1. Registration of a prospectus approved by the Central Bank for issue by an Irish registered company Investment Funds, Companies and Miscellaneous Provisions Act 2005 Section 38(1)(b) of S.l. No. 324 of 2005 Prospectus (Directive 2003171/EC) Regulations 2005 Central Bank Reform Act 2010 C(ioAN OIFIG ll~ COMPANIE' CRO receipt date stamp Companies Acts 1963 to 2013 818Please complete using black typescript or BOLD CAPITALS, referring to explanatory notes Company Details ) Company Number Company Name Date Approved by the Central Bank Presenter details ) Name Address OX number Telephone number Email !Green REIT public limited company Day Month Year rn rn l2 lo It 14 I I certify on behalf of the issuer that the attached prospectus has been approved by the Central Bank of Ireland. ''"~'I d"',,J,f(:. Surname LlM=u:..:n:..:ro:.__________j Position ICompany Secretary held Arthur Cox Earlsfort Centre, Earlsfort Terrace Dublin 2 27 (01) 618 0383 aisling.carey@arthurcox.com Date Forename(s) LIM_a_r_k___________j OX exchange dublin Fax number (01) 616 3963 Reference number GR217/009

2. Further information ) CRO address Payment When you have completed and signed the form, please file with the CRO. The Public Office is at 14 Parnell Square, Dublin 1. The OX address for the CRO is 145001. If submitting by post, please send with the prescribed fee to the Registrar of Companies at: Companies Registration Office, O'Brien Road, Carlow, County Carlow If paying by cheque, postal order or bank draft, please make the fee payable to the Companies Registration Office. Cheques or bankdrafts must be drawn on a bank in the Republic of Ireland. A Form B18 that is not completed correctly or is not accompanied by the correct documents or fee is liable to be rejected and returned to the presenter by the CRO FURTHER INFORMATION ON COMPLETION OF FORM B18, INCLUDING THE PRESCRIBED FEE, IS AVAILABLE FROM www.cro.ie OR BY EMAIL info@cro.ie 3. IMPORTANT NOTICE THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE (1) BOTH QUALIFIED INSTITUTIONAL BUYERS ("QIBS") AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AS WELL AS QUALIFIED PURCHASERS ("QPS") WITHIN THE MEANING OF SECTION 2(A)(51) OF THE US INVESTMENT COMPANY ACT OF 1940 (THE "US INVESTMENT COMPANY ACT") OR (2) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATIONS UNDER THE US SECURITIES ACT ("REGULATION S") WHO ARE NOT US PERSONS AS DEFINED IN REGULATIONS. IMPORTANT: You must read the following before continuing. The following applies to the document following this page (the ''Document"'), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Document. In accessing the Document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any infomtation from Green REIT pic (the ''Company"), Green Property REIT Ventures Limited (acting as the Investment Manager to the Company), J.P. Morgan Securities pic ("JPM") or J&E Davy ("Davy") (JPM and Davy each a bank and together, the "Banks") as a result of such access. IF YOU ARE NOT THE INTENDED RECIPIENT OF THIS MESSAGE, PLEASE DO NOT DISTRIBUTE OR COPY THE INFORMATION CONTAINED IN THIS ELECTRONIC TRANSMISSION, BUT INSTEAD DELETE AND DESTROY ALL COPIES OF THIS ELECTRONIC TRANSMISSION. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND UNDER CIRCUMSTANCES THAT WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE US INVESTMENT COMPANY ACT. THE COMPANY HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US INVESTMENT COMPANY ACT AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THAT ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. THE FOLLOWING DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND YOU ARE NOT AUTHORISED TO, AND YOU MAY NOT, FORWARD OR DELIVER THE DOCUMENT, ELECTRONICALLY OR OTHERWISE, TO ANY PERSON OR REPRODUCE THE DOCUMENT IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE US SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. THE ATTACHED DOCUMENT IS ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("MEMBER STATES") WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(l)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING AMENDMENTS BY DIRECTIVE 2010/73/EU TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE)) ("QUALIFIED INVESTORS"). 4. In addition, this electronic transmission and the Document is only directed at, and being distributed: (A) in the United Kingdom, to persons (i) who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or who fall within Article 49 of the Order, and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended; (R) in Ireland, to Qualified Investors who are "professional clients" as defined in Schedule 2 of the European Communities (Markets in Financial Instruments) Regulations (Nos I to 3) 2007 of Ireland; and (C) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as "relevant persons"). This document must not be acted on or relied on (a) in the United Kingdom and Ireland, by persons who are not relevant persons, and (b) in any Member State other than the United Kingdom and Ireland, by persons who are not Qualified Investors. Any investment or investment activity to which this docnment relates is available only to (I) in the United Kingdom and Ireland, relevant persons and (2) in any member state of the European Economic Area other than the United Kingdom and Ireland, Qualified Investors and other persons who are permitted to subscribe for the Ordinary Shares pursuant to an exemption from the Prospectus Directive and other applicable legislation, and will only be engaged in with such persons. Confirmation of your Representation: In order to be eligible to view the Document or make an investment decision with respect to the securities, investors (I) must be either (a) both QIBs and QPs or (b) non- US persons outside the United States transacting in an offshore transaction (in accordance with Regulation S under the US Securities Act), (2) if located in the United Kingdom and Ireland, must be relevant persons and (3) if located in any member state of the European Economic Area other than the United Kingdom and Ireland, must be Qualified Investors. By accepting the e-mail and accessing the Document, you shall be deemed to have represented to the Company, the Investment Manager and each of the Banks that ( l) you have understood and agree to the terms set out herein, (2) you and any customers you represent are (a) both QlBs and QPs or (b) outside the United States and are not US persons and the electronic mail address to which this e-mail and the Document has been delivered is not located in the United States, (3) if you are located in the United Kingdom or Ireland, you and any customers you represent are relevant persons, (4) if you are located in any member state of the European Economic Area other than the United Kingdom or Ireland, you and any customers you represent are Qualified Investors, (5) you consent to delivery of the Document and any amendments or supplements thereto by electronic transmission and (6) you acknowledge that this electronic transmission and the Document is confidential and intended only for you and you will not transmit the Document (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person. You are reminded that the Document has been delivered to you or accessed by you on the basis that you are a person into whose possession it may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not. nor are you authorised to, deliver or disclose the contents of the Document to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has heen or will be taken in any jurisdiction by the Company or the Investment Manager or any of the Banks that would, or is intended to, permit a public offering of the securities, or possession or disuibution of a Prospectus (in preliminary, proof or final form) or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Banks or any affiliate of the Banks is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Banks or such affiliate on behalf of the Company or the Investment Manager in such jurisdiction. The Document has been sent to you or accessed by you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of the Company, the Investment Manager, any Bank and their respective affiliates, directors. officers, employees. representatives and agents or any other person controlling the Company. the Investment Manager, any Bank or any of their respective affiliates accepts any liability or 5. responsibility whatsoever. whether arising in tort, contract or otherwise which they might have in respect of this electronic transmission. the Document or the contents thereof. or in respect of any difference between the document distributed to you in electronic fom1at and the hard copy version available to you on request from the Company, the lnvesunent Manager or any Bank. Please ensure that your copy is complete. If you receive the Document by e-mail, you should not reply to the e-mail. Any reply e-mail communications. including those you generate by using the "Reply" function on your e-mail software. will be ignored or rejected. If you receive this Document by e-mail. your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from vimses and other items of a desouction nature. 6. THIS PROSPECTUS AND A~'Y ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR niMEDIATE ATTENTION. If you are in any doubt as to what action you should take, or the contents of this Prospectus, you are reconmtended to consult immediately ycmr stockbroker, bank manager, solicitor, fund manager or other independent financial ad~or (being in the case of Shareholders in Ireland, an organisation or finn authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations (Sos. I to 3) 2007 or the lm'eslment lntermediari~ Act 1995 (as amended) and, in the case of Shareholders resident in the United Kin~dom, a finn authori..ed under lhe Financial Services and 1fark{'ts Act 2000 las amended) ("FSMA") or otherwise from an appropriately authorised independent financial adisor if you are in a territory outend any documents issued hy the Company in connection with the Cupital Raise. if and when received. at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effect.ed for delivery to the purchaser or transferee e-.;cept that ~uch document.s should not he sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations. including but not limit.ed to the United Stales and the Excluded Territories, or to US Perr-ons. If you have sold or otherv:ise transferred pan nf your holding of E.--.:isting Ordinary Shares prior to such date, please consuh the stockbroker, bank or other agent through whnm the sale or transfer was effectrd and refer to the insuuctions regarding split applications set out in the Application Fonn. u your regi~tered holding(s) of Existing Ordinary Shares which were sold or transferred wae held in uncertificated fonn and were sold or transferred before 6.00 p.m. on 3 April 2014. a claim u-ansaction v.ill automatically be generated by CREST which, on settlement, will transfer the appropriate number of Open Offer Entitlemenltt 1 Nme2 Note3 Nott 4 and6 ~on-bip in the amount of 74.6 million (which rclleCL~ the Company's 50% interest in the Central P..u:lr.Limitcd Panner,hip). 3.3 A cash pa~ment to d1e seller satisfied from the Group~ existing o:a:.h re~rves m tho:: amount of 40.2 million. ]A The Cnoup'~ ~hare ofthe e.hich has a term uf ~h montlL) will be replac.:d by a tenn loan from one or more third party lending insutution~. Tho:: U.."illl~ and conditiom. of this tenn loan have not yet l:lct:n n~gotiatcd. 11 17. B.9 Profit forecasts: B.IO Report on the historical financial information - qualifications: B.ll Working capital - qualifications: 8.34 Investment policy: 4. Thi~ adjumncm reprc~enL~ the completiun of the Group'~ JOO'} ii.C!.juhitiun of !he Dan~ke ~ Ponfolio. The Dan~kl.' 2 Ponfolio was acqutred by the Group lollld cost, in aggregate. :?.2.8 million, repre:-.en~d hy: 4.1 The paymeot of a depo~il by a .holly ow~d Group company un ~3 December ::!013 totalling fl.J million in respect of 30-33 ~iole~worth Suect, Dublin 2. 4.::! The pa)ment of a deposit hy "'wholly oY.'Iled Group company on 23 De~mber 2013 totalling f0.9 million in respect of the Onnond Building. Dublin 7. 4.3 Payment of the balance of the com.ideration dlll.' on the Danske 2 Portfolio in the amount of 19.9 million on 5 March 2014. bcing the dme of completion. 4.4 The crJn,iderathm paid i~ equivalent to (a) the e..~tima~ market value at 31 Decemher :!013 of 30-33 Molesworth, Dublin ! of f3.0 miHon {Which appnrdmate~ the fair value) and ibl the c. only and not profit forecasts. There can be no as,.urance that these targets can or w111 be met and they should not be seen as an indication of the Group's expected or actual results or returns. Accordingly imestors should not place any reliance on these targets in deciding whether to invest in the New Ordinary Shares. In addition. prior to making any investment decision prospective investors !>hould carefully consider the risk factors de!icribcd in Part n (Risk Factor.~) of the Prospectus. 12 18. The Management Team may also consider propeny development or redevelopment opponunities but currently expects that this will fonn a limited component of the overall ponfolio bearing in ntind the principal focus of the Group on cash flow and dividend distribution. At any point in time, the aggregate development costs incurred in respect of assets under development at that time will not exceed 15% of the Company's most recently published NAY. The Group also intends to refrain from disposing of any asset within the period of three years from completion of development of that asset where development costs exceed 30% of the market value of that asset at the date of commencement of the development, as to do so may cause the Company to incur a tax charge under the Irish REIT Regime. This tax liability becomes due on the profits received from any such disposal. The Group has the ability to enter into a variety of investment structures, including joint ventures, acquisitions of controlling interests or acquisitions of minority interests within the parameters stipulated in the Irish REIT Regime. There is no limit imposed on the proponion of dte Group's ponfolio that may be held through joint ventures. although the Board's current expectation is that no more than 50% of the Company's net equity investment would be in the form ofjoint venture investments. Gearing The Group will seek to use gearing to enhance Shareholder returns over the long term. The level of gearing is monitored carefully by the Board in light of the cost of borrowing and the Group will seek to use hedging where considered appropriate to mitigate interest rate risk. The Board currently intends that gearing, represented by the Group's aggregate borrowings as a percentage of the market value of the Groups total assets, will not exceed 35%. However the Board may modify the Group's gearing policy (including the level of gearing) from time to time in light of the then current econontic conditions, relative costs of debt and equity capital. fair value of the Company's assets, growth and acquisition opponunities or other factors the Board deems appropriate. In any event, under the Irish REIT Regime. the Group is restricted to a REIT LTV ratio which does not exceed 50%. Restrictim1s Pursuant to the Irish REIT Regime, the Group is required, among other things, to conduct a Property Rental Business consisting of at least three propenies, with the market value of any one property being no more than 40% of the total market value of the propenies in the Company's Property Rental Business. The Company has a three year grace period from the date of becoming an Irish REIT by the end of which it must comply with these requirements. Once fully invested, the Company will have a greater degree of diversification within the portfolio than the minimum required under the Irish REIT Regime, and the Group's ponfolio will continue to consist of a minimum of five properties with no one propcny investment exceeding 30% of the Group's total assets (including cash) at Lhe time of acquisition. Further. at least 75% of 13 19. B.36 Regulatory status: 8.37 Typical investors: 8.38 Investment of 20% or more of its gross assets in a single underlying issuer or investment company: R.39 Investment of 40% or more of its gross assets in another collective investment undertaking: the Group's annual Aggregate Income must be derived from its Property Rental Business and at least 75% of the market value of its assets must relate to its Property Rental Business. The Company is incorporated and operates under the Irish Companies Acts and the regulations made thereunder. The Company is curTently not subject to regulation by the Central Bank as a variable capital investment company pursuant to Part XIII of the I990 Act, a unit trust pursuant to the Unit Trusts Act I990 or as another form of regulated fund pursuant to any other collective investment scheme legislation in force in Ireland. Based on the provisions ofAIFMD and the AIFMD Regulations it is considered by the Directors that the Company may be an AIF within the scope of AIFMD and the AIFMD Regulations. If the Company is determined to be an AIF it may be categorised as an unregulated AIF or it may be brought within the scope of Irish collective investment scheme legislation as a regulated AIF. The Company elected to be an Irish REIT on 18 July 2013. The Group is a Group REIT and for the purposes of the Irish REIT Regime, the Company is the Principal Company. The Company and the Group will need to comply with certain on-going conditions and requirements in order to maintain Group REIT status (including minimum distribution requirements). The typical investors in the Company are expected to be institutional and sophisticated investors, and/or all types of private investors acting on the advice of their stockbroker or financial advisor, who are looking to allocate part of their investment portfolio to the Irish commercial real estate market, as well as specialised international real estate investors. An invesunent 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 in the New Ordinary Shares, for whom an investment in the New Ordinary Shares constitutes pan 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. Investors may wish to consult their stockbroker, bank manager, solicitor, accountant or other independent financial advisor before making an investment in the Company. Not applicable. The Group will not invest 20% or more of its gross assets in a single underlying issuer or investment company. and 20% or more of its gross assets will not be exposed to the creditworthiness or solvency of any one counterpany. Not applicable. The Group will not invest 40% or more of its gross assets in another collective investment undertaking. 14 20. 8.40 Applicant's service providers: lnvestmeni management arrangements The Investment Manager Agreement has been entered into between the Company and the Investment Manager pursuant to which the Investment Manager has been appointed on an exclusive basis to acquire properties on behalf of the Company, to manage the Company's assets and properties on behalf of the Company, to provide or procure the provision of various accounting. administrative, registration, reporting, record keeping and other services to the Company and to act as the Company's agent in the performance of the services under, and the conduct of material contractual dealings pursuant to, and in accordance with, the Investment Manager Agreement (subject to certain reserved matters), The Investment Manager Agreement provides that the Investment Manager shall be entitled to the Base Fee and the Performance Fee during the tem1 of the Investment Manager Agreement. The Investment Manager shall also be entitled to additional fees to be agreed with the Company in respect of the provision of any additional agreed services. Cash Manager Agreement The Company has appointed the Cash Manager as discretionary investment manager of some or all cash not yet invested by the Group in property assets or otherwise applied in respect of the Group's operating expenses t:ntrusted from time to time by the Group for management by the Cash Manager pursuant to the temts and conditions of the Cash Manager Agreement with the aim of preserving the capital value of such assets. Subject to the Company providing the Cash Manager with reasonable notice when it requires the liquidation and/or transfer of a part of the entrusted assets in order to pursue the Group's investment policy, the Company has given the Cash Manager full discretionary authmity to invest in vatious types of financial instruments including cash deposits, temt deposits, depositmy bonds, fixed rate depository bonds, commercial paper, treasuries, bonds with short tenn to maturity and government securities as well as floating rate notes and other money market instruments. For the services provided under the Cash Manager Agreement, the Company shall pay the Cash Manager an annual fcc not exceeding 20 basis points of the cash value of the assets, determined in accordance with acceptable industty practice, entrusted to the Cash Manager, charged and payable quarterly in arrears, The Company shall bear any costs or expenses properly incurred by the Cash Manager or any of its affiliates or delegates under the Cash Manager Agreement. Registry senices Pursuant to the Registrar Agreement, the Registrar has been appointed to act as the Company's registrar. The Registrar was entitled to a one off management fee of 1 ,000 in relation to its services in connection with the Initial Issue and the creation of the share register. The Registrar is also entitled to a 15 21. B.41 Regulatory status of investment manager: 8.42 Calculation of Net Asset Value: fee of 2.25 per entry on the register per annum. subject to a minimum fee per annum of 4,000. and to additional fees for processing transfers, assisting at the Company's annual general meetings and other services. There is no maximum amount payable under the Registrar Agreement. The Registrar will also be entitled to certain out of pocket expenses. Treasury Advisor Pursuant to a retainer arrangement, JCRA (authorised and regulated by the FCA) provides advice to the Company and the Investment Manager in relation to treasury risk management issues. JCRA is entitled to a retainer fcc of 12,500 per quarter payable by the Company. The fees charged by JCRA will depend on Lhe services provided. There is therefore no maximum amount payable under the retainer arrangement. Audit services KPMG provides audit services to the Company. The annual report and accounts will be prepared in accordance with !FRS as adopted by the EU. The fees charged by KPMG will depend on the services provided, computed, among other things, on the time spent by the auditor on the affairs of the Company. There is therefore no maximum amount payable under KPMG's engagement letter. Investment Manager Green Property REIT Ventures was incorporated in Ireland on 24 June 2013 under the Irish Companies Acts (registered number 529378). It is currently not authorised or regulated. If the Company is an AIF (whether a regulated or unregulated AJF). the Investment Manager. as the Company's external manager, will be required to be authorised by the Central Bank as an AJFM under AlFMD. On the basis that the Company is likely to be considered to be an AIF. the Investment Manager has filed an application with the Central Bank to be authmised as an AJFM. At the date of the Prospectus, the Company has not appointed a depositary. Should the Investment Manager be authorised as the AIFM of the Company and/or required to do so by the Central Bank, it will be required to procure that the Company appoints a depositary in Ireland upon its authorisation as the AlFM of the Company. The NAY atnibutable to the Ordinary Shares will be published at the time of publication of the Company's interim and annual financial results through a Regulatory lnfonnation Service. The NAY will be based on the Company's real estate assets most recent valuations, as at 30 June and 31 December in each year, and calculated in accordance with !FRS as adopted by the EU. Valuations of the Company's real estate assets are made in accordance with the appropriate paragraphs of the RICS Red Book at the date of valuation. This is an internationally accepted basis of real estate valuation. The valuations will be undertaken by a suitably qualified independent valuation fim1 or firms. 16 22. 8.43 Cross liability: 8.44 Key financial information: 8.45 Portfolio: 8.46 Net asset value: C.l Description of type and class of securities being offered: C.2 Currency of the securities issue: C.3 Number of Ordinary Shares issued and par value: C.4 Rights attaching to Ordinary Shares: C.S Restrictions on transfer: Not applicable; the Company is not an umbrella collective investment undertaking and as such there is no cross liability between classes or investment in another collective investment undertaking. Green REIT has commenced operations and historical financial infonnation is included within this Prospectus. See element B. 7 of this Part 1 (Summary) for selected histmical key financial info1mation The Property Portfolio comprises of 16 investment properties all of which are located in Ireland and primarily Dublin. The Property Portfolio has been independently valued at 329.02 million as at 31 December 2013 (save for the Central Park Portfolio which was valued as at 20 February 2014). The Propet1y Portfolio comptises office (70.4% of the total gross value), retail (15.8% of the total gross value), industrial (2.7% of the total gross value) and other real estate assets (5.1% of the total gross value) and development land (located adjacent to the investment properties) (6.0% of the total gross value), all of which are located in Ireland. The Net Asset Value per Existing Ordinary Share at 31 December 2013 was 96.7 euro cents (calculated in accordance with EPRA guidelines). Paragraph C -Securities The Open Offer is being made to all Qualifying Shareholders. Pursuant to the Open Offer, the Company is proposing to offer in aggregate 267.727.272 New Ordinary Shares to Qualifying Shareholders at 1.12 per New Ordinary Share. When admitted to trading, the !SIN number of the New Ordinary Shares will be the same as that of the Existing Ordinary Shares. being IEOOBBR67J55. The !SIN number for the Open Offer Entitlements is IEOOBKGRCJ78. The New Ordinary Shares will be denominated in euro. On Admission, the Company will have in issue 356.969,696 fully paid New Ordinary Shares and 310,000,000 Existing Ordinary Shares each with a nominal value of 0.10 each, all of which will be issued fully paid. The New Ordinary Shares issued under the Placing and Open OtTer, when issued and fully paid. will be identical to and rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared after Admission. Pursuant to the Anicles, the Directors may, on the allotment and issue of any shares, impose restrictions on the transfer or disposal of such shares comprised in a par1icular allotment as may be considered by the directors to be in the best interests of the shareholders as a whole. 17 23. In addition, the Directors in their absolute discretion and without assigning any reason therefor may decline to register any transfer of a share which is not fully paid or any transfer to or by a ntinor or person with a mental disorder as defined by the Mental Health Act 200I, but this shall not prevent dealings in the shares from taking place on an open and proper basis. The Directors may decline to recognise any instrument of transfer unless: (a) the instrument of transfer is accompanied by the cenificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer (save where the transferor is a stock exchange nominee); (b) the instrument of transfer is in respect of one class of share only; (c) the instrument of transfer is in favour of not more than four transferees; (d) the instrument of transfer is lodged at the registered office of Company or at such place as the directors may appoint; (e) they are satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Ireland or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained; and (f) they are satisfied that the transfer would not violate the terms of any agreement to which the Company (or any of its subsidiaries) and the transferor are pru1 or subject The Directors may, under the Anicles. refuse to register a transfer of ruty shares in the capital of the Company if the transfer is in favour of any person, as determined by the directors, to whom a sale or transfer of shares, or whose direct, indirect or beneficial ownership of shares, would or might (i) cause the Company to be required to register as an "investment company" under the US Investment Company Act (including because the holder of the shares is not a "qualified purchaser" as defined in the US Investment Company Act) or to lose an exemption or status thereunder to which it might otherwise be entitled; (ii) cause the Company to be required to register under the US Exchange Act or any similar legislation; (iii) cause the Company not to be considered a 'foreign private issuer" as such temt is defined in rule 3b 4(c) under the US Exchange Act; (iv) result in a person holding shares in violation of the trrutsfer restrictions set fonb in any offering memorandum published by the Company, from time to time; (v) result in any shares being owned, directly or indirectly, by Benefit Plan Investors or Controlling Persons other than, in the case of Benefit Plan Investors, shareholders that acquire shares on or prior to Initial Admission with the written consent of the Company, and, in the case of Controlling Persons, shareholders that acquire the shrues with the written consent of the Company; (vi) cause the assets of the Company to be considered "plan assets" under the Plan Asset Regulations; (vii) cause the Company 18 24. to be a "controlled foreign corporation'' for the purposes of the Code; (viii) result in Ordinary Shares being owned by a person whose giving. or deemed giving, of the representations as to ERISA and the Code set forth in the Articles is or is subsequemly shown to be false or misleading: or (ix) otherwise result in the Company incurring a liability to taxation or suffering any pecuniary, fiscal, administrative or regulatory or similar disadvantage (any such person a "Non Qualified Holder"). Subject to the passing of the Resolutions at the EGM, the provision of the Articles described in sub-paragraph (v) above (and related provisions) will be amended to state "result in any shares being owned, directly or indirectly, by Benefit Plan Investors or Controlling Persons other than shareholders that acquire shares with the wrinen consent of the Company''. In addition, if it comes to the notice of the Company that any shares in the capital of the Company are owned directly, indirectly or beneficially by any Non Qualified Holder, the board may, under the Articles. serve a notice upon such Non Qualified Holder requiring such Non Qualified Holder to transfer the shares to an eligible transferee within 14 days of such notice; and, if the obligation to transfer is not met. the Company may compulsorily transfer the shares, in a manner consistent with the restrictions set forth in the Articles. Jf a Prope11y Income Distribution is paid to a Substantial Shareholder and the Company has not taken reasonable steps to avoid doing so, the Company would become subject to an additional tax charge. The Articles include provisions in order to enable the Company to demonstrate to the Irish Revenue that it has taken reasonable steps to avoid paying a Property Income Distribution to a Substantial Shareholder. Among other matters, these provisions allow the Directors to require the disposal of shares in the Company by giving notice in writing to the persons they believe are Relevant Registered Shareholders in respect of the relevant shares if (i) the directors believe such shares comprise all or patt of a Substantial Shareholding of a Substantial Shareholder and are not satisfied that such a Substantial Shareholder would not be beneficially entitled to the Property Income Distribution if it were paid; or (ii) there has been a failure to comply with a notice given by the directors, to the persons they believe are Relevant Registered Shareholders in respect of the relevant shares, to the satisfaction of the directors within the period specified in such notice; or (iii) any infonnation, certificate or declaration provided by any person in relation to shares in the Company for the purpose of the REJT provisions was materially inaccurate or misleading. In addition to any other right or power of the Company under the Irish Companies Acts, under the Articles the Directors may at any time give a Shareholder a notice requiring that Shareholder to notify the Company of his interest in any Ordinary Shares in the Company and where a Shareholder fails to comply witlt such notice or any notice served by the Company under the hish Companies Acts. the Directors may serve a further notice on the relevant Shareholder directing that, amongst other things. where 19 25. C.6 Admission to trading: C.7 Dividend policy: D.I Key information on the key risks that are specific to the issuer or its industry: the relevant Ordinary Shares represent at least 0.25% of the issued share capital of that class, save in specified circumstances, no transfer of any of such shares shall be registered. The Placing and/or Open Offer ofNew Ordinary Shares to persons located or resident in, or who are citizens of, or who have a registered address in, countries other than Ireland or the United Kingdom, and the holding of New Ordinary Shares by such persons, may be affected by the law or regulatOiy requirements of the relevant jurisdiction, which may include restrictions on the free transferability of such New Ordinary Shares. Investors in such jurisdictions should consult their own advisors prior to an investment in the New Ordinary Shares. The Existing Ordinary Shares arc listed on the Official Lists and are traded on the regulated markets for listed securities of the Irish Stock Exchange and the London Stock Exchange. Application will be made to (i) the Irish Stock Exchange for the New Ordinary Shares to be admitted to listing on the primary listing segment of the Official List of the Irish Stock Exchange; (ii) the UK Listing Authority for the New Ordinary Shares to be admitted to listing on the premium listing segment of the Official List of the UK Listing Authority; (iii) the Irish Stock Exchange Limited for the New Ordinary Shares to be admitted to trading on its regulated market for listed securities; and (iv) to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed secmities. Subject to certain conditions being satisfied, it is expected that Admission will become effective and that dealings will commence in the New Ordinary Shares at 8.00 a.m. on 2 May 2014. The Directors maintain adividend policy which has due regard to sustainable levels of dividend cover and reflects the Directors view on the outlook for sustainable recurring earnings. Under the Irish REIT Regime, subject to having sufficient distributable reserves, the Company is required to distribute to Shareholders at least 85% of the Property Income of its Property Rental Business for each accounting period. The Company intends to pay dividends when it is considered appropriate to do so by the Board. However, in accordance with the Irish REIT Regime, provided it has sufficient distributable reserves, the Company's first dividend must be paid by 23 March 2015. Paragraph D - Risks Prior to investing in the New Ordinary Shares, prospective investors should consider the risks associated therewith. The risks relating to the Group and/or its industry include the following: The Group is externally managed and so the ability of the Group to achieve its investment objectives is significantly dependent upon the Investment Manager and the expertise of the Management Team. There can be no assurance that the Investment Manager will be successful in achieving the Group's investment objectives. 20 26. The Investment Manager Agreement has an initial term of five years from 12 July 2013 and upon expiry or tetmination of the Investment Manager Agreement (whether in accordance with its terms or otherwise) there is no assurance that an agreement with a new investment manager can be entered into on similar terms or on a timely basis and entry into an agreement with less favourable tenns or a replacement of the Investment Manager may have a material adverse effect on the Group's financial condition, business, prospects and results of operations. The Central Bank initiated a consultation process in July 2013 to assist it in dctennining whether a number of investment structures, such as REITs, should be treated as A!Fs for the purposes of the Central Bank's implementation of AIFMD. It is expected that RE!Ts such as the Company will be treated as AIFs for the purposes of AIFMD, although the position remains uncenain and subject to any feedback published by the Central Bank on the consultation process. On the basis that the Company is like!y to be considered to be an AIF, the Investment Manager has filed an application with the Central Bank to be authorised as an AIFM. If the Company is determined to be an AIF it may be categorised as an unregulated AIF or it may be brought within the scope of Irish collective investment scheme legislation as a regulated AIF. If it is categorized as a regulated AJF, this could result. among other things, in the Company becoming subject to the Central Bank's AIF Rulebook and the requirements therein applicable to retail investor AIFs. These requirements are prescriptive in a number of respects and could materially restrict the Company and may significantly impair the Company's ability to achieve its investment objectives. In addition, there is a risk that although the Company may be required to be authorised by the Central Bank as a regulated AIF the Central Bank may refuse to do so in which case the Company could not continue its business and would have to be liquidated. The Central Bank may refuse to authorise the Investment Manager as an AIFM and/or the Cenual Bank may refuse to permit the Investment Manager to continue to be the AJFM managing the Company on the basis that the Investment Manager is unable to meet the requirements ofAIFMD and as a consequence the Investment Manager would not be permitted to continue to manage the Company and a successor investment manager duly authorised as an AIFM would need to be appointed to perfonn these functions. The Group's perfonnance is subject to the conditions of the commercial propeny market in Ireland. Any deterioration in the Irish commercial prope11y market, for whatever reason. could result in declines in market rents received by the Group. in occupancy rates for the Group's properties and in the carrying values of the Group's prope11y assets (and the value at which it could dispose of such asscL,), any of which could have a material adverse effect on the Group's financial condition, business, prospects and results of operations. 21 27. The Group is subject to inherent risks arising from general and sector specific economic conditions in Ireland and in other countries. The global financial system began to experience difficulties in mid-2007, uncertainty continues to surround the pace and scale of global economic recovery and conditions could deteriorate. Sovereign debt defaults and European Union and/or Emozone exits could have a material adverse effect on the Group by, for example. impacting the availability of credit to the Group and causing uncertainty and disruption m relation to financing. Austerity and other measures introduced to limit or contain these issues may themselves lead to economic contraction and result in material adverse effects on the Group's financial condition, business, prospects and results of operation. The Central Park Bridge Facility matures only six months after the acquisition of the Central Park Ponfolio and The Central Park Limited Pannership, a 50:50 joint venture between the Company and the LVS Central Park Shareholder, may find it difficult or costIy to refinance the Central Park Bridge Facility before it matures. There can be no assurance as to how long it will take for the Group to invest any or all of the Net Proceeds in propeny and it may not find suitable propenies in which to invest all of the Net Proceeds. The Group expects to face competition from other propeny investors for the purchase of desirable propenies and in seeking creditwonhy tenants for acquired propenies. The existence and extent of competition in the commercial propeny market may also have a material adverse effect on the Group's ability to secure tenants for properties it acquires at satisfactory rental rates. Revenues earned from, and the capital value and disposal value of, proper1ies held by the Group and the Group's business may be materially adversely affected by a number of factors inherent in propeny management. The Group will rely on the expertise and experience of the Directors to supervise the management of the Groups affairs. The valuation of propeny and propeny related assets is inherently subjective. To the extent valuations of the Group's propenies do not fully reflect the value of the underlying propenies this may have a material adverse effect on the Group's financial condition. business, prospects and results of operations. The Company elected to be an Irish REIT on 18 July 2013 and the Group is a Group REIT but there is no guarantee that the Group will continue to maintain its Group REIT status (whether by reason of failure to satisfy the REIT conditions or otherwise). If the Group's status as a Group REIT were withdrawn it would then be subject to tax on the profits of its Property Rental Business and chargeable gains on disposal of property forming part of its Property Rental Business. 22 28. D.3 Key information on the key risks relating to the New Ordinary Shares and the Offer: The risks relating to the New Ordinary Shares and the Offer include the following: The marl of Qualifying CREST Shareholders (other than Excluded Shareholders) will be credited with Open Offer Entitlements, with effect from 8.00 a.m. on 8 April 2014, (iii) the New Ordinary Shares will be credited to the appropriate stock accounts of relevant Qualifying CREST Shareholders who validly take up their entitlements under the Open Offer as soon as practicable after 8.00 a.m. on 2 May 2014 and (iv) the share certificates for the New Ordinary Shares 10 be held in certificated fonn will be despatched to relevant Qualifying Non-CREST Shareholders (or their nominees) who validly take up their entitlements under the Open Offer by not later than 9 May 2014. The Finn Placing and the Placing will also complete in this timetable (subject to prior satisfaction of the conditions) with Admission of the New Ordinary Shares to be issued under the Firm Placing and the Placing expected to occur on 2 May 2014. Application Forms will not be sent to. and Open Offer Entitlemenls will not be credited to stock accounts in CREST of, persons with registered addresses in the United States or any Excluded Territory or their agent or intermediary, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiclion. There is no interest. including any conflicting interest, that is material to the Company or the Firm Placing and Placing and Open Oller. Save for the Company, there are no entities or persons offering to sell New Ordinary Shares. The Company and GP Holdings (which is majority owned and controlled by members of the Original Management Team (other than Mr. Pat Gunne) have agreed that. subject to certain customary exceptions, GP Holdings shall not sell any Ordinary Shares prior to the third anniversary of Initial Adntission. The Perfom1ance Fee Shares to be issued to the Investment Manager shall be issued on the relevant Perfonnance Fee Due Date and one third of such Perfonnance Fee Shares shall be subject to a lock up period of 18 months, a further one third shall be subject to a lock up period of 30 months and the remaining one third shall he subject to a lock up period of 42 months during which times there shall be no disposal of the relevant portion of the 25 31. Performance Fee Shares by the Investment Manager. unless a Lock Up Tetmination Event occurs in which case the Investment Manager shall be free to dispose of the relevant portion or, as the case may be, all of the Perfonnance Fee Shares in accordance with the Investment Manager Agreement. Any distributions or dividends attributable to Performance Fee Shares declared and paid during the lock up period shall be paid to and for the benefit of the Investment Manager. E.6 Dilution: Upon Admission the Enlarged Issued Share Capital is expected to be 666.969,696 Ordinary Shares. On this basis. the New Ordinary Shares will represent approximately 53.5% of the Company's Enlarged Issued Share Capital. Shareholders who do not or cannot panicipate in the Open Offer will have their proportionate shareholdings rn the Company diluted by approximately 53.5% as a consequence of the issue of the New Ordinary Shares. A Qualifying Shareholder who does take up his full entitlement under the Open Offer, will have his proponionate shareholding in the Company diluted by approximately 13.4% as a consequence of the Fimt Placing. E.7 Estimated expenses Not applicable: no expenses will be directly charged to any charged to investors: investor by the Company in respect of the Capital Raise. 26 32. PART II RISK FACTORS Any investment in the New Ordinary Shares is subject to a number ofrisks. According~', prior to making any investment decision, prospective investors should careful/.v consider all the infornwtion contained in this Prospectus and, in particular, the risk factors described below. 77Jis Prospectus also containsforward-looking statements that involve risks and uncertaimies. See "Forward Looking Statements" in Pan VI (lmportantlnfonnation) of this Pro.,pectus. The Company's actual results could differ materially from those anticipated in these fontard-looking statemems as a result of certain factors, including the risks faced by the Company described below and elsewhere in this Prospectus. Prospective investors should note that the risks relating to the Group, its industry (being the commercial real estate market in Ireland) and the New Ordinmy Shares summarised in the section ofthis Prospectus headed Part I (Sununa1)1) are the risks that the Directors believe to be the most essential to an assessment by a p1Vspective investor ofwhether to consider an investment in the New Ordinary Shares. However, as the risks lvllich the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective in-vestors should consider not only 1he infonnation on the key risks summarised in the section of this Prospectus headed Part/ (Summary) but also, among other things. the risks and uncertainties described be/0>: The Board considers the following risks 10 be material for prospective ilwestors in the Company. However. the following is not an exhaustive list or explanation ofall risks !hat prospective investors may face when making an investment in the New Ordinary Shares and should be used as guidance only. Additional risks and uncertaimies not currently known to the Board. or that the Board currently deems immaterial, may also have an adverse effect on the Group 'sfinancial condition, business, prospects and/or results ofoperations. In such a case, the market price ofNew Ordinary Shares could decline and investors may lose all or part of their investment. lmestors should consider carefully ll.!hether an investment in the New Ordinary Shares is suitable for them in light nf the information in this Prospectus and their personal circumstances. Ifinvestors are in any doubt about any action they should take, they should consult a competent independent pmfessional advisor lfhn specialises in advising on the acquisition of listed securities. The order in which risks are presented is not necessarily an indication ofthe likelihood qfthe risks actually materia/ising, ofthe potential significance ofthe risks or of the scope ofany potenlial harm to the Gmup'sfinancial condition, business, prospects and results ofoperations. Prospective investors should read this section in conjunction with this emire Prospectus. RISKS RELATING TO THE GROUP'S BUSINESS The Group is reliant on the performance of the lnves/menl Manager and the expertise of the Management Team The Group's asset portfolio is externally managed and the Group relies on the Investment Manager, and the experience, skill and judgment of the Management Team, in identifying, selecting and negotiating the acquisition of suitable investments. Furthemwre, the Group is dependent upon the Investment Manager's successful implementation of the Group's investment policy and investment strategies, and ultimately on its ability to create a property investment portfolio capabl-e of generating attractive returns. There can be no assurance that the Investment Manager will be successful in achieving the Group's investment objectives. The ability of the Group to achieve its investment objectives is therefore significantly dependent upon the expertise of the Management Team. The departure for any reason of a member of the Management Team could have an adverse impact on the ability of the Investment Manager to achieve the investment objectives of the Group. Any member(s) of the Management Team could become unavailable due, for exan1ple, to death or incapacity, as well as due to resignation. In the event of such depmture or unavailability of any member(s) of the Management Team. there can be no guarantee that the Investment Manager would be able to find and attract other individuals with similar levels of expe1tise and experience in the Irish commercial propeny 27 33. market or similar relationships with commercial real estate lenders, property funds and other market participants in Ireland. The loss of any member of the Management Team could also result in lost business relationships and reputational damage and. in particular, if any member of the Management Team transfers to a competitor this could have a material adverse effect on the Group"s competitive position within the Irish commercial real estate market. If alternative personnel are found, it may take time for the transition of those persons to the Investment Manager and the transition might be costly and ultimately might not be successful. The depanure of any of the Management Team without timely and adequate replacement of such person(s) by the Investment Manager may have a matetial adverse effect on the Group's financial condition. business, prospeel' and results of operations. The Investment Manager is also responsible for carrying out the day to day management and administration of the Group's affairs and, therefore, any disruption to the services of the Investment Manager (whether due to termination of the Investment Manager Agreement or otherwise) could cause a significant disruption to the Group's operations until a suitable replacement is found. The Group is also dependent on the Investment Manager's ability to procure and maintain access to the asset management operation of Green Property (which includes approximately 40 full time property. financial and support staff as well as systems and other supporting functions) and to retain the services of the members of the Management Team (and any support staff to the extent it employs support staff directly). No contractual agreement has been put in place regarding access to the asset management operation of Green Property as of the date of this Prospectus and were Green Propeny unwilling or unable to continue to provide such access this would have a material adverse effect on the Group. As the Group and the Investment Manager will rely on the asset management operation of Green Property. the Group is also dependent on the ability of Green Property to attract and retain the services of suitable property. financial and support staff. Competition for skilled staff is intense. There may be regulatory changes that affect pay and bonus structures and that may have an adverse impact on Green Property's ability to recruit and retain staff and on the Investment Manager's ability 10 maintain access to the asset management operation of Green Property. In addition, the Group has no control over the personnel of or used by the Investment Manager. If any such personnel were to do anything or be alleged to do anything that may be the subject of public criticism or other negative publicity or may lead to investigation, litigation or sanction, this may have an adverse impact on the Group by association, even if the criticism or publicity is factually inaccurate or unfounded and notwithstanding that the Group may have no involvement with. or control over. the relevant act or alleged act. Any damage to the reputation of the personnel of the Investment Manager could result in potential counterparties and other third parties such as occupiers, landlords, joint venture partners. lenders or developers being unwilling to deal with the Investment Manager and/or the Group. This may have a material adverse effect on the ability of the Group to successfully pursue its investment strategy and may have a material adverse effect on the Group"s financial condition, business, prospects and results of operations. As the only assets of t.he Investment Manager are the fees it receives under the Invesunent Manager Agreement, should the Group have any claims against the Investment Manager. the extent of its ability to recover damages will he limited. Although the Investment Manager has insurance to cover such claims, claims may not be compensated under such insurance in full or at all. The Investment Manager Agreement has an initial temt of five years from 12 July 2013 and thereafter shall continue for consecutive three year periods. unless tenninated by either party in accordance with its terms further described in paragraph 12.1, Part XIX (Additiol!al Jrifonnatiou). There can be no guarantee thattl1e Directors will continue to consider that the operation of the Investment Manager Agreement is in the best interest of the Group (whether as a result of changing market conditions, availability of alternative providers or otherwise). However, under the terms of the Investment Manager Agreement the Company is restricted in its ability to terminate the Investment Manager Agreement prior to the expiration of its initial term. Prior to expiration, the Company may tenninate the Investment Manager Agreement only in limited circumstances, including, among other things, if the Investment Manager is in breach of a material term of the Investment Manager Agreement and such breach, if capable of remedy, has either not been remedied or is not materially in the course of being remedied within thirty days of the defaulting party being notified of such breach. 28 34. See paragraph !2.!, Part XIX (Additional Information) for details on the Company's termination rights under the Investment Manager Agreement. There can be no assurance that the Invesunent Manager Agreement will be renewed at the end of the initial five year term or any subsequent three year term and furthermore in limited circumstances the Investment Manager may tenninate the Investment Manager Agreement upon notice in writing to the Company. Upon expiry or termination (whether in accordance with its terms or otherwise) of the Investment Manager Agreement, there is no assurance that an agreement with a new investment manager can be entered into on similar terms or on a timely basis. Any entry into an agreement with less favourable tenns or a replacement of the Investment Manager (whether on a timely basis or not) may have a material adverse effect on the Group's financial condition, business, prospects and results of operations. The past performance of the Management Team is not a guarantee of the future perfonnance of the Group The Investment Manager is wholly-owned and controlled by members of the Original Management Team and the Group is reliant on the Investment Manager to identify and manage prospective investments in order to create value for investors. This Prospectus includes certain inf01mation regarding the past performance of the Management Team in respect of other companies and ventures (including Green Propet1y Investment Fund I pic and Green Propet1y Ventures). The past performance of the Management Team is not indicative. or intended to he indicative, of the future perfomtance or results of the Group for several reasons. The Investment Manager was incorporated on 24 June 2013 and, accordingly, does not have any publically available historical financial statemenL> or otl1cr meaningful operating, financial or other performance data. As a consequence. at the date of this Prospectus, prospective investors in the Company have limited data to assist them in evaluating the prospective performance of the Invesunent Manager. The previous experience of the Management Team and companies and ventures advised and/or operated by members of the Management Team may not be directly comparable with the Group's proposed business. Differences between the circumstances of the Group and the circumstances under which the track record information in this Prospectus was generated include (but are not limited to) actual acquisitions and investments made, investment objectives, fee arrangements, structure {including for tax purposes). terms, leverage, perfonnance targets, market conditions and investment horizons. All of these factors can affect returns and impact the usefulness of performance comparisons and, as a result, none of the historical infom1ation contained in this Prospectus covering the performance of the Management Team is directly comparable to the Group's business or the returns which the Group may generate. The value of the Group :v properties and the rental income those properties produce will he .wbjectto fluctuations in the Irish property market The Group's performance is subject to, among other things, the conditions of the commercial property market in Ireland, which will affect both the value of any properties that the Group acquires and the rental income those properties produce. The value of real estate in Ireland declined sharply starting in 2007 as a result of econontic recession, the credit crisis and reduced confidence in global financial markets caused by the failure. or near-collapse, of a number of global financial institutions. Since peaking in 2007, the Irish commercial property market has seen a severe decline in the value of real estate assets, with an average decline of approximately 66% to the end of the first half of 2013. However. headline capital growth in values began to emerge in the third quarter of 2013, halting a consecutive 23-quarter decline, and property capital values eventually rose by 3.2% over the year (Source: IPD Commercial Property Index Q4 2013). There can be no assurance, however. tl1at any recovery will continue or be sustainable. Irish property values could decline further and those declines could be substantial, particularly if the economy were to suffer a further recession. Further declines in the performance of the Irish economy or the Irish property market could have a negative impact on consumer spending, levels of employment, rental revenues and vacancy rates and, as a result, have a materia) adverse effect on the Group's financial condition, business, prospects and results of operations. In addition to the general economic climate. the Irish commercial property market and prevailing rental rates may also be affected by factors such as an excess supply of properties, a fall in the general demand for rental propeny, reductions in tenants' and potential tenants' space requirements, the availability of credit and 29 35. changes in both domestic and international laws and governmental regulations (including changes in interpretation), including those goveming real estate usage, zoning and taxes, all of which are outside of the Group's control, and may cause investors to revisit the attractiveness of holding property as an asset class. These factors could also have a material effect on the Group's ability to maintain the occupancy levels of the propenies it acquires tiuough the execution of leases with new tenants and the renewal of leases with existing tenants, as well as its ability to increase rents over the longer tenn. In pmticular, non-renewal of leases or early termination by significant tenants in the Group's property portfolio could materially adversely affect the Group's net rental income. If the Group's net rental income declines, it would have less cash available to service and repay its indebtedness or make distributions to Shareholders and additionally the value of il' properties could further decline. In addition, significant expenditures associated with a property, such as taxes, service charges and maintenance costs, arc generally not reduced in proportion to any dcdinc in rental revenue from that property. If rental revenue from a property declines while the related costs do not decline, the Group's income and cash receipts could be materially adversely affected. Any deterioration in the Irish commercial property market, for whatever reason, could result in declines in market rents received by the Group, in occupancy rates for the Group's properties and in the carrying values of the Group's property assets (and the value at which it could dispose of such assets). A decline in the carrying value of the Group's property assets may also weaken the Group's ability to obtain financing for new investments. Any of the above may have a material adverse effect on the Group's financial condition, business, prospects and results of operations. Adverse developments in general economic conditions in Ireland and elsewhere and concerns regarding instability ofthe Eurozone may adversely affect tile Group The Group is subject to inherent risks arising from general and sector specific economic conditions both in Ireland and in other countries. The global financial system began to experience difficulties in mid-2007. This resulted in severe dislocation of financial markets around the world, significant declines in the values of nearly all asset cla"es and unprecedented levels of illiquidity in capital mmkets. Uncertainty continues to smTound the pace and scale of economic recovery, both in Ireland and globally, and conditions could deteriorate. Continuation or worsening of current strained global economic conditions and the volatility of internal markets could affect the Group. The precise nature of all the risks m1d uncertainties the Group faces as a result of the Irish and global economic outlook is difficult to predict, in view of uncertainty regarding the scale and pace of economic recovery. Consequential adverse effects could be manifested by any, all or a combination of: lack of available credit, reducing property values, decreasing rental values, difficulties in selling propenies at acceptable values or at all and tenant defaults. Speculation regarding the creditworthiness of the sovereign debt of various Eurozone countries, including Ireland. and various related events (including proposals for investors to incur write-downs on the face value of Greek sovereign debt, a number of ratings downgrades of the sovereign credit ratings for Ireland since emly 2009 and the taking of significant steps by the !Jish government to suppmt or recapitalise all domestic Irish banks and building societies) have given rise to concems that sovereign debtors might default and that one or more countries might leave the European Union and/or the Eurozone. despite efforts to suppon affected countries and the Euro as a cunency. The outcome of this situation remains unclear. Sovereign debt defaults and European Union and/or Eurozone exits (whether involving Ireland or other countries) could have a material adverse effect on the Group by, for example, impacting the availability of credit to the Group and causing uncertainty and disruption in relation to financing. Austerity and other measures (including, but not limited to currency redenomination or the reintroduction of exchange controls) introduced to limit, or to contain these issues, whether in Ireland or elsewhere, may themselves lead to economic contraction and result in adverse effects on the Group's financial condition, business, prospects and results of operations. The Company has a limited operati11g history The Company was incorporated on 24 June 2013 and, as the Company acquired il< first investment property only in October 2013. the Company has a limited operating history and financial track record. FunhcJmorc, except for the Interim Results set out in Part XII (Historical Financial Information) of this Prospectus, the Company docs not have any historical financial statements. As a consequence, prospective investors in the 30 36. Company have limited financial and operating data to assist them in evaluating the performance and prospects of the Company and the related merits of an investment in the New Ordinary Shares. This makes assessing the Company's potential future operating results difficult, and wi!llintit the comparability of the Company's operating results from period to period until the Company has a more established track record. Any investment in the New Ordinary Shares is subject to the risk that the Company will not achieve its investment objectives and that the value of any investment made by the Company, and of the New Ordinary Shares, could substantially decline. The Central Park Bridge Facility i< ofa limited duration The Central Park Lintited Partnership entered into a facility agreement dated 20 February 2014 with LVS II SPE IV LLC. a member of the LVS Group, for a bridge loan in the amount of !49,175,000 for a six month term from the date of drawdown of the loan (the central Park Bridge Facility"). The facility may be extended by mutual agreement but not for a period beyond 19 February 2015, being 364 days from the date of the agreement. Funher information on the Central Park Bridge Facility is set out in paragraph 12.2 of Part XIX (Additional Information). The Central Park Bridge Facility matures only six months after the acquisition of the Central Park Ponfolio and The Central Park Lintited Pannership may find it difficult or costly to refinance the Central Park Bridge Facility before it matures. In particular, if interest rates are higher when the loan is refinanced, The Central Park Limited Pannership's costs could increase. The Central Park Limited Pannership is currently in discuSets and/or the ability of the Group to acquire or dispose of properties and to secure or retain tenants on acceptable tenns and, consequently, may have a material adverse effect on the Group's financial condition. business, prospects and results of operations. In addition. significant concentration of investments in the Irish real estate market (and/or any particular sector within that market) may result in greater volatilily in the value of the Group's investments 34 40. and consequently its Net Asset Value and any downturn in such markets may have a material adverse effect on tlte Group's financial condition. business. prospects and results of operations. There may be circumstances where the Investment 1Wanager and/or members ofthe Management Team has/have a conflict ofinterest There may be circumstances in which the Investment Manager and/or members of the Management Team has or have, directly or indirectly, a material interest in a transaction being considered by the Group or a conflict of interest with the Group. Pursuant to the Investment Manager Agreement, the Investment Manager has agreed that, during the temt of the Investment Manager Agreement, it will not. and it will procure that none of its group companies (if any) and no Investment Manager Affiliate will (i) acquire or invest in property in Ireland which is within the parameters of the investment policy and the investment strategy of the Group set out in this Prospectus and any amendments thereto or (ii) act as investment manager, investment advisor or agcm. or provide administration. investment management or other services, for any person, entity, body corporate or client other than the Group, subject to limited exceptions. For more information on these exceptions and the aforementioned undertakings, see paragraph 12.1, Pru1 XIX (Additional b1formation). Additionally. each of the members of the Management Team has provided an undertaking to the Company tltat if he or a body cotporate or other person or entity that is controlled by him (alone or together with any other shareholder of an Investment Manager Affiliate) intends to participate in a Relevant Opportunity, he will first present the Relevant Opportunity to the Company. However. this undertaking would cease to be in effect upon the occurrence ofcertain events. including the termination of the Investment ManagerAgreement or the relevant member of the Management Team ceasing to be directly or indirectly beneficially interested in any shares or other ownership interests in any Investment ManagerAffiliate. See paragraph 12.1. Part XIX (Additional bifornwtion) for further information on the undertakings of the Management Team and the conditions that apply to these undertakings. The Investment Manager is wholly-owned and controlled by members of the Original Management Terun, which includes Mr. Stephen Vemon. In addition, members of the Management Team and the support staff available to the Investment Manager may have conflicts of interest in allocating their time and activity between the Investment Manager and other entities which they are currently involved with. Pursuant to the Investment Manager Agreement, the Investment Manager is to ensure that Stephen Vemon and Pat Gunne devote such time to the supervision and performance of the obligations of the Investment Manager under the Investment Manager Agreement as is necessary to enable the Investment Manager to comply with its obligations under the Investment Manager Agreement. For funher information on the Investment Manager Agreement see paragraph 12.1, Part XIX (Additional lnfonnation). The arrangements between /he Company and the Inves/menl Manager were negotiated in the context of an affiliated reilltionship and may contain terms that are less favourable to the Group than those which otherwise might have beell obtainedfrom unreillled parties The Investment Manager Agreement and the Company's internal policies and procedures for dealing with the Investment Manager were negotiated in the context of the Company's formation and the Initial Issue by persons who were, at the time of negotiation. members of the Original Management Team and affiliates of the Investment Mrutager and one another. Because these arrangements were negotiated between affiliated parties, their temts, including terms relating to fees, performance criteria, contractual or fiduciary duties, conflicts of interest and limitations on liability, indemnification and tennination, may be less favourable to the Group than otherwise might have resulted if the negotiations had involved unrelated parties from the outset. There may be circumstances M'llere Directors have a conflict ofinterest There may be circumstances in which a Director has. directly or indirectly. a material interest in a transaction being considered by the Group or a conflict of interests with the Group. Any of the Directors and/or any person connected with them may from time to time act as director. investor or be otherwise involved in other 35 41. investment vehicles (including vehicles that may have investment strategies similar to the Group's) which may also be purchased or sold by the Group. subject at all times to the provisions governing such conflicts of interest both in law and in the Articles. Mr. Stephen Vernon. who is a director of the Company, is also a director of the Investment Manager. Although procedures have been put in place to manage conflicts of interest. it is possible that any of the Directors and/or their connected persons may have potential conflicts of interest with the Group. For further information on conflicts of interests see paragraph 2 of Part X (Directors and Corporate Governance). Reputational risk in relation to the Board may materially adversely affect the Group The Board may be exposed to reputational risks. In particular, litigation, allegations of misconduct or opemtional failures by, or other negative publicity and press speculation involving any of the Directors. whether or not accurate, will harm the reputation of the relevant Director. Any dannage to the reputation of any of the Directors could result in potential counterparties and other third parties such as occupiers, landlords, joint venture partners, lenders or developers being unwilling to deal with the Group. This may have a material adverse effect on the ability of the Group to successfully pursue its investment strategy and may have a mate1ial adverse effect on the Group's financial condition, business. prospects and results of operations. Any costs associated with potential investments that do not proceed to completion will affect the Group's performance The Group must identify suitable investment opportunities, investigate and pursue such opportunities and negotiate property acquisitions on suitable terms, all of which require significant expenditure prior to consummation of the acquisitions. The Group expect.;; to incur certain third party costs. including in connection with financing. valuations and professional services associated with the sourcing and analysis of suitable assets. There can be no assurance as to the le'el of such costs and, given that there can be no guarantee that the Group will be successful in its negotiations to acquire any given property, the greater the number of potential investments that do not reach completion, the greater the likely adverse impact of such cost' on the Group's financial condition, business, prospects and results of operations. The Group's due diligence may not identify all risks and liabilities in respect ofan acquisition Prior to entering into an agreement to acquire any property, the Investment Manager, on behalf of the Group will perform due diligence on the proposed investment. In doing so, it would typically rely in part on third parties to conduct a significant portion of this due diligence (including providing legal reports on title and property valuations). There can be no assurance, however, that due diligence examinations carried out by the Group or third parties in connection with any properties the Group may acquire will reveal all of the risks associated with that property, or the full extent of such risks. In particular, in the case of acquisitions of investments from receivers. the quality of responses to the Group's due diligence enquiries and/or the receiver's capacity to deal with the enquiries will typically be (and have typically been) limited to the actual knowledge of the receiver since his appointment. As a number of lhe properties were acquired from receivers, limited planning documentation and replies to planning enquiries were furnished. If it transpires that financial conditions imposed by various planning permissions. which the Group believes to have been previously paid, waived or otherwise off-set. in fact remain outstanding, then this could give rise to additional liabilities which the Group would be required to pay. Compulsory registration in the Land Registry of properties previously only registered in the Registry of Deeds has been introduced in Ireland and, where applicable, the relevant title deeds for each of the 16 investment properties not yet registered have been lodged in the Land Registry for this purpose and allotted a unique dealing number save for the Central Park Portfolio which will be lodged for registration following payment of stamp duty. The Land Registry examine the title to each property which may give rise to queries being mised and all queries raised by the Land Registry must be dealt with before the Land Registry will register title in each case in the Land Registry and consequently there may he a delay in registration of title. 36 42. Properties the Group acquires may be subject to hidden material defects that were not apparent at the time of acquisition. To the extent that the Investment Manager or other third parties underestimate or fail to identify risks and liabilities associated with an investment. the Group may be subject to one or more of the following risks: defects in title: environmental, structural or operational defects or liabilities requiring remediation and/or not covered by indemnities or insurance; an inability to obtain permits enabling it to use the property as intended: or acquiring properties that are not consistent with the Group's investment strategy or that fail to perform in accordance with expectations. Any of these consequences of a due diligence failure may have a material adverse effect on the Group's financial condition. business, prospects and results of operations. Changes in laws and regulations may have a material adverse effect on tile Group's financial condition, business, prospects and results ofoperations The Group's operations must comply with laws and governmental regulations (whether domestic or international (including in the EU)) which relate to, among other things, property, land use, development, zoning. health and safety requirements and environmental compliance. These laws and regulations often provide broad discretion to the administering authorities. Additionally. all of these laws and regulations are subject to change (including in interpretation), which may be retrospective, and changes in regulations could adversely affect existing planning consents, costs of property ownership, the capital value of the Group's assets and the rental income arising from the Group's property portfolio. For example, a number of the Group's occupational leases contain rent review clauses that, on their face, appear to be "upwards only" reviews. Following a recent High Com1 case (which is under appeal to the Supreme Court), there is a degree of uncertainty over the legal and judicial interpretation of certain "upwards only" rent review clauses. Such changes may also adversely affect the Group's ability to use a property as intended and could cause the Group to incur increased capital expenditure or running costs to ensure compliance with the new applicable laws or regulation which may not be recoverable from tenants. The occurrence of any of these event'i may have a material adverse effect on the Group's financial condition, business, prospects and results of operations. The Group may not acquire 100% control of investmmt.< and may therefore be subject to the risks associated with joint venture investments Pursuant to the Group's investment strategy, the Group may enter into a variety of investment structures in which the Company acquires less than a 100% interest in a particular asset or entity and the remaining ownership interest is held by one or more third parties. For example. the Company holds a 50% interest in The Central Park Limited Partnership which. through an entity owned by it, acquired the Central Park Pm1folio. Joint venture arrangements may expose the Group to the risk that: co-owners become insolvent or bankrupt, or fail to fund their share of any capital contribution which might be required, which may result in the Group having to pay the co-owner's share or risk losing the investment: co-owners have economic or other interests that are inconsistent with the Group's interests and are in a position to take or influence actions contrary ro the Groups interest.;; and plans (for example, in implementing active asset management measures). which may create impasses on decisions and affect the Group's ahility to implement its strategies and/or dispose of the asset or entity; disputes develop between the Group and co-owners, with any litigation or arbitration resulting from any such disputes increasing the Group's expenses and distracting the Board and/or the Investment Manager from their other managerial tasks; 37 43. co-owners do not have enough liquid assets to make cash advances that may be required in order to fund operations. maintenance and other expenses related to the property. which could result in the loss of current or prospective tenants and may otherwise adversely affect the operation and maintenance of the property; a co-owner breaches agreements related to the property, which may cause a default under such agreements and result in liability for the Group; the Group may, in cenain circumstances, be liable for the actions of co-owners~ and a default by a co-owner constitutes a default under mortgage loan financing documents relating to the investment, which could result in a foreclosure and the loss of all or a substantial portion of the investment made by the Group. Any of the foregoing may have a material adverse effect on the Group's financial condition. business, prospects and results of operations. For further information on The Central Park Limited Pannership see paragraph 12.2 of Pan XIX (Additional biformation). The Group may be subject to liability following the disposal ofinvestments The Group may be exposed to future liabilities and/or obligations with respect to the propetlies that it sells. The Group may be required or may consider it prudent to set aside provisions for warranty claims or contingent liabilities in respect of property disposals. The Group may he required to pay damages (including but not limited to litigation costs) to a purchaser to the extent that any representations or warranties given to a purchaser prove to be inaccurate or to the extent that the Group breaches any of its covenants or obligations contained in the disposal documentation. In certain circumstances, it is possible that representations and warranties incorrectly given could give rise to a right by the purchaser to unwind the conuact in addition to the payment of damages. Further, the Group may become involved in disputes or litigation in connection with such disposed investments. Certain obligations and liabilities associated with the ownership of investments can also continue to exist notwithstanding any disposal, such as cenain environmental liabilities. Any claims. litigation or continuing obligations in connection with the disposal of any properties may subject the Group to unanticipated com and may require the Management Team to devote considerable time to dealing with them. As a result. any such claims, litigation or obligations may have a material adverse effect on the Group's financial condition. business. prospects and results of operations. Tire Group's investment strategy includes the use ofgearing, which exposes the Group to riSessing the Company's potential future operating results difficult, and will limit the comparability of the Company's operating results from period to period until the Company has a more established track record. The Company's long-term growth will principally be driven by its ability to: maintain and increase occupancy rates and/or increase rental rates at its properties; enhance the value of its properties by applying a variety of asset management techniques (see paragraph 5.3 of Pan VIII (lnfonnation on the Group)); continue to grow its property portfolio through sourcing and acquiring new properties, consistent with its investment policy: successfully implement development projects. in line with its investment policy: and source capital for the acquisition, development and refurbishment of properties. 97 103. 2. Segments The Company has four operating segments: Retail Assets, Office Assets, Industrial Assets and Other Assets (being properties that do not fall into the preceding classifications). Where the Company owns a mixed use property, the revenues and expenses of that property will be allocated across more than one segment. The following table sets out the Company's gross rental income, Net rental income. Profit before taX and Total assets for each segment for the period ended 31 December 2013: Group Office Retail Industrial Other consolidated A.ssets Assets Assets Assets'" Unallocated position 2013 2013 2013 2013 2013 2013 '000 '000 '000 '000 '000 '000 Gross rental income 1,032 451 75 150 1.708 %of Group 60.4% 26.4% 4.4% 8.8% 100.0% Net rental income 1.017 367 69 (II) 1.442 %of Group 70.5% 25.5% 4.8% (0.1)% 100.0% Segment profit before tax 2.193 (1,192) (1,065) 1.462 1.398 %of Group 156.9% (85.3)% (76.2)% 104.6% 100.0% Total segment assets 108,144 52,727 19.257 17.006 108,579 305.713 %of Group 35.4% 17.2% 6.3% 5.6% 35.5% 100.0% Note: (I) Includes mixed use assets and a car park asset. 3. Factors Affecting Results of Operations 3.1 Rental Activity and Rental Rates The amount of net rental income generated by the Company's properties depends principally on the Company's ability to maintain the occupancy rates of currently leased space and to lease currently available space, newly developed, redeveloped or acquired space and space available from unscheduled lease terminations and its ability to maintain or increase rental rates at its properties. To the extent the vacancy rates at the Company's properties were to increase, whether due to a decrease in demand for commercial real estate or due to certain properties in the Company's portfolio being unavailable for occupancy for a period (due to required maintenance, redevelopment or other reasons), this could cause a reduction in the Company's net rental income. Conversely, a reduction in vacancy rates would generally have a positive impact on the Company