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This Circular Is Important and Requires Your Immediate Attention

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This Circular Is Important and Requires Your Immediate Attention THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains proposals relating to London Central Apartments II Limited (the "Company" and "LCAII") on which you are being asked to vote. This circular includes particulars given in compliance with the Listing Rules (the "CISEA Listing Rules") of the Channel Islands Securities Exchange Authority Limited (the "CISEA") for the purpose of giving information with regard to London Central Apartments II Limited. The directors of the Company (the "Directors"), whose names appear on page 5 of this Circular and the Company accept full responsibility for the information contained in this Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. If you have sold or otherwise transferred all of your Shares (as defined herein), please forward this Circular together with the accompanying Form of Proxy and other accompanying documents at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. ____________________________________________________________________________ London Central Apartments II Limited (a company incorporated under the laws of Jersey with registered number 113905) Notice of Extraordinary General Meetings relating to a proposed restructuring to be effected by way of a redemption of the Ordinary Shares ____________________________________________________________________________ The Company is a collective investment fund that has been issued with a certificate by the Jersey Financial Services Commission under the Collective Investment Funds (Jersey) Law 1988, as amended (the "Funds Law"), as a listed fund under the Listed Funds Guide issued by the Jersey Financial Services Commission as Schedule 2 to the Codes of Practice for Certified Funds. The Jersey Financial Services Commission has not taken, and does not take, any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to the Company or any other entity referenced in this Circular. The Jersey Financial Services Commission has not reviewed or approved this Circular. The Jersey Financial Services Commission is protected by the Funds Law against liability arising from the discharge of its functions under the Funds Law. The CISEA has reviewed this Circular and takes no responsibility for the financial soundness of the Company or for the correctness of any statements made or opinion expressed with regard to it. A notice of: an Extraordinary General Meeting of the holders of Shares of the Company (the "EGM") to be held at Kleinwort Benson House, Wests Centre, St Helier, Jersey, JE4 8PQ at 10:30 a.m on 22 July 2015; and 2201903.2 an Extraordinary General Meeting of the holders of the Ordinary Shares (a class meeting, the "Class EGM") to be held at Kleinwort Benson House, Wests Centre, St Helier, Jersey, JE4 8PQ at 10:45 a.m on 22 July 2015 (to commence immediately following the conclusion of the EGM), is set out at the end of this Circular. An Ordinary Shareholder is entitled to appoint one or more proxies to attend and vote instead of him/her at each of the EGM and the Class EGM. The Founder Shareholder may attend and vote at the EGM only. A Shareholder is entitled to appoint one or more proxies to attend and vote instead of him at the EGM and (in the case of Ordinary Shareholders) the Class EGM. The Founder Shareholder may attend and vote at the EGM only. A proxy need not be a Shareholder. A Form of Proxy for use by Shareholders at the EGM and (if applicable) the Class EGM is enclosed with this Circular. To be valid, the Form of Proxy must be completed, executed and returned in accordance with the instructions thereon as soon as possible and in any event so as to be received at the Company’s registered office, being Kleinwort Benson House Wests Centre St Helier Jersey JE4 8PQ by not later than twenty four hours before the time of both the EGM and (if applicable) the Class EGM. Completion and return of the Form of Proxy will not prevent Shareholders from attending, speaking and voting at the EGM and (in the case of Ordinary Shareholders) the Class EGM in person, should they wish to do so. If you are in any doubt about the contents of this letter/circular, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. Your attention is drawn to the letter from the chairman of the Company which is set out in this Circular and which recommends that you vote in favour of the Resolutions to be proposed at the EGM and (if applicable) the Class EGM. Your attention is also drawn to the section entitled "Action to be taken" on page 13 of this Circular. Defined terms used in this Circular have the meanings ascribed to them in the section entitled "Definitions" beginning on page 2 of this Circular. 2201903.2 Expected timetable of principal events Publication of this Circular 25 June 2015 Latest time and date for receipt of Forms of Proxy 10:45 on 21 July 2015 Extraordinary General Meeting 10:30 on 22 July 2015 Ordinary Shareholder Class Extraordinary General Meeting 10:45 on 22 July 2015 All references are to Jersey time. 2201903.2 1 Definitions The following definitions apply throughout this Circular, including the Notice of Extraordinary General Meeting and Class Extraordinary General Meeting and the accompanying Form of Proxy, unless the context requires otherwise: Articles the memorandum and articles of association of the Company as may be amended, modified or replaced from time to time; Asset Advisor London Central Portfolio Limited, the Company's asset advisor, a company registered in England under registered number 02494797 Board or Directors the directors of the Company whose names appear on page 5 of this Circular; Business Day means any day other than a Saturday, Sunday or a public holiday in Jersey; Circular this circular; CISEA The Channel Islands Securities Exchange Authority Limited; CISEA Listing Rules the Listing Rules of the CISEA; Class EGM the extraordinary general meeting of the Ordinary Shareholders to be held at 10:45 a.m. at Kleinwort Benson House, Wests Centre, St Helier, Jersey, JE4 8PQ on 22 July 2015 (immediately following the EGM) and convened by the notice set out in this Circular; Company London Central Apartments II Limited; Condition the condition that, on or before such date as the Directors shall determine, the Restructure is approved by each Fund by the grant of the approval by way of appropriate shareholders' resolutions of the shareholders of each of the Funds (in each case subject to a condition that each other Fund approves the Restructure). A determination by the Directors that the Condition has been met shall be final and binding on the Company; 2201903.2 2 EGM or Extraordinary General Meeting the extraordinary general meeting of the Company to be held at Kleinwort Benson House, Wests Centre, St Helier, Jersey, JE4 8PQ at 10:30 a.m. on 22 July 2015 convened by the notice set out in this Circular; Form of Proxy the form of proxy accompanying this Circular for use by Shareholders in connection with the EGM and (for Ordinary Shareholders) the Class EGM; Founder Share a share in the capital of the Company of £1.00 par value designated as a Founder Share, as more particularly described in the Investment Memorandum; Funds LCA, LCAII and LCPPF; Funds Law the Collective Investment Funds (Jersey) Law 1998 (as amended); Investment Memorandum The investment memorandum issued by the Company dated 20 August 2014, as the same may have been amended, replaced and/or supplemented; Law the Companies (Jersey) Law 1991 (as amended); LCA London Central Apartments Limited, a company registered in Jersey under registered number 108419; LCA Funds LCA and LCAII; LCA Subsidiary the subsidiary of LCA, London Central Limited, being the vehicle through which LCA invests in property and otherwise pursues its investment strategy; LCAII the Company, London Central Apartments II Limited, a company registered in Jersey under registered number 113905; LCAII Subsidiary the subsidiary of the Company, London Central II Limited, being the vehicle through which the Company invests in property and otherwise pursues its investment strategy; 2201903.2 3 LCPPF The London Central Property Portfolio Limited, a company registered in Guernsey under registered number 43840; Ordinary Share an ordinary share of £0.01 par value in the share capital of the Company, as more particularly described in the Investment Memorandum, and the term Ordinary Shares shall be construed accordingly; Ordinary Shareholder a holder of Ordinary Shares and the term Ordinary Shareholders shall be construed accordingly; Prime Central London or PCL The Royal Borough of Kensington and Chelsea and The City of Westminster, which includes areas such as Mayfair and Knightsbridge; Resolutions the special resolution to be proposed at the EGM and the ordinary and special resolution to be proposed at the Class EGM and contained in the notice of EGM and the Class EGM set out at the end of this Circular; Restructure the restructure of the operations of the Funds into LCPPF by way, inter alia, of the redemption of the Ordinary Shares in the issued share capital of the LCA Funds in consideration for the transfer of shares the issued share capital of LCPPF, as described in this Circular; Share an Ordinary Share or a Founder Share, as the case may be; Shareholder a holder of (an) Ordinary Share(s) and/or Founder Share(s) and the term Shareholders shall be construed accordingly; and Subsidiaries the LCA Subsidiary and the LCAII Subsidiary.
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