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View Original - ii - CONTENTS PAGE SECTION 1: IMPORTANT INFORMATION 1 SECTION 2: EXPECTED TIMETABLE 4 SECTION 3: RISK FACTORS 5 SECTION 4: DIRECTORS, MANAGEMENT AND ADVISERS 25 SECTION 5: INFORMATION ON THE COMPANY AND THE SHARE FOR UNIT EXCHANGE 27 SECTION 6: INFORMATION ON THE COMPANY'S PROPERTY PORTFOLIO AND PIPELINE 39 SECTION 7: THE UK INDUSTRIAL PROPERTY MARKET 41 SECTION 8: DIRECTORS, MANAGEMENT AND ADMINISTRATION OF THE COMPANY 43 SECTION 9: ADDITIONAL INFORMATION ON THE COMPANY 50 SECTION 10: FEES AND EXPENSES 77 SECTION 11: UNITED KINGDOM TAXATION OF SHAREHOLDERS UNDER THE REIT REGIME 78 SECTION 12: RESTRICTIONS ON TRANSFERS TO OVERSEAS INVESTORS 84 SECTION 13: DEFINITIONS 86 APPENDIX 1: TERMS AND CONDITIONS RELATING TO THE ISSUE OF THE NEW SHARES 94 APPENDIX 2: CIRCULAR 103 APPENDIX 3: VALUATION REPORT 121 APPENDIX 4: GROUP STRUCTURE CHARTS 173 - 1 - SECTION 1 IMPORTANT INFORMATION This Listing Document should be read in its entirety before signing the Sale and Purchase Agreement and thereby agreeing to acquire New Shares, or otherwise acquiring any New Shares. In assessing an investment in the Company, investors should rely only on the information in this Listing Document. No person has been authorised to give any information or make any representations other than those contained in this Listing Document and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors, the AIFM or the Property Manager or any of their respective affiliates, directors, officers, employees or agents or any other person. Without prejudice to any obligation of the Company to publish a supplementary document under the Listing Rules, neither the delivery of this Listing Document nor any subscription or exchange into or purchase of Ordinary Shares made pursuant to this Listing Document shall, under any circumstances, create 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 Listing Document. An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and the Ordinary Shares, for whom an investment in the Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the whole amount invested) which might result from such investment. The Directors believe that the profile of a typical investor in the Company is an institution or professionally advised investor who is seeking an attractive level of income with the potential for income and capital growth from investing in a diversified portfolio of UK industrial real estate properties and who understands and accepts the risks inherent in the Investment Policy. Investors may wish to consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser before making an investment in the Company. The Company is treated by HMRC as a real estate investment trust or a REIT and, therefore, the Company is not deemed to be a non-mainstream pooled investment for the purposes of COBS 4.12 of the FCA Handbook. Investment considerations The contents of this Listing Document or any other communications from the Company, the AIFM, the Property Manager and/or any of their respective affiliates, and/or any of the directors, officers, employees and agents of any of the foregoing are not to be construed as advice relating to legal, financial, taxation, investment or any other matter. Prospective investors should inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Ordinary Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Ordinary 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 Ordinary Shares. Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein. - 2 - The taxation treatment of the Company and Ordinary Shares is subject to change. The taxation treatment in respect of Ordinary Shares also depends on the individual circumstances of each investor. Prospective investors should seek independent taxation advice in relation to the risks involved in acquiring New Shares. The New Shares are designed to be held over the long term and may not be suitable as short term investments. There is no guarantee that any appreciation in the value of the Company’s investments will occur or that the Company will achieve its distribution targets (which for the avoidance of doubt are targets only and not profit forecasts), and investors may not get back the full value of their investment. Any investment objectives of the Company are targets only and should not be treated as assurances or guarantees of performance. All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of, the provisions of the Articles of Association of the Company, which investors should review. A summary of the Articles of Association can be found in paragraph 4 of Section 9 of this Listing Document and a copy of the Articles of Association is on display at the offices of the Sponsor and available on request from the Company's registered office. Statements made in this Listing Document are based on the law and practice currently in force and are subject to changes thereto. Forward-looking statements This Listing Document includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “forecasts”, “plans”, “projects”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Company’s and/or the Board’s intentions, beliefs or current expectations. All forward-looking statements address matters that involve risks and uncertainties and are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Company’s actual results of operations, performance or achievement or industry results to differ materially from those indicated in these statements. These factors include, but are not limited to, those described in the part of this Listing Document entitled “Risk Factors”, which should be read in conjunction with the other cautionary statements that are included in this Listing Document. Any forward-looking statements in this Listing Document reflect the Company’s current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and the liquidity of Ordinary Shares. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements apply only as at the date of this Listing Document. Forward- looking statements may and often do differ materially from actual results. Subject to any obligations under applicable law, Exchange requirements or UK regulatory requirements (including FSMA and the Listing Rules), the Company undertakes no obligation publicly to update or review any forward-looking statement whether as a result of new information, future developments or otherwise. Prospective investors should specifically consider the factors - 3 - identified in this Listing Document which could cause actual results to differ before making an investment decision. Nothing in this paragraph or in the preceding three paragraphs should be taken as limiting the working capital statement contained in paragraph 9.4 of Section 9 of this Listing Document. Presentation of information Market, economic and industry data Market, economic and industry data used throughout this Listing Document is derived from various industry and other independent sources. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. Latest Practicable Date Unless otherwise indicated, the latest practicable date for the inclusion of information in this Listing Document is at close of business on 29 January 2019. Definitions A list of defined terms used in this Listing Document is set out at pages 86 to 93 of this Listing Document. - 4 - SECTION 2 EXPECTED TIMETABLE Issue and admission to the Official List of the Exchange of 8am on 31 January 2019 the New Shares Completion of the Share for Unit Exchange 8am on 31 January 2019 Share certificates despatched Week commencing 4 February 2019 Each of the times and dates in the above timetable is subject to change and may, with the consent of the Sponsor, be extended or brought forward without further notice. The Company will notify investors of any such changes to these dates by making an announcement via a Regulatory News Service. References to times are to London time unless otherwise stated. - 5 - SECTION 3 RISK FACTORS Investment in the Company carries a relatively high degree of risk, including but not limited to the risks in relation to the Company, the Group and the Ordinary Shares referred to below.
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