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The Uk Residential Reit

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The Uk Residential Reit THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this Prospectus, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (the 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. A copy of this document, which comprises a prospectus relating to The UK Residential REIT plc (the Company) in Annex 4, 1.6 connection with the issue of Issue Shares in the Company and their admission to trading on the Main Market and to Annex 11, 4.2 listing on the premium listing segment of the Official List, has been prepared in accordance with the UK version of the EU Prospectus Regulation (2017/1129) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 Annex 1, 1.5 (as amended and supplemented from time to time (including, but not limited to, by the UK Prospectus Amendment Annex 4, 1.5 Annex 11, 1.5 Regulations 2019 and The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019)) (the UK Prospectus Annex 4, 1.6 Regulation) and the prospectus regulation rules of the Financial Conduct Authority (the FCA) (the Prospectus Regulation LR 2.2.10(2) Rules). This Prospectus has been approved by the FCA, as the competent authority under the UK Prospectus Regulation and the FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Accordingly, such approval should not be considered as an endorsement of the issuer, or of the quality of the securities, that are the subject of this Prospectus; investors should make their own assessment as to the suitability of investing in the Issue Shares. The Issue Shares are only suitable for investors: (i) who understand the potential risk of capital loss and that there may Annex 11, 5.2.1 be limited liquidity in the underlying investments of the Company; (ii) for whom an investment in the Issue Shares is part of a diversified investment programme; and (iii) who fully understand and are willing to assume the risks involved in such an investment programme. It should be remembered that the price of the Shares and the income from them can go down as well as up. The attention of potential investors is drawn to the section entitled Risk Factors in this Prospectus. Annex 11, 6.1 The results of the Initial Issue are expected to be announced on 14 July 2021. The earliest date for applications under the Annex 11, 5.1.9 Offer is the date of this Prospectus and the latest time and date for applications under the Offer is 11:00 a.m. on 12 July 2021. Further details of the Initial Issue and the Placing Programme are set out in Part VIII (The Initial Issue and the Placing Programme) of this Prospectus. THE UK RESIDENTIAL REIT PLC (Incorporated in England and Wales with company number 13159275 and registered as an LR 2.2.1(1) investment company under section 833 of the Companies Act 2006) Placing, Offer for Subscription and Intermediaries Offer for a target issue of 150 million Ordinary Shares at 100 pence per Ordinary Share and Placing Programme of up to 350 million new Ordinary Shares (less the number of Ordinary Shares issued pursuant to the Initial Issue) and Issue of up to 50 million Consideration Shares in connection with the acquisition of Seed Assets Investment Adviser L1 Capital UK Property Advisors Limited Sponsor and Joint Bookrunner Joint Bookrunner Panmure Gordon (UK) Limited RBC Capital Markets AIFM Carne Global AIFM Solutions (C.I.) Limited Intermediaries Offer Adviser Solid Solutions Associates (UK) Limited Applications will be made for the new Ordinary Shares to be issued in connection with the Initial Issue and the Placing Programme and Annex 11, 4.7 for the Consideration Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange (Main LR 2.2.9(1) LR 2.2.3 Market) and to listing on the premium listing segment of the Official List of the FCA (the Official List) at the relevant Admission, with applications to be made in connection with the Ordinary Shares issued pursuant to the Initial Issue at Initial Admission. It is expected that Initial Admission will become effective and that dealings in the Ordinary Shares which are the subject of the Initial Issue will commence on 16 July 2021. The Placing Programme will remain open until 2 June 2022 or such earlier time at which the maximum number of Issue Shares to be issued pursuant to the Placing Programme has been issued (or such other date as may be agreed between Panmure Gordon (UK) Limited (Panmure), RBC Europe Limited (trading as RBC Capital Markets) (RBC and together with Panmure, the Joint Bookrunners) and the Company (such agreed date to be announced by way of an RIS announcement)). The Company and the Directors, whose names appear on page 38 of this Prospectus, accept responsibility for the information Annex 1, 1.1 contained in this Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Annex 1, 1.2 Annex 11, 1.1 Prospectus is in accordance with the facts and this Prospectus does not omit anything likely to affect the import of such information. Annex 11, 1.2 The Investment Adviser accepts responsibility for the information and opinions contained in the section entitled “Risk Factors”, Part I PR 5.3.2R (Investment Highlights), Part III (Investment Proposition), Part IV (Market Report), Part V (Seed Assets and Pipeline Assets), Part VII (Directors, Management and Administration) and Part XI (Additional Information) of this Prospectus and any other information or opinion related to or attributed to it or any Affiliate of the Investment Adviser. To the best of the Investment Adviser’s knowledge, the information and opinions contained in this Prospectus related to or attributed to it or any Affiliate of the Investment Adviser are in accordance with the facts and this Prospectus does not omit anything likely to affect the import of such information or opinions. Knight Frank LLP (Knight Frank) accepts responsibility for the information and opinions contained in Part VI (Valuation Report on Seed LR 6.2.6(1) Assets) of this Prospectus and any other information or opinion related to or attributed to it or any Affiliate of Knight Frank. To the best of Knight Frank’s knowledge, the information and opinions contained in this Prospectus related to or attributed to it or any Affiliate of Knight Frank are in accordance with the facts and this Prospectus does not omit anything likely to affect the import of such information or opinions. Capitalised terms contained in this Prospectus shall have the meanings set out in the sections entitled Definitions in this Prospectus, save where the context requires otherwise. This Prospectus does not constitute an offer to sell or issue, or the solicitation of an offer to purchase, subscribe for or otherwise acquire, Issue Shares in any jurisdiction where such an offer or solicitation would be unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, the AIFM or the Investment Adviser. The distribution of this Prospectus and the offer of the Issue Shares in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been or will be taken to permit the possession, issue or distribution of this Prospectus (or any other offering materials or publicity relating to the Issue Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this Prospectus, nor any other offering materials or publicity relating to the Issue Shares may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus (or any other offering materials or publicity relating to the Issue Shares) comes should inform themselves about and observe any such restrictions. The Issue Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”). Outside the United States, the Issue Shares may be sold to persons who are not “US Persons”, as defined in and pursuant to Regulation S under the US Securities Act (“US Persons”). Any sale of Shares in the United States or to US Persons may only be made to persons reasonably believed to be “qualified institutional buyers”, as defined in Rule 144A under the US Securities Act, that are also “qualified purchasers”, as defined in the US Investment Company Act of 1940, as amended (the “US Investment Company Act”). The Company will not be registered under the US Investment Company Act, and investors in the Shares will not be entitled to the benefits of regulation under the US Investment Company Act. Unless otherwise expressly agreed with the Company, the Issue Shares may not be acquired by: (i) 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 (ii) 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 Issue Shares will not constitute or result in a non-exempt violation of any such substantially similar law.
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