This Prospectus Is Important and Requires Your Immediate Attention
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THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or as to what action you should take, you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Union (Markets in Financial Instruments) Regulations 2017 or the Investment Intermediaries Act 1995 (as amended), or another appropriately authorised professional advisor if you are in a territory outside Ireland. This document comprises a prospectus (this “Prospectus”), for the purposes of Article 3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”), relating to Yew Grove REIT plc (“Yew Grove” or the “Company”) and has been prepared in accordance with the Prospectus Regulation, Chapter 1 of Part 23 of the Companies Act, as amended, the European Union (Prospectus) Regulations 2019 of Ireland (the “Irish Prospectus Regulations”), Part 4 of the Central Bank (Investment Market Conduct) Rules 2019 and Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979 (together the “EU Prospectus Regulations”). The Prospectus has been approved by and filed with the Central Bank of Ireland as competent authority under the Prospectus Regulation. The Central Bank of Ireland only approves this Prospectus 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 Company or securities, the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities. This Prospectus has been drawn up as part of a simplified prospectus in accordance with Article 14 of the Prospectus Regulation. This Prospectus has been prepared in connection with Admission as defined in Part 15 (Definitions) of this Prospectus. The Company's Ordinary Shares are currently admitted to trading on the Euronext Growth Market of Euronext Dublin and the AIM market of the London Stock Exchange. Application will be made to Euronext Dublin for all of the Ordinary Shares to be admitted to the primary listing segment of the Official List of Euronext Dublin (the “Official List”) and to Euronext Dublin for all of the Ordinary Shares to be admitted to trading on Euronext Dublin's main market for listed securities (“Main Market”) (together “Admission”). It is expected that Admission will become effective and that unconditional dealings in the Ordinary Shares will commence at 8:00 a.m. on 28 May 2021. Shortly before Admission, the trading of the Ordinary Shares on the Euronext Growth Market will be cancelled. The Company's Ordinary Shares will continue to be admitted to trading on the AIM market of the London Stock Exchange and no application has been made or is currently intended to be made for the Ordinary Shares to be admitted to listing or dealt with on any other exchange. This Prospectus has been made available to the public in Ireland in accordance with Article 21 of the Prospectus Regulation by the same being made available, free of charge, in electronic form on the Company’s website (www.ygreit.com/prospectus/). Save as set out in paragraph 22 of Part 14 (Additional Information), other materials on the Company’s website are not incorporated into and do not form a part of this Prospectus. The whole of the text of this Prospectus should be read by prospective investors. Your attention is drawn specifically to the discussion of certain risks and other factors that should be considered in connection with an investment in the Ordinary Shares, as set out in Part 2 (Risk Factors) of this Prospectus. The Company and its Directors (whose names appear on page 29) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. (incorporated and registered in Ireland with registered number 623896) ("Yew Grove" or the "Company") PROSPECTUS Admission of 124,922,210 Ordinary Shares to the Official List of Euronext Dublin and to trading on Euronext Dublin Sponsor Goodbody Stockbrokers UC trading as Goodbody ______________________________________________________________________________ The distribution of this Prospectus and any documents issued by the Company in connection this Prospectus into any jurisdictions outside Ireland may be restricted by law and therefore persons into whose possession this Prospectus, and/or any accompanying documents, comes should inform themselves about and observe such restrictions. No action has been or will be taken by the Company to permit a public offering of Ordinary Shares. Other than in Ireland, no action has been taken or will be taken to permit the possession or distribution of this Prospectus (or any offering or publicity materials relating to Ordinary 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 advertisement 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 comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this Prospectus and any documents issued by the Company in connection with the Prospectus should not be distributed, forwarded to or transmitted in the United States or any of the Excluded Territories. The Ordinary Shares have neither been marketed to, nor are available for purchase by, the public in Ireland or elsewhere in connection with Admission. This document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction. The Ordinary Shares have not been, and will not be, registered under the US Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any other prohibited territory and, subject to certain exceptions, may not be offered for sale as subscription or sold or subscribed directly or indirectly within any Excluded Territory for the account or benefit of any national, resident or citizen of any Excluded Territory. The distribution of this document and/or the transfer of the Ordinary Shares into jurisdictions other than Ireland may be restricted by law. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdictions. Goodbody is regulated in Ireland by the Central Bank. Goodbody is acting as Sponsor to the Company and no one else in connection with Admission and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Prospectus or for providing any advice in relation to this Prospectus or Admission or any other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed by the Central Bank, Goodbody, or any person affiliated with it, does not accept any responsibility or liability whatsoever and makes no representation or warranty, express or implied, in respect of the contents of this Prospectus including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company (including, without limitation, under Section 1349 of the Companies Act or Regulation 35 of the Irish Prospectus Regulations) and nothing in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. In addition, Goodbody does not accept responsibility for, nor authorise the contents of, this Prospectus or its issue. Goodbody accordingly disclaims all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have to any person, other than the Company, in respect of this Prospectus. The contents of this Prospectus should not be construed or relied upon as legal, financial, business, accounting, property, investment, tax or other specialised or professional advice. This Prospectus is for your information only and nothing in this Prospectus is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation. Investors should only rely on the information contained in this Prospectus and on the documents incorporated by reference into this Prospectus. Without prejudice to any obligation of the Company to publish a supplementary prospectus as required by law, regulation or any regulatory authority, the publication of this Prospectus shall not, under any circumstances, create any implication or be construed or relied upon as any representation or implication, that there has been no change in the