GRN.L Regulatory News (GRN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

6 November 2019

RECOMMENDED CASH OFFER

FOR

GREEN REIT PLC

by

HPREF DUBLIN OFFICE BIDCO LIMITED

AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF

THE HENDERSON PARK FUNDS

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER

CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

Sanction of the Scheme by the High Court

The independent committee of the Board of Directors of Green REIT plc ("Green REIT") announces that the High Court of Ireland has today sanctioned the scheme of arrangement between Green REIT and its shareholders under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme") pursuant to which HPREF Dublin Office Bidco Limited ("Bidco") will acquire the entire issued and to be issued share capital of Green REIT (the "Acquisition").

The Scheme and the Acquisition will become effective on delivery to the Registrar of Companies of the Court Order together with the minute of reduction required by section 86 of the Companies Act 2014 confirming the Reduction of Capital comprised as part of the Scheme and the Reduction of Capital shall become effective upon registration of the Court Order and minute of reduction by the Registrar of Companies.

Delivery and registration of the Court Order and minute of reduction is expected to occur at approximately 6.00 pm (Irish time) on 14 November 2019 (the "Effective Date"). Accordingly, the Effective Date is also expected to be the last date on which trading of Green REIT Shares on Euronext Dublin and the London Stock Exchange will occur. Cancellation of the admission of Green REIT Shares to trading on Euronext Dublin and the London Stock Exchange is expected to occur with effect from 8.00 am (Irish time) on 15 November 2019 (being the first business day following the Effective Date).

Distribution of cheques and crediting of CREST accounts for the cash consideration paid by Bidco to Scheme Shareholders under the terms of the Scheme is expected to commence as soon as practicable following the Effective Date, with CREST member accounts expected to be credited on 18 November 2019 and the distribution of cheques expected to be complete by 20 November 2019. In accordance with the requirements of the Irish Takeover Rules, all consideration paid by Bidco to Scheme Shareholders under the terms of the Scheme will be distributed by no later than 28 November 2019.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the scheme document published by Green REIT on 11 September 2019.

Statements required by the Irish Takeover Rules

The Green REIT Directors accept responsibility for the information contained in this announcement, except for any recommendation and related opinions of the Independent Green REIT Board. The Independent Green REIT Board accept responsibility for any recommendation and related opinions of the Independent Green REIT Board contained in this announcement. To the best of the knowledge and belief of the Green REIT Directors and the Independent Green REIT Board (who, in each case, have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

J.P. Morgan Securities plc, which conducts its UK and Ireland investment banking business as J.P. Morgan Cazenove, is authorised by the PRA and regulated by the PRA and the FCA. J.P Morgan Cazenove is acting as financial adviser exclusively for Green REIT and no one else in connection with the Acquisition and the matters set out in this announcement. In connection with such matters, J.P. Morgan Cazenove, its affiliates and their respective partners, directors, officers, employees and agents will not regard any person other than Green REIT as their client, nor will they be responsible to anyone other than Green REIT for providing the protections afforded to their clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to in this announcement.

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for Green REIT and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Green REIT for providing the protections afforded to clients of Davy or for providing advice in connection with the matters referred to in this announcement.

"Wells Fargo Securities" and "Eastdil Secured" are both trading names of Wells Fargo Securities International Limited. Wells Fargo Securities International Limited is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. Wells Fargo Securities International Limited (trading as "Wells Fargo Securities" and "Eastdil Secured") is acting exclusively as financial adviser to Henderson Park and Bidco and will not be responsible to anyone other than Henderson Park and Bidco for providing the protections afforded to its clients, or for providing advice in relation to the matters set out in this announcement.

Arthur Cox is acting as legal adviser to Green REIT and A&L Goodbody is acting as legal adviser to Henderson Park and Bidco.

This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

This announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

Overseas Shareholders

The distribution, release or publication of this announcement in or into certain jurisdictions other than Ireland or the United Kingdom may be restricted by the laws of those jurisdictions and therefore any persons who are subject to the laws of any jurisdiction other than Ireland or the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of such jurisdiction. This announcement is not intended to and does not constitute, or form part of, any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Rule 8 Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in, 1% or more of any class of 'relevant securities' of Green REIT, all 'dealings' in any 'relevant securities' of Green REIT (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3.30 p.m. (Irish time) on the 'business day' in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the 'offer period' ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Green REIT, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Green REIT by Henderson Park, or by any party Acting in Concert with Henderson Park, must also be disclosed by no later than 12.00 noon (Irish time) on the business day in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks above are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

Publication on website

A copy of this announcement will be available on Green REIT's website at https://www.greenreitplc.com/investorrelations/disclaimer-offer/ free of charge, subject to certain restrictions relating to persons in Restricted Jurisdictions, by no later than 12.00 noon (Irish time) on the business day following this announcement. Unless expressly provided otherwise, information contained on, or accessible through, any website referred to in this announcement is not incorporated into, and does not form part of, this announcement and any reference to a website in this announcement is an inactive textual reference only.