THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

This document, which comprises a prospectus relating to Urban Logistics REIT plc (the "Company") has been approved by the Financial Conduct Authority (the "FCA"), as competent authority under the Prospectus Regulation and has been delivered to the FCA in accordance with Rule 3.2 of the Prospectus Regulation Rules. This document has been made available to the public as required by the Prospectus Regulation Rules.

This document has been approved by the FCA of 12 Endeavour Square, London E20 1JN, as competent authority under the Prospectus Regulation. Contact information relating to the FCA can be found at http://www.fca.org.uk/contact. The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer that is, or the quality of the securities that are, the subject of this document. Investors should make their own assessment as to the suitability of investing in the securities.

The Ordinary Shares, as at the date of this document, are admitted to trading on the AIM market of London Stock Exchange plc (the "London Stock Exchange"). The Ordinary Shares rank pari passu in all respects.

The Company and each of the Directors, whose names appear on page 37 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.

The Manager accepts responsibility for the information and opinions related to or attributed to the Manager or any Affiliate of the Manager contained in Part 2 (Risk Factors), Part 7 (The Portfolio and Investment Opportunity) and Part 8 (Market Overview) of this document and any other information or opinion in this document related to or attributed to the Manager or any Affiliate of the Manager. To the best of the Manager's knowledge, the information and opinions contained in this document related to or attributed to the Manager or any Affiliate of the Manager are in accordance with the facts and this document does not omit anything likely to affect the import of such information or opinions.

CBRE Limited ("CBRE") accepts responsibility for the Valuation Report contained in Part 10 (Valuation Report) of this document. To the best of CBRE's knowledge, the information contained in the Valuation Report is in accordance with the facts and does not omit anything likely to affect its import.

Prospective investors should read the entire document and, in particular, Part 2 (Risk Factors) when considering an investment in the Company.

URBAN LOGISTICS REIT PLC

(incorporated in England and Wales with registered number 9907096 and registered as an investment company under section 833 of the Companies Act 2006)

Initial Placing, Offer for Subscription and Intermediaries Offer targeting an issue of 117,647,059 Ordinary Shares at £1.70 per Ordinary Share

Placing Programme for up to 350 million Ordinary Shares and/or C Shares (less the number of Ordinary Shares to be issued under the Initial Issue)

Admission to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market

Sponsor and Joint Financial Adviser
SINGER CAPITAL MARKETS ADVISORY LLP

Joint Bookrunner
SINGER CAPITAL MARKETS SECURITIES LIMITED

Joint Financial Adviser and Joint Bookrunner
PANMURE GORDON (UK) LIMITED

Joint Financial Adviser
KINMONT LIMITED

Joint Bookrunner
ALVARIUM SECURITIES LIMITED

Singer Capital Markets Advisory LLP ("Singer Advisory"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as sponsor and joint financial adviser for the Company and for no one else in relation to Admission, the Initial Issue and the other arrangements referred to in this document. Singer Advisory will not regard any other person (whether or not a recipient of this document) as its client in relation to Admission, the Initial Issue and the other arrangements referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Initial Issue, the contents of this document or any transaction or arrangement referred to in this document.

Singer Capital Markets Securities Limited ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as joint bookrunner for the Company and for no one else in relation to Admission, the Initial Issue and the other arrangements referred to in this document. Singer Capital Markets will not regard any other person (whether or not a recipient of this document) as its client in relation to Admission, the Initial Issue and the other arrangements referred

to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Initial Issue, the contents of this document or any transaction or arrangement referred to in this document.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as joint financial adviser and joint bookrunner for the Company and for no one else in relation to Admission, the Initial Issue and the other arrangements referred to in this document. Panmure Gordon will not regard any other person (whether or not a recipient of this document) as its client in relation to Admission, the Initial Issue and the other arrangements referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Initial Issue, the contents of this document or any transaction or arrangement referred to in this document.

Kinmont Limited ("Kinmont"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as joint financial adviser for the Company and for no one else in relation to Admission, the Initial Issue and the other arrangements referred to in this document. Kinmont will not regard any other person (whether or not a recipient of this document) as its client in relation to Admission, the Initial Issue and the other arrangements referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Initial Issue, the contents of this document or any transaction or arrangement referred to in this document.

Alvarium Securities Limited ("Alvarium"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as joint bookrunner for the Company and for no one else in relation to Admission, the Initial Issue and the other arrangements referred to in this document. Alvarium will not regard any other person (whether or not a recipient of this document) as its client in relation to Admission, the Initial Issue and the other arrangements referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Initial Issue, the contents of this document or any transaction or arrangement referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Singer Advisory or Singer Capital Markets (together ("Singer") and/or Panmure Gordon and/or Kinmont and/or Alvarium by FSMA or the regulatory regime established thereunder, none of Singer, Panmure Gordon, Kinmont nor Alvarium make any representation, express or implied, in relation to, nor accepts any responsibility whatsoever for, the contents of this document or any other statement made or purported to be made by it or on its behalf in connection with the Company, Admission, the Ordinary Shares, the C Shares or the Initial Issue. Each of Singer, Panmure Gordon, Kinmont and Alvarium (and their respective affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for statutory liability), whether arising in tort, contract or otherwise which they might otherwise have in respect of the contents of this document or any other statement made or purported to be made by it or on its behalf in connection with the Company, Admission, the Ordinary Shares, the C Shares or the Initial Issue.

Applications will be made to the Financial Conduct Authority and the London Stock Exchange for all of the existing Ordinary Shares and the Ordinary Shares to be issued in connection with the Initial Issue to be admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that Admission of the Ordinary Shares will become effective and that unconditional dealings will commence in the Ordinary Shares at 8.00 a.m. on 7 December 2021. No application has been made or is currently intended to be made for the Ordinary Shares to be admitted to listing or trading on any other stock exchange.

The Offer for Subscription and the Intermediaries Offer will remain open until 11.00 a.m. on 2 December 2021 and the Initial Placing will remain open until 1.00 p.m. on 2 December 2021. Persons wishing to participate in the Offer for Subscription should complete the Application Form set out in Appendix 1 to this document. To be valid, Application Forms must be completed and returned with the appropriate remittance by post or by email to the Receiving Agent ([email protected]) so as to be received no later than 11.00 a.m. on 2 December 2021.

Investors should rely only on the information contained in this document and any supplementary prospectus published by the Company prior to Initial Admission or any Admission of Shares issued pursuant to the Placing Programme. No person has been authorised to give any information or make any representations in relation to the Company other than those contained in this document and any such supplementary prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised by the Company, the Manager, Singer, Panmure Gordon, Kinmont or Alvarium. Without prejudice to the Company's obligations under the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR, neither the delivery of this document nor any subscription for or purchase of Shares pursuant to the Initial Issue and/or the Placing Programme, under any circumstances, creates any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this document.

Singer, Panmure Gordon, Kinmont and/or Alvarium and their respective Affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company and/or the Manager for which they would have received customary fees. Singer, Panmure Gordon, Kinmont and/or Alvarium and their respective Affiliates may provide such services to the Company and/or the Manager and any of their respective Affiliates in the future.

In connection with the Initial Issue and/or Subsequent Placings, Singer, Panmure Gordon, Kinmont and/or Alvarium and any of their respective Affiliates, acting as investors for its or their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in the Shares and other securities of the Company or related investments in connection with the Initial Issue and/or Subsequent Placings or otherwise. Accordingly, references in this document to Shares being issued, offered, acquired, subscribed or otherwise dealt with, should be read as including any issue or offer to, acquisition of, or subscription or dealing by Singer, Panmure Gordon, Kinmont and/or Alvarium and their respective Affiliates acting as an investor for its or their own account(s). None of Singer, Panmure Gordon, Kinmont nor Alvarium nor any of their respective Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, Singer, Panmure Gordon, Kinmont and/or Alvarium may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements in connection with which Singer, Panmure Gordon, Kinmont and/or Alvarium may from time to time acquire, hold or dispose of shareholdings in the Company.

The contents of this document and any supplementary prospectus published by the Company are not to be construed as legal, financial, business, investment or tax advice. Investors should consult their own legal adviser, financial adviser or tax adviser for legal, financial, business, investment or tax advice. Investors must inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer, redemption or other disposal of Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of, or subscription for Shares. Investors must rely on their own representatives, including their own legal advisers and accountants, as to legal, financial, business, investment, tax, or any other related matters concerning the Company and an investment therein. None of the Company, the Manager, Singer, Panmure Gordon, Kinmont, Alvarium nor any of their respective representatives is making any representation to any offeree or purchaser of Shares regarding the legality of an investment in the Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.

Notice to U.S. and other overseas investors

This document may not be used for the purpose of, and does not constitute, an offer or solicitation by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful or not authorised or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, Singer, Panmure Gordon, Kinmont and/or Alvarium or to any person to whom it is unlawful to make such offer or solicitation. The offer and sale of Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, the Republic of South Africa or Japan. Subject to certain exemptions, the Shares may not be offered to or sold within Canada, Australia, the Republic of South Africa or Japan or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan.

The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and the Shares may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the Shares in the United States. The Shares are being offered or sold (i) outside the United States in offshore transactions as defined in and pursuant to Regulation S under the U.S. Securities Act ("Regulation S") and (ii) with respect to the Initial Placing and any Subsequent Placing only, within the United States, only to qualified institutional buyers ("QIBs"), as defined in Rule 144A under the U.S. Securities Act ("Rule 144A") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act.

Until the expiry of 40 days after the commencement of the Initial Issue, an offer or sale of Shares within the United States by a dealer (whether or not it is participating in the Initial Issue) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an applicable exemption from registration under the U.S. Securities Act.

The Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States and any re-offer or resale of any of the Shares in the United States may constitute a violation of U.S. law or regulation.

In relation to the United Kingdom and each member state in the EEA, no Shares have been or will be directly or indirectly offered to or placed with investors in the United Kingdom or that member state at the initiative of or on behalf of the Company, the Manager other than in accordance with methods permitted in the United Kingdom or that member state.

Copies of this document will be available on the Company's website (www.urbanlogisticsreit.com) and the National Storage Mechanism of the FCA at https://data.fca.org.uk/a/nsm/nationalstoragemechanism.

Without limitation, neither the contents of the Company's or the Manager's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's or the Manager's website (or any other website) is incorporated into, or forms part of this document, or has been approved by the FCA. Investors should base their decision whether or not to invest in the Shares on the contents of this document and any supplementary prospectus published by the Company prior to Initial Admission or any Admission of Shares issued pursuant to the Placing Programme alone.

Dated: 15 November 2021

		Page
Part 1	Summary	5
Part 2	Risk Factors	12
Part 3	Important Information	26
Part 4	Expected Timetable, Statistics, Dealing Codes and LEI	34
Part 5	Directors, Secretary and Advisers	37
Part 6	The Company	39
Part 7	The Portfolio and Investment Opportunity	52
Part 8	Market Overview	60
Part 9	Directors, Manager and Administration	63
Part 10	Valuation Report	69
Part 11	The Initial Issue	92
Part 12	The Placing Programme	99
Part 13	The REIT Regime and UK Taxation	105
Part 14	General Information	118
Part 15	Terms and Conditions of the Initial Placing and the Placing Programme	152
Part 16	Terms and Conditions of Application under the Offer for Subscription	164
Part 17	Definitions	173
Part 18	Documents incorporated by reference	181
Appendix 1	Application Form	183

Part 1

Summary

1 INTRODUCTION AND WARNINGS

1.1 Name and international securities identifier number (ISIN) of the securities

Ordinary Shares with ISIN GB00BYV8MN78 and C Shares with ISIN GB00BNG9H444.

1.2 Identity and contact details of the issuer, including its Legal Entity Identifier (LEI)

The issuer's name is Urban Logistics REIT plc (the "Company"). The Company's registered office is at 6th Floor, 65 Gresham Street, London EC2V 7NQ and its telephone number is 020 7954 9567. The Company's Legal Entity Identifier is 213800P6ODJW2UFNDC37.

1.3 Identity and contact details of the competent authorities approving the document

This document has been approved by the FCA with its head office at 12 Endeavour Square, London E20 1JN and telephone number +44 (0) 20 7066 1000, as competent authority under Regulation (EU) 2017/1129, as amended as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the "Prospectus Regulation").

1.4 Date of approval of this document

This document was approved by the FCA on 15 November 2021.

1.5 Warning

This summary has been prepared in accordance with Article 7 of the Prospectus Regulation and should be read as an introduction to this document and any decision to invest in Shares should be based on consideration of this document as a whole by the investor. The investor could lose all or part of its 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 this document or it does not provide, when read together with the other parts of this document, key information in order to aid investors when considering whether to invest in Shares.

2 KEY INFORMATION ON THE ISSUER

2.1 Who is the issuer of the securities?

(a) Domicile, legal form, LEI, jurisdiction of incorporation and country of operation

The Company was incorporated in England and Wales on 8 December 2015 as a public company limited by shares under the Act. The Company is domiciled in England and Wales. The Company has an indefinite life. The principal legislation under which the Company operates is the Companies Act. As a real estate investment trust, the Company is not regulated as a collective investment scheme by the FCA but is an AIF under the AIFM Regime and the EU AIFM Directive. The Company's Legal Entity Identifier is 213800P6ODJW2UFNDC37.

(b) Principal activities

The Company carries on business as the principal company of a REIT, investing in UK based industrial and logistic properties (typically single let). As at 30 September 2021, the Company had a Portfolio value of £660.5 million and an EPRA NTA per Ordinary Share of 164.30 pence.

The Company's investment objective and investment policy at Admission, which was approved by Shareholders on 12 November 2021, is set out below.

Investment Objective

The Investment Objective is to deliver total investment returns through both income, with regular dividends providing Shareholders with a sustainable income stream that will grow over the medium term, and targeted capital growth which the Company believes will enhance Shareholders' total return over the long term.

Investment Policy

The Company intends to achieve the Investment Objective by investing in and growing a diversified portfolio of primary and secondary grade industrial and logistics properties within the UK, and by engaging in active asset management to leverage and enhance returns.

The Company will invest in assets that comprise an interest in freehold or leasehold property (other than by way of security), which meet the following criteria:

UK industrial or logistics properties (typically single let);
modern (typically post-1980) constructions; and
representing average lot value across the portfolio at acquisition of up to £15 million (increased by RPI from Admission).

The Company will seek to invest in strategically located, single let, last mile industrial and logistics properties that have good underlying features, including:

the opportunity for rental growth and out-performance;
strong tenant financial covenant;
lease terms focusing on duration and rental growth; and
positive geographical characteristics, including age and repair, location, building quality, site cover, transportation links, workforce availability, environmental performance and internal operational efficiencies.

The properties will be located in established logistics regions, such as the Midlands' "Golden Triangle", and in locations where the Company sees medium and long term potential.

The Company may acquire properties directly or through holdings in SPVs and properties may be held through limited partnerships, trusts or other vehicles with third party co-investors.

Borrowing and gearing policy

The Company will seek to use gearing to enhance returns over the long-term and, in addition, will seek to fix its borrowing rates. Gearing, represented by borrowings as a percentage of gross assets, will not exceed 57.5 per cent. at the time of investment. It is the Directors' intention to target gearing of 30 per cent. to 40 per cent. of Gross Asset Value in the medium term and to comply with the REIT condition relating to the ratio between the Group's 'property profits' and 'property finance costs'.

Use of derivatives

The Company may enter derivative contracts for efficient portfolio management. In particular, the Company may engage in interest rate hedging or similar instruments to mitigate the risk of interest rate increases.

Investment restrictions

The Company will invest and manage its assets with an objective of spreading risk through the following investment restrictions which, in each case, apply at the time of investment:

i. the Company will derive its rental income from a portfolio of not less than ten properties;
ii. the Company will have a maximum exposure of 25 per cent. of its rental income derived from any single tenant;
iii. the Company may invest up to 10 per cent. of its Gross Asset Value in non-income producing properties with pre-let tenancies (or otherwise guaranteed income) in place, but which are requiring development or re-development (such as extending, reconfiguring and refurbishing existing assets), to realise that income, with the intention of holding any completed development as an investment. The investments in this category will not be undertaken speculatively, although the Company may take options over adjacent land/property. The Company may finance these assets using, inter alia, forward funding arrangements;
iv. the Company may invest up to 10 per cent. of its Gross Asset Value in assets (including development assets), which are not producing income at the time of acquisition, including assets that do not have pre-let tenancies (or otherwise guaranteed income) in place;
v. at least 90 per cent. by value of the properties directly or indirectly owned by the Company shall be in the form of freehold or long leasehold (over 60 years remaining at the time of acquisition) properties or the equivalent; and
vi. the Company will not invest in closed-ended investment companies.

The Directors currently intend, at all times, to conduct the affairs of the Group so as to enable it to qualify as a REIT for the purposes of Part 12 of the CTA 2010 (and the regulations made thereunder).

In the event of a breach of the investment guidelines and restrictions set out above, a notification will be made to a Regulatory Information Service if the Directors consider the breach to be material.

No material change will be made to the Investment Objective or the Investment Policy without the approval of the FCA and Shareholders by ordinary resolution at any general meeting, which will also be notified by a RIS announcement.

So far as is known to the Company, and which is notifiable under the Disclosure Guidance and Transparency Rules, as at 12 November 2021 (being the latest practicable date prior to the publication of this document), the following persons held, directly or indirectly, 3 per cent. or more of the issued Ordinary Shares or the Company's voting rights:

Name	No. of Ordinary Shares	Percentage of voting rights
Rathbone Investment Management	14,142,483	4.35%
FIL Investment International	11,825,814	3.64%
Franklin Templeton Investments	11,550,000	3.55%
Schroder Investment Management	10,604,030	3.26%
Raymond James Investment Services	9,866,195	3.04%
Hargreaves Lansdown Asset Management	9,775,740	3.01%

(d) Key managing directors

The Board is comprised of Nigel Rich (Independent Non-Executive Chair), Bruce Anderson (Independent Non-Executive Director), Jonathan Gray (Independent Non-Executive Director), Heather Hancock (Independent Non-Executive Director), Mark Johnson (Non-Independent Non-Executive Director) and Richard Moffitt (Non-Independent Non-Executive Director).

(e) Identity of statutory auditors

The auditors of the Company are RSM UK Audit LLP of 25 Farringdon Street, London EC4A 4AB.

2.2 What is the key financial information regarding the issuer?

(a) Table 1: Additional information relevant to closed end funds

Share class	IFRS NAV(1) £'000	No. of shares(2)	NAV per share(1)	Historical performance of the Company
Ordinary	£533,622	324,916,587	164.23 pence	Since its initial public offering, the Company has paid or declared cumulative dividends amounting to 38 pence per Ordinary Share.

(1) Unaudited basic NAV calculated as at 30 September 2021. The EPRA NTA per Ordinary Share as at the same date was 164.30 pence.
(2) As at 30 September 2021, being the latest practicable date prior to the publication of this document.

(b) Table 2: Income Statement for closed end funds

	Year ended 31 March 2021 £'000 (audited)	Year ended 31 March 2020 £'000 (audited)	Year ended 31 March 2019 £'000 (audited)	Six months to 30 September 2021 £'000 (unaudited)	Six months to 30 September 2020 £'000 (unaudited)
Revenue	24,181	12,601	10,771	16,665	9,795
Property operating expenses	(1,307)	(437)	(694)	(701)	(385)
Net rental income	22,874	12,164	10,077	15,964	9,410
Administrative and other expenses	(1,285)	(870)	(780)	(764)	(588)
Management fee	(2,945)	(1,272)	(1,053)	(2,087)	(1,247)
Other income	159	-	-	69	-
Long-term incentive plan charge	(295)	(3,557)	(119)	(956)	(11)
Operating profit before changes in fair value of investment properties and interest rate derivatives	18,508	6,465	8,125	12,226	7,564
Changes in fair value of investment property	25,760	5,691	13,352	40,552	4,289
Profit on disposal of investment property	7,035	575	160	-	-
Operating profit	51,303	12,731	21,637	52,778	11,853
Finance income	90	7	29	3	62
Finance expense	(3,791)	(3,378)	(2,219)	(2,530)	(2,115)
Profit before taxation	47,602	9,360	18,747	50,251	9,800
Tax credit/(charge) for the period	-	-	-	-	-
Profit and total comprehensive income (attributable to the shareholders)	47,602	9,360	18,747	50,251	9,800
Earnings per share - basic	21.72p	9.95p	22.12p	17.60p	5.20p
Earnings per share - diluted	21.72p	9.95p	22.10p	17.60p	5.20p
EPRA earnings per share - diluted	6.62p	3.99p	7.01p	3.12p	3.19p

	As at 31 March 2021 £'000 (audited)	As at 31 March 2020 £'000 (audited)	As at 31 March 2019 £'000 (audited)	As at 30 September 2021 £'000 (unaudited)	As at 30 September 2020 £'000 (unaudited)
Non-current assets
Investment property	515,794	209,179	186,420	671,707	348,610
Intangible assets	12	17	22	54	15
Total non-current assets	515,806	209,196	186,442	671,761	348,625
Current assets
Trade and other receivables	35,411	1,816	1,531	7,821	3,171
Cash and cash equivalents	60,459	132,280	9,760	90,681	54,409
Total current assets	95,870	134,096	11,291	98,502	57,580
Total assets	611,676	343,292	197,733	770,263	406,205
Current liabilities
Trade and other payables	(7,484)	(2,956)	(1,808)	(17,323)	(8,559)
Deferred rental income	(5,568)	(2,728)	(2,388)	(6,949)	(4,219)
Total current liabilities	(13,052)	(5,684)	(4,196)	(24,272)	(12,778)
Non-current liabilities
Long-term rental deposits	(4,125)	(1,029)	(951)	(4,641)	(1,486)
Lease liability	(6,748)	(1,774)	-	(7,718)	(1,977)
Interest rate derivatives	(1,060)	(1,347)	(690)	(273)	(1,857)
Other borrowings	(2,882)	-	-	(2,969)	(2,797)
Bank borrowings	(196,354)	(74,696)	(71,420)	(196,768)	(120,119)
Total non-current liabilities	(211,169)	(78,846)	(73,061)	(212,369)	(128,236)
Total liabilities	(224,221)	(84,530)	(77,257)	(236,641)	(141,014)
Total net assets	387,455	258,762	120,476	533,622	265,191
Equity
Share capital	2,550	1,886	877	3,249	1,886
Share premium	89,644	228,764	93,877	194,999	-
Share warrant reserve	-	-	14	-	-
Capital reduction reserve	228,760	-	-	228,760	228,760
Other reserves	351	56	194	1,307	67
Retained earnings	66,150	28,056	25,514	105,307	34,478
Total equity	387,455	258,762	120,476	533,622	265,191
Net asset value per share – basic	151.92p	137.19p	137.39p	164.23p	140.60p
Net asset value per share – diluted	151.92p	137.19p	137.18p	164.23p	140.60p
EPRA net tangible assets – per share	152.33p	137.89p	137.96p	164.30p	141.57p

The auditors' reports on the Company's financial statements for the financial years ended 31 March 2019, 31 March 2020 and 31 March 2021 were unqualified.

2.3 What are the key risks that are specific to the issuer?

The attention of investors is drawn to the risks associated with an investment in the Company which, in particular, include the following:

Delays in the deployment of funds from the Initial Placing and the Placing Programme may affect distributions to Shareholders.
The Company may face delays in locating and acquiring further suitable investments on attractive terms or at all.
The Company faces increasing competition for investment property in the industrial and logistics commercial property sector.
The Company's performance depends on the continued growth of e-commerce.
A default by a major tenant could result in a significant loss of letting income, void costs, a reduction in asset value and increased bad debts and may affect the income of the Group.
The appraised value of the Company's properties may not accurately reflect the current or future value of the Company's assets.
Any forward funded projects will be subject to the risks normally associated with the construction and development of commercial real estate, any of which could result in increased costs and/or damage to persons or property.
Asset management initiatives may not be successful or be more expensive than anticipated and take longer to implement.
The Company will be dependent on the efforts of the Management Team, together with the performance and retention of key personnel.

KEY INFORMATION ON THE SECURITIES

3.1 What are the main features of the securities?

(a) Type, class and ISIN

The securities which the Company intends to issue under the Initial Issue are Ordinary Shares. Thereafter, the Company also intends to issue Ordinary Shares and/or C Shares pursuant to the Placing Programme. Ordinary Shares with ISIN GB00BYV8MN78 and C Shares with ISIN GB00BNG9H444.

(b) Currency, denomination, par value, number of securities issued and duration

The currency of the Shares is Sterling. The issued share capital of the Company as at 12 November 2021 (being the latest practicable date prior to publication of this document), is 324,916,587 Ordinary Shares of £0.01 each, all of which are fully paid or credited as fully paid. There are no C Shares of £0.01 each in issue.

(c) Rights attached to the Shares

The Ordinary Shares and the C Shares have the following rights:

	Ordinary Shares	C Shares
Dividends	The Ordinary Shares carry the right to receive the profits of the Company available for distribution at such times as the Directors may determine in accordance with the Articles.	The C Shares do not carry the right to receive any profits of the Company available for distribution whether by way of interim or final dividend. The new Ordinary Shares arising on Conversion of C Shares shall rank pari passu with the Ordinary Shares then in issue for dividends or distributions made or declared by reference to a record date falling after the relevant Calculation Date.
Rights in respect to capital	Subject to the rights of any C Shares in issue, on a winding-up, the surplus capital and assets of the Company shall be divided amongst the holders of Ordinary Shares pro rata according to the nominal capital paid up on their holdings of Ordinary Shares.	On a winding up or return of capital, the holders of the C Shares shall be entitled to receive an amount per C Share equal to the lower of (i) the amount subscribed for the issue of each C Share and (ii) the Net Asset Value per C Share, but shall have no other rights to participate in the capital of the Company.
Voting	Holders of Ordinary Shares have the right to receive notice of, and to attend and vote at, general meetings and class meetings of the Company. Each holder of Ordinary Shares on a poll has one vote in respect of each Ordinary Share held.	The holders of C Shares will have: (i) the right to receive notice of, and attend, speak and vote at class meetings of C Shareholders. Each holder of C Shares on a poll has one vote in respect of each C Share held; and (ii) no rights to receive notice of, attend, speak or vote at general meetings of the Company.

(d) Rank of securities in the issuer's capital structure in the event of insolvency

On a winding-up, provided the Company has satisfied all its liabilities and subject to the rights conferred on any other class of shares in issue at that time to participate in the winding-up, the holders of Ordinary Shares shall be entitled to all of the Company's remaining net assets after taking into account any net assets attributable to any C Shares (if any) in issue.

(e) Restrictions on the free transferability of Shares

There are no restrictions on the free transferability of the Shares, subject to compliance with applicable securities laws and the restrictions on transfer contained in the Articles.

(f) Dividend policy

The Board is currently targeting a minimum annual total dividend of 7.60 pence per Ordinary Share. The Company is targeting an annual total return of between 10 per cent. and 15 per cent. through a combination of dividends and growth in NAV. Subject to compliance with the Companies Act, the Company pays dividends on the Ordinary Shares on a half-yearly basis with dividends declared in respect of the six months ending on 30 September and 31 March in each year.

Investors should note that the target returns, including the declaration and payment frequency of dividends, are targets only and not profit forecasts. There may be a number of factors that adversely affect the Company's ability to achieve the target returns and there can be no assurance that the targets will be met or that any dividend will be achieved. The target returns should not be seen as an indication of the Company's expected or actual results or returns. Accordingly, investors should not place any reliance on these targets or assume that the Company will make any distributions at all in deciding whether to invest in the Shares.

3.2 Where will the securities be traded?

Applications will be made to the Financial Conduct Authority and London Stock Exchange for all of the existing Ordinary Shares and the Ordinary Shares and C Shares to be issued in connection with the Initial Issue and the Placing Programme to be admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. No application has been made or is currently intended to be made for the Shares to be admitted to listing or trading on any other stock exchange.

3.3 What are the key risks specific to the securities?

The attention of investors is drawn to the risks associated with an investment in the Shares which, in particular, include the following:

The value and/or market price of the Shares may go down as well as up.
Dividend growth on the Ordinary Shares will depend principally on growth in rental and other income returns on the underlying assets (which may fluctuate) and the extent to which the Company is invested.
The Company may in the future issue new equity, which may dilute Shareholders' equity.

4 KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND/OR ADMISSION TO TRADING ON A REGULATED MARKET

4.1 Under which conditions and timetable can I invest in this security?

The Issue

The Company is targeting an issue of 117,647,059 Ordinary Shares pursuant to the Initial Issue comprising the Initial Placing, the Offer for Subscription and the Intermediaries Offer. The Initial Issue has not been underwritten. The maximum number of Ordinary Shares to be issued under the Initial Issue is 147,058,824. There is no minimum size of the Initial Issue. The Issue Price is £1.70 per new Ordinary Share.

The Initial Placing

The Ordinary Shares are being made available under the Initial Placing at the Issue Price. Singer, Panmure Gordon and Alvarium have each agreed to use its reasonable endeavours to procure subscribers pursuant to the Initial Placing for Ordinary Shares at the Issue Price on the terms and subject to the conditions set out in the Placing and Offer Agreement and this document. The Initial Placing is not being underwritten. The latest time and date for receipt of commitments under the Initial Placing is 1.00 p.m. on 2 December 2021 (or such later date, not being later than 30 December 2021, as the Company, the Manager, Singer, Panmure Gordon and Alvarium may agree).

The Offer for Subscription

The Company has agreed to make an offer of Ordinary Shares pursuant to the Offer for Subscription at the Issue Price, subject to the Terms and Conditions of Application set out in this document. Completed Application Forms can be returned by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or by email to [email protected]. The Terms and Conditions of Application should be read carefully before an application is made. Investors should consult their independent financial advisers if they are in any doubt about the contents of this document or the acquisition of Ordinary Shares.

Applications under the Offer for Subscription must be for Ordinary Shares with a minimum subscription amount of £1,000 (rounded down to the nearest number of Ordinary Shares) and thereafter in multiples of £100 (rounded down to the nearest number of Ordinary Shares). Application Forms accompanied by a cheque or banker's draft in Sterling made payable to "CIS PLC re: Urban Logistics REIT – OFS A/C" and crossed "A/C Payee Only" for the appropriate sum should be returned to the Receiving Agent by no later than 11.00 a.m. on 2 December 2021.

The Intermediaries Offer

Investors may also subscribe for 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 of the Intermediaries to be accepted as their client. The latest time and date for applications from the Intermediaries in respect of the Intermediaries Offer is 11.00 a.m. on 2 December 2021. Applications under the Intermediaries Offer are advised to check with their Intermediary as certain Intermediaries will close their offer period sooner in the day.

Conditions

The Initial Issue is conditional, inter alia, on: (i) Initial Admission having become effective on or before 8.00 a.m. on 7 December 2021 or such later time and/or date as the Company, the Manager, Singer, Panmure Gordon and Alvarium may agree (being not later than 8.00 a.m. on 31 December 2021); and (ii) the Placing and Offer Agreement becoming wholly unconditional in respect of the Initial Issue (save as to Initial Admission) and not having been terminated in accordance with its terms at any time prior to Initial Admission.

Expenses

The costs and expenses of, and incidental to, the Initial Issue are expected to be £4.0 million, equivalent to 2 per cent. of the Initial Gross Proceeds, assuming Initial Gross Proceeds of £200 million.

Dilution

The Placing Programme

In addition to any Ordinary Shares issued under the Initial Issue, the Company may issue up to a further 350 million Shares (being Ordinary Shares and/or C Shares) in aggregate (less the number of Ordinary Shares issued pursuant to the Initial Issue) pursuant to the Placing Programme.

Any Ordinary Shares issued pursuant to the Placing Programme will be issued at a price calculated by reference to the prevailing Net Asset Value per Ordinary Share at the time of issue together with a premium intended to at least cover the costs and expenses of such issue (including, without limitation, any placing commissions), which are not expected to exceed 2 per cent. of the gross proceeds of such issue. C Shares (if any) issued pursuant to the Placing Programme will be issued at 100 pence per C Share.

Conditions

Each issue of Shares pursuant to a Subsequent Placing under the Placing Programme will be conditional, inter alia, on: (i) Admission of the relevant Shares occurring by no later than 8.00 a.m. on such date as the Company, Singer, Panmure Gordon and Alvarium and the Manager may agree from time to time in relation to that Admission, not being later than 14 November 2022; (ii) a valid supplementary prospectus being published by the Company if such is required by the Prospectus Regulation Rules; and (iii) the Placing and Offer Agreement being wholly unconditional as regards the relevant Subsequent Placing (save as to Admission) and not having been terminated in accordance with its terms prior to the relevant Admission.

Expenses

The costs and expenses of issuing Shares pursuant to a Subsequent Placing are not expected to exceed 2 per cent. of the gross proceeds of such Subsequent Placing.

Dilution

If 232,352,941 Ordinary Shares were to be issued pursuant to Subsequent Placings, and assuming the Initial Issue had been subscribed as to 117,647,059 Ordinary Shares and a Shareholder did not participate in the Initial Issue nor such Subsequent Placings, there would be a dilution of approximately 51.9 per cent. in such Shareholder's voting control of the Company immediately after completion of the final Subsequent Placing.

4.2 Why is this prospectus being produced?

(a) Reasons for Initial Admission, the Initial Issue and the Placing Programme

The Directors intend to use the net proceeds of the Initial Issue and any Subsequent Placings to purchase investments which are consistent with the Company's investment objective and investment policy.

The Directors also believe that the market capitalisation of the Company justifies a move to the Main Market. The Directors believe that Initial Admission will: (i) further enhance the Company's profile and brand recognition; (ii) extend the Company's shareholder base to a wider group of institutional shareholders; (iii) support the Company's growth strategy; and (iv) enable the Company to be eligible for inclusion in the FTSE Indices, which may improve liquidity and enhance the marketability of the Ordinary Shares

(b) Estimated net proceeds

The Initial Net Proceeds, after deduction of expenses, are expected to be £196 million on the assumption that the Initial Gross Proceeds are £200 million. The Net Proceeds of any Subsequent Placing under the Placing Programme are dependent, inter alia, on the level of subscriptions received, the price at which such Shares are issued and the costs of the Subsequent Placing.

As at the date of this document, there are no interests that are material to the Initial Issue or the Placing Programme and no conflicting interests.

Part 2

Risk Factors

Any investment in Shares is subject to a number of risks. Accordingly, prior to making any investment decision, prospective investors should carefully consider all the information contained in this document and, in particular, the risk factors described in this Part 2. This summary of risk factors is not intended to be exhaustive nor is it an explanation of all of the risk factors involved in investing in the Company. It should be noted that the risks described below are not the only risks faced by the Company and there may be additional risks that the Directors currently consider not to be material or of which they are not currently aware.

An investment in the Shares should not be regarded as short-term in nature and involves a high degree of risk, including but not limited to the risks referred to below in relation to the Company and the Shares. If any of the risks referred to in this document were to occur this could materially and adversely affect the Company's business, financial condition and results. If that were to occur, the trading price of the Shares and/or the Net Asset Value and/or the level of dividends or distributions received from the Shares could decline significantly and investors could lose all or part of their investment. An investment in the Shares is only suitable for institutional investors who understand and are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses (which may equal the whole amount invested) that may result from such an investment.

As required by the UK Prospectus Regulation, the risk that the Directors consider to be the most material risk in each category, taking into account the negative impact on the Company and the probability of its occurrence, has been set out first.

References to the Company are also deemed to include, where appropriate, each member of the Group.

RISKS RELATING TO THE COMPANY'S BUSINESS AND INDUSTRY

Delays in the deployment of funds from the Initial Placing and the Placing Programme may affect distributions to Shareholders

The Company can provide no assurances that it will be able to acquire properties in its acquisition pipeline on financially attractive terms or at all. The implementation of the Company's strategy is subject to a number of factors, some of which, such as market conditions and property cycles, are beyond the control of the Management Team. The failure to acquire further properties on attractive terms, or at all will mean that the Company will not receive additional rental income other than income from deposit interest, which is likely to adversely affect the Company's ability to meet the Investment Objective and therefore result in an inability to make distributions to Shareholders. The Manager has identified an advanced pipeline with an average net initial yield of c.5.4 per cent. However the actual yield and other terms may vary depending on final contractual terms. A significant variance from the headline terms identified for the Pipeline could have a significant impact on the Company's financial results and distributions to Shareholders.

There can be no assurance as to how long it will take for the Company to invest any or all of the net proceeds of the Initial Issue or, in due course, the Placing Programme in the industrial and logistics assets identified in the Company's acquisition pipeline. Holding too much cash that has not been invested may further affect the Company's ability to achieve returns of capital and income returns. There can also be no assurance that, following a formal due diligence process, the assets identified in the acquisition pipeline will meet the necessary criteria for the Company to invest in. The Company may face competition from a variety of other potential purchasers in acquiring certain of these properties. The longer the period before investment the greater the likelihood that the Company's financial condition, business, prospects and results of operations, and its ability to make distributions to Shareholders, will be materially adversely affected.

The pipeline assets referred to are subject to ongoing negotiation and due diligence by the Manager and no contractually binding obligations have been entered into for their sale and purchase. There can be no assurance that the Company will complete the acquisition of any of the pipeline properties on the expected terms or at all.

The Company may face delays in locating and acquiring further suitable investments

Locating suitable properties and negotiating acceptable purchase contracts, conducting due diligence and ultimately investing in a property typically requires a significant amount of time. The Company may face delays in locating and acquiring further suitable investments and, once the properties are identified, there could also be delays in obtaining the necessary approvals. The Company's inability to select and invest in properties on a timely basis may have a material adverse effect on the potential returns to Shareholders and delay or limit distributions to Shareholders by the Company. Additionally, necessary approvals may be refused, or granted only on onerous terms, and any such refusals, or the imposition of onerous terms, may result in an investment not proceeding as originally intended and could result in significant costs associated with aborting the transaction being incurred by the Company.

Furthermore, there is no guarantee that the Company will be able to acquire suitable properties at appropriate net initial yields, which will enable returns of capital and income returns to be achieved. The dividend and dividend growth is dependent on income received from the properties that the Company has acquired. The Company cannot calculate the total acquisition and financing cost of the acquisition of a property with complete accuracy, in the event that the actual acquisition and financing costs exceed the anticipated costs, this may reduce the anticipated returns to Shareholders.

There is also no guarantee that the Company will be able to acquire suitable properties at appropriate net initial yields, which will enable returns of capital and income returns to be achieved. The dividend and dividend growth is dependent on income received from the properties that the Company has acquired. The Company cannot calculate the total acquisition and financing cost of the acquisition of a property with complete accuracy, in the event that the actual acquisition and financing costs exceed the anticipated costs, this may reduce the anticipated returns to Shareholders. The Company incurs and will incur certain fixed costs on the acquisition of properties, including stamp duty and/or SDLT which reduces the NAV per Ordinary Share or the NAV per C Share (as appropriate) immediately following the acquisition. There is no guarantee that the value of the properties will increase to an amount in excess of these costs. In addition, certain costs such as financing, valuations and professional services may be incurred even where proposed investments do not proceed to completion. There can be no assurance as to the level of such costs, and given that there can be no guarantee that the Company will be successful in its negotiations to acquire any given property, the greater the number of deals that do not reach completion, the greater the likely impact of such costs on the Company's results of operations and financial condition.

The Company faces increasing competition for investment property in the industrial and logistics commercial property sector

The Company's investments and proposed investments are increasingly appealing to a broad spread of potential investors including other listed property specialists and funds, together with small companies and family offices. Other competitors may have greater financial resources than the Company or greater ability to borrow or leverage funds to acquire properties. With a limited supply of lots of less than £10 million existing in the UK, coupled with long lead-in time for development of new industrial and logistics assets, there is increasing competition for available income producing properties, hence there is no assurance that the Company will be able to secure suitable assets. An inability to secure suitable investments will affect the Company's ability to meet distribution targets and may have an adverse effect on the Company's performance, financial condition and business prospects.

The Company's performance depends on the continued growth of e-commerce

The Company will focus on lots with an average size of less than £10 million (increased by RPI from Admission) at acquisition both in the UK logistics market and UK industrial market and therefore is likely to be disproportionately exposed to the online requirements in the UK. The Company could be affected by shopping trends and alternative retail supply methods. A slowdown in the growth of e-commerce, together with reliance on concentrated individual tenants may have an adverse effect on the Company's performance, financial condition and business prospects.

A default by a major tenant could result in a significant loss of letting income, void costs, a reduction in asset value and increased bad debts and may affect the income of the Group

Although the Company's investment policy limits the Company's exposure to any one underlying tenant to 25 per cent. of the Company's annual rental income, a downturn in business, bankruptcy or insolvency could force a major tenant of the Group to default on its rental obligations and/or other contractual payments and/or vacate the premises. This may be due to a variety of reasons, including, but not limited to poor performance of the tenant's business, competitive pressures or challenging sector conditions, even if a tenant is institutional-grade or considered financially strong. The risk of any downturn in business, bankruptcy or insolvency may be increased by the effect of the COVID-19 pandemic and the material uncertainty resulting therefrom. Such a default could result in a loss of rental income, void costs, an increase in bad debts and decrease the value of the relevant property. The occurrence of these situations may result in greater volatility in the Group's investments and, consequently, its Net Asset Value, and may materially and adversely affect the performance of the Company and its ability to achieve the target returns.

The Group may also experience difficulty in attracting new tenants, or renewing leases with existing tenants, on suitable terms or at all. The Group may need to incur additional costs and expenses, including the granting of rent free periods, legal and surveying costs, maintenance costs, insurance costs, rates and marketing costs as a result of properties being without tenants and in order to attract tenants.

If the Group's net rental income declines, the Company would have less cash available to make distributions to Shareholders and to service and repay its indebtedness. In addition, significant expenditures associated with a real estate asset, such as taxes, service charges and maintenance costs, are generally not reduced in proportion to any decline in rental income from that real estate asset. If rental income from a real estate asset declines while the related costs do not decline, the Group's income and cash receipts could be materially adversely affected.

In addition, the assumptions made by property valuers regarding the length of tenancy unoccupied periods may underestimate the actual unoccupied periods suffered by the Group. If vacancies continue for longer periods of time, the Group may suffer reduced revenues resulting in less income being available for distribution to Shareholders. Any of the above may have a material adverse effect on the Group's performance, financial condition and business prospects.

The appraised value of the Company's properties may not accurately reflect the current or future value of the Company's assets

The valuation of property is inherently subjective and uncertain owing to the individual nature of each property and is based on a number of assumptions which may not turn out to be true, meaning that actual sale prices paid or received by the Company (as applicable) may not reflect the valuations of the properties.

Property valuations are complex and involve data which is not publicly available. In determining the value of properties, the valuers are required to make assumptions in respect of matters including, but not limited to, the existence of willing buyers and sellers, title, condition of structure and services, deleterious materials, plant and machinery and goodwill, environmental matters, statutory requirements and planning, expected future rental revenues from the property, market-based yields and other information. In respect of properties which may require development, redevelopment or refurbishment, the development considered achievable, assumed timescale, the assumed future development cost and an appropriate finance rate and profit rate and/or discount rate are also used to determine the property value together with market evidence and recent comparable properties where appropriate. Such assumptions may prove to be inaccurate. Incorrect assumptions underlying the valuation reports could negatively affect the value of any property assets the Company acquires and thereby have a material adverse effect on the Company's financial condition. This is particularly so in periods of volatility or when there is limited real estate transactional data against which property valuations can be benchmarked. There can also be no assurance that these valuations will be reflected in the actual transaction prices, even where any such transactions occur shortly after the relevant valuation date, or that the estimated yield and annual rental income will prove to be attainable.

To the extent valuations of the Company's properties do not fully reflect the underlying value, whether due to the above factors or otherwise, this may have a material adverse effect on the Company's financial condition, business prospects and results of operations.

Any forward funded projects will be subject to the risks normally associated with the construction and development of commercial real estate, any of which could result in increased costs and/or damage to persons or property

The Company's investment policy provides that the Group may purchase forward funded property assets that are due to start or are in construction. Forward funded projects are subject to the risks normally associated with the construction and development of commercial real estate, in particular, the process of construction may be delayed or disrupted by a number of factors, such as inclement weather or acts of nature, industrial accidents, defective building methods or materials and the insolvency of the contractor. Any of these factors, alone or in combination, could delay or disrupt the construction process by halting the construction process or damaging materials or the development itself. To the extent that such 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, all of which could have an adverse effect on the Group's performance, financial condition and business prospects. However, it is common for such risks to be assumed by the developer in forward funding agreements. For all of the Group's investments in forward funded assets to date, such risks have been assumed by the developer.

Asset management initiatives may not be successful or be more expensive than anticipated and take longer to implement

Where it believes it is necessary and in accordance with the Investment Policy, the Company undertakes asset management initiatives, such as refurbishment works, in respect of properties that it acquires. The ability to carry out refurbishment works may be adversely affected by a number of factors including constraints or location, planning legislation and the need to obtain other licences, consents and approvals and the existence of restrictive covenants. These works may prove to be more extensive, expensive and take longer than anticipated.

In implementing refurbishment works the Company will rely upon the performance of third party service providers and contractors. Failure by any such service providers and contractors to carry out their obligations in accordance with their appointment terms could result in the refurbishment works being more expensive than anticipated and taking longer to complete.

Certain of the Company's properties may be specifically suited to the particular needs of a certain type of occupant. The Company may need to incur additional capital expenditure on a property in the event that it wanted it to be suitable for other occupants which may have a material effect on the results of operations of the Company and the amount that remains available to distribute to Shareholders.

Real estate development may incur more cost and time than expected

To the extent that the Company invests in property developments it will be subject to the risks normally associated with property development. These risks include, without limitation, risks relating to the availability and timely receipt of planning and other regulatory approvals, the cost and timely completion of construction (including risks beyond the control of the Company, such as weather or labour conditions or material shortages), general market and letting risk, and the availability of both construction and permanent financing on favourable terms. Should the Company's expectations differ from the tenants' actual requirements, the developed property will be less attractive to prospective tenants. When assets continue to be vacant, empty rates liabilities may apply instead of earning rental income for the Company. These risks could result in substantial unanticipated delays or expense and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have a material adverse effect on the Company's profitability, the Net Asset Value and the price of Ordinary Shares.

The Company's investment strategy is to leverage its investments

Income will be affected by the level of borrowings of the Company and the amount of income required to satisfy interest payments on external borrowing.

Acquisition of future property investments by the Company is likely to continue to be funded partly by borrowings. If the value of the Company's assets falls, the Net Asset Value will reduce. The stability of any investment's cash flow will also affect the level of borrowing available to acquire it. Furthermore, the amount

of any borrowings available to the Company is also subject to satisfactory valuations and due diligence of the Company's properties that form part of the security package of the relevant facilities. For example, and notwithstanding that the Company is in advanced discussions with its existing debt providers, if the valuations and due diligence of the Company's recent property acquisitions were not acceptable to such debt providers and the Company was unable to find alternative providers of finance in respect of such properties, there is no certainty that future borrowings will be made available to the Company either at all or on acceptable terms. This may impact the Company's immediate cash flows which may, as a consequence, impact on the timing and/or payment of any targeted dividend return and also adversely affect the future prospects of the Company and, as a consequence, returns to Shareholders. This may impair the ability of the Company to make further investments which in turn may have a material adverse effect not only on the performance of the Company, but also on the returns to Shareholders and in particular the level of dividends paid.

Prospective investors should be aware that, whilst the use of borrowings should enhance the NAV of the Ordinary Shares where the value of the Company's underlying assets is rising, it will have the opposite effect where the underlying asset value is falling. In addition, in the event that the rental income of the Group's portfolio falls for whatever reason, the use of borrowings will increase the impact of such a fall on the net revenue of the Company and accordingly will have an adverse effect on the Company's ability to pay dividends to Shareholders.

The Company pays interest on any borrowing it incurs. As such, the Company could be exposed to interest rate risk due to fluctuations in the prevailing market rates. Interest rate movements may affect the level of income receivable on cash deposits and the interest payable on the Company's variable rate cash borrowings. Whilst the Company seeks to mitigate the effect of interest rate through the acquisition of interest rate hedging products, there can be no guarantee that such products will be available in the market on terms that are attractive to the Company or that they will completely protect the Company from interest rate fluctuations. In the event that interest rate movements lower the level of income receivable on cash deposits or raise the interest required to be paid by the Company, returns to investors will be reduced.

Under the REIT legislation, a UK tax charge will arise in the Company if in respect of an accounting period the Group's ratio of income profits to financing costs (in respect of its Qualifying Property Rental Business) is less than 1.25:1.

The borrowings contain loan to value covenants, being the accepted market practice in the UK. If real estate assets owned by the Company decrease in value such covenants could be breached, the impact of such an event could include: an increase in borrowing costs; a call for additional capital from the lender; payment of a fee to the lender; or in such cases where other remedies were not available, it could require a sale of an asset, or a forfeit of any asset to a lender. This could result in a total or partial loss of equity value for each specific asset, or indeed the Company as a whole.

The Group may not be able to maintain or increase the rental rates for its properties, which may, in the longer term, have a material adverse impact on the value of the Group's properties, as well as the Group's turnover

The value of the Group's properties and the Group's turnover are dependent on the rental rates that can be achieved from the properties in the Company's portfolio. The ability of the Group to maintain or increase the rental rates for its properties generally may be adversely affected by general UK economic conditions. In addition, there may be other factors that depress rents or restrict the Group's ability to increase rental rates, including local factors relating to particular properties/locations (such as increased competition). Any failure to maintain or increase the rental rates for the Group's properties generally may have a material adverse effect on the Company's profitability, the Net Asset Value, the price of the Ordinary Shares and the Group's ability to meet interest and capital repayments on any debt facilities.

It may prove difficult to attract new tenants for the Company's properties

Once properties have been refurbished the Company may experience difficulty in attracting new tenants on suitable terms or at all. The Company may need to incur additional costs and expenses, including the granting of rent free periods, legal and surveying costs, maintenance costs, insurance costs, rates and marketing costs as a result of properties being without tenants and in order to attract tenants.

The assumptions made by the valuer regarding the length of void periods may underestimate the actual void periods suffered by the Company. If vacancies continue for longer periods of time, the Company may suffer reduced revenues resulting in less income being available for distribution to Shareholders. In addition, the market value of a property could be diminished because the value of a property will depend principally upon the value of the leases of such property.

The COVID-19 pandemic has had, and could continue to have, a severe impact on the global economy and financial markets, and could have a material impact on the Group

The Company has assessed and continues to assess the impact of the COVID-19 pandemic on the Group's business. The outbreak of COVID-19 in early 2020 has negatively impacted economic conditions globally, including the United Kingdom. The Directors believe that, as at the date of this document, the impact on the Group has been modest.

However, there remains considerable uncertainty in relation to the COVID-19 pandemic (including in relation to its duration, extent and ultimate impact), and its long-term impact is difficult to predict at this time. If the COVID-19 pandemic continues and results in further prolonged periods of onerous restrictions on matters such as transportation, closure of national borders, operation of factories and workplaces or other measures affecting businesses, this could have an adverse effect on the magnitude and/or likelihood of risks that the Group faces. For example, one or more of the Group's tenants may be severely impacted by the pandemic and may request rent deferrals and/or default in its payment obligations. This may result in an overall reduction in revenue and could affect the Company's ability to pay dividends to Shareholders and its ability to achieve the target returns.

Further, this may lead to a breach in the Group's banking covenants. There may also be a potential impact on the short-term operations of the Group's business, as a result of restrictions on workplaces and the need for staff of the Investment Manager and the Group's tenants to work remotely, and potential absences due to the virus.

The COVID-19 pandemic has caused, and may continue to cause, significant volatility in equity markets, which could have a material adverse effect on the price of the Shares. There may also be a material adverse effect on the valuation of the Group's property portfolio, the Group's profitability, the Net Asset Value and the value of the Shares. This could cause a breach in the covenants of the Group's banking facilities, and as a result, force the Group to sell its assets to repay loan commitments.

Any of the above could have a material adverse effect on the Group's performance, financial condition and business prospects.

The UK's exit from the European Union could have a material impact on the Group's activities

The UK left the EU on 31 January 2020 and the implementation period under the European Union (Withdrawal) Act 2018 expired on 31 December 2020. The UK and the EU have agreed a Trade and Cooperation Agreement. However, the extent of the impact of Brexit and the Trade and Cooperation Agreement following the end of the implementation period remains difficult to predict. The loss of passporting rights under the AIFM Directive may also make it more difficult for the Group to raise capital in the EEA and/or increase the regulatory compliance burden on the Group. This could also restrict the Group's future activities and thereby negatively affect returns. Further, any decision by the UK to diverge from the rules and regulations of the EU may lead to greater restrictions on the free movement of goods, services, people and capital between the UK and the EU, and increased regulatory complexities. Any such restrictions could potentially disrupt and adversely impact the Group's business. The effects of any such decision to diverge could also lead to legal uncertainty and may, directly or indirectly, increase compliance and operating costs for the Group and may also have a material adverse effect on the Group's performance, financial condition, and business prospects.

In addition, the long-term macroeconomic effect of Brexit on the value of the investments in the Group's investment portfolio and the rental income that the Group is able to achieve from its portfolio, is unknown. There may be significant UK (and potentially global) stock market uncertainty, which may have a material adverse effect on the price of the Shares. This could cause a breach in the covenants of the Group's banking facilities, and as a result, force the Group to sell its assets to repay loan commitments.

The Company may not be able to dispose of its investments in a timely fashion and at satisfactory prices

As property assets are expected to be relatively illiquid, such illiquidity may affect the Company's ability to dispose of or liquidate its portfolio in a timely fashion. In addition, to the extent that market conditions are not favourable or deteriorate, the Company may not be able to realise its real estate assets at satisfactory prices. This could result in a decrease in NAV and lower returns for Shareholders.

The Company may be subject to liability following disposal of investments

The Company may be exposed to future liabilities and/or obligations with respect to the disposal of investments. The Company may be required to set aside money for warranty claims or contingent liabilities in respect of property disposals. The Company may be required to pay damages (including but not limited to litigation costs) to the extent that any representations or warranties that it has given to a purchaser prove to be inaccurate or to the extent that it has breached any of its covenants contained in the disposal documentation. In certain circumstances, it is possible that any incorrect representations and warranties could give rise to a right by the purchaser to unwind the contract in addition to the payment of damages.

Further, the Company may become involved in disputes or litigation in connection with such disposed investments. Certain obligations and liabilities associated with the ownership of investments can also continue to exist notwithstanding any disposal, such as environmental liabilities. Any such claims, litigation or obligations, and any steps which the Company is required to take to meet the cost, such as sales of assets or increased borrowings, could have an adverse effect on the Company's performance, financial condition and business prospects.

The Company's performance is affected by the underlying business being carried on at its properties

Both the rental income and the market value of the properties acquired by the Company are affected by the operational performance of the underlying business being carried on at the property and the general financial performance of the operator. The operational performance of a tenant may also be affected by local economic conditions. Both rental income and capital values may also be affected by other factors specific to the UK commercial property market, such as competition from other property funds. In the event of default by a tenant if it is suffering financial difficulty or otherwise unable to meet its obligations under its lease, the Company may suffer a rental shortfall and incur additional expenses until the property is re-let. These expenses could include legal and surveyor's costs in re-letting, maintenance costs, insurances, rates and marketing costs and could have a material adverse impact on the financial condition and performance of the Company and/or the level of dividend cover. Market conditions may have a negative impact on the Company's ability to identify and execute investments in suitable assets that generate acceptable returns.

Consequences of assignment by prospective tenants of properties that the Company may acquire in the future

The terms contained within the leases of properties acquired by the Company are likely to vary from lease to lease and will be dependent upon the terms agreed between the original landlord and tenant at the time of the grant of the relevant lease. There is a risk that an assignor may not be required to give an authorised guarantee agreement or may only be required to do so if reasonably required by the landlord (as opposed to an absolute obligation to provide the guarantee). If an assignee is less creditworthy than the assignor, there would be an increased risk of tenant default, which could result in delays in receipt of rental and other contractual payments, inability to collect such payments at all or the termination of a tenant's lease.

While the Manager seeks to spread risk relating to tenant concentration, there is the possibility that, from time to time, the Company has a concentrated number of tenants and material exposure to the financial strength and the operational performance of those tenants.

The Company may not acquire 100 per cent. control of its investments

The Company's investment policy does not restrict it from entering into a variety of investment structures, such as joint ventures, acquisitions of controlling interests or acquisitions of minority interests. However, the Directors do not currently propose that, in the future, the Company will take a passive or minority interest in

investments and, as at the date of this document, all real estate assets in the portfolio are wholly owned by the Company. In the event that the Company acquires less than a 100 per cent. interest in a particular asset, the remaining ownership interest will be held by third parties and the subsequent management and control of such an asset may entail risks associated with having multiple owners and decision-makers. Any such investment also involves the risk that third party owners might become insolvent or fail to fund their share of any capital contribution which might be required. In addition, such third parties may have economic or other interests which are inconsistent with the Company's interests, or they may obstruct the Company's plans (for example, in implementing active asset management measures), or they may propose alternative plans. If such third parties are in a position to take or influence actions contrary to the Company's interests and plans, the Company may face the risk of impasses on decisions that affect its ability to implement its strategies and/or dispose of the relevant real estate asset. The above circumstances may have a material adverse effect on the Company's performance, financial condition and business prospects.

The Company may incur losses in excess of insurance proceeds, if any, or from uninsurable events

The Company's properties may suffer physical damage resulting in losses (including loss of rent) which may not be fully compensated for by insurance, or at all. Also there are certain types of losses, generally of a catastrophic nature, that may be uninsurable or are not economically insurable. Should any uninsured loss or loss in excess of insured amounts be incurred, the Company may lose capital invested in that property as well as future revenue therefrom. In addition, the Company may be liable to repair damage caused by uninsured risks, as well as retaining debt or other obligations against the property. Any material uninsured losses may have an adverse effect on the Company's performance, financial condition and business prospects.

The discovery of previously undetected environmentally hazardous conditions in the Company's properties could result in unforeseen remedial work or future liabilities even after disposal of such property

Under applicable environmental laws, a current or previous property owner may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property, which cost could be substantial. While the Management Team will undertake environmental due diligence before acquiring future properties, there is also a risk that third parties may seek to recover from the Company for personal injury or property damage associated with exposure to any release of hazardous substances. Payment of damages could adversely affect the Company's ability to make distributions to Shareholders from rental income.

Furthermore, the presence of environmentally hazardous substances, or the failure to remediate damage caused by such substances, may adversely affect the Company's ability to sell or lease the relevant property at a level that would support the Company's investment strategy which would, in turn, have a material adverse effect on the Company's performance, financial condition and business prospects.

The Company also seeks to mitigate interest rate risk using derivative instruments. However, there can be no assurances or guarantees that the Company will successfully hedge against such risks or that adequate hedging arrangements will be available on an economically viable basis. Hedging arrangements may result in additional costs being incurred or losses being greater than if hedging had not been used.

The Company is required to comply with health and safety laws and regulation

A violation of health and safety laws or regulations relating to the Company's properties or a failure to comply with the instructions of the relevant health and safety authorities in respect of such properties could lead to criminal liability, criminal fines, costly compliance procedures, negative publicity, reputational damage and/or in certain circumstances a temporary shutdown of all or part of the Company's properties. Such violations, if substantial, could have a material adverse effect on the Company's business, prospects, financial condition and results of operations.

The Company and the Manager are both subject to laws and regulations enacted by national, regional and local governments and institutions

In particular, the Company is required to comply with certain statutory requirements under English law applicable to an English property company, the AIM Rules for Companies and the Disclosure Guidance and Transparency Rules and, from Initial Admission, the Listing Rules and the Disclosure Guidance and Transparency Rules. Compliance with and the monitoring of applicable regulations may be difficult, time consuming and costly. Any changes to such regulation could affect the market value of the Company's portfolio and/or the rental income of the portfolio.

The Company does not obtain political risk insurance

As such, government action could have a significant impact on the target investments of the Company. Changes to the existing legislation or policy or additional legislation or policies may be burdensome for the Company to implement and may as a result have a negative impact on the returns of the Company.

Government authorities are also actively involved in the application and enforcement of laws and regulations relating to taxation, land use and zoning and planning restrictions, environmental protection and safety and other matters

The application and enforcement of those laws and regulations could have the effect of increasing the expense and lowering the income or rate of return from, as well as adversely affecting the value of, the Company's assets.

The Company's use of derivative instruments may expose the Company to greater risk

The Company may utilise derivative instruments for efficient portfolio management purposes. Where the Company utilises derivative instruments, it is likely to take a credit risk with regard to the parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions that generally are backed by clearing organisation guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. Accordingly, the Company's use of derivative instruments may expose the Company to greater risk and have a material adverse effect on the Company's performance.

RISKS RELATING TO THE MANAGEMENT TEAM AND SERVICE PROVIDERS

The Company will be dependent on the efforts of the Management Team, together with the performance and retention of key personnel

The Company is reliant on the management and advisory services the Company receives from the Management Team. As a result, the Company's performance is, to a large extent, dependent upon the ability of the Management Team. Any failure to source suitable assets, execute transactions which offer the potential for satisfactory returns or successfully manage investments by the Management Team may have a material adverse effect on the Company's performance. Furthermore, there can be no assurance as to the continued involvement of the Management Team with the Company. The departure of any of the Management Team without adequate replacement may also have a material adverse effect on the Company's performance.

If any of the Management Team were to do anything or be alleged to do anything that may be the subject of public criticism or other negative publicity or may lead to investigation, litigation or sanction, this may have an adverse impact on the Company, even if the criticism or publicity is factually inaccurate or unfounded. Any damage to the reputation of the Management Team could result in potential counterparties and other third parties such as occupiers, landlords, joint venture partners, lenders or developers being unwilling to deal with the Company. Such reputational risk may not relate to the Company and its area of operations, but the public and/or press may connect the Company to the activities of the Manager and/or asset managers appointed by the Manager. Reputational damage to the Manager and/or asset managers appointed by the Manager could result in potential counterparties and third parties being unwilling to deal with the Manager and/or asset managers appointed by the Manager and therefore the Company and could adversely affect investors' perception of the Company. This may have a material adverse effect on the ability

of the Company to successfully pursue the Investment Objective and may have a material adverse effect on the Company's financial condition, business prospects and results of operations.

The Management Team's acquisition due diligence may not identify all risks and liabilities

Prior to entering into any agreement to acquire any property, the Management Team will perform or procure the performance of due diligence on the proposed investment. In so doing, they would typically rely in part on third parties to conduct a significant portion of this due diligence (such as surveyors' reports and legal reports on title and property valuations).

To the extent the Management Team or other third parties underestimate or fail to identify risks and liabilities associated with the investment in question, the Company may incur, directly or indirectly, unexpected liabilities, such as defects in title, an inability to obtain permits, or environmental, structural or operational defects requiring remediation. In addition, if there is a failure of due diligence, there may be a risk that properties are acquired which are not consistent with the Investment Objective and Investment Policy of the Company, that properties are acquired that fail to perform in accordance with projections or that material defects or liabilities are not covered by insurance proceeds. This may, in turn, have a material adverse effect on the Company's performance, financial condition and business prospects.

The obligations of the Manager under the Management Agreement are not guaranteed by any other person

The Pacific Group, its Affiliates and its other service providers may provide services to other clients which could compete directly or indirectly with the activities of the Company and may be subject to conflicts of interest in respect of its activities on behalf of the Company.

The Pacific Group, its Affiliates and its service providers are involved in other activities which may on occasion give rise to conflicts of interest with the Company. In particular: (i) the Pacific Group, its Affiliates or its service providers manages and/or advises other funds and may provide investment management, investment advisory or other services in relation to these funds or future funds which may have similar investment policies to that of the Company; (ii) the Pacific Group, its Affiliates or its service providers may carry on investment activities for their own accounts and for other accounts in which the Company has no interest; and (iii) the Pacific Group, its Affiliates or its other service providers may give advice and recommend investments to other managed accounts or investment funds which may differ from advice given to, or investments recommended or bought for, the Company, even though their investment policies may be the same or similar. If these conflicts of interest are managed to the detriment of the Company by the Pacific Group they could materially and adversely affect the performance of the Company.

RISKS RELATING TO THE SHARES

The value and/or market price of the Shares may go down as well as up

Prospective investors should be aware that the value and/or market price of the Shares may go down as well as up and that the market price of the Shares may not reflect the underlying value of the Company. The Shares may trade at a discount to NAV per Ordinary Share or to NAV per C Share (as appropriate) and Shareholders may be unable to realise their investments through the secondary market at a price equal to, or greater than, NAV per Ordinary Share or NAV per C Share as appropriate. The Shares may trade at a discount to NAV for a variety of reasons, including market conditions or to the extent that investors undervalue the activities of the Manager or discount the Company's valuation methodology and its judgements of value.

The market price of the Shares may not reflect the value of the underlying investments of the Company and may be subject to wide fluctuations in response to many factors, including, among other things, variations in the Company's operating results, additional issuances or future sales of the Shares or other securities exchangeable for, or convertible into, its Shares in the future, the addition or departure of Board members, expected dividend yield, divergence in financial results from stock market expectations, changes in stock market analyst recommendations regarding the UK commercial property market as a whole, the Company or any of its assets, a perception that other markets may have higher growth prospects, general economic conditions, prevailing interest rates, legislative changes in the Company's market, speculation in the press of investment community regarding the business of investments of the Company, and other events and

factors within or outside the Company's control. Stock markets experience extreme price and volume volatility from time to time, and this, in addition to general economic, political and other conditions, may materially adversely affect the market price for the Shares. The market value of the Shares may vary considerably from the Company's underlying Net Asset Value. There can be no assurance, express or implied, that Shareholders will receive back the amount of their investment in the Shares.

Dividend growth on the Ordinary Shares will depend principally on growth in rental and other income returns on the underlying assets (which may fluctuate) and the extent to which the Company is invested

If under the laws applicable to the Company there were to be a change to the basis on which dividends could be paid by it, this could have a negative effect on the Company's ability to pay dividends. Furthermore, if there are changes to the accounting standards or to the interpretation of accounting standards applicable to the Company this could have an adverse effect on the Company's ability to pay dividends.

In the absence of capital and/or income growth in the portfolio of the Company, once the net proceeds of the Issue have been invested the expected dividend policy of the Company will lead to a reduction in the NAV per Ordinary Share.

The Company may in the future issue new equity, which may dilute Shareholders' equity

The Company's ambition is to continue to grow and by building and continually reviewing its pipeline of potential acquisitions. Accordingly the Company may issue new equity in the future to fund additional investments. While the Articles contain pre-emption rights for Shareholders in relation to issues of shares in consideration for cash, such rights can be disapplied in certain circumstances. If pre-emption rights are disapplied, any additional equity financing may be dilutive to those Shareholders who cannot, or choose not to, participate in such financing. The Company has a LTIP, accounted for as an equity-settled share-based payment for the Manager and its Affiliates. The payment of the LTIP may be satisfied by the issue of new shares, which may have a material adverse effect on the total Shareholder returns and the price of the Shares.

If Shareholders did not take up such offer of Shares or were not eligible to participate in such offering, their proportionate ownership and voting interests in the Company would be reduced and the percentage that their Shares would represent of the total share capital of the Company would be reduced accordingly. An additional offering, or significant sales of shares by major shareholders, could have a material adverse effect on the market price of Shares as a whole.

Trading market for the Shares

The share price of listed companies can be volatile and shareholdings illiquid. The market price of the Shares may be subject to wide fluctuations in response to many factors, some specific to the Company and its operations and others to the broader equity markets in general, such as variations in the operating results of the Company, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, general economic conditions or legislative changes in the Company's sector. In addition, stock markets have from time to time experienced extreme price and volume fluctuations which could adversely affect the market price of the Shares.

Placing Programme Price

Whilst the Ordinary Shares to be issued pursuant to the Placing Programme will be issued at a Sterling price representing a premium to, and never lower than, an appropriate Sterling conversion of the applicable published Net Asset Value per Ordinary Share at the time of issuance, the Placing Programme Price for the Ordinary Shares may be less than the quoted market price for the Ordinary Shares.

The Placing Programme Price will be calculated by reference to the most recently published Net Asset Value per Ordinary Share. Such Net Asset Value per Ordinary Share will be determined on the basis of the information available to the Company at the time and may be subject to subsequent revisions. Accordingly, there is a risk that, had such Placing Programme Price been calculated by reference to information that emerged after the calculation date, it could have been greater or lesser than the Placing Programme Price

actually paid by investors. If such Placing Programme Price should have been less than the Placing Programme Price actually paid, investors will have paid more than intended. If the Placing Programme Price should have been greater than the Placing Programme Price actually paid, investors will have paid less than intended and, in certain circumstances, the Net Asset Value per Ordinary Share of the existing Ordinary Shares may have been diluted.

The Company's ability to pay dividends is dependent upon its ability to generate sufficient earnings and certain legal and regulatory restrictions including its loan-to-value being 50 per cent. or less

All dividends and other distributions paid by the Company will be made at the discretion of the Board. For the Company to continue to be eligible for REIT status, the Company will be required to distribute to Shareholders at least 90 per cent. of the income profits arising from its tax-exempt business. The payment of any such dividends or other distributions will, in general, depend on the ability of the members of the Company to generate realised profits and cash flow and their ability to pass such profits and cash flows to the Company on a timely basis. There is no guarantee that the target dividend and/or target NAV growth in respect of any period will be paid or achieved, as applicable.

The Company's target dividends and returns for the Ordinary Shares are based on assumptions which the Board and the Manager consider reasonable. However, there is no assurance that all or any assumptions will be justified, and the dividends and returns may be correspondingly reduced. In particular, there is no assurance that the Company will achieve its stated policy on dividends and/or returns. The target dividend and target return are targets only, are not profit forecasts and there is no guarantee that they can or will be achieved. Accordingly they should not be taken as an indication of the Company's expected future performance or results over any period. Consequently, investors should not place any reliance on the target return in deciding whether to invest in the Ordinary Shares.

The ability of Overseas Persons to bring actions or enforce judgments against the Company or the Directors may be limited

The ability of Overseas Persons to bring actions or enforce judgments against the Company or the Directors may be limited under law. The Company has been formed and registered under the laws of England and Wales. The rights of the Overseas Persons and the fiduciary duties that are owed to them and the Company may differ in material respects from the rights and duties that would be applicable if the Company were organised under the laws of a different jurisdiction.

An Overseas Person may not be able to enforce a judgment against some or all of the Directors. All of the current Directors are residents of the United Kingdom. Consequently, it may not be possible for an Overseas Person to effect service of process on the Directors within the Overseas Person's country of residence nor to enforce against the Directors judgments of courts of the Overseas Person's country of residence based on civil liabilities under that country's securities laws. Overseas Persons may be unable to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries outside the United Kingdom against the Directors who are residents of the United Kingdom or countries other than those in which a judgment is made. In addition, English or other courts may not impose civil liability on the Directors in any original action based solely on foreign securities laws brought against the Company or the Directors in a court of competent jurisdiction in England or other countries.

There is no public market for shares in the United States or elsewhere outside of the UK

There is currently no public market for the Ordinary Shares in the United States or elsewhere outside of the United Kingdom. The Shares have not been, and will not be, registered under the U.S. Securities Act or any state securities laws of the United States and will be subject to significant restrictions on resale in the United States. The Company does not intend to apply for a listing of the Shares on a securities exchange in the United States or elsewhere outside the United Kingdom. As a consequence, an active trading market is not expected to develop for the Shares outside of the United Kingdom and investors outside the United Kingdom may not be able to sell them at an acceptable price or at all.

The Company has not, and will not, register as an investment company under the U.S. Investment Company Act

The Company is not, and does not intend to become, registered in the United States as an investment company under the U.S. Investment Company Act and related rules. The U.S. Investment Company Act provides certain protections to investors and imposes certain restrictions on companies that are registered as investment companies. As the Company is not so registered and does not plan to register, none of these protections or restrictions are or will be applicable to the Company. If the Company were to become subject to the U.S. Investment Company Act because of a change of law or otherwise, the various restrictions imposed by the U.S. Investment Company Act, and the substantial costs and burdens of compliance therewith, could adversely affect the operating results and financial performance of the Company. Moreover, parties to a contract with an entity that has improperly failed to register as an investment company under the U.S. Investment Company Act may be entitled to cancel or otherwise void their contracts with the unregistered entity and shareholders in that entity may be entitled to withdraw their investment.

RISKS RELATING TO STRUCTURE, REGULATION AND TAXATION

If the Company fails to remain qualified as a REIT, its rental income and gains will be subject to UK corporation tax

The Company, as the principal company of the Group, has given notice to HMRC (in accordance with Section 523 CTA 2010) that the Group is a group UK REIT and must continue to comply with certain ongoing regulations and conditions (including minimum distribution requirements) thereafter. The requirements for maintaining REIT status are complex.

The Company cannot guarantee continued compliance with all of the REIT conditions and there is a risk that the REIT regime may cease to apply in some circumstances. HMRC may require the Group to exit the REIT regime if:

it regards a breach of the conditions or failure to satisfy the conditions relating to the tax-exempt business, or an attempt to obtain a tax advantage, as sufficiently serious;
the Company or the Group has committed a certain number of minor breaches in a specified period; or
it has given the members of the Group at least two notices in relation to the obtaining of a tax advantage within a ten year period.

In addition, if the conditions for REIT status relating to the share capital of the Company or the prohibition on entering into loans with abnormal returns are breached, or the Company ceases to be UK resident, becomes dual resident or an open ended investment company, the Company will automatically lose its REIT status. The Company could also lose its status as a REIT as a result of actions by third parties, for example, in the event of a successful takeover by a company that is not a REIT or due to a breach of the close company condition after the period of three years beginning with the date that the Group becomes a REIT, if it is unable to remedy the breach within a specified timeframe.

If the Group fails to remain qualified as a REIT, members of the Group may be subject to UK corporation tax on some or all of their property rental income and chargeable gains on the sale of properties which would reduce the amounts available to distribute to investors.

If, within 10 years of joining the REIT regime, the Group were to be required by HMRC to leave the REIT regime, or if it automatically loses its REIT status, HMRC has wide powers to direct how it is to be taxed (both before and after it leaves the REIT regime). This could substantially reduce the Company's reserves available to make distributions to Shareholders and the yield on the Ordinary Shares. In addition, incurring a tax liability might require the Company to borrow funds, liquidate some of its assets or take other steps that could have a material adverse effect on the Company's performance, financial condition and business prospects.

The Company's status as a REIT may restrict distribution opportunities to Shareholders

A REIT may become subject to an additional tax charge if it pays a dividend to, or in respect of, a Substantial Shareholder. This additional tax charge will not be incurred if the Company has taken reasonable steps to

avoid paying dividends to a Substantial Shareholder. Therefore, the Articles contain provisions designed to avoid the situation where dividends may become payable to a Substantial Shareholder. These provisions provide the Directors with powers to identify Substantial Shareholders and to prohibit the payment of dividends on shares that form part of a Substantial Shareholding, unless certain conditions are met.

The Articles also allow the Board to require the disposal of shares forming part of a Substantial Shareholding in certain circumstances where the Substantial Shareholder has failed to comply with the above provisions.

Adverse changes in taxation law and in the tax position of the Company

This document is prepared in accordance with current taxation laws and practice in the UK. UK taxation legislation and interpretation is subject to change. The taxation of an investment in the Company depends on the individual circumstances of investors. Any change in the Company's tax position or status or in tax legislation or proposed legislation, or in the interpretation of tax legislation or proposed legislation by tax authorities or courts, or tax rates, could adversely affect the Company's ability to pay dividends, dividend growth and the market value of the Ordinary Shares and thus may alter the net return to investors. In particular, an increase in the rates of SDLT could have a material impact on the price at which UK land can be acquired and, therefore, on asset values. The UK government has been known to introduce retrospective tax legislation and this cannot be ruled out in the future.

Distribution requirements may limit the Company's flexibility in executing the Company's acquisition plans

The Company's business model contemplates continuing future growth to its investment portfolio through the acquisition of commercial property. However, to maintain the Group's REIT status, the Company is required to distribute annually (either in cash or by way of stock dividend) to Shareholders, at least 90 per cent. of the Group's profits of its Qualifying Property Rental Business as calculated for tax purposes (together with 100 per cent. of any PIDs received from investments in other REITs) each year by way of Property Income Distribution. The Company would be required to pay tax at regular corporation tax rates on any shortfall to the extent that it distributes as a Property Income Distribution less than the amount required to meet the 90 per cent. distribution test each year. Therefore, the Company's ability to grow its investment portfolio through acquisitions with a value in excess of its permitted retained earnings and uninvested capital will be limited by the Company's ability to obtain further debt or equity financing.

The Company may be a Passive Foreign Investment Company, which may result in adverse U.S. federal income tax consequences for U.S. Persons holding Ordinary Shares

Generally, if for any taxable year 75 per cent. or more of the Company's gross income is passive income, or at least 50 per cent. of the average quarterly value of the Company's assets are held for the production of, or produce, passive income, the Company would be characterized as a passive foreign investment company ("PFIC") for U.S. federal income tax purposes. Based on the current profile of the Company's gross income, gross assets, and the nature of its business, the Company may be a PFIC for the current taxable year and future taxable years. PFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year. The Company has not made a determination of expected PFIC status for the current taxable year and does not anticipate making such determination in future years. As a result, there can be no assurance that the Company will not be a PFIC for the current or future taxable years. If the Company is characterized as a PFIC, the Company's shareholders who are U.S. Persons may suffer adverse tax consequences, including (i) the treatment of gains realized on the sale of the Ordinary Shares as ordinary income, rather than as capital gain and (ii) the incurrence of interest on income taxes from gains realized on the sale of Ordinary Shares as if such taxes were payable ratably in each year during the U.S. Person's holding period in the Ordinary Shares.

Part 3

Important Information

GENERAL

No person has been authorised by the Company to issue any advertisement or to give any information or to make any representations in connection with the offering or sale of Shares other than those contained in this document and any supplementary prospectus published by the Company prior to Initial Admission (in the case of the Initial Issue) or the relevant Admission of any Shares issued pursuant to a Subsequent Placing under the Placing Programme and, if issued, given or made, such advertisement, information or representation must not be relied upon as having been authorised by the Company, the Manager, Singer, Panmure Gordon, Kinmont or Alvarium. Without prejudice to the Company's obligations under the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR, neither the delivery of this document nor any subscription for, or purchase of, Shares pursuant to the Initial Issue and/or the Placing Programme, under any circumstances, creates any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this document.

Prospective investors should not treat the contents of this document as advice relating to legal, taxation, investment or any other matters. Prospective investors should inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer, conversion, redemption or other disposal of Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer, conversion, redemption or other disposal of Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer, conversion, redemption or other disposal of, or subscription for Shares. Prospective investors must rely upon their own legal advisers, accountants and other financial advisers as to legal, tax, investment or any other related matters concerning the Company and an investment in the Shares.

This document should be read in its entirety before making any application for Shares. All Shareholders are entitled to the benefit of and are bound by and are deemed to have notice of, the provisions of the Articles.

This document does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction: (i) in which such offer or solicitation is not authorised; or (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer or solicitation. The distribution of this document and the offering of Shares in certain jurisdictions may be restricted and accordingly persons into whose possession this document is received are required to inform themselves about and to observe such restrictions.

FOR THE ATTENTION OF UNITED STATES RESIDENTS

The Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Shares may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the Shares in the United States. The Shares are being offered or sold (i) outside the United States in offshore transactions as defined in and pursuant to Regulation S and (ii) with respect to the Initial Placing and any Subsequent Placing only, within the United States, only to QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Company has not been and will not be registered under the U.S. Investment Company Act and investors will not be entitled to the benefits of the U.S. Investment Company Act.

The Shares are subject to restrictions on transferability and resale and may not be transferred or resold, except as permitted under applicable securities laws and regulations, including the U.S. Securities Act, and under the Articles. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions and may subject the holder to the forced transfer and other provisions set out in the Articles.

Service of Process and Enforceability of Civil Liabilities

All of the Directors are residents of the UK, and the Company has been incorporated under English law. Service of process upon Directors and officers of the Company may be difficult to obtain within the United States. Shareholders based in the United States may have difficulties enforcing in courts outside the United States judgments obtained in U.S. courts against some of the Directors or the Company (including actions under the civil liability provisions of the U.S. securities laws). In addition, an award or awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in the United Kingdom.

Shareholder may also have difficulty enforcing liabilities under the US securities laws in legal actions originally brought in jurisdictions located outside the United States.

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA

The offer and sale of Shares has not been and will not be registered under the applicable securities laws of Canada, Japan, Australia or the Republic of South Africa. Subject to certain exemptions, the Shares may not be offered to or sold within Canada, Japan, Australia or the Republic of South Africa or to any national, resident or citizen of such territories.

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN THE UNITED KINGDOM

No Shares have been offered or will be offered pursuant to the Initial Issue or the Placing Programme to the public in the United Kingdom prior to the publication of a prospectus in relation to the Shares which has been approved by the Financial Conduct Authority, except that the Shares may be offered to the public in the United Kingdom at any time:

to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;
to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of Singer, Panmure Gordon and Alvarium for any such offer; or
in any other circumstances falling within Section 86 of the FSMA,

provided that no such offer of the Shares shall require the Company to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an "offer to the public" in relation to the Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Shares and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

In addition, Shares will only be offered to the extent that the Shares are permitted to be marketed in the UK pursuant to the UK AIFM Regime.

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

In relation to each Member State of the European Economic Area (each a "Relevant State"), no Shares have been offered or will be offered pursuant to the Initial Issue or the Placing Programme to the public in that Relevant State prior to the publication of a prospectus in relation to the Shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the EU Prospectus Regulation, except that the Shares may be offered to the public in that Relevant State at any time:

to any legal entity which is a qualified investor as defined under Article 2 of the EU Prospectus Regulation;
to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the EU Prospectus Regulation), subject to obtaining the prior consent of Singer, Panmure Gordon and Alvarium for any such offer; or
in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,

provided that no such offer of the Shares shall require the Company to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.

For the purposes of this provision, the expression an "offer to the public" in relation to the Shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Shares, and the expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129.

In addition, Shares will only be offered to the extent that the Shares are permitted to be marketed in the Relevant State pursuant to the EU AIFM Directive or can otherwise be lawfully offered or sold (including on the basis of an unsolicited request from a professional investor).

NOTICE TO PROSPECTIVE INVESTORS IN BELGIUM

No Ordinary Shares have been offered or will be offered pursuant to the Issue to the public in Belgium prior to the publication of a prospectus within the meaning of the EEA Prospectus Regulation or a prospectus and an information note within the meaning of the Belgian Act of 11 July 2018 on public offers of investment instruments and admission of investment instruments to trading on regulated markets. The Ordinary Shares may be offered only to professional investors in Belgium within the meaning of the EU AIFM Directive. The Belgian Financial Services and Markets Authority (the "Belgium FSMA") has not passed upon the accuracy or adequacy of this Prospectus or otherwise approved or authorised the offering of the Ordinary Shares to investors resident in Belgium. Furthermore, the AIFM will shortly notify its intention to market Ordinary Shares of the Company in Belgium to the FSMA in accordance with Article 498 of the Belgian Act of 19 April 2014 on alternative investment funds and their managers.

NOTICE TO PROSPECTIVE INVESTORS IN OTHER JURISDICTIONS

The distribution of this document in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should in inform themselves about and observe any such restrictions.

INTERMEDIARIES

Under the Intermediaries Offer, the Ordinary Shares are being offered to Intermediaries who will facilitate the participation of their retail investor clients (and any member of the public who wishes to become a client of that Intermediary) located in the United Kingdom, the Channel Islands and the Isle of Man. The Company consents to the use of this document in connection with any subsequent resale or final placement of securities by the Intermediaries in the United Kingdom, the Channel Islands and the Isle of Man on the following terms: (i) in respect of the Intermediaries who have been appointed prior to the date of this document, as listed in paragraph 17 of Part 14 (General Information) of this document; and (ii) in respect of the Intermediaries who are appointed after the date of this document, a list of which appears on the Company's website, from the date on which they are appointed to participate in connection with any subsequent resale or final placement of securities and, in each case, until the closing of the period for the subsequent resale or final placement of securities by the Intermediaries at 11.00 a.m. on 2 December 2021, unless closed prior to that date.

The offer period within which any subsequent resale or final placement of securities by the Intermediaries can be made and for which consent to use this document is given commences on 15 November 2021 and closes at 11.00 a.m. on 2 December 2021, unless closed prior to that date (any such prior closure to be announced via a Regulatory Information Service).

Any Intermediary that uses this document must state on its website that it uses this document in accordance with the Company's consent and the conditions attached thereto. In the event of an offer being made by an Intermediary, such Intermediary is required to provide information on the terms and conditions of the Intermediaries Offer to any prospective investor who has expressed an interest in participating in the Intermediaries Offer to such Intermediary at the time the offer is made. Information on the terms and conditions of any subsequent resale or final placement of securities by any financial intermediary is to be provided at the time of the offer by the financial intermediary.

The Company consents to the use of this document and accepts responsibility for the information contained in this document with respect to subsequent resale or final placement of securities by any financial intermediary given consent to use this document.

Any new information with respect to Intermediaries unknown at the time of approval of this document will be available on the Company's website at www.urbanlogisticsreit.com.

Further details of the Intermediaries Offer are set out on page 149 of this document. Information with respect to the Intermediaries (including a list of the Intermediaries that have been appointed in connection with the Intermediaries Offer) will be available on the Company's website (www.urbanlogisticsreit.com).

NON-MAINSTREAM POOLED INVESTMENTS AND MIFID II

As a REIT, the Shares are "excluded securities" under the FCA's rules on nonmainstream pooled investments. Accordingly, the promotion of the Shares is not subject to the FCA's restriction on the promotion of non-mainstream pooled investments.

The Company intends to conduct its affairs so that its Shares can be recommended by financial advisers to retail investors in accordance with the rules on the distribution of financial instruments under The Markets in Financial Instruments Directive II ("MiFID II"). The Directors consider that the requirements of Article 57 of the MiFID II delegated regulation of 25 April 2016 will be met in relation to the Ordinary Shares and that, accordingly, the Ordinary Shares should be considered "non-complex" for the purposes of MiFID II.

ELIGIBILITY FOR INVESTMENT BY UCITS OR NURS

The Company has been advised that the Ordinary Shares should be "transferable securities" and, therefore, should be eligible for investment by UCITS or NURS on the basis that: (i) the Company is a closed-ended investment company incorporated in England and Wales as a public limited company; and (ii) the Ordinary Shares are to be admitted to trading on the main market of the London Stock Exchange. The manager of a UCITS or NURS should, however, satisfy itself that the Ordinary Shares are eligible for investment by that fund, including a consideration of the factors relating to that UCITS or NURS itself, specified in the rules of the FCA.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook (the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares to be issued pursuant to the Initial Issue and Subsequent Placings are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Issue and the Placing Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Singer, Panmure Gordon and Alvarium will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA's Conduct of Business Sourcebook; or (b) a

recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Shares and determining appropriate distribution channels.

PRIIPS REGULATION

In accordance with the PRIIPs Regulation, a Key Information Document in respect of the Ordinary Shares has been prepared by the Manager and is available to investors at www.urbanlogisticsreit.com/investors/key-information-document. If any C Shares are offered pursuant to the Placing Programme, a Key Information Document in respect of such C Shares will be prepared by the Manager and will be available to investors at www.urbanlogisticsreit.com/investors/key-information-document. If you are distributing the Ordinary Shares or any C Shares, it is your responsibility to ensure that the relevant Key Information Document is provided to any clients that are "retail clients" pursuant to the PRIIPs Regulation.

The Manager is the only manufacturer of the Shares for the purposes of the PRIIPs Regulation and none of Singer, Panmure Gordon or Alvarium is a manufacturer for these purposes. None of Singer, Panmure Gordon or Alvarium make any representations, express or implied, or accepts any responsibility whatsoever for the contents of any Key Information Document prepared by the Manager nor accepts any responsibility to update the contents of any Key Information Document in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such Key Information Documents to future distributors of Shares. Each of Singer, Panmure Gordon, Alvarium and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of any Key Information Document prepared by the Manager.

DATA PROTECTION

The information that a prospective investor in the Company provides in documents in relation to a subscription for Shares or subsequently by whatever means which relates to the prospective investor (if it is an individual) or a third party individual ("personal data") will be held and processed by the Company (and any third party in the United Kingdom to whom it may delegate certain administrative functions in relation to the Company) in compliance with: (a) the relevant data protection legislation and regulatory requirements of the United Kingdom (the "Data Protection Legislation"); and (b) the Company's privacy notice, a copy of which is available for consultation on the Company's website at https://www.urbanlogisticsreit.com/privacy/ ("Privacy Notice") (and if applicable any other third party delegate's privacy notice).

Without limitation to the foregoing, each prospective investor acknowledges that it has been informed that such information will be held and processed by the Company (or any third party, functionary, or agent appointed by the Company, which may include, without limitation, the Registrar) in accordance with and for the purposes set out in the Company's Privacy Notice which include:

verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
carrying out the business of the Company and the administering of interests in the Company; and
meeting the legal, regulatory, reporting and/or financial obligations of the Company in the United Kingdom or elsewhere or any third party functionary or agent appointed by the Company.

Where necessary to fulfil the purposes set out above and in the Privacy Notice, the Company (or any third party, functionary, or agent appointed by the Company, which may include, without limitation, the Registrar) will:

disclose personal data to third party service providers, affiliates, agents or functionaries appointed by the Company or its agents to operate and administer the Company; and
transfer personal data outside of the UK to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective investors provided that suitable safeguards are in place for the protection of such personal data, details of which shall be set out in the Privacy Notice or otherwise notified from time to time.

The foregoing processing of personal data is required in order to perform the contract with the prospective investor, to comply with the legal and regulatory obligations of the Company or otherwise is necessary for the legitimate interests of the Company.

If the Company (or any third party, functionary or agent appointed by the Company, which may include, without limitation, the Registrar) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will ensure that adequate safeguards are in place for the protection of such personal data, details of which shall be set out in the Privacy Notice or otherwise notified from time to time.

Prospective investors are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions. Individuals have certain rights in relation to their personal data; such rights and the manner in which they can be exercised are set out in the Company's Privacy Notice.

PRESENTATION OF FINANCIAL INFORMATION

The financial statements of the Group referred to in this document have been prepared in accordance with the requirements of IFRS and the Prospectus Regulation Rules and the Listing Rules. All future financial information for the Group will be prepared under UK IFRS.

Certain financial and statistical information contained in this document has been rounded to the nearest whole number or the nearest decimal place. Therefore, the actual arithmetic total of the numbers in a column or row in a certain table may not conform exactly to the total figure given for that column or row. In addition, certain percentages presented in the tables in this document 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.

None of the financial information used in this Prospectus has been prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") or audited in accordance with auditing standards generally accepted in the United States of America ("U.S. GAAS") or auditing standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"). U.S. GAAS and the auditing standards of the PCAOB do not provide for the expression of an opinion on accounting standards which have not been finalised and are still subject to modification, as is the case with accounting standards as adopted for use in the EU and included in the financial statements of the Company referred to in this document. Accordingly, it would not be possible to express any opinion on the financial statements of the Company referred to in this document under U.S. GAAS or the auditing standards of the PCAOB. In addition, there could be other differences between the auditing standards issued by the Financial Reporting Council in the United Kingdom and those required by U.S. GAAS or the auditing standards of the PCAOB. Potential investors should consult their own professional advisers to gain an understanding of the financial statements of the Company referred to in this document and the implications of differences between the auditing standards noted herein.

The financial information included in this Prospectus is not intended to comply with the U.S. Securities and Exchange Commission reporting requirements. Compliance with such requirements would entail the modification, reformulation or exclusion of certain financial measures and changes to the presentation of certain other information. No reconciliation to U.S. GAAP is provided in this Prospectus.

UK IFRS

UK legislation, in conformity with the Companies Act 2006, has adopted all IFRSs issued by the International Accounting Standards Board as adopted by the EU on or before the 31 December 2020. On 31 December 2020, UK and EU-adopted IFRS were therefore aligned. From 1 January 2021, any new or amended international financial reporting standards will require separate independent endorsement in the UK to become part of UK IFRS.

PRESENTATION OF MARKET AND OTHER DATA

Market and economic data used throughout this document is sourced from various independent sources. The Company confirms that such data has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.

CURRENCY PRESENTATION

Unless otherwise indicated, all references in this document to “£”, “pence” or “GBP” are to the lawful currency of the UK, all references in this document to “Euro” or “€” are to the currency adopted by those nations participating in the third stage of the economic and monetary union provisions of the Treaty on European Union, signed at Maastricht on 7 February 1992 and all references in this document to “US$” are to the lawful currency of the United States.

DEFINITIONS

Capitalised terms contained in this document shall have the meanings ascribed to them in Part 17 (Definitions) of this document, save where the context indicates otherwise.

EUROPEAN UNION LEGISLATION

If and when a European Union instrument is incorporated into the law of the United Kingdom, a reference to that European Union instrument in this document shall, except where the context requires otherwise, mean the European Union instrument as so incorporated and any enactment, statutory provision or subordinate legislation that from time to time (with or without modifications) re-enacts, replaces or consolidates it for the purposes of the law of the United Kingdom.

WEBSITE

Without limitation, neither the contents of the Company's or the Manager's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's or the Manager's website (or any other website) is incorporated into, or forms part of this document, or has been approved by the FCA. Investors should base their decision whether or not to invest in the Shares on the contents of this document and any supplementary prospectus published by the Company prior to Initial Admission (in the case of the Initial Issue) or the relevant Admission of any Shares issued pursuant to a Subsequent Placing under the Placing Programme alone.

GOVERNING LAW

Unless otherwise stated, statements made in this document are based on the law and practice currently in force in England and Wales and are subject to changes therein.

FORWARD LOOKING STATEMENTS

This document contains forward looking statements, including, without limitation, statements containing the words "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievement of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.

Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward looking statements. These forward looking statements speak only as at the date of this document. Subject to its legal and regulatory obligations (including under the Prospectus Regulation Rules), the Company expressly disclaims any obligations to update or revise any forward looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate

regulatory authority, including FSMA, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR.

Nothing in the preceding two paragraphs should be taken as limiting the working capital statement in paragraph 11 of Part 14 (General Information) of this document.

Part 4

Expected Timetable, Statistics, Dealing Codes and LEI

1 EXPECTED TIMETABLE

1.1 Expected Initial Issue timetable

Publication of this document and Initial Placing, Offer for Subscription and Intermediaries Offer opens 15 November 2021

Latest time and date for applications from the Intermediaries in respect of the Intermediaries Offer 11.00 a.m. on 2 December 2021(1)

Latest time and date for applications under the Offer for Subscription 11.00 a.m. on 2 December 2021

Latest time and date for receipt of commitments under the Initial Placing 1.00 p.m. on 2 December 2021

Announcement of the results of the Initial Issue by 3 December 2021

Ordinary Shares cease to be traded on AIM(2) 7 December 2021

Initial Admission and dealings in the existing Ordinary Shares and the Ordinary Shares issued pursuant to the Initial Issue commence(2) 8.00 a.m. on 7 December 2021

Crediting of CREST stock accounts in respect of the Ordinary Shares issued pursuant to the Initial Issue as soon as reasonably practicable after 8.00 a.m. on 7 December 2021

Where applicable, definitive share certificates despatched in respect of the Ordinary Shares(3) within 10 Business Days of Initial Admission

(1) Applications under the Intermediaries Offer are advised to check with their Intermediary as certain Intermediaries will close their offer period sooner in the day.

(2) The existing Ordinary Shares ceasing to be traded on AIM and the admission of the existing Ordinary Shares to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market is not conditional upon completion of the Initial Issue.

(3) Underlying applicants who apply to Intermediaries for Ordinary Shares under the Intermediaries Offer will not receive share certificates.

The dates and times specified above are subject to change subject to agreement between the Company, the Manager, Singer, Panmure Gordon and Alvarium. All references to times in this document are to London time unless otherwise stated. Any changes to the expected timetable will be notified by the Company via a Regulatory Information Service.

1.2 Expected Placing Programme timetable

Placing Programme Opens 15 November 2021

Announcement of the results of each Subsequent Placing as soon as practicable after the closing of each Subsequent Placing

Admission and crediting of CREST stock accounts in respect of each Subsequent Placing as soon as practicable after the closing of each Subsequent Placing

Where applicable, definitive share certificates despatched in respect of Shares issued pursuant to each Subsequent Placing

approximately one week after the Admission of Shares pursuant to a Subsequent Placing

Placing Programme closes and last date for Shares to be issued pursuant to the Placing Programme

14 November 2022

2 STATISTICS

2.1 Initial Issue Statistics

Number of existing Ordinary Shares in issue(1) 324,916,587

Issue Price per Ordinary Share 170 pence

Target number of new Ordinary Shares to be issued(2) 117,647,059

Target number of new Ordinary Shares to be issued as a percentage of the existing Ordinary Shares(3),(4) 36.2 per cent.

Number of Ordinary Shares in issue immediately following Initial Admission(3),(4) 442,563,646

Target number of new Ordinary Shares to be issued as a percentage of the Enlarged Share Capital(3),(4) 26.6 per cent.

Initial Gross Proceeds to be received by the Company(3),(4) £200 million

Estimated expenses of the Initial Issue(4), (5) £4 million

Estimated Initial Net Proceeds to be received by the Company(3),(4) £196 million

(1) As at 12 November 2021, being the latest practicable date prior to the publication of this document.

(2) The Company is targeting the issue of 117,647,059 new Ordinary Shares (subject to a maximum of 147,058,824 new Ordinary Shares) pursuant to the Initial Issue. There is no minimum number of Ordinary Shares to be issued pursuant to the Initial Issue. The number of Ordinary Shares to be issued pursuant to the Initial Issue, and therefore the Initial Gross Proceeds and the Initial Net Proceeds of the Initial Issue, are not known as at the date of this document but will be notified by the Company via a Regulatory Information Service prior to Initial Admission. If the Initial Issue does not proceed, subscription monies received will be returned without interest (at the risk of the applicant) to the applicant from whom the money was received, within 14 calendar days. In the event that such dates change, the Company will notify investors who have applied for Ordinary Shares of changes to the timetable either by post, by electronic mail or by the publication of a notice through a Regulatory Information Service. Admission of the existing Ordinary Shares.

(3) Assuming no Ordinary Shares issued between the date of this document and Initial Admission

(4) Assuming 117,647,059 new Ordinary Shares are issued pursuant to the Initial Issue.

(5) No expenses are being charged to investors.

2.2 Placing Programme Statistics

Maximum number of Shares to be issued pursuant to the Placing Programme 350 million new Shares (less the number of Ordinary Shares issued under the Initial Issue)

Minimum Placing Programme Price in respect of the Ordinary Shares at least estimated Net Asset Value per Ordinary Share plus a premium intended to at least cover the costs and expenses of such issue (including, without limitation, any placing commissions)(1)

Placing Programme Price in respect of C Shares 100 pence

(1) No expenses are being charged to investors.

3 DEALING CODES AND LEI

The dealing codes for the Ordinary Shares are as follows:

ISIN GB00BYV8MN78
SEDOL BYV8MN7
TIDM SHED

The dealing codes for the C Shares are as follows:

ISIN GB00BNG9H444
SEDOL BNG9H44
TIDM SHDC

The LEI for the Company is 213800P6ODJW2UFNDC37.

Part 5

Directors, Secretary and Advisers

Directors
Nigel Rich (Independent Non-Executive Chair)
Bruce Anderson (Independent Non-Executive Director)
Jonathan Gray (Independent Non-Executive Director)
Heather Hancock (Independent Non-Executive Director)
Mark Johnson (Non-Independent Non-Executive Director)
Richard Moffitt (Non-Independent Non-Executive Director)

Registered office
6th Floor
65 Gresham Street
London EC2V 7NQ

Manager
PCP2 Limited*
124 Sloane Street
London SW1X 9BW

Sponsor and Joint Financial Adviser
Singer Capital Markets Advisory LLP
One Bartholomew Lane
London EC2N 2AX

Joint Bookrunner and Intermediaries Offer Adviser
Singer Capital Markets Securities Limited
One Bartholomew Lane
London EC2N 2AX

Joint Financial Adviser and Joint Bookrunner
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF

Joint Bookrunner
Alvarium Securities Limited
10 Old Burlington Street
London W1S 3AG

Joint Financial Adviser
Kinmont Limited
5 Clifford Street
London W1S 2LG

Company Secretary
Link Company Matters Limited
Central Square
10th Floor
29 Wellington Street
Leeds LS1 4DL

Solicitors to the Company (as to English law)
Gowling WLG (UK) LLP
4 More London Riverside
London SE1 2AU

Solicitors to the Company (as to US law)
Travers Smith LLP
10 Snow Hill
London EC1A 2AL

Solicitors to the Sponsor, Joint Financial Adviser and Joint Bookrunners
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH

Reporting Accountants
RSM UK Corporate Finance LLP
25 Farringdon Street
London EC4A 4AB

Auditor
RSM UK Audit LLP
25 Farringdon Street
London EC4A 4AB

Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZY

Receiving Agent
Computershare Investor Services PLC
Corporate Actions Projects
Bristol BS99 6AH

Depositary
Indos Financial Limited
The Scalpel
18th Floor
52 Lime Street
London EC3M 7AF

Valuer
CBRE Limited
St Martin's Court
10 Paternoster Row
London EC4M 7HP

Public Relations Adviser
Buchanan Communications Ltd
107 Cheapside
London EC2V 6DN

On 18 June 2021 the Company announced that, as part of an internal reorganisation of the Pacific Group, Pacific Capital Partners Limited novated its appointment as the Company's alternative investment fund manager to PCP2 Limited, another wholly owned subsidiary in the Pacific Group.

Part 6

The Company

1 INTRODUCTION

Urban Logistics REIT plc was incorporated in England and Wales on 8 December 2015. The Company carries on business as the principal company of a REIT, investing in UK based industrial and logistic properties (typically single let).

The Company's Ordinary Shares were admitted to trading on AIM on 13 April 2016. Since the AIM IPO, the Company has raised a further £430 million via a number of additional equity fund raisings. As at 12 November 2021 (being the latest practicable date prior to the publication of this document), the Company had a market capitalisation of c.£576.7 million. Since its AIM IPO, the Company has paid or declared cumulative dividends amounting to 38 pence per Ordinary Share.

As at 30 September 2021, the Company had a Portfolio value of £660.5 million and an EPRA NTA per Ordinary Share of 164.30p.

On 11 November 2021 the Company announced its interim results for the six months ended 30 September 2021, including an update on financial and operating performance, acquisitions activity and deployment of capital, and that the Manager had identified a substantial new pipeline of high quality logistics properties, the majority of which have been sourced off-market. The total pipeline, as at 12 November 2021, was in excess of £400 million with an average net initial yield ("NIY") of c.5.4 per cent.

Other highlights from the interims results for the six months ended 30 September 2021 were as follows:

Financial Highlights

EPRA net tangible assets ("NTA") of 164.30 pence per share (+7.9 per cent. since March 2021: 152.33 pence);
IFRS net assets of £533.6 million, +37.7 per cent. increase (March 2021: £387.5 million);
Dividend per share 3.25 pence (H1 2020: 3.25 pence);
Net rental income £16.0 million, +69.6 per cent. increase (H1 2020: £9.4 million);
Profit before tax £50.3 million, +412.8 per cent. increase (H1 2020: £9.8 million);
Adjusted earnings per share of 3.46 pence, +8.5 per cent. increase (H1 2020: 3.19 pence);
Total Property Return of 11.8 per cent. (H1 2020: 8.0 per cent.);
Total Accounting Return of 10.7 per cent., increase of +94.5 per cent. (H1 2020: 5.5 per cent.); and
£108 million of equity raised in July 2021.

Operational Highlights

99.7 per cent. of rents demanded in the period to 30 September 2021;
Portfolio valuation £660.5 million, +91 per cent. increase (H1 2020: £345.9 million);
Portfolio like-for-like valuation growth of 11.3 per cent. (H1 2020: 5.0 per cent.);
EPRA vacancy rate of 0.6 per cent. (H1 2020: 3.0 per cent.);
Gross to net rental income ratio 96.0 per cent. (H1 2020: 98.4 per cent.);
WAULT of 7.9 years (H1 2020: 5.5 years);
EPC ratings of A-C across 80.1 per cent. portfolio (H1 2020: 72.8 per cent.);
Eleven logistics properties acquired;
Committed to forward fund the development of 6 new assets during the period; and
Total portfolio of 91 assets, covering 5.8 million sq ft.

Post-period end

The Company has entered into the following transactions after 30 September 2021:

A forward funding agreement to redevelop a 120,750 sq ft, property for a total cost of £13.3 million. The target net initial yield (NIY) is 6.2 per cent.
A 121,078 sq ft vacant property near Andover. The property was purchased for £12.0 million, at a target NIY of 5.8 per cent.
A 239,867 sq ft warehouse near Spennymoor, Durham. The property was purchased for £8.7 million, at a NIY of 8.2 per cent.
A 137,962 sq ft warehouse in Driffield. The property was purchased for £8.4 million, at a NIY of 6.4 per cent.
A 27,366 sq ft property in Ashton in Makerfield, Wigan. The property was purchased for £2.7 million, at a NIY of 5.0 per cent.
The Company has committed or deployed £134 million of capital following its July equity raise.
Substantial pipeline of approximately £400 million of new assets identified.

The Company has determined that it would be advantageous to raise further funds for investment over the following year. To that end, the Company is proposing to conduct an Initial Placing, Offer for Subscription and Intermediaries Offer (the "Initial Issue") targeting 117,647,059 new Ordinary Shares at £1.70 per share (the "Issue Price"), to raise gross proceeds of £200 million. The Company is also taking the opportunity to propose a new Placing Programme for up to 350 million new Shares less the number of Ordinary Shares to be issued pursuant to the Initial Issue, the net proceeds of which will be utilised by the Company to fund investments in accordance with the Company's investment policy and for general working capital purposes.

The Directors also believe that the market capitalisation of the Company now justifies a move to the Main Market. Accordingly, applications will be made to the FCA and the London Stock Exchange respectively for the existing Ordinary Shares, any new Ordinary Shares issued in connection with the Initial Issue and, in due course, any new Shares issued in connection with the Placing Programme to be admitted to listing on the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market.

Applications will be made to the FCA and the London Stock Exchange respectively for the Ordinary Shares arising on Conversion of any C Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market. The existing Ordinary Shares ceasing to be traded on AIM and the admission of the existing Ordinary Shares to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market is not conditional upon completion of the Initial Issue.

2 BACKGROUND TO, REASONS FOR AND THE BENEFITS OF, ADMISSION, THE INITIAL ISSUE AND THE PLACING PROGRAMME

The Manager has identified a substantial new pipeline of high quality logistics properties, the majority of which have been sourced off-market. The total pipeline, as at 12 November 2021, was in excess of £400 million with an average net initial yield ("NIY") of c.5.4 per cent. Further statistics on the pipeline, as at 12 November 2021, are as follows:

	South East	Midlands	North West	Yorkshire & North East
Purchase price	£103.4m	£180.5m	£38.0m	£90.2m
Net initial yield	5.2%	5.4%	5.1%	5.5%
Contracted rent	£2.1m	£10.0m	£2.0m	£5.5m
Rent per sq. ft.	£8.09	£5.84	£5.91	£5.82
WAULT (to lease expiry)	5.6 years	7.9 years	11.2 years	9.2 years

The Manager believes that the acquisition of the properties in the pipeline will be accretive to shareholder returns and will further diversify the Company's income, in addition to continuing to strengthen the Portfolio's quality, size and prospects for further growth.

The Directors believe that the issue of Ordinary Shares pursuant to the Initial Issue and the Placing Programme should yield the following principal benefits for the Company and Shareholders:

enable in a timely and efficient manner the acquisition of the pipeline portfolio and other assets to grow income and create value for Shareholders through active asset management;
increase the portfolio's geographic and tenant diversity, thereby improving income diversity;
spread operating costs over a larger capital base, reducing ongoing charges ratios;
improve liquidity and enhancing the marketability of the Ordinary Shares, resulting in a broader investor base over the long term;
the price at which the Company is permitted to issue new Ordinary Shares will mean that the issue of new Ordinary Shares is not dilutive in NAV terms and may, depending upon the level of premium at which the new Ordinary Shares are issued, be NAV accretive; and
seeking the disapplication of pre-emption rights in respect of the Placing Programme at this point in time will save the Company the cost and expense of having, at the time of the publication of a prospectus, to convene a separate General Meeting to seek the necessary disapplication of pre-emption rights.

The Manager expects to have substantially deployed or committed the net proceeds from the Initial Issue within three to six months of Initial Admission. As at the date of this document, the Group has not entered into any legally binding agreements to acquire any investments.

The Directors also believe that the market capitalisation of the Company justifies a move to the Main Market. The Directors believe that Initial Admission is in the best interests of the Company and Shareholders as a whole for the following reasons:

the Company will have access to a larger pool of capital which may improve the liquidity of the Shares;
the premium listing is expected to broaden the Company's share register;
the premium listing will enable the Company to be eligible for inclusion in the FTSE's EPRA and UK Index Series which may further facilitate increased liquidity;
a premium listing may help raise the Company's profile with increased media coverage and investor interest, which in turn would enhance its status;
with a premium listing and possibly higher company profile, there could potentially be increased analyst coverage; and
the Company will be required to comply with higher standards of governance required by premium listed companies under the Listing Rules.

3 INVESTMENT OBJECTIVE AND INVESTMENT POLICY

The Company's investment objective and investment policy at Admission, which was approved by Shareholders on 12 November 2021, is set out below.

Investment Objective

Investment Policy

The Company will invest in assets that comprise an interest in freehold or leasehold property (other than by way of security), which meet the following criteria:

UK industrial or logistics properties (typically single let);
modern (typically post-1980) constructions; and
representing average lot value across the portfolio at acquisition of up to £15 million (increased by RPI from Admission).

The Company will seek to invest in strategically located, single let, last mile industrial and logistics properties that have good underlying features, including:

the opportunity for rental growth and out-performance;
strong tenant financial covenant;
lease terms focusing on duration and rental growth; and
positive geographical characteristics, including age and repair, location, building quality, site cover, transportation links, workforce availability, environmental performance and internal operational efficiencies.

The properties will be located in established logistics regions, such as the Midlands' "Golden Triangle", and in locations where the Company sees medium and long-term potential.

The Company may acquire properties directly or through holdings in SPVs and properties may be held through limited partnerships, trusts or other vehicles with third party co-investors.

Borrowing and gearing policy

Use of derivatives

Investment restrictions

The Company will invest and manage its assets with an objective of spreading risk through the following investment restrictions which, in each case, apply at the time of investment:

v. at least 90 per cent. by value of the properties directly or indirectly owned by the Company shall be in the form of freehold or long leasehold (over 60 years remaining at the time of acquisition) properties or the equivalent; and
vi. the Company will not invest in closed-ended investment companies.

4 COMPETITIVE STRENGTHS

The Directors believe that the Company has a number of competitive strengths, including:

Focus on last mile: the Company's focus on last mile logistics, which is a strategically important segment of the industrial and logistics asset class.
Strong covenants: 79 per cent. of the Portfolio is let to tenants rated low/low-moderate risk by way of D&B rating, and institutional-grade tenants include Amazon, Boots and Tesco.
Strategic locations: the Company targets e-fulfilment in locations where supply is limited and demand robust, with 62 per cent. of the Portfolio having a Midlands and South East bias.
Investment policy: the Manager's intention is to negotiate acquisitions at 30 per cent. to 70 per cent. of new build cost on assets with below market rents and with reversionary potential in the short to medium-term.
Buy well: the Company has acquired 93 properties since its AIM IPO, with an average purchase yield of 6.2 per cent.
Manage well: the management team are long-term logistics specialists with a focus on asset management, demonstrated by a rent review like-for-like income growth of 23.6 per cent. since the AIM IPO.
Perform: since the AIM IPO, the Company has achieved an average disposal yield of 5.5 per cent. and generated a total property return of 14.6 per cent.

5 INVESTMENT STRATEGY AND PROCESS

5.1 Investment strategy

The Manager's asset management techniques include the following:

exploring the potential to restructure occupational leases, for example, by removing tenant break clauses to extend lease terms and by engaging with tenants before any rent reviews;
identifying opportunities which may result from a better understanding of the occupational use of the property, the suitability of the building in the context of the tenant's business plan and assessing the tenant's capital expenditure (since this can indicate commitment to the building);
potentially funding key tenant fit-out or other capital expenditure and incentives (including: mezzanine floors; racking; improvements in heating, lighting, power upgrades; and energy efficiency initiatives such as solar panel installation) which could deliver more favourable lease terms;
extending the building (including the funding for such) to meet expansion requirements of the tenant, either within the curtilage of the site or through acquisition of expansion land, again to deliver more favourable lease terms (within REIT regime limits); and
identifying properties for development opportunities.

5.2 Investment process

The investment process undertaken by the Company is broadly as follows:

Review and approval

The Board will perform an initial review of all investment opportunities presented by the Manager which take into account the following considerations:

location: focus on supply/demand balance;
lot size: focus on lot sizes where investors can expect greater yields and returns;
tenancy: target flexible short/medium term tenancies to effectively asset manage and capitalise on latent rental growth;
opportunity: invest in assets that can be acquired at attractive market prices through market knowledge in order to deliver decent annual returns;
financing: gearing levels which must be consistent with the Company's policy on borrowings and maturity profile of gearing; and
overall market conditions: the outlook for the industrial commercial property sector taking into account wider market conditions and sentiment in the sector.

Based on the transaction proposal, the Directors will determine what detailed financial, legal and technical due diligence should be carried out.

Once due diligence has been completed, the Manager will recommend properties for bid or rejection. The Board will, subject to being approved by the Board, either: (a) approve the recommendation; (b) approve it subject to further conditions; or (c) reject it. Once a deal has been successfully approved by the Board, the Manager will appoint various advisers including lawyers, environmental consultants and buildings surveyors. A checklist will be maintained by the Manager throughout the process to demonstrate the progress made and ensure any key issues or action points that arise are recorded. Once all the due diligence has been completed, the purchase checklist will be reviewed against the purchase price and signed off by the Manager prior to exchange and completion will take place thereafter.

Investment monitoring

The Manager will continually monitor the progress of the Company's investments. This will include regular site visits on a quarterly and ad hoc basis as required. The Manager will update the Board on the progress of the Company's investments on a quarterly basis with additional formal contact being made where significant events have occurred which may impact the Company's income, expenditure or asset value.

Holding and exit strategy

The Company's investment holding period and the exit strategy will depend on the underlying properties, current and projected occupancy levels, transaction structure, exit opportunities, and size of the Company's investment. While the Directors intend to hold the Company's investments on a long term basis (typically greater than five years), the Company may dispose of investments outside of this timeframe, should an appropriate opportunity arise where, in the opinion of the Manager (with approval of the Directors), the value that could be realised from such disposal would represent a satisfactory return on the initial investment and/or otherwise enhance the value of the Company, taken as a whole.

6 DIVIDEND POLICY AND TARGET RETURNS

the issuance of new Ordinary Shares in the same month) and a second interim dividend of 4.35 pence per Ordinary Share was paid to Shareholders in July 2021. The total dividends per Ordinary Share for the financial year ended 31 March 2021 was the same as was paid in the previous year. The Board intend to use profits of the Company and retained earnings to endeavour to at least maintain the dividend each year even when new Shares have been issued.

Investors in C Shares should note that any C Shares issued pursuant to the Placing Programme shall not carry the right to receive any profits of the Company available for distribution whether by way of interim or final dividend prior to the relevant Conversion.

In order to comply with and maintain REIT status, the Group will be required to meet a minimum distribution test for each accounting period that it is a REIT. This minimum distribution test requires the Company to distribute 90 per cent. of the income profits of the Qualifying Property Rental Business for each accounting period, as adjusted for tax purposes.

7 ESG

The Company, as a real estate investment trust focused on 'last mile logistics', is committed to creating lasting value in its business. The Directors are committed to addressing environmental challenges, achieving exemplary standards of governance and creating financial and wider value in the Company's business, for Shareholders and wider stakeholders.

Focus

The Company's focus on sustainability, particularly in relation to our environmental impact, including in relation to:

EPC rating Improvements;
energy data collection and monitoring;
EPRA sustainability benchmarking;
committing to the Company's first sustainable green debt facility; and
the introduction of green clauses in all new lease contracts.

In the next twelve to twenty-four months, the Directors will focus on:

Understanding and minimising the Company's environmental impact – the Company's targets will include reducing relative levels of GHG emissions and ensuring that the environmental performance of the Company's buildings is within regulatory parameters.

Steering occupiers towards positive environmental & social action – the Company, via the Manager, can positively influence but does not control occupiers' decisions. A critical first step is gathering and sharing data to describe and explain their environmental and social impact. The Company's goal is to see its occupiers supported and encouraged to operate more sustainably, in terms of energy efficiency, social impact, water consumption and other metrics.

Serving stakeholders – the Directors believe that the Company's stakeholders are best served by future proofing the Company's assets in order to secure long-term performance. The Company's business model is driven by acquiring assets where the Directors see opportunities to improve sustainability and performance, this commitment sits at the heart of the Company's business. ESG interventions can boost growth in sustainable income streams to achieve medium term performance and enhance targeted capital growth to enhance total return over the long term.

The Manager – the Company requires the Manager to fully adhere to the EPRA sustainability framework (EPRA sBPR) and encourages participation in other relevant national and international industry benchmarking initiatives, such as GRESB. The Company expects the Manager to promote transparency and collaboration from all its occupiers, in tracking and sharing their resource consumption data.

Monitoring

The Board monitors the Company's portfolio EPC ratings so that, as a minimum, the Company meets Government mandated baselines. The Directors seek to outperform these, over time, noting however that the Company's business model is largely to acquire properties to which we can add this kind of value, rather than acquisitions which already 'tick the box'.

Acquisitions

In every property acquisition, the Board requires an elevated level of analysis and due diligence on environmental performance. This includes:

environmental building certifications or audits;
enabling a tenant to track resource consumption opportunities to mitigate inefficient use of natural resource (e.g. sub-meter installations);
the consequences of plant and equipment on environmental performance;
the environmental and socio-economic impact of current occupiers' business operations; and

potential climate risk factors that may directly or indirectly impact future asset utility.

Asset management

The Directors expect the Manager to integrate sustainability considerations within its asset management strategy, positioning it as an integral part of the service offered to occupiers, to improve their business performance and their wider positive impacts. Measures the Manager is expected to support include:

since January 2020, including green clauses in all newly executed & amended leases (100 per cent. of all new leases agreed since this date now contain green clauses);
developing individual asset Environmental & Social Action Plans for each asset, shared with current or incoming occupiers;
employing resource conservation measures such as low energy efficient lighting;
where appropriate, promoting and partnering with tenants to pursue resource conservation measures and capital improvements; and
investigating potential renewable energy projects (PV, Solar Heating etc).

Development and construction

The Company acquires sites for new development and for redevelopment, and the Company redevelops assets across its existing portfolio. The Company's direct development activities offer significant opportunities to enhance the environmental and social wellbeing of the communities in which the Company's assets are built. When acquiring development land, the Director's preference is for brownfield sites, which is, in principle, a sustainability positive. The Company sets minimum standards for development and construction, including:

EPC A rating on all newly developed premises;
BREEAM Rating of 'Very Good' or better, on all new premises; and
EPC B rating or better on all significantly refurbished premises.

Business impact, compliance and governance

Ongoing communication with Shareholders is essential to the Company's success. At the Board's request, the Manager holds roadshows for Shareholders and investors, to discuss the Company's results and to develop the Directors' understanding of Shareholders' needs and expectations.

The Company confirms on an annual basis that the Manager completes annual regulatory training on AML, anti-bribery and corruption and the operation of its whistle blowing policy. The Manager's performance across the suite of ESG considerations is monitored by the Company's ESG Committee under the EPRA sBR framework; and is now moving towards the GRESB framework. In addition, Aviva, who provide the Company's green finance facility, contract independent review and benchmarking of the Company's aspects of its performance in line with the terms of that loan.

The Company's structure means the Company does not directly employ staff or have an office base or generate a direct environmental impact from its operations. For this reason, staff engagement measures, gender pay gap reporting, other important diversity measures do not fit the Company's model. The Directors do however expect the Company's principal service providers, the Manager, main agents, professional and legal advisers, to conform to benchmark standards as employers and corporate citizens.

8 VALUATION POLICY

The Directors use CBRE, or another professional external valuer (as defined by the RICS Valuation – Global Standards) of equivalent standing, as property valuer to the Company. Valuations of the Company's properties are conducted half-yearly. The valuations of the Company's properties are at fair value as determined by the Valuer in accordance with IFRS 13 and with the internationally accepted RICS Valuation – Global Standards.

9 CALCULATION OF NET ASSET VALUE

The Net Asset Value (and Net Asset Value per Ordinary Share) is calculated half-yearly by the Manager (and reviewed by the Company). Calculations are made in accordance with IFRS. The Net Asset Value per C Share will also be calculated and published half-yearly, on the same basis, until conversion of the C Shares.

Consistent with other listed real estate investment companies, the Directors follow the guidance published by EPRA and disclose adjusted measures of Net Asset Value per Ordinary Share and earnings per Ordinary Share which are designed by EPRA to better reflect the core long-term operations of the business.

If the Directors consider that any of the above bases of valuation are inappropriate in any particular case, or generally, they may adopt such other valuation procedures as they consider reasonable in the circumstances.

Details of each half-yearly valuation, and of any suspension in the making of such valuations, are announced by the Company via a Regulatory Information Service announcement as soon as practicable after 31 March or 30 September (as appropriate). The half-yearly valuations of the Net Asset Value (and Net Asset Value per Ordinary Share and Net Asset Value per C Share, as applicable) are calculated on the basis of the most recent half-yearly independent valuation of the Portfolio.

The calculation of the Net Asset Value will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained or in other circumstances (such as a systems failure of the Manager) which prevents the Manager from making such calculations. Details of any suspension in making such calculations will be announced via a Regulatory Information Service announcement as soon as practicable after any such suspension occurs.

10 REPORTS, ACCOUNTS AND MEETINGS

The audited accounts of the Company are prepared under IFRS and in accordance with EPRA's best practice recommendations. The Company's accounting reference date is 31 March and the annual report and accounts are prepared up to 31 March each year. Copies of the report and accounts will be published by the end of July each year. Copies will be sent to Shareholders and/or made available on the Company's website, according to Shareholder preferences, shortly following publication. Shareholders will also receive an unaudited half-yearly report covering the six months to 30 September each year, which is expected to be published within the following three months.

The Company held its most recent annual general meeting on 12 July 2021 and it will continue to hold an annual general meeting each year. Other general meetings may be convened from time to time by the Directors by sending notices to Shareholders.

11 SHARE CAPITAL MANAGEMENT

11.1 Premium management

In the event that the Ordinary Shares trade at a premium to the Net Asset Value per Ordinary Share, the Company may issue new Ordinary Shares. At the Company's general meeting, held on 12 November 2021, the Company was granted authority to issue up to 350 million Shares on a non-pre-emptive basis pursuant to the Initial Issue and the Placing Programme. The Company was also granted a general authority to issue up to 64,983,318 Ordinary Shares (representing approximately 20.00 per cent. of the Company's issued share capital (as at 25 October 2021)) on a non-pre-emptive basis.

Unless authorised by Shareholders, no Ordinary Shares will be issued at a price less than the prevailing Net Asset Value per Ordinary Share at the time of their issue. If there is sufficient demand at any time during the period in which the Placing Programme is in effect, and if the Directors consider it appropriate to avoid the dilutive effect that the proceeds of an issue might otherwise have on the existing assets of the Company, the Company may seek to raise further funds through the issue of C Shares. Any such issue would be subject to the listing of the C Shares on the premium listing segment of the Official List and their admission to trading on the London Stock Exchange. The rights conferred on the holders of C Shares or other classes of shares issued with preferred or other rights shall not (unless otherwise expressly provided by the terms of the issue of the relevant shares) be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

The Articles contain the C Share rights, full details of which are set out in paragraph 7 of Part 14 (General Information) of this document.

Investors should note that the issuance of new Shares is entirely at the discretion of the Board, and no expectation or reliance should be placed on such discretion being exercised on any one or more occasions or as to the number of new Shares that may be issued.

11.2 Discount management

The Directors will consider repurchasing Ordinary Shares in the market if they believe it to be in Shareholders' interests and as a means of correcting any imbalance between the supply of and demand for the Ordinary Shares.

In exercising their powers to buy back Ordinary Shares the Directors have complete discretion as to the timing, price and volume of Ordinary Shares so purchased. No expectation or reliance should be placed on the Directors exercising such discretion on any one or more occasions. The implementation of any Ordinary Share buyback programme and the timing, price and volume of Ordinary Shares purchased will be subject at all times to compliance with the Companies Act, the Articles, the Listing Rules and all other applicable legal and regulatory requirements.

In accordance with the Companies Act, Ordinary Shares may only be repurchased out of the proceeds of a fresh issue of shares made for the purpose of the repurchase or out of distributable profits.

A special resolution was been passed at the Company's annual general meeting on 12 July 2021 granting the Directors authority to repurchase up to 14.99 per cent. of the Company's issued ordinary share capital during the period expiring on the conclusion of the Company's annual general meeting in 2022. Renewal of this buy-back authority will be sought at each annual general meeting of the Company or more frequently if required.

Purchases of Ordinary Shares will only be made through the market at prices (after allowing for costs) below the latest published Net Asset Value per Ordinary Share and otherwise in accordance with guidelines established from time-to-time by the Board. Under the current Listing Rules, the maximum price that may be paid by the Company on the purchase of any Ordinary Shares pursuant to a general authority is

105 per cent. of the average of the middle market quotations for the Ordinary Shares for the five Business Days immediately preceding the date of purchase or, if higher, that stipulated by article 5(6) of MAR. The minimum price will not be below the nominal value of one penny in respect of the Ordinary Shares.

11.3 Treasury Shares

Any Ordinary Shares repurchased pursuant to the general buy-back authority may be held in treasury. The Companies Act allows companies to hold shares acquired by way of market purchase as treasury shares, rather than having to cancel them. These shares may be subsequently cancelled or sold for cash. This would give the Company the ability to reissue Ordinary Shares quickly and cost efficiently, thereby improving liquidity and providing the Company with additional flexibility in the management of its capital base.

The Board intends only to authorise the sale of Ordinary Shares from treasury at prices at or above the latest published Net Asset Value per Ordinary Share (plus costs of the relevant sale). This should result in a positive overall effect for Shareholders if Ordinary Shares are bought back at a discount and then sold at a price at or above the Net Asset Value per Ordinary Share (plus costs of the relevant sale).

12 THE INITIAL ISSUE AND THE PLACING PROGRAMME

12.1 The Initial Issue

The target size of the Initial Issue is £200 million (before expenses).

The total number of Ordinary Shares to be issued pursuant to the Initial Issue, and therefore the Initial Gross Proceeds, are not known as at the date of this document but will be notified by the Company via a Regulatory Information Service announcement prior to Initial Admission.

Singer, Panmure Gordon and Alvarium have each agreed to use its reasonable endeavours to procure subscribers pursuant to the Initial Placing for Ordinary Shares at the Issue Price on the terms and subject to the conditions set out in the Placing and Offer Agreement and this document.

Further details about the Initial Issue are set out in Part 11 (Initial Issue) of this document.

12.2 The Placing Programme

In addition to any Ordinary Shares issued under the Initial Issue, the Company may issue up to 350 million Shares (being Ordinary Shares and/or C Shares) in aggregate (less the number of Ordinary Shares issued pursuant to the Initial Issue) pursuant to the Placing Programme.

Shares issued under the Placing Programme may be issued under this document provided that it is updated by a supplementary prospectus (if required) under section 87G of FSMA and Article 23 of the Prospectus Regulation.

Further details about the Placing Programme are set out in Part 12 (Placing Programme) of this document.

13 CAPITAL STRUCTURE

13.1 Introduction

The Company's capital structure currently consists of Ordinary Shares. The rights attaching to the C Shares which may be issued as part of the Placing Programme are set out in the Articles and summarised in Part 14 (General Information) of this document.

13.2 Ordinary Shares

The Ordinary Shares carry the right to receive the profits of the Company available for distribution at such times as the Directors may determine in accordance with the Articles.

Subject to the rights of any C Shares in issue, on a winding-up, the surplus capital and assets of the Company shall be divided amongst the holders of Ordinary Shares pro rata according to the nominal capital paid up on their holdings of Ordinary Shares.

Holders of Ordinary Shares have the right to receive notice of, and to attend and vote at, general meetings and class meetings of the Company. Each holder of Ordinary Shares who is present in person (or, being a corporation, by representative) or by proxy at a general meeting or a class meeting on a show of hands has one vote and, on a poll, every such holder who is present in person (or, being a corporation, by representative) or by proxy has one vote in respect of each Ordinary Share held by him.

13.3 C Shares

The C Shares are a new class of convertible, non-voting preference share which, if issued, will be listed on the premium segment of the Official List and admitted to trading on the Main Market. The restriction on voting is required in order to protect the Company's status as a REIT, but C Shareholders will be able to vote in relation to matters affecting the rights of the C Shares.

At the relevant Conversion Date, C Shares shall be converted into Ordinary Shares in accordance with the provisions of the Articles.

The C Shares do not carry the right to receive any profits of the Company available for distribution whether by way of interim or final dividend. The new Ordinary Shares arising on Conversion of C Shares shall rank pari passu with the Ordinary Shares then in issue for dividends or distributions made or declared by reference to a record date falling after the relevant Calculation Date.

On a winding up or return of capital, the holders of the C Shares shall be entitled to receive an amount per C Share equal to the lower of (i) the amount subscribed for the issue of each C Share and (ii) the Net Asset Value per C Share, but shall have no other rights to participate in the capital of the Company. C Shares shall rank on a winding up in priority to all other shares of the Company from time to time in issue. For so long as C Shares are in issue, and without prejudice to the Company's obligations under the Act, the assets attributable to the C Shares shall, at all times, be accounted for as a separate pool and the C Shares will bear a proportionate share of the Company's costs and expenses until such pool is substantially invested in accordance with the Company's investment policy, following which the C Shares will convert into Ordinary Shares based on the respective Net Asset Value per Ordinary Share and the Net Asset Value per C Share.

The holders of C Shares will have:

the right to receive notice of, and attend, speak and vote at class meetings of C Shareholders. Each holder of C Shares who is present in person (or being a corporation, by representative), or by proxy at a class meeting on a show of hands has one vote, and on a poll, every such person who is present in person (or being a corporation, by representative), or by proxy has one vote in respect of each C Share held by him; and
no rights to receive notice of, attend, speak or vote at general meetings of the Company.

14 REIT STATUS AND TAXATION

The Company, as the principal company of the Group, has given notice to HMRC (in accordance with Section 523 CTA 2010) that the Group is a group UK REIT. As a REIT, it complies with certain ongoing regulations and conditions (including minimum distribution requirements). Potential investors are referred to Part 13 (The REIT Regime and UK Taxation) of this document for details of the REIT regime and the taxation of the Group in the UK.

15 DISCLOSURE OBLIGATIONS

The provisions of Chapter 5 of the Disclosure Guidance and Transparency Rules (as amended from time to time) ("DTR 5") of the Financial Conduct Authority Handbook apply to the Company on the basis that the Company is a "UK issuer", as such term is defined in DTR 5. As such, a person is required to notify the Company and the FCA of the percentage of voting rights it holds as a holder of Ordinary Shares or holds or is deemed to hold through the direct or indirect holding of financial instruments falling within DTR 5 if, as a result of an acquisition or disposal of Ordinary Shares (or financial instruments), the percentage of voting rights reaches, exceeds or falls below the relevant percentage thresholds being, in the case of the Company, 3 per cent. and each 1 per cent., threshold thereafter up to 100 per cent.

16 RISK FACTORS

The Company's performance is dependent on many factors and potential investors should read the whole of this document and in particular Part 2 (Risk Factors) of this document.

Part 7

The Portfolio and Investment Opportunity

1 THE PORTFOLIO

1.1 Introduction

The Company is the only UK listed company giving investors a focused exposure to urban logistics assets, which remains real estate's top performing sub-sector. As at the date of this document, the Portfolio comprises 89 assets and 7 forwarded funded developments. The Portfolio consists of c.6.3 million sq. ft. of build logistic space and the Company has c.0.6 million sq. ft. under construction.

As at 30 September 2021 (the date of the valuations under the Valuation Report), the Portfolio had a market value of c.£660.5 million and the net initial yield of the Portfolio was 4.9 per cent.

1.2 Financial highlights for the interim financial period to 30 September 2021

EPRA net tangible assets ("NTA") of 164.30 pence per share (+7.9 per cent. since March 2021: 152.33 pence).
IFRS net assets of £533.6 million, +37.7 per cent. increase (March 2021: £387.5 million).
Dividend per share 3.25 pence (H1 2020: 3.25 pence).
Net rental income £16.0 million, +69.6 per cent. increase (H1 2020: £9.4 million).
Profit before tax £50.3 million, +412.8 per cent. increase (H1 2020: £9.8 million).
Adjusted earnings per share of 3.46 pence, +8.5 per cent. increase (H1 2020: 3.19 pence).
Total Property Return of 11.8 per cent. (H1 2020: 8.0 per cent.).
Total Accounting Return of 10.7 per cent., increase of +94.5 per cent. (H1 2020: 5.5 per cent.).
£108 million of equity raised in July 2021.

1.3 Operational highlights

99.7 per cent. of rents demanded in the period to 30 September 2021.
Portfolio valuation £660.5 million, +91 per cent. increase (H1 2020: £345.9 million).
Portfolio like-for-like valuation growth of 11.3 per cent. (H1 2020: 5.0 per cent.).
EPRA vacancy rate of 0.6 per cent. (H1 2020: 3.0 per cent.).
Gross to net rental income ratio 96.0 per cent. (H1 2020: 98.4 per cent.).
WAULT of 7.9 years (H1 2020: 5.5 years).
EPC ratings of A-C across 80.1 per cent. portfolio (H1 2020: 72.8 per cent.).
Eleven logistics properties acquired.
Committed to forward fund the development of 6 new assets during the period.
Total portfolio of 91 assets, covering 5.8 million sq ft

1.4 Geographic location

The Portfolio's geographic locations (including by market value) are:

Source: PCP2 Limited. Portfolio metrics are stated as per CBRE external valuation as at 30 September 2021.

1.5 Top ten tenants and tenants' credit rating

The top ten tenants (as a percentage of contracted rental income as at 30 September 2021) are:

Source: PCP2 Limited. Top 10 tenants represent 45.3 per cent. of Company's contracted rent as at 30 September 2021 (excluding short-term lettings and licences).

The Company's tenants' credit ratings (as a percentage of contracted rental income as at 30 September 2021) are:

Tenant credit ratings

- Low/low-moderate risk
- Moderate risk
- Moderate-high/high risk
- Severe risk

Source: PCP2 Limited. From Dun & Bradsheet (Overall Business Risk) as at 19 October 2021.

1.6 Lease expiry profile

The lease expiry profile (as a percentage of contracted rental income as at 30 September 2021) is:

Lease expiry profile

Source: PCP2 Limited. Excludes short-term lettings and licences.

1.7 Contractual rent reviews

The contractual rent reviews (as a percentage of contracted rental income as at 30 September 2021) are:

Contractual rent reviews

Source: PCP2 Limited. Excludes short-term lettings and licences.

1.8 The properties

As at the date of this document, the Portfolio consists of the following investments:

Property/Unit	Tenure	Tenant
Caxton Road, Elm Farm Industrial Estate, Bedford MK41 0HT	Freehold	ACO Technologies PLC
Edison Road, Bedford MK41 0HU	Freehold	Righton & Blackburns Ltd
Prima Foam House, Caxton Road, Bedford MK41 0ZW	Freehold	Vita Cellular Foams (UK) Limited
Regent House, Wolseley Rd, Bedford MK42 7JY	Freehold	Multi-let
Unit 73 Interlink Way, Interlink Business Park, Bardon LE67 1LD	Freehold	Winit (UK) Ltd
Bruntcliffe Way, Leeds, LS27 0JG	Freehold	Multi-let
Plot 2000 Haverhill Business Park, Phoenix Rd, Haverhill, CB9 7AE	Freehold	HID Corporation Ltd
Plot 5000 Haverhill Business Park, Iceni Way, Haverhill CB9 7FD	Freehold	Culina Logistics Ltd
Hope Carr Lane, Leigh WN7 3XJ	Long Leasehold	XPO Transport Solutions UK Ltd
Legbrannock Road, Motherwell ML1 5SZ	Freehold	XPO Transport Solutions UK Ltd
10 Dodwells Road, Hinckley LE10 3BZ	Long Leasehold	XPO Supply Chain UK Ltd
Pontefract Road, Normanton WF6 1RW	Long Leasehold	XPO Transport Solutions UK Ltd
Unit A Belcon Industrial Estate, Essex Rd, Hoddesdon EN11 0DR	Long Leasehold	Sainsburys Supermarkets Ltd
Unit B Belcon Industrial Estate, Essex Rd, Hoddesdon EN11 0DR	Long Leasehold	Travis Perkins (Properties) Ltd
1A Alston Road, Hellesdon Park Industrial Estate, Norwich NR6 5DS	Freehold	DHL Supply Chain
DHL Unit, Lister Rd, Astmoor Road, Runcorn WA7 1SW	Freehold	Unipart Group Ltd
Leigh Commerce Park Leigh, Greater Manchester WN7 3XJ	Long Leasehold	OTC Direct Limited
DHL Supply Chain Limited, Wagonway Road, Hebburn NE31 1SP	Freehold	DHL Supply Chain
Network 421, Radclive Road, Gawcott, Buckingham MK18 4FD	Freehold	Manitowoc Crane Group UK Ltd
Sandfield Close, Moulton Park, Northampton NN3 6AB	Freehold	Panther Warehousing Ltd
West Way, Cotes Park Industrial Estate, Alfreton DE55 4QJ	Freehold	Unipart Group Ltd
Unit 1 Ravens Way, Crow Lane Industrial Estate, Northampton NN3 9UD	Freehold	Lubriage Limited
Uniformity Steel Works, 19 Don Road, Sheffield S9 2UD	Freehold	Cogne UK Ltd
Glaisdale Parkway, Nottingham NG3 4JX	Long Leasehold	Hillarys Blinds Ltd
16 Hudson Rd, Bedford MK41 0LZ	Freehold	Multi-let

Property/Unit	Tenure	Tenant
Express House, Aylesford Way,
Thatcham RG19 4ND	Freehold	DHL Parcel UK Ltd
Unit D5, Bonham Drive,
Sittingbourne, Kent, ME10 3RN	Freehold	DHL Parcel UK Ltd
Cherrycourt Way, Marley Industrial
Estate, Leighton Buzzard LU7 4UH	Long Leasehold	Tuffnells Parcels Express Ltd
87 Livingstone Rd, Walworth
Industrial Estate, Andover SP10 5NS	Long Leasehold	Tuffnells Parcels Express Ltd
Gresham Rd, Bermuda
Industrial Estate, Nuneaton CV10 7QR	Freehold	Tuffnells Parcels Express Ltd
Azalea Road, Rogerstone,
Newport NP10 9SA	Freehold	Tuffnells Parcels Express Ltd
Ruthvenfield Rd, Inveralmond
Estate, Perth PH1 3EE	Long Leasehold	Tuffnells Parcels Express Ltd
Abbotts Close, Lee Mill
Industrial Estate, Plymouth PL21 9GA	Freehold	Tuffnells Parcels Express Ltd
Plot 103 Hollymoor Point,
Rubery, B31 5HE	Freehold	Aquapak Polymers
Foxbridge Way, Normanton, WF6 1TL	Freehold	Unipart Group Ltd
1 Hampton Park West,
Melksham, SN12 6GU	Freehold	G-Plan Upholstery Limited
1 Broad Ground Road, Redditch, B98 8YP	Freehold	Meritor Aftermarket UK Ltd
Stafford Park 18, Telford, TF3 3BN	Freehold	Wrekin Sheet Metal Ltd
Unit 2&3, Vauxhall Supplier
Park, Ellesmere Port, CH65 1BL	Freehold	Multi-let
21A Burnbrae Drive, Paisley, PA3 3BW	Freehold	Agility Logistics
Unit 10, Tewkesbury Business
Park, Tewkesbury, GL20 8ND	Freehold	Equinox Maintenance Ltd
Unit C Gildersome Link Industrial
Park, Nepshaw Lane, Leeds, LS27 7JQ	Freehold	Walk Investments Limited
Denmore Industrial Estate,
Aberdeen, AB23 8JW	Freehold	Multi-let
Brunel Way, Blackpool, FY4 5NP	Freehold	Giant Booker Ltd
Unit 9, Tower Close, St Peters
Industrial Park, Huntingdon, PE29 7BZ	Freehold	Anglian Water Services Ltd
Hadleigh Road, Ipswich, IP2 0JD	Freehold	Giant Booker Ltd
Denmark House, Victoria Way,
Newmarket, CB8 7AU	Freehold	Hermes Parcelnet Ltd
Burrington Way, Plymouth, PL5 3NY	Freehold	Giant Booker Ltd
Unit 10, Brookfields Way,
Rotherham, S63 5DL	Part Freehold/Part Long Leasehold	Pegler Yorkshire Group Ltd
Unit 10 Blenheim Park Road,
Nottingham, NG6 8YP	Long Leasehold	Health Store Wholesale Ltd
228 Old London Road,
Colchester, CO6 1EQ	Freehold	Multi-let

Property/Unit	Tenure	Tenant
25 Wellheads Terrace, Dyce, Aberdeen, AB21 7GF	Freehold	Iron Mountain (UK) Limited
Unit 4, Barker Business Park, Melmerby, Ripon, HG4 5NB	Freehold	Nidd Transport Limited
Lakeside Industrial Estate, Stanton Harcourt, Witney, Oxfordshire, OX29 5TR	Long Leasehold	Ceva Logistics Ltd
Units 10a and 10b, 700 Avenue West, Skyline 120, Great Notley, Braintree, Essex, CM77 7AA	Freehold	Delamode PLC
The Range, Winwick Road, Warrington, WA2 7NY	Part Freehold/Part Long Leasehold	CDS (Superstores International) Limited
Booker, Brittern Road, Sowton Industrial Estate, Exeter, Devon, EX2 7LW	Long Leasehold	Booker Cash & Carry Limited
Units 1-5, Charlton Mead Lane, Hoddesdon, Hertfordshire, EN11 0DJ	Freehold	Multi-let
Radial 27, Unit 11 Barnes Wallis Road, Segensworth, Fareham, PO15 5TT	Long Leasehold	Amazon UK Services Ltd
LF50, Lodge Farm Industrial Estate, Lodgeway, Northampton, NN5 7SL	Freehold	Trans Global Freight Management Limited
Unit 104, 260-266 Helen Street, Glasgow, G51 3JG	Freehold	Iron Mountain (UK) Plc
Units 13 and 14, Lime Kilns, Hinckley, LE10 3EL	Freehold	Multi-let
Units 1-3 Opal Way, Stone, ST15 0SS	Freehold	Multi-let
Plot A, Tungsten Park, Southwater, RH13 9RT	Freehold	Vacant
Plots DC2, DC3 and DC4, Exeter Gateway, Exeter EX5 2DS	Long Leasehold	Amazon UK Services Limited/Vacant
Peterborough Gateway, Alwalton Hill, PE7 3AG	Freehold	Multi-let
Great Bear, Thermal Road, Bromborough, Wirral CH62 3PS	Long Leasehold	Great Bear Distribution Ltd
Rotherham 125, Rotherham, South Yorkshire, S66 8EL	Long Leasehold	Carlton Forest Group LLP
Unit 6, Deer Park Court, Donnington Wood, Telford, Shropshire, England, TF2 7NA	Freehold	A.J. Maiden and Son Limited
30 Woodward Avenue, Yate, Bristol, BS37 5YS	Freehold	David Hathaway Transport Limited
Unit 8, Interface Business Park, Bincknoll Lane, Royal Wootton Bassett, SN4 8SY	Freehold	David Hathaway Transport Limited
Units 7, 10A & 10 Adlington Industrial Estate, London Road, Adlington, Macclesfield, SK10 4NL	Long Leasehold	William Kirk Limited
Leigh B, Greenfold Way, Leigh Commerce Park, Leigh, WN7 3XJ	Freehold	XPO Holdings UK & Ireland Limited

Property/Unit	Tenure	Tenant
Unit SC101 Pointon Way, Stonebridge Cross Business Park, Hampton Lovett, Droitwich, WR9 0LW	Freehold	Spire Healthcare Limited
Land at Postley Road, Bedford, MK42 7BU	Freehold	Urban Reserve (Asset Co) Limited
Unit 2, 43 St Peters Road, Huntingdon, Cambridge, PE29 7AA	Long Leasehold	FedEx UK Ltd
Costa and The Range, Milton Link, Edinburgh, EH15 3QH	Freehold	Multi-let
Unit 10, Stretton Distribution Centre, Grappenhall Lane, Appleton, Warrington, WA4 4QT	Freehold	Mark Thompson Transport Ltd
ZF Services Ltd, Abbeyfield Road, Nottingham, NG7 2SX	Freehold	ZF Great Britain Ltd
Creative House, Station Road, Theale, Reading, RG7 4PD	Freehold	Creative Structures Group Limited
1 Goddard Road, Ipswich IP1 5NP	Freehold	Red Dot Europe Limited
Unit 6, Sinclair Drive, Wellingborough, NN8 6TZ	Freehold	Speedpac Limited
Unit 2, The Waterfront Business Park, Brierley Hill, DY5 1LX	Long Leasehold	Royal Mail Group Ltd
Wilsons, Sawtry, Huntingdon, PE28 5XN	Freehold	Wilsons Ltd
Units 20 & 21 Woodside Industrial Park, Letchworth Garden City	Long Leasehold	Multi-let
Unit G, Swift Park, Rugby, CV21 1DZ	Freehold	H+K Distribution Ltd
Farnham Trading Estate, Surrey, GU9 9NN	Long Leasehold	Multi-let
Land at Castle Donnington	Freehold	Vacant
Land at Optimus Point, Leicester	Freehold	Vacant
Land at Bleinham Park, Nottingham	Freehold	Vacant
Land at Rochdale	Freehold	Vacant
Unit at Catfoss Lane Brandesburton Driffield YO25 8EJ	Freehold	Premier Modular Ltd
SBD Greenlane Industrial Estate Spennymoor DL16 6YJ	Freehold	Stanley Black and Decker UK Ltd
Unit 18/19 Walworth Industrial Estate Andover SP10 5LQ	Freehold	Vacant
Edgar House Lockett Road South Lancashire Industrial Estate Wigan WN4 8DE	Freehold	Chemviron
Alpha Bridge Road Golborne Warrington WA3 3BB	Freehold	Alpha UK Ltd

The figures contained in this Part 7 are unaudited.

2 INVESTMENT OPPORTUNITY

The urban logistics segment of real estate continues to enjoy strong structural momentum as tenants invest into their logistics real estate footprint, the growth in e-commerce continues, vacancy rates on ready to occupy space remain low and, overall, demand for logistics space outstrips supply. The Board of the Company is confident that the investment and occupational markets will remain favourable for mid-box assets.

The Company's existing funds are fully invested or committed and the Company has a strong pipeline of attractive off-market opportunities, introduced by the Manager, which fit its investment criteria, with an expected weighted average NIY of c.5.4 per cent. and average rent per square foot of c.£6.02 (subject to contract) as at 12 November 2021.

Urban Logistics has an LTV standing at 16.9 per cent. at the period ended 30 September 2021, and with a weighted average cost of debt at 2.5 per cent. for the year to 30 September 2021. The Company is currently in the process of extending its existing debt facilities in relation to recently acquired properties which is expected to increase the Company's existing debt by approximately £69 million in the near term. The Company is targeting gearing of 30 per cent. to 40 per cent. following the Initial Issue, once the Company has invested the proceeds of the equity raise and put in place any further debt facilities.

Further information on the investment strategy and investment policy is included in Part 6 (The Company) of this document.

Part 8

Market Overview

1 INTRODUCTION

1.1 Overview

The UK commercial real estate market comprises some £1,000 billion of stock principally comprised of three recognized asset classes – Industrial, Offices and Retail. Logistics (or Warehouse as it is sometimes referred to) assets – those which are part of the supply chain or otherwise used for storage – are a sub-sector of the Industrial category. The Logistics sub-sector of UK real estate comprises over 500 million square feet of space.

The Directors and the Manager believe that an attractive investment opportunity exists in the UK logistics real estate market driven by, inter alia, strong occupier demand, a continued supply-demand imbalance and sustainable rental growth.

Whilst Logistics may typically be regarded as a single real estate category, the market and the investment opportunity is varied and dynamic according to such features as lot size and location. Within the overall UK market, Urban Logistics targets assets with a value of up to £15 million in recognized or emerging logistics hubs and which perform a last touch or last mile role in the tenant's supply chain.

The Directors and the Manager perceive this to be an attractive part of the Logistics real estate market and one where the Company enjoys competitive advantages such as access to off market transactions. Over 80 per cent. of the UK's population lives in an urban area giving last touch logistics an essential role in the supply chain and where industrial land can be in short supply.

In the context of the overall UK logistics real estate market, Urban Logistics seeks to benefit both from the quality of its existing portfolio and the sector tailwinds but also through its niche strategy to identify attractive new investment opportunities. Thus, Urban Logistics seeks to benefit not only from positive sector wide conditions but also targeted opportunities in particular sub sectors. As tenants invest strategically into logistics real estate, the Manager believes they are attracted to landlord experience, a strong capital base and an active approach.

Historically the fortunes of industrial property were evidenced by general, cyclical economic factors, such as GDP growth; today structural shifts such as e-commerce penetration are just as much to the fore. UK e-commerce consumer sales were estimated to have grown to £84 billion in 2020, up from £58 billion in 2019. Correspondingly it is estimated that every £1 billion of online sales require 1.4 million square feet of warehouse space, underpinning the tenant demand for logistics real estate space in the UK. Tenant demand also needs to be assessed in the context of significant supply side pressure such as availability of land and standing stock, planning permission issues and construction costs and supply chain delays. Agents are thus reporting historic low levels of available space.

1.2 Geographical spread of the real estate stock

With an increasing number of customers now shopping online and businesses seeking closer proximity to these customers, the UK has developed a dense logistics and warehouse network across the country as a result.

In conjunction with a geographic location, a logistics asset will perform a particular supply chain role for the occupier e.g. national logistics centre, regional logistics centre or last mile or last touch distribution centre. Occupiers are typically logistics businesses themselves or commercial entities using the premises for their own supply chain requirements.

1.3 Size of individual properties

Logistics assets are often categorized by size – “Big Box” (typically 250k sq. ft. to 500k sq. ft.), “Mid Box” (typically 20k sq. ft. to 250k sq. ft.) and “Small Box” (typically 1k sq. ft. to 20k sq. ft.).

The Directors and the Manager believe that the “Mid Box” category caters to a wider array of occupiers given size and flexibility. The rapid growth in e-commerce has led tenants to seek fast-flowing facilities and, as such, the Directors and the Manager believe that the “Mid-Box” category is the ideal size for regional and last mile logistics operators.

The twin shocks of Brexit and COVID-19 revealed the extent to which supply chains in the UK had been optimised for cost, speed and efficiency, but not resilience. Supply chain management is often a trade-off between a lean supply chain (fast and at low cost) and a resilient supply chain (able to withstand shocks). With the latter in mind, supply chain executives are now focused on adding resilience to supply chains and as such are looking to maintain higher stock levels in warehouses and bring manufacturing processes closer to home. These factors all support the “Mid-Box” category.

2 MARKET FEATURES

2.1 E-commerce

Demand for logistics real estate space is closely linked to e-commerce and related fulfilment requirements. During the pandemic e-commerce penetration in the UK surged from 19 per cent. in February 2020 to 33 per cent. in June 2020. Current penetration rates stand at c.25 per cent., effectively compounding several years forecast growth into just over one year. Logistics capacity is expected to grow to meet the demand.

This is a broad based trend with increases in online sales at the expense of in-store sales being seen in the Food, Department Store, Household Goods sales and Clothing categories. Businesses which have prospered in relative terms have been investing into their digital capacity with others being forced to close having been unable to invest or adapt.

The UK has historically had, and is projected to have for the future, relatively high e-commerce penetration rates.

Against this pre-existing position, COVID-19 has been a catalyst for a major further acceleration on UK e-commerce penetration rates and has set in motion future consumer habits.

2.2 Supply and Demand

Logistics assets play a key role in the supply chain. Tailwinds in increasing occupier demand for space include continued major shifts in both consumer behaviour (principally related to e-commerce) and corporate activity (as investment is made into more resilient supply chains, where COVID-19 has been a major factor but not the only determinant).

Recent levels of occupier take up of UK logistics space are at record highs, with vacancy rates also falling dramatically. Occupier take up in 2020 and 2021 has been particularly strong, rising from 25 million sq. ft. as at Q4 2019 to just below 45 million sq. ft. as at Q2 2021.

Whilst development activity has increased (and thus potential new space capacity) in response to the strong sector trends, there are prevailing headwinds to development activity including availability of land, planning permissions and timelines, construction cost inflation and construction materials supply chain constraints. Available space is at historic lows, declining at Q2 2021 to less than half of levels at Q4 2019.

Demand for Logistics space comes from several sectors in the UK economy. Online retailers and supermarket groups have been particularly active in take up of new space recently. Focus on physical delivery to the end consumer increases the need for urban real estate facilities. Third party logistics operators (3PLs) are also particularly active at present on new lettings, taking up 5.91 million square feet of space in the first half of 2021 alone.

Focus areas for large institutional investment such as Big Box assets compound the supply-demand imbalance as investors and developers actively seek out and price up assets and land intended for large scale tenants such as e-commerce and supermarket groups. In certain areas of the UK, such as the South East, the stock of industrial zoned land available for development and/or occupation has been depleted through conversion to higher value uses such as residential; where land is available for development in recognized logistics hubs values have in certain cases increased significantly, with evidence of prices doubling over the last five years or so. In an increasingly digital world data centres provide additional competition for buildings and land in strategically positioned locations.

2.3 Supply Chain

Logistics real estate in the UK is a beneficiary from investment into supply chains with corporates seeking more capacity, elasticity and efficiency. As outlined earlier in this Part 8 of this document, the focus from supply chain executives is on being both lean but resilient at the same time.

Consumer facing and B2B companies face several supply chain challenges as buying behaviours, the political climate and socially acceptable standards continue to change. Whilst new digital strategies are at the heart of how successful companies are responding to challenges – such as ever shorter order turnaround timelines – fulfilment often requires physical real estate to be integrated into broader business plans, managing the physical flow of goods from point of origin to point of consumption. The Directors believe that COVID-19, Brexit and a more volatile global political climate, inter alia, are drivers of investment into supply chain capacity and elasticity. Equally, successful companies are investing into their supply chains to gain sales and drive efficiencies. It is estimated that for every £1 billion of manufacturing investment there is the need for 175,000 square feet of warehouse space.

3 VALUATIONS OF UK LOGISTICS REAL ESTATE

Structural economic shifts, supply chain investment, low bond yields, occupier demand, rental growth and weight of investment capital looking for sector opportunities have contributed to significant capital growth in the UK logistics sector over the last decade or so.

Investor interest, inter alia, has driven prices of logistics assets up across all size categories and in primary and secondary assets. The Directors and the Manager believe that the last touch, circa £5-£15 million asset category still offers an attractive investment opportunity for a focused, entrepreneurially run business regarded as a reliable transaction counterparty.

4 RENTAL LEVELS

Rental growth, or even stability, has been difficult to achieve recently for several segments of UK real estate such as offices and retail. Logistics as a sector has however enjoyed a sustained period of rental growth.

Rental growth over the last five years has averaged 2.9 per cent. for the Distribution Warehouses segment of the MSCI annual index. Parts of the logistics real estate market have been outperforming the national averages with a body of evidence pointing to greater than 5 per cent. rent increases for buildings in strategic locations.

Part 9

Directors, Manager and Administration

1 THE DIRECTORS

The Directors are responsible for the Company's investment objective and investment policy and have overall responsibility for the Company's activities including the review of investment performance and the control and supervision of the Manager. All of the Directors are non-executive and, save for Richard Moffitt and Mark Johnson, are independent of the Manager and the Company's other service providers. A majority of the Board will, at all times, be independent of the Manager.

The Directors meet at least four times a year and otherwise as required to, inter alia, review and assess the Company's performance in relation to the investment policy and strategy, the risk profile of the Company, the Company's investment performance, the performance of the Company's service providers, including the Manager and generally to supervise the conduct of its affairs. Committee meetings will meet on an ad hoc basis to consider transactional and related matters concerning the Company's business.

The Directors are as follows:

Nigel Rich CBE FCA (aged 76) (Independent Non-Executive Chairman)

Nigel brings a wealth of board experience, having operated across the globe in senior positions, most recently at Segro plc. He was group chief executive of Trafalgar House plc from 1994 to 1996, having previously spent 20 years at the Jardine Matheson Group in Asia, latterly as managing director of Jardine Matheson Holdings from 1989 to 1994. He was chairman of the board at Hamptons International, Exel plc, Xchanging plc, CP Ships Limited and also Segro plc, from October 2006 until April 2016. His other directorships have included Pacific Assets Trust plc, Granada plc and ITV plc. He has also served as a Member of The Takeover Panel (UK) and is a Chartered Accountant. Nigel is also the non-executive chairman of Foxtons Group plc, a non-executive director of Matheson & Co Ltd and a non-executive director and senior independent director of AVI Global Trust Plc.

Richard Moffitt (aged 57) (Non-independent Non-Executive Director)

Previously an executive director at CBRE, where he was head of the UK industrial team, Richard has over 25 years' logistics experience. He has an in-depth understanding of the market's dynamics, credibility with owners and operators of real estate assets, a thorough understanding of owner and tenant requirements and an extensive network, which includes institutional funds. He is a member of the Chartered Institute of Logistics and Transport. Richard is the Managing Director of the Company's Investment Manager, PCP2 Limited. Richard is also a designated member of European Logistics Real Estate Partners LLP and M1 Agency LLP, which is a property agency company used by the Company. Further details of the Company's arrangements with M1 Agency LLP are set out at paragraph 6 of Part 14 (General Information) of this document.

Jonathan Gray (aged 55) (Independent Non-Executive Director and Senior Independent Director)

Jonathan has considerable financial services experience having worked in senior roles at HSBC, UBS and NCB. He has worked on numerous floatations, including a number of property companies such as Property Fund Management, Cleveland Trust and CLS Holdings. Jonathan currently works as a financial consultant to a variety of international companies and has other non-executive directorships.

Bruce Anderson AcMA FcioBs (aged 58) (Independent Non-Executive Director)

Bruce has considerable real estate, corporate finance and financial services experience having worked in senior roles at Lloyds, HBoS and Bank of Scotland; this includes 15 years of investment-led boardroom positions. He has experience with both real estate companies and REITs across the UK and Europe. He is a former Policy Board member of the British Property Federation. At Lloyds, Bruce was Head of Joint Ventures for the Specialist Finance division, responsible for a mixed portfolio of real estate, including both equity and debt elements. Bruce is currently a Non-Executive Director at Green Property Limited and an adviser to the Housing Growth Partnership Fund.

Mark Johnson (aged 63) (Non-independent Non-Executive Director)

Mark qualified as a lawyer before working in corporate finance at Barclays Merchant Bank and Barclays de Zoete Wedd. Mark was the CEO of the Riverside Group, one of the UK's leading leisure companies, under the chairmanship of Sir John Beckwith CBE, and oversaw its successful sale. Mark is CEO of Pacific Investments, having co-founded the business with Sir John Beckwith CBE. Mark is (and has been) a founding partner and shareholder/director of the Pacific Group's investment portfolio companies including Barbican Healthcare Plc, Sports & Outdoor Media International Plc, Liontrust Asset Management Plc, Thames River Capital LLP, River and Mercantile Group Plc, Argentex LLP and Pacific Asset Management LLP. He is also a designated member of European Logistics Real Estate Partners LLP.

Heather Hancock LVO DL (aged 56) (Independent Non-Executive Director)

Heather brings many years of high level experience in strategy, governance and leadership gained in the real estate sector and wider economy. Heather was Executive Director of Yorkshire Forward between 2000 and 2003, leading on asset realignment and the assembly of a £350 million property portfolio. She then spent a decade at Deloitte's Strategy Consulting business, serving as a Managing Partner from 2008 until her 2014 retirement and leading the firm's global services to the Olympic movement. Heather served as a trustee for The Prince's Trust for more than a decade, for which she was awarded the LVO in 2013. Heather is Master of St. John's College, Cambridge, following a five-year term as Chair of the UK's Food Standards Agency. Heather is a Director of Amerdale Limited, a Non-Executive Director of Rural Solutions Limited and a Trustee of the Chatsworth Settlement Trust. She is also a Deputy Lieutenant of North Yorkshire.

2 THE MANAGER

2.1 Introduction

The Pacific Group was formed in 1993 by Sir John Beckwith CBE and Mark Johnson following the sale of London & Edinburgh Trust Plc. The Pacific Group has founded a number of successful businesses, including Liontrust Asset Management, Europa Capital, River & Mercantile Group, Thames River Capital, Argentex and Pacific Asset Management. The Pacific Group provides the Company with operational support, strategic oversight and access to a wide network of investors and business contacts.

The Company has appointed PCP2 Limited, a member of the Pacific Group, as the Manager of the Company, pursuant to the Management Agreement (further details of which are set out in paragraph 8.2 of Part 14 (General Information) of this document). The Manager acts as the Company's manager for the purposes of AIFMD and the AIFM Regime and certain other ancillary services. The Manager has delegated the day-to-day administration of the Company (such as the calculation and publication of the Net Asset Value and maintenance of the Company's accounting records) to the Pacific Group.

2.2 Management Team

The personnel of the Manager who are involved with the provision of investment management services to the Company consists of Richard Moffitt (see paragraph 1 of this Part 9 (Directors, Manager and Administration) and Christopher Turner (together the "Management Team").

Christopher Turner (Property Director)

Christopher is a Chartered Surveyor with more than 25 years' experience in the UK and European investment markets where he has built up extensive contacts with investors and developers of industrial, office and retail real estate. He has considerable experience in the acquisition, management and disposal of investments through all sectors, focusing on tenant management, covenant performance and active asset management to achieve overall investment returns.

Richard and Christopher are supported by Jamie Waldegrave, Chief Operating Offer, and Michael Perkins, Head of Finance, as well as an experienced asset management team of 6 people.

Michael Perkins, Head of Finance

Michael joined the Pacific Group in 2014 as a Financial Controller where he was primarily responsible for financial reporting across all group companies and partnerships. Since 2019, Michael has been responsible for the day-to-day financial operations of the Company, including external reporting and tax compliance. Prior to this, Michael was an Accounts Senior at Gerald Edelman, where he qualified as a chartered certified accountant.

2.3 Management Agreement

The Company initially appointed Pacific Capital Partners Limited as its AIFM and Manager. On 18 June 2021 the Company announced that, as part of an internal reorganisation of the Pacific Group, Pacific Capital Partners Limited novated its appointment as the Company's alternative investment fund manager to the Manager, another wholly owned subsidiary in the Pacific Group. The Company and the Manager have entered into the Management Agreement, a summary of which is set out at paragraph 8.2 of Part 14 (General Information) of this document, pursuant to which the Manager has, subject to overall supervision and direction of the Board, agreed to provide investment management services to the Company. The Manager acts as the Company's manager for the purposes of the AIFMD and certain other ancillary services. The Manager has delegated the day-to-day administration of the Company to the Pacific Group.

Under the Management Agreement, the Manager receives a management fee, payable quarterly in arrears as follows:

0.95 per cent. per annum of the Group's EPRA NTA up to, and including, £250 million;
0.90 per cent. per annum of the Group's EPRA NTA in excess of £250 million and up to and including £500 million; and
0.85 per cent. per annum of the Group's EPRA NTA in excess of £500 million.

The Management Agreement may be terminated by the Company or by the Manager giving 12 months' notice, such notice not to be given earlier than 17 April 2023.

2.4 LTIP

The Board believes that the success of the Company depends, in part, on the future performance of the Pacific Group and the Management Team. The Directors also recognise the importance of ensuring that the Pacific Group and the Management Team are incentivised and identify closely with the long-term success of the Company, in alignment with the Shareholders. The LTIP was established which the Board believe meets this objective.

Pursuant to the LTIP, Pacific Industrial LLP, an affiliate of the Manager has subscribed for shares issued in Urban Logistics Holdings Limited, a subsidiary of the Company. Under the terms of the LTIP, the Company is obliged to acquire the C ordinary shares in Urban Logistics Holdings Limited subject to certain condition.

Further details of the LTIP are set out at paragraph 6 of Part 14 (General Information) of this document.

3 OTHER ADVISERS

3.1 Company Secretary

Link Company Matters Limited has been appointed as company secretary to the Company pursuant to the terms of the Company Secretarial Services Agreement (further details of which are set out at paragraph 8.4 of Part 14 (General Information) of this document) to provide general company secretarial services to the Company (including, but not limited to, maintenance of the Company's statutory records).

3.2 Depositary

Indos Financial Limited has been appointed as Depositary to the Company pursuant to the terms of the Depositary Agreement (further details of which are set out at paragraph 8.3 of Part 14 (General Information) of this document).

3.3 Valuer

CBRE Limited has been appointed as valuer to the Company and provides valuations to the Company in accordance with the valuation policy set out paragraph 8 of Part 6 (The Company) of this document.

3.4 Auditor

RSM UK Audit LLP provides audit services to the Company. The fees charged by the Auditor depend on the services provided and on the time spent by the Auditor on the affairs of the Company.

3.5 Registrar

Computershare Investor Services PLC has been appointed to provide registrar services to the Company pursuant to the Registrar Agreement (further details of which are set out at paragraph 8.5 of Part 14 (General Information) of this document). Under the Registrar Agreement the Registrar has responsibility for maintaining the register of Shareholders, receiving transfers of Shares for certification and registration and receiving and registering Shareholders' dividend payments together with related services.

3.6 Receiving Agent

The Company has appointed Computershare Investor Services PLC to act as the Company's receiving agent for the purposes of the Offer for Subscription pursuant to the Receiving Agent Agreement. Details of the Receiving Agent Agreement are set out at paragraph 8.6 of Part 14 (General Information) of this document.

4 FEES AND EXPENSES

4.1 Expenses of the Initial Issue

The Company has incurred and will incur issue expenses that arise from, or are incidental to, the Initial Issue and Initial Admission. These expenses include the commissions payable under the Placing and Offer Agreement, the Receiving Agent's fees, listing and admission fees, printing, legal and accounting fees and any other applicable expenses.

The costs and expenses of, and incidental to, the Issue payable by the Company are expected to be 2 per cent. of the Initial Gross Proceeds.

4.2 Expenses of the Placing Programme

The issue expenses of the Company relating to the Placing Programme are those that arise from, or are incidental to, the issue of Shares issued pursuant to the Placing Programme and their Admission. These include the fees payable in relation to each subsequent Admission, the Shares issued pursuant to the Placing Programme, including listing fees, as well as the fees and commissions due under the Placing Agreement and any other applicable expenses in relation to the Placing and Offer Agreement.

The issue expenses of a Subsequent Placing pursuant to the Placing and Offer Agreement will be met by the Company from the proceeds of such Subsequent Placing.

4.3 Ongoing annual expenses

The Company incurs annual fees, charges and expenses in connection with the day to day running of the Company, which include fees paid to the Manager and other service providers as described above in addition to other expenses. The fees and expenses for the Company in respect of the period from 1 April 2018 to 30 September 2021 (including the ongoing annual expenses of the Company) can be found in the selected financial information of the Company which can be found in the Historical Financial Information incorporated into this document by reference as set out in Part 18 (Documents incorporated by reference) of this document. These are expected to reduce as fixed costs are spread over a larger capital base following the issue of new Shares.

The AIFM has prepared a key information document (KID) as required under the PRIIPs Regulation. That regulation requires costs to be calculated and presented in accordance with detailed and prescriptive rules. The KID is available on the Company's website at www.urbanlogisticsreit.com/investors/.

5 CONFLICTS OF INTEREST

The Pacific Group and its key individuals (including Richard Moffitt and Christopher Turner) may from time to time act as manager, investment manager or investment adviser in relation to, or be otherwise involved in, other funds established by parties other than the Company, which may have similar objectives to those of the Company. In particular:

the Manager is investment manager to the Company and may act in the same capacity for other entities; and
key individuals of the Pacific Group may be involved in other businesses or with other funds not involving the Company.

It is, therefore, possible that any of them may, in the course of business, have potential conflicts of interest with the Company. The Manager will, at all times, pursuant to the terms of the Management Agreement, have regard in such event to its obligations to the Company and will endeavour to ensure that such conflicts are resolved fairly. In addition, subject to applicable laws, any of the foregoing may deal, as principal or agent, with the Company, provided that such dealings are carried out as if effected on normal commercial terms negotiated on an arm's length basis with an independent counterparty. The Board will consider and, if appropriate, authorise any transactions with the Manager or any of its funds.

In terms of investment opportunities, the Manager shall not (and shall procure that each of its associates shall not) undertake any property acquisition and/or development activities in respect of property assets that would fall within the scope of the Company's investment policy without offering the Company a right of first refusal in respect of the same.

Further details of the Company's related party arrangements with the Pacific Group and its key individuals (including Richard Moffitt (and related entities) and Christopher Turner) are set out at paragraph 6 of Part 14 (General Information) of this document.

In relation to transactions in which a Director is interested, the Articles provide that (i) subject to due disclosure, no Director or proposed Director shall be disqualified by his office from contracting with the Company as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested render the Director liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established; and (ii) a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any material interest otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise through the Company. A Director may be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.

6 CORPORATE GOVERNANCE

6.1 Introduction

The Disclosure Guidance and Transparency Rules require the Company to: (i) make a corporate governance statement in its annual report and accounts based on the code to which it is subject, or with which it voluntarily complies; and (ii) describe its internal control and risk management arrangements.

The Directors recognise the importance of sound corporate governance. The Directors currently observe the requirements of the corporate governance code for small and mid-size quoted companies published by the Quoted Companies Alliance. From Admission, the Company shall comply with the AIC Code. In accordance with the AIC Code, the Company will, from Admission, comply with its obligations in relation to the UK Corporate Governance Code.

The Board has established an Audit Committee, a Management Engagement Committee, a Nomination Committee and an ESG Committee. These committees undertake specific activities through delegated

authority from the Board. Terms of reference for each committee have been adopted and are reviewed on a regular basis by the Board.

6.2 Audit Committee

The Audit Committee comprises Bruce Anderson (who is chair and is considered to have recent and relevant financial experience), Nigel Rich, Jonathan Gray and Heather Hancock, all of whom are independent non-executive directors. The Audit Committee meets at least four times a year. There are likely to be a number of other regular attendees at meetings of the Audit Committee, including other members of the Board and the Company's external auditors.

The Audit Committee is responsible for ensuring that the financial performance of the Company is properly reported and monitored. The Audit Committee reviews the annual and half year accounts, the accounting policies of the Company and key areas of accounting judgment, management information statements, financial announcements, internal control systems, risk management, the processes employed by the AIFM and the auditor to determine the underlying valuation of the investment portfolio and the continuing appointment of the auditors. It also monitors the whistle blowing policy and procedures over fraud and bribery.

Due to its size, structure and the nature of its activities, the Company does not have an internal audit function. The Audit Committee will continue to keep this matter under review.

6.3 Management Engagement Committee

The Management Engagement Committee is comprised of Nigel Rich (who is chair), Bruce Anderson, Jonathan Gray and Heather Hancock. The Management Engagement Committee meets at least once a year or more often, if required. Its principal duties are to consider the terms of appointment of the Manager and it reviews that appointment and the terms of the Management Agreement on an annual basis. The Management Engagement Committee also reviews the terms of appointment of other key service providers to the Company.

6.4 Nomination Committee

The Nomination Committee is comprised of Nigel Rich (who is chair), Bruce Anderson, Jonathan Gray, and Heather Hancock. The Nomination Committee meets at least once a year or more often if required. Its principal duties are to advise the Board on succession planning bearing in mind the balance of skills, knowledge and experience existing on the Board and will make recommendations to the Board in this regard. The Nomination Committee advises the Board on its balance of relevant skills, experience and length of service of the Directors serving on the Board. All appointments to the Board are made in a formal and transparent manner.

6.5 ESG Committee

The ESG Committee is comprised of Heather Hancock (who is chair), Nigel Rich, Bruce Anderson and Jonathan Gray. The ESG Committee meets at least once a year or more often if required. The ESG Committee advises on and recommends to the Board its ESG policy, and ensures this remains up to date with the Board's strategic objective regarding ESG, which is to achieve high governance standards and to scrutinise the Manager's progress in addressing the Board's ESG priorities and targets. The ESG Committee takes a strategic approach and identifies and pursues sustainability issues whereby the Company has optimal capacity to make a meaningful impact.

7 DIRECTOR SHARE DEALINGS

The Company has adopted a share dealing code in relation to the Shares, which is based on the requirements of the Listing Rules and MAR.

Part 10

Valuation Report

Report Date
15th November 2021

Valuation Date
30th September 2021

Addressee
The Directors
Urban Logistics REIT plc
6th Floor, 65 Gresham Street
London
EC2V 7NQ
(herein after referred to as “Urban Logistics” or the “Company”)

and

Alvarium Securities Ltd
10 Old Burlington Street
London
W1S 3AG
(in their capacity as Joint Bookrunner)

Panmure Gordon (UK) Limited
1 New Change
London
EC4M 9AF
(in their capacity as Joint Financial Adviser and Joint Bookrunner)

Kinmont Limited
5 Clifford St
London
W1S 2LG
(in their capacity as Joint Financial Adviser)

Singer Capital Markets Advisory LLP
1 Bartholomew Lane
London
EC2N 2AX
(in their capacity as Sponsor and Joint Financial Adviser)

and

Singer Capital Markets Securities Limited
1 Bartholomew Lane
London
EC2N 2AX
(in their capacity as Joint Bookrunners)

(and the above collectively referred to hereinafter as the “Addressees”)

The Properties	The properties held by Urban Logistics REIT plc as listed in the Schedule of Assets below (the “Properties”).
Instruction	To value the unencumbered freehold, heritable and leasehold interests (as applicable) in the Properties on the basis of Market Value as at the Valuation Date in accordance with the terms of engagement entered into between CBRE and the Addressees dated 15 November 2021.
Status of Valuer	You have instructed us to act as an External Valuer as defined in the current version of the RICS Valuation – Global Standards.
Please note that the Valuation may be investigated by the RICS for the purposes of the administration of the Institution’s conduct and disciplinary regulations in order to ensure compliance with the Valuation Standards.
Purpose and Basis of Valuation	The Valuation has been prepared for a Regulated Purpose as defined in the RICS Valuation – Global Standards (2020) (“Red Book”). We understand that our valuation report and the Appendices to it (together the “Valuation Report”) is required for inclusion in a Prospectus (the “Prospectus”) which is to be published by the Company pursuant to an offer of new ordinary shares and C shares in the Company and the admission of the existing and any new ordinary shares and C shares to listing on the premium listing segment of the FCA’s Official List and to trading on the premium segment of the Main Market of the London Stock Exchange.
The effective date of valuation is 30^{th} September 2021.
In accordance with the RICS Valuation Global Standards (2020) (“Red Book”) we have made certain disclosures in connection with this valuation instruction and our relationship with the Addressees.

Market Value (IFRS 13)

£695,135,000 (SIX HUNDRED AND NINETY FIVE MILLION ONE HUNDRED AND THIRTY FIVE THOUSAND POUNDS) exclusive of purchaser's costs VAT, as shown in Appendix A below.

Urban Logistics REIT plc has expressly instructed us not to disclose certain information which they consider commercially sensitive, including the individual market values of the properties.

As set out in Appendix B to this Valuation Report, there is one property of the portfolio which, individually, has a value of more than 5% of the aggregate of the individual market values.

We are required to show the split of values between freehold (and heritable) and leasehold property, and to report separately properties held for investment and held for development.

Type	Number of Properties	Freehold / Heritable £	* Long Leasehold £	Total £
Value of Freehold Properties held for Investment	70	£535,345,000		£535,345,000
Value of Long Leasehold Properties held for Investment	22		£152,200,000	£152,200,000
Value of Land held for Development	4	£7,590,000		£7,590,000
Portfolio Total	96	£542,935,000	£152,200,000	£695,135,000

*In excess to 50 years' unexpired term

There are no negative values to report.

The Company has expressly instructed us not to disclose the individual values or rents of the Properties which it considers commercially sensitive.

Portfolios and Aggregation

We have valued the Properties individually and no account has been taken of any discount or premium that may be negotiated in the market if all or part of the portfolio was to be marketed simultaneously, either in lots or as a whole.

Joint Tenancies and Indirect Investment Structures

Where a property is owned through an indirect investment structure or a joint tenancy in a trust for sale, our Valuation represents the relevant apportioned percentage of ownership of the value of the whole property, assuming full management control. Our Valuation therefore is unlikely to represent the value of the interests in the indirect investment structure through which the property is held.

Our Valuation does not necessarily represent the 'Fair Value' in accordance with IFRS 13 or FRS102 of the interests in the indirect investment structure through which the property is held.

Valuation Approach for Properties in Course of Development

In the case of properties in the course of development, where the residual method of Valuation is used, we should draw your attention to the fact that this approach is very sensitive to changes in key inputs. Small changes in variables such as sales volumes or build costs will have a disproportionate effect on land value as demonstrated below. Site values can therefore be susceptible to considerable variances as a result of changes in market conditions.

Report Format	Appendix A of this Valuation Report provides the Property Details and Market Value of the Portfolio lotted by region. Appendix B provides relevant details of those properties which have an individual Market Value in excess of 5% of the total aggregate Market Value of the Portfolio. Appendix C provides a table of information provided to CBRE by the Company.
Novel Coronavirus (COVID-19)	The outbreak of the Novel Coronavirus (COVID-19), declared by the World Health Organisation as a “Global Pandemic” on the 11 March 2020, has impacted many aspects of daily life and the global economy. However, in UK Industrial Logistics, as at the Valuation Date, transaction volumes provided enough up-to-date comparable market evidence upon which to base opinions of value. Given the unknown future impact of COVID-19 on the real estate market and the difficulty in differentiating between short-term impacts and longer-term structural market changes, we recommend that you keep the Valuation contained in this report under frequent review.
Rental Income	The Valuation we have provided reflects the rental income as at the Date of Valuation, as set out within this report, which the Company have confirmed to be correct and comprehensive. It also reflects any issues concerning the anticipated cash-flow that the Company have advised us of, as set out within this report. Given the uncertainties relating to the COVID-19 virus and the current restrictions on business activities, it is possible that there will be significant rental defaults and/or insolvencies leading to voids and a resulting shortfall in rental income. Should this occur, there will be a negative impact on the value of the subject property.
Compliance with Valuation Standards	The Valuation has been prepared in accordance with the latest version of the RICS Valuation – Global Standards (incorporating the International Valuation Standards) and the UK national supplement (the “Red Book”) current as the Valuation Date.
	The valuations are compliant with the International Valuation Standards and the London Stock Exchange requirements.
	Although 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) no. 809/2004 does not form part of the UK's EU Retained Law, the Financial Conduct Authority (FCA) expects Issuers to apply the provisions to the extent relevant. Accordingly, this valuation report is also compliant with paragraphs 128 to 130 of the ESMA update.
	The Properties have been valued by a valuer who is qualified for the purpose of the Valuation in accordance with the Red Book. We confirm that we have sufficient local and national knowledge of the particular property market involved and have the skills and understanding to undertake the Valuation competently.
	Where the knowledge and skill requirements of the Red Book have been met in aggregate by more than one valuer within CBRE, we confirm that a list of those valuers has been retained within the working papers, together with confirmation that each named valuer complies with the requirements of the Red Book.
	This Valuation is a professional opinion and is expressly not intended to serve as a warranty, assurance or guarantee of any particular value of the subject Properties. Other valuers may reach different conclusions as to the value of the subject Properties. This Valuation is for the sole purpose of providing the intended user with the valuer's independent professional opinion of the value of the subject Properties as at the Valuation Date.
Sustainability Considerations	Wherever appropriate, sustainability and environmental matters are an integral part of the valuation approach. ‘Sustainability’ is taken to mean the consideration of such matters as environment and climate change, health and well-being and corporate responsibility that can or do impact on the valuation of an asset. In a

	valuation context, sustainability encompasses a wide range of physical, social, environmental, and economic factors that can affect value. The range of issues includes key environmental risks, such as flooding, energy efficiency and climate, as well as matters of design, configuration, accessibility, legislation, management, and fiscal considerations – and current and historic land use. Sustainability has an impact on the value of an asset, even if not explicitly recognised. Valuers reflect markets, they do not lead them. Where we recognise the value impacts of sustainability, we are reflecting our understanding of how market participants include sustainability requirements in their bids and the impact on market valuations.
Climate Risk Legislation	The UK Government is currently producing legislation which enforces the transition to net zero by 2050, and the stated 78% reduction of greenhouse gases by 2035 (based on a 1990 baseline). We understand this to include an update to the Minimum Energy Efficiency Standards, stated to increase the minimum requirements from an E (since 2018) to a B in 2030. The government also intends to introduce an operational rating. It is not yet clear how this will be legislated, but fossil fuels used in building, such as natural gas for heating, are incompatible with the UK's commitment to be Net Zero Carbon by 2050. This upcoming legislation could have a potential impact to future asset value. We also note that the UK's introduction of mandatory climate related disclosures (reporting climate risks and opportunities consistent with recommendations by the “Task Force for Climate Related Financial Disclosure” (TCFD)), including the assessment of so-called physical and transition climate risks, will potentially have an impact on how the market views such risks and incorporates them into the sale of letting of assets. The European Union's “Sustainable Finance Disclosure Regulations” (SFDR) may impact on UK asset values due to the requirements in reporting to European investors.
Assumptions	The Properties details on which each Valuation are based are as set out in this report. We have made various assumptions as to tenure, letting, taxation, town planning, and the condition and repair of buildings and sites – including ground and groundwater contamination – as set out below. If any of the information or assumptions on which the Valuation is based are subsequently found to be incorrect, the Valuation figures may also be incorrect and should be reconsidered.
Variations and/or Departures from Standard Assumptions	None.
ESMA 130 (vi)	ESMA 130 (vi) requires us to comment on any differences between the valuation figure in this Valuation Report and the valuation figure included in the Company's latest published annual accounts, which were as at 30 September 2021.
	Since the publication of the Company's latest published annual accounts, the Company has acquired a further five investment properties. These properties are valued at an aggregate figure of £34,650,000 which, when combined with the £660,485,000 reported in the latest published annual accounts is the source of the difference.
Independence	The total fees, including the fee for this assignment, earned by CBRE Ltd (or other companies forming part of the same group of companies within the UK) from the Company (or other companies forming part of the same group of companies) is less than 5.0% of the total UK revenues. It is not anticipated this situation will vary in the financial year to 31 December 2021.

| Previous Involvement and Conflicts of Interest | We confirm that we have previously valued all the properties on your behalf of the Company for financial reporting purposes a bi-annual basis since March 2016. We have had no other previous material involvement with any of the properties.
Copies of our conflict of interest checks have been retained within the working papers. |
| --- | --- |
| Disclosure | The principal signatory of this report has continuously been the signatory of Valuations for the Company and the same Valuation purpose as this report since March 2016.
CBRE Ltd has continuously been carrying out Valuation instructions for the Company since March 2016.
CBRE Ltd has carried out Valuation, Agency and Professional services on behalf of the Company since March 2016. |
| Responsibility | For the purposes of Prospectus Regulation Rule 5.3.2R(2)(f), we are responsible for this Valuation Report and accept responsibility for the information contained in this Valuation Report and confirm that to the best of our knowledge 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 Rule 5.4.5G of the Prospectus Regulation Rules and Paragraphs 128 to 130 of the ESMA update of CESR’s recommendations for the consistent implementation the European Commission Regulation (EC) No. 809/2004 implementing the Prospectus Directive (as now applicable to the Prospectus Regulation ((EU) 2017/1129)).
Save for any responsibility arising under Prospectus Regulation Rule 5.3.2R(2)(f) 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 person as a result of, arising out of, or in accordance with this report or our statement, required by and given solely for the purposes of complying with Annex I item 23.1 of the Prospectus Directive Regulations, consenting to its inclusion in the Prospectus. |
| Reliance | This report is for the use only of the parties to whom it is addressed for the specific purpose set out herein and no responsibility is accepted to any third party for the whole or any part of its contents save as set out in “Responsibility” above.
No reliance may be placed upon the contents of this Valuation Report by any party for any purpose other than in connection with the Purpose of Valuation. |
| Publication | Neither the whole nor any part of our report nor any references thereto may be included in any published document, circular or statement nor published in any way without our prior written approval of the form and context in which it will appear.
Such publication of, or reference to this report will not be permitted unless it contains a sufficient contemporaneous reference to any departure from the Red Book or the incorporation of any special assumptions referred to herein. |
| | Yours faithfully
Yours faithfully |
| | Nick Knight
Executive Director
BEN Thomas MSc MRICS
RICS Registered Valuer
Senior Director
For and on behalf of CBRE Limited |

+44 2071822897
[email protected]
+44 2071822663
[email protected]

SCHEDULE OF ASSETS

Property/Unit	Tenure	Tenant
Caxton Road, Elm Farm Industrial Estate, Bedford MK41 0HT	Freehold	ACO Technologies PLC
Edison Road, Bedford MK41 0HU	Freehold	Righton & Blackburns Ltd
Prima Foam House, Caxton Road, Bedford MK41 0ZW	Freehold	Vita Cellular Foams (UK) Limited
Regent House, Wolseley Rd, Bedford MK42 7JY	Freehold	Multi-let
Unit 73 Interlink Way, Interlink Business Park, Bardon LE67 1LD	Freehold	Winit (UK) Ltd
Bruntcliffe Way, Leeds, LS27 0JG	Freehold	Multi-let
Plot 2000 Haverhill Business Park, Phoenix Rd, Haverhill, CB9 7AE	Freehold	HID Corporation Ltd
Plot 5000 Haverhill Business Park, Iceni Way, Haverhill CB9 7FD	Freehold	Culina Logistics Ltd
Hope Carr Lane, Leigh WN7 3XJ	Long Leasehold	XPO Transport Solutions UK Ltd
Legbrannock Road, Motherwell ML1 5SZ	Freehold	XPO Transport Solutions UK Ltd
10 Dodwells Road, Hinckley LE10 3BZ	Long Leasehold	XPO Supply Chain UK Ltd
Pontefract Road, Normanton WF6 1RW	Long Leasehold	XPO Transport Solutions UK Ltd
Unit A Belcon Industrial Estate, Essex Rd, Hoddesdon EN11 0DR	Long Leasehold	Sainsburys Supermarkets Ltd
Unit B Belcon Industrial Estate, Essex Rd, Hoddesdon EN11 0DR	Long Leasehold	Travis Perkins (Properties) Ltd
1A Alston Road, Hellesdon Park Industrial Estate, Norwich NR6 5DS	Freehold	DHL Supply Chain
DHL Unit, Lister Rd, Astmoor Road, Runcorn WA7 1SW	Freehold	Unipart Group Ltd
Leigh Commerce Park Leigh, Greater Manchester WN7 3XJ	Long Leasehold	OTC Direct Limited
DHL Supply Chain Limited, Wagonway Road, Hebburn NE31 1SP	Freehold	DHL Supply Chain
Network 421, Radclive Road, Gawcott, Buckingham MK18 4FD	Freehold	Manitowoc Crane Group UK Ltd
Sandfield Close, Moulton Park, Northampton NN3 6AB	Freehold	Panther Warehousing Ltd
West Way, Cotes Park Industrial Estate, Alfreton DE55 4QJ	Freehold	Unipart Group Ltd
Unit 1 Ravens Way, Crow Lane Industrial Estate, Northampton NN3 9UD	Freehold	Lubriage Limited
Uniformity Steel Works, 19 Don Road, Sheffield S9 2UD	Freehold	Cogne UK Ltd
Glaisdale Parkway, Nottingham NG3 4JX	Long Leasehold	Hillarys Blinds Ltd
16 Hudson Rd, Bedford MK41 0LZ	Freehold	Multi-let
Express House, Aylesford Way, Thatcham RG19 4ND	Freehold	DHL Parcel UK Ltd
Unit D5, Bonham Drive, Sittingbourne, Kent, ME10 3RN	Freehold	DHL Parcel UK Ltd
Cherrycourt Way, Marley Industrial Estate, Leighton Buzzard LU7 4UH	Long Leasehold	Tuffnells Parcels Express Ltd
87 Livingstone Rd, Walworth Industrial Estate, Andover SP10 5NS	Long Leasehold	Tuffnells Parcels Express Ltd
Gresham Rd, Bermuda Industrial Estate, Nuneaton CV10 7QR	Freehold	Tuffnells Parcels Express Ltd
Azalea Road, Rogerstone, Newport NP10 9SA	Freehold	Tuffnells Parcels Express Ltd
Ruthvenfield Rd, Inveralmond Estate, Perth PH1 3EE	Long Leasehold	Tuffnells Parcels Express Ltd

Abbotts Close, Lee Mill Industrial Estate, Plymouth PL21 9GA	Freehold	Tuffnells Parcels Express Ltd
Plot 103 Hollymoor Point, Rubery, B31 5HE	Freehold	Aquapak Polymers
Foxbridge Way, Normanton, WF6 1TL	Freehold	Unipart Group Ltd
1 Hampton Park West, Melksham, SN12 6GU	Freehold	G-Plan Upholstery Limited
1 Broad Ground Road, Redditch, B98 8YP	Freehold	Meritor Aftermarket UK Ltd
Stafford Park 18, Telford, TF3 3BN	Freehold	Wrekin Sheet Metal Ltd
Unit 2&3, Vauxhall Supplier Park, Ellesmere Port, CH65 1BL	Freehold	Multi-let
21A Burnbrae Drive, Paisley, PA3 3BW	Freehold	Agility Logistics
Unit 10, Tewkesbury Business Park, Tewkesbury, GL20 8ND	Freehold	Equinox Maintenance Ltd
Unit C Gildersome Link Industrial Park, Nepshaw Lane, Leeds, LS27 7JQ	Freehold	Walk Investments Limited
Denmore Industrial Estate, Aberdeen, AB23 8JW	Freehold	Multi-let
Brunel Way, Blackpool, FY4 5NP	Freehold	Giant Booker Ltd
Unit 9, Tower Close, St Peters Industrial Park, Huntingdon, PE29 7BZ	Freehold	Anglian Water Services Ltd
Hadleigh Road, Ipswich, IP2 0JD	Freehold	Giant Booker Ltd
Denmark House, Victoria Way, Newmarket, CB8 7AU	Freehold	Hermes Parcelnet Ltd
Burrington Way, Plymouth, PL5 3NY	Freehold	Giant Booker Ltd
Unit 10, Brookfields Way, Rotherham, S63 5DL	Part Freehold / Part Long Leasehold	Pegler Yorkshire Group Ltd
Unit 10 Blenheim Park Road, Nottingham, NG6 8YP	Long Leasehold	Health Store Wholesale Ltd
228 Old London Road, Colchester, CO6 1EQ	Freehold	Multi-let
25 Wellheads Terrace, Dyce, Aberdeen, AB21 7GF	Freehold	Iron Mountain (UK) Limited
Unit 4, Barker Business Park, Melmerby, Ripon, HG4 5NB	Freehold	Nidd Transport Limited
Lakeside Industrial Estate, Stanton Harcourt, Witney, Oxfordshire, OX29 5TR	Long Leasehold	Ceva Logistics Ltd
Units 10a and 10b, 700 Avenue West, Skyline 120, Great Notley, Braintree, Essex, CM77 7AA	Freehold	Delamode PLC
The Range, Winwick Road, Warrington, WA2 7NY	Part Freehold / Part Long Leasehold	CDS (Superstores International) Limited
Booker, Brittern Road, Sowton Industrial Estate, Exeter, Devon, EX2 7LW	Long Leasehold	Booker Cash & Carry Limited
Units 1-5, Charlton Mead Lane, Hoddesdon, Hertfordshire, EN11 0DJ	Freehold	Multi-let
Radial 27, Unit 11 Barnes Wallis Road, Segensworth, Fareham, PO15 5TT	Long Leasehold	Amazon UK Services Ltd
LF50, Lodge Farm Industrial Estate, Lodgeway, Northampton, NN5 7SL	Freehold	Trans Global Freight Management Limited
Unit 104, 260-266 Helen Street, Glasgow, G51 3JG	Freehold	Iron Mountain (UK) Plc
Units 13 and 14, Lime Kilns, Hinckley, LE10 3EL	Freehold	Multi-let
Units 1-3 Opal Way, Stone, ST15 0SS	Freehold	Multi-let
Plot A, Tungsten Park, Southwater, RH13 9RT	Freehold	Vacant
Plots DC2, DC3 and DC4, Exeter Gateway, Exeter EX5 2DS	Long Leasehold	Amazon UK Services Limited/Vacant
Peterborough Gateway, Alwalton Hill, PE7 3AG	Freehold	Multi-let
Great Bear, Thermal Road, Bromborough, Wirral CH62 3PS	Long Leasehold	Great Bear Distribution Ltd
Rotherham 125, Rotherham, South Yorkshire, S66 8EL	Long Leasehold	Carlton Forest Group LLP
Unit 6, Deer Park Court, Donnington Wood, Telford, Shropshire, England, TF2 7NA	Freehold	A.J. Maiden and Son Limited
30 Woodward Avenue, Yate, Bristol, BS37 5YS	Freehold	David Hathaway Transport Limited

Unit 8, Interface Business Park, Bincknoll Lane, Royal Wootton Bassett, SN4 8SY	Freehold	David Hathaway Transport Limited
Units 7, 10A & 10 Adlington Industrial Estate, London Road, Adlington, Macclesfield, SK10 4NL	Long Leasehold	William Kirk Limited
Leigh B, Greenfold Way, Leigh Commerce Park, Leigh, WN7 3XJ	Freehold	XPO Holdings UK & Ireland Limited
Unit SC101 Pointon Way, Stonebridge Cross Business Park, Hampton Lovett, Droitwich, WR9 0LW	Freehold	Spire Healthcare Limited
Land at Postley Road, Bedford, MK42 7BU	Freehold	Urban Reserve (Asset Co) Limited
Unit 2, 43 St Peters Road, Huntingdon, Cambridge, PE29 7AA	Long Leasehold	FedEx UK Ltd
Costa and The Range, Milton Link, Edinburgh, EH15 3QH	Freehold	Multi-let
Unit 10, Stretton Distribution Centre, Grappenhall Lane, Appleton, Warrington, WA4 4QT	Freehold	Mark Thompson Transport Ltd
ZF Services Ltd, Abbeyfield Road, Nottingham, NG7 2SX	Freehold	ZF Great Britain Ltd
Creative House, Station Road, Theale, Reading, RG7 4PD	Freehold	Creative Structures Group Limited
1 Goddard Road, Ipswich IP1 5NP	Freehold	Red Dot Europe Limited
Unit 6, Sinclair Drive, Wellingborough, NN8 6TZ	Freehold	Speedpac Limited
Unit 2, The Waterfront Business Park, Brierley Hill, DY5 1LX	Long Leasehold	Royal Mail Group Ltd
Wilsons, Sawtry, Huntingdon, PE28 5XN	Freehold	Wilsons Ltd
Units 20 & 21 Woodside Industrial Park, Letchworth Garden City	Long Leasehold	Multi-let
Unit G, Swift Park, Rugby, CV21 1DZ	Freehold	H+K Distribution Ltd
Farnham Trading Estate, Surrey, GU9 9NN	Long Leasehold	Multi-let
Land at Castle Donnington	Freehold	Vacant
Land at Optimus Point, Leicester	Freehold	Vacant
Land at Bleinham Park, Nottingham	Freehold	Vacant
Land at Rochdale	Freehold	Vacant
Unit at Catfoss Lane Brandesburton Driffield YO25 8EJ	Freehold	Premier Modular Ltd
SBD Greenlane Industrial Estate Spennymoor DL16 6YJ	Freehold	Stanley Black and Decker UK Ltd
Unit 18/19 Walworth Industrial Estate Andover SP10 5LQ	Freehold	Vacant
Edgar House Lockett Road South Lancashire Industrial Estate Wigan WN4 8DE	Freehold	Chemviron
Alpha Bridge Road Golborne Warrington WA3 3BB	Freehold	Alpha UK Ltd

Source of Information and Scope of Works

Sources of Information	We have carried out our work based upon information supplied to us by Urban Logistics REIT plc, as set out within this report, which we have assumed to be correct and comprehensive.
	We have included a schedule in Appendix C of the various due diligence items provided to us by the Company and their advisors, for the purposes of our initial valuation as at 31 March 2016 and thereafter on additional properties entering the portfolio.
The Properties	Our report contains a brief summary of the Property details on which our Valuation has been based.
Inspection	In accordance with your instructions, we have not re-inspected the Properties for the purposes of this valuation. We have inspected all the Properties internally within the last three years under the terms of the Company's instructions for us to value the Properties for financial reporting purposes. Following the outbreak of the Novel Coronavirus (COVID-19) declared by the World Health Organisation as a “Global Pandemic” on 11th March 2020, we were unable to carryout internal inspections between 25 March 2020 and 18 May 2020. Subsequent to this, internal inspections need to comply with new UK Government, PHE, Regional and local guidance. With some properties it has not been possible to arrange an inspection in compliance with the new guidelines and we have been unable to inspect these assets internally within the last 12 months. We have therefore valued these Properties subject to an external inspection, adopting the assumptions concerning the state of these Properties as set out within this report. The Company has confirmed that they are not aware of any material changes to the physical attributes of these properties, since the last inspection. We have assumed this advice to be correct. Where valuations are undertaken on a desktop basis, the valuer will not carry out the usual range of enquiries performed during an inspection of these Properties and will make the appropriate assumptions based on the information provided or available that, without inspection, cannot be verified. There are heightened and inherent uncertainty and risks relying upon a valuation prepared on a desktop basis
Areas	We have not measured the Properties but have relied upon the floor areas provided to us by the Company or their professional advisors, which we have assumed to be correct and comprehensive, and which the Company has advised us have been calculated using the: Gross Internal Area (GIA), Net Internal Area (NIA) or International Property Measurement Standard (IPMS) 3 – Office, measurement methodology as set out in the latest edition of the RICS Property Measurement Standards.
Environmental Considerations	We have not been instructed to make any investigations in relation to the presence or potential presence of contamination in land or buildings or the potential presence of other environmental risk factors and to assume that if investigations were made to an appropriate extent then nothing would be discovered sufficient to affect value. We have not carried out investigation into past uses, either of the property or of any adjacent lands, to establish whether there is any potential for contamination from such uses or sites, or other environmental risk factors and have therefore assumed that none exists.

Services and Amenities	We understand that the Properties are located in an area served by mains gas, electricity, water and drainage. None of the services have been tested by us. Enquiries regarding the availability of utilities/services to any proposed developments are outside the scope of our report.
Repair and Condition	We have not carried out building surveys, tested services, made independent site investigations, inspected woodwork, exposed parts of the structure which were covered, unexposed or inaccessible, nor arranged for any investigations to be carried out to determine whether or not any deleterious or hazardous materials or techniques have been used, or are present, in any part of the Properties. We are unable, therefore, to give any assurance that the Properties are free from defect.
Town Planning	We have not undertaken planning enquiries.
Titles, Tenures and Lettings	Details of title/tenure under which the Properties are held and of lettings to which it is subject are as supplied to us. We have not generally examined nor had access to all the deeds, leases or other documents relating thereto. Where information from deeds, leases or other documents is recorded in this report, it represents our understanding of the relevant documents. We should emphasise, however, that the interpretation of the documents of title (including relevant deeds, leases and planning consents) is the responsibility of your legal adviser. We have not conducted credit enquiries on the financial status of any tenants. We have, however, reflected our general understanding of purchasers’ likely perceptions of the financial status of tenants

Valuation Assumptions

Introduction	An Assumption is defined in the Red Book Glossary and VPS 4 to be a “supposition taken to be true” (an “Assumption”).Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that it has been agreed need not be verified by the valuer as part of the valuation process. Assumptions are made when it is reasonable for the valuer to accept that something is true without the need for specific investigation.The Company has confirmed and we confirm that our Assumptions are correct as far as The Company and we, respectively, are aware. In the event that any of these Assumptions prove to be incorrect then our valuations should be reviewed.The principal Assumptions which we have made are stated within this Valuation Report.For the avoidance of doubt, the Assumptions made do not affect compliance with the approach to Market Value under the Red Book.
Capital Values	Each valuation has been prepared on the basis of “Market Value”), 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.”The Valuation represents the figure that would appear in a hypothetical contract of sale at the Valuation Date. No adjustment has been made to this figure for any expenses of acquisition or realisation - nor for taxation which might arise in the event of a disposal.No account has been taken of any inter-company leases or arrangements, nor of any mortgages, debentures or other charge.No account has been taken of the availability or otherwise of capital based Government or European Community grants.
Taxation, Costs and Realisation Costs	As stated above, no allowances have been made for any expenses of realisation nor for taxation which might arise in the event of a disposal.
	Our valuations reflect purchasers’ statutory and other normal acquisition costs.
VAT	We have not been advised whether the properties are elected for VAT.
	All rents and capital values stated in this report are exclusive of VAT.
Passing Rent	Passing rents quoted in this report are the rents which are currently payable under the terms of the leases. Passing rents exclude service charges and VAT and are prior to deduction of any non-recoverable costs. Passing rents exclude turnover rents, mall incomes and other miscellaneous incomes.
Net Annual Rent	Net annual rent is defined for the purposes of this transaction as “the current income or income estimated by the valuer:(i) ignoring any special receipts or deduction arising from the property;(ii) excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and(iii) after making deductions for superior rents (but not for amortisation), and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent”.
Estimated Net Annual Rental Value	The estimated net annual rental value is based on the current rental value of each of the Properties. The rental value reflects the terms of the leases where the Properties, or parts thereof, are let at the date of valuation. Where the Properties, or parts thereof, are vacant at the date of valuation, the rental value

	reflects the rent we consider would be obtainable on an open market letting as at the date of valuation.
Rental Values	Unless stated otherwise rental values indicated in our report are those which have been adopted by us as appropriate in assessing the capital value and are not necessarily appropriate for other purposes, nor do they necessarily accord with the definition of Market Rent in the Red Book, which is as follows:"The estimated amount for which an interest in real property should be leased on the Valuation Date between a willing lessor and a willing lessee on appropriate lease terms in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion."
Fixtures, Fittings and Equipment	Where appropriate we have regarded the shop fronts of retail and showroom accommodation as forming an integral part of the building.Landlord's fixtures such as lifts, escalators, central heating and other normal service installations have been treated as an integral part of the building and are included within our Valuations.Process plant and machinery, tenants' fixtures and specialist trade fittings have been excluded from our Valuations.All measurements, areas and ages quoted in our report are approximate.
Environmental Matters	In the absence of any information to the contrary, we have assumed that:a) the Properties are not contaminated and is not adversely affected by any existing or proposed environmental law;b) any processes which are carried out on the Properties which are regulated by environmental legislation are properly licensed by the appropriate authorities;c) in England and Wales, the Properties possesses current Energy Performance Certificates (EPCs) as required under the Government's Energy Performance of Buildings Directive – and that they have an energy efficient standard of ‘E’, or better. We would draw your attention to the fact that under the Energy Efficiency (Private Rented Property) (England and Wales) Regulations 2015 it became unlawful for landlords to rent out a business premise from 1st April 2018 – unless the site has reached a minimum EPC rating of an ‘E’, or secured a relevant exemption. In Scotland, we have assumed that the Properties possesses current EPCs as required under the Scottish Government's Energy Performance of Buildings (Scotland) Regulations – and that they meet energy standards equivalent to those introduced by the 2002 building regulations. We would draw your attention to the fact the Assessment of Energy Performance of Non-Domestic Buildings (Scotland) Regulations 2016 came into force on 1st September 2016.From this date, building owners are required to commission an EPC and Action Plan for sale or new rental of non-domestic buildings bigger than 1,000 sq m that do not meet 2002 building regulations energy standards. Action Plans contain building improvement measures that must be implemented within 3.5 years, subject to certain exemptions;d) In January 2021 the Government closed the consultation period that focused on its latest proposals in England and Wales for ‘improving the energy performance of privately rented homes’. The key tenets of the proposals are to; reduce emissions; tackle fuel poverty; improve asset quality; reduce energy bills; enhance energy security; and support associated employment. The proposals are wide ranging and they

introduce new demands on residential landlords through Energy Performance Certificates ('EPCs'). Existing PRS Regulations set a minimum standard of EPC Band E for residential units to be lettable. The Government proposals see this threshold being raised to EPC Band C for all new tenancies created from 01 April 2025 and for all existing tenancies by 01 April 2028. The principle for relevant building works is to be 'fabric first' meaning maximisation of components and materials that make up the building fabric to enhance, for example, insulation, ventilation and air-tightness. The proposals also cite; compliance measures and penalties for landlords, letting agents and local authorities; and affordability support for carrying out necessary works. The implication is (as with the existing EPC Band E requirement) that private rented units may effectively be rendered unlettable if they fail to meet or exceed the minimum EPC requirement. It is expected that the Government will respond to the consultation process in Q2/Q3 2021 with any new regulations taking effect in Q3/Q4 2021. At present it is not clear how the market would respond to these proposals were they to be implemented as currently drafted; neither do we have any visibility of changes that may be made to the proposals following the consultation process. Our Valuation reflects market conditions and regulations effective at the Valuation date; we make no additional allowances for any future works that may be required in order to ensure that the subject assets would remain lettable under revised regulations;

e) the Properties are either not subject to flooding risk or, if it is, that sufficient flood defences are in place and that appropriate building insurance could be obtained at a cost that would not materially affect the capital value; and

f) invasive species such as Japanese Knotweed are not present on the Properties.

High voltage electrical supply equipment may exist within, or in close proximity of, the Properties. The National Radiological Protection Board (NRPB) has advised that there may be a risk, in specified circumstances, to the health of certain categories of people. Public perception may, therefore, affect marketability and future value of the Properties. Our Valuation reflects our current understanding of the market and we have not made a discount to reflect the presence of this equipment.

Repair and Condition

In the absence of any information to the contrary, we have assumed that:

a) there are no abnormal ground conditions, nor archaeological remains, present which might adversely affect the current or future occupation, development or value of the Properties;

b) the Properties are free from rot, infestation, structural or latent defect;

c) no currently known deleterious or hazardous materials or suspect techniques, including but not limited to Composite Panelling, ACM Cladding, High Alumina Cement (HAC), Asbestos, have been used in the construction of, or subsequent alterations or additions to, the Properties; and

d) the services, and any associated controls or software, are in working order and free from defect.

We have otherwise had regard to the age and apparent general condition of the Properties. Comments made in the property details do not purport to express an opinion about, or advise upon, the condition of uninspected parts and should not be taken as making an implied representation or statement about such parts.

Title, Tenure, Lettings, Planning, Taxation and Statutory & Local Authority Requirements

Unless stated otherwise within this report, and in the absence of any information to the contrary, we have assumed that:

a) the Properties possesses a good and marketable title free from any onerous or hampering restrictions or conditions;

b) the building has been erected either prior to planning control, or in accordance with planning permissions, and has the benefit of permanent planning consents or existing use rights for their current use;

c) the Properties is not adversely affected by town planning or road proposals;

d) the building complies with all statutory and local authority requirements including building, fire and health and safety regulations, and that a fire risk assessment and emergency plan are in place;

e) only minor or inconsequential costs will be incurred if any modifications or alterations are necessary in order for occupiers of the Properties to comply with the provisions of the Disability Discrimination Act 1995 (in Northern Ireland) or the Equality Act 2010 (in the rest of the UK);

f) all rent reviews are upward only and are to be assessed by reference to full current market rents;

g) there are no tenant's improvements that will materially affect our opinion of the rent that would be obtained on review or renewal;

h) tenants will meet their obligations under their leases, and are responsible for insurance, payment of business rates, and all repairs, whether directly or by means of a service charge;

i) there are no user restrictions or other restrictive covenants in leases which would adversely affect value;

j) where more than 50% of the floorspace of the Properties is in residential use, the Landlord and Tenant Act 1987 (the "Act") gives certain rights to defined residential tenants to acquire the freehold/head leasehold interest in the Properties. Where this is applicable, we have assumed that necessary notices have been given to the residential tenants under the provisions of the Act, and that such tenants have elected not to acquire the freehold/head leasehold interest. Disposal on the open market is therefore unrestricted;

k) where appropriate, permission to assign the interest being valued herein would not be withheld by the landlord where required;

l) vacant possession can be given of all accommodation which is unlet or is let on a service occupancy; and

m) Land Transfer Tax (or the local equivalent) will apply at the rate currently applicable.

In the UK, Stamp Duty Land Tax (SDLT) in England and Northern Ireland, Land and Buildings Transaction Tax (LABTT) in Scotland or Land Transaction Tax (LTT) in Wales, will apply at the rate currently applicable

Appendix A: Properties Details

Property Details: Properties Lotted by UK Region

SOUTH EAST

TENURE	NUMBER OF ASSETS	FLOOR AREA (SO FT)	PASSING RENT PER ANNUM	ERV PER ANNUM	MARKET VALUE (100%)
Freehold	24	1,841,684	£10,858,670	£12,412,035	£224,720,000
Long Leasehold	9	462,866	£2,369,797	£3,558,883	£54,875,000
Land Held for Development	0	0	£0	£0	£0
Totals	33	2,304,550	£13,228,467	£15,970,918	£279,595,000

SOUTH WEST & WALES

TENURE	NUMBER OF ASSETS	FLOOR AREA (SO FT)	PASSING RENT PER ANNUM	ERV PER ANNUM	MARKET VALUE (100%)
Freehold	8	350,862	£1,870,802	£2,333,925	£43,010,000
Long Leasehold	1	84,914	£404,191	£406,000	£5,400,000
Land Held for Development	0	0	£0	£0	£0
Totals	9	435,776	£2,274,993	£2,739,925	£48,410,000

MIDLANDS

TENURE	NUMBER OF ASSETS	FLOOR AREA (SQ FT)	PASSING RENT PER ANNUM	ERV PER ANNUM	MARKET VALUE (100%)
Freehold	16	1,036,139	£5,811,655	£6,357,694	£114,145,000
Long Leasehold	4	278,962	£1,364,560	£1,427,996	£23,035,000
Land Held for Development	3	0	£0	£0	£5,480,000
Totals	23	1,315,101	£7,176,215	£7,785,690	£142,660,000

YORKSHIRE & NORTH EAST

TENURE	NUMBER OF ASSETS	FLOOR AREA (SQ FT)	PASSING RENT PER ANNUM	ERV PER ANNUM	MARKET VALUE (100%)
Freehold	8	801,212	£3,677,372	£3,430,573	£56,580,000
Long Leasehold	3	392,664	£2,158,015	£1,589,200	£30,930,000
Land Held for Development	0	0	£0	£0	£0
Totals	11	1,193,876	£5,835,387	£5,019,773	£87,510,000

NORTH WEST

TENURE	NUMBER OF ASSETS	FLOOR AREA (SQ FT)	PASSING RENT PER ANNUM	ERV PER ANNUM	MARKET VALUE (100%)
Freehold	9	867,131	£3,275,857	£3,837,443	£57,340,000
Long Leasehold	3	314,974	£1,716,655	£1,763,950	£31,700,000

Land Held for Development	1	0	£0	£0	£2,110,000
Totals	13	1,182,105	£4,992,512	£5,601,393	£91,150,000

SCOTLAND

TENURE	NUMBER OF ASSETS	FLOOR AREA (SQ FT)	PASSING RENT PER ANNUM	ERV PER ANNUM	MARKET VALUE (100%)
Freehold	5	456,723	£2,787,926	£3,096,174	£39,550,000
Long Leasehold	2	115,224	£507,700	£522,750	£6,260,000
Land Held for Development	0	0	£0	£0	£0
Totals	7	571,947	£3,295,626	£3,618,924	£45,810,000

Appendix B: Properties Exceeding 5% of Aggregate Market Value of Portfolio

PROPERTY ADRESS	DESCRIPTION AND TENURE	TENANCY	MARKET VALUE
Charlton Mead Lane, Hoddesdon, Hertfordshire, EN11 0DJ	Five industrial units let to two tenants held for investment purposes which provides 181,996 sq ft of accommodation. The asset is located in Hoddesdon, Hertfordshire. Freehold.	Let to Muller UK & Ireland Group LLP expiring 30^{th} August 2030 and to Fidens Studios Ltd expiring 10^{th} February 2031.	£48,815,000

Appendix C: Information Received

Address	Tenancy Informations*	Technical Cost Difference	Environmental Due Difference	EPC	Measured Survey
Unit 73 Interlink Way, Interlink Business Park, Bardon LE67 1LD	✓	✓	X	✓	✓
Caxton Road, Elm Farm Industrial Estate, Bedford MK41 0HT	✓	✓	X	✓	✓
Prima Foam House, Caxton Road, Bedford MK41 0ZW	✓	✓	X	✓	✓
Edison Road, Bedford MK41 0HU	✓	✓	X	✓	✓
Regent House, Wolseley Rd, Bedford MK42 7JY	✓	✓	X	✓	✓
Land at Postley Road, Bedford, MK42 7BU	✓	X	X	X	X
Bruntcliffe Way, Leeds, LS27 0JG	✓	✓	X	✓	✓
Plot 2000 Haverhill Business Park, Phoenix Rd, Haverhill, CB9 7AE	✓	X	X	X	✓
Plot 5000 Haverhill Business Park, Iceni Way, Haverhill CB9 7FD	✓	✓	X	X	✓
Hope Carr Lane, Leigh WN7 3XJ	✓	X	X	X	X
Legbrannock Road, Motherwell ML1 5SZ	✓	✓	X	✓	✓
10 Dodwells Road, Hinckley LE10 3BZ	✓	✓	X	✓	✓
Pontefract Road, Normanton WF6 1RW	✓	✓	X	✓	✓
Unit A Belcon Industrial Estate, Essex Rd, Hoddesdon EN11 0DR	✓	✓	X	✓	✓
Unit B Belcon Industrial Estate, Essex Rd, Hoddesdon EN11 0DR	✓	✓	X	✓	✓
Network 421, Radclive Road, Gawcott, Buckingham MK18 4FD	✓	X	X	X	X
DHL Supply Chain Limited, Wagonway Road, Hebburn NE31 1SP	✓	X	X	X	X
1A Alston Road, Hellesdon Park Industrial Estate, Norwich NR6 5DS	✓	X	X	X	X
Leigh Commerce Park Leigh, Greater Manchester WN7 3XJ	✓	✓	✓	✓	✓
Lister Rd, Astmoor Road, Runcorn WA7 1SW	✓	X	X	X	X
Sandfield Close, Moulton Park, Northampton NN3 6AB	✓	X	X	X	X
West Way, Cotes Park Industrial Estate, Alfreton DE55 4QJ	✓	✓	X	X	X
Unit 1 Ravens Way, Crow Lane Industrial Estate, Northampton NN3 9UD	✓	X	X	X	X
Uniformity Steel Works, 19 Don Road, Sheffield S9 2UD	✓	X	X	X	X
Glaisdale Parkway, Nottingham NG3 4JX	✓	X	X	X	X

Highest level of education required

69
| 16 Hudson Rd, Bedford MK41 0LZ | ✓ | X | X | X | X |
| --- | --- | --- | --- | --- | --- |
| Express House, Aylesford Way, Thatcham RG19 4ND | ✓ | X | X | X | X |
| Unit D5, Bonham Drive, Sittingbourne, Kent, ME10 3RN | ✓ | X | X | X | X |
| 87 Livingstone Rd, Walworth Industrial Estate, Andover SP10 5NS | ✓ | X | X | X | X |
| Gresham Rd, Bermuda Industrial Estate, Nuneaton CV10 7QR | ✓ | ✓ | X | ✓ | X |
| Cherrycourt Way, Marley Industrial Estate, Leighton Buzzard LU7 4UH | ✓ | X | X | X | X |
| Azalea Road, Rogerstone, Newport NP10 9SA | ✓ | X | X | X | X |
| Ruthvenfield Rd, Inveralmond Estate, Perth PH1 3EE | ✓ | X | X | X | X |
| Abbotts Close, Lee Mill Industrial Estate, Plymouth PL21 9GA | ✓ | X | X | X | X |
| Opal Way, Stone, ST15 0SS | ✓ | X | X | X | ✓ |
| Plot A, Tungsten Park, Southwater, RH13 9RT | ✓ | X | X | X | ✓ |
| Unit 13 & 14, Lime Kilns, Hinckley, LE10 3EL | ✓ | X | X | X | ✓ |
| Plot 103 Hollymoor Point, Rubery, B31 5HE | ✓ | ✓ | X | X | X |
| Unit 10, Tewkesbury Business Park, Tewkesbury, GL20 8ND | ✓ | X | X | X | X |
| 1 Hampton Park West, Melksham, SN12 6GU | ✓ | X | X | X | X |
| Burrington Way, Plymouth, PL5 3NY | ✓ | X | X | X | X |
| Unit 9, Tower Close, St Peters Industrial Park, Huntingdon, PE29 7BZ | ✓ | X | X | X | X |
| Hadleigh Road, Ipswich, IP2 0JD | ✓ | X | X | X | X |
| Denmark House, Victoria Way, Newmarket, CB8 7AU | ✓ | X | X | X | X |
| 228 Old London Road, Colchester, CO6 1EQ | ✓ | X | X | X | X |
| Foxbridge Way, Normanton, WF6 1TL | ✓ | X | X | X | X |
| Unit 2 & 3, Vauxhall Supplier Park, Ellesmere Port, CH65 1BL | ✓ | X | X | X | X |
| Stafford Park 18, Telford, TF3 3BN | ✓ | X | X | X | X |
| 1 Broad Ground Road, Redditch, B98 8YP | ✓ | X | X | X | X |
| Brunel Way, Blackpool, FY4 5NP | ✓ | X | X | X | X |
| 21A Burnbrae Drive, Paisley, PA3 3BW | ✓ | X | X | X | X |
| Unit C Gildersome Link Industrial Park, Nepshaw Lane, Leeds, LS27 7JQ | ✓ | X | X | X | X |
| Unit 10, Brookfields Way, Rotherham, S63 5DL | ✓ | X | X | X | X |
| 25 Wellheads Terrace, Dyce, Aberdeen, AB21 7GF | ✓ | X | X | X | X |
| Denmore Industrial Estate, Aberdeen, AB23 8JW | ✓ | X | X | X | X |

Unit 10 Blenheim Park Road, Nottingham, NG6 8YP	X	X	X	X	X
Plots DC2, DC3 & DC4 Exeter Gateway, Exeter EX5 2DS	✓	X	X	X	X
Peterborough Gateway, Alwalton Hill, PE7 3AG	✓	X	X	X	X
Great Bear, Thermal Road, Bromborough, Wirral CH62 3PS	✓	✓	✓	✓	✓
Rotherham 125, Rotherham, South Yorkshire, S66 8EL	✓	✓	X	✓	✓
Unit 6, Deer Park Court, Donnington Wood, Telford, Shropshire, England, TF2 7NA	✓	✓	✓	✓	✓
30 Woodward Avenue, Yate, Bristol, BS37 5YS	✓	✓	X	✓	✓
Unit 8, Interface Business Park, Bincknoll Lane, Royal Wootton Bassett, SN4 8SY	✓	✓	✓	✓	✓
Adlington Industrial Estate, London Road, Adlington, Macclesfield, SK10 4NL	✓	✓	✓	✓	✓
Leigh B, Greenfold Way, Leigh Commerce Park, Leigh, WN7 3XJ	✓	✓	✓	✓	✓
Unit SC101 Pointon Way, Stonebridge Cross Business Park, Hampton Lovett, Droitwich, WR9 0LW	✓	✓	✓	✓	✓
Radial 27, Unit 11 Barnes Wallis Road, Segensworth, Fareham, PO15 5TT	✓	✓	✓	✓	✓
LF50, Lodge Farm Industrial Estate, Lodgeway, Northampton, NN5 7SL	✓	✓	✓	✓	✓
Unit 104, 260-266 Helen Street, Glasgow, G51 3JG	✓	X	X	✓	✓
Charlton Mead Lane, Hoddesdon, Hertfordshire, EN11 0DJ	✓	✓	✓	✓	✓
The Range, Winwick Road, Warrington, WA2 7NY	✓	✓	X	✓	✓
Booker, Brittern Road, Sowton Industrial Estate, Exeter, Devon, EX2 7LW	✓	✓	X	✓	✓
Unit 4, Barker Business Park, Melmerby, Ripon, HG4 5NB	✓	X	X	X	X
Unit 2, 43 St Peters Road, Huntingdon, Cambridge, PE29 7AA	✓	X	X	X	X
Lakeside Industrial Estate, Stanton Harcourt, Witney, Oxfordshire, OX29 5TR	✓	X	X	X	X
Units 10a and 10b, 700 Avenue West, Skyline 120, Great Notley, Braintree, Essex, CM77 7AA	✓	X	X	X	X
1 Goddard Road, Ipswich IP1 5NP	✓	X	X	X	X
Creative House, Station Road, Theale, Reading, RG7 4PD	✓	X	X	X	X
Unit 2, The Waterfront Business Park, Brierley Hill, DY5 1LX	✓	X	X	X	X
Unit 6, Sinclair Drive, Wellingborough, NN8 6TZ	✓	X	X	X	X
ZF Services Nottingham	✓	X	X	X	X
Unit G Swift Park, Rugby, CV21 1DZ	✓	X	X	X	X
Wilsons Limited, Sawtry, Huntingdon, PE28 5XN	✓	X	X	X	X

Farnham Trading Estate, Farnham, GU9 9NN	✓	X	X	X	X
Land at Willow Farm, Castle Donnington, DE74 2UB	N/A - Land	X	X	X	X
Land at Blenhelm Park, Nottingham NG6 8YP	N/A - Land	X	X	X	X
Land at Optimus Point, Leicester, LE3 8JS	N/A - Land	X	X	X	X
Land at Kingsway Business Park, Rochdale, OL16 4W	N/A - Land	X	X	X	X
Units 20 & 21 Woodside Industrial Park, Letchworth Garden City	✓	✓	✓	X	✓
Unit 10, Stretton Distribution Centre, Grappenhall Lane, Appleton, Warrington	✓	X	X	X	X
The Range & Costa, Milton Link, Edinburgh, EH15 3QH.	✓	X	X	X	X
Unit at Catfoss Lane Brandesburton Driffield YO25 8EJ	✓	✓	✓	X	✓
SBD Greenlane Industrial Estate Spennymoor DL16 6YJ	✓	✓	✓	X	✓
Unit 18/19 Walworth Industrial Estate Andover SP10 5LQ	N/A - Vacant	X	X	X	X
Edgar House Lockett Road South Lancashire Industrial Estate Wigan WN4 8DE	✓	✓	✓	X	X
Alpha Bridge Road Golborne Warrington WA3 3BB	✓	X	✓	X	X

*Tenancy information includes leases, tenancy schedules and rent review memoranda as appropriate

Part 11

The Initial Issue

1 INTRODUCTION

The Initial Net Proceeds, after deduction of expenses, are expected to be £196 million on the assumption that the Initial Gross Proceeds are £200 million. Irrespective of the Initial Gross Proceeds, these costs are capped at 2 per cent. of the Initial Gross Proceeds.

Applications will be made for the existing Ordinary Shares and the Ordinary Shares to be issued pursuant to the Initial Issue to be admitted to listing on the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that Initial Admission will become effective and dealings in the Ordinary Shares will commence at 8.00 a.m. on 7 December 2021.

2 THE INITIAL ISSUE

2.1 Overview

Ordinary Shares will be issued pursuant to the Initial Issue at an Issue Price of 170 pence per Ordinary Share.

If the Initial Issue does not proceed, any monies received under the Initial Issue will be returned without interest (at the risk of the applicant) to the applicant from whom the money was received, within 14 calendar days.

2.2 The Initial Placing

Singer, Panmure Gordon and Alvarium have each agreed to use their respective reasonable endeavours to procure subscribers pursuant to the Initial Placing on the terms and subject to the conditions set out in the Placing and Offer Agreement.

The Ordinary Shares are being made available under the Initial Placing at the Issue Price. The terms and conditions that shall apply to any subscription for Ordinary Shares under the Initial Placing are set out in Part 15 (Terms and Conditions of the Initial Placing and the Placing Programme) of this document. The latest time and date for receipt of commitments under the Initial Placing is 1.00 p.m. on 2 December 2021 (or such later date as the Company, the Manager, Singer, Panmure Gordon and Alvarium may agree).

If the Initial Placing is extended, the revised timetable will be notified via a Regulatory Information Service announcement.

Each Placee agrees to be bound by the Articles once the Ordinary Shares that the Placee has agreed to subscribe for pursuant to the Initial Placing have been acquired by the Placee. The contract to subscribe for the Ordinary Shares under the Initial Placing and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.

Commitments under the Initial Placing, once made, may not be withdrawn without the consent of the Directors.

2.3 The Offer for Subscription

The Company is making an offer of Ordinary Shares pursuant to the Offer for Subscription at the Issue Price, subject to the Terms and Conditions of Application as set out in Part 16 (Terms and Conditions of Application under the Offer for Subscription) of this document. The Terms and Conditions of Application and the Application Form set out at Appendix 1 to this document should be read carefully before an application is made. Completed Application Forms can be returned by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or by email to [email protected]. Investors should consult their independent financial adviser if they are in any doubt about the contents of this document or the acquisition of Ordinary Shares.

The Offer for Subscription is being made in the UK, the Channel Islands and Isle of Man only.

For applicants sending subscription monies by electronic bank transfer (CHAPS), payment must be made for value by 11.00 a.m. on 2 December 2021. Please contact Computershare Investor Services PLC by email at [email protected] and Computershare will then provide applicants with a unique reference number which must be used when sending payment.

Applicants choosing to settle via CREST, that is DvP, will need to match their instructions to the Receiving Agent's Participant Account 3RA12 by no later than 11.00 a.m. on 2 December 2021, allowing for the delivery and acceptance of Ordinary Shares to be made against payment of the Issue Price per Ordinary Share in Sterling through the CREST system upon the settlement date, following the CREST matching criteria set out in the Application Form.

If the Offer for Subscription is extended, the revised timetable will be notified via a Regulatory Information Service announcement.

2.4 Intermediaries Offer

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.

No Ordinary Shares allocated under the Intermediaries Offer will be registered in the name of any person whose registered address is outside the United Kingdom, the Channel Islands or the Isle of Man. A minimum application of 1,000 Ordinary Shares per underlying applicant will apply. Allocations to Intermediaries will be determined the Company in its absolute discretion (following consultation with the Manager, Singer, Panmure Gordon and Alvarium).

An application for Ordinary Shares in the Intermediaries Offer means that the Underlying applicant agrees to acquire the Ordinary Shares applied for at the Issue Price. Each underlying applicant must comply with the appropriate money laundering checks required by the relevant Intermediary and all other laws and regulations applicable to their agreement to subscribe for Ordinary Shares. Where an application is not accepted or there are insufficient Ordinary Shares available to satisfy an application in full, the relevant Intermediary will be obliged to refund the underlying applicant as required and all such refunds shall be made without interest. None of the Company, the Manager, Singer, Panmure Gordon nor Alvarium accept any responsibility with respect to the obligation of the Intermediaries to refund monies in such circumstances.

Each Intermediary has agreed, or will on appointment agree, to the Intermediaries Terms and Conditions, which regulate, inter alia, the conduct of the Intermediaries Offer on market standard terms and provide for the payment of a commission and/or fee (to the extent permissible by the rules of the FCA) to Intermediaries from the Intermediaries Offer Adviser acting on behalf of the Company if such Intermediary elects to receive a commission and/or fee. Pursuant to the Intermediaries Terms and Conditions, in making an application, each Intermediary will also be required to represent and warrant that they are not located in the United States and are not acting on behalf of anyone located in the United States.

In addition, the Intermediaries may prepare certain materials for distribution or may otherwise provide information or advice to retail investors in the United Kingdom, subject to the Intermediaries Terms and Conditions. Any such materials, information or advice are solely the responsibility of the relevant Intermediary and will not be reviewed or approved by any of the Company, the Manager or the Intermediaries Offer Adviser. Any liability relating to such documents shall be for the relevant Intermediaries only.

The Intermediaries Terms and Conditions provide for the Intermediaries to have an option (where the payment of such commission and/or fee is not prohibited) to be paid a commission and/or fee by the Intermediaries Offer Adviser (acting on behalf of the Company) where it has elected to receive such commission and/or fee in respect of the Ordinary Shares allocated to and paid for by them pursuant to the Intermediaries Offer.

3 SCALING BACK AND ALLOCATION

The results of the Initial Issue will be announced by the Company via a Regulatory Information Service.

In the event that commitments under the Initial Placing and valid applications under the Offer for Subscription and Intermediaries Offer exceed the maximum number of Ordinary Shares available under the Initial Issue (being 147,058,824 Ordinary Shares), applications under the Initial Placing, the Offer for Subscription and the Intermediaries Offer will be scaled back at the discretion of the Company (following consultation with the Manager, Singer, Panmure Gordon and Alvarium).

The Company reserves the right to decline in whole or in part any application for Ordinary Shares pursuant to the Initial Issue.

Monies received in respect of unsuccessful applications (or to the extent scaled back) will be returned without interest (at the risk of the applicant) to the applicant from whom the money was received, within 14 calendar days following the close of the Initial Issue.

4 REASONS FOR THE INITIAL ISSUE AND USE OF PROCEEDS

The Initial Issue is intended to raise money for investment in accordance with the Company's investment objective and policy.

The Directors intend to use the Initial Net Proceeds, after providing for the Company's operational expenses, to purchase investments in line with the Company's investment objective and investment policy.

The Company expects the Initial Net Proceeds to be substantially deployed or committed within a period of three to six months after Initial Admission (subject to market conditions). There can be no guarantee that initial deployment of the Initial Net Proceeds will be achieved in the timeframe referred to above.

5 COSTS OF THE INITIAL ISSUE

The initial expenses of the Company are those that arise from, or are incidental to, the Initial Issue and Initial Admission.

The costs and expenses of, and incidental to, the Initial Issue are expected to be approximately £4 million, equivalent to 2 per cent. of the Initial Gross Proceeds, assuming Initial Gross Proceeds of £200 million. Irrespective of the Initial Gross Proceeds, these costs are capped at 2 per cent. of the Initial Gross Proceeds. The costs will be deducted from the Initial Gross Proceeds. The Company will not charge investors any separate costs or expenses in connection with the Initial Issue.

6 VOTING DILUTION

If 117,647,059 Ordinary Shares were to be issued pursuant to the Initial Issue and a Shareholder did not participate in the Initial Issue, there would be a dilution of approximately 26.6 per cent. in such Shareholder's voting control of the Company. However, it is not anticipated that there would be any dilution in the Net Asset Value per Ordinary Share as a result of the Initial Issue.

7 WITHDRAWAL

In the event that the Company is required to publish a supplementary prospectus prior to Initial Admission, applicants who have applied for Ordinary Shares under the Offer for Subscription and the Intermediaries Offer shall have at least two clear Business Days following the publication of the relevant supplementary prospectus within which to withdraw their offer to acquire Ordinary Shares in the Offer for Subscription or the Intermediaries Offer (as appropriate) in its entirety. If the application is not withdrawn within the stipulated period, any offer to apply for Ordinary Shares in the Offer for Subscription or the Intermediaries Offer (as appropriate) will remain valid and binding.

In the event of a supplementary prospectus being issued, full details on how an investor can withdraw an application for Ordinary Shares will be detailed within the supplementary prospectus.

Intermediaries wishing to exercise withdrawal rights on behalf of their underlying clients on behalf of whom they have submitted applications for Ordinary Shares, after the publication of a supplementary prospectus prior to the close of the Intermediaries Offer must do so in accordance with the Intermediaries Terms and Conditions so as to be received no later than four Business Days after the date on which the supplementary prospectus is published. If the applications for Ordinary Shares are not withdrawn by the Intermediaries during such time, the offer to apply for Ordinary Shares as set out in the application will remain valid and binding.

8 THE PLACING AND OFFER AGREEMENT

Under the Placing Agreement, Singer, Panmure Gordon and Alvarium have each agreed to use their respective reasonable endeavours to procure subscribers pursuant to the Placing, each on the terms and subject to the conditions set out in the Placing and Offer Agreement and this document.

The Placing and Offer Agreement contains provisions entitling Singer, Panmure Gordon and Alvarium to terminate the Placing and Offer Agreement at any time prior to Initial Admission in certain circumstances. If this right is exercised, the Initial Issue and these arrangements will lapse and any monies received in respect of the Initial Issue will be returned to each applicant without interest (at the risk of the applicant) to the applicant from whom the money was received.

The Placing and Offer Agreement provides for Singer, Panmure Gordon and Alvarium to be paid commissions by the Company in respect of the Ordinary Shares to be allotted pursuant to the Initial Issue. Any Ordinary Shares subscribed for by Singer, Panmure Gordon and/or Alvarium may be retained or dealt in by them for their own benefit. Under the Placing and Offer Agreement, each of Singer, Panmure Gordon and Alvarium is also entitled at its discretion and out of its own resources at any time to rebate to any third party part or all of its fees relating to the Initial Placing.

Further details of the terms of the Placing and Offer Agreement are set out in paragraph 8.1 of Part 14 (General Information) of this document.

9 GENERAL

Pursuant to anti-money laundering laws and regulations with which the Company must comply, the Company (and its agents) may require evidence in connection with any application for Ordinary Shares, including further identification of the applicant(s), before any Ordinary Shares are issued to the relevant applicant pursuant to the Initial Issue.

If there are any material changes affecting any of the matters described in this document or where any significant new factors have arisen after the publication of this document, the Company will publish a supplementary prospectus. The supplementary prospectus will give details of the material change(s) or the significant new factor(s).

10 INITIAL ADMISSION, CLEARING AND SETTLEMENT

Application will be made for the existing Ordinary Shares and the Ordinary Shares issued pursuant to the Initial Issue to be listing on the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that Initial Admission will become effective, and that dealings in the Ordinary Shares will commence, at 8.00 a.m. on 7 December 2021.

Payment for the Ordinary Shares, in the case of the Placing, should be made in accordance with settlement instructions to be provided to Placees by Singer and/or Panmure Gordon and/or Alvarium. Payment for Ordinary Shares applied for under the Offer for Subscription should be made in accordance with the instructions contained in the Offer for Subscription Application Form set out at the end of this Prospectus. In case of the Intermediaries Offer, should be made in accordance with the settlement instructions agreed with the Intermediaries. To the extent that any application for Ordinary Shares is rejected in whole or in part (whether by scaling back or otherwise), monies received will be returned without interest at the risk of the applicant.

The existing Ordinary Shares ceasing to be traded on AIM and the admission of the existing Ordinary Shares to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market is not conditional upon completion of the Initial Issue.

An investor applying for Ordinary Shares in the Initial Issue may receive Ordinary Shares in certificated or uncertificated form. The Ordinary Shares are in registered form. No temporary documents of title will be issued. Dealings in Ordinary Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned. It is expected that CREST accounts will be credited as soon as reasonably practicable after 8.00 a.m. on 7 December 2021 in respect of Ordinary Shares issued in uncertificated form and definitive share certificates in respect of Ordinary Shares held in certificated form will be despatched by post within 10 Business Days of Initial Admission, at the Shareholder's own risk.

The Company does not guarantee that at any particular time market maker(s) will be willing to make a market in the Ordinary Shares, nor does it guarantee the price at which a market will be made in the Ordinary Shares. Accordingly, the dealing price of the Ordinary Shares may not necessarily reflect changes in the Net Asset Value per Ordinary Share.

The ISIN of the Ordinary Shares is GB00BYV8MN78 and the SEDOL is BYV8MN7.

11 CREST

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of Ordinary Shares under the CREST system. The Ordinary Shares are admitted to CREST. Accordingly, settlement of transactions in the Ordinary Shares may take place within the CREST system if any Shareholder so wishes.

12 OVERSEAS PERSONS

The attention of potential investors who are Overseas Persons is drawn to the paragraphs below.

The offer of Ordinary Shares under the Initial Issue to Overseas Persons may be affected by the laws of the relevant jurisdictions. Such persons should consult their professional advisers as to whether they require

any government or other consents or need to observe any applicable legal requirements to enable them to obtain Ordinary Shares under the Initial Issue. It is the responsibility of all Overseas Persons receiving this document and/or wishing to subscribe for Ordinary Shares under the Initial Issue to satisfy themselves as to full observance of the laws of the relevant territory in connection therewith, including obtaining all necessary governmental or other consents that may be required and observing all other formalities needing to be observed and paying any issue, transfer or other taxes due in such territory.

No person receiving a copy of this document in any territory other than the UK may treat the same as constituting an offer or invitation to him/her, unless in the relevant territory such an offer can lawfully be made to him/her without compliance with any further registration or other legal requirements.

Persons (including, without limitation, nominees and trustees) receiving this document may not distribute or send it in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. In particular, the Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, the Ordinary Shares are being offered and sold (i) outside the United States in offshore transactions as defined in and pursuant to Regulation S and (ii) with respect to the Initial Placing and any Subsequent Placing only, within the United States, only to QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

In addition, until 40 calendar days after the commencement of the Initial Issue, an offer or sale of the Ordinary Shares within the United States by any dealer (whether or not participating in the Initial Issue) may violate the registration requirements of the U.S. Securities Act.

The Company reserves the right to treat as invalid any agreement to subscribe for Ordinary Shares under the Initial Issue if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.

Certain ERISA Considerations

Unless otherwise expressly agreed with the Company, the Ordinary Shares may not be acquired by:

investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the U.S. Tax Code including an individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Tax Code; or (C) an entity whose underlying assets are considered to include "plan assets" by reason of investment by an "employee benefit plan" or "plan" described in preceding clause (A) or (B) in such entity pursuant to the U.S. Plan Assets Regulations; or
a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Tax Code, unless its purchase, holding, and disposition of the Shares will not constitute or result in a non-exempt violation of any such substantially similar law.

Representations, Warranties and Undertakings

Unless otherwise expressly agreed with the Company, each acquirer of Ordinary Shares pursuant to the Initial Issue and each subsequent transferee, by acquiring Ordinary Shares or a beneficial interest therein, will be deemed to have represented, warranted, undertaken, agreed and acknowledged to the Company, Singer, Panmure Gordon and Alvarium as follows:

unless otherwise agreed with the Company, in which case such acquirer is a QIB, it is located outside the United States and is acquiring the Ordinary Shares in an "offshore transaction" meeting the requirements of Regulation S;
the Ordinary Shares have not been and will not be registered under the U.S. 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, transferred or delivered, directly or indirectly, into or within the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

the Company has not been and will not be registered under the U.S. Investment Company Act, and, investors will not be entitled to the benefits of the U.S. Investment Company Act;
it is acquiring the Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Ordinary Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable securities laws; and
it is aware and acknowledges that the Company reserves the right to make inquiries of any holder of the Ordinary Shares or interests therein at any time as to such person's status under U.S. federal securities laws and to require any such person that has not satisfied the Company that the holding by such person will not violate or require registration under U.S. federal securities laws to transfer such Ordinary Shares or interests in accordance with the Articles.

United States transfer restrictions

Each acquirer of Ordinary Shares pursuant to the Initial Issue in the United States will be deemed to have represented and agreed as follows:

(i) it (a) is a QIB or a broker-dealer acting for the account of a QIB, (b) is acquiring such Ordinary Shares for its own account or for the account of a QIB, and (c) is aware that the Ordinary Shares are restricted within the meaning of the U.S. Securities Act and may not be deposited into any unrestricted depositary facility, unless at the time of such deposit the Ordinary Shares are no longer restricted;
(ii) the purchaser is aware that the Ordinary Shares have not been and will not be registered under the U.S. Securities Act and are being offered in the United States only to QIBs in a transaction not involving any public offering in the United States within the meaning of the U.S. Securities Act; and
(iii) the purchaser understands and agrees that the Ordinary Shares may not be offered, sold, pledged or otherwise transferred, except (a) to a person that the seller and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or for the account of another QIB, or (b) outside the United States in accordance with Regulation S under the U.S. Securities Act, or (c) pursuant to an exemption from registration under the U.S. Securities Act, or (d) pursuant to an effective registration statement under the U.S. Securities Act.

13 PROFILE OF A TYPICAL INVESTOR

The Ordinary Shares are designed to be suitable for institutional investors and professionally advised private investors. The Ordinary Shares may also be suitable for investors who are financially sophisticated, non-advised private investors who are capable of evaluating the risks and merits of such an investment and who have sufficient resources to bear any loss which may result from such an investment. Such investors may wish to consult an independent financial adviser who specialises in advising on the acquisition of shares and other securities before investing in the Ordinary Shares.

Part 12

The Placing Programme

1 INTRODUCTION

The Company may issue up to a further 350 million Shares (being Ordinary Shares and/or C Shares) (less the number of Ordinary Shares issued pursuant to the Initial Issue) on a non-pre-emptive basis pursuant to the Placing Programme.

The Placing Programme is flexible and may have several closing dates in order to provide the Company with the ability to issue Shares over a period of time. The Placing Programme is intended to satisfy market demand for Shares and to raise further money after the Initial Issue to increase the size of the Company and invest in accordance with the Company's investment policy.

2 THE PLACING PROGRAMME

The Placing Programme will open on 15 November 2021 and will close on 14 November 2022 (or any earlier date on which it is fully subscribed, or otherwise at the discretion of the Directors). The terms and conditions that apply to the purchase of the Shares under the Placing Programme are set out in Part 15 (Terms and Conditions of the Initial Placing and the Placing Programme) of this document.

The Company will have the flexibility to issue Shares on a non-pre-emptive basis where there appears to be reasonable demand for Shares in the market, for example if the Shares trade at a premium to the Net Asset Value per Ordinary Share (or Net Asset Value per C Share, as relevant).

Any issue of Shares under the Placing Programme is at the discretion of the Directors. Issues may take place at any time prior to the final closing date of 14 November 2022 (or any earlier date on which it is fully subscribed, or otherwise at the discretion of the Directors). An announcement of each Subsequent Placing under the Placing Programme will be released via a Regulatory Information Service, including the Placing Programme Price for the Subsequent Placing.

There is no minimum subscription. The Placing Programme is not being underwritten and, as at the date of this document, the actual number of Shares to be issued under the Placing Programme is not known. The maximum number of Shares available under the Placing Programme should not be taken as an indication of the number of Shares finally to be issued.

Where new Shares are issued pursuant to the Placing Programme, the total assets of the Company will increase by that number of Shares multiplied by the relevant Placing Programme Price less the expenses of such issuance.

The Net Proceeds of any Subsequent Placing under the Placing Programme are dependent, inter alia, on the level of subscriptions received, the price at which such Shares are issued and the costs of the Subsequent Placing.

The Ordinary Shares issued pursuant to the Placing Programme will rank pari passu with the Ordinary Shares then in issue (save for any dividends or distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment and issue of the relevant Ordinary Shares).

The Placing Programme will be suspended at any time when the Company is unable to issue Shares under any statutory provision or other regulation applicable to the Company or otherwise at the Directors' discretion. The Placing Programme may resume when such conditions cease to exist.

Conditions

Each issue of Shares pursuant to a Subsequent Placing under the Placing Programme will be conditional, inter alia, on:

Admission of the relevant Shares occurring by no later than 8.00 a.m. on such date as the Company, Singer, Panmure Gordon and Alvarium and the Manager may agree from time to time in relation to that Admission, not being later than 14 November 2022;

a valid supplementary prospectus being published by the Company if such is required by the Prospectus Regulation Rules; and
the Placing and Offer Agreement being wholly unconditional as regards the relevant Subsequent Placing (save as to Admission) and not having been terminated in accordance with its terms prior to the relevant Admission.

3 THE PLACING PROGRAMME PRICE

The minimum price at which Ordinary Shares will be issued pursuant to the Placing Programme, will be equal to the estimated Net Asset Value per Ordinary Share at the time of issue together with a premium to at least cover the costs and expenses of the relevant Subsequent Placing of Ordinary Shares (including, without limitation, any placing commissions), which are not expected to exceed 2 per cent. of the gross proceeds of such Subsequent Placing. C Shares (if any) issued pursuant to the Placing Programme will be issued at 100 pence per C Share and the costs and expenses of any issue of C Shares will be allocated solely to the C Share pool of assets.

The Company may not issue Ordinary Shares for cash on a non-pre-emptive basis at a price below the prevailing Net Asset Value per Ordinary Share at the time of announcement of the issue without Shareholder approval.

The Placing Programme Price will be announced via a Regulatory Information Service as soon as practicable in conjunction with each Subsequent Placing.

4 BENEFITS OF THE PLACING PROGRAMME

The Directors believe that the issue of Shares pursuant to the Placing Programme should yield the following principal benefits:

give the Company the ability to issue Ordinary Shares to better manage the premium at which the Ordinary Shares may trade relative to the Net Asset Value per Ordinary Share;
enhance the Net Asset Value per Ordinary Share of existing Ordinary Shares through new issuance of Ordinary Shares at a premium to the prevailing Net Asset Value per Ordinary Share;
grow the Company, thereby spreading operating costs over a larger capital base which should reduce its ongoing charges ratio;
the Company will be able to raise additional capital promptly, allowing it to take advantage of future investment opportunities as and when they arise; further diversifying the Company's portfolio of investments; and
improve liquidity in the market for the Ordinary Shares.

5 COSTS OF THE PLACING PROGRAMME

The costs and expenses of the Company relating to the Placing Programme are those that arise from, or are incidental to, the issue of Shares pursuant to Subsequent Placings. These include the fees payable in relation to each subsequent Admission, including admission fees, as well as fees and commissions due under the Placing and Offer Agreement and any other applicable expenses in relation to the Placing Programme.

The costs and expenses of issuing Ordinary Shares pursuant to any Subsequent Placing will be covered by issuing such Ordinary Shares at the prevailing Net Asset Value per Ordinary Share at the time of announcement of the issue, together with a premium to at least cover the costs and expenses of the relevant Subsequent Placing of Ordinary Shares (including, without limitation, any placing commissions). The costs and expenses of any issue of C Shares pursuant to the Placing Programme will be allocated solely to the C Share pool of assets.

The costs and expenses of issuing Shares pursuant to a Subsequent Placing are not expected to exceed 2 per cent. of the gross proceeds of such Subsequent Placing.

100

101

6 SCALING BACK

In the event of oversubscription of a Subsequent Placing, applications under the relevant Subsequent Placing will be scaled back at the absolute discretion of the Company (following consultation with the Manager, Singer, Panmure Gordon and Alvarium).

7 THE PLACING AND OFFER AGREEMENT

Under the Placing and Offer Agreement, Singer, Panmure Gordon and Alvarium have each undertaken, as agent for the Company, to use their respective reasonable endeavours to procure subscribers under the Placing Programme for Shares at the applicable Placing Programme Price. Details of the Placing and Offer Agreement are set out in paragraph 8.1 of Part 14 (General Information) of this document.

The Placing and Offer Agreement provides for Singer, Panmure Gordon and Alvarium to be paid commissions by the Company in respect of the Shares to be issued pursuant to the Placing Programme. Any Shares subscribed for by Singer, Panmure Gordon and/or Alvarium may be retained or dealt in by it for its own benefit. Under the Placing and Offer Agreement, Singer, Panmure Gordon and Alvarium are also entitled at their discretion and out of their own resources at any time to rebate to any third party part or all of their fees relating to any Subsequent Placing.

In circumstances in which the conditions to a Subsequent Placing are not fully met, the relevant issue of Shares pursuant to the Placing Programme will not take place.

8 VOTING DILUTION

9 USE OF PROCEEDS

The Directors intend to use the Net Proceeds of any Subsequent Placing under the Placing Programme to acquire investments in accordance with the Company's investment objective and investment policy and for working capital purposes.

10 ADMISSION, CLEARING AND SETTLEMENT

The Placing Programme may have several closing dates to provide the Company with the ability to issue Shares over the duration of the Placing Programme. Shares may be issued under the Placing Programme from 15 November 2021 until 14 November 2022 (or any earlier date on which it is fully subscribed, or otherwise at the discretion of the Directors).

Payment for the Shares, in the case of any Subsequent Placing, should be made in accordance with settlement instructions to be provided to Placees by Singer and/or Panmure Gordon and/or Alvarium. To the extent that any application for Shares is rejected in whole or in part (whether by scaling back or otherwise), monies received will be returned without interest at the risk of the applicant.

Application will be made for the Shares issued pursuant to the Placing Programme to be listed on the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that any Admission pursuant to Subsequent Placings will become effective and dealings will commence between 15 November 2021 and 14 November 2022. All Shares issued pursuant to the Placing Programme will be allotted conditionally on such Admission occurring.

Shares will be issued in registered form and may be held in either certificated or uncertificated form. In the case of Shares to be issued in uncertificated form pursuant to a Subsequent Placing, these will be transferred to successful applicants through the CREST system. Dealing in advance of the crediting of the relevant

stock account shall be at the risk of the person concerned. Whilst it is expected that all Shares allotted pursuant to the

Placing Programme will be issued in uncertificated form, if any Shares are issued in certificated form it is expected that definitive share certificates will be despatched approximately one week following Admission of the Shares, at the Shareholder's own risk.

The ISIN number of the Ordinary Shares is GB00BYV8MN78 and the SEDOL code is BYV8MN7.

The ISIN number of the C Shares is GB00BNG9H444 and the SEDOL code is BNG9H44.

Any Ordinary Shares issued pursuant to any Subsequent Placing will rank pani passu with the Ordinary Shares then in issue (save for any dividends or distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares).

11 CREST

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of Shares under the CREST system. The Company shall apply for the Shares offered under the Placing Programme to be admitted to CREST with effect from their Admission. Accordingly, settlement of transactions in the Shares following an Admission may take place within the CREST system if any holder of such Shares so wishes.

12 OVERSEAS PERSONS

The attention of potential investors who are Overseas Persons is drawn to the paragraphs below.

The offer of Shares under the Placing Programme to Overseas Persons may be affected by the laws of the relevant jurisdictions. Such persons should consult their professional advisers as to whether they require any government or other consents or need to observe any applicable legal requirements to enable them to obtain Shares under the Placing Programme. It is the responsibility of all Overseas Persons receiving this document and/or wishing to subscribe for Shares under the Placing Programme to satisfy themselves as to full observance of the laws of the relevant territory in connection therewith, including obtaining all necessary governmental or other consents that may be required and observing all other formalities needing to be observed and paying any issue, transfer or other taxes due in such territory.

No person receiving a copy of this document in any territory other than the UK may treat the same as constituting an offer or invitation to him/her under the Placing Programme, unless in the relevant territory such an offer can lawfully be made to him/her without compliance with any further registration or other legal requirements.

Persons (including, without limitation, nominees and trustees) receiving this document may not distribute or send it in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. In particular, the Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, the Shares are only being offered and sold (i) outside the United States in offshore transactions as defined in and pursuant to Regulation S and (ii) within the United States, only to QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

The Company reserves the right to treat as invalid any agreement to subscribe for Shares under the Placing Programme if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.

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Certain ERISA Considerations

Unless otherwise expressly agreed with the Company, the Shares may not be acquired by:

investors using assets of: (A) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (B) a “plan” as defined in Section 4975 of the US Tax Code including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity whose underlying assets are considered to include “plan assets” by reason of investment by an “employee benefit plan” or “plan” described in preceding clause (A) or (B) in such entity pursuant to the US Plan Assets Regulations; or
a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code, unless its purchase, holding, and disposition of the Shares will not constitute or result in a non-exempt violation of any such substantially similar law.

Representations, Warranties and Undertakings

Unless otherwise expressly agreed with the Company, each acquirer of Shares pursuant to any Subsequent Placing and each subsequent transferee, and each acquirer of Ordinary Shares upon conversion of any C Shares and each subsequent transferee, by acquiring Shares or a beneficial interest therein, will be deemed to have represented, warranted, undertaken, agreed and acknowledged to the Company, Singer, Panmure Gordon and Alvarium as follows:

unless otherwise agreed with the Company, in which case such acquirer is a QIB, it is located outside the United States and it is acquiring the Ordinary Shares in an “offshore transaction” meeting the requirements of Regulation S;
the Shares have not been and will not be registered under the U.S. 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, transferred or delivered, directly or indirectly, into or within the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;
the Company has not been and will not be registered under the U.S. Investment Company Act, and, investors will not be entitled to the benefits of the U.S. Investment Company Act;
it is acquiring the Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable securities laws; and
it is aware and acknowledges that the Company reserves the right to make inquiries of any holder of the Ordinary Shares or interests therein at any time as to such person’s status under U.S. federal securities laws and to require any such person that has not satisfied the Company that the holding by such person will not violate or require registration under U.S. federal securities laws to transfer such Ordinary Shares or interests in accordance with the Articles.

United States transfer restrictions

Each acquirer of Shares pursuant to any Subsequent Placing in the United States will be deemed to have represented and agreed as follows:

(i) it (a) is a QIB or a broker-dealer acting for the account of a QIB, (b) is acquiring such Shares for its own account or for the account of a QIB, and (c) is aware that the Shares are restricted within the meaning of the U.S. Securities Act and may not be deposited into any unrestricted depositary facility, unless at the time of such deposit the Shares are no longer restricted;
(ii) it is aware that the Shares have not been and will not be registered under the U.S. Securities Act and are being offered in the United States only to QIBs in a transaction not involving any public offering in the United States within the meaning of the U.S. Securities Act; and
(iii) it understands and agrees that the Shares may not be offered, sold, pledged or otherwise transferred, except (a) to a person that the seller and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or for the account of another QIB, or (b) outside the United States in

accordance with Regulation S under the U.S. Securities Act, or (c) pursuant to an exemption from registration under the U.S. Securities Act, or (d) pursuant to an effective registration statement under the U.S. Securities Act.

13 PROFILE OF A TYPICAL INVESTOR

The Shares are designed to be suitable for institutional investors and professionally advised private investors. The Shares may also be suitable for investors who are financially sophisticated, non-advised private investors who are capable of evaluating the risks and merits of such an investment and who have sufficient resources to bear any loss which may result from such an investment. Such investors may wish to consult an independent financial adviser who specialises in advising on the acquisition of shares and other securities before investing in the Shares.

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Part 13

The REIT Regime and UK Taxation

The paragraphs in Section A, B and C of this Part 13 (The REIT Regime and UK Taxation) are intended as a general guide only and are based on the Company's understanding of current UK tax law and HMRC published guidance and practice (which may not be binding), each of which is subject to change, possibly with retrospective effect. They are of a general nature and do not constitute advice.

Section A: Overview of the REIT regime

1 THE UK REIT REGIME

The summary of the UK REIT Regime below is intended to be a general guide only and constitutes a high level summary of the Company's understanding of certain aspects of current UK law and HMRC published guidance and practice relating to the UK REIT Regime, each of which is subject to change, possibly with retrospective effect. It is not an exhaustive summary of all applicable legislation in relation to the REIT Regime. The UK REIT Regime was introduced by the UK Finance Act 2006 and subsequently re- written into Part 12 of CTA 2010.

It should be noted that the following summary sets out the UK REIT regime as it currently applies. There are proposals currently intended to come into force from April 2022 that, if enacted, would relax certain of these requirements.

Investing in property through a UK taxable corporate investment vehicle has the disadvantage that, in comparison to a direct investment in property assets, some categories of shareholder may effectively bear tax twice on the same income: first, indirectly, when the corporate investment vehicle pays direct tax on its profits, and secondly, directly (subject to any available exemption or with the benefit of a tax credit) when the shareholder receives a dividend. UK non-tax paying entities, such as UK pension funds, bear tax indirectly when investing through a taxable closed ended corporate vehicle that is not a REIT which they would not suffer if they were to invest directly in the property assets.

As part of a UK REIT group, members do not pay UK direct taxes on profits and capital gains from their Qualifying Property Rental Businesses in the UK and elsewhere, provided that certain conditions are satisfied. Instead, distributions in respect of the Qualifying Property Rental Businesses are treated for UK tax purposes as UK property income (and not as normal dividends) in the hands of shareholders. Section B of this Part 13 (The REIT Regime and UK Taxation) contains further detail on the UK tax treatment of shareholders in a REIT.

An exemption from corporation tax on chargeable gains also applies for REITs on a disposal of shares, where the company disposed of is UK property rich (broadly meaning that the company in question derives 75 per cent. or more of its value from interests in UK land). This exemption for disposals of shares in companies that are UK property rich applies on a proportionate basis, by reference to the proportion which the value of the UK property rental business assets of the company disposed of bears to that company's total assets (as at the beginning of the accounting period in which the disposal takes place).

UK and overseas direct taxes are still payable in respect of any income and gains from any businesses (generally including any property trading business) not included in the Qualifying Property Rental Business (the "Residual Business"). Overseas direct taxes may also be payable on income derived from the Qualifying Property Rental Business if the property is situated outside of the UK, and subject to the relevant tax rules in the relevant jurisdiction.

In this Part 13 (The REIT Regime and UK Taxation) references to a company's accounting period are to its accounting period for UK corporation tax purposes. This period can differ from a company's accounting period for other purposes.

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2 QUALIFICATION AS A REIT

A group becomes a group UK REIT by the principal company serving notice on HMRC before the beginning of the first accounting period for which it wishes the group members to become a group REIT. In order to qualify as a REIT, the Group must satisfy certain conditions set out in CTA 2010. A non-exhaustive summary of the material conditions is set out below. Broadly, the principal company must satisfy the conditions set out in paragraphs 2.1 to 2.4 and 2.6 below and the Group as a whole must satisfy the conditions set out in paragraph 2.5.

2.1 Company conditions

The principal company must be solely UK resident for tax purposes, admitted to trading on a recognised stock exchange and it must not be an open-ended investment company. The principal company's shares must either be listed on a recognised stock exchange throughout each accounting period or be traded on a recognised stock exchange in each accounting period (from 1 April 2022, the listing required is relaxed where institutional investors, that are within the meaning of Section 528(4A) CTA 2010 and as amended by Section 528(3A)-(3E) CTA 2010, hold at least 99 per cent. of the ordinary share capital of the REIT). This listed/traded condition is relaxed initially but trading must occur before the end of the third accounting period following entry into the REIT regime. The principal company must also not (apart from in circumstances where it is only a close company because it has as a participant an institutional investor as defined in section 528(4A) of CTA 2010) be a "close company" (as defined in section 439 of CTA 2010 as adapted by section 528(5) of the CTA 2010) (the "close company condition"). In summary, the close company condition amounts to a requirement that the company cannot be under the control of five or fewer participants, or of participants who are directors (and participants for these purposes is defined in section 454 of the CTA 2010), subject to certain exceptions. The close company condition is relaxed for the Company's first three years and, while the Company may be close at the outset, it is intended that the Company will be fully compliant with this condition within three years.

2.2 Share capital restrictions

The principal company must have only one class of ordinary share in issue. The only other shares it may issue are non-voting restricted preference shares, including shares which would be restricted preference shares but for the fact that they carry a right of conversion into shares or securities in the company.

2.3 Borrowing restrictions

The principal company must not be party to any loan in respect of which the lender is entitled to interest which exceeds a reasonable commercial return on the consideration lent or where the interest depends to any extent on the results of any of its business or on the value of any of its assets (subject to exceptions). In addition, the amount repayable must either not exceed the amount lent or must be reasonably comparable with the amount generally repayable (in respect of an equal amount lent) under the terms of issue of securities listed on a recognised stock exchange.

2.4 Financial statements

The principal company must prepare financial statements in accordance with statutory requirements set out in Sections 532 and 533 of CTA 2010 and submit these to HMRC. In particular, the financial statements must contain the information about the Group's Qualifying Property Rental Business and the Group's Residual Business separately.

2.5 Conditions for the Qualifying Property Rental Business (including the Balance of Business conditions)

The Group must satisfy, amongst other things, the following conditions in respect of each accounting period during which the Group is to be treated as a REIT:

the Qualifying Property Rental Business must throughout the accounting period involve at least three properties;

throughout the accounting period no one property may represent more than 40 per cent. of the total value of the properties involved in the Qualifying Property Rental Business. Assets must be valued in accordance with international accounting standards and at fair value when international accounting standards offers a choice between a cost basis and a fair value basis;
the income profits arising from the Qualifying Property Rental Business must represent at least 75 per cent. of the Group's total income profits for the accounting period (the "75 per cent. profits condition"). Profits for this purpose means profits calculated in accordance with International Accounting Standards, before deduction of tax and excluding, broadly, gains and losses on the disposal of property and gains and losses on the revaluation of properties, and certain exceptional items; and
at the beginning of the accounting period the value of the assets in the Qualifying Property Rental Business must represent at least 75 per cent. of the total value of assets held by the Company (the "75 per cent. assets condition"). Cash held on deposit and gifts are included in the value of the assets relating to the Qualifying Property Rental Business for the purpose of meeting this condition. In addition, the Qualifying Property Rental Business does not include any property which is classified as owner-occupied in accordance with generally accepted accounting practice (subject to certain exceptions).

2.6 Distribution condition

The principal company of the REIT (which, for the purposes of this Part 13 (The REIT Regime and UK Taxation) is the Company) will be required (to the extent permitted by law) to distribute to shareholders (by way of cash or stock dividend), on or before the filing date for the principal company's tax return for the accounting period in question, at least 90 per cent. of the income profits (broadly, calculated using normal UK corporation tax rules) of the members of the Group in respect of their Qualifying Property Rental Business arising in each accounting period and 100 per cent. of any distributions from investments in other REITS (the "Distribution condition"). Failure to meet this requirement will result in a tax charge calculated by reference to the extent of the failure, although in certain circumstances where the profits of the period are increased from the amount originally shown in the financial statements delivered to HMRC, this charge can be mitigated if an additional dividend is paid within a specified period which brings the amount of profits distributed up to the required level. For the purpose of satisfying the distribution condition, any dividend withheld in order to comply with the 10 per cent. rule (as described below) will be treated as having been paid.

3 EFFECT OF BECOMING A REIT

3.1 Tax exemption

As a REIT, the Group will not pay UK corporation tax on profits and gains from the Qualifying Property Rental Business. Corporation tax will still apply in the normal way in respect of the Residual Business.

Since 6 April 2019, gains on a disposal by a REIT of shares in a property owning subsidiary which is "UK property rich" (broadly meaning that it derives 75 per cent. or more of its value from interests in UK land) are treated as exempt gains from the REIT's Qualifying Property Rental Business, but it should be noted that this exemption applies only on a proportionate basis, with the proportion of the gain that is exempted being the same as the proportion which the value of the UK property rental business assets of the company disposed of bears to that company's total assets (as at the beginning of the accounting period in which the disposal takes place).

Corporation tax could also be payable were the shares in a member of the REIT group to be sold by a UK resident member of the Group (as opposed to property involved in the Qualifying Property Rental Business). The Group will also continue to pay all other applicable taxes including VAT, stamp duty land tax (or in Scotland, land and buildings transaction tax), stamp duty, PAYE, rates and national insurance contributions in the normal way.

3.2 Dividends

When the principal company of a REIT pays a dividend, that dividend will be a PID to the extent necessary to satisfy the distribution condition. If the dividend exceeds the amount required to satisfy

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that test, the REIT may determine that all or part of the balance is a Non-PID Dividend to the extent there are any profits of the current or previous years which derive from activities of a kind in respect of which corporation tax is chargeable in relation to income (e.g. profits of the Residual Business). Any remaining balance of the dividend (or other distribution) will generally be deemed to be a PID, firstly in respect of the income profits of the Qualifying Property Rental Business for the current year or previous years and secondly, in respect of capital gains which are exempt from tax by virtue of the REIT Regime (in either case distributed as a PID). Any remaining balance will be attributed to other Non-PID distributions.

Subject to certain exceptions, PIDs will be subject to withholding tax at the basic rate of income tax (currently 20 per cent.). Further details of the United Kingdom tax treatment of certain categories of shareholder while the Group is in the REIT Regime are contained in Section B of this Part 13 (The REIT Regime and UK Taxation). If the Group ceases to be a REIT, dividends paid by the principal company may nevertheless be PIDs to the extent they are paid in respect of profits and gains of the Qualifying Property Rental Business while the Group was within the REIT Regime.

3.3 Interest cover ratio

A tax charge will arise if, in respect of any accounting period, the Company's ratio of income profits (before capital allowances) to financing costs (in both cases in respect of its Qualifying Property Rental Business) is less than 1.25:1. The amount (if any) by which the financing costs exceeds the amount of those costs which would cause that ratio to equal 1.25 (subject to a cap of 20 per cent. of the income profits) is chargeable to corporation tax.

3.4 The "10 per cent. rule"

The principal company of a REIT group may become subject to an additional tax charge if it pays a dividend to, or in respect of, a person beneficially entitled, directly or indirectly, to 10 per cent. or more of the principal company's dividends or share capital or that controls, directly or indirectly, 10 per cent. or more of the voting rights in the principal company. Shareholders should note that this tax charge only applies where a dividend is paid to persons that are companies or are treated as bodies corporate in accordance with the law of an overseas jurisdiction with which the UK has a double taxation agreement, or in accordance with such a double taxation agreement. It does not apply where a nominee has such a 10 per cent. or greater holding unless the persons on whose behalf the nominee holds the shares meets the test in their own right.

This tax charge will not be incurred if the principal company has taken reasonable steps to avoid paying dividends to such a person. HMRC guidance describes certain actions that might be taken to show it has taken such "reasonable steps". One of these actions is to include restrictive provisions in the principal company's articles of association to address this requirement. The Articles (which are summarised in paragraph 7 of Part 14 (General Information)) are consistent with the provisions described in the HMRC guidance. From 1 April 2022, it is expected that the tax charge should also not apply to any company that is either: UK tax resident, subject to UK corporation tax in respect of a trade or business it carries on in the UK through a permanent establishment, or a body listed in Regulation 7(3) of The Real Estate Investment Trusts (Assessment and Recovery of Tax) Regulations 2006.

3.5 Property development and property trading by a REIT

A property development undertaken by a member of the Group can be within the Qualifying Property Rental Business provided certain conditions are met. However, if the costs of the development exceed 30 per cent. of the fair value of the asset at the later of: (a) the date on which the relevant company becomes a member of a REIT, and (b) the date of the acquisition of the development property, and the REIT sells the development property within three years of completion of the development, the property will be treated as never having been part of the Qualifying Property Rental Business for the purposes of calculating any gain arising on disposal of the property. Any gain will be chargeable to corporation tax. If a member of the Group disposes of a property (whether or not a development property) in the course of a trade, the property will be treated as never having been within the Qualifying

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Property Rental Business for the purposes of calculating any profit arising on disposal of the property. Any profit will be chargeable to corporation tax.

3.6 Movement of assets in and out of the Qualifying Property Rental Business

In general, where an asset owned by a member of the Group and used for the Qualifying Property Rental Business begins to be used for the Residual Business, there will be a tax exempt market value disposal of the asset. Where an asset owned by a member of the Group and used for the Residual Business begins to be used for the Qualifying Property Rental Business, this will generally constitute a taxable market value disposal of the asset for UK corporation tax purposes, except for capital allowances purposes.

3.7 Joint ventures

The REIT Regime also makes certain provisions for corporate joint ventures. If one or more members of the Group are beneficially entitled, in aggregate, to at least 40 per cent. of the profits available for distribution to equity holders in a joint venture company and at least 40 per cent. of the assets of the joint venture company available to equity holders in the event of a winding up, that joint venture company (or its subsidiaries) is carrying on a Qualifying Property Rental Business which satisfies the 75 per cent. profits condition and the 75 per cent. assets condition (the "JV company") and certain other conditions are satisfied, the principal company may, by giving notice to HMRC, elect for the assets and income of the JV company to be included in the Qualifying Property Rental Business for tax purposes (on a proportionate basis). In such circumstances, the income of the JV company will count towards the distribution condition and the 75 per cent. profits condition, and its assets will count towards the 75 per cent. assets condition (on a proportionate basis).

The Group's share of the underlying income and gains arising from any interest in a tax transparent vehicle carrying on a Qualifying Property Rental Business, including offshore unit trusts or partnerships, should automatically fall within the REIT tax exemption, and will count towards the 75 per cent. profits and assets conditions, provided the Group is entitled to at least 20 per cent. of the profits and assets of the relevant tax transparent vehicle. The Group's share of the Property Rental Business profits arising will also count towards the distribution condition.

3.8 Acquisitions and takeovers

If a REIT is taken over by another REIT, the acquired REIT does not necessarily cease to be a REIT and will, provided the conditions are met, continue to enjoy tax exemptions in respect of the profits of its Qualifying Property Rental Business and capital gains on disposal of properties in the Qualifying Property Rental Business.

The position is different where a REIT is taken over by an acquirer which is not a REIT. In these circumstances, the acquired REIT is likely in most cases to fail to meet the requirements for being a REIT (unless the acquirer qualifies as an institutional investor under Section 528(4A) CTA 2010 and the REIT's shares continue to be admitted to trading on a recognised stock exchange and are either listed or traded; or from 1 April 2022, institutional investors, that are within the meaning of Section 528(4A) CTA 2010 and as amended by Section 528(3A)-(3E) CTA 2010, hold at least 99 per cent. of the ordinary share capital of the REIT) and will therefore be treated as leaving the REIT Regime at the end of its accounting period preceding the takeover and ceasing from the end of that accounting period to benefit from tax exemptions on the profits of its Qualifying Property Rental Business and capital gains on disposal of property forming part of its Qualifying Property Rental Business. The properties in the Qualifying Property Rental Business are treated as having been sold and reacquired at market value for the purposes of corporation tax on chargeable gains immediately before the end of the preceding accounting period. These disposals should be tax exempt as they are deemed to have been made at a time when the acquired REIT was still in the REIT Regime and future capital gains on the relevant assets will therefore be calculated by reference to a base cost equivalent to this market value. If the acquired REIT ends its accounting period immediately prior to the takeover becoming unconditional in all respects, dividends paid as PIDs before that date should not be re-characterised retrospectively as normal dividends.

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If the REIT acquires shares in a company or group owning residential investment property, the properties in the Qualifying Property Rental Business acquired will be rebased at acquisition and any latent chargeable gains tax liability will expire (giving a REIT an effective competitive advantage compared to a non-REIT acquirer). However, if there were to be an 'early exit' from the REIT regime under Section 581 CTA 2010 and a sale of such an acquired property within two years of the cessation, this could result in a gain arising measured as if the rebasing had not occurred.

3.9 Certain tax avoidance arrangements

If HMRC believes that a member of the Group has been involved in certain tax avoidance arrangements, it may cancel the tax advantage obtained and, in addition, impose a tax charge equal to the amount of the tax advantage. These rules apply to both the Residual Business and the Qualifying Property Rental Business. In addition, if HMRC considers that the circumstances are sufficiently serious or if two or more notices in relation to obtaining a tax advantage are issued by HMRC in a ten year period, they may require the Company to exit the REIT Regime.

4 EXIT FROM THE REIT REGIME

The principal company of the Group can give notice to HMRC that it wants to leave the REIT Regime at any time. The Board retains the right to decide that the Group should exit the REIT Regime at any time in the future without Shareholder consent.

If the Company (or a member of the Group) voluntarily leaves the REIT Regime within ten years of joining and disposes of any property that was involved in its Qualifying Property Rental Business within two years of leaving, any uplift in the base cost of the property as a result of the deemed disposals on entry into and exit from the REIT Regime (or as a movement from the Qualifying Property Rental Business to the Residual Business) is disregarded in calculating the gain or loss on the disposal.

It is important to note that it cannot be guaranteed that the Company or the Group will comply with all of the REIT conditions and that the REIT Regime may cease to apply in some circumstances. HMRC may require the Group to exit the REIT Regime if:

it regards a breach of the conditions relating to the REIT Regime (including in relation to the Qualifying Property Rental Business), or an attempt to obtain a tax advantage, as sufficiently serious; or
the Company or the Group has committed a certain number of breaches of the conditions in a specified period; or
HMRC has given members of the Company two or more notices in relation to the obtaining of a tax advantage within a ten year period of the first notice having been given.

In addition, if the conditions for REIT status relating to the share capital of the principal company and the prohibition on entering into loans with abnormal returns are breached or the principal company ceases to be UK resident, becomes dual resident or an open-ended company, or (in certain circumstances) ceases to satisfy the close company condition (as described above) or ceases to be listed or traded, it will automatically lose REIT status. Where the Group automatically loses REIT status or is required by HMRC to leave the REIT Regime within ten years of joining, HMRC has wide powers to direct how it is to be taxed, including in relation to the date on which the Group is treated as exiting the REIT Regime.

Shareholders should note that it is possible that the Group could lose its status as a REIT as a result of actions by third parties (for example, in the event of a successful takeover by a company that is not a REIT) or other circumstances outside the Company's control.

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Section B: UK Taxation of Shareholders after entry into the REIT regime

1 INTRODUCTION

Under the REIT regime, corporate entities with a UK Qualifying Property Rental Business do not pay UK direct taxes on income and capital gains from their Qualifying Property Rental Businesses in the UK and elsewhere (the "Tax Exempt Business") provided that certain conditions are satisfied. Instead, distributions relating to the Tax Exempt Business (as determined by the legislation), and in particular distributions required to meet the minimum distributions requirement under the REIT rules, are treated for UK tax purposes as UK property income in the hands of Shareholders.

However, corporation tax is still payable in the normal way in respect of income and gains from the Group's business (generally including any property trading business) not included in the Tax Exempt Business. Dividends relating to this business (as determined by the legislation) are treated for UK tax purposes as normal dividends.

A dividend paid by the Company relating to profits or gains of the Tax Exempt Business of the members of the Group is referred to in this section as a Property Income Distribution ("PID"). Any normal dividend paid by the Company out of the profits of the Non Tax exempt Business is referred to as a "Non-PID Dividend".

The following paragraphs relate only to certain limited aspects of the UK tax treatment of PIDs and Non-PID Dividends paid by the Company, and to disposals of Shares in the Company, in each case after the Group becomes a REIT. They apply only to Shareholders who are the absolute beneficial owners of both the Shares in and dividends from the Company and hold their Shares as investments and, except where otherwise indicated, they apply only to Shareholders who are resident for tax purposes solely in the United Kingdom. They do not apply to Substantial Shareholders (broadly, Shareholders who own (or are deemed to own) 10 per cent. or more of the Shares or voting power or entitlement to distributions of the Company), nor do they apply to certain categories of Shareholders, such as dealers in securities or distributions, persons who have or are deemed to have acquired their Shares by reason of their or another's employment, persons who hold their Shares by virtue of an interest in any partnership, collective investment schemes, insurance companies, life assurance companies, mutual companies, or Lloyds members. Prospective investors who are in any doubt about their tax position, or who are subject to tax in a jurisdiction other than the United Kingdom, should consult their own appropriate independent professional adviser without delay, particularly concerning their tax liabilities on PIDs, whether they are entitled to claim any repayment of tax, and, if so, the procedure for doing so.

2 UK TAXATION OF PIDS

2.1 UK taxation of Shareholders who are individuals

Subject to certain exceptions, a PID will generally be treated in the hands of Shareholders who are individuals as the profit of a single UK property business (as defined in section 264 of the Income Tax (Trading and Other Income) Act 2005). A PID is, together with any PID from any other company to which Part 12 of CTA 2010 applies, treated as a separate UK property business from any other UK property business (a "different UK property business") carried on by the relevant Shareholder. This means that any surplus expenses from a Shareholder's different UK property business cannot be offset against a PID as part of a single calculation of the profits of the Shareholder's UK property business.

UK individuals may be entitled to a £1,000 property income allowance in respect of the tax year 2021/2022. Where the individual's property income falls below the threshold the individual is entitled to full relief from income tax on that amount. However, this allowance does not apply to PIDs.

Where UK income tax has been withheld at source, individual Shareholders who are resident in the UK for tax purposes may, depending on their circumstances, either be liable to further tax on their PIDs at their applicable marginal rate, or be entitled to claim repayment of some or all of the tax withheld on their PIDs.

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2.2 UK taxation of corporate Shareholders

Subject to certain exceptions, a PID will generally be treated in the hands of Shareholders who are within the charge to corporation tax as profit of a property business (as defined in Part 4 of Corporation Tax Act 2009 ("Part 4 property business"). A PID is, together with any PID from any other company to which Part 12 of CTA 2010 applies, treated as a separate Part 4 property business from any other Part 4 property business (a "different Part 4 property business") carried on by the relevant Shareholder. This means that any surplus expenses from a Shareholder's different Part 4 property business cannot be offset against a PID as part of a single calculation of the Shareholder's Part 4 property business profits. Please see also paragraph 2.4 (Withholding tax).

2.3 UK taxation of Shareholders who are not resident for tax purposes in the UK

Where a Shareholder who is resident outside the UK receives a PID, the PID will generally be subject to withholding by the Company at the basic rate of income tax (currently 20 per cent.). Please see also paragraph 2.4 (Withholding tax).

2.4 Withholding tax

(a) General

Subject to certain exceptions summarised at paragraph 2.4(d), the Company is required to withhold income tax at source at the basic rate (currently 20 per cent.) from its PIDs (whether paid in cash or in the form of a stock dividend). The Company will provide Shareholders with a certificate setting out the gross amount of the PID, the amount of tax withheld, and the net amount of the PID.

(b) Shareholders solely resident in the UK

Where tax has been withheld at source, Shareholders who are individuals may, depending on their particular circumstances, be liable to further tax on their PID at their applicable marginal rate, incur no further liability on their PID, or be entitled to claim repayment of some or all of the tax withheld on their PID. Shareholders who are corporates will generally be liable to pay corporation tax on their PID (see paragraph 2.2 above) and if (exceptionally) income tax is withheld at source, the tax withheld can be set against their liability to corporation tax or income tax which they are required to withhold in the accounting period in which the PID is received.

(c) Shareholders who are not resident for tax purposes in the UK

It is not possible for a Shareholder to make a claim under a double taxation treaty for a PID to be paid by the Company gross or at a reduced rate. The right of a Shareholder to claim repayment of any part of the tax withheld from a PID will depend on the existence and terms of any double tax treaty between the UK and the country in which the Shareholder is resident.

(d) Exceptions to requirement to withhold income tax

Prospective investors should note that in certain circumstances the Company is not required to withhold income tax at source from a PID. These include where the Company reasonably believes that the person beneficially entitled to the PID is a company resident for tax purposes in the UK, or a charity or a company resident for tax purposes outside the UK with a permanent establishment in the UK which is required to bring the PID into account in computing its chargeable profits. They also include where the Company reasonably believes that the PID is paid to the scheme administrator of a registered pension scheme, (including Self-Invested Personal Pension, or SIPP), the subscheme administrator of certain pension sub-schemes, the account manager of an Individual Savings Account (ISA), or the account provider for a Child Trust Fund, in each case, provided the Company reasonably believes that the PID will be applied for the purposes of the relevant fund, scheme, account or plan. In order to pay a PID without withholding tax, the Company will need to be satisfied that the Shareholder concerned is entitled to that treatment. For that purpose the Company will require such Shareholders to submit a valid claim form (copies of which may be obtained on request from the Company's Registrars). Shareholders should note that the Company may seek recovery from Shareholders if the statements made in their claim form are incorrect and the Company suffers tax as a result. The

Company will, in some circumstances, suffer tax if its reasonable belief as to the status of the Shareholder turns out to have been mistaken.

3 UK TAXATION OF NON-PID DIVIDENDS

Non-PID Dividends paid by the Company will be taxed in the same way as dividends paid by a Company which has not elected for REIT status, whether in the hands of individual or corporate Shareholders and regardless of whether the Shareholder is resident for tax purposes in the UK. The Company will not be required to withhold tax at source when paying a Non-PID Dividend.

3.1 UK resident Shareholders

UK tax-resident individual Shareholders who receive a Non-PID Dividend from the Company in respect of the tax year 2021/2022 will be entitled to an annual tax-free allowance of £2,000 (to the extent that this tax-free allowance has not already been utilised in respect of other dividends received by the Shareholder). To the extent that dividend income exceeds the annual tax-free dividend allowance, tax will be imposed at the rates of 7.5 per cent. to the extent falling within the basic rate, 32.5 per cent. to the extent falling within the higher rate and 38.1 per cent. to the extent falling within the additional rate. However, it is anticipated, following an announcement by the UK Prime Minister on 7 September 2021, that these rates will increase by 1.25 per cent. from April 2022, rising to 8.75 per cent. (for basic rate taxpayers), 33.75 per cent. (for higher rate taxpayers) and 39.35 per cent. (for additional rate taxpayers) for the tax year 2022/23.

Shareholders who are within the charge to UK corporation tax will be subject to corporation tax on Non-PID Dividends paid by the Company, unless the Non-PID Dividends fall within an exempt class and certain other conditions are met. Whether an exempt class applies and whether the other conditions are met will depend on the circumstances of the particular Shareholder, although it is expected that the Non-PID Dividends paid by the Company would normally be exempt.

3.2 Non-UK resident Shareholders

Non-UK resident Shareholders holding their shares directly will not normally be liable to UK income tax on Non-PID Dividends received from the Company. The right of a Shareholder, who is not resident for tax purposes in the UK, to a tax credit in respect of a Non-PID Dividend received from the Company and to claim payment of any part of that tax credit will depend on the existing terms of any double taxation convention between the UK and the country in which the holder is resident. Shareholders who are not solely resident in the UK should consult their own tax adviser concerning their tax liabilities on dividends received, whether they are entitled to claim any part of that tax credit and, if so, the procedure for doing so.

4 UK TAXATION OF CHARGEABLE GAINS, STAMP DUTY AND STAMP DUTY RESERVE TAX IN RESPECT OF SHARES IN THE COMPANY AND MISCELLANEOUS

4.1 UK taxation of chargeable gains

For the purpose of UK tax on chargeable gains, the amount paid by a Shareholder for Shares will constitute the base cost of his holding. If a Shareholder disposes of all or some of his Shares, a liability to tax on chargeable gains may arise. This will depend on the base cost which can be allocated against the proceeds, the Shareholder's circumstances and any reliefs to which they are entitled. In the case of corporate Shareholders, indexation allowance may apply to the amount paid for the shares to the extent that such shares were acquired prior to 31 December 2017 (following which date the indexation allowance for corporation tax was frozen). The current rate of tax is up to 20 per cent. for individuals, trustees and personal representatives and 19 per cent. for corporate Shareholders. (For corporate Shareholders, however, it has been announced that the corporation tax rate are due to increase, for profits over £250,000, to 25 per cent. from 1 April 2023; with profits between £50,000 and £250,000 being charged at 25 per cent. but subject to reduction by a marginal relief.) Shareholders who are not resident in the UK for tax purposes may not, depending on their personal circumstances, be liable to UK taxation on chargeable gains arising from the sale or other disposal of their Shares (unless they carry on a trade, profession or vocation in the UK through a branch or agency with which their Shares are connected). Individual Shareholders who are temporarily not UK resident may be liable to UK capital gains tax on

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chargeable gains realised on their return to the UK. Shareholders who are resident for tax purposes outside the UK may be subject to foreign taxation on capital gains depending on their circumstances.

4.2 UK stamp duty and UK stamp duty reserve tax ("SDRT")

The statements in this section are intended as a general guide to the current UK stamp duty and SDRT position. note that stamp duty and SDRT charges may apply irrespective of the residence of a Shareholder. It should be noted that certain categories of person are not liable to stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.

No stamp duty or SDRT should arise on the issue of Shares pursuant to the Initial Issue.

Any conveyance or transfers on sale of Shares will generally be subject to UK stamp duty at the rate of 0.5 per cent. of the consideration given for the transfer, subject to the availability of certain exemptions and reliefs.

An unconditional agreement to transfer Shares will normally give rise to a charge to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer. If an instrument of transfer is executed pursuant to the agreement and duly stamped within six years of the date on which the agreement is made (or, if the agreement is conditional, the date on which the agreement becomes unconditional) any SDRT paid is generally repayable, generally with interest, and otherwise the SDRT charge is cancelled.

Paperless transfers of Shares within the CREST system will generally be liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable. CREST is obliged to collect SDRT on relevant transactions settled within the CREST system. Deposits of Shares into CREST will not generally be subject to SDRT, unless the transfer into CREST is itself for consideration.

A market value charge to UK stamp duty applies to transfers of listed securities by a person (or its nominee) to a connected company (or its nominee), subject to the availability of relief. A market value charge to SDRT applies to unconditional agreements to transfer listed securities in the same circumstances unless the SDRT charge is cancelled, as outlined above. Shares will be listed securities for these purposes if they are admitted to trading on the main market of the London Stock Exchange.

4.3 Conversion of the C Shares into new Ordinary Shares

The conversion of C Shares into new Ordinary Shares at the Conversion Dates should be treated as a reorganisation of share capital and accordingly should not constitute a disposal of the C Shares for the purposes of UK capital gains tax. The Ordinary Shares arising on Conversion should be treated as acquired at the same time as, and with the same base cost as, the C Shares.

4.4 ISA, SSAS and SIPP

Shares acquired pursuant to the Offer for Subscription and Intermediaries Offer (but not Shares acquired directly under the Initial Placing), and Shares acquired in the secondary market, should, subject to the annual ISA allowance (£20,000 in the tax year 2021-2022), be "qualifying investments" for the stocks and shares component of an ISA.

Investments held in ISAs will be free of UK tax on both capital gains and income. The opportunity to invest in shares through an ISA is restricted to certain UK resident individuals aged 18 or over. Junior ISAs are available to children under the age of 18 who are resident in the UK subject to the annual allowance of £9,000 for the 2021-2022 tax year.

The Shares should be generally be eligible for inclusion in a SIPP or a SSAS, subject to certain exceptions and subject to the discretion of the trustees of the SIPP or the SSAS, as the case may be.

Individuals wishing to invest in Shares through an ISA, SSAS or SIPP should contact their professional advisers regarding their eligibility.

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Section C: Substantial Shareholdings

1 INTRODUCTION

The Articles contain provisions designed to enable the Company to demonstrate to HMRC that it has taken "reasonable steps" to avoid paying a dividend (or making any other distribution) to any Substantial Shareholder.

If a distribution is paid to a Substantial Shareholder and the Company has not taken reasonable steps to avoid doing so, the Company would become subject to a UK corporation tax charge. The Articles contain special articles for this purpose (the "Special Articles").

The Special Articles:

provide directors with powers to identify its Substantial Shareholders (if any);
prohibit the payment of dividends on Shares that form part of a Substantial Shareholding, unless certain conditions are met;
allow dividends to be paid on Shares that form part of a Substantial Shareholding where the Shareholder has disposed of its rights to dividends on its Shares; and
seek to ensure that if a dividend is paid on Shares that form part of a Substantial Shareholding and arrangements of the kind referred to in the preceding paragraph are not met, the Substantial Shareholder concerned does not become beneficially entitled to that dividend.

The effect of the Special Articles is explained in more detail below.

1.1 Identification of Substantial Shareholders

The share register of the Company records the legal owner and the number of Shares they own but does not identify the persons who are beneficial owners of the Shares or are entitled to control the voting rights attached to the Shares or are beneficially entitled to dividends. While the requirements for the notification of interests in shares provided in the Companies Act and the Board's rights to require disclosure of such interests (pursuant to Part 22 of the Companies Act) should assist in the identification of Substantial Shareholders, those provisions are not on their own sufficient.

Accordingly, the Special Articles require a Substantial Shareholder and any registered Shareholder holding Shares on behalf of a Substantial Shareholder to notify the Company if his Shares form part of a Substantial Shareholding. Such a notice must be given within two business days. The Special Articles give the Board the right to require any person to provide information in relation to any Shares in order to determine whether the Shares form part of a Substantial Shareholding. If the required information is not provided within the time specified (which is seven days after a request is made or such other period as the Board may decide), the Board is entitled to impose sanctions, including withholding dividends (as described in paragraph 1.2 below) and/or requiring the transfer of the Shares to another person who is not, and does not thereby become, a Substantial Shareholder (as described in paragraph 1.2 below).

1.2 Preventing payment of a dividend to a Substantial Shareholder

The Special Articles provide that a dividend will not be paid on any Shares that the Board believes may form part of a Substantial Shareholding unless the Board is satisfied that the Substantial

Shareholder is not beneficially entitled to the dividend. If in these circumstances payment of a dividend is withheld, the dividend will be paid subsequently if the Board is satisfied that:

the Substantial Shareholder concerned is not beneficially entitled to the dividends (see also paragraph 1.3 below);
the shareholding is not part of a Substantial Shareholding;
all or some of the Shares and the right to the dividend have been transferred to a person who is not, and does not thereby become, a Substantial Shareholder (in which case the dividends will be paid to the transferee); or

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sufficient Shares have been transferred (together with the right to the dividends) such that the Shares retained are no longer part of a Substantial Shareholding (in which case the dividends will be paid on the retained Shares).

For this purpose references to the "transfer" of a Share include the disposal (by any means) of beneficial ownership of, control of voting rights in respect of and beneficial entitlement to dividends in respect of, that Share.

1.3 Payment of a dividend where rights to it have been transferred

The Special Articles provide that dividends may be paid on Shares that form part of a Substantial Shareholding if the Board is satisfied that the right to the dividend has been transferred to a person who is not, and does not thereby become, a Substantial Shareholder and the Board may be satisfied that the right to the dividend has been transferred if it receives a certificate containing appropriate confirmations and assurances from the Substantial Shareholder. Such a certificate may apply to a particular dividend or to all future dividends in respect of Shares forming part of a specified Substantial Shareholding, until notice rescinding the certificate is received by the Company. A certificate that deals with future dividends will include undertakings by the person providing the certificate:

to ensure that the entitlement to future dividends will be disposed of; and
to inform the Company immediately of any circumstances which would render the certificate no longer accurate.

The Directors may require that any such certificate is copied or provided to such persons as they may determine, including HMRC. If the Board believes a certificate given in these circumstances is or has become inaccurate, then it will be able to withhold payment of future dividends (as described in paragraph 1.2 above). In addition, the Board may require a Substantial Shareholder to pay to the Company the amount of any tax payable (and other costs incurred) as a result of a dividend having been paid to a Substantial Shareholder in reliance on the inaccurate certificate. The Board may require a sale of the relevant Shares and retain the amount claimed from the proceeds. Certificates provided in the circumstances described above will be of considerable importance to the Company in determining whether dividends can be paid.

If the Company suffers loss as a result of any misrepresentation or breach of undertaking given in such a certificate, it may seek to recover damages directly from the person who has provided it. Any such tax may also be recovered out of dividends to which the Substantial Shareholder concerned may become entitled in the future. The effect of these provisions is that there is no restriction on a person becoming or remaining a Substantial Shareholder provided that the person who does so makes appropriate arrangements to divest itself of the entitlement to dividends.

1.4 Trust arrangements where rights to dividends have not been disposed of by Substantial Shareholder

The Special Articles provide that if a dividend is in fact paid on Shares forming part of a Substantial Shareholding (which might occur, for example, if a Substantial Shareholding is split among a number of nominees and is not notified to the Company prior to a dividend payment date) the dividends so paid are to be held on trust by the recipient for any person (who is not a Substantial Shareholder) nominated by the Substantial Shareholder concerned. The person nominated as the beneficiary could be the purchaser of the Shares if the Substantial Shareholder is in the process of selling down their holding so as not to cause the Company to breach the Substantial Shareholding rules.

If the Substantial Shareholder does not nominate anyone within 12 years, the dividend concerned will be held on trust for the Company or such charity as the Board may nominate. If the recipient of the dividend passes it on to another without being aware that the Shares in respect of which the dividend was paid were part of a Substantial Shareholding, the recipient will have no liability as a result. However, the Substantial Shareholder who receives the dividend should do so subject to the terms of the trust and as a result may not claim to be beneficially entitled to those dividends.

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1.5 Mandatory sale of Substantial Shareholdings

The Special Articles also allow the Board to require the disposal of Shares forming part of a Substantial Shareholding if:

a Substantial Shareholder has been identified and a dividend has been announced or declared and the Board has not been satisfied that the Substantial Shareholder has transferred the right to the dividend (or otherwise is not beneficially entitled to it);
there has been a failure to provide information requested by the Board; or
any information provided by any person proves materially inaccurate or misleading.

In these circumstances, if the Company incurs a charge to tax as a result of one of these events, the Board may, instead of requiring the Shareholder to dispose of the Shares, arrange for the sale of the relevant Shares and for the Company to retain from the sale proceeds an amount equal to any tax so payable.

1.6 Takeovers

The Special Articles do not prevent a person from acquiring control of the Company through a takeover or otherwise, although as explained above, such an event may cause the Group to cease to qualify as a REIT.

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Part 14

General Information

1 RESPONSIBILITY

1.1 The Company and each of the Directors, whose names appear on page 37 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.

1.2 The Manager accepts responsibility for the information and opinions related to or attributed to the Manager or any Affiliate of the Manager contained in Part 2 (Risk Factors), Part 7 (The Portfolio and Investment Opportunity) and Part 8 (Market Overview) of this document and any other information or opinion in this document related to or attributed to the Manager or any Affiliate of the Manager (the "Manager Sections"). To the best of the Manager's knowledge, the information and opinions contained in this document related to or attributed to the Manager or any Affiliate of the Manager are in accordance with the facts and this document does not omit anything likely to affect the import of such information or opinions.

1.3 CBRE accepts responsibility for the Valuation Report contained in Part 10 (Valuation Report) of this document. To the best of CBRE's knowledge, the information contained in the Valuation Report is in accordance with the facts and does not omit anything likely to affect its import.

2 THE COMPANY

2.1 The Company was incorporated with the name 'Pacific Industrial & Logistics REIT plc' in England and Wales on 8 December 2015 with registered number 9907096 as a public company limited by shares under the Act. On 25 April 2018 the Company changed its name to 'Urban Logistics REIT plc'. The Company is domiciled in England and Wales.

2.2 The Company has an indefinite life.

2.3 The principal place of business and the registered office of the Company is 6th Floor, 65 Gresham Street, London EC2V 7NQ with telephone no. (0)20 7954 9567.

2.4 The principal legislation under which the Company operates is the Companies Act. As a real estate investment trust, the Company is not regulated as a collective investment scheme by the FCA but is an AIF under the AIFM Regime and the EU AIFM Directive. The Company and the Shareholders are currently subject to the AIM Rules, the Prospectus Regulation Rules, the Prospectus Regulation, MAR, Chapter 5 of the Disclosure Guidance and Transparency Rules and the rules of the London Stock Exchange. From Admission, the Company and the Shareholders will be subject to the Listing Rules, the Prospectus Regulation Rules, the Prospectus Regulation, MAR and the Disclosure Guidance and Transparency Rules and the rules of the London Stock Exchange.

2.5 The Company's accounting period ends on 31 March of each year. The current accounting period will end on 31 March 2022. The annual report and accounts will be prepared in Sterling according to accounting standards laid out under UK IFRS.

2.6 On 14 January 2016 the Company was granted a certificate under section 761 of the Act entitling it to commence business and to exercise its borrowing powers.

2.7 The Company has given notice to the Registrar of Companies of its intention to carry on business as an investment company pursuant to section 833 of the Companies Act.

3 THE GROUP

3.1 The Company is the holding company of the Group and has the following subsidiaries:

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Name	Country of incorporation	Principal activity	Proportion of ownership interest (%)^{(1)}
Urban Logistics Holdings Limited	England and Wales	Holding Company	99.99%
Urban Logistics Acquisitions 1 Limited	England and Wales	Holding Company	99.99%
Urban Logistics Acquisitions 2 Limited	England and Wales	Property Investment	99.99%
Urban Logistics Acquisitions 3 Limited	England and Wales	Property Investment	99.99%
Urban Logistics Acquisitions 4 Limited	England and Wales	Property Investment	99.99%
Urban Logistics Acquisitions 5 Limited	England and Wales	Property Investment	99.99%
Urban Logistics Acquisitions 6 Limited	England and Wales	Property Investment	99.99%
Urban Logistics Acquisitions 7 Limited	England and Wales	Property Investment	99.99%
Urban Logistics Prop Co 1 (AC) Limited	England and Wales	Property Investment	99.99%
Urban Logistics Hoddesdon Limited	England and Wales	Property Investment	99.99%
Urban Logistics K Holdings Limited	England and Wales	Holding Company	99.99%
Urban Logistics K Properties Limited	England and Wales	Property Investment	99.99%
EOS Property Unit Trust	Jersey	Property Investment	99.99%
Sheds General Partner 2 Limited^{(2)}	England and Wales	Dormant	99.99%
Sheds GP Nominee Co. 1 Limited^{(2)}	England and Wales	Dormant	99.99%
Sheds GP Nominee Co. 2 Limited^{(2)}	England and Wales	Dormant	99.99%

(1) Pacific Industrial LLP, an affiliate of the Manager, owns 0.001 per cent. of the issued share capital of Urban Logistics Holdings Limited as part of the LTIP arrangements (see paragraph 6 of this Part 14 (General Information) below).
(2) in liquidation.

3.2 The Board intends that further companies and intermediate holding companies may be set up to hold any additional properties which may be acquired by the Group.

4 SHARE CAPITAL

4.1 The principal legislation under which the Company operates, and under which the Ordinary Shares were created, is the Companies Act. The Ordinary Shares are denominated in Sterling.

4.2 The issued share capital of the Company as at 31 March 2018 was 68,114,724 Ordinary Shares.

4.3 The following changes in the share capital of the Company have taken place between 1 April 2018 and the date of this document:

(a) 17,071,130 Ordinary Shares were issued on 26 April 2018 at £1.195 per share pursuant to a placing;
(b) 521,964 Ordinary Shares were issued on 1 May 2018 at £0.97 per share pursuant to an exercise of warrants;
(c) 373,000 Ordinary Shares were issued on 12 September 2018 at £0.97 per share pursuant to an exercise of warrants;
(d) 20,000 Ordinary Shares were issued on 22 November 2018 at £0.97 per share pursuant to an exercise of warrants;
(e) 106,750 Ordinary Shares were issued on 12 March 2019 at £0.97 per share pursuant to an exercise of warrants;
(f) 1,483,036 Ordinary Shares were issued on 27 March 2019 at £0.97 per share pursuant to an exercise of warrants;
(g) 61,000 Ordinary Shares were issued on 9 May 2019 at £0.97 per share pursuant to an exercise of warrants;
(h) 99,054,812 Ordinary Shares were issued on 9 March 2020 at £1.375 per share pursuant to a placing, open offer and offer for subscription;
(i) 1,809,607 Ordinary Shares were issued on 9 March 2020 at £1.4222 per share pursuant to the operation of the LTIP;

(i) 66,429,798 Ordinary Shares were issued on 15 October 2020 at £1.39 per share pursuant to a placing, a retail open offer and an institutional offer; and
(k) 69,870,766 Ordinary Shares were issued on 13 July 2021 at £1.55 per share pursuant to a placing and a PrimaryBid offer.

4.4 The Company cancelled its share premium account as confirmed by an Order of the High Court of Justice, Chancery Division dated 4 August 2020 and such order was registered at Companies House on 12 August 2020.

4.5 The Company's share capital: (i) as at the date of this document; and (ii) as it will be immediately following Initial Admission (assuming 117,647,059 new Ordinary Shares are issued pursuant to the Initial Issue) is as follows:

	(i) as at the date of this document		(ii) immediately following Initial Admission
	Number of Shares	Aggregate nominal value	Number of Shares	Aggregate nominal value
Ordinary Shares	324,916,587	£3,249,165.87	442,563,646	£4,425,636.46
C Shares	-	-	-	-

4.6 By ordinary and special resolutions passed at a general meeting of the Company on 12 November 2021:

(a) the Directors were generally and unconditionally authorised pursuant to section 551 of the Act to exercise all powers of the Company to allot, in aggregate, up to 350 million Ordinary Shares and/or C Shares in connection with the Initial Issue and/or the Placing Programme provided that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on 31 March 2023 save that the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require Ordinary Shares and/or C Shares to be allotted after the expiry of such authority and the Directors may allot Ordinary Shares and/or C Shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired;
(b) the Directors were empowered pursuant to sections 570 and 573 of the Act to allot up to 350 million Ordinary Shares and/or C Shares in connection with the Initial Issue and/or the Placing Programme for cash pursuant to the authority conferred by paragraph 4.6(a) above as if section 561(1) of the Act did not apply to such allotment, provided that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on 31 March 2023 save that the Company shall be entitled to make, prior to the expiry of such authority, offers or arrangements which would or might require Ordinary Shares and/or C Shares to be allotted after such expiry, and the Directors may allot Ordinary Shares and/or C Shares in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired;
(c) the Directors were generally and unconditionally authorised pursuant to section 551 of the Act to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate maximum nominal amount of £1,072,224.74 (equating to 107,222,474 Ordinary Shares and representing approximately 33.33 per cent. of the ordinary share capital of the Company as at 26 October 2021) provided that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of the conclusion of the next Annual General Meeting of the Company and 30 September 2022 save that the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after the expiry of such authority and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired;
(d) the Directors were empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash either pursuant to the authority conferred by paragraph 4.6(c) above or by way of sale of treasury shares as if section 561(1) of the Act did

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not apply to such allotment, provided that this power shall be limited to the allotment and/or transfer of equity securities up to an aggregate nominal amount of £324,916.59 (equating to 32,491,659 Ordinary Shares and representing approximately 10.00 per cent. of the Ordinary Share capital of the Company as at 26 October 2021) provided that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of the conclusion of the next Annual General Meeting of the Company and 30 September 2022 save that the Company shall be entitled to make, prior to the expiry of such authority, offers or arrangements which would or might require equity securities to be allotted and/or transferred after such expiry, and the Directors may allot and/or transfer equity securities in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired; and

(e) in addition to the authority granted pursuant to paragraph 4.6(d) above, the Directors were empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash either pursuant to the authority conferred by paragraph 4.6(c) above or by way of sale of treasury shares as if section 561(1) of the Act did not apply to such allotment, provided that this power shall be limited to the allotment and/or transfer of equity securities up to an aggregate nominal amount of £324,916.59 (equating to 32,491,659 Ordinary Shares and representing approximately 10.00 per cent. of the Ordinary Share capital of the Company as at 26 October 2021) provided that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of the conclusion of the next Annual General Meeting of the Company and 30 September 2022 save that the Company shall be entitled to make, prior to the expiry of such authority, offers or arrangements which would or might require equity securities to be allotted and/or transferred after such expiry, and the Directors may allot and/or transfer equity securities in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.

4.7 The provisions of section 561(1) of the Companies Act (which, to the extent not disapplied pursuant to sections 570 and 573 of the Companies Act, confer on Shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash) apply to issues by the Company of equity securities save to the extent disapplied as mentioned in paragraphs 4.6(b), 4.6(d) and 4.6(e) or as otherwise disapplied by the Company.

4.8 In accordance with the power granted to the Directors by the Articles, it is expected that the Ordinary Shares to be issued pursuant to the Initial Issue will be allotted (conditionally upon Initial Admission) pursuant to a resolution of the Board to be passed shortly before Initial Admission in accordance with the Companies Act and any Ordinary Shares and/or C Shares to be issued pursuant to the Placing Programme will be allotted (conditionally upon the relevant subsequent Admission) pursuant to a resolution of the Board to be passed shortly before the relevant subsequent Admission in accordance with the Companies Act.

4.9 No shares in the capital of the Company are held by or on behalf of the Company.

4.10 Save as disclosed in this paragraph 4 and paragraph 6 of this Part 14 (General Information) no share or loan capital of the Company has since 1 April 2018 been issued or been agreed to be issued, fully or partly paid, either for cash or for a consideration other than cash, and no such issue is now proposed

4.11 Save as disclosed in this paragraph 4 and paragraph 6 of this Part 14 (General Information), the Company has not granted any options over its share or loan capital which remain outstanding and has not agreed, conditionally or unconditionally to grant any such options and no convertible securities, exchangeable securities or securities with warrants have been issued by the Company which remain outstanding.

4.12 All of the Shares will be in registered form and will be eligible for settlement in CREST. Temporary documents of title will not be issued.

4.13 Applicants who have signed and returned an Application Form in respect of the Offer for Subscription may not withdraw their applications for Ordinary Shares subject to their statutory rights of withdrawal in the event of the publication of a supplementary prospectus.

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5 INTERESTS OF DIRECTORS, THE MANAGER AND MAJOR SHAREHOLDERS

5.1 As at 12 November 2021 (being the latest practicable date prior to the publication of this document), the Directors held the following interests (beneficial or non-beneficial) in the share capital of the Company:

Director	No. of Ordinary Shares	Percentage of issued ordinary share capital
Nigel Rich	440,536	0.14%
Bruce Anderson	50,000	0.02%
Jonathan Gray	60,000	0.02%
Heather Hancock	14,388	0.01%
Mark Johnson(1)	309,986	0.10%
Richard Moffitt(1)	1,084,019	0.33%

(1) Messrs Johnson and Moffitt are members of Pacific Industrial LLP, which holds 206,813 Ordinary Shares.

5.2 Nigel Rich and Richard Moffitt intend to subscribe under the Initial Issue for 100,000 Ordinary Shares and 58,824 Ordinary Shares respectively.

5.3 No Director has a service contract with the Company, nor are any such contracts proposed, each Director having been appointed pursuant to a letter of appointment entered into with the Company. The Directors' letters of appointment do not provide for benefits upon termination of employment. The Directors' appointments can be terminated in accordance with the Articles. Directors' appointments may be terminated earlier by either party giving to the other three months' prior written notice. The Articles provide that the office of Director shall be terminated by, among other things: (i) written resignation; (ii) unauthorised absences from board meetings for six consecutive months or more; or (iii) written request of all of the other Directors.

5.4 Nigel Rich and Mark Johnson were appointed to the Board on 1 January 2017. Jonathan Gray, Bruce Anderson and Richard Moffitt were appointed to the Board on 14 January 2016. Heather Hancock was appointed to the Board on 15 June 2020.

5.5 Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with the Articles. Save for the Chairman, the fees are £50,000 for each Director per annum. Mark Johnson and Richard Moffitt have waived their right to remuneration as Directors. The Chairman's fee is £85,000 per annum. The Directors are also entitled to all reasonable travelling, hotel and other expenses properly incurred in the proper performance of their duties. The aggregate remuneration and benefits in kind of the Directors in respect of the financial period ended 31 March 2021 was £197,000.

5.6 No amount has been set aside or accrued by the Company to provide pensions, retirement or other similar benefits.

5.7 Save as disclosed in paragraph 6 of this Part 14 (General Information), none of the of the Directors has, or has had, an interest in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company or that has been effected by the Company since 1 April 2018.

5.8 The Company has not made any loans to the Directors which are outstanding, nor has it ever provided any guarantees for the benefit of any Director or the Directors collectively.

5.9 Over the five years preceding the date of this document, the Directors hold or have held the following directorships (apart from their directorships of the Company and its subsidiaries) or memberships of administrative, management or supervisory bodies and/or partnerships:

Name	Current	Previous
Nigel Rich	AVI Global Trust plc
Chelsea Square Garden Limited
Foxtons Group plc
Matheson & Co., Limited	The Tobacco Pipe Makers and Tobacco Trade Benevolent Fund
Bruce Anderson	BA Europe Limited
Bruce Anderson Consulting Limited
Reylo Technologies Ltd	–
Jonathan Gray	Argentex Capital Limited
Argentex Foreign Exchange Limited
Argentex Group plc
Elm Square Advisers Limited
NCB Corporate Finance Limited
Sabina Estates Group Holdings Limited
Sons of the Gobi Limited	–
Heather Hancock	Amerdale Limited
Cambridge University Musical Society
Devonshire Nominees No.2 Limited
Rural Solutions Limited	Giggleswick School
Giggleswick Services Limited
Wavelength Companies Limited
Mark Johnson	European Logistics Real Estate Partners LLP
London and Continental Partners LLP
MCJ Holdings Limited
Pacific Asset Management LLP
Pacific Capital Partners Limited
Pacific Industrial LLP
Pacific Investments Limited
Pacific Investments Management Limited
Pacific Strategic Limited
PAM Asset Management Holdings Limited	Argentex LLP
Argentex Foreign Exchange Limited
B@1 Limited
Beckwith Capital Investment Limited
Burlington Global Limited
Old Mortar Capital Limited
Old Puma Holdings Limited
Pacific and York Ltd.
Pacific Asset Management Services LLP
Pacific Healthcare Limited
Pacific Leisure, Entertainment & Media Limited
Pacific Wealth Management Limited
PCP2 Limited
PHL 2 Limited
Rivercrest Capital LLP
Urban Logistics Acquisitions 1 Limited
Urban Logistics Holdings Limited
Urban Logistics Prop Co 1 (AC) Limited
Richard Moffitt	Harwood Film Partnership LLP
M1 Agency LLP
Pacific Industrial LLP
PCP2 Limited
Rosslyn Film Partnership LLP
Scion Films Sale and Leaseback
Sixth LLP	Chamberlain Film Partnership LLP
Property Investments (2016) Limited

5.10 The Directors in the five years before the date of this Registration Document:

(a) do not have any convictions in relation to fraudulent offences;

(b) have not been associated with any bankruptcies, receiverships or liquidations of any partnership or company through acting in the capacity as a member of the administrative, management or supervisory body or as a partner, founder or senior manager of such partnership or company; and

(c) do not have any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) and have not been disqualified by a court from acting as a member of the administration, management or supervisory bodies of any issuer or from acting in the management or conduct of the affairs of any issuer.

5.11 As at 12 November 2021 (being the latest practicable date prior to the publication of this document), Christopher Turner held 654,059 Ordinary Shares (representing 0.20 per cent. of the issued ordinary share capital of the Company). Christopher Turner is also a member of Pacific Industrial LLP, which holds 206,813 Ordinary Shares.

5.12 The Manager is a wholly owned subsidiary of Pacific Investments Management Limited. As at 12 November 2021 (being the latest practicable date prior to the publication of this document), Pacific Investments Management Limited held 5,359,005 Ordinary Shares (representing 1.65 per cent. of the issued ordinary share capital of the Company). Pacific Investments Management Limited is wholly owned by Pacific Investments Limited which, in turn is owned by Sir John Beckwith CBE and certain Beckwith family trusts where Sir John Beckwith CBE is the settlor and the beneficiaries are members of Sir John Beckwith CBE's family. Sir John Beckwith CBE is interested in a further 2,903,082 Ordinary Shares via the same Beckwith family trusts.

5.13 So far as is known to the Company, and which is notifiable under the Disclosure Guidance and Transparency Rules, as at 12 November 2021 (being the latest practicable date prior to the publication of this document), the following persons held, directly or indirectly, 3 per cent. or more of the issued Ordinary Shares or the Company's voting rights:

Name	No. of Ordinary Shares	Percentage of voting rights
Rathbone Investment Management	14,142,483	4.35%
FIL Investment International	11,825,814	3.64%
Franklin Templeton Investments	11,550,000	3.55%
Schroder Investment Management	10,604,030	3.26%
Raymond James Investment Services	9,866,195	3.04%
Hargreaves Lansdown Asset Management	9,775,740	3.01%

5.14 All Shareholders of the same class have the same voting rights in respect of the share capital of the Company.

5.15 As at 12 November 2021 (being the latest practicable date prior to the publication of this document), the Company and the Directors are not aware of any person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company.

5.16 The Company and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company.

5.17 Save as disclosed in paragraph 6 of this Part 14 (General Information), as at the date of this document, none of the Directors have any conflict of interest or potential conflict of interest between any duties to the Company and their private interests and/or other duties.

5.18 The Company maintains directors' and officers' liability insurance on behalf of the Directors at the expense of the Company.

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6 THE LTIP AND OTHER RELATED PARTY TRANSACTIONS

6.1 The LTIP

(a) Under the terms of the LTIP, Pacific Industrial LLP, a member of the Pacific Group subscribed for 1,000 A ordinary shares of £0.01 each (“A Ordinary Shares”), 1,000 B ordinary shares of £0.01 each (“B Ordinary Shares”) and 1,000 C ordinary Shares of £0.01 each (“C Ordinary Shares”) issued in Urban Logistics Holdings Limited.

(b) The Company acquired the A Ordinary Shares on 17 August 2017 in return for the issue of 520,557 Ordinary Shares. The Company acquired the B Ordinary Shares on 9 March 2020 in return for £1.1 million and the issue of 1,809,607 Ordinary Shares. The Company is obliged to acquire the C Ordinary Shares on 30 September 2023 in exchange for Ordinary Shares in the Company (issued at the prevailing market value of the Ordinary Shares) or, at the election of the Company, for cash. The A Ordinary Shares and the B Ordinary Shares, following their acquisition by the Company, automatically converted into deferred shares of £0.01 each in the capital of Urban Logistics Holdings Limited (“Deferred Shares”).

(c) The number of Ordinary Shares to be exchanged for the C Ordinary Shares will be assessed by reference to EPRA NAV and the market price of Ordinary Shares.

(d) The EPRA NAV element is 5.0 per cent. of the amount by which the Company’s EPRA NAV at the 30 September 2023 exceeds the Company’s EPRA NAV as at 7 February 2020 (the date at which the consideration for the acquisition of the B Ordinary Shares was assessed) and an annualised 10.0 per cent. hurdle thereon (adjusted for any new issue of shares, all distributions including, inter alia, dividends and any returns of capital).

(e) The share price element is 5.0 per cent. of the amount by which the market capitalisation of the Company at 30 September 2023 exceeds the market capitalisation of the Company as at 7 February 2020 (the date at which the consideration for the acquisition of the B Ordinary Shares was assessed) and an annualised 10.0 per cent. hurdle thereon (adjusted for any new issue of shares, all distributions including, inter alia, dividends and any returns of capital).

(f) The consideration payable for the acquisition of the C Ordinary Shares shall be capped at three times the average annual management fees paid from 7 February 2020 to the next calculation date, being 30 September 2023.

(g) If there is a change of control, the LTIP will continue to be assessed by applying the relevant offer price to the EPRA NAV element and the share price element calculations at the date of the change of control. The LTIP will be paid in shares and/or, at the Board’s discretion, cash.

(h) The Company holds, as at the date of this document, 297,765,720 ordinary shares of £1.00 each and 2,000 Deferred Shares.

(i) Pacific Investments Management Ltd, Mark Johnson, Richard Moffitt, Christopher Turner and certain other Pacific Group employees are interested in Pacific Industrial LLP, the holder of the C Ordinary Shares.

6.2 M1 Agency

(a) The Group incurs fees from M1 Agency LLP, a partnership in which Richard Moffitt is a member. These fees are incurred in the acquisition of investment properties and sale of investment properties. The Board, with the assistance of the Manager, excluding Richard Moffitt, reviews and approves each fee payable to M1 Agency LLP, and ensures the fees are in line with market rates and on standard commercial property terms.

(b) In respect of the financial years ended 31 March 2019, 31 March 2020 and 31 March 2021, the Group incurred fees totaling £679,665, £303,570 and £2,104,427 (respectively) from M1 Agency LLP. In respect of the six month period ended 30 September 2021, the Group incurred fees

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totaling £1,203,406 from M1 Agency LLP. In respect of the period from 1 October 2021 to the date of this document, the Group incurred fees totaling £235,800 from M1 Agency LLP.

6.3 Other related party transactions

Save as described in notes 27, 29 and 31 to Company's annual report and accounts for the financial years ended 31 March 2019, 31 March 2020 and 31 March 2021 respectively and note 17 to the Company's interim reports for the six month period ended 30 September 2021, which forms part of the Historical Financial Information incorporated into this document by reference as set out in Part 18 (Documents incorporated by reference) of this document, there are no 'related party transactions' (within the meaning of IFRS) required to be disclosed under the accounting standards applicable to the Company, to which the Company was a party during the period of the Historical Financial Information and up to the date of this document.

7 THE ARTICLES

The Articles contain provisions, inter alia, to the following effect:

7.1 Objects/purposes

The Articles do not provide for any objects of the Company and accordingly the Company's objects are unrestricted.

7.2 Voting rights

(a) Subject to the provisions of the Act, to any special terms as to voting on which any shares may have been issued or may from time-to-time be held and to any suspension or abrogation of voting rights pursuant to the Articles, at any general meeting, every member holding Ordinary Shares who is present in person (or, being a corporation, by representative) or by proxy shall, on a show of hands, have one vote and every member holding Ordinary Shares present in person (or, being a corporation, by representative) or by proxy shall, on a poll, have one vote for each share of which he is a holder. A shareholder entitled to more than one vote need not, if he votes, use all his votes or vest all the votes he uses the same way. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.

(b) Unless the Board otherwise determines, no member shall be entitled to receive any dividends or be present and vote at a general meeting or a separate general meeting of the holders of any class of shares, either in person or (save as proxy for another member) by proxy, or be reckoned in a quorum, or to exercise any other right or privilege as a member in respect of a share held by him, unless and until he shall have paid all calls for the time being due and payable by him in respect of that share, whether alone or jointly with any other person, together with interest and expenses (if any) payable by him to the Company or if he, or any other person whom the Company reasonably believes to be interested in such shares, has been issued with a notice pursuant to the Act requiring such person to provide information about his interests in the Company's shares and has failed in relation to any such shares to give the Company the required information within 14 days.

7.3 Dividends

(a) Subject to the provisions of the Act and of the Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board.

(b) Subject to the provisions of the Act, the Board may declare and pay such interim dividends (including any dividend payable at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends on shares which rank

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after shares conferring preferential rights with regard to dividends as well as on shares conferring preferential rights, unless at the time of payment any preferential dividend is in arrears. Provided that the Board acts in good faith, it shall not incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer by the lawful payment of any interim dividend on any shares ranking after those preferential rights.

(c) All dividends, interest or other sums payable and unclaimed for a period of twelve months after having become payable may be invested or otherwise used by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends unclaimed for a period of twelve years after having become payable shall, if the Board so resolves, be forfeited and shall cease to remain owing by, and shall become the property of, the Company.

(d) The Board may, with the authority of an ordinary resolution of the Company, direct that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways.

(e) The Board may also, with the prior authority of an ordinary resolution of the Company and subject to the Articles and such terms and conditions as the Board may determine, offer to holders of shares the right to elect to receive shares of the same class, credited as fully paid, instead of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution.

(f) Unless the Board otherwise determines, the payment of any dividend or other money that would otherwise be payable in respect of shares will be withheld by the Company if such shares represent at least 0.25 per cent. in nominal value of their class and the holder, or any other person whom the Company reasonably believes to be interested in those shares, has been duly served with a notice pursuant to the Act requiring such person to provide information about his interests in the Company's shares and has failed to supply the required information within 14 days. Furthermore such a holder shall not be entitled to elect to receive shares instead of a dividend.

7.4 Winding up

If the Company is wound up, the liquidator may, with the sanction of a special resolution and any other sanction required by law and subject to the Act, divide among the Shareholders in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Shareholders as he may with the like sanction determine, but no Shareholder shall be compelled to accept any shares or other securities upon which there is a liability.

7.5 Transfer of shares

(a) Subject to such of the restrictions in the Articles as may be applicable, each member may transfer all or any of his shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the register of members.

(b) The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless:

(i) it is in respect of a share which is fully paid up;

(ii) it is in respect of only one class of shares;

(iii) it is in favour of a single transferee or not more than four joint transferees;

(iv) it is duly stamped (if so required); and

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(v) it is delivered for registration to the registered office for the time being of the Company or such other place as the Board may from time-to-time determine, accompanied (except in the case of (a) a transfer by a recognised person where a certificate has not been issued (b) a transfer of an uncertificated share or (c) a renunciation) by the certificate for the share to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor or person renouncing and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so, provided that the Board shall not refuse to register a transfer or renunciation of a partly paid share in certificated form on the grounds that it is partly paid in circumstances where such refusal would prevent dealings in such share from taking place on an open and proper basis on the market on which such share is admitted to trading. The Board may refuse to register a transfer of an uncertificated share in such other circumstances as may be permitted or required by the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) and the relevant electronic system.

(c) Unless the Board otherwise determines, a transfer of shares will not be registered if the transferor or any other person whom the Company reasonably believes to be interested in the transferor's shares has been duly served with a notice pursuant to the Act requiring such person to provide information about his interests in the Company's shares, has failed to supply the required information within 14 days and the shares in respect of which such notice has been served represent at least 0.25 per cent. in nominal value of their class, unless the member is not himself in default as regards supplying the information required and proves to the satisfaction of the Board that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer, or unless such transfer is by way of acceptance of a takeover offer, in consequence of a sale on a recognised investment exchange or any other stock exchange outside the United Kingdom on which the Company's shares are normally traded or is in consequence of a bona fide sale to an unconnected party.

(d) If the Board refuses to register a transfer of a share, it shall send the transferee notice of its refusal, together with its reasons for refusal, as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company.

(e) No fee shall be charged for the registration of any instrument of transfer or any other document relating to or affecting the title to any shares.

(f) If at any time the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the Directors (i) would cause the assets of the Company to be treated as "plan assets" of any benefit plan investor under Section 3(42) of ERISA or the US Code; or (ii) would or might result in the Company and/or its shares being required to register or qualify under the US Investment Company Act and/or the US Securities Act and/or the US Securities Exchange Act 1934 and/or any laws of any state of the US that regulate the offering and sale of securities; or (iii) may cause the Company not to be considered a "Foreign Private Issuer" under the US Securities Exchange Act 1934; or (iv) may cause the Company to be a "controlled foreign corporation" for the purpose of the US Code; or (v) creates a significant legal or regulatory issue for the Company under the US Bank Holding Company Act of 1956 (as amended) or regulations or interpretations thereunder, then any shares which the Directors decide are shares which are so held or beneficially owned ("Prohibited Ordinary Shares") must be dealt with in accordance with paragraph 7.5(g) below. The Directors may at any time give notice in writing to the holder of a share requiring him to make a declaration as to whether or not the share is a Prohibited Ordinary Share.

(g) The Directors shall give written notice to the holder of any share which appears to them to be a Prohibited Ordinary Share requiring him within 21 days (or such extended time as the Directors consider reasonable) to transfer (and/or procure the disposal of interests in) such share to another person so that it will cease to be a Prohibited Ordinary Share. From the date of such notice until registration for such a transfer or a transfer arranged by the Directors as referred to below, the share will not confer any right on the holder to receive notice of or to attend and vote at a general meeting of the Company and of any class of shareholder and those rights will vest in the Chairman of any such meeting, who may exercise or refrain from exercising them entirely at his discretion. If the notice is not complied with within 21 days to the satisfaction of the Directors, the Directors

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shall arrange for the Company to sell the share at the best price reasonably obtainable to any other person so that the share will cease to be a Prohibited Ordinary Share. The net proceeds of sale (after payment of the Company's costs of sale and together with interest at such rate as the Directors consider appropriate) shall be paid over by the Company to the former holder upon surrender by him of the relevant share certificate (if applicable).

(h) Upon transfer of a share the transferee of such share shall be deemed to have represented and warranted to the Company that such transferee is acquiring shares in an offshore transaction meeting the requirements of Regulation S and is not, nor is acting on behalf of: (i) a benefit plan investor and no portion of the assets used by such transferee to acquire or hold an interest in such share constitutes or will be treated as "plan assets" of any benefit plan investor under Section 3(42) of ERISA; and/or (ii) a U.S. Person.

7.6 Variation of rights

(a) If at any time the share capital of the Company is divided into shares of different classes, any of the rights for the time being attached to any shares (whether or not the Company may be or is about to be wound up) may from time-to-time be varied or abrogated in such manner (if any) as may be provided in the Articles by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the relevant class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of the class duly convened and held in accordance with the Act.

(b) The quorum at every such meeting shall be not less than two persons present (in person or by proxy) holding at least one-third of the nominal amount paid up on the issued shares of the relevant class (excluding any shares of that class held as treasury shares) and at an adjourned meeting not less than one person holding shares of the relevant class or his proxy.

7.7 Alteration of share capital

(a) The Company may from time to time by ordinary resolution:

(i) authorise the Directors to increase its share capital by allotting new shares;

(ii) consolidate and divide all or any of its share capital into shares of larger nominal amount than its existing shares;

(iii) subject to the provisions of the Act, sub-divide its shares or any of them, into shares of smaller nominal amount and may by such resolution determine that, as between the shares resulting from such a sub-division, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights or be subject to any such restrictions, as the Company has power to attach to new shares; and

(iv) redenominate its share capital by converting shares from having a fixed nominal value in one currency to having a fixed nominal value in another currency.

7.8 General meetings

(a) The Board may convene a general meeting (which is not an annual general meeting) whenever and at such time and place, and/or on such electronic platform(s), as it thinks fit.

(b) The Board shall determine whether a general meeting is to be held as a physical general meeting and/or an electronic general meeting.

(d) The notice of any general meeting shall include such statements as are required by the Act and shall in any event specify:

(i) whether the meeting is convened as an annual general meeting or any other general meeting;

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(ii) whether the meeting will be physical and/or electronic;
(iii) the place and/or electronic platform(s), the day, and the time of the meeting;
(iv) the general nature of the business to be transacted at the meeting;
(v) if the meeting is convened to consider a special resolution, the text of the resolution and the intention to propose the resolution as such; and
(vi) with reasonable prominence, that a member entitled to attend and vote is entitled to appoint one or (provided each proxy is appointed to exercise the rights attached to a different share held by the member) more proxies to attend and to speak and vote instead of the member and that a proxy need not also be a member.

(e) The notice shall be given to the members (other than any who, under the provisions of the Articles or of any restrictions imposed on any shares, are not entitled to receive notice from the Company), to the Directors and the auditors and to any other person who may be entitled to receive it. The accidental omission to give or send notice of any meeting, or, in cases where it is intended that it be given or sent out with the notice, any other document relating to the meeting including an appointment of proxy to, or the non-receipt of either by, any person entitled to receive the same, shall not invalidate the proceedings at that meeting.

(f) The right of a member to participate in the business of any general meeting shall include without limitation the right to speak, vote, be represented by a proxy or proxies and have access to all documents which are required by the Act or the Articles to be made available at the meeting.

(g) A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company. The Chairman of any general meeting may also invite any person to attend and speak at that meeting if he considers that this will assist in the deliberations of the meeting.

(h) No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Subject to the Articles, two persons entitled to attend and to vote on the business to be transacted, each being a member so entitled or a proxy for a member so entitled or a duly authorised representative of a corporation which is a member so entitled, shall be a quorum. If, at any time, there is only one person entitled to attend and to vote on the business to be transacted, such person being the sole member so entitled or a proxy for such sole member so entitled or a duly authorised representative of a corporation which is such sole member so entitled, shall be a quorum. The Chairman of the meeting may, with the consent of the meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time-to-time (or indefinitely) and from place to place as the meeting shall determine. Where a meeting is adjourned indefinitely, the Board shall fix a time and place and/or on such electronic platform(s) for the adjourned meeting. Whenever a meeting is adjourned for 30 days or more or indefinitely, seven clear days' notice at the least, specifying the place, the day and time of the adjourned meeting and the general nature of the business to be transacted, must be given in the same manner as in the case of the original meeting.

(i) A resolution put to a vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result on a show of hands) a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded by:

(i) the chairman of the meeting;
(ii) at least five members having the right to vote on the resolution;
(iii) a member or members representing not less than 5 per cent. of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to shares held as treasury shares); or
(iv) member or members holding shares conferring the right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than 10 per cent. of the total sum paid up on all the shares conferring that right (excluding any voting rights attached to shares in the Company conferring a right to vote on the resolution held as treasury shares).

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7.9 Borrowing powers

(a) Subject to the provisions of the Act, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital or any part or parts thereof and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

7.10 Issue of shares

(a) Subject to the provisions of the Act, and to any relevant authority of the Company required by the Act, the Board may allot, grant options over, offer or otherwise deal with or dispose of any new shares or rights to subscribe for or convert any security into shares, at such times and generally on such terms and conditions as the Board may decide.

(b) Subject to the provisions of the Act and to any rights for the time being attached to any existing shares, any shares may be allotted or issued with or have attached to them such preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise, as the Company may from time-to-time by ordinary resolution determine or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine and any share may be issued which is, or at the option of the Company or the holder of such share is liable to be, redeemed in accordance with the Articles or as the Directors may determine.

(c) The business of the Company shall be managed by the Directors who, subject to the provisions of the Act, the Articles and to any directions given by special resolution to take, or refrain from taking, specified action, may exercise all the powers of the Company, whether relating to the management of the business or not. Any Director may appoint any other Director, or any other person approved by resolution of the Directors and willing to act and permitted by law to do so, to be an alternate Director.

7.11 Directors' fees

(a) The Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors such sum as the Board may from time-to-time determine (not exceeding in aggregate £400,000 per annum or such other sum as the Company in general meeting shall from time-to-time determine). Any such fees payable shall be distinct from any salary, remuneration or other amounts payable to a Director pursuant to any other provision of the Articles or otherwise and shall accrue from day-to-day.

(b) The Directors are entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by them in or about the performance of their duties as Directors.

7.12 Directors' interests

(a) The Board may authorise any matter proposed to it in accordance with the Articles which would, if not so authorised, involve a breach by a Director of his duty to avoid conflicts of interest under the Act, including any matter which relates to a situation in which a Director has or can have an interest which conflicts, or possibly may conflict, with the interest of the Company (including the exploitation of any property, information or opportunity, whether or not the Company could take advantage of it but excluding any situation which cannot reasonably be regarded as likely to give rise to a conflict of interest). This does not apply to a conflict of interest arising in relation to a transaction or arrangement with the Company. Any authorisation will only be effective if any quorum requirement at any meeting at which the matter was considered is met without counting the Director in question or any other interested Director and the matter was agreed to without their voting or would have been agreed to if their votes had not been counted. The Board may impose limits or conditions on any such authorisation or may vary or terminate it at any time.

(b) Subject to having, where required, obtained authorisation of the conflict from the Board, a Director shall be under no duty to the Company with respect to any information which he obtains or has

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obtained otherwise than as a Director of the Company and in respect of which he has a duty of confidentiality to another person. In particular, a Director shall not be in breach of the general duties he owes to the Company under the Act because he fails to disclose any such information to the Board or to use or apply any such information in performing his duties as a Director, or because he absents himself from meetings of the Board at which any matter relating to a conflict of interest, or possible conflict, of interest is discussed and/or makes arrangements not to receive documents or information relating to any matter which gives rise to a conflict of interest or possible conflict of interest and/or makes arrangements for such documents and information to be received and read by a professional adviser.

(c) Provided that his interest is disclosed at a meeting of the Board, or in the case of a transaction or arrangement with the Company, in the manner set out in the Act, a Director, notwithstanding his office:

(i) may be a party to or otherwise be interested in any transaction or arrangement with the Company or in which the Company is otherwise interested;

(ii) may hold any other office or place of profit under the Company (except that of auditor of the Company or any of its subsidiaries);

(iii) may act by himself or through his firm in a professional capacity for the Company, and in any such case on such terms as to remuneration and otherwise as the Board may arrange;

(iv) 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 company promoted by the Company or in which the Company is otherwise interested or as regards which the Company has any powers of appointment; and

(v) shall not be liable to account to the Company for any profit, remuneration or other benefit realised by any office or employment or from any transaction or arrangement or from any interest in any body corporate. No such transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such profit, remuneration or any other benefit constitute a breach of his duty not to accept benefits from third parties.

(d) A Director need not declare an interest in the case of a transaction or arrangement with the Company if the other Directors are already aware, or ought reasonably to be aware, of the interest or it concerns the terms of his service contract that have been or are to be considered at a meeting of the Directors or if the interest consists of him being a director, officer or employee of a company in which the Company is interested.

7.13 Restrictions on Directors voting

(a) A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board or of a committee of the Board concerning any transaction or arrangement in which he has an interest which is to his knowledge a material interest and, if he purports to do so, his vote shall not be counted, but this prohibition shall not apply in respect of any resolution concerning any one or more of the following matters:

(i) any transaction or arrangement in which he is interested by means of an interest in shares, debentures or other securities or otherwise in or through the Company;

(ii) the giving of any guarantee, security or indemnity in respect of money lent to, or obligations incurred by him or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings;

(iii) the giving of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(iv) the giving of any other indemnity where all other Directors are also being offered indemnities on substantially the same terms;

(v) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings in which offer he is or may be entitled to

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participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

(vi) any proposal concerning any other body corporate in which he does not to his knowledge have an interest (as the term is used in Part 22 of the Act) in 1 per cent. or more of the issued equity share capital of any class of such body corporate (calculated exclusively of any shares of that class in that company held as treasury shares) nor to his knowledge holds 1 per cent. or more of the voting rights which he holds as shareholder or through his direct or indirect holding of financial instruments (within the meaning of the Disclosure Guidance and Transparency Rules) in such body corporate;

(vii) any proposal relating to an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates;

(viii) any proposal concerning insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons who include Directors;

(ix) any proposal concerning the funding of expenditure by one or more Directors on defending proceedings against him or them, or doing anything to enable such Director or Directors to avoid incurring such expenditure; or

(x) any transaction or arrangement in respect of which his interest, or the interest of Directors generally has been authorised by ordinary resolution.

(b) A Director shall not vote or be counted in the quorum on any resolution of the Board or committee of the Board concerning his own appointment (including fixing or varying the terms of his appointment or its termination) as the holder of any office or place of profit with the Company or any company in which the Company is interested.

7.14 Number of Directors

Unless and until otherwise determined by an ordinary resolution of the Company, the number of Directors (other than alternate Directors) shall be not less than two and the number is not subject to a maximum.

7.15 Directors' appointment and retirement

(a) Directors may be appointed by the Company by ordinary resolution or by the Board. If appointed by the Board, a Director shall hold office only until the next annual general meeting and shall not be taken into account in determining the number of Directors who are to retire by rotation.

(b) At each annual general meeting of the Company, any Directors appointed by the Board since the last annual general meeting shall retire. In addition one-third of the remaining Directors or, if their number is not three or a multiple of three, the number nearest to but not exceeding one-third, shall retire from office by rotation. If there are fewer than three such Directors, one Director shall retire from office.

(c) At each annual general meeting, any Director who was last elected or last re-elected at or before the annual general meeting held in the third calendar year before the current year shall retire by rotation. If the number of Directors so retiring is less than the minimum number of Directors who are required to retire by rotation, additional Directors up to that number shall retire (namely, those Directors who are subject to rotation but who wish to retire and not offer themselves for reelection and those Directors who have been Directors longest since their appointment or last reappointment (and, as between those who have been in office an equal length of time, those to retire shall, unless they otherwise agree, be determined by lot)).

(d) Any Director who would not otherwise be required to retire shall also retire if he has been with the Company for a continuous period of nine years or more at the date of the meeting and shall not be taken into account when deciding which and how many Directors should retire by rotation at the annual general meeting.

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7.16 Notice requiring disclosure of interest in shares

(a) The Company may, by notice in writing, require a person whom the Company knows to be, or has reasonable cause to believe is interested in any shares or at any time during the three years immediately preceding the date on which the notice is issued to have been interested in any shares, to confirm that fact or (as the case may be) to indicate whether or not this is the case and to give such further information as may be required by the Directors. Such information may include, without limitation, particulars of the person's identity, particulars of the person's own past or present interest in any shares and to disclose the identity of any other person who has a present interest in the shares held by him, where the interest is a present interest and any other interest, in any shares, which subsisted during that three year period at any time when his own interest subsisted to give (so far as is within his knowledge) such particulars with respect to that other interest as may be required and where a person's interest is a past interest to give (so far as is within his knowledge) like particulars for the person who held that interest immediately upon his ceasing to hold it.

(b) If any Shareholder is in default in supplying to the Company the information required by the Company within the prescribed period (which is 14 days after service of the notice), or such other reasonable period as the Directors may determine, the Directors in their absolute discretion may serve a direction notice on the Shareholder. The direction notice may direct that in respect of the shares in respect of which the default has occurred (the "default shares") the Shareholder shall not be entitled to vote in general meetings or class meetings where the default shares represent at least 0.25 per cent. In nominal value of the class of shares concerned, the direction notice may additionally direct that dividends on such shares will be retained by the Company (without interest) and that no transfer of the default shares (other than a transfer authorised under the Articles) shall be registered until the default is rectified.

7.17 Untraced shareholders

Subject to the Articles, the Company may sell any shares registered in the name of a member remaining untraced for twelve years who fails to communicate with the Company following advertisement of an intention to make such a disposal. Until the Company can account to the member, the net proceeds of sale will be available for use in the business of the Company or for investment, in either case at the discretion of the Board. The proceeds will not carry interest.

7.18 Indemnity of officers

Subject to the provisions of the Act, but without prejudice to any indemnity to which he may otherwise be entitled, every past or present Director (including an alternate Director) or officer of the Company or a director or officer of an associated company (except the auditors or the auditors of an associated company) may at the discretion of the Board be indemnified out of the assets of the Company against all costs, charges, losses, damages and liabilities incurred by him for negligence, default, breach of duty, breach of trust or otherwise in relation to the affairs of the Company or of an associated company, or in connection with the activities of the Company, or of an associated company, or as a trustee of an occupational pension scheme (as defined in Section 235(6) of the Act). In addition the Board may purchase and maintain insurance at the expense of the Company for the benefit of any such person indemnifying him against any liability or expenditure incurred by him for acts or omissions as a Director or officer of the Company (or of an associated company).

7.19 REIT provisions

A summary of the REIT provisions included in the Articles is set out in Section C of Part 13 (The REIT Regime and UK Taxation) of this document.

7.20 C Shares – definitions and interpretation

For the purposes of this paragraph 7.20 to paragraph 7.23 of this Part 9 only, the following words and expressions shall bear the following meanings (notwithstanding that a different meaning may be given to any such word or expression in another provision of the Articles):

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C Shareholder
means a person who is a holder of C Shares;

Calculation Date
means the earliest of:
(a) close of business on the date 12 months after the allotment of the C Shares, or if such day is not a Business Day, the first Business Day prior thereto;
(b) close of business on the date to be determined by the Directors after the day on which the Investment Manager shall have given notice to the Directors that at least 90 per cent. of the net proceeds attributable to the C Shares (or such other percentage as the Directors and Investment Manager shall agree) shall have been invested and/or committed;
(c) close of business on the last Business Day prior to the day on which the Directors resolve that any Force Majeure Circumstance has arisen or is imminent; and
(d) close of business on such Business Day as the Directors may otherwise determine in their sole discretion;

Conversion
means the conversion of C Shares into Ordinary Shares, in accordance with the provisions of paragraph 7.23;

Conversion Date
means the close of business on such Business Day as may be selected by the Directors falling not more than 120 Business Days after the Calculation Date;

Conversion Ratio
means the ratio of the Net Asset Value per C Share to the Net Asset Value per Ordinary Share, which is calculated to six decimal places (with 0.0000005 being rounded upwards) by dividing the Net Asset Value per C Share by the Net Asset Value per Ordinary Share;

Existing Ordinary Shares
means the Ordinary Shares in issue immediately prior to Conversion (not including any Ordinary Shares held in treasury);

Force Majeure Circumstances
means, in relation to any C Shares (i) any political and/or economic circumstances and/or actual or anticipated changes in fiscal or other legislation which, in the reasonable opinion of the Directors, renders Conversion necessary or desirable; (ii) the issue of any proceedings challenging, or seeking to challenge, the power of the Company and/or its Directors to issue any C Shares with the rights proposed to be attached to them and/or to the persons to whom they are, and/or the terms upon which they are proposed to be issued; or (iii) the giving of notice of any general meeting of the Company at which a resolution is to be proposed to wind up the Company, whichever shall happen earliest;

Investment Manager
means any investment manager of the Company from time to time;

Net Asset Value
means as at any date, of the assets of the Company after deduction of all liabilities of the Company and, in relation to a class of shares in the Company, the value, as at any date of the assets attributable to that class of shares after deduction of all liabilities attributable to that class of shares and after deduction of any declared but unpaid dividends, in each case determined in accordance with the accounting policies adopted by the Company from time to time and subject to any such adjustments as the Directors may determine in their absolute discretion taking into account the interests of shareholders as a whole;

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Net Asset Value per C Share
means, at any date, the Net Asset Value attributable to the C Shares divided by the number of C Shares in issue at the date of calculation;

Net Asset Value per Ordinary Share
means, at any date, the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Ordinary Shares held in treasury) at the date of calculation; and

Pool
means a notional pool of assets and liabilities as described in paragraph 7.22 created for a class of shares.

7.21 Rights attaching to C Shares
(a) The C Shares have attached to them the rights set out in the Articles and, save as stated in the Articles have no further right of participation in the profits or assets of the Company.

(b) At the Conversion Date, the C Shares shall be converted into Ordinary Shares in accordance with the provisions paragraph 7.23.

(c) Subject to paragraph 7.23(k), the C Shares shall not carry the right to receive any profits of the Company available for distribution whether by way of interim or final dividend.

(d) Save in connection with the issue of any C Shares pursuant to paragraph 7.23(f), no dividend or other distribution shall be made or paid by the Company on any of its shares between any Calculation Date and the relevant Conversion Date (both dates inclusive) and no such dividend shall be declared with a record date falling between any Calculation Date and the relevant Conversion Date (both dates inclusive).

(e) Subject to paragraph 7.23(j), on a winding up or return of capital (otherwise than on a purchase or redemption by the Company of any C Shares), the holders of the C Shares shall be entitled to receive an amount per C Share equal to the lower of (i) the amount subscribed for the issue of each C Share and (ii) the Net Asset Value per C Share, but shall have no other rights to participate in the capital of the Company.

(f) C Shares shall rank on a winding up in priority to all other shares of the Company from time to time in issue.

(g) The holders of C Shares shall have:
(i) the right to receive notice of, and attend, speak and vote at class meetings of C Shareholders in accordance with the provisions of the Articles. Each holder of C Shares who is present in person (or being a corporation, by representative), or by proxy at a class meeting on a show of hands has one vote, and on a poll, every such person who is present in person (or being a corporation, by representative), or by proxy has one vote in respect of each C Share held by him; and
(ii) no rights to receive notice of, attend, speak or vote at general meetings of the Company.

7.22 Assets attributable to Ordinary Shares and C Shares
(a) If at any time C Shares are in issue, the Directors shall establish for accounting purposes a single separate pool of assets and liabilities attributable to the C Shares and a single separate pool of assets and liabilities attributable to the Ordinary Shares (each, a "Pool"). The Directors shall maintain for accounting purposes all the assets, income, earnings, liabilities, expenses and costs of each Pool separate and separately identifiable from all other assets, income, earnings, liabilities, expenses and costs of the Company and the other Pool and the following provisions shall apply thereto:
(i) any consideration received on or proceeds from, the allotment and issue of shares of a particular class shall be applied to the Pool which relates to such class of shares, and the

assets, liabilities, income and expenditure attributable thereto shall be applied only to that Pool subject to the following sub-paragraphs of this paragraph;

(ii) on a redemption or repurchase of any shares of a particular class, the assets of the Pool which relates to such class of shares shall be reduced by an amount equal to the redemption or repurchase monies;

(iii) for each Pool, the Company shall keep separate books and records in which all transactions relating to that Pool shall be recorded;

(iv) any asset derived from any other asset or assets (whether cash or otherwise) comprised in any Pool shall be applied in the books and records of the Company to the same Pool as the asset or assets from which it was derived and any increase or diminution in the value of an asset comprised in a Pool shall be applied to that Pool;

(v) in the event that there is any asset of the Company which the Directors do not consider readily attributable to a particular Pool, the Directors shall allocate such asset in such manner and on such basis as they in their discretion deem fair and equitable and the Directors shall have the power to, and may at any time and from time to time, vary such basis in respect of any asset not previously allocated;

(vi) the Directors shall have discretion to determine the basis upon which any liability shall be allocated between the Pools (including conditions as to subsequent allocations thereof if circumstances so permit or require) and shall have power at any time and from time to time to vary such basis;

(vii) subject as otherwise provided in the Articles, the assets held for each Pool shall be applied solely in respect of the class of shares of the Pool for which the relevant Pool was established and the Articles shall be construed accordingly;

(viii) notwithstanding the foregoing, if a Pool has insufficient funds or assets to meet the debts and liabilities attributable to such Pool, any such shortfall shall be paid out of the assets attributable to the other Pool;

(ix) notwithstanding the foregoing, the Directors shall have discretion to apply any income or asset from the C Share Pool in making a distribution in respect of the Ordinary Shares if that is required in order to meet minimum distribution test for the Company to remain a REIT; and

(b) The Company shall give appropriate instructions to the Investment Manager to manage the Company's assets so that paragraph 7.22(a) can be complied with.

7.23 Conversion of C Shares

The C Shares for the time being in issue shall be converted into Ordinary Shares on the relevant Conversion Date in accordance with the following provisions of this paragraph 7.23.

(a) The Directors shall procure that as soon as reasonably practicable and not later than 100 Business Days of the relevant Calculation Date:

(i) the Conversion Ratio as at the relevant Calculation Date and the numbers of Ordinary Shares to which each holder of C Shares shall be entitled on Conversion shall be calculated; and

(ii) the Auditors shall confirm that such calculations as have been made by the Company have, in their opinion, been performed in accordance with the Articles and any agreed upon procedures and are arithmetically accurate whereupon such calculations shall become final and binding on the Company and all holders of the Company's shares and any other securities issued by the Company which are convertible into the Company's shares.

(b) The Directors shall procure that, as soon as practicable following such confirmation and in any event within 120 Business Days of the relevant Calculation Date, a notice is sent to each holder of C Shares advising such shareholder of the Conversion Date, the Conversion Ratio and the numbers of Ordinary Shares to which such holder of C Shares will be entitled on Conversion.

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(c) Subject to paragraph 7.23(f), on Conversion the relevant number of C Shares shall automatically convert into such number of Ordinary Shares as shall be necessary to ensure that upon such Conversion being completed the aggregate number of Ordinary Shares into which the same number of C Shares are converted equals the number of C Shares in issue at the relevant Calculation Date multiplied by the relevant Conversion Ratio (calculated to six decimal places and rounded down to the nearest whole Ordinary Share).

(d) The Ordinary Shares arising upon Conversion shall be divided amongst the holders of C Shares pro rata according to their respective former holdings of C Shares (provided always that the Directors may deal in such manner as they think fit with fractional entitlements to Ordinary Shares arising upon Conversion including, without prejudice to the generality of the foregoing, selling any Ordinary Shares representing such fractional entitlements and retaining the proceeds for the benefit of the Company).

(e) If the Conversion requires more Ordinary Shares to arise on Conversion than the number of C Shares that are in issue, the Directors shall, subject to the terms of the Articles, the approval of an ordinary resolution of the Company and in accordance with applicable law (and notwithstanding article 155 of the Articles), issue fully paid up additional C Shares prior to the Conversion by way of capitalisation of the share premium account of the Company such that there are the requisite number of C Shares in issue to allow the Company to comply with this paragraph 7.23.

(f) Forthwith upon Conversion, the share certificates relating to the C Shares shall be cancelled and the Company shall issue new certificates in respect of the Ordinary Shares which have arisen upon Conversion.

(g) The Conversion shall be effected by way of conversion and redesignation of the relevant number of C Shares into the relevant number of Ordinary Shares and the Directors may make such adjustments to the terms and timing of Conversion as they in their discretion consider fair and reasonable having regard to the interests of all shareholders.

(h) The Ordinary Shares into which any C Shares shall convert shall rank pari passu with the Existing Ordinary Shares for dividends and other distributions in relation to the Ordinary Shares made or declared by reference to a record date falling after the relevant Calculation Date.

(i) Upon completion of a Conversion, the assets, liabilities, income and expenditure attributable to the C Shares in accordance with paragraph 7.22 shall be allocated to the Ordinary Shares.

(j) The rights of any C Shares which remain in issue following Conversion shall with effect from the Conversion Date be amended so that on a return of assets on a winding up or otherwise, they entitle the holder only to payment of one penny in respect of his entire holding of such C Shares and shall entitle the holder to the payment of a fixed cumulative preferential dividend of 0.000000001 pence per C Share payable annually but no other right to share in the profits of the Company. The holders of such C Shares shall not be entitled to receive notice of or attend or vote at any general meeting of the Company. With effect from the relevant Conversion, each holder of C Shares grants an irrevocable authority on the Company at any time thereafter to appoint any person to execute on behalf of the holders of such C Shares a transfer thereof (and/or an agreement to transfer the same) to such person(s) as the Company may determine as custodian thereof and/or to redeem the same itself (in accordance with the provisions of the Companies Act), in any such case for one penny for all such C Shares held by any member without obtaining any further sanction of the holder or holders thereof and pending such transfer and/or redemption to retain the certificate for such C Shares. Subject to the Companies Act, the Company shall on the relevant Conversion (or as soon as practicable thereafter) redeem all of the relevant C Shares then in issue, at a price of one penny in aggregate for all such C Shares held by any member and redeemed at any one time and the notice referred to in paragraph 7.23(c) shall be deemed to constitute notice to each holder of C Shares (and any person or persons having rights to acquire or acquiring C Shares on or after the Calculation Date) that the C Shares shall be so redeemed (and the Company shall not be obliged to account to any holder of C Shares for the redemption arising in respect of such C Shares).

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For the avoidance of doubt, no act undertaken by the Company in accordance with paragraph 7.23(f) shall amount to the variation, alteration or abrogation of the rights attaching to any class of share in the Company.

8 MATERIAL CONTRACTS

The following are all of the contracts, not being contracts entered into in the ordinary course of business that have been entered into by the Group in the two years immediately preceding the date of this Registration Document and are, or may be, material or contain any provision under which the Company or a member of the Group has any obligation or entitlement which is or may be material to it as at the date of this Registration Document:

8.1 The Placing and Offer Agreement

The Placing and Offer Agreement dated 15 November 2021 between the Company, the Manager, Singer, Panmure Gordon and Alvarium pursuant to which, subject to certain conditions, Singer, Panmure Gordon and Alvarium have each agreed to use reasonable endeavours to procure subscribers for Ordinary Shares at the Issue Price on a non-underwritten basis pursuant to the Initial Placing and Ordinary Shares and/or C Shares on a non-underwritten basis pursuant to any Subsequent Placing under the Placing Programme.

The Placing and Offer Agreement contains customary warranties given by the Company, the Manager and PIML to Singer, Panmure Gordon and Alvarium in relation to, inter alia, certain matters relating to the Company and its business. In addition, the Company has agreed to indemnify Singer, Panmure Gordon and Alvarium in relation to certain liabilities that either may incur in respect of the Initial Issue and the Placing Programme. Singer, Panmure Gordon and Alvarium had the right to terminate the Placing and Offer Agreement in certain circumstances prior to Initial Admission and/or the relevant subsequent Admission including, without limitation, in the event of a material breach by the Company, the Manager or PIML to comply in any material respect with their respective obligations under the Placing and Offer Agreement, the occurrence of a force majeure event or a material adverse change in the financial condition of the Company and/or the Group. Under the terms of the Placing and Offer Agreement, the Company agreed to pay Singer a corporate finance fee and Singer, Panmure Gordon and Alvarium commissions based on the number of new Ordinary Shares issued. Under the Placing and Offer Agreement, Singer, Panmure Gordon and Alvarium are entitled at their discretion and out of their own resources at any time to rebate to any third party part or all of their fees relating to the fundraise and to retain agents and may pay commission in respect of the placing to any or all of those agents out of their own resources. In addition, Singer, Panmure Gordon and Alvarium may direct the Company to pay part of any commission which would otherwise be due to either of them to certain investors.

The Placing and Offer Agreement is governed by the laws of England and Wales.

8.2 The Management Agreement

The Management Agreement dated 21 March 2016, as amended and restated on 31 July 2017, 6 July 2018 and 10 February 2020 between the Company and Pacific Capital Partners Limited as novated from Pacific Capital Partners Limited to the Manager pursuant to a deed of novation dated 16 June 2021 entered into between the Company, Pacific Capital Partners Limited and the Manager pursuant to which the Manager has, subject to overall supervision and direction of the Board, agreed to provide investment management services to the Company. The Manager acts as the Company's manager for the purposes of the AIFMD and certain other ancillary services. The Manager has delegated the day-to-day administration of the Company to the Pacific Group.

Under the Management Agreement the Manager agrees that it shall not (and shall procure that each of its associates shall not) undertake any property acquisition and/or development activities in respect of property assets that would fall within the scope of the Company's investment policy without offering the Company a right of first refusal in respect of the same.

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Under the Management Agreement, the Manager receives a management fee, payable quarterly in arrears as follows:

0.95 per cent. per annum of the Group's EPRA NTA up to, and including, £250 million;
0.90 per cent. per annum of the Group's EPRA NTA in excess of £250 million and up to and including £500 million; and
0.85 per cent. per annum of the Group's EPRA NTA in excess of £500 million.

The Management Agreement may be terminated by the Company or by the Manager giving 12 months' notice, such notice not to be given earlier than 17 April 2023. Either party may terminate the Investment Management Agreement (without prejudice to any right of action accruing or already accrued to it) immediately without penalty by notice in writing, inter alia, if the other party commits: (i) an act of fraud, or is guilty of negligence or wilful default; or (ii) or a material breach of the Investment Management Agreement, which has not been rectified within 60 business days of being requested in writing to do so (if such breach is capable of rectification). The Company may also terminate the Management Agreement if there is a change of control of the Manager without the prior written consent of the Company.

The Management Agreement shall terminate automatically if either party to the Management Agreement: (i) enters into liquidation (except on terms previously approved in writing by the other party), or has a receiver or administrator appointed over that party or its assets; (ii) if an effective resolution is passed for winding up the Company (otherwise than for the purpose of its amalgamation or solvent reconstruction previously approved in writing by the other party); (iii) is insolvent or stops or threaten to stop carrying on business or payment of its debts or make any arrangement with its creditors generally; or (iv) if the Manager ceases to be authorised and regulated by the FCA (if required to be so authorised and regulated to continue to carry out its duties under the Management Agreement).

The Company has given certain market standard indemnities in favour of the Manager in respect of the Manager's potential losses in carrying on its responsibilities under the Management Agreement.

The Management Agreement is governed by and construed in accordance with the laws of England and Wales.

8.3 The Depositary Agreement

The Depositary Agreement dated 21 March 2016 between the Company, Pacific Capital Partners Limited and the Depositary as amended pursuant to a deed of amendment dated 16 June 2021 between the Company, Pacific Capital Partners Limited, the Manager and the Depositary pursuant to which the Depositary has been appointed to provide depositary services to the Company.

Under the terms of the Depositary Agreement the Depositary will be responsible for ensuring that the Company's cash flows are properly monitored, the safekeeping of certain property entrusted to it by the Company and oversight of the Company.

Under the terms of the Depositary Agreement, the Depositary is entitled to an annual fee. For each property held by the Company in excess of 15, there will be an additional one-off charge of £500 per property, and an increase in the annual fee of £250 per property. The Depositary is entitled to reimbursement of all reasonable out-of-pocket expenses incurred in connection with its duties.

The Depositary Agreement is terminable by either the Company or the Depositary giving to the other not less than 3 months' written notice. The Depositary Agreement may be terminated with immediate effect by either the Company or the Depositary on the occurrence of certain events, including: (i) if the other party has committed a material breach or is in persistent breach of the terms of the Depositary Agreement (where such breach has not been remedied within 30 days of written notice being given); or (ii) in the case of insolvency of a party.

The Company has given certain market standard indemnities in favour of the Depositary in respect of the Depositary's potential losses in carrying on its responsibilities under the Depositary Agreement.

The Depositary Agreement is governed by the laws of England and Wales.

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8.4 The Company Secretarial Services Agreement

The Company Secretarial Services Agreement dated 1 February 2021 between the Company and the Company Secretary pursuant to which the Company Secretary has been appointed to act as secretary to the Company. Under the terms of the Company Secretarial Services Agreement, the Company Secretary is entitled to an annual fee.

The Company Secretarial Services Agreement contains provisions whereby the Company indemnifies the Company Secretary, its affiliates and their directors, officers, employees and agents from and against, inter alia, any and all losses, damages and liabilities incurred by such parties resulting or arising from the Company's breach of the Company Secretarial Services Agreement, and in addition any third-party claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with the Company Secretarial Services Agreement or the services contemplated therein, except to the extent such losses are determined to have resulted from the fraud, wilful default or negligence by any such party seeking indemnity thereunder.

The Company Secretarial Services Agreement is terminable, inter alia, upon three months' written notice, such notice to be given no earlier than 1 February 2022. The Company Secretarial Services Agreement is also terminable upon the occurrence of certain events including the insolvency of the Company or a party committing a material breach of the Company Secretarial Services Agreement (where such breach has not been remedied within 45 days of written notice being given).

The Company Secretarial Services Agreement is governed by the laws of England and Wales

8.5 The Registrar Agreement

The Registrar Agreement dated 5 April 2016 between the Company and the Registrar pursuant to which the Registrar has agreed to act as registrar to the Company.

Under the terms of the Registrar Agreement, the Registrar is entitled to an annual maintenance fee per Shareholder account per annum, subject to a minimum fee. The fee is subject to increase in line with the CPI. The Registrar is also entitled to activity fees under the Registrar Agreement.

The Registrar Agreement may be terminated on six months' notice, such notice not to expire prior to the end of the third year of appointment and is also terminable on written notice in the event of, inter alia, breach of the agreement (which has not been remedied within 21 days' written notice of such breach) or insolvency.

The Company has given certain market standard indemnities in favour of the Registrar in respect of the Registrar's potential losses in carrying on its responsibilities under the Registrar Agreement. The Registrar's liability under the Registrar Agreement is subject to a cap.

The Registrar Agreement is governed by the laws of England and Wales.

8.6 The Receiving Agent Agreement

The Receiving Agent Agreement dated 15 November 2021 between the Company and the Receiving Agent pursuant to which the Receiving Agent has agreed to act as receiving agent in connection with the Issue. Under the terms of the agreement, the Receiving Agent is entitled to a project fee from the Company in connection with these services together with various processing fees. The Receiving Agent will also be entitled to reimbursement of all out-of-pocket expenses reasonably incurred by it in connection with its duties.

The Company has given certain market standard indemnities in favour of the Receiving Agent and its affiliates and their directors, officers, employees and agents in respect of the Receiving Agent's potential losses in carrying on its responsibilities under the Receiving Agent Agreement. The Receiving Agent's liabilities under the Receiving Agent are subject to a cap.

The Receiving Agent Agreement is governed by the laws of England and Wales.

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8.7 Barclays facility agreement

The facility agreement dated 7 August 2020 between Urban Logistics Acquisitions 1 Limited and Urban Logistics Acquisitions 2 Limited as borrowers, Urban Logistics Prop Co 1 (AC) Limited and the joint trustees of The Eos Property Unit Trust as guarantors, Barclays Bank PLC as arranger, coordinator, agent and security agent and Barclays Bank PLC, Lloyds Bank plc and Santander UK plc as lenders, Barclays Bank PLC, Lloyds Bank Corporate Markets Plc and Santander UK plc as hedge counterparties pursuant to which the lenders have made available to the borrowers facilities of, in aggregate, up to £151 million.

The borrowers shall apply the amounts borrowed by them under the facility towards refinancing existing indebtedness, refinancing existing properties, financing the acquisition of additional properties and general corporate purposes. As at 12 November 2021 (being the latest practicable date prior to the publication of this document), this facility had been fully drawn down.

The rate of interest on the loan is 2.1 per cent. above the London interbank offered rate administered by ICE Benchmark Administration Limited. The borrowers shall pay accrued interest on the loan on 30 March, 30 June, 30 September and 30 December in each year of the facility. The borrowers shall repay the facility in full on the third anniversary of the facility agreement.

In the event of a change of control of the borrowers or the Company, the lenders are entitled to cancel the loan and declare all outstanding loans, together with accrued interest, immediately due and payable.

The loan is secured by:

a first legal mortgage over all estates or interests in any freehold or leasehold property owned by the borrower and certain over chargors in the Group;
to the extent that they are not either the subject of a mortgage set out above or freehold or leasehold property in Scotland) by way of first fixed charge all estates or interests in any freehold or leasehold property now or subsequently owned by the borrower and certain over chargors in the Group;
a first fixed charge over any and all interest in all shares, stocks, debentures, bonds or other securities and investments owned by the borrower and certain over chargors in the Group or held by any nominee on their respective behalf; and
a first fixed charge over any and all rights in respect of any amount standing to the credit of certain bank accounts held by the borrower and certain over chargors in the Group.

The facility agreement contains standard terms and conditions, including representations and undertakings customary for a loan facility of this nature.

The facility agreement is governed by the laws of England and Wales.

8.8 Aviva facility agreement

The facility agreement dated 10 March 2021 between Urban Logistics Acquisitions 4 Limited (a subsidiary of the Company) as the borrower, the companies listed in Part 1 of Schedule 1 of the agreement as original guarantors, the financial institutions listed in parts 2 and 3 of Schedule 1 of the agreement as the original lenders, Mount Street Mortgage Servicing Limited as agent and Mount Street Mortgage Servicing Limited as security agent pursuant to which the lenders have made available to the borrower an accordion facility of up to £48,364,250.

At any time before the second anniversary of the agreement, the borrower may give prior notice to the agent that it wishes to increase the total commitments under the facility. The total commitments may only be increased, inter alia, in a maximum aggregate amount of £200,000,000 over the life of the facility. Upon receipt of such a notice, the agent shall as soon as reasonably practicable notify the lenders of such notice who then have the option to provide such new commitments.

The borrower shall apply all amounts borrowed by it under the facility towards financing or refinancing the cost of acquisition of certain original properties, payment of certain fees and for general corporate

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and working capital purposes. As at 12 November 2021 (being the latest practicable date prior to the publication of this document), this facility had been fully drawn down.

The rate of interest on the loan is 2.34 per cent. per annum and is fixed. The borrower shall pay accrued interest on the loan on 30 March, 30 June, 30 September and 30 December in each year of the facility. The borrower shall repay the facility in full on the seventh anniversary of the facility agreement.

In the event of a change of control of the borrower or the Company, the lenders are entitled to cancel the loan and declare all outstanding loans, together with accrued interest, immediately due and payable.

The loan is secured, inter alia, by:

a first legal mortgage over all estates or interests in any freehold or leasehold property owned by the borrower and certain over chargors in the Group;
to the extent that they are not either the subject of a mortgage set out above or freehold or leasehold property in Scotland) by way of first fixed charge all estates or interests in any freehold or leasehold property now or subsequently owned by the borrower and certain over chargors in the Group;
a first fixed charge over any and all interest in all shares, stocks, debentures, bonds or other securities and investments owned by the borrower and certain over chargors in the Group or held by any nominee on their respective behalf; and
a first fixed charge over any and all rights in respect of any amount standing to the credit of certain bank accounts held by the borrower and certain over chargors in the Group.

The facility agreement contains standard terms and conditions, including representations and undertakings customary for a loan facility of this nature.

The facility agreement is governed by the laws of England and Wales.

8.9 Placing agreement

The placing agreement dated 30 June 2021 between the Company, the Manager, PIML, Singer, Panmure Gordon and Alvarium pursuant to which, subject to certain conditions, Singer, Panmure Gordon and Alvarium have each agreed to use reasonable endeavours to procure subscribers for Ordinary Shares at £1.55 on a non-underwritten basis pursuant to a placing.

The placing agreement contains customary warranties given by the Company, the Manager and PIML to Singer, Panmure Gordon and Alvarium in relation to, inter alia, certain matters relating to the Company and its business. In addition, the Company has agreed to indemnify Singer, Panmure Gordon and Alvarium in relation to certain liabilities that either may incur in respect of the placing. Singer, Panmure Gordon and Alvarium had the right to terminate the placing agreement in certain circumstances prior to admission including, without limitation, in the event of a material breach by the Company, the Manager or PIML to comply in any material respect with their respective obligations under the placing agreement, the occurrence of a force majeure event or a material adverse change in the financial condition of the Company and/or the Group. Under the terms of the placing agreement, the Company agreed to pay Singer a corporate finance fee and Singer, Panmure Gordon and Alvarium commissions based on the number of new Ordinary Shares issued. Under the placing agreement, Singer, Panmure Gordon and Alvarium are entitled at their discretion and out of their own resources at any time to rebate to any third party part or all of their fees relating to the fundraise and to retain agents and may pay commission in respect of the placing to any or all of those agents out of their own resources. In addition, Singer, Panmure Gordon and Alvarium may direct the Company to pay part of any commission which would otherwise be due to either of them to certain investors.

The placing agreement is governed by the laws of England and Wales.

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8.10 Placing agreement

The placing agreement dated 21 September 2020 between the Company, the Manager, PIML, Singer and Panmure Gordon pursuant to which, subject to certain conditions, Singer and Panmure Gordon have each agreed to use reasonable endeavours to procure subscribers for Ordinary Shares at £1.39 on a non-underwritten basis pursuant to a placing.

The placing agreement contains customary warranties given by the Company, the Manager and PIML to Singer and Panmure Gordon in relation to, inter alia, certain matters relating to the Company and its business. In addition, the Company has agreed to indemnify Singer and Panmure Gordon in relation to certain liabilities that either may incur in respect of the placing. Singer and Panmure Gordon had the right to terminate the placing agreement in certain circumstances prior to admission including, without limitation, in the event of a material breach by the Company, the Manager or PIML to comply in any material respect with their respective obligations under the placing agreement, the occurrence of a force majeure event or a material adverse change in the financial condition of the Company and/or the Group. Under the terms of the placing agreement, the Company agreed to pay Singer a corporate finance fee and Singer and Panmure Gordon commissions based on the number of new Ordinary Shares issued. Under the placing agreement, Singer and Panmure Gordon are entitled at their discretion and out of their own resources at any time to rebate to any third party part or all of their fees relating to the fundraise and to retain agents and may pay commission in respect of the placing to any or all of those agents out of their own resources. In addition, Singer and Panmure Gordon may direct the Company to pay part of any commission which would otherwise be due to either of them to certain investors.

The placing agreement is governed by the laws of England and Wales.

8.11 Placing agreement

The placing agreement dated 10 February 2020 between the Company, the Manager, PIML, Singer and Panmure Gordon pursuant to which, subject to certain conditions, Singer and Panmure Gordon have each agreed to use reasonable endeavours to procure subscribers for Ordinary Shares at £1.375 on a non-underwritten basis pursuant to a placing.

The placing agreement is governed by the laws of England and Wales.

9 TAKEOVER CODE

9.1 Mandatory bids

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, if:

a person acquires an interest in shares which, when taken together with shares already held by him or persons acting in concert with him, carry 30 per cent. or more of the voting rights in the Company; or

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a person who, together with persons acting in concert with him, is interested in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company acquires additional interests in shares which increase the percentage of shares carrying voting rights in which that person is interested,

the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Panel on Takeovers and Mergers) to make a cash offer for the outstanding shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.

9.2 Compulsory acquisitions

Under sections 974 to 991 of the Companies Act, if an offeror acquires or contracts to acquire (pursuant to a takeover offer) not less than 90 per cent. of the shares (in value and by voting rights) to which such offer relates it may then compulsorily acquire the outstanding shares not assented to the offer. It would do so by sending a notice to outstanding holders of shares telling them that it will compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for the outstanding holders of shares. The consideration offered to the holders whose shares are compulsorily acquired under the Companies Act must, in general, be the same as the consideration that was available under the takeover offer.

In addition, pursuant to section 983 of the Companies Act, if an offeror acquires or agrees to acquire not less than 90 per cent. of the shares (in value and by voting rights) to which the offer relates, any holder of shares to which the offer relates who has not accepted the offer may require the offeror to acquire his shares on the same terms as the takeover offer.

The offeror would be required to give any holder of shares notice of his right to be bought out within one month of that right arising. Sell-out rights cannot be exercised after the end of the period of three months from the last date on which the offer can be accepted or, if later, three months from the date on which the notice is served on the holder of shares notifying them of their sell-out rights. If a holder of shares exercises its rights, the offeror is bound to acquire those shares on the terms of the takeover offer or on such other terms as may be agreed.

10 OPERATING AND FINANCIAL REVIEW

The Historical Financial Information, which has been incorporated by reference into this document, includes, on the pages specified below, descriptions of the Group's financial condition (in both capital and revenue terms), details of the Group's investment activity and portfolio exposure and changes in its financial condition for the financial years ended 31 March 2019, 31 March 2020 and 31 March 2021 and the six month period ended 30 September 2021:

	Annual Report and Accounts for the financial year ended 31 March 2019 Page nos.	Annual Report and Accounts for the financial year ended 31 March 2020 Page nos.	Annual Report and Accounts for the financial year ended 31 March 2021 Page nos.	Interim reports for the six month period ended 30 September 2021 Page nos.
Strategic Report/Report	1 to 13	2 to 23	1 to 33	2 to 19
Directors’ Report	24 to 25	34 to 35	45 to 48	-

11 WORKING CAPITAL

The Company is of the opinion that the working capital available to the Group is sufficient for its present requirements, that is for at least the next 12 months from the date of this document.

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12 CAPITALISATION AND INDEBTEDNESS

The following table, sourced from the internal accounting records of the Group, shows the Group's unaudited indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as at 30 September 2021:

| | 30 September 2021
(Unaudited)
(£'000) |
| --- | --- |
| Total current debt: | |
| Guaranteed | – |
| Secured | – |
| Unguaranteed/unsecured | – |
| Total current debt | – |
| Total non-current debt (excluding current portion of long-term debt): | |
| Guaranteed | – |
| Secured | 196,768 |
| Unguaranteed/unsecured | 15,328 |
| Total non-current debt | 212,096 |
| Total indebtedness | 212,096 |

Included in non-current unguaranteed/unsecured debt is £7,718,000 of lease liabilities and £4,641,000 of long-term rental deposits. The Group's secured debt is secured over the investment properties owned by the Group.

The following table shows the Group's capitalisation as at 30 September 2021, being the date of the Group's last published interim financial statements. There has been no material change to this information since 30 September 2021:

| | 30 September 2021
(Unaudited)
(£'000) |
| --- | --- |
| Capitalisation(1) | |
| Share capital | 3,249 |
| Share premium | 194,999 |
| Capital reduction reserve | 228,760 |
| Other reserves | 1,307 |
| Total capitalisation | 428,315 |

(1) Excludes retained earnings.

The following table shows the Group's unaudited net indebtedness as at 30 September 2021:

| | 30 September 2021
(Unaudited)
(£'000) |
| --- | --- |
| Liquidity: Cash and cash equivalents | 90,681 |
| Indebtedness | |
| Current guaranteed debt | - |
| Current secured debt | - |
| Current unguaranteed/unsecured debt | - |
| Current financial debt | - |
| Net-current financial liquidity | 90,681 |
| Non-current guaranteed debt | - |
| Non-current secured debt | (196,768) |
| Non-current unguaranteed/unsecured debt | (15,328) |
| Non-current financial indebtedness | (212,096) |
| Net financial indebtedness | (121,415) |

Included in cash and cash equivalents is £4,641,000 of long-term rental deposits, also recognised in non-current unguaranteed/unsecured debt. Included in non-current unguaranteed/unsecured debt is £7,718,000 of lease liabilities.

The table below sets out the indirect and contingent liabilities of the Group as at 30 September 2021:

| | 30 September 2021
(Unaudited)
(£'000) |
| --- | --- |
| Derivative financial instrument (interest rate hedge) | 273 |
| Provision for profit share | 2,684 |
| | 2,957 |

13 SIGNIFICANT CHANGE

Save to the extent disclosed below, there has been no significant change in the financial position or financial performance of the Group since 30 September 2021, being the end of the last financial period for which interim financial statements of the Company have been published:

in October 2021, the Group entered into a forward funding agreement to redevelop a six-acre site in Golborne. The new warehouse will be 120,750 sq ft, and the total cost will be £13.3 million. The target net initial yield (NIY) is 6.2 per cent.;
in October 2021, the Group acquired a 121,078 sq ft vacant property near Andover. The cost was £11.95 million, at a NIY of 5.8 per cent.;
in November 2021, the Group acquired a 239,867 sq ft warehouse near Spennymoor, Durham. The property was purchased for £8.65 million, at a NIY of 8.19 per cent.;
in November 2021, the Group acquired a 137,962 sq ft warehouse in Driffield. The property was purchased for £8.35 million, at a NIY of 6.44 per cent.; and
in November the Group acquired a 27,366 sq ft property in Ashton-in-Makerfield, Wigan. The property was purchased for £2.65 million, at a NIY of 5.0 per cent.

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14 LIQUIDITY

As at 30 September 2021, the Company had two term loan facilities totalling £199 million (fully drawn) and its cash balance was £90.7 million. In addition to funding the Group's operating requirements for working capital, these funds have been used to acquire income producing assets and have been allocated to forward fund development projects.

The Group, therefore, has sufficient funds to fulfil its current commitments and is in the process of drawing down additional debt secured against recent property acquisitions as well as extending its facilities against excess capacity within existing security packages. This is expected to increase the Company's existing debt by approximately £69 million in the near term. The net proceeds of the Initial Issue and any Subsequent Placing and any additional undrawn debt facilities will be used to fund further acquisitions from the Company's identified pipeline.

15 LITIGATION

There have been no governmental, legal or arbitration proceedings, and the Company is not aware of any governmental, legal or arbitration proceedings pending or threatened, nor of any such proceedings having been pending or threatened at any time preceding the date of this document which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Company and/or the Group during the 12 months preceding the date of this document.

16 INVESTMENT OBJECTIVE AND INVESTING POLICY

The current investment objective and investing policy of the Company is set out below. From Admission, the investment objective and investment policy set out at paragraph 3 of Part 6 (The Company) of this document will apply to the Company.

Investment objective

The Investment Objective is to deliver investment returns through income, with regular dividends providing Shareholders with a sustainable income stream that will grow over the medium term, and some targeted capital growth which the Company believes will enhance Shareholders' total return over the long term.

Investing policy

The Company will invest in assets that comprise an interest in freehold or leasehold property (other than by way of security), which meet the following criteria:

UK industrial or logistics properties (typically single let);
modern (typically post-1980) constructions; and
representing average lot value across the portfolio at acquisition of less than £10 million (increased by RPI from Admission).

In addition, the Company will seek to invest in properties that have good underlying features in established logistics regions, such as the Midlands' "Golden Triangle", including:

the opportunity for rental growth and out-performance;
strong tenant financial covenant;
lease terms focusing on duration and rental growth; and
positive geographical characteristics, including age and repair, location, building quality, site cover, transportation links, workforce availability and internal operational efficiencies.

The Company may acquire properties directly or through holdings in SPVs and properties may be held through limited partnerships, trusts or other vehicles with third party co-investors.

The Company may invest up to 10 per cent. of its Net Asset Value (at the time of investment) in properties requiring re-development (such as extending, reconfiguring and refurbishing existing assets), with the intention of holding any completed development as an investment. Investments will not be undertaken speculatively, although the Company may take options over adjacent land/property.

Borrowing and gearing policy

The Company will seek to use gearing to enhance returns over the long-term and, in addition, will seek to fix its borrowing rates. Gearing, represented by borrowings (but excluding, for the avoidance of doubt, any Preference Shares) as a percentage of gross assets, will not exceed 57.5 per cent. at the time of investment. It is the Directors' current intention to target gearing of 45 per cent. of Gross Asset Value in the medium term and to comply with the REIT condition relating to the ratio between the Group's 'property profits' and 'property finance costs'.

Use of derivatives

The Company may invest through derivatives for efficient portfolio management. In particular, the Company may engage in interest rate hedging or similar instruments to mitigate the risk of interest rate increases.

Investment restrictions

The Company will invest and manage its assets with an objective of spreading risk through the following investment restrictions:

the Company will derive its rental income from a portfolio of not less than three properties;
other than any investment properties requiring re-development, the Company will not invest in assets which are unoccupied or not producing income at the time of acquisition unless part of or less than, 10 per cent. of the Gross Asset Value;
at least 90 per cent. by value of the properties directly or indirectly owned by the Company shall be in the form of freehold or long leasehold (over 60 years remaining at the time of acquisition) properties or the equivalent; and
the Company will not invest in closed-ended investment companies.

No material change will be made to the Investment Objective or the Investing Policy without the approval of Shareholders by ordinary resolution at any general meeting, which will also be notified by a RIS announcement.

17 INTERMEDIARIES

The Intermediaries authorised as at the date of this document to use this document are:

Interactive Investor Services Limited; and
PrimaryBid Ltd.

Any new information with respect to the Intermediaries which is unknown at the time of publication of this document including in respect of any Intermediary that is appointed by the Company in connection with the Intermediaries Offer after the date of this document following its agreement to adhere to and be bound by the Intermediaries Terms and Conditions, and any Intermediary that ceases to participate in the Intermediaries Offer, will be made available (subject to certain restrictions) at the Company's website (www.urbanlogisticsreit.com).

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18 GENERAL

18.1 Where third party information has been referenced in this document, the source of that third party information has been disclosed. All information in this document that has been sourced from third parties has been accurately reproduced and, as far as the Company is aware and able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

18.2 The auditors of the Company are RSM UK Audit LLP of 25 Farringdon Street, London EC4A 4AB. RSM UK Audit LLP is a member firm of the Institute of Chartered Accountants in Scotland. RSM UK Audit LLP audited the Annual Report and Accounts of the Company for the financial year ended 31 March 2021.

18.3 In the third quarter of the year ended 31 March 2021, the Audit Committee conducted a formal and competitive external audit tender process. This was undertaken as, due to the Company's increased market capitalisation, the Company qualifies as an Other Entity of Public Interest ("OEPI") for audit regulatory purposes. As announced to the market on 15 February 2021, Nexia Smith & Williamson ("NSW") of 25 Moorgate, London EC2R 6AY resigned as the Company's auditor with effect from that date, as NSW do not audit listed OEPIs. Upon resignation NSW confirmed that there were no matters which it wished to bring to the attention of the Board or Shareholders. NSW is a member firm of the Institute of Chartered Accountants in England and Wales. NSW audited the Annual Report and Accounts of the Company for the financial years ended 31 March 2020 and 31 March 2019.

18.4 Each of Singer, Panmure Gordon, Alvarium and Kinmont have given and not withdrawn their consent to the inclusion in this document of references to their names in the form and context in which they appear.

18.5 PCP2 Limited, whose registered office is located at 124 Sloane Street, London, England, SW1X 9BW (telephone number +44 (0)20 3970 3100), acts as the investment manager of the Company. The Manager in England and Wales as a private limited company on 13 July 2021 under the Companies Act 2006 (registration number 12736826). The Manager is an FCA authorised and regulated fund manager under FSMA with reference number 451191. The Manager has been entered onto the UK register of UK AIFMs as a 'full-scope UK AIFM'. The Manager has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear. The Manager Sections are included in this document with the consent of the Manager being the entity authorising the contents of the Manager Sections for the purposes of this document.

18.6 INDOS Financial Limited, whose registered office is located at The Scalpel, 18th Floor, 52 Lime Street, London, England, EC3M 7AF (telephone number +44 (0)20 3876 2220), acts as the Company's depository. The Depositary was incorporated in England and Wales as a private limited company on 16 October 2012 under the Companies Act 2006 (registration number 08255973). The Depositary maintains its registered office and place of central administration in the United Kingdom. The Depositary is authorised and regulated by the FCA. The Depositary is not involved, directly or indirectly, with the business affairs, organisation, sponsorship or management of the Company and is not responsible for the preparation of this document and accepts no responsibility for any information contained in this document. The Depositary will not hold the Company's investment assets in custody. The Depositary's asset ownership and verification duties with respect to non-custodial assets of the Company apply on a look-through basis to underlying assets held by financial or legal structures established by the Company. The Depositary has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear.

18.7 CBRE Limited has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which it appears and has authorised the contents of CBRE's Valuation Report for the purposes of Prospectus Regulation Rule 5.3.2(2)(f). CBRE accepts responsibility for the Valuation Report and the Valuation Report is included in the Prospectus with the consent of CBRE. CBRE Limited was incorporated in England and Wales as a private limited company on 27 March 1998 under the Companies Act 1985 (registration number 3536032). CBRE's registered office is situated at St Martin's Court, 10 Paternoster Square, London EC4M 7HP (telephone number +44 (0)207 182 2000).

18.8 The Company confirms that no material change has occurred to its portfolio since the date the portfolio was valued for the purposes of the Valuation Report.

18.9 The assets of the Group are held and controlled by the Group directly and no assets are held in third party custody arrangements.

19 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available (i) for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) for the life of this document, and (ii) on the Company's website (www.urbanlogisticsreit.com):

19.1 the Memorandum and Articles of the Company;
19.2 the Historical Financial Information;
19.3 the Valuation Report; and
19.4 this document.

Dated: 15 November 2021

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Part 15

Terms and Conditions of the Initial Placing and the Placing Programme

1 INTRODUCTION

1.1 Each Placee which confirms its agreement (whether orally or in writing) to Singer and/or Panmure Gordon and/or Alvarium to subscribe for Shares under the Initial Placing or any Subsequent Placing will be bound by these terms and conditions and will be deemed to have accepted them.

1.2 Singer and/or Panmure Gordon and/or Alvarium may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and may require any such Placee to execute a separate placing letter (a “Placing Letter”).

2 AGREEMENT TO SUBSCRIBE FOR SHARES

2.1 Conditional on, amongst other things: (i) in respect of the Initial Placing only, Initial Admission occurring and becoming effective on or before 8.00 a.m. on 7 December 2021 (or such later time and/or date, not being later than 8.00 a.m. on 31 December 2021, as agreed by the Company, the Manager, Singer, Panmure Gordon and Alvarium); (ii) in respect of a Subsequent Placing only, Admission of the Shares issued pursuant to the relevant Subsequent Placing occurring and becoming effective by 8.00 a.m. on or prior to the date agreed by the Company, the Manager, Singer, Panmure Gordon and Alvarium in respect of that Subsequent Placing, not being later than 14 November 2022; (iii) the Placing and Offer Agreement becoming otherwise unconditional in all respects in respect of the Initial Placing or the relevant Subsequent Placing, as applicable, and not having been terminated on or before the date of the Initial Placing or the relevant Subsequent Placing; and (iv) Singer and/or Panmure Gordon and/or Alvarium confirming to the Placees their allocation of Shares, a Placee agrees to become a Shareholder of the Company and agrees to subscribe for those Shares allocated to it by Singer and/or Panmure Gordon and/or Alvarium at the Issue Price or applicable Placing Programme Price (as the case may be). To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

2.2 Applications under the Initial Placing and any Subsequent Placing must be for Shares with a minimum subscription amount of £1,000 (rounded down to the nearest number of Shares) and thereafter in multiples of £100 (rounded down to the nearest number of Shares).

2.3 Any commitment to acquire Shares under the Initial Placing and/or any Subsequent Placing agreed orally or in writing (including by email) with Singer and/or Panmure Gordon and/or Alvarium, as agent for the Company, will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company, Singer, Panmure Gordon and Alvarium, to subscribe for the number of Shares allocated to it and comprising its Placing Commitment at the Issue Price or the applicable Placing Programme Price (as the case may be) on the terms and subject to the conditions set out in this Part 15 (Terms and Conditions of the Initial Placing and the Placing Programme) and the contract note or oral or email placing confirmation as applicable (for the purpose of this Part 15 (Terms and Conditions of the Initial Placing and the Placing Programme), the “Contract Note” or the “Placing Confirmation”) and in accordance with the Articles. Except with the consent of Singer and/or Panmure Gordon and/or Alvarium, such oral or written commitment will not be capable of variation or revocation after the time at which it is made.

2.4 Each Placee’s allocation of Shares under the Initial Placing and/or any Subsequent Placing will be evidenced by a Contract Note or Placing Confirmation confirming: (i) the number of Shares that such Placee has agreed to acquire; (ii) the aggregate amount that such Placee will be required to pay for such Shares; and (iii) settlement instructions to pay Singer or Panmure Gordon or Alvarium (as appropriate), as agent for the Company. The provisions as set out in this Part 15 (Terms and Conditions of the Initial Placing and the Placing Programme) will be deemed to be incorporated into that Contract Note or Placing Confirmation.

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2.5 If Initial Issue does not occur the Initial Placing will lapse and all proceeds will be returned to Placees without interest and at the Placee's risk.

3 PAYMENT FOR SHARES

3.1 Each Placee undertakes to pay the Issue Price or Placing Programme Price (as the case may be) for the Shares issued to the Placee in the manner and by the time directed by Singer and/or Panmure Gordon and/or Alvarium. In the event of any failure by any Placee to pay as so directed and/or by the time required by Singer and/or Panmure Gordon and/or Alvarium, the relevant Placee's application for Shares may, at the discretion of Singer and/or Panmure Gordon and/or Alvarium, either be accepted or rejected and, in the former case, paragraph 3.2 below shall apply.

3.2 Each Placee is deemed to agree that if it does not comply with its obligation to pay the relevant Issue Price or Placing Programme Price (as the case may be) for the Shares allocated to it in accordance with paragraph 3.1 of these terms and conditions and any of Singer and/or Panmure Gordon and/or Alvarium elects to accept that Placee's application, any of Singer and/or Panmure Gordon and/or Alvarium may sell all or any of the Shares allocated to the Placee on such Placee's behalf and retain from the proceeds an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such Shares on such Placee's behalf.

3.3 Settlement of transactions in the Shares following Initial Admission will take place in CREST but Singer, Panmure Gordon and Alvarium reserves the right in their absolute discretion to require settlement in certificated form if, in their respective opinion, delivery or settlement is not possible or practicable within the CREST system within the timescales previously notified to the Placee (whether orally, in the Contract Note, Placing Confirmation or otherwise) or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

4 REPRESENTATIONS AND WARRANTIES

By agreeing to subscribe for Shares under the Initial Placing or a Subsequent Placing, each Placee which enters into a commitment to subscribe for Shares will (for itself and for any person(s) procured by it to subscribe for Shares and any nominee(s) for any such person(s)) be deemed to undertake, represent and warrant to each of the Company, the Manager, Singer, Panmure Gordon, Alvarium and the Registrar that:

4.1 in agreeing to subscribe for Shares under the Initial Placing or a Subsequent Placing, it is relying solely on this document and any supplementary prospectus issued by the Company prior to Initial Admission or any Admission of the relevant Shares issued pursuant to any Subsequent Placing and not on any other information given, or representation or statement made at any time by any person concerning the Company, the Shares, the Initial Placing or any Subsequent Placing, including without limitation, the Key Information Document(s). It agrees that none of the Company, the Manager, Singer, Panmure Gordon, Alvarium or the Registrar, nor any of their respective officers, agents, employees or affiliates, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

4.2 if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Shares under the Initial Placing or a Subsequent Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any such territory or jurisdiction and that it has not taken any action or omitted to take any action which will result in the Company, the Manager, Singer, Panmure Gordon, Alvarium or the Registrar or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Initial Placing and/or Subsequent Placing;

4.3 it has carefully read and understands this document in its entirety and acknowledges that it is acquiring Shares on the terms and subject to the conditions set out in this Part 15 (Terms and Conditions of the Initial Placing and the Placing Programme) and, as applicable, in the Contract Note

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or Placing Confirmation and the Articles as in force at the date of Initial Admission or the date of Admission in relation to the relevant Subsequent Placing (as the case may be);

4.4 the price payable per Share is payable to Singer, Panmure Gordon, Alvarium or the Registrar on behalf of the Company in accordance with the terms of these terms and conditions and in the Contract Note or Placing Confirmation;

4.5 it has the funds available to pay in full for the Shares for which it has agreed to subscribe and it will pay the total subscription amount in accordance with the terms set out in these terms and conditions and as set out in the Contract Note or Placing Confirmation on the due time and date;

4.6 it has not relied on Singer, Panmure Gordon or Alvarium or any person affiliated with any of them in connection with any investigation of the accuracy of any information contained in this document;

4.7 it acknowledges that the content of this document and any supplementary prospectus issued by the Company prior to Initial Admission or any Admission of the relevant Shares issued pursuant to any Subsequent Placing is exclusively the responsibility of the Company, the Directors and the Manager, and none of Singer, Panmure Gordon and Alvarium nor any person acting on any of their behalf nor any of their respective Affiliates are responsible for or shall have any liability for any information, representation or statement contained in this document or such supplementary prospectus or any information published by or on behalf of the Company and will not be liable for any decision by a Placee to participate in the Initial Placing or any Subsequent Placing based on any information, representation or statement contained in this document, such supplementary prospectus or otherwise;

4.8 it acknowledges that no person is authorised in connection with the Initial Placing or any Subsequent Placing to give any information or make any representation other than as contained in this document and any supplementary prospectus issued by the Company prior to Initial Admission or any Admission of the relevant Shares issued pursuant to any Subsequent Placing and, if given or made, any information or representation must not be relied upon as having been authorised by Singer, Panmure Gordon, Alvarium, the Company or the Manager;

4.9 it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

4.10 its allocation of Shares under the Initial Placing or any Subsequent Placing will be evidenced by a Contract Note or Placing Confirmation, as applicable, confirming: (i) the number of Shares that such Placee has agreed to acquire; (ii) the aggregate amount that such Placee will be required to pay for such Shares; and (iii) the settlement instructions to pay Singer and/or Panmure Gordon and/or Alvarium as agent for the Company. The terms of this Part 15 (Terms and Conditions of the Initial Placing and the Placing Programme) will be deemed to be incorporated into that Contract Note or Placing Confirmation;

4.11 settlement of transactions in the Shares following Initial Admission or any of the relevant Shares issued pursuant to any Subsequent Placing (as the case may be) will take place in CREST but Singer, Panmure Gordon and Alvarium reserve the right in their absolute discretion to require settlement in certificated form if, in any of their opinion, delivery or settlement is not possible or practicable within the CREST system within the timescales previously notified to the Placee (whether orally, in the Contract Note or Placing Confirmation, in the Placing Letter or otherwise) or would not be consistent with the regulatory requirements in any Placee's jurisdiction;

4.12 it accepts that none of the Shares have been or will be registered under the securities laws, or with any securities regulatory authority of, the United States, Australia, Canada, the Republic of South Africa or Japan (each a "Restricted Jurisdiction"). Accordingly, the Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Restricted Jurisdiction unless an exemption from any registration requirement is available;

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4.13 if it is within the United Kingdom, it is (a) a person who falls within: (i) Articles 49(2)(A) to (D) or (ii) Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the "Order") or is a person to whom the Shares may otherwise lawfully be offered under such Order, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Shares may be lawfully offered under that other jurisdiction's laws and regulations, (b) a qualified investor (as such term is defined in Article 2(e) of the Prospectus Regulation), and (c) a person to whom the Shares may lawfully be marketed under the UK AIFM Regime;

4.14 if it is resident in a Relevant State, it is, (a) a qualified investor within the meaning of Article 2(e) of the EU Prospectus Regulation, and (b) it is a person to whom the Shares may lawfully be marketed under the EU AIFM Directive or under the applicable implementing legislation (if any) of such Relevant State;

4.15 if it is a professional investor (as such term is given meaning in the EU AIFM Directive) resident, domiciled in, or with a registered office in the EEA, it confirms that the Shares have only been promoted, offered, placed or otherwise marketed to it, and the subscription will be made from, (a) a country outside the EEA; (b) a country in the EEA that has not transposed the EU AIFM Directive as at the date of the Placee's commitment to subscribe is made; or (c) a country in the EEA in respect of which the Manager has confirmed that it has made a relevant national private placement regime notification and is lawfully able to market Shares into that EEA county;

4.16 in the case of any Shares acquired by an investor as a financial intermediary as that term is used in Article 5(2) of the Prospectus Regulation or the EU Prospectus Regulation (as the case may be), (i) the Shares acquired by it in the Initial Placing or the relevant Subsequent Placing 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 State other than qualified investors, as that term is defined in the Prospectus Regulation or the EU Prospectus Regulation (as the case may be), or in circumstances in which the prior consent of Singer and/or Panmure Gordon and/or Alvarium has been given to the offer or resale; or (ii) where Shares have been acquired by it on behalf of persons in any Relevant State other than qualified investors, the offer of those Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

4.17 it: (i) is entitled to subscribe for the Shares under the laws of all relevant jurisdictions; (ii) has fully observed the laws of all relevant jurisdictions; (iii) has the requisite capacity and authority and is entitled to enter into and perform its obligations as a subscriber for Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

4.18 it has not been engaged to acquire Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;

4.19 if it is outside the United Kingdom, neither this document nor any other offering, marketing or other material in connection with the Initial Placing and/or any Subsequent Placing (for the purposes of this Part 15 (Terms and Conditions of the Initial Placing and the Placing Programme), each a "Placing Document") constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Shares pursuant to the Initial Placing or any Subsequent Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

4.20 it does not have a registered address in, and is not a citizen, resident or national of a Restricted Jurisdiction or any jurisdiction in which it is unlawful to make or accept an offer of the Shares and it is not acting on a non-discretionary basis for any such person;

4.21 if the investor is a natural person, such investor is not under the age of majority (18 years of age in the United Kingdom) on the date of such investor's agreement to subscribe for Shares under the Initial Placing or relevant Subsequent Placing (as the case may be);

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4.22 it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and acknowledges and agrees that no Placing Document is being issued by Singer, Panmure Gordon or Alvarium in their capacity as authorised persons under section 21 of FSMA and such documents may not therefore be subject to the controls which would apply if they were made or approved a financial promotion by an authorised person;

4.23 it is aware of and acknowledges that it is required to comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Shares in, from or otherwise involving, the United Kingdom;

4.24 it is aware of the provisions of the Criminal Justice Act 1993 regarding insider dealing, the Market Abuse Regulation and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with any obligations imposed by such statutes;

4.25 unless it is otherwise expressly agreed with the Company, Singer, Panmure Gordon and Alvarium in the terms of the Initial Placing or any Subsequent Placing, it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this document or any other Placing Document to any persons within the United States, nor will it do any of the foregoing;

4.26 it represents, acknowledges and agrees to the representations, warranties and agreements as set out under the heading "United States Purchase and Transfer Restrictions" in paragraph 5 below;

4.27 no action has been taken or will be taken in any jurisdiction other than the United Kingdom that would permit a public offering of the Shares or possession of this document (and any supplementary prospectus issued by the Company), in any country or jurisdiction where action for that purpose is required;

4.28 it acknowledges that none of Singer, Panmure Gordon nor Alvarium nor any of their respective affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Initial Placing or any Subsequent Placing or providing any advice in relation to the Initial Placing or any Subsequent Placing and participation in the Initial Placing or any Subsequent Placing is on the basis that it is not and will not be a client of Singer, Panmure Gordon or Alvarium and that Singer, Panmure Gordon and Alvarium have no duties or responsibilities to it for providing the protections afforded to their respective clients or for providing advice in relation to the Initial Placing or any Subsequent Placing (as applicable);

4.29 save in the event of fraud on the part of Singer, Panmure Gordon or Alvarium, none of Singer, Panmure Gordon nor Alvarium, their respective ultimate holding companies nor any direct or indirect subsidiary undertaking of such holding company, nor any of their respective directors, members, partners, officers and employees, shall be responsible or liable to a Placee or any of its clients for any matter arising out of their respective roles as sponsor, joint financial adviser or joint bookrunner (as appropriate) or otherwise in connection with the Initial Placing or any Subsequent Placing and that where any such responsibility or liability nevertheless arises as a matter of law the Placee and, if relevant, its clients, will immediately waive any claim against any of such persons which the Placee or any of its clients may have in respect thereof;

4.30 it acknowledges that where it is subscribing for Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this document; and (iii) to receive on behalf of each such account any documentation relating to the Initial Placing or relevant Subsequent Placing (as applicable) in the form provided by the Company and/or Singer and/or Panmure Gordon and/or Alvarium (as the case may be). It agrees that the provision of this paragraph shall survive any resale of the Shares by or on behalf of any such account;

4.31 it irrevocably appoints any Director and any director of Singer, Panmure Gordon and Alvarium to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any

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documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Shares for which it has given a commitment under the Initial Placing or any Subsequent Placing (as applicable), in the event of its own failure to do so;

4.32 it accepts that if the Initial Placing or relevant Subsequent Placing does not proceed or the relevant conditions to the Placing and Offer Agreement are not satisfied as regards the relevant placing or the Shares for which valid applications are received and accepted are not admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market for any reason whatsoever, then none of Singer, Panmure Gordon, Alvarium, the Company or the Manager, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

4.33 in connection with its participation in the Initial Placing or relevant Subsequent Placing (as appropriate) it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations; or (ii) subject to the Money Laundering Directive on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

4.34 it acknowledges that due to anti-money laundering requirements, Singer, Panmure Gordon, Alvarium, the Manager, the Registrar and/or the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Singer, Panmure Gordon, Alvarium and/or the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify Singer, Panmure Gordon, Alvarium and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been requested has not been provided by it in a timely manner;

4.35 that it is aware of, has complied with and will at all times comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002;

4.36 if it is acting as a "distributor" (for the purposes of Product Governance Requirements):

(a) it acknowledges that the Target Market Assessment undertaken by the Manager, Singer, Panmure Gordon and Alvarium does not constitute: (i) an assessment of suitability or appropriateness for the purposes of MiFID II; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares and each distributor is responsible for undertaking its own Target Market Assessment in respect of the Shares and determining appropriate distribution channels;

(b) notwithstanding any Target Market Assessment undertaken by the Manager, Singer, Panmure Gordon and Alvarium, it confirms that, other than where it is providing an execution-only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Shares and that it has considered the compatibility of the risk/reward profile of such Shares with the end target market; and

(c) it acknowledges that the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom;

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4.37 Singer, Panmure Gordon, Alvarium, the Manager and the Company are entitled to exercise any of their rights under the Placing and Offer Agreement or any other right in their absolute discretion without any liability whatsoever to it;

4.38 the representations, undertakings and warranties contained in this document are irrevocable. It acknowledges that Singer, Panmure Gordon, Alvarium, the Company, the Manager and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of Shares are no longer accurate, it shall promptly notify Singer, Panmure Gordon, Alvarium and the Company;

4.39 where it or any person acting on behalf of it is dealing with Singer, Panmure Gordon and/or Alvarium, any money held in an account with any of them on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Singer, Panmure Gordon or Alvarium to segregate such money, as that money will be held by Singer, Panmure Gordon and/or Alvarium (as appropriate) under a banking relationship and not as trustee;

4.40 any of its clients, whether or not identified to Singer, Panmure Gordon and/or Alvarium, will remain its sole responsibility and will not become clients of Singer, Panmure Gordon or Alvarium for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

4.41 it accepts that the allocation of Shares shall be determined by the Company (after consulting Singer, Panmure Gordon and Alvarium) and that they may scale down the Initial Placing or any Subsequent Placing commitments for this purpose on such basis as they may determine;

4.42 time shall be of the essence as regards its obligations to settle payment for the Shares and to comply with its other obligations under the Initial Placing or relevant Subsequent Placing (as applicable);

4.43 it authorises Singer, Panmure Gordon and/or Alvarium to deduct from the total amount subscribed under the Initial Placing or relevant Subsequent Placing (as applicable) the aggregate commission (if any) payable on the number of Shares allocated under the Initial Placing or relevant Subsequent Placing;

4.44 in the event that a supplementary prospectus is required to be produced pursuant to section 87G FSMA and Article 23 of the Prospectus Regulation, and in the event that it chooses to exercise any right of withdrawal pursuant to Article 23(2) of the Prospectus Regulation or otherwise, such Placee will immediately re-subscribe for the Ordinary Shares previously comprising its placing commitment;

4.45 the commitment to subscribe for Shares on the terms set out in these terms and conditions will continue notwithstanding any amendment that may in the future be made to the terms of the Initial Placing or any Subsequent Placing and that it will have no right to be consulted or require that its consent be obtained with respect to the Company's or Singer or Panmure Gordon or Alvarium or the Registrar's conduct of the Initial Placing and/or any Subsequent Placing;

4.46 it is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

4.47 its Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Shares into a clearance service. None of Singer, Panmure Gordon, Alvarium, the Company, their respective affiliates nor any person acting on its or their behalf will be liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes) ("Transfer Taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Shares) or (ii) on a sale of Shares, or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the placing as an agent or nominee) the allocation, allotment, issue or delivery of Shares has given rise to such Transfer Taxes undertakes to pay such Transfer Taxes (including any interest, fines and penalties relating thereto) forthwith, and agrees to indemnify on an after-tax basis and hold Singer, Panmure Gordon, Alvarium and the Company (as the case

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may be) and their respective affiliates and any person acting on its or their behalf harmless from any such Transfer Taxes, and all interest, fines or penalties in relation to such Transfer Taxes. It will, therefore, take its own advice as to whether any such Transfer Tax liability arises.

5 PURCHASE AND TRANSFER RESTRICTIONS

By participating in the Initial Placing or the relevant Subsequent Placing (as applicable), each Placee acknowledges and agrees that it will (for itself and any person(s) procured by it to subscribe for Shares and any nominee(s) for any such person(s)) be further deemed to represent and warrant to each of the Company, the Manager, Singer, Panmure Gordon, Alvarium and the Registrar that:

5.1 either (x), it is not located within the United States, is acquiring the Shares in an offshore transaction meeting the requirements of Regulation S or (y) it is a "QIB" (as defined in Rule 144A under the U.S. Securities Act) and is acquiring the Shares for its own account or for the account of one or more "QIB" for which it is acting as a duly authorised agent or for a discretionary account with respect to which it exercises sole investment discretion and not with a view to any resale, distribution or other disposition of any such securities in violation of any U.S. federal or state securities laws;

5.2 it acknowledges that the Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act;

5.3 it acknowledges that the Company has not registered under the U.S. Investment Company Act;

5.4 unless the Company expressly consents in writing otherwise, no portion of the assets used to purchase, and no portion of the assets used to hold, the Shares or any beneficial interest therein constitutes or will constitute the assets of: (i) an "employee benefit plan" as defined in section 3(3) of ERISA that is subject to Part 4 of subtitle B of fiduciary responsibility or prohibited transaction Title I of ERISA; (ii) a "plan" as defined in section 4975 of the U.S. Tax Code, including an individual retirement account, that is subject to section 4975 of the U.S. Tax Code; or (iii) an entity whose underlying assets include the assets of any such "employee benefit plan" or "plans" by reason of ERISA or the U.S. Department of Labor Regulations, 29 C.F.R. 2510.3-101, as and to the extent modified by section 3(42) of ERISA (the "Plan Assets Regulation"), or otherwise (including certain insurance company general accounts) for the purposes of section 4.6 of ERISA or section 4975 of the U.S. Tax Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or section 4975 of the U.S. Tax Code, its purchase, holding, and disposition of the Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

5.5 if in the future the investor decides to offer, sell, transfer, assign or otherwise dispose of the Shares, it will do so only in compliance with an exemption from the registration requirements of the U.S. Securities Act and under circumstances which: (a) will not require the Company to register under the U.S. Investment Company Act; and (b) will not result in the assets of the Company constituting "plan assets" within the meaning of ERISA or the Plan Assets Regulation;

5.6 if it is a person described in paragraph 5.1(y) above and, if in the future it decides to offer, resell, pledge or otherwise transfer any of the Shares, it understands and acknowledges that the Shares are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and such Shares may not be offered, resold, pledged or otherwise transferred except: (i) to a person that it 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, or another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, (ii) in an "offshore transaction" in accordance with Regulation S, (iii) pursuant to an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder (if available) or (iv) pursuant to an effective registration statement under the U.S. Securities Act and, in each case, in accordance with any applicable securities laws of any state of the United States. It further (i) understands that the Shares may not be deposited into any unrestricted depositary receipt facility in respect of the Shares established or maintained by a depositary bank so long as such Shares are "restricted securities"

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within the meaning of Rule 144(a)(3) under the Securities Act, (ii) acknowledges that the 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 U.S. Securities Act and that no representation is made as to the availability of the exemption provided by Rule 144 for resales of the Shares and (iii) understands that the Company may not recognise any offer, sale, resale, pledge or other transfer of the Shares made other than in compliance with the above-stated restrictions;

5.7 it is purchasing the Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable securities laws;

5.8 it acknowledges that the Company reserves the right to make inquiries of any holder of the Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that the holding of Shares by such person will not violate or require registration under the U.S. securities laws to transfer such Shares or interests in accordance with the Articles;

5.9 it acknowledges and understands that the Company is required to comply with the U.S. Foreign Account Tax Compliance Act (“FATCA”) and that the Company will follow FATCA’s extensive reporting and withholding requirements from their effective date. The Places agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA;

5.10 it is entitled to acquire the Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Manager, Singer, Panmure Gordon, Alvarium, or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with its acceptance of participation in the Initial Placing and/or any Subsequent Placing (as the case may be);

5.11 it has received, carefully read and understands this document, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this document or any other presentation or offering materials concerning the Shares to or within the United States, nor will it do any of the foregoing; and

5.12 if it is acquiring any Shares as a fiduciary or agent for one or more accounts, it has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account.

The Company, the Manager, Singer, Panmure Gordon, Alvarium and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements. If any of the representations, warranties, acknowledgments or agreements made by the investor are no longer accurate or have not been complied with, the investor must immediately notify the Company Singer, Panmure Gordon and Alvarium.

6 SUPPLY OF INFORMATION

If Singer, Panmure Gordon, Alvarium, the Registrar or the Company or any of their agents request any information about a Placee’s agreement to subscribe for Shares under the Initial Placing and/or Subsequent Placing, such Placee must promptly disclose it to them.

7 MONEY LAUNDERING

Each Placee acknowledges and agrees that:

7.1 in connection with its participation in the Initial Placing and/or the relevant Subsequent Placing (as the case may be) it has observed all relevant legislation and regulations, in particular (but without

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limitation) those relating to money laundering and terrorist financing (“Money Laundering Legislation”) and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations in force in the United Kingdom; or (ii) subject to the Money Laundering Directive; or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

7.2 due to anti-money laundering requirements, Singer, Panmure Gordon, Alvarium, the Registrar and the Company and/or their agents may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Singer, Panmure Gordon, Alvarium, the Company and/or their agents may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Singer, Panmure Gordon, Alvarium, the Company and/or their agents against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it or has not been provided on a timely basis.

8 DATA PROTECTION

8.1 Each Placee acknowledges that it has been informed that, pursuant to DP Legislation, the Company and/or the Registrar will, following Initial Admission, hold personal data (as defined in the DP Legislation) relating to past and present Shareholders. Personal data will be retained on record for a period exceeding six years after it is no longer used (subject to any limitations on retention periods set out in applicable law). The Registrar will process such personal data at all times in compliance with DP Legislation and shall only process for the purposes set out in the Company's privacy notice (the "Purposes") which is available for consultation on the Company's website at www.urbanlogisticsreit.com/privacy (the "Privacy Notice") which include to:

(a) process its personal data to the extent and in such manner as is necessary for the performance of its obligations under its respective service contracts, including as required by or in connection with the Placee's holding of Shares, including processing personal data in connection with credit and anti-money laundering checks on it;
(b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Shares;
(c) comply with the legal and regulatory obligations of the Company and/or the Registrar; and
(d) process its personal data for the Registrar's internal administration.

8.2 Where necessary to fulfil the Purposes, the Company will disclose personal data to:

(a) third parties located either within, or outside of, the United Kingdom and the EEA, if necessary for the Registrar to perform its functions, or when it is within its legitimate interests, and in particular in connection with the holding of Shares; or
(b) its affiliates, the Registrar or the Manager and their respective associates, some of which may be located outside of the United Kingdom and the EEA.

8.3 Any sharing of personal data between parties will be carried out in compliance with the DP Legislation and as set out in the Company's Privacy Notice.

8.4 By becoming registered as a holder of Shares a person becomes a data subject (as defined under DP Legislation). In providing the Registrar with information, the Placee hereby represents and warrants to the Company and the Registrar that: (i) it complies in all material aspects with its data controller obligations under DP Legislation and, in particular, it has notified any data subject of the Purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Company's Privacy Notice; and (ii) where consent is legally competent and/or required under DP Legislation the Placee has obtained the consent of any data subject to the Company and the Registrar and their respective affiliates and group companies, holding and using their personal data

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for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes).

8.5 Each Placee acknowledges that by submitting personal data to the Registrar (acting for and on behalf of the Company), where the Placee is a natural person, he or she has read and understood the terms of the Company's Privacy Notice.

8.6 Each Placee acknowledges that by submitting personal data to the Registrar (acting for and on behalf of the Company), where the Placee is not a natural person, it represents and warrants that:

(a) it has brought the Company's Privacy Notice to the attention of any underlying data subjects on whose behalf or account the Placee may act or whose personal data will be disclosed to the Company as a result of the Placee agreeing to subscribe for Shares under the Initial Placing or a Subsequent Placing; and

(b) the Placee has complied in all other respects with all applicable DP Legislation in respect of disclosure and provision of personal data to the Company.

8.7 Where the Placee acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Initial Placing or the relevant Subsequent Placing, as the case may be:

(a) comply with all applicable DP Legislation;

(b) take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data;

(c) if required, agree with the Company and the Registrar, the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and

(d) it shall immediately on demand, fully indemnify each of the Company, Singer, Panmure Gordon, Alvarium and the Registrar and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company and/or the Registrar in connection with any failure by the Placee to comply with the provisions set out above.

9 MISCELLANEOUS

9.1 The rights and remedies of the Company, the Manager, Singer, Panmure Gordon, Alvarium and the Registrar under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

9.2 On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally, his nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Initial Placing and/or any Subsequent Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.

9.3 Each Placee agrees to be bound by the Articles once the Shares, which the Placee has agreed to subscribe for pursuant to the Initial Placing and/or the relevant Subsequent Placing, have been acquired by the Placee. The contract to subscribe for Shares under the Initial Placing or relevant Subsequent Placing (as the case may be) and the appointments and authorities mentioned in this document and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Singer, Panmure Gordon, Alvarium, the Company, the Manager and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an

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inconvenient forum. This does not prevent an action being taken against the Placee in any other jurisdiction.

9.4 In the case of a joint agreement to subscribe for Shares under the Initial Placing or a Subsequent Placing, references to a Placee in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

9.5 The Company, the Manager, the Registrar, Singer, Panmure Gordon and Alvarium will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings and acknowledgements in these terms and conditions. Each Placee which confirms its agreement to Singer, Panmure Gordon and/or Alvarium to subscribe for Shares agrees to indemnify and hold each of the Company, the Manager, the Registrar, Singer, Panmure Gordon and Alvarium and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Part 15 (Terms and Conditions of the Initial Placing and the Placing Programme).

9.6 Singer, Panmure Gordon, Alvarium and the Company expressly reserve the right to modify the Initial Placing and/or any Subsequent Placing (including, without limitation, their timetable and settlement) at any time before allocations are determined. The Initial Placing and each Subsequent Placing is subject to the satisfaction of the conditions contained in the Placing and Offer Agreement and the Placing and Offer Agreement not having been terminated. Further details of the terms of the Placing and Offer Agreement are contained in paragraph 8.1 of Part 14 (General Information) of this document.

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Part 16

Terms and Conditions of Application under the Offer for Subscription

1 INTRODUCTION

1.1 Ordinary Shares are available under the Offer for Subscription at 170 pence per Ordinary Share.

1.2 Applications must be made on the Application Form attached at the end of this document or otherwise published by the Company.

1.3 If you have any queries, please contact the Receiving Agent on +44 (0)370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Issue nor give any financial, legal or tax advice.

2 EFFECT OF APPLICATION

3 OFFER TO ACQUIRE ORDINARY SHARES

By completing and delivering an Application Form to the Receiving Agent, you, as the applicant, and, if you sign the Application Form on behalf of another person or a corporation, that person or corporation:

3.1 offer to subscribe for such number of Ordinary Shares at 170 pence per Ordinary Share as may be purchased by the subscription amount specified in the box in section 1 on your Application Form (being a minimum of £1,000 rounded down to the nearest number of Ordinary Shares and thereafter in multiples of £100 rounded down to the nearest number of Ordinary Shares, or such smaller number for which such application is accepted) on the terms, and subject to the conditions, set out in this document, including these Terms and Conditions of Application and the Articles;

3.2 agree that, in consideration for the Company agreeing that it will not, prior to the date of Initial Admission, offer for subscription any Ordinary Shares to any person other than by means of the procedures referred to in this document, your application may not be revoked (subject to any legal right to withdraw your application which arises as a result of the publication of a supplementary prospectus prior to Initial Admission) and that this paragraph shall constitute a collateral contract between you and the Company which will become binding upon despatch by post to or, in the case of delivery by hand, on receipt by, the Receiving Agent of your Application Form;

3.3 undertake to pay the subscription amount specified in the box in section 1 on your Application Form in full on application and warrant that the remittance accompanying your Application Form will be honoured on first presentation and agree that if such remittance is not so honoured you will not be entitled to receive a share certificate for the Ordinary Shares applied for in certificated form or be entitled to commence dealing in Ordinary Shares applied for in uncertificated form or to enjoy or receive any rights in respect of such Ordinary Shares unless and until you make payment in cleared funds for such Ordinary Shares and such payment is accepted by the Receiving Agent (which acceptance shall be in its absolute discretion and on the basis that you indemnify the Receiving Agent, the Company, Singer, Panmure Gordon and Alvarium against all costs, damages, losses, expenses and liabilities arising out of, or in connection with, the failure of your remittance to be honoured on first presentation) and the Company may (without prejudice to any other rights it may have) avoid the agreement to allot the Ordinary Shares and may allot them to some other person, in which case you will not be entitled to any refund or payment in respect thereof (other than the refund

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by way of a cheque drawn on a branch of a UK clearing bank to the bank account name from which they were first received at your risk or direct to the account of the bank or building society on which the relevant cheque or banker's draft was drawn, for an amount equal to the proceeds of the remittance which accompanied your Application Form, without interest);

3.4 agree, that where on your Application Form a request is made for Ordinary Shares to be deposited into a CREST account (a "CREST Account"): (i) the Receiving Agent may in its absolute discretion amend the Application Form so that such Ordinary Shares may be issued in certificated form registered in the name(s) of the holder(s) specified in your Application Form (and recognise that the Receiving Agent will so amend the form if there is any delay in satisfying the identity of the applicant or the owner of the CREST Account or in receiving your remittance in cleared funds); and (ii) the Receiving Agent, the Company, Singer, Panmure Gordon or Alvarium may authorise your financial adviser or whoever he or she may direct to send a document of title for, or credit your CREST Account in respect of, the number of Ordinary Shares for which your application is accepted, and/or a crossed cheque for any monies returnable, by post at your risk to your address set out on your Application Form;

3.5 agree, in respect of applications for Ordinary Shares in certificated form (or where the Receiving Agent exercises its discretion pursuant to paragraph 3.4 above to issue Ordinary Shares in certificated form), that any share certificate to which you or, in the case of joint applicants, any of the persons specified by you in your Application Form may become entitled or pursuant to paragraph 3.4 above (and any monies returnable to you) may be retained by the Receiving Agent:

pending clearance of your remittance;
pending investigation of any suspected breach of the warranties contained in paragraphs 7.2, 7.6, 7.13, 7.14 or 7.15 below or any other suspected breach of these Terms and Conditions of Application; or
pending any verification of identity which is, or which the Receiving Agent considers may be, required for the purpose of the Money Laundering Regulations and any other regulations applicable thereto,

and any interest accruing on such retained monies shall accrue to and for the benefit of the Company;

3.6 agree, on the request of the Receiving Agent to disclose promptly in writing to it such information as the Receiving Agent may request in connection with your application and authorise the Receiving Agent to disclose any information relating to your application which it may consider appropriate;

3.7 agree that if evidence of identity satisfactory to the Receiving Agent is not provided to the Receiving Agent within a reasonable time (in the opinion of the Receiving Agent) following a request therefor, the Receiving Agent or the Company may terminate the agreement with you to allot Ordinary Shares and, in such case, the Ordinary Shares which would otherwise have been allotted to you may be re-allotted or sold to some other party and the lesser of your application monies or such proceeds of sale (as the case may be, with the proceeds of any gain derived from a sale accruing to the Company) will be returned by a cheque drawn on a branch of a UK clearing bank to the bank account name from which they were first received, at your risk and without interest of any proceeds of the payment accompanying the application at your risk or direct to the bank account of the bank or building society on which the relevant cheque or banker's draft was drawn;

3.8 acknowledge that the Key Information Document relating to the Ordinary Shares prepared by the Manager pursuant to the PRIIPs Regulation can be provided to you in paper or by means of a website, but that where you are applying under the Offer for Subscription directly and not through an adviser or other intermediary, unless requested in writing otherwise, the lodging of an Application Form represents your consent to being provided the Key Information Document via the Company's website (www.urbanlogisticsreit.com) or such other website as has been notified to you. Where your application is made on an advised basis or through another intermediary, the terms of your engagement should address the means by which such Key Information Document will be provided to you;

3.9 agree that you are not applying on behalf of a person engaged in money laundering;

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3.10 undertake to ensure that, in the case of an application signed by someone else on your behalf, the original of the relevant power of attorney (or a complete copy certified by a solicitor or notary) is enclosed with your Application Form together with full identity documents for the person so signing;

3.11 undertake to pay interest at the rate described in paragraph 4 below if the remittance accompanying your Application Form is not honoured on first presentation;

3.12 authorise the Receiving Agent to procure that there be sent to you definitive certificates in respect of the number of Ordinary Shares for which your application is accepted or if you have completed the relevant payment method box in section 1 on your Application Form, but subject to paragraph 3.4 above, to deliver the number of Ordinary Shares for which your application is accepted into CREST, and/or to return any monies returnable without payment of interest (at the applicant's risk) either as a cheque by first class post to the address completed in section 2 on the Application Form or return funds direct to the account of the bank or building society on which the relevant cheque or banker's draft was drawn;

3.13 confirm that you have read and complied with paragraph 9 below;

3.14 agree that all subscription payments received by the Receiving Agent will be processed through a bank account in the name of "CIS PLC RE: Urban Logistics REIT OFS A/C" opened by the Receiving Agent;

3.15 agree that your Application Form is addressed to the Receiving Agent;

3.16 agree that your application must be for a whole number of Ordinary Shares and the number of Ordinary Shares issued to you will be rounded down to the nearest whole number;

3.17 acknowledge that the offer to the public of Ordinary Shares is being made only in the United Kingdom, Jersey, Guernsey and the Isle of Man and represent that you are a United Kingdom, Jersey, Guernsey or Isle of Man resident (unless you are able to provide such evidence as the Company may, in its absolute discretion, require that you are entitled to apply for Ordinary Shares); and

3.18 agree that any application may be rejected in whole or in part at the sole discretion of the Company.

4 ACCEPTANCE OF YOUR OFFER

The basis of allocation will be determined by the Company in consultation with Singer, Panmure Gordon, Alvarium and the Manager. The right is reserved notwithstanding the basis as so determined to reject in whole or in part and/or scale back any application. The right is reserved to treat as valid any application not complying fully with these Terms and Conditions of Application or not in all respects completed or delivered in accordance with the instructions accompanying the Application Form. In particular, but without limitation, the Company may accept an application made otherwise than by completion of an Application Form where you have agreed with the Company in some other manner to apply in accordance with these Terms and Conditions of Application.

The Receiving Agent will present all cheques and banker's drafts for payment on receipt and will retain documents of title and surplus monies pending clearance of successful applicants' payments.

Payments must be in Sterling and paid by either cheque, bank transfer or DvP via CREST in accordance with this paragraph 4.

Fractions of Ordinary Shares will not be issued.

For applicants sending subscription monies by electronic bank transfer (CHAPS), payment must be made for value by no later than 11:00 a.m. on 2 December 2021.

Should you wish to apply for Ordinary Shares by DvP, you will need to input your instructions in favour of the Receiving Agent's Participant Account, 3RA12 by no later than 11:00 a.m. on 2 December 2021, allowing for the delivery and acceptance of your Ordinary Shares to your CREST account against payment

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of the Issue Price in Sterling through the CREST system upon the relevant settlement date, following the CREST matching criteria set out in the Application Form.

Except as provided below, payments may be made by cheque or banker's draft drawn on an account where the applicant has sole or joint-title to the funds and on an account at a branch of a bank or building society in the United Kingdom which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or that has arranged for its cheques or bankers' drafts to be cleared through the facilities provided for members of either of those companies. Such cheques or bankers' drafts must bear the appropriate sort code in the top right hand corner. Cheques, which must be drawn on the personal account of an individual applicant where they have sole or joint title to the funds, must be made payable to "CIS PLC RE: Urban Logistics REIT OFS A/C". Third party cheques may not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping/endorsing the cheque or banker's draft to that effect or have provided a supporting letter confirming the source of funds. The account name should be the same as that shown on the Application Form.

For applicants sending subscription monies by electronic bank transfer (CHAPS), payment must be made for value by no later than 11.00 a.m. on 2 December 2021. Applicants should contact Computershare at [email protected] or by telephone at 0370 707 4040. Computershare will provide bank details and a unique reference number to be used when making the payment. Applicants must ensure that they remit sufficient funds to cover any charges incurred by their bank.

The account name for any electronic payment should be in the name that is given on your Application Form and payments must relate solely to your Application. It is recommended that such transfers are actioned within 24 hours of posting your application and be received by no later than 11.00 a.m. on 2 December 2021.

In some cases, as determined by the amount of your investment, the Receiving Agent may need to ask you to submit additional documentation in order to verify your identity and/or the source of funds for the purpose of satisfying its anti-money laundering obligations. If additional document is required in relation to your application, the Receiving Agent will contact you to request the information needed. The Receiving Agent cannot rely on verification provided by any third party including financial intermediaries. Ordinary Shares cannot be allotted if the Receiving Agent has not received satisfactory evidence and/or the source of funds, and failure to provide such evidence may result in a delay in processing your Application or your application being rejected.

Applicants choosing to settle via CREST, that is DVP, will need to input their instructions in favour of the Receiving Agent's Participant Account, 3RA12, by no later than 11.00 a.m. on 2 December 2021, allowing for the delivery and acceptance of the Ordinary Shares to be made against payment of the Issue Price per Ordinary Share, following the CREST matching criteria set out in the Application Form.

5 CONDITIONS

The contracts created by the acceptance of applications (in whole or in part) under the Offer for Subscription will be conditional upon:

Initial Admission occurring by 8.00 a.m. (London time) on 7 December 2021 or such later time or date as the Company, Singer, Panmure Gordon, Alvarium and the Manager may agree (being not later than 8.00 a.m. on 31 December 2021); and
the Placing Agreement becoming otherwise unconditional (save as to Initial Admission) and not being terminated in accordance with its terms at any time before Initial Admission.

You will not be entitled to exercise any remedy of rescission for innocent misrepresentation (including pre-contractual representations) at any time after acceptance. This does not affect any other right you may have.

6 RETURN OF APPLICATION MONIES

Where application monies have been banked and/or received, if any application is not accepted in whole, or is accepted in part only, or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance of the amount paid on application will be returned

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without interest (at the applicant's risk) either by first class post as a cheque to the address set out on the Application Form or returned direct to the account of the bank or building society on which the relevant cheque or banker's draft was drawn. In the meantime, application monies will be retained by the Receiving Agent in a separate account.

7 WARRANTIES

By completing an Application Form, you:

7.1 undertake and warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person and that such other person will be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in these Terms and Conditions of Application and undertake to enclose your power of attorney or other authority or a complete copy thereof duly certified by a solicitor or notary;

7.2 warrant, if the laws of any territory or jurisdiction outside the UK, Jersey, Guernsey or Isle of Man are applicable to your application, that you have complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action or omitted to take any action which will result in the Company, the Manager, Singer, Panmure Gordon, Alvarium or the Receiving Agent or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside of the UK in connection with the Offer for Subscription in respect of your application;

7.3 confirm that (save for advice received from your financial adviser (if any)) in making an application you are not relying on any information or representations in relation to the Company other than those contained in this document and any supplementary prospectus published prior to Initial Admission (on the basis of which alone your application is made) and accordingly you agree that no person responsible solely or jointly for this document or such supplementary prospectus or any part thereof shall have any liability for any such other information or representation;

7.4 agree that, having had the opportunity to read this document and the Key Information Document relating to the Ordinary Shares each in its entirety, you shall be deemed to have had notice of all information and representations contained in this document and the Key Information Document relating to the Ordinary Shares;

7.5 acknowledge that no person is authorised in connection with the Offer for Subscription to give any information or make any representation other than as contained in this document and any supplementary prospectus published prior to Initial Admission and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Manager, Singer, Panmure Gordon, Alvarium or the Receiving Agent;

7.6 warrant that you are not under the age of 18 on the date of your application;

7.7 agree that all documents and monies sent by post to, by, from or on behalf of the Company or the Receiving Agent, will be sent at your risk and, in the case of documents and returned application cheques and payments to be sent to you, may be sent to you at your address (or, in the case of joint holders, the address of the first named holder) as set out in your Application Form;

7.8 confirm that you have reviewed the restrictions contained in paragraph 9 below and warrant that you (and any person on whose behalf you apply) comply with the provisions therein;

7.9 agree that, in respect of those Ordinary Shares for which your Application Form has been received and processed and not rejected, acceptance of your Application Form shall be constituted by the Company instructing the Registrar to enter your name on the Register;

7.10 agree that all applications, acceptances of applications and contracts resulting therefrom under the Offer for Subscription shall be governed by and construed in accordance with the laws of England

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and Wales and that you submit to the jurisdiction of the English Courts and agree that nothing shall limit the right of the Company or the Receiving Agent to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;

7.11 irrevocably authorise the Company, Singer, Panmure Gordon, Alvarium or the Receiving Agent or any other person authorised by any of them, as your agent, to do all things necessary to effect registration of any Ordinary Shares subscribed by or issued to you into your name and authorise any representatives of the Company, Singer, Panmure Gordon, Alvarium and/or the Receiving Agent to execute any documents required therefor and to enter your name on the Register;

7.12 agree to provide the Company with any information which it, Singer, Panmure Gordon, Alvarium and/or the Receiving Agent may request in connection with your application or to comply with any other relevant legislation (as the same may be amended from time-to-time) including, without limitation, satisfactory evidence of identity to ensure compliance with the Money Laundering Regulations;

7.13 warrant and confirm that:

(a) you are not a person engaged in money laundering;

(b) none of the monies or assets transferred or to be transferred to (or for the account of) the Company and its agents for the purposes of the subscription are or will be the proceeds of criminal activities or activities that would be criminal if carried out in the United Kingdom; and

(c) you are not a prohibited individual or entity or resident in a prohibited country or territory listed on the United States Department of Treasury's Office of Foreign Assets Control ("OFAC") website and that you are not directly or indirectly affiliated with any country, territory, individual or entity named on an OAFC list or prohibited by any OAFC sanctions programmes;

7.14 warrant that, in connection with your application, you have observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action which will or may result in the Company, the Manager, Singer, Panmure Gordon, Alvarium and/or the Receiving Agent acting in breach of the regulatory or legal requirements of any territory in connection with the Offer for Subscription or your application;

7.15 represent and warrant to the Company that: (i) you are not located within the United States; (ii) you are acquiring the Ordinary Shares in an offshore transaction meeting the requirements of Regulation S; (iii) you understand and acknowledge that the Ordinary Shares have not been and will not be registered under the U.S. 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, transferred, delivered or distributed, directly or indirectly, into or within the United States; and (iv) you understand and acknowledge that the Company has not registered and will not register as an investment company under the U.S. Investment Company Act;

7.16 agree that Singer, Panmure Gordon, Alvarium and the Receiving Agent are acting for the Company in connection with the Offer for Subscription and for no-one else and that they will not treat you as their customer by virtue of such application being accepted or owe you any duties or responsibilities concerning the price of the Ordinary Shares or concerning the suitability of the Ordinary Shares for you or be responsible to you for the protections afforded to their customers;

7.17 warrant that you are not subscribing for the Ordinary Shares using a loan which would not have been given to you or any associate or not given to you on such favourable terms, if you had not been proposing to subscribe for the Ordinary Shares;

7.18 warrant that the information contained in the Application Form is true and accurate; and

7.19 agree that if you request that Ordinary Shares are issued to you on a date other than Initial Admission and such Ordinary Shares are not issued on such date that the Company and its agents and Directors will have no liability to you arising from the issue of such Ordinary Shares on a different date.

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8 MONEY LAUNDERING

8.1 You agree that, in order to ensure compliance with the Money Laundering Regulations, the Proceeds of Crime Act 2002 and any other applicable regulations, the Receiving Agent may at its absolute discretion require verification of identity of you (the "holder(s)") as the applicant lodging an Application Form and further may request from you and you will assist in providing identification of:

the owner(s) and/or controller(s) (the "payor") of any bank account not in the name of the holder(s) on which is drawn a payment by way of banker's draft or cheque; or
where it appears to the Receiving Agent that a holder or the payor is acting on behalf of some other person or persons.

8.2 Any delay or failure to provide the necessary evidence of identity may result in your application being rejected or delays in crediting CREST accounts or the despatch of documents.

8.3 Without prejudice to the generality of this paragraph 8, verification of the identity of holders and payors will be required if the value of the Ordinary Shares applied for, whether in one or more applications considered to be connected, exceeds €15,000 (or the Sterling equivalent). If you use a building society cheque or banker's draft you should ensure that the bank or building society issuing the payment enters the name, address and account number of the person whose account is being debited on the reverse of the cheque or banker's draft and adds its stamp. If, in such circumstances, the person whose account is being debited is not a holder you will be required to provide for both the holder and payor an original or copy of that person's passport or driving licence certified by a solicitor and an original or certified copy of two of the following documents, no more than 3 months old, a gas, electricity, water or telephone (not mobile) bill, a recent bank statement or a council tax bill, in their name and showing their current address (which originals will be returned by post at the addressee's risk) together with a signed declaration as to the relationship between the payor and you, the applicant.

8.4 For the purpose of the Money Laundering Regulations, a person making an application for Ordinary Shares will not be considered as forming a business relationship with either the Company or with the Receiving Agent but will be considered as effecting a one-off transaction with either the Company or with the Receiving Agent

8.5 The Receiving Agent may undertake electronic searches for the purposes of verifying your identity. To do so the Receiving Agent may verify the details against your identity, but may also request further proof of your identity. The Receiving Agent reserves the right to withhold any entitlement (including any refund cheque) until such verification of identity is completed to its satisfaction.

9 NON-UNITED KINGDOM, CHANNEL ISLAND OR ISLE OF MAN INVESTORS

9.1 The Offer for Subscription is only being made in the United Kingdom, Jersey, Guernsey and the Isle of Man. If you receive a copy of this document or an Application Form in any territory other than the United Kingdom, Jersey, Guernsey or the Isle of Man you may not treat it as constituting an invitation or offer to you, nor should you, in any event, use an Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to you or an Application Form could lawfully be used without contravention of any registration or other legal requirements. It is your responsibility, if you are outside the UK, Jersey, Guernsey or the Isle of Man and wish to make an application for Ordinary Shares under the Offer for Subscription, to satisfy yourself as to full observance of the laws of any relevant territory or jurisdiction in connection with your application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.

9.2 None of the Ordinary Shares have been or will be registered under the laws of Canada, Japan, Australia, the Republic of South Africa, any member state of the EEA or under the U.S. Securities Act or with any securities regulatory authority of any state or other political subdivision of the United States, Canada, Japan, Australia or the Republic of South Africa or any member state of the EEA. If you subscribe for Ordinary Shares you will, unless the Company and the Receiving Agent agree otherwise in writing, be deemed to represent and warrant to the Company that you are not located in the United States or a resident of Canada, Japan, Australia, the Republic of South Africa or any

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member state of the EEA, or a corporation, partnership or other entity organised under the laws of the U.S. or Canada (or any political subdivision of either), Japan, Australia, the Republic of South Africa or any member state of the EEA and that you are not subscribing for such Ordinary Shares for the account of any resident of Canada, Japan, Australia, the Republic of South Africa or any member state of the EEA and will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Ordinary Shares in or into the United States, Canada, Japan, Australia, the Republic of South Africa or any member state of the EEA or to any person resident in Canada, Japan, Australia, the Republic of South Africa or any member state of the EEA. No application will be accepted if it shows the applicant, payor or a holder having an address other than in the United Kingdom, Jersey, Guernsey or the Isle of Man.

10 DATA PROTECTION

10.1 Each applicant acknowledges that it has been informed that, pursuant to the DP Legislation the Company and/or the Registrar will following Initial Admission, hold personal data (as defined in the DP Legislation) relating to past and present Shareholders. Personal data will be retained on record for a period exceeding six years after it is no longer used (subject to any limitations on retention periods set out in applicable law). The Registrar will process such personal data at all times in compliance with DP Legislation and shall only process for the purposes set out in the Company's privacy notice (the "Purposes") which is available for consultation on the Company's website at www.urbanlogisticsreit.com/privacy/ (the "Privacy Notice") which include to:

(b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares;

(c) comply with the legal and regulatory obligations of the Company and/or the Registrar; and process its personal data for the Registrar's internal administration.

10.2 Where necessary to fulfil the Purposes, the Company will disclose personal data to:

(a) third parties located either within, or outside of the United Kingdom or the EEA, if necessary for the Registrar to perform its functions, or when it is within its legitimate interests, and in particular in connection with the holding of Ordinary Shares; or

(b) its affiliates, the Registrar or the Manager and their respective associates, some of which may be located outside of the United Kingdom and the EEA.

10.3 Any sharing of personal data between parties will be carried out in compliance with the DP Legislation and as set out in the Company's Privacy Notice.

10.4 By becoming registered as a holder of Ordinary Shares a person becomes a data subject (as defined under DP Legislation). In providing the Registrar with information, the applicant hereby represents and warrants to the Company and the Registrar that: (i) it complies in all material aspects with its data controller obligations under DP Legislation, and in particular, it has notified any data subject of the Purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Company's Privacy Notice; and (ii) where consent is legally competent and/or required under DP Legislation the applicant has obtained the consent of any data subject to the Company and Registrar and their respective affiliates and group companies, holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes).

10.5 Each applicant acknowledges that by submitting personal data to the Registrar (acting for and on behalf of the Company) where the applicant is a natural person he or she has read and understood the terms of the Company's Privacy Notice.

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10.6 Each applicant acknowledges that by submitting personal data to the Registrar (acting for and on behalf of the Company) where the applicant is not a natural person it represents and warrants that:

(a) it has brought the Company's Privacy Notice to the attention of any underlying data subjects on whose behalf or account the applicant may act or whose personal data will be disclosed to the Company as a result of the applicant agreeing to subscribe for Ordinary Shares under the Offer for Subscription; and

(b) the applicant has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company.

10.7 Where the applicant acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Offer for Subscription:

(a) comply with all applicable DP Legislation;

(c) if required, agree with the Company and the Registrar, the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and

(d) it shall immediately on demand, fully indemnify each of the Company and the Registrar and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company and/or the Registrar in connection with any failure by the applicant to comply with the provisions set out above.

11 MISCELLANEOUS

11.1 To the extent permitted by law, all representations, warranties and conditions, express or implied and whether statutory or otherwise (including, without limitation, pre-contractual representations but excluding any fraudulent representations), are expressly excluded in relation to the Ordinary Shares and the Offer for Subscription.

11.2 The rights and remedies of the Company, the Manager, Singer, Panmure Gordon, Alvarium and the Receiving Agent under these Terms and Conditions of Application are in addition to any rights and remedies which would otherwise be available to any of them and the exercise or partial exercise of one will not prevent the exercise of others.

11.3 The Company reserves the right to extend the closing time and/or date of the Offer for Subscription from 11.00 a.m. on 2 December 2021. In that event, the new closing time and/or date will be notified to applicants via an RIS.

11.4 The Company may terminate the Offer for Subscription in its absolute discretion at any time prior to Initial Admission. If such right is exercised, the Offer for Subscription will lapse and any monies will be returned as indicated without interest.

11.5 You agree that Singer, Panmure Gordon, Alvarium and the Receiving Agent are acting for the Company in connection with the Issue and for no-one else, and that none of Singer, Panmure Gordon, Alvarium nor the Receiving Agent will treat you as its customer by virtue of such application being accepted or owe you any duties concerning the price of the Ordinary Shares or concerning the suitability of the Ordinary Shares for you or otherwise in relation to the Issue or for providing the protections afforded to their customers.

11.6 Save where the context requires otherwise, terms used in these Terms and Conditions of Application bear the same meaning as where used in the document.

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Part 17

Definitions

The following definitions apply throughout this document unless the context otherwise requires.

Act or Companies Act
the UK Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force

Admission
any admission of Ordinary Shares and/or C Shares issued in connection with a Subsequent Placing: (i) to the premium segment of the Official List; and (ii) to trading on the premium segment of the London Stock Exchange's main market, becoming effective in accordance with the Listing Rules and the admission and disclosure standards of the London Stock Exchange

Admission and Disclosure Standards
the Admission and Disclosure Standards published by the London Stock Exchange as amended from time to time

Affiliate
an affiliate of, or person affiliated with, a specified person, including a person that directly, or indirectly through one or more intermediate holding companies, controls or is controlled by, or is under common control with, the person specified

AIC
the Association of Investment Companies

AIC Code
the AIC Code of Corporate Governance published by the AIC from time to time

AIF
an alternative investment fund within the meaning of the EU AIFM Directive and the UK AIFM Regime (as appropriate)

AIFM
an alternative investment fund manager within the meaning of the EU AIFM Directive and the UK AIFM Regime (as appropriate)

AIFM Regime
together, The Alternative Investment Fund Managers Regulations 2013 (as amended by The Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019) and the Investment Funds Sourcebook forming part of the FCA Handbook

AIFMD
the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019

AIM
AIM, the market of that name operated by the London Stock Exchange

AIM Admission
the Company's admission to AIM on 13 April 2016

AIM Rules
the AIM Rules for Companies published by the London Stock Exchange

Alvarium
Alvarium Securities Limited

Application Form
the application form appended to this document for use in connection with the Offer for Subscription

Articles
the articles of association of the Company

Auditor
RSM UK Audit LLP

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Benefit Plan Investor
(i) an employee benefit plan that is subject to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA (including, as applicable, assets of an insurance company general account) or a plan that is subject to the prohibited transaction provisions of section 4975 of the U.S. Tax Code (including an individual retirement account), (ii) an entity whose underlying assets include "plan assets" by reason of a Plan's investment in the entity, or (iii) any "benefit plan investor" as otherwise defined in section 3(42) of ERISA or regulations promulgated by the U.S. Department of Labor

Board
the board of Directors of the Company or any duly constituted committee thereof

Business Day
any day which is not a Saturday or Sunday or a bank holiday in the City of London

C Share
C shares of £0.01 each in the capital of the Company

Calculation Date
has the meaning given in paragraph 7.20 of Part 14 (General Information) of this document

CBRE
CBRE Limited, a company registered in England and Wales with company number 03536032, in its capacity as the Company's external valuer (as defined by the RICS Valuation – Global Standards)

certificated or in certificated form
not in uncertificated form

Company or Urban Logistics
the UK Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force

Company Secretary
Link Company Matters Limited

Company Secretary Agreement
the Company Secretary Agreement between the Company and the Company Secretary, a summary of which is set out in paragraph 8.4 of Part 14 (General Information) of this document

Conversation Date
has the meaning given in paragraph 7.20 of Part 14 (General Information) of this document

Conversion Ratio
has the meaning given in paragraph 7.20 of Part 14 (General Information) of this document

CREST
the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form

CREST Regulation
the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended

CTA 2010
Corporation Tax Act 2010 and any statutory modification or re-enactment thereof for the time being in force

Depositary
INDOS Financial Limited

Directors
the directors from time to time of the Company and "Director" is to be construed accordingly

Disclosure Guidance and Transparency Rules or DTRs
the disclosure guidance published by the Financial Conduct Authority and the transparency rules made by the Financial Conduct Authority under section 73A of FSMA, as amended from time to time

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Distribution
a disposal or transfer (however effected) by a person of his rights to a Distribution from the Company such that he is not beneficially entitled (directly or indirectly) to such a Distribution and no person who is so entitled subsequent to such disposal or transfer (whether the immediate transferee or not) is (whether as a result of the transfer or not) a Substantial Shareholder

DP Legislation
the laws which govern the handling of personal data, including but not limited to the General Data Protection Regulation (EU) 2016/679, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended

DvP
delivery versus payment

EEA
European Economic Area

EPRA NAV
Net Asset Value attributable to the Ordinary Shares, adjusted to exclude interest rate derivatives

EPRA NTA
Net Tangible Assets attributable to the Ordinary Shares

EPRA NTA per Ordinary Share
EPRA NTA, divided by the number of Ordinary Shares in issue at the balance sheet date

ERISA
U.S. Employee Retirement Income Security Act of 1974, as amended

ESG
environmental and social governance

EU AIFM Directive
Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended from time to time

EU Prospectus Regulation
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC

Euroclear
Euroclear UK & International Limited, being the operator of CREST

European Union or EU
the European Union first established by the treaty made at Maastricht on 7 February 1992

Euros or EUR or €
the lawful currency of participating member states of the European Union

FATCA
the U.S. Foreign Account Tax Compliance Act of 2010, as amended from time to time

FCA
the Financial Conduct Authority or any successor authority

FCA Handbook
the FCA handbook of rules and guidance as amended from time to time

FSMA
the Financial Services and Markets Act 2000 and any statutory modification or re-enactment thereof for the time being in force

Gross Asset Value or GAV
the gross asset value of the Company as calculated in accordance with the Company's accounting policies

Group
the Company and all of its subsidiaries and subsidiary undertakings in the Company's group from time to time

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Historical Financial Information
has the meaning given to it at Part 18 (Documents Incorporated by reference) of this document

HMRC
Her Majesty's Revenue and Customs

IFRS
international financial reporting standards as issued by the International Accounting Standards Board as adopted by the UK

Initial Admission
admission of the existing Ordinary Shares and the new Ordinary Shares to be issued pursuant to the Initial Issue: (i) to the premium segment of the Official List; and (ii) to trading on the premium segment of the London Stock Exchange's main market, becoming effective in accordance with the Listing Rules and the admission and disclosure standards of the London Stock Exchange

Initial Expenses
the commissions, costs and expenses of the Company that are necessary for the Initial Issue and Initial Admission

Initial Gross Proceeds
the gross proceeds of the Initial Issue

Initial Issue
the issue of Ordinary Shares pursuant to the Initial Placing, Offer for Subscription and Intermediaries Offer

Initial Net Proceeds
the proceeds of the Initial Issue after deduction of the Initial Expenses

Initial Placing
the conditional placing of Ordinary Shares at the Issue Price pursuant to the Initial Issue as described in the Prospectus

Intermediaries
the entities listed in paragraph 17 of Part 14 (General Information) of this document, together with any other intermediary (if any) that is appointed by the Company in connection with the Intermediaries Offer after the date of this document and "Intermediary" shall mean any one of them

Intermediaries Booklet
the booklet(s) entitled "Urban Logistics REIT plc: Intermediaries Offer – Information for Intermediaries" and containing, among other things, the Intermediaries Terms and Conditions

Intermediaries Offer
the offer of Ordinary Shares by the Intermediaries to retail investors

Intermediaries Terms and Conditions
the terms and conditions agreed between the Intermediaries Offer Adviser, the Company and the Intermediaries in relation to the Intermediaries Offer and contained in the Intermediaries Booklet

ISA
an individual savings account maintained in accordance with the UK Individual Savings Account Regulations 1998 (as amended from time to time)

ISIN
International Securities Identification Number

Issue Price
£1.70, being the price at which Ordinary Shares will be issued pursuant to the Initial Issue

Joint Bookrunners
Singer Capital Markets, Panmure Gordon and Alvarium

Key Information Document(s)
the key information document(s) relating to the Ordinary Shares and/or any other class of shares issued by the Company from time to time (as the context requires), produced pursuant to the PRIIPs Regulation, as amended and updated from time to time

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Kinmont
Kinmont Limited

LEI
Legal Entity Identifier

Listing Rules
the listing rules made by the FCA under section 73A of FSMA, as amended from time to time

London Stock Exchange or LSE
London Stock Exchange plc

LTIP
The long term incentive plan for the benefit of the Pacific Group and the Management Team, further details of which are set out at paragraph 6 of Part 14 (General Information) of this document

Main Market
the London Stock Exchange's main market for listed securities

Management Agreement
the management agreement dated 21 March 2016, as amended and restated on 31 July 2017, 6 July 2018 and 10 February 2020 between the Company and Pacific Capital Partners Limited as novated from Pacific Capital Partners Limited to the Manager pursuant to a deed of novation dated 16 June 2021 entered into between the Company, Pacific Capital Partners Limited and the Manager, as amended and restated from time to time

Management Team
Richard Moffitt and Christopher Turner

Manager
PCP2 Limited

MAR
Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, as amended from time to time which is part of UK law by virtue of the European Union (Withdrawal) Act 2018

MiFID II
Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID") and Regulation (EU) No 600/2014 of the European Parliament and the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 ("MiFIR", and together with MiFID, "MiFID II"), as amended from time to time

Money Laundering Directive
the Council Directive on prevention of the use of the financial system for the purposes of money laundering or terrorist financing (EU/2015/849) as amended by the Money Laundering Directive (EU) 2018/843 of the European Parliament and of the Council of the Europe Union of 9 July 2018 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing

Money Laundering Regulations
the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended from time to time

Net Asset Value or NAV
the value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time-to-time

Net Asset Value per C Share
at any time the Net Asset Value attributable to any tranche of C Shares divided by the number of C Shares of the relevant tranche in issue (other than C Shares of the relevant tranche held in treasury) at the date of calculation

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Net Asset Value per Ordinary Share
at any time the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Ordinary Shares held in treasury) at the date of calculation

Net Initial Yield
annualised current passing rent less non-recoverable property expenses such as empty rates, divided by the property valuation plus notional purchaser's costs

Net Proceeds
the proceeds of a Subsequent Placing after deduction of the costs and expenses of such Subsequent Placing

NURS
non-UCITS retail schemes

Offer for Subscription
the offer for subscription of Ordinary Shares at the Issue Price on the terms set out in this document

Official List
the official list maintained by the FCA pursuant to Part VI of FSMA

Ordinary Shares
ordinary shares of £0.01 each in the capital of the Company and “Ordinary Share” shall be construed accordingly

Overseas Persons
a potential investor who is not resident in, or who is not a citizen of, the UK

Pacific Group
PIML and its Affiliates

Panmure Gordon
Panmure Gordon (UK) Limited

PFIC
passive foreign investment company within the meaning of Section 1297(a) of the US Internal Revenue Code

PID or Property Income Distribution
the distribution by the Company of the profits of the Group's Property Distribution Rental Business, including distributions received by the Group from other UK REITs, by way of a dividend in cash or the issue of share capital in lieu of a cash dividend in accordance with Section 530 of the CTA 2010

PIML
Pacific Investments Management Limited, a company registered in England and Wales with company number 01722436

Placee
any person who agrees to subscribe for Ordinary Shares and/or C Shares pursuant to the Initial Placing or the Placing Programme

Placing and Offer Agreement
the placing and offer agent agreement between the Company, the Manager, PIML, Singer, Panmure Gordon and Alvarium, a summary of which is set out in paragraph 8.1 of Part 14 (General Information) of this document

Placing Programme
the proposed placing programme of Ordinary Shares and/or C Shares incorporating any Subsequent Placing as described in this document

Placing Programme Price
the price at which Ordinary Shares and/or C Shares will be issued to Placees pursuant to a Subsequent Placing under the Placing Programme, as set out at Part 15 (Terms and Conditions of the initial Placing and the Placing Programme) of this document

Plan Asset Regulations
the U.S. Department of Labor Regulations, 29 C.F.R. 2510.3-101, as and to the extent modified by section 3(42) of ERISA

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PRIIPs Regulation
the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products and its implementing and delegated acts which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019

Prospectus Regulation
the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019

Prospectus Regulation Rules
the prospectus regulation rules made by the FCA under section 73A of FSMA, as amended from time to time

QIB
qualified institutional buyer as defined in Rule 144A

Qualifying Property Rental Business
the qualifying property rental business in the UK and elsewhere of UK resident companies within a REIT and non-UK resident companies within a REIT with a UK qualifying property rental business

Receiving Agent or Computershare
Computershare Investor Services PLC

Receiving Agent Agreement
the receiving agent agreement between the Company and the Receiving Agent, a summary of which is set out in paragraph 8.6 of Part 14 (General Information) of this document

Registrar
Computershare Investor Services PLC

Registrar Agreement
the registrar agreement between the Company and the Registrar, a summary of which is set out in paragraph 8.5 of Part 14 (General Information) of this document

Regulation S
Regulation S promulgated under the U.S. Securities Act, as amended from time to time

Regulatory Information Service or RIS
a service authorised by the FCA to release regulatory announcements to the London Stock Exchange

REIT
a Real Estate Investment Trust as defined in Part 12 of the CTA 2010

Relevant State
each member state of the EEA

Rule 144A
Rule 144A under the U.S. Securities Act

SEDOL
the Stock Exchange Daily Official List

Shareholder
a holder of Shares

Shares
the Ordinary Shares and/or the C Shares (as the context may require)

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Similar Law
any U.S. federal, state, local or foreign law that is similar to section 406 of ERISA or section 4975 of the U.S. Tax Code

Singer
Singer Advisory and Singer Capital Markets

Singer Advisory
Singer Capital Markets Advisory LLP

Singer Capital Markets
Singer Capital Markets Securities Limited

SIPP
a self-invested personal pension as defined in Regulation 3 of the Retirement Benefits Schemes (Restriction on Discretion to Approve) (Permitted Investments) Regulations 2001 of the UK

SSAS
a small self-administered scheme as defined in Regulation 2 of the Retirement Benefits Schemes (Restriction on Discretion to Approve) (Small Self-Administered Schemes) Regulations 1991 of the UK

Sterling or GBP or £ or pence
the lawful currency of the United Kingdom

Subsequent Placing
any placing of Shares pursuant to the Placing Programme described in this document

Takeover Code
the UK City Code on Takeovers and Mergers, as amended from time to time

Target Market Assessment
has the meaning defined on page 29 of this document

Terms and Conditions of Application
the terms and conditions to which subscriptions under the Offer for Subscription are subject as set out in Part 16 (Terms and Conditions of Application under the Offer for Subscription) of this document

UCITS
undertakings for collective investment in transferable securities, within the meaning of Directive 2009/65/EC of the European Parliament and Council of 13 July 2009, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended

United Kingdom or UK
the United Kingdom of Great Britain and Northern Ireland

United States of America or United States or U.S.
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

USD or US$
U.S. dollars, being the lawful currency of the United States of America

U.S. Investment Company Act
U.S. Investment Company Act of 1940, as amended

U.S. Person
any person who is a U.S. person within the meaning of Regulation S under the U.S. Securities Act

U.S. Securities Act
U.S. Securities Act of 1933, as amended

U.S. Tax Code
the U.S. Internal Revenue Code of 1986, as amended from time to time

uncertificated or in uncertificated form
a share recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

VAT
value added tax

Part 18

Documents incorporated by reference

The Company's annual report and accounts for the financial years ended 31 March 2019, 31 March 2020 and 31 March 2021 and the Company's interim reports for the six month period ended 30 September 2020 and 30 September 2021 (together the “Historical Financial Information”) contain information which is relevant to Admission, the Initial Issue and the Placing Programme. These documents are available on the Company's website at https://www.urbanlogisticsreit.com/investors/results-reports-presentations/.

The table below sets out the information from the Historical Financial Information which is incorporated by reference into, and forms part of, this document and which is available for inspection as set out in paragraph 19 of Part 14 (General Information) of this document.

Any non-incorporated parts of the Historical Financial Information are either not relevant for the purposes of Admission, the Initial Issue and/or the Placing Programme or the relevant information is included elsewhere in this document. Any documents themselves incorporated by reference or referred or cross-referred to in the Historical Financial Information shall not form part of this document.

Document	Sections	Page numbers
Annual Report and Accounts for the financial year ended 31 March 2019
https://www.urbanlogisticsreit.com/investors/results-reports-presentations/	Strategic Report	1 to 13
	Corporate Governance Report	14 to 15
	Management Engagement Committee Report	20
	Audit Committee Report	21 to 22
	Nomination Committee Report	23
	Directors’ Report	24 to 25
	Directors’ Responsibility Statement	26
	Independent Auditor’s Report	27 to 29
	Consolidated Statement of Comprehensive Income	30
	Consolidated Statement of Financial Position	31
	Company Statement of Financial Position	32
	Consolidated Cash Flow Statement	33
	Company Statement of Cash Flow	34
	Consolidated Statement of Changes in Equity	35
	Company Statement of Changes in Equity	36
	Notes to the Financial Statements	37 to 50
	Supplementary Information	51 to 52
Annual Report and Accounts for the financial year ended 31 March 2020
https://www.urbanlogisticsreit.com/investors/results-reports-presentations/	Strategic Report	2 to 23
	Corporate Governance Report	24 to 25
	Management Engagement Committee Report	30
	Audit Committee Report	31 to 32
	Nomination Committee Report	33
	Directors’ Report	34 to 35
	Directors’ Responsibility Statement	36
	Independent Auditor’s Report	37 to 39
	Consolidated Statement of Comprehensive Income	40
	Consolidated Statement of Financial Position	41
	Company Statement of Financial Position	42
	Consolidated Statement of Cash Flow	43
	Company Statement of Cash Flow	44
	Consolidated Statement of Changes in Equity	45
	Company Statement of Changes in Equity	46
	Notes to the Financial Statements	47 to 61
	Supplementary Information	62 to 65

181

Document	Sections	Page numbers
Annual Report and Accounts for the financial year ended 31 March 2021	Strategic Report	1 to 33
https://www.urbanlogisticsreit.com/investors/results-reports-presentations/	Chairman's Corporate Governance Statement	36 to 39
	Audit Committee Report	40 to 42
	Management Engagement Committee Report	43
	Nomination Committee Report	44
	Directors' Report	45 to 48
	Directors' Responsibility Statement	49
	Independent Auditor's Report	50 to 55
	Consolidated Statement of Comprehensive Income	56
	Consolidated Statement of Financial Position	57
	Company Statement of Financial Position	58
	Consolidated Statement of Cash Flow	59
	Company Statement of Cash Flow	60
	Consolidated Statement of Changes in Equity	61
	Company Statement of Changes in Equity	62
	Notes to the Financial Statements	63 to 80
	Supplementary Information	81 to 83
Interim report for the six month period ended 30 September 2020	Report	1 to 10
https://www.urbanlogisticsreit.com/investors/results-reports-presentations/	Independent review report to Urban Logistics REIT plc	11
	Condensed Consolidated Statement of Comprehensive Income	12
	Condensed Consolidated Statement of Financial Position	13
	Condensed Consolidated Statement of Cash Flows	14
	Condensed Consolidated Statement of Changes in Equity	15
	Notes to the Interim Financial Statements	16 to 22
	Supplementary Information	23 to 25
Interim report for the six month period ended 30 September 2021	Report	2 to 19
https://www.urbanlogisticsreit.com/investors/results-reports-presentations/	Independent review report to Urban Logistics REIT plc	20
	Condensed Consolidated Statement of Comprehensive Income	21
	Condensed Consolidated Statement of Financial Position	22
	Condensed Consolidated Cash Flow Statement	23
	Condensed Consolidated Statement of Changes in Equity	24
	Notes to the Interim Financial Statements	25 to 34
	Supplementary Information	35 to 38

Appendix 1 Application Form

For official use only

Application form for the Offer for Subscription

URBAN LOGISTICS REIT PLC

Important: before completing this form, you should read the accompanying notes.

To: Computershare Investor Services PLC
Corporate Actions Projects
Bristol
BS99 6AH

Or via email to: [email protected]

1 APPLICATION

I/We the person(s) detailed in section 2 below offer to subscribe for the amount shown in the box in section 1 subject to the Terms and Conditions of Application set out in Part 16 (Terms and Conditions of Application under the Offer for Subscription) of the prospectus dated 15 November 2021 and subject to the Articles of the Company.

In the box in section 1 write in figures the aggregate value, at the Issue Price, of the Ordinary Shares that you wish to apply for (a minimum of £1,000 (rounded down to the nearest number of Ordinary Shares) and thereafter in multiples of £100 (rounded down to the nearest number of Ordinary Shares)).

Value (£)

Payment Method (tick appropriate box)

Cheque/Banker's draft
Bank transfer
CREST settlement (DvP)

2 DETAILS OF HOLDER(S) IN WHOSE NAME(S) ORDINARY SHARES WILL BE ISSUED (BLOCK CAPITALS)

First named holder

Mr, Mrs, Miss or Title

Forenames (in full)

Surname/Company Name

Address (in full)

Designation (if any)

Date of Birth

184

Second named holder (if relevant)

Mr, Mrs, Miss or Title
Forenames (in full)
Surname/Company Name
Address (in full)
Designation (if any)
Date of Birth

Third named holder (if relevant)

Mr, Mrs, Miss or Title
Forenames (in full)
Surname/Company Name
Address (in full)
Designation (if any)
Date of Birth

Fourth named holder (if relevant)

Mr, Mrs, Miss or Title
Forenames (in full)
Surname/Company Name
Address (in full)
Designation (if any)
Date of Birth

3 CREST DETAILS

(Only complete this section if Ordinary Shares issued are to be deposited in a CREST Account which must be in the same name as the holder(s) given in section 2).

CREST Participant ID
CREST Member Account ID

4 SIGNATURE(S) - ALL HOLDERS MUST SIGN

I/we confirm that by signing below, I/we agree to the Terms and Conditions of Application in Part 16 of the prospectus dated 15 November 2021 and give the representations, warranties and undertakings set out therein, including that I/we are not in the United States.

Execution by individuals:

First Applicant Signature:		Date
Second Applicant Signature:		Date
Third Applicant Signature:		Date
Fourth Applicant Signature:		Date

Execution by a company:

Executed by (Name of Company):
Name of Director:	Signature		Date
Name of Director/Secretary/Witness	Signature		Date
If you are affixing a company seal, mark a cross here:		Affix company seal here:

5 SETTLEMENT DETAILS

5.1 Cheque/Banker's Draft

If you are subscribing for Ordinary Shares and paying by cheque or banker's draft, attach to this form your cheque or banker's draft for the exact amount shown in the box in section 1. Cheques or bankers' drafts must be made payable to "CIS PLC re: Urban Logistics REIT plc - OFS A/C". Cheques and bankers' drafts must be drawn on an account at a branch of a bank or building society in the United Kingdom and must bear the appropriate sort code in the top right hand corner. You should tick the relevant payment method box in section 1.

5.2 Bank transfer

For applicants sending subscription monies by electronic bank transfer (CHAPs), payment must be made for value by 11.00 a.m. on 2 December 2021. Applicants wishing to make a CHAPs payment should contact Computershare stating by email at [email protected] for full bank details or telephone the shareholder helpline on +44 (0)370 707 4040 for further information. Applicants will be provided with a unique reference number which must be used when making the payment.

Electronic payments must come from a UK bank account and from a personal account in the name of the individual applicant where they have sole or joint title to the funds. The account name should be the same as that inserted below and payments must relate solely to your Application. You should tick the relevant payment method box in section 1. It is recommended that such transfers are actioned within 24 hours of posting your application.

Sort Code:	Account Name:
Account number:	Contact name at branch and telephone number:

Evidence of the source of funds may also be required. Typically this will be a copy of the remitting bank account statement clearly identifying the applicant's name, the value of the debit (equal to the application value) and the crediting account details or application reference. A photocopy of the transaction can be enclosed with your application or a pdf copy can also be scanned and emailed to [email protected]. Photographs of the electronic transfer are not acceptable.

Any delay in providing monies may affect acceptance of the application. If the Receiving Agent is unable to match your application with a bank payment, there is a risk that your application could be delayed or will not be treated as a valid application and may be rejected by the Company and/or the Receiving Agent.

Please Note: you should check with your bank regarding any limits imposed on the level and timing of transfers allowed from your account (for example, some banks apply a maximum transaction or daily limit, and you may need to make the transfer as more than one payment).

The Receiving Agent cannot take responsibility for correctly identifying payments without a unique reference or where a payment has been received but without an accompanying application form.

5.3 CREST Settlement

If you so choose to settle your application within CREST, that is by DvP, you or your settlement agent/custodian’s CREST account must allow for the delivery and acceptance of Ordinary Shares to be made against payment of the Issue Price per Ordinary Share using the CREST matching criteria set out below:

Trade Date: 3 December 2021
Settlement Date: 7 December 2021
Company: Urban Logistics REIT plc
Securities description: Ordinary Shares of £0.01
SEDOL: BYV8MN7
ISIN: GB00BYV8MN78
CREST message type: DEL

Should you wish to settle by DvP, you will need to input your CREST DEL instructions to Computershare’s Participant Account 3RA12 by no later than 11.00 a.m. on 2 December 2021.

You must also ensure that you or your settlement agent/custodian has a sufficient “debit cap” within the CREST system to facilitate settlement in addition to your/its own daily trading and settlement requirements.

Applicants wishing to settle by DvP will still need to complete and submit a valid Application Form by 11.00 a.m. on 2 December 2021. You should tick the relevant payment method box in section 1.

Note: Computershare will not take any action until a valid DEL message has been alleged to the Participant Account by the applicant. No acknowledgement of receipt or input will be provided.

In the event of late/non settlement the Company reserves the right to deliver Ordinary Shares outside of CREST (i.e. in certificated form) provided that payment has been made in terms satisfactory to the Company and all other conditions of the Offer for Subscription have been satisfied.

6 ANTI-MONEY LAUNDERING

Anti-money laundering checks are required by law to be performed on certain financial transactions. The checks are undertaken to make sure investors are genuinely who they say they are and that any application monies have not been acquired illegally or that Computershare itself is not being used as part of criminal activity, most commonly the placement, layering and integration of illegally obtained money.

Whilst Computershare may carry out checks on any application, they are usually only performed when dealing with application values above a certain threshold, commonly referred to as the anti-money laundering threshold which is €15,000 (or the Sterling equivalent).

Computershare will make enquiries to credit reference agencies to meet its anti-money laundering obligations and the applicant may be required to provide an original or certified copy of their passport, driving licence and recent bank statements to support such enquiries. Anti-money laundering checks do not mean the investor is suspected of anything illegal and there is nothing to worry about.

186

The checks made at credit reference agencies leave an ‘enquiry footprint’ – an indelible record so that the investor can see who has checked them out. The enquiry footprint does not have any impact on their credit score or on their ability to get credit. Anti-Money Laundering Checks appear as an enquiry/soft search on the applicant’s credit report. The report may contain a note saying “Identity Check to comply with Anti Money Laundering Regulations”.

Computershare reserves the right to request any further additional information it deems necessary to confirm the identity, address, source of funds and wealth of all parties, and further it reserves the right to decline an application for any individual or business where it considers that the information available is unsuitable or unreliable.

If at any time the Company has reasonable grounds for suspecting that the funds contributed to the Company may represent the proceeds of crime, it reserves the right to refuse to issue Ordinary Shares or pay income or dividends on Ordinary Shares to the applicant or investor until sufficient information has been supplied to satisfy the Receiving Agent’s anti-money laundering requirements. To the extent that the applicant or, where relevant, the beneficial owner has been identified as a politically exposed person or an associate of a politically exposed person, the Receiving Agent may request additional information. These requirements apply both at the time of investment and on an ongoing basis.

7 CONTACT DETAILS

To ensure the efficient and timely processing of this application please enter below the contact details of a person the Company (or any of its agents) may contact with all enquiries concerning this application. If no details are provided this may delay obtaining the additional information required and may result in your application being rejected or revoked.

Email address:
Telephone number:

8 QUERIES

If you have any queries on how to complete this form or if you wish to confirm your final allotment of Ordinary Shares, please call the Computershare helpline on +44 (0)370 707 4040. The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes. Please note that Computershare cannot provide any financial, legal or tax advice.

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Perivan 262358

AI assistant

Urban Logistics REIT PLC — Capital/Financing Update 2021

4948_rns_2021-11-17_27e0579c-09f2-4e17-937a-a2a361c16c43.pdf

URBAN LOGISTICS REIT PLC

Notice to U.S. and other overseas investors

Contents

Borrowing and gearing policy

Use of derivatives

Investment restrictions

2.3 What are the key risks that are specific to the issuer?

3.1 What are the main features of the securities?

(a) Type, class and ISIN

(b) Currency, denomination, par value, number of securities issued and duration

(c) Rights attached to the Shares

(d) Rank of securities in the issuer's capital structure in the event of insolvency

(e) Restrictions on the free transferability of Shares

(f) Dividend policy

3.2 Where will the securities be traded?

3.3 What are the key risks specific to the securities?

4 KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND/OR ADMISSION TO TRADING ON A REGULATED MARKET

4.1 Under which conditions and timetable can I invest in this security?

The Issue

The Initial Placing

The Offer for Subscription

The Intermediaries Offer

Conditions

A default by a major tenant could result in a significant loss of letting income, void costs, a reduction in asset value and increased bad debts and may affect the income of the Group

The appraised value of the Company's properties may not accurately reflect the current or future value of the Company's assets

The Group may not be able to maintain or increase the rental rates for its properties, which may, in the longer term, have a material adverse impact on the value of the Group's properties, as well as the Group's turnover

It may prove difficult to attract new tenants for the Company's properties

The COVID-19 pandemic has had, and could continue to have, a severe impact on the global economy and financial markets, and could have a material impact on the Group

The UK's exit from the European Union could have a material impact on the Group's activities

The Company may incur losses in excess of insurance proceeds, if any, or from uninsurable events

The discovery of previously undetected environmentally hazardous conditions in the Company's properties could result in unforeseen remedial work or future liabilities even after disposal of such property

The Company is required to comply with health and safety laws and regulation

The Management Team's acquisition due diligence may not identify all risks and liabilities

The obligations of the Manager under the Management Agreement are not guaranteed by any other person

RISKS RELATING TO THE SHARES

The value and/or market price of the Shares may go down as well as up

Dividend growth on the Ordinary Shares will depend principally on growth in rental and other income returns on the underlying assets (which may fluctuate) and the extent to which the Company is invested

The Company may in the future issue new equity, which may dilute Shareholders' equity

Trading market for the Shares

Placing Programme Price

The Company's ability to pay dividends is dependent upon its ability to generate sufficient earnings and certain legal and regulatory restrictions including its loan-to-value being 50 per cent. or less

The ability of Overseas Persons to bring actions or enforce judgments against the Company or the Directors may be limited

There is no public market for shares in the United States or elsewhere outside of the UK

Adverse changes in taxation law and in the tax position of the Company

Distribution requirements may limit the Company's flexibility in executing the Company's acquisition plans

The Company may be a Passive Foreign Investment Company, which may result in adverse U.S. federal income tax consequences for U.S. Persons holding Ordinary Shares

Service of Process and Enforceability of Civil Liabilities

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN THE UNITED KINGDOM

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

NOTICE TO PROSPECTIVE INVESTORS IN BELGIUM

NOTICE TO PROSPECTIVE INVESTORS IN OTHER JURISDICTIONS

INTERMEDIARIES

NON-MAINSTREAM POOLED INVESTMENTS AND MIFID II

ELIGIBILITY FOR INVESTMENT BY UCITS OR NURS

INFORMATION TO DISTRIBUTORS

PRIIPS REGULATION

DATA PROTECTION

PRESENTATION OF FINANCIAL INFORMATION

UK IFRS

PRESENTATION OF MARKET AND OTHER DATA

CURRENCY PRESENTATION

DEFINITIONS

EUROPEAN UNION LEGISLATION

WEBSITE

GOVERNING LAW

FORWARD LOOKING STATEMENTS

2 STATISTICS

2.1 Initial Issue Statistics

2.2 Placing Programme Statistics

3 DEALING CODES AND LEI

3 INVESTMENT OBJECTIVE AND INVESTMENT POLICY

Investment Objective

Investment Policy

Borrowing and gearing policy

Use of derivatives

Investment restrictions

Urban Logistics REIT PLC Capital/Financing Update 2021