168594 Project Olympus - Prospectus Intro_168594 Project Olympus - Prospectus Intro 06/02/2017 10:43 Page 1 168594 Proof 3 Monday, February 6, 2017 10:43 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. A copy of this document, which comprises a prospectus relating to LXI REIT plc (the “Company”) prepared in accordance with the Prospectus Rules of the UK Listing Authority made pursuant to section 73A of the FSMA, has been filed with the Financial Conduct Authority in accordance with Rule 3.2 of the Prospectus Rules. Applications will be made to the UK Listing Authority and the London Stock Exchange for the Ordinary Shares to be issued in connection with the Issue and each Subsequent Placing under the Placing Programme to be admitted to listing on the premium listing segment of the Official List and to trading on the premium segment of the main market for listed securities of the London Stock Exchange respectively. It is expected that First Admission will become effective and that dealings for normal settlement in the Ordinary Shares will commence on 27 February 2017. It is expected that any Subsequent Admission pursuant to Subsequent Placings under the Placing Programme will become effective and dealings will commence between 28 February 2017 and 5 February 2018. The Company and the Directors, whose names appear on page 36 of this document, accept responsibility for the AI 1.1, 1.2 information contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Prospective investors should read the entire document and, in particular, the section headed “Risk Factors” AIII 1.1, 1.2 beginning on page 19 when considering an investment in the Company. LXI REIT PLC (Incorporated in England and Wales with company number 10535081 and registered as an investment company under Section 833 of the Companies Act 2006) First Placing, Offer for Subscription and Intermediaries Offer for a target issue of AI 5.1.1, 5.1.2 200 million Ordinary Shares at 100 pence per Ordinary Share1 Placing Programme of up to 200 million Ordinary Shares Investment Advisor LXI REIT Advisors Limited AIFM AIII 4.1, 4.4, 5.3.1, 5.4.1 LJ Capital Limited Sponsor, Broker, Placing Agent and Intermediaries Offer Adviser Peel Hunt LLP Peel Hunt LLP (“Peel Hunt”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else in connection with First Admission, the Issue, Subsequent Admissions, the Placing Programme and the other arrangements referred to in this Prospectus and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to First Admission, the Issue, Subsequent Admissions, the Placing Programme and the other arrangements referred to in this Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt, nor for providing advice in connection with the Issue, the Placing Programme and the other arrangements referred to in this Prospectus. 1 The Directors have reserved the right, in conjunction with Peel Hunt, to increase the size of the Issue to a maximum of 300 million Ordinary Shares if overall demand exceeds 200 million Ordinary Shares, with any such increase being announced through a Regulatory Information Service. 168594 Project Olympus - Prospectus Intro_168594 Project Olympus - Prospectus Intro 06/02/2017 10:43 Page 2 168594 Proof 3 Monday, February 6, 2017 10:43 Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Peel Hunt does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, as to the contents of this Prospectus, including its accuracy or completeness, or for any other statement made or purported to be made by Peel Hunt, or on its behalf, the Company or any other person in connection with the Company, the Ordinary Shares, First Admission, the Issue, Subsequent Admissions or the Placing Programme and nothing contained in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Peel Hunt accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the “US Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act (“Regulation S”)), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. In addition, the Company has not been and will not be registered under the United States Investment Company Act of 1940, (as amended) (the “US Investment Company Act”), and the recipient of this Prospectus will not be entitled to the benefits of that Act. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Peel Hunt. The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities law of Canada, Japan, Australia or the Republic of South Africa. Subject to certain exemptions, the Ordinary 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 Canada, Japan, Australia or the Republic of South Africa. Dated: 6 February 2017 2 168594 Project Olympus - Prospectus Intro_168594 Project Olympus - Prospectus Intro 06/02/2017 10:43 Page 3 168594 Proof 3 Monday, February 6, 2017 10:43 CONTENTS SUMMARY ............................................................................................................................................. 4 RISK FACTORS...................................................................................................................................... 19 IMPORTANT INFORMATION.............................................................................................................. 27 EXPECTED ISSUE TIMETABLE.......................................................................................................... 33 EXPECTED PLACING PROGRAMME TIMETABLE......................................................................... 34 ISSUE STATISTICS................................................................................................................................ 35 PLACING PROGRAMME STATISTICS............................................................................................... 35 DEALING CODES ................................................................................................................................. 35 DIRECTORS, MANAGEMENT AND ADVISERS............................................................................... 36 PART 1 INFORMATION ON THE COMPANY....................................................................... 38 PART 2 INVESTMENT OPPORTUNITY, INVESTMENT PROCESS AND PIPELINE....... 44 PART 3 DIRECTORS, MANAGEMENT AND ADMINISTRATION..................................... 49 PART 4 ISSUE ARRANGEMENTS.......................................................................................... 55 PART 5 THE PLACING PROGRAMME.................................................................................. 60 PART 6 REIT STATUS AND TAXATION................................................................................ 63 PART 7 ADDITIONAL INFORMATION................................................................................. 82 PART 8 DEFINITIONS.............................................................................................................. 105 PART 9 TERMS AND CONDITIONS OF APPLICATION UNDER THE FIRST PLACING AND THE PLACING PROGRAMME ........................................................................ 112 PART 10 TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR SUBSCRIPTION .......................................................................................................... 121