main features of the securities?
i.	Type, class and ISIN of the securities being admitted to trading on a regulated market
The securities that may be issued under the Initial Issue and under the Share Issuance Programme are Ordinary Shares of £0.01 each in the capital of the Company. The ISIN of the Ordinary Shares is GB00BYQ46T41.
ii.	Currency, denomination, par value, number of securities issued and term of the securities
The Ordinary Shares are denominated in pounds sterling and have nominal value £0.01 each. The Ordinary Shares have no fixed term.
The Company is targeting an issue of 60,164,539 New Ordinary Shares pursuant to the Initial Issue. If the overall demand exceeds this target, the Directors have reserved the right, following consultation with the Joint Bookrunners, to increase the size of the Initial Issue by reallocating New Ordinary Shares that would otherwise be available under the Share Issuance Programme to increase the size of the Initial Placing, the Offer for Subscription and/or the Intermediaries Offer.
Following completion of the Initial Issue, further New Ordinary Shares may be issued pursuant to the Share Issuance Programme. The maximum number of New Ordinary Shares that may be issued pursuant to the Initial Issue and the Share Issuance Programme is 400 million.
iii.	Rights attached to the securities
Holders of the Ordinary Shares are entitled to receive, and to participate in, any dividends declared in relation to the Ordinary Shares. The Ordinary Shares carry the right to receive notice of, attend and vote at general meetings of the Company. On a winding-up or a return of capital by the Company, the net assets of the Company shall be divided pro rata among the holders of the Ordinary Shares after taking into account any net assets attributable to C Shares (if any) in issue. There are no C Shares in issue as at the date of the Prospectus and the Company does not have the ability to issue C Shares under the Initial Issue or under the Share Issuance Programme.
The consent of the holders of the Ordinary Shares will be required for the variation of any rights attached to the Ordinary Shares. The Ordinary Shares are not redeemable.
iv.	Relative seniority of the securities in the event of insolvency
On a winding-up or a return of capital by the Company, the net assets of the Company shall be divided pro rata among the holders of the Ordinary Shares after taking into account any net assets attributable to C Shares (if any) in issue. There are no C Shares in issue as at the date of the Prospectus and the Company does not have the ability to issue C Shares under the Initial Issue or under the Share Issuance Programme.
v.	Restrictions on free transferability of the securities
There are no restrictions on the free transferability of the Ordinary Shares, subject to compliance with applicable securities laws and the restrictions on transfer contained in the Company's Articles.
Under the Articles, the Directors may refuse to register the transfer of a share in certificated form which is not fully paid, or a share in uncertificated form where it is entitled to refuse to register the transfer under the CREST Regulations, provided that such refusal does not prevent dealings in the shares from taking place on an open and proper basis.
The Directors may also refuse to register a transfer of a share in certificated form unless the instrument of transfer:
(i) is lodged, duly stamped, at the registered office of the Company or such other place as the Directors may appoint and is accompanied by the certificate for the share 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;
(ii) is in respect of only one class of share; and
(iii) is not in favour of more than four transferees.
There are also certain limited circumstances in which the Board may, under the Articles and subject to certain conditions, compulsorily require the transfer of shares.
vi.	Dividend policy
The Company aims to provide its Shareholders with secure and growing income, fully covered by the Company's adjusted earnings, along with capital growth over the medium-term. The Company seeks to pay dividends on a quarterly basis in cash, by way of four equal dividends.
On 18 January 2021, the Board announced that it would target a dividend in respect of the quarter ending 31 March 2021 of 1.46 pence per Ordinary Share. Furthermore, on 11 February 2021, the Company announced that it would reinstate annual dividend guidance for the year ending 31 March 2022 of 6 pence per Ordinary Share in aggregate, paid on a quarterly basis in cash, by way of four equal dividends.
The Company is targeting a total NAV return of a minimum of 8 per cent. per annum over the medium-term.
Holders of New Ordinary Shares will not be entitled to receive any dividends declared with a record date prior to the date of their issue. On 11 February 2021, the Board declared an interim dividend of 1.44 pence per Ordinary Share in respect of the quarter ended 31 December 2020, payable on 26 March 2021 to Shareholders on the register at 26 February 2021 (the "Q3 Dividend"). Accordingly, holders of New Ordinary Shares issued pursuant to the Initial Issue will not be entitled to receive the Q3 Dividend.
In order to comply with REIT status the Company is required to meet a minimum distribution test for each year that it is a REIT. This minimum distribution test requires the Company to distribute 90 per cent. of the income profits of the Property Rental Business for each accounting period, as adjusted for tax purposes.
The target dividends and total NAV return stated above are guidance levels or targets only and not a profit forecast and there can be no assurance that they will be met.

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b.	Where will the securities be traded?
	Applications will be made to the Financial Conduct Authority for all of the New Ordinary Shares to be issued pursuant to the Initial Issue and the Share Issuance Programme to be admitted to the premium segment of the Official List and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the premium segment of the London Stock Exchange's main market.
c.	What are the key risks that are specific to the securities?
	• The market price of the Ordinary Shares, like shares in all investment companies, may fluctuate independently of their underlying net asset value and may trade at a discount or premium at different times. While the Directors may seek to mitigate any discount to NAV per Ordinary Share through such discount management mechanisms as they consider appropriate, there can be no guarantee that they will do so or that such mechanisms will be successful.
• Shareholders do not have a right for their Ordinary Shares to be redeemed and the Company does not have a fixed winding-up date. While the Directors retain the right to effect repurchases of Ordinary Shares, they are under no obligation to use such powers or to do so at any time and Shareholders should not place any reliance on the willingness of the Directors so to act. Shareholders wishing to realise their investment in the Company may therefore be required to dispose of their Ordinary Shares in the market. There can be no guarantee that a liquid market in the Ordinary Shares will be maintained or that the Ordinary Shares will trade at prices close to their underlying NAV. Accordingly, Shareholders may be unable to realise their investment at such NAV or at all.
• The ownership and voting interests of any existing Shareholders not participating in the Initial Issue will be diluted. Furthermore, following the Initial Issue, the Company will have authority to issue up to 452,142,601 Ordinary Shares (less the number of New Ordinary Shares issued pursuant to the Initial Issue) on a non-pre-emptive basis (conditional on the passing of the Issue Resolutions to be proposed at the General Meeting to be held on 10 March 2021). Any further issues of Ordinary Shares will be dilutive to those Shareholders who cannot, or choose not to, participate in such issues.
4.	Key information on the admission to trading on a regulated market
a.	Under which conditions and timetable can I invest in this security?
i.	General terms and conditions
	The Initial Issue
Ordinary Shares are being made available under the Initial Issue at the Issue Price of 124.5 pence per Ordinary Share. The Initial Issue comprises the Initial Placing, the Open Offer, the Offer for Subscription and the Intermediaries Offer.
Peel Hunt and Jefferies have each agreed to use their reasonable endeavours to procure subscribers pursuant to the Initial Placing for the New Ordinary Shares on the terms and subject to the conditions set out in the Share Issuance Agreement. The Initial Placing will close at 5.00 p.m. on 10 March 2021 (or such later date as the Company, Peel Hunt and Jefferies may agree). If the Initial Placing is extended, the revised timetable will be notified through an RIS.
Under the Open Offer, Existing Shareholders are being offered the opportunity to apply for up to 3 New Ordinary Shares for every 26 Existing Ordinary Shares held and registered in their name as at the Record Date. Completed Application Forms and payments under the Open Offer must be received by 11.00 a.m. on 10 March 2021.
Applications under the Offer for Subscription must be for a minimum subscription of 1,000 New Ordinary Shares and then in multiples of 1,000 New Ordinary Shares thereafter, although the Board may accept applications below the minimum amounts stated above in its absolute discretion. Completed Application Forms and payments under the Offer for Subscription must be received by 11.00 a.m. on 10 March 2021.
Investors may subscribe for New Ordinary Shares at the Issue Price pursuant to the Intermediaries Offer. Only the Intermediaries' retail investor clients in the United Kingdom, the Channel Islands and the Isle of Man are eligible to participate in the Intermediaries Offer. Investors may apply to any one of the Intermediaries to be accepted as their client. A minimum application of 1,000 New Ordinary Shares per Underlying Applicant will apply and thereafter an Underlying Applicant may apply for any higher amount.
The Initial Issue is conditional, inter alia, on: (a) the passing of the Issue Resolutions to be proposed at the General Meeting to be held on 10 March 2021; (b) the Share Issuance Agreement becoming unconditional (save as to Initial Admission) in respect of the Initial Issue and not having been terminated in accordance with its terms prior to Initial Admission; and (c) Initial Admission becoming effective by not later than 8.00 a.m. on 15 March 2021 (or such later time and/or date as Peel Hunt, Jefferies and the Company may agree, being not later than 31 March 2021).
The Share Issuance Programme
The Company may issue further New Ordinary Shares pursuant to the Share Issuance Programme during the period from 16 March 2021 to 17 February 2022 (or any earlier date on which it is fully subscribed). The Share Issuance Programme may be implemented by a series of Subsequent Placings and/or by way of open offers, offers for subscription and/or intermediaries offers.
Ordinary Shares are being made available under the Share Issuance Programme at the Share Issuance Programme Price. The Share Issuance Programme Price of any Subsequent Issue will be determined by the Company and will be not less than the prevailing Net Asset Value per Ordinary Share at the time of issue plus a premium to cover the costs and expenses of such issue.
Each Subsequent Issue under the Share Issuance Programme is conditional, inter alia, on: (a) the Share Issuance Programme Price being determined by the Directors as described in the Securities Note; (b) Admission of the New Ordinary Shares being issued pursuant to such Subsequent Issue; (c) the Share Issuance Agreement becoming otherwise unconditional in respect of the relevant Subsequent Issue in all respects and not having been terminated on or before the date of such Admission; and (d) a valid Future Summary and/or Future Securities Note and/or Future Registration Document being published by the Company if such is required by the Prospectus Regulation Rules.

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ii.	Expected Timetable
		2021
	Initial Issue
	Record Date for entitlements under the Open Offer	close of business on 16 February
	Publication of the Prospectus, posting of the Notice of General Meeting and the Application Forms and Initial Issue opens	18 February
	Ex entitlement date for the Open Offer	8.00 a.m. on 18 February
	Open Offer Entitlements and Excess CREST Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders	as soon as possible on 19 February
	Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 4 March
	Recommended latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 5 March
	Latest time and date for receipt of proxy appointments	2.00 p.m. on 8 March
	Recommended latest time for splitting Open Offer Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 8 March
	General Meeting	2.00 p.m. on 10 March
	Announcement of the results of the General Meeting through an RIS	10 March
	Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions	11.00 a.m. on 10 March
	Latest time and date for receipt of completed Offer for Subscription Application Forms and, if applicable, Tax Residency Self-Certification Forms, and payment in full under the Offer for Subscription	11.00 a.m. on 10 March
	Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer	3.00 p.m. on 10 March
	Latest time and date for commitments under the Initial Placing	5.00 p.m. on 10 March
	Announcement of results of the Initial Issue	11 March
	Initial Admission and dealings in New Ordinary Shares commence	8.00 a.m. on 15 March
	CREST accounts credited with uncertificated New Ordinary Shares in respect of the Initial Issue	as soon as possible on 15 March
	Where applicable, definitive share certificates in respect of the New Ordinary Shares issued pursuant to the Initial Issue despatched by post in the week commencing	22 March
	Subsequent Issues under the Share Issuance Programme
	Subsequent Issues under the Share Issuance Programme	between 16 March 2021 and 17 February 2022
	Publication of Share Issuance Programme Price in respect of each Subsequent Issue	as soon as practicable in conjunction with each Subsequent Issue
	Announcement of the results of each Subsequent Issue	as soon as practicable following the closing of a Subsequent Issue
	Admission and crediting of CREST accounts in respect of each Subsequent Issue	as soon as practicable following the allotment of shares pursuant to a Subsequent Issue
	Definitive share certificates in respect of the New Ordinary Shares issued pursuant to each Subsequent Issue despatched by post	within 10 business days following the Admission of any Ordinary Shares pursuant to a Subsequent Issue
iii.	Details of admission to trading on a regulated market
	Applications will be made to the FCA for all of the New Ordinary Shares to be issued pursuant to the Initial Issue and the Share Issuance Programme to be admitted to the premium segment of the Official List and to the London Stock Exchange for such New Ordinary Shares to be admitted to trading on the premium segment of the London Stock Exchange's main market.
iv.	Plan for distribution
	The Company is targeting an issue of approximately £75 million (gross) through the issue of 60,164,539 New Ordinary Shares pursuant to the Initial Issue. If the overall demand exceeds this target, the Directors have reserved the right, following consultation with the Joint Bookrunners, to increase the size of the Initial Issue by reallocating New Ordinary Shares that would otherwise be available under the Share Issuance Programme to increase the size of the Initial Placing, the Offer for Subscription and/or the Intermediaries Offer. Following completion of the Initial Issue, the Directors are authorised to issue further New Ordinary Shares pursuant to the Share Issuance Programme. The maximum number of New Ordinary Shares that may be issued pursuant to the Initial Issue and the Share Issuance Programme is 400 million.
v.	Amount and percentage of immediate dilution resulting from the issue Assuming 60,164,539 New Ordinary Shares are issued pursuant to the Initial Issue:

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• Qualifying Shareholders who take up their full Open Offer Entitlement (excluding any New Ordinary Shares acquired through the Excess Application Facility) will not suffer any dilution to their ownership and voting interests in the Company by virtue of the issue of New Ordinary Shares pursuant to the Initial Issue; and
• Qualifying Shareholders who do not take up any of their Open Offer Entitlement and Shareholders who are not eligible to participate in the Open Offer will suffer a maximum dilution of approximately 10.3 per cent. to their ownership and voting interests in the Company by virtue of the issue of New Ordinary Shares pursuant to the Initial Issue.

Assuming that 400 million New Ordinary Shares are issued pursuant to the Initial Issue and the Share Issuance Programme (being the maximum number of New Ordinary Shares that the Directors would be authorised to issue thereunder):

• Qualifying Shareholders who take up their full Open Offer Entitlement under the Initial Issue (excluding any New Ordinary Shares acquired through the Excess Application Facility) will suffer a maximum dilution of approximately 36.9 per cent. to their ownership and voting interests in the Company by virtue of the issue of New Ordinary Shares pursuant to the Initial Issue and the Share Issuance Programme; and
• Qualifying Shareholders who do not take up any of their Open Offer Entitlement under the Initial Issue and Shareholders who are not eligible to participate in the Open Offer will suffer a maximum dilution of approximately 43.4 per cent. to their ownership and voting interests in the Company by virtue of the issue of New Ordinary Shares pursuant to the Initial Issue and the Share Issuance Programme,

(assuming that such Shareholders choose not to, or are unable to, participate in any Subsequent Issues under the Share Issuance Programme).

vi. Estimate of the total expenses of the issue

The costs and expenses of the Initial Issue are expected to be approximately 2 per cent. of the Gross Issue Proceeds. The costs and expenses of each issue of New Ordinary Shares under the Share Issuance Programme will depend on subscriptions received but are expected to be approximately 2 per cent. of the gross proceeds of each such issue under the Share Issuance Programme. The costs and expenses of any Subsequent Issue will be covered by issuing such New Ordinary Shares at a premium to the prevailing Net Asset Value per Ordinary Share at the time of issue.

Assuming 400 million New Ordinary Shares are issued pursuant to the Initial Issue and the Share Issuance Programme (being the maximum number of New Ordinary Shares available thereunder), and assuming such shares are issued at the Issue Price, this would result in gross issue proceeds of approximately £498 million, with the costs and expenses payable by the Company expected to be approximately £10 million.

vii. Estimated expenses charged to the investor

The expenses of, or incidental to, the Initial Issue will be paid by the Company. There are no commissions, fees or expenses to be charged to investors by the Company.

All expenses incurred by any Intermediary are for its own account. Investors should confirm separately with any Intermediary whether there are any commissions, fees or expenses that will be applied by such Intermediary in connection with any application made through that Intermediary pursuant to the Intermediaries Offer.

The costs and expenses of any Subsequent Issue will be paid by the Company and will be covered by issuing such New Ordinary Shares at a premium to the prevailing Net Asset Value per Ordinary Share at the time of issue.

b. Why is this prospectus being produced?

i. Reasons for the issue

The Initial Issue is being made, and the Share Issuance Programme is being implemented, in order to raise funds for the purpose of investment in accordance with the investment policy and objective of the Company and with a view to delivering further value for Shareholders. The Board believes that it continues to be in the interests of the Company and its Shareholders to grow the Company further by the issuance of new shares.

ii. The use and estimated net amount of the proceeds

The total number of New Ordinary Shares to be issued pursuant to the Initial Issue, and therefore the Net Issue Proceeds, is not known as at the date of the Prospectus but will be notified by an RIS announcement prior to Initial Admission.

Similarly, the net issue proceeds of any Subsequent Issue under the Share Issuance Programme will depend on the number of New Ordinary Shares issued and the relevant Share Issuance Programme Price.

Assuming 400 million New Ordinary Shares are issued pursuant to the Initial Issue and the Share Issuance Programme (being the maximum number of New Ordinary Shares available thereunder), and assuming such shares are issued at the Issue Price, this would result in gross issue proceeds of approximately £498 million and net issue proceeds of approximately £488 million.

The Company will invest the net issue proceeds of the Initial Issue and any Subsequent Issue in accordance with the Company's investment objective and policy.

iii. Underwriting

Neither the Initial Issue nor the Share Issuance Programme is being underwritten.

iv. Material conflicts of interest

As at the date of the Prospectus, there are no interests that are material to the Initial Issue or the Share Issuance Programme and no conflicting interests.