BREI.L Regulatory News (BREI)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION IN PARTICULAR THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN

13 March 2013

ISIS PROPERTY TRUST LIMITED ("IPT" OR THE "COMPANY")

PUBLICATION OF CIRCULAR

Further to the joint announcement made by the Company and IRP Property Investments Limited ("IRP") on 7 February 2013, the Board is pleased to announce that the Company has published a circular (the "Circular") in connection with the recommended proposals for the winding up and reconstruction of the Company (the "Scheme"). The Scheme will result in the Company's business and assets (including IPT's wholly owned subsidiary, IPT Property Holdings Limited, which holds the property portfolio) being transferred to a newly incorporated Guernsey company which is wholly owned by IRP, F&C UK Real Estate Finance Limited, in return for the issue of New Shares to IPT Shareholders.

The Board believes that this recommended merger of the Company with IRP will create a larger and more liquid investment company which will be more attractive to existing and new investors particularly given the significant changes that the UK wealth management sector is currently undergoing.

The Circular convenes a general meeting to be held on 11 April 2013 at 10.00 a.m. at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL (the "General Meeting"). An ordinary resolution will be proposed at the General Meeting, inter alia, to sanction the Scheme and special resolutions will be proposed to amend the Company's articles of association for the purposes of the Scheme's implementation and to approve the winding up of the Company and the appointment of the Liquidators.

If the resolutions are passed at the General Meeting and the other conditions of the Scheme are satisfied, it is expected that the Scheme will become effective on 11 April 2013.

Under the Scheme, IPT Shareholders will receive New Shares on a NAV for NAV basis. It is intended that the NAV per IPT Share and IRP Share will be calculated as at 31 March 2013 on the basis of a valuation of the respective property portfolios as at that date.

The NAV of each share will be calculated using each company's respective accounting policies (which are identical). The property valuations will be determined by the independent Valuer, who is the same for both portfolios. The NAVs of each company will be subject to adjustments for any dividends declared with a record date in the period from the date of the calculation of the respective NAVs to completion of the Scheme.

Based on the unaudited net asset values per IPT Share and per IRP Share as at 31 December 2012 of 92. and 72.0p respectively, adjusted for dividends expected to be paid in respect of the quarter to 31 December 2012 but not yet paid as at that date, an IPT Shareholder would receive 1.29 New Shares in IRP in respect of each IPT Share held.

The Prospectus published by IRP in connection with the Scheme includes a valuation report prepared by the independent Valuer as at 28 February 2013 and the aggregate Market Value of each of the IRP Property Portfolio, the IPT Property Portfolio and the Combined Portfolio, as at that date, are set out below:

Copies of the Circular are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of F&C Asset Managers Limited, Exchange House, Primrose Street, London EC2A 2NY and the registered office of the Company, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL.

A copy of the Circular will also be available free of charge from the Company's website, www.isispropertytrust.com, and via the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM

Enquiries:

Cantor Fitzgerald, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for IPT and no one else in relation to the Scheme and will not be responsible to anyone other than IPT for providing the protections afforded to clients of Cantor Fitzgerald nor for providing advice in relation to the proposed transaction.

This announcement is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Scheme or otherwise. Any response in relation to the Scheme will be made only on the basis of the information contained in the Circular or any other document by which the Scheme is made. IPT Shareholders are advised to read carefully the formal documentation in relation to the Scheme once it has been dispatched. This announcement does not constitute a prospectus or prospectus equivalent document.

Forward Looking Statements

This announcement contains statements about IPT and IRP that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans" "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", "continue", "should" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditure, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of IPT's operations and potential synergies resulting from the Scheme; and (iii) the effects of government regulation on IPT's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. IPT disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

APPENDIX - DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

References to the singular include the plural and vice versa.