Offer for JRIC

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

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS ANNOUNCEMENT OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT PERSONAL FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, FUND MANAGER OR OTHER APPROPRIATE INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UK OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER

For immediate release

13 November 2015

Recommended Cash Offer for

JAPAN RESIDENTIAL INVESTMENT COMPANY LIMITED ("JRIC")

by Nikko III Pte. Ltd. ("Bidco")

an investment vehicle indirectly wholly-owned by the Blackstone Funds

to be effected by way of a scheme of arrangement

under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)

Summary

The Bidco Board and the JRIC Board are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Bidco for the entire issued, and to be issued, share capital of JRIC (the "Offer").

Bidco is a newly-incorporated entity indirectly wholly-owned and controlled by the Blackstone Funds. Blackstone is a global leader in real estate investing. Blackstone's real estate business was founded in 1991 and, as of 30 September 2015, had approximately U.S.$93 billion in investor capital under management. Blackstone's real estate portfolio includes hotel, office, retail, industrial and residential properties in the US, Europe, Asia and Latin America. Major holdings include Hilton Worldwide, Invitation Homes (single family homes), Logicor (pan-European logistics), SCPG (Chinese shopping malls) and prime office buildings in the world's major cities. The Blackstone real estate business also operates one of the leading real estate finance platforms, including management of the publicly traded Blackstone Mortgage Trust, Inc.

Under the terms of the Offer, Scheme Shareholders will be entitled to receive 72 pence in cash (the "Offer Price") for each Scheme Share.

The Offer values JRIC's entire issued, and to be issued, share capital at approximately £152.6 million. The Offer Price represents a premium of approximately:

· 31.8 per cent. to the Closing Price of 54.6 pence per JRIC Share on 12 November 2015 (being the last practicable date prior to the commencement of the Offer Period);

· 32.7 per cent. to the Volume Weighted Average Price per JRIC Share of 54.2 pence during the three month period ended 12 November 2015 (being the last practicable date prior to the commencement of the Offer Period);

· 27.9 per cent. to the unaudited NAV per JRIC Share of 56.3 pence as at 31 May 2015, the date of JRIC's half year end; and

· 24.1 per cent. to the unaudited NAV per JRIC Share of 58.0 pence as at 31 August 2015.

As part of its evaluation of the Offer, the JRIC Board has commissioned an updated valuation of the Wider JRIC Group's property portfolio as at 31 October 2015. This valuation will be contained in the Scheme Document which is currently expected to be posted to JRIC Shareholders before the end of November.

The Offer is conditional on, amongst other things, the approval of the Scheme Shareholders at the Court Meeting, the approval of the JRIC Shareholders at the JRIC EGM and the approval by an ordinary resolution on a poll of Independent JRIC Shareholders to approve the Asset Management Transition Agreement at the JRIC EGM.

The JRIC Board also announces that it has received a separate approach from a third party at a price of 72 pence per JRIC Share which may or may not lead to an offer. Discussions with this third party are at an early stage and it is carrying out due diligence. This announcement does not constitute a firm intention to make an offer by this third party and there can be no certainty that any offer will ultimately be made by such third party or as to the terms on which any such offer would be made. JRIC notes that, in accordance with Rule 2.6(e) of the City Code, the third party will have until 5.00 p.m. on the date which is seven days before the Court Meeting to announce either a firm intention to make an offer for JRIC or confirm to JRIC that it does not intend to make an offer, in which case JRIC must promptly announce that fact and the third party will be treated as if it had then made a statement to which Rule 2.8 of the City Code applies. For the purposes of Rule 2.5 of the City Code, this announcement has not been made with the consent of this third party.

Commenting on the Offer Raymond Apsey, Non-Executive Chairman of JRIC, said:

"We are pleased to recommend the Offer - it represents an attractive price and is at a level that we believe should be put to our shareholders. It provides a healthy premium over the recent share price and provides certainty, in cash, for shareholders."

Commenting on the Offer, Alan Miyasaki, Director of Bidco, said:

"We continue to believe in the Japanese residential sector and the Offer represents an opportunity for Blackstone's real estate business to gain further exposure to high quality and well located residential assets in Tokyo and other major cities in Japan."

It is intended that the Offer will be implemented by way of a court-sanctioned scheme of arrangement under Part VIII of the Companies Law, further details of which are contained in the full text of this announcement. However, Bidco reserves the right to implement the Offer by way of a Takeover Offer, subject to the Panel's consent.

The JRIC Directors, who have been so advised by Liberum as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the JRIC Directors, Liberum has taken into account the commercial assessments of the JRIC Directors. Liberum is providing independent financial advice to the JRIC Directors for the purposes of Rule 3 of the City Code. Accordingly, the JRIC Directors unanimously recommend that the JRIC Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions at the JRIC EGM (or in the event that Bidco's proposal is implemented by way of a Takeover Offer, to accept or procure acceptance of such offer), as they intend to do in respect of the 75,916 JRIC Shares which they control, representing approximately 0.04 per cent. of JRIC's share capital in issue on 12 November 2015 (being the last practicable date prior to the release of this announcement).

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the JRIC EGM and the expected timetable, and will specify the action to be taken by Scheme Shareholders. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. A special resolution implementing the Scheme must also be passed by JRIC Shareholders representing at least 75 per cent. of votes cast at the JRIC EGM. In addition, the Offer is conditional on the approval, by an ordinary resolution on a poll, of the Asset Management Transition Agreement by the Independent JRIC Shareholders at the JRIC EGM.

It is expected that the Scheme Document will be posted to JRIC Shareholders before the end of November 2015 and, in any event (save with the consent of the Panel), within 28 days of this announcement.

The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document. The sources of financial information and bases of calculation contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 3.

This summary should be read in conjunction with the full text of this announcement and the Appendices. 

Enquiries:

Important notices relating to financial advisers

PwC, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco and for no-one else in connection with the Offer and will not be responsible to any person other than Bidco for providing the protections afforded to clients of PwC, nor for providing advice in relation to the Offer or any other matters referred to herein. Neither PwC nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PwC in connection with the Offer, any statement contained herein or otherwise.

Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to JRIC and no one else in connection with the Offer, and will not be responsible to anyone other than JRIC for providing the protections afforded to clients of Liberum or for providing advice in relation to the Offer or other matters referred to in this announcement. Neither Liberum nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with the Offer, any statement contained herein or otherwise.

Smith & Williamson, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as the nominated adviser to JRIC and no one else in connection with the Offer, and will not be responsible to anyone other than JRIC for providing the protections afforded to clients of Smith & Williamson or for providing advice in relation to the Offer or other matters referred to in this announcement. Neither Smith & Williamson nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Smith & Williamson in connection with the Offer, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of any offer to purchase, 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 Offer or otherwise, nor shall there by any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. JRIC Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been published. The Offer will be made solely by means of the Scheme Document, to be published by JRIC, which will contain the full terms and conditions of the Offer, including details for JRIC Shareholders of how to vote at the Meetings in respect of the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in the Scheme Document.

Bidco reserves the right to elect (with the consent of the Panel) to implement the Offer by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.

This announcement does not constitute a prospectus or a prospectus equivalent document.

This announcement has been prepared for the purposes of complying with Guernsey law, the AIM Rules and the City Code 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 and regulations of any jurisdiction outside the United Kingdom and Guernsey.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by law. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Guernsey, or JRIC Shareholders who are not resident in the United Kingdom or Guernsey, should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey to vote their JRIC Shares with respect to the Scheme and the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Unless otherwise determined by Bidco or required by the City Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Copies of this announcement and all documents relating to the Offer (in whole or in part) are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement and such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Any person (including, without limitation, any agents, custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other documents relating to the Offer to any jurisdiction outside the United Kingdom and Guernsey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. If the Offer is implemented by way of a Takeover Offer, (unless otherwise permitted by applicable law and regulation) such Takeover Offer may not be made, directly or indirectly, in or into any Restricted Jurisdiction, by the use of mail or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone), or by any facility of a national, state or other securities exchange of any Restricted Jurisdiction and such Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facility. Further details in relation to overseas shareholders will be contained in the Scheme Document.

Notices to US JRIC Shareholders

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities, nor is it a solicitation of any vote or approval in any jurisdiction, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation.

None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

The Offer relates to the shares of a Guernsey-registered company traded on AIM and is proposed to be effected by means of a scheme of arrangement under the Companies Law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934 or other US securities laws. Accordingly, the Offer is subject to disclosure requirements, rules and practices which are different from certain United States disclosure and other requirements. If, in the future, Bidco exercises the right to implement the Offer by way of a Takeover Offer and determines to extend the Takeover Offer into the US, it will be made in accordance with the procedural and filing requirements of US securities laws, to the extent applicable. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable (where relevant) in the United Kingdom and Guernsey that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US or the auditing of the Public Accounting Oversights Board (U.S.).

The receipt of cash pursuant to the Offer by a US shareholder as consideration pursuant to the terms of the Offer may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Scheme Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him, her or it.

Bidco is incorporated under the laws of Singapore. JRIC is incorporated under the laws of Guernsey. All of the directors of Bidco and JRIC are residents of countries other than the US. All of the assets of Bidco and JRIC are located outside of the US. As a result, it may not be possible for US holders of JRIC Shares to effect service of process within the US upon Bidco, JRIC or any of their respective directors or to enforce against any of them judgments of the US predicated upon the civil liability provisions of the federal securities laws of the US or the laws of any state or territory within the US. It may not be possible to sue Bidco, JRIC or any of their respective directors in a non-US court for violations of US securities laws. It may be difficult to compel Bidco, JRIC and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

Forward looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain "forward looking statements" concerning Bidco and JRIC and which are prospective in nature. All statements other than statements of historical fact included in this announcement may be forward looking statements. They are based on current expectation and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. Often, but not always, forward looking statements can be identified by the use of forward looking words such as "will", "may", "should", "continue", "believes", "expects", "aims", "targets", "plans", "estimates", "projects", "intends", "anticipates" or words or terms of similar substance or the negative thereof. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, whether express or implied. Forward looking statements may include statements relating to the following: (i) future capital expenditures, 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 Bidco's or JRIC's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation, or global economic conditions on Bidco's or JRIC's business.

The forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward looking statements. Due to uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Bidco and JRIC assume no obligation and do not intend to update any forward looking or other statements contained herein, except as required pursuant to applicable law.

No member of the Bidco Group or the JRIC Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will or may (or will not or may not) actually occur.

Except as expressly provided in this announcement, no forward looking or other statements have been reviewed by the auditors of the Bidco Group or the JRIC Group. All subsequent oral or written forward looking statements attributable to any member of the Bidco Group or JRIC Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the UK Financial Services and Markets Act 2000 (as amended) if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

No profit forecasts or estimates

Nothing in this announcement is intended, or is to be construed, as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per JRIC Share for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per JRIC Share.

Dealing disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the City Code, JRIC confirms that as at the date of this announcement it has 211,966,213 shares of £0.10 each in issue and admitted to trading on AIM. There are no treasury shares held. The International Securities Identification Number for the JRIC Shares is GG00B1FB3X85.

Information relating to JRIC Shareholders

Addresses, electronic addresses and certain information provided by JRIC Shareholders, persons with information rights and other relevant persons for the receipt of communications from JRIC may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the City Code.

Publication on JRIC's website and availability of hard copies

A copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on JRIC's website at www.jricl.com under the Shareholder Information sub-section of the Investors tab by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of this website are not incorporated in, and do not form part of, this announcement.

Copies of the documents listed in paragraph 17 below will also be available on JRIC's website at www.jricl.com under the Shareholder Information sub-section of the Investors tab by no later than 12 noon (London time) on the Business Day following the date of this announcement.

JRIC Shareholders may request a copy of this announcement (and any information incorporated into it by reference to another source) in hard copy form. You may also request that all future documents, announcements and information sent to you in relation to the Offer should be in hard copy form. Such a request may be made by calling Rachael Orchard of Wragge Lawrence Graham & Co LLP on +44 (0)870 903 1000 or by sending a request in writing to Wragge Lawrence Graham & Co LLP, 4 More London Riverside, London SE1 2AU marked for the attention of Rachael Orchard. Your attention is drawn to the fact that a hard copy of this announcement will not be sent to you unless so requested. Please note that calls to Wragge Lawrence Graham & Co LLP should be made between 9.30 a.m. and 5.30 p.m. and that Wragge Lawrence Graham & Co LLP cannot provide advice on the Offer or provide any financial, legal or tax advice.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS ANNOUNCEMENT OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT PERSONAL FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, FUND MANAGER OR OTHER APPROPRIATE INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UK OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER

For immediate release

13 November 2015

Recommended Cash Offer for

JAPAN RESIDENTIAL INVESTMENT COMPANY LIMITED ("JRIC")

by Nikko III Pte. Ltd. ("Bidco")

an investment vehicle indirectly wholly-owned by the Blackstone Funds

to be effected by way of a scheme of arrangement

under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)

1. Introduction

The Bidco Board and JRIC Board are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Bidco for the entire issued, and to be issued, share capital of JRIC.

It is intended that the Offer will be implemented by way of a court-sanctioned scheme of arrangement between JRIC and the Scheme Shareholders under Part VIII of the Companies Law. However, Bidco reserves the right to implement the Offer by way of a Takeover Offer, subject to the Panel's consent.

2. The Offer

Pursuant to the Offer, which will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document, upon the Scheme becoming Effective holders of Scheme Shares will receive:

for each Scheme Share 72 pence in cash.

The Offer values JRIC's entire issued, and to be issued, share capital at approximately £152.6 million. The Offer Price represents a premium of approximately:

· 31.8 per cent. to the Closing Price of 54.6 pence per JRIC Share on 12 November 2015 (being the last practicable date prior to the commencement of the Offer Period);

· 32.7 per cent. to the Volume Weighted Average Price per JRIC Share of 54.2 pence during the three month period ended 12 November 2015 (being the last practicable date prior to the commencement of the Offer Period);

· 27.9 per cent. to the unaudited NAV per JRIC Share of 56.3 pence as at 31 May 2015, the date of JRIC's half year end; and

· 24.1 per cent. to the unaudited NAV per JRIC Share of 58.0 pence as at 31 August 2015.

The Scheme Shares will be acquired by Bidco, pursuant to the Offer, fully paid up and free from all liens, equities, charges, security interests, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature and together with all the rights now or hereafter attaching thereto, including the right to receive in full all dividends and other distributions (if any) declared, paid, made or payable, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made, on or after the date of this announcement (see paragraph 7 of Part B of Appendix 1).

The JRIC Board also announces that it has received a separate approach from a third party at a price of 72 pence per JRIC Share which may or may not lead to an offer. Discussions with this third party are at an early stage and it is carrying out due diligence. This announcement does not constitute a firm intention to make an offer by this third party and there can be no certainty that any offer will ultimately be made by such third party or as to the terms on which any such offer would be made. JRIC notes that, in accordance with Rule 2.6(e) of the City Code, the third party will have until 5.00 p.m. on the date which is seven days before the Court Meeting to announce either a firm intention to make an offer for JRIC or confirm to JRIC that it does not intend to make an offer, in which case JRIC must promptly announce that fact and the third party will be treated as if it had then made a statement to which Rule 2.8 of the City Code applies. For the purposes of Rule 2.5 of the City Code, this announcement has not been made with the consent of this third party.

3. JRIC Board recommendation

The JRIC Directors, who have been so advised by Liberum as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the JRIC Directors, Liberum has taken into account the commercial assessments of the JRIC Directors. Liberum is providing independent financial advice to the JRIC Directors for the purposes of Rule 3 of the City Code. Accordingly, the JRIC Directors unanimously recommend that the JRIC Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions at the JRIC EGM (or in the event that Bidco's proposal is implemented by way of a Takeover Offer, to accept or procure acceptance of such offer), as they intend to do in respect of the 75,916 JRIC Shares which they control, representing approximately 0.04 per cent. of JRIC's share capital in issue on 12 November 2015 (being the last practicable date prior to the release of this announcement).

4. Background to and reasons for the Offer

Bidco believes that the acquisition of JRIC represents an opportunity to expand its footprint in the Japanese residential market, particularly in Tokyo and the other major cities. JRIC offers a portfolio of high quality, well located assets which are complementary to Blackstone's existing Japanese residential portfolio which has been actively expanding since 2013 and currently stands at more than 12,500 units.

This acquisition will continue to grow Blackstone's Japanese residential business and create further economies of scale.

5. Background to and reasons for the JRIC Board recommendation

JRIC is an authorised closed-ended, investment company incorporated in Guernsey and focused on making and holding investments in residential property in Japan. The JRIC Shares were admitted to trading on AIM on 13 October 2006 after completing a fundraising of £100 million at 100 pence per share.

Since 2006, JRIC's investment objective has been to provide JRIC Shareholders with stable income together with capital growth by investing in and holding Japanese residential property predominantly situated in major conurbations which offer attractive yields and the potential for capital growth. JRIC's property portfolio comprised 57 properties (2,697 rentable units) and was externally valued at approximately ¥46.8 billion (approximately £246.7 million) as at 31 May 2015, which represented a 2.1 per cent. increase over the portfolio valuation one year prior.

The Wider JRIC Group's property portfolio is externally managed by K.K. Halifax Asset Management (the "Asset Manager") and its affiliates.

JRIC was admitted to trading on AIM with a fixed life of seven years from its admission. On 19 July 2013, JRIC Shareholders voted in favour of extending the life of JRIC for a further five years. At the same time, JRIC set out its future strategy to:

· continue with its capital rotation strategy by selling selected non-core assets and using the proceeds to make new opportunistic purchases of high quality, attractively priced properties, which was expected to be accretive from an earnings standpoint while helping to grow NAV and improve the prospects of capital gains;

· focus its attention on Tokyo, Osaka and Nagoya, which the Asset Manager considered to represent the most attractive investment opportunities; and

· increase the size of JRIC and access alternative capital markets such as the Main Market of the London Stock Exchange, which would provide advantages to JRIC Shareholders by creating greater economies of scale, greater liquidity in JRIC Shares and access to capital to put to work in accretive acquisitions identified by the Asset Manager.

On 24 October 2013, JRIC completed a fundraising of £15.4 million which was fully deployed by the end of March 2014 with the purchase of nine properties at a prospective net operating yield of 5.2 per cent.

On 9 June 2014, JRIC announced that it would pursue a listing on the Main Market (Premium Listing Segment) of the London Stock Exchange to position itself for further growth. On 12 December 2014, JRIC announced that whilst progress was being made on the move to the Main Market it was also engaged with its advisers in a wide-ranging review of its structure and investment/asset management arrangements to ensure that JRIC was well positioned for its next growth phase with a robust and efficient operating structure. It was intended that these initiatives were to be implemented in conjunction with the planned move to the Main Market. These proposed initiatives comprised:

· a partial internalisation of JRIC's offshore investment management activities and establishment of an office in Singapore and the transfer of a senior employee of the Asset Manager to that office, whilst continuing to rely on the Asset Manager for asset management services in Japan;

· an adjustment to the fees payable to the Asset Manager upward from the existing 0.5 per cent. of gross asset value (which equates to approximately 1.0 per cent. of NAV based on a gearing rate of 50 per cent.) to approximately 1.3 per cent. of NAV. This was based on a comprehensive review of JRIC's investment advisory fee and in order to align the interests of JRIC Shareholders more closely with those of the Asset Manager, retain and motivate the expertise of the Asset Manager and its senior management and restore the effectiveness of the performance fee as an incentive; and

· an amendment to the term of the existing investment adviser agreement with the Asset Manager from the current 12 months, to a fixed four year term commencing with effect from 1 December 2014.

On 23 July 2015, in JRIC's interim results for the period ended 31 May 2015, the JRIC Board noted that whilst the Main Market move was progressing, the procedures and documentation required for the initiative were far more extensive than initially anticipated.

In light of the approach from Bidco the planned move to the Main Market has been put on hold pending the outcome of the Offer.

In recent years, JRIC Shareholders have enjoyed a stable dividend yield but the market for JRIC Shares has remained relatively illiquid.

The JRIC Board believes that JRIC's strategy to continue with the measured capital rotation, continue the JRIC portfolio's geographic focus and move to the Main Market to raise capital and execute on earnings accretive acquisitions would drive growth for JRIC Shareholders. However, the JRIC Board also recognises that this strategy would take time to execute and is subject to events and market developments outside JRIC's control and so carries risk and uncertainty for JRIC Shareholders.

The cash offer from Bidco provides JRIC Shareholders with certainty, accelerates the realisation of JRIC Shareholder value and provides the opportunity to realise value at an attractive premium to JRIC's share price. The Offer Price represents a premium of approximately:

· 31.8 per cent. to the Closing Price of 54.6 pence per JRIC Share on 12 November 2015 (being the last practicable date prior to the commencement of the Offer Period);

· 32.7 per cent. to the Volume Weighted Average Price per JRIC Share of 54.2 pence during the three month period ended 12 November 2015 (being the last practicable date prior to the commencement of the Offer Period);

· 27.9 per cent. to the unaudited NAV per JRIC Share of 56.3 pence as at 31 May 2015, the date of JRIC's half year end; and

· 24.1 per cent. to the unaudited NAV per JRIC Share of 58.0 pence as at 31 August 2015.

As part of its evaluation of the Offer, the JRIC Board has commissioned an updated valuation of the Wider JRIC Group's property portfolio as at 31 October 2015 from external valuers. Full details of the valuation will be included in the Scheme Document which is currently expected to be posted to JRIC Shareholders before the end of November 2015.

6. Financing of the Offer

The Blackstone Funds have agreed by one or more direct or indirect capital contributions into Bidco to finance the entire cash consideration payable to Scheme Shareholders pursuant to the Offer. The consideration will initially be drawn from existing standby credit facilities which are available to the Blackstone Funds to finance fund investments pending drawdown of funds from the Blackstone Funds' limited partners.

PwC, as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Scheme Shareholders pursuant to the Offer.

7. Information relating to Bidco, Blackstone and the Blackstone Funds

Bidco

Bidco is a newly-incorporated entity formed for the purpose of the Offer and indirectly controlled and wholly-owned by the Blackstone Funds. Bidco is incorporated under the laws of Singapore and has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Offer.

Blackstone and the Blackstone Funds

Blackstone is a global leader in real estate investing. Blackstone's real estate business was founded in 1991 and, as of 30 September 2015, had approximately U.S.$93 billion in investor capital under management. Blackstone's real estate portfolio includes hotel, office, retail, industrial and residential properties in the US, Europe, Asia and Latin America. Major holdings include Hilton Worldwide, Invitation Homes (single family homes), Logicor (pan-European logistics), SCPG (Chinese shopping malls), and prime office buildings in the world's major cities. The Blackstone real estate business also operates one of the leading real estate finance platforms, including management of the publicly traded Blackstone Mortgage Trust, Inc.

In Japan, Blackstone's real estate business has recently invested considerable capital in the residential sector. This includes investing in substantially all of GE Japan Corporation's residential real estate business comprising over 200 residential properties, consisting of over 10,000 units located primarily in Tokyo, Osaka, Nagoya and Fukuoka.

As of 30 September 2015, the Blackstone Real Estate Partners Asia Fund had raised committed capital of U.S.$5 billion, making it the largest real estate fund devoted to the region. As of 30 September 2015, the Blackstone Real Estate Partners VIII Fund had raised committed capital of approximately U.S.$15.8 billion, making it the largest global property fund. Between the Blackstone Real Estate Partners Asia Fund and the Blackstone Real Estate Partners VIII Fund investments have been made in, amongst others, Australia, China, Singapore, Japan, the United States and the United Kingdom (as the Blackstone Real Estate Partners VIII Fund invests with its regional funds in these countries).

8. Information relating to JRIC

JRIC is an authorised closed-ended investment company incorporated in Guernsey whose principal objective is the generation of stable income and capital growth through the acquisition and management of quality Japanese residential properties. JRIC has assembled a large, diversified portfolio of residential properties in Tokyo and other major cities in Japan.

The JRIC Group reported total debt of ¥26,706 million (£140.7 million) and net assets of ¥22,645 million (£119.3 million), equivalent to ¥106.8 (56.3 pence) per share, as at 31 May 2015.

9. Current trading of JRIC

On 24 July 2015, JRIC released its interim results for the six months ended 31 May 2015, which included the portfolio valuation as at 31 May 2015 of ¥46.83 billion (£246.7 million) and an update on the performance of JRIC in substantially the form of the following extracts:

"Results

Gross rental income rose 3.5 per cent. to £8.7 million for the six months ended 31 May 2015 as compared with the same period one year prior. Increased revenues from new acquisitions outweighed the 6.9 per cent. decline in the average Yen/Sterling exchange rate. Property operating expenses rose as a result of the enlarged portfolio as well as from higher leasing expenses. Profit for the period rose 9.9 per cent. to £7.0 million or 3.3 pence per share, due primarily to the increase in unrealised valuation gains on investment property. In Yen terms, profit for the period rose 17.5 per cent. Underlying profit increased 2.4 per cent. to £3.7 million or 1.7 pence per share for the period due to increased rental income and reduced administrative and other expenses. In Yen terms, underlying profit per share increased 9.5 per cent.

Net asset value per share increased by a modest 0.2 pence to 56.3 pence during the six months ended 31 May 2015. Contributions from underlying profit of 1.7 pence and gains on fair value adjustments of 1.6 pence were largely offset by dividends paid in the amount of 1.8 pence, a net foreign exchange loss of 1.2 pence and losses from one-time adjustments totalling 0.1 pence. In Yen terms, NAV per JRIC Share increased 6.3 per cent. JRIC's NAV and the amount of income available for distribution in Sterling are directly affected by movements in the Yen against Sterling.

Borrowings

JRIC had loans payable in the amount of £140.7 million against investment property totalling £246.7 million at 31 May 2015. The loan-to-value ratio was 57.5 per cent., calculated as total outstanding loan principal as a proportion of appraised portfolio value. Gearing, calculated as total debt less cash and restricted reserves over total assets less cash and restricted reserves, was 50.1 per cent. The weighted average annual interest cost was 0.88 per cent. of the total debt outstanding, 48.6 per cent. was at floating rates, 20.4 per cent. was floating with a cap, and 31.0 per cent. was at fixed rates. JRIC's weighted average debt maturity was 3.4 years.

JRIC has no debt maturing prior to January 2017. Credit markets in Japan remain robust as lending terms continue to improve for borrowers, including increased leverage, longer tenors and lower interest rate spreads. In light of this, JRIC will continue to manage debt proactively with a view to mitigating interest rate and refinancing risk through early refinancing with extended maturities.

Our balance sheet remains strong as we continue to source attractively priced debt capital. We have more than halved the weighted average interest rate on total debt outstanding from 200bps in May 2010 to 88bps currently. We remain focused on maintaining a strong balance sheet and favourable financing to preserve the healthy investment return over financing costs.

Distributions

The Board approved an interim distribution of 1.8 pence per share in respect of the first six months of the financial year to 31 May 2015. This amount is 96.9 per cent. covered by underlying profit during the period with the shortfall being covered by cash reserves. The interim distribution was paid in cash only on 7 September 2015 to shareholders on the register on 7 August 2015.

In accordance with JRIC objective of achieving both steady income and capital growth, the Board intends to maintain a prudent and sustainable distribution policy.

Consistent with policy established on admission of JRIC to trading on AIM, the JRIC Directors do not intend to implement a policy of hedging the Yen against Sterling, JRIC's presentation currency. Accordingly, JRIC Shareholders should appreciate that JRIC is essentially a Yen investment and that the NAV in Sterling and the amount of income available for distribution in Sterling are directly affected by movements of Sterling against the Yen.

Outlook

JRIC holds a diversified portfolio of high quality residential properties with a property level yield of 5.2 per cent. The attractiveness of these assets is heightened by the low interest rate environment. With annual interest costs of 0.88 per cent., the portfolio is able to generate substantial amounts of free cash flow. We believe that investors will continue to be drawn to this sector in search of high levels of current income and good prospects for capital growth.

JRIC's current 6.8 per cent. dividend compares favourably to Japanese Real Estate Investment Trusts, whose shares trade at a 3.1 per cent. dividend yield and at a price to book value multiple of 1.3x.

JRIC has an ongoing capital rotation strategy whereby the proceeds from non-core asset sales are used to purchase properties with enhanced operating efficiency and greater prospects for capital growth.

Since commencing its capital rotation strategy in April 2013, JRIC has sold five non-core assets for a combined total sale price of ¥2,158 million (£13.9 million), a 27 per cent. premium to their most recent appraised values and an average exit yield of 4.1 per cent. JRIC's most recent disposal, the sale of Branche Kanamecho IV in Tokyo for ¥550 million (£3.1 million), was achieved in September 2014 at a 34 per cent. premium to appraised value and a 3.6 per cent. exit yield. Whilst helping to improve overall portfolio quality, capital rotation has also contributed significantly to profits in the past two financial years.

JRIC holds a further 23 small-scale properties (asset value less than ¥500 million (£2.6 million)) with an aggregate appraised value as at 31 May 2015 of ¥9,111 million (£48.0 million) - or 19.5 per cent. of the total investment property. These small-scale assets are in high demand from wealthy individuals, who purchase them for Japanese inheritance tax planning purposes.

Since December 2013, JRIC has purchased ten assets for ¥11,420 million (£66.6 million), a 5.2 per cent. prospective net operating income ("NOI") yield, and on average a 0.9 per cent. discount to external appraised value. In 2014, JRIC again demonstrated its ability to acquire quality assets, amidst a highly competitive sourcing environment, at attractive price levels. On 7 July 2015, JRIC purchased the Minamisuna 7 Chome property in Tokyo for ¥488 million (£2.5 million), representing a prospective 4.7 per cent. NOI yield and 2.4 per cent. discount to external appraised value. The acquisition of Minamisuna 7 Chome further demonstrates our ability to rotate capital out of non-core assets and into new acquisitions in a way that is accretive to earnings and net asset value while enhancing overall portfolio quality."

Since the announcement on 24 July 2015 of JRIC's interim results for the six months ended 31 May 2015, JRIC has continued to trade in line with the JRIC Board's expectations. 

The real estate market in Japan has been characterised by value growth prompted by the easy monetary policy of the Bank of Japan which has generated investor demand for real estate, demand for condominiums in Tokyo, Osaka and Nagoya, and a steady continuing decline in cap rates.

On 7 July 2015, JRIC acquired Minamisuna 7 Chome Building, a seven story apartment complex located in Koto Ward, Tokyo. The purchase price was ¥488 million (£2.5 million), excluding tax and other acquisition costs, and the property had an estimated prospective net operating yield of 4.7 per cent. The property was purchased at a 2.4 per cent. discount to a recent externally appraised value of ¥500 million (£2.6 million). The property purchased was newly constructed in November 2014, has 539 square meters of net leasable area, and as at 7 July 2015 was 95.8 per cent. occupied. In addition to the 14 residential units, the property purchased has one retail unit tenanted by Seven Eleven Japan.

On 1 September 2015, JRIC announced that it had contracted on 31 August 2015 for the sale of Modulor Gakuenmae - a 48 unit apartment building located in Toyohira Ward, Sapporo. The sale price of ¥462 million (£2.5 million) excluding taxes and sales costs represented a 32.4 per cent. premium over the asset's latest independent, external valuation of ¥349 million (£1.9 million) as at 31 May 2015. After the repayment of debt in the amount of ¥220 million (£1.2 million), taxes and sale costs, the net proceeds of the sale to JRIC were expected to be approximately ¥227 million (£1.2 million) which will be held in cash reserves. On 1 October 2015, JRIC announced the completion of the sale of the property.

On 13 October 2015, JRIC announced that its NAV as at 31 August 2015 (unaudited) was 58.0 pence per JRIC Share compared to 56.3 pence per JRIC Share as at 31 May 2015. This NAV reflects increases of 0.8 pence from underlying profit and 1.1 pence of net foreign exchange gains which was offset by decreases of 0.1 pence from net loss on fair value adjustments and 0.1 pence from loss on one-time adjustments. The calculation of NAV is based on the most recent external valuation of investment properties as at 31 May 2015.

On 14 October 2015, JRIC announced that the portfolio occupancy rate on 30 September 2015 was 96.3 per cent., up 1.2 per cent. from the same date one year prior. Average occupancy for the 12 months ended 30 September 2015 was 95.2 per cent.

10. Offer related arrangements

Confidentiality agreements

Blackstone Singapore Pte. Ltd., an affiliate of Blackstone, and JRIC entered into a confidentiality agreement on 14 July 2015 (the "Confidentiality Agreement") pursuant to which Blackstone Singapore Pte. Ltd. undertook to keep certain information relating to the Offer confidential and not to disclose that information to third parties (other than to permitted disclosees) unless required by law or regulation.

The Confidentiality Agreement also contains an undertaking from Blackstone Singapore Pte. Ltd. that for a period of 12 months from the date of the Confidentiality Agreement neither Blackstone Singapore Pte. Ltd. nor any member of its group shall, directly or indirectly, solicit or endeavour to entice away any officer, employee or consultant of JRIC's group or JRIC's investment manager or the Asset Manager, respectively.

The Asset Management Transition Agreement contains an undertaking to keep certain information relating to such agreement confidential and not to disclose that information to third parties (other than to permitted disclosees) unless required by law or regulation.

11. Scheme

It is intended that the Offer will be implemented by way of a court-sanctioned scheme of arrangement between JRIC and the Scheme Shareholders under Part VIII of the Companies Law (although Bidco reserves the right to elect to implement the Offer by way of a Takeover Offer, subject to Panel consent). The procedure involves an application by JRIC to the Court to call the Court Meeting to approve the Scheme and upon approval at the Court Meeting an application to the Court to sanction the Scheme and thereby transfer all of the Scheme Shares to Bidco, in consideration for which Scheme Shareholders who are on the register of members of JRIC at the Scheme Record Time will receive 72 pence per Scheme Share (on the basis described above).

To become Effective, the Scheme requires, among other things, the approval of a majority in number of the Scheme Shareholders present and voting in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting at the Court Meeting (or an adjournment thereof), and the passing of the special resolution necessary to implement the Scheme at the JRIC EGM. In addition, the approval of an ordinary resolution on a poll of Independent JRIC Shareholders to approve the Asset Management Transition Agreement must also be passed at the JRIC EGM. Following the Court Meeting and the JRIC EGM and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also be sanctioned by the Court. Upon the Scheme becoming Effective, it will be binding on JRIC and all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the JRIC EGM (and, if they attended and voted, whether or not they voted in favour).

As at 12 November 2015, being the latest practicable date prior to the publication of this announcement, as far as Bidco is aware, no member of the Bidco Group is beneficially interested in any JRIC Shares. In the event that any member or members of the Bidco Group become beneficially interested in any JRIC Shares before the Scheme Voting Record Time, such JRIC Shares shall be excluded from being Scheme Shares, and as a result, such members of the Bidco Group will not be entitled to vote at the Court Meeting in respect of any JRIC Shares beneficially acquired by them. Any such members of the Bidco Group may, however, exercise the voting rights attaching to any such JRIC Shares at the JRIC EGM.

The Court Meeting and the JRIC EGM will be held as soon as practicable and are currently expected to be held in December 2015. The Scheme is expected to become Effective by the end of 2015 (subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document).

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document. It is expected that the Scheme Document and the forms of proxy accompanying the Scheme Document will be posted to Scheme Shareholders before the end of November 2015 and, in any event (save with the consent of the Panel), within 28 days of this announcement. The Scheme Document and forms of proxy will be made available to all JRIC Shareholders at no charge to them.

12. Intentions for the Asset Manager, directors and employees of JRIC and the business

As an existing property investor in Japan, Blackstone has an existing relationship with Tosei. Tosei (or an affiliate thereof) will be able to perform the services currently provided by the Asset Manager. Therefore, Bidco, the shareholders of the Asset Manager (JA&A Holdings LLC and Hongkong Land (Europe) B.V.) and KK Halifax Management Limited (an affiliated entity of the Asset Manager) have agreed, under the terms of the Asset Management Transition Agreement, with effect from the Effective Date, to take steps to terminate the asset management (and associated administrative) agreements that are currently in effect (including any other agreements between any member of the Wider JRIC Group and a Halifax Party). A transitional services agreement will be put in place with the replacement asset manager from the Effective Date under which the Asset Manager will provide certain services for a 60 day handover period (the "Transition Period"), for a monthly aggregate fee of JPY28,110,190 (or £151,947) (plus applicable consumption tax). This monthly fee is approximately equivalent to that payable under the existing asset management (and associated administrative) arrangements between the Asset Manager and members of the Wider JRIC Group. As consideration for the early termination of such contractual arrangements the Asset Manager will receive a payment of U.S.$4.5 million (to be settled in JPY) on the Effective Date and KK Halifax Management Limited will receive a payment of U.S.$1.5 million upon the expiry of the Transition Period. The arrangements set out in this paragraph are subject to obtaining certain consents.

It is intended that certain employees of the Asset Manager will be given the opportunity to seek employment with the replacement asset manager (or an affiliate thereof) to facilitate further a smooth transition in the management of the portfolio.

The non-executive directors of JRIC will resign as JRIC Directors on the Effective Date and will be replaced by directors that are appointed by Bidco.

It should be noted that JRIC does not own or lease any material premises (other than its Japanese real estate portfolio), have any employees or operate any pension schemes. In accordance with Rule 16.2(a) of the City Code, Bidco confirms that no incentivisation arrangements are proposed for JRIC's management.

In due course, JRIC's real estate portfolio may be integrated, in whole or in part, with Blackstone's existing Japanese residential portfolio (which currently comprises more than 12,500 units), and/or disposed of, in whole or in part, to maximise value for the Blackstone Funds' investors. In order to crystallise potential financial and operational benefits, Bidco is considering, in the short to medium-term, a reorganisation of the corporate structure and a refinancing of the Wider JRIC Group. Furthermore, the existing investment policy of JRIC may or may not be subject to review in the short to medium-term.

13. Independent JRIC Shareholder approval

The JRIC Board has determined that the Asset Management Transition Agreement should be approved by an ordinary resolution of the Independent JRIC Shareholders by a vote on a poll at the JRIC EGM. The parties to the Asset Management Transition Agreement have confirmed that there are no other arrangements in relation to the Offer between such parties other than those summarised in this announcement. It should be noted that, in accordance with Condition 2(c) of Part A of Appendix 1 to this announcement, the Offer is conditional on the approval of the Asset Management Transition Agreement by the Independent JRIC Shareholders at the JRIC EGM.

Liberum, which is acting as independent financial adviser to JRIC, considers the terms of the Asset Management Transition Agreement, for the purposes of Rule 16 of the City Code, to be fair and reasonable. In providing advice to the JRIC Directors, Liberum has taken into account the commercial assessments of the JRIC Directors.

14. Opening position disclosures and interests

As at the close of business on 12 November 2015, being the latest practicable date before this announcement, neither Bidco nor any of the Bidco Directors nor, so far as the Bidco Directors are aware, any party acting in concert (within the meaning of the City Code) with Bidco:

(a) had any interest in, or right to subscribe for, any JRIC Shares; or

(b) had any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, in JRIC Shares, nor any arrangement in relation to JRIC Shares.

For the purposes of (a) above, interests in, or rights to subscribe for, any JRIC Shares for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of JRIC Shares (and a person who only has a short position in securities is not treated as interested in those JRIC Shares). In particular, a person will be treated as having an "interest" by virtue of the ownership, voting rights or control of JRIC Shares, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to JRIC Shares.

For the purposes of (b) above, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery and borrowing and lending of JRIC Shares (including for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the City Code). An "arrangement" also includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to JRIC Shares which may be an inducement to deal or refrain from dealing in such securities.

In the interests of maintaining confidentiality before this announcement, Bidco has not yet completed its enquiries in respect of the matters referred to in this paragraph of certain parties deemed to be acting in concert with Bidco for the purposes of the Offer. Enquiries of such parties will be completed as soon as practicable following the date of this announcement and, in accordance with Note 2(a)(i) to Rule 8 of the City Code, further disclosures, if any, required in respect of such parties will be made as soon as possible and in any event by no later than 12 noon (London time) on the day falling 10 Business Days after the date of this announcement.

JRIC confirms that it will today make an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.2(a) of the City Code.

15. Cancellation of trading

It is intended that, prior to the Scheme becoming Effective, a request will be made to the London Stock Exchange to cancel trading in JRIC Shares on AIM on, or immediately following, the Effective Date, without seeking the separate approval of the JRIC Shareholders under Rule 41 of the AIM Rules.

Following the AIM Cancellation, JRIC Shares will not be quoted on any publicly traded market in the United Kingdom or elsewhere.

Share certificates in respect of the JRIC Shares will cease to be valid and should be destroyed on the Effective Date. In addition, entitlements held within the CREST system to the JRIC Shares will be cancelled on the Effective Date.

If the Offer is implemented by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to acquire compulsorily the remaining JRIC Shares in respect of which the Takeover Offer has not been accepted.

16. General

The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document. JRIC Shareholders' attention is drawn, in particular, to Condition 3(i) of Appendix 1, in relation to certain material changes to JRIC's business prior to the Effective Date and Condition 2(c) of Appendix 1, in relation to the passing of an ordinary resolution on a poll of Independent JRIC Shareholders to approve the Asset Management Transition Agreement. The sources of financial information and bases of calculation contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 3.

Bidco reserves the right to elect (with the consent of the Panel) to implement the Offer by way of a Takeover Offer for the entire issued, and to be issued, share capital of JRIC as an alternative to the Scheme. In such an event a Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments (including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Bidco may decide or the Panel may require), as those which would apply to the Scheme.

If the Offer is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received in respect of such Offer, Bidco intends to: (i) procure that JRIC makes an application to the London Stock Exchange to cancel the trading of the JRIC Shares on AIM; and (ii) exercise its rights (to the extent such rights are available) to apply the provisions of Part XVIII of the Companies Law to acquire compulsorily the remaining JRIC Shares in respect of which such Offer has not been accepted.

17. Documents on display

Copies of the following documents will be available free of charge on JRIC's website at www.jricl.com under the Shareholder Information sub-section of the Investors tab by no later than 12 noon (London time) on the Business Day following this announcement until the end of the Offer:

· a copy of this announcement;

· a copy of the Asset Management Transition Agreement; and

· a copy of the Confidentiality Agreement.

The contents of JRIC's website are not incorporated into and do not form part of this announcement.

This summary should be read in conjunction with the full text of this announcement and the Appendices.

Enquiries:

Important notices relating to financial advisers

PwC, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco and for no-one else in connection with the Offer and will not be responsible to any person other than Bidco for providing the protections afforded to clients of PwC, nor for providing advice in relation to the Offer or any other matters referred to herein. Neither PwC nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PwC in connection with the Offer, any statement contained herein or otherwise.

Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to JRIC and no one else in connection with the Offer, and will not be responsible to anyone other than JRIC for providing the protections afforded to clients of Liberum or for providing advice in relation to the Offer or other matters referred to in this announcement. Neither Liberum nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with the Offer, any statement contained herein or otherwise.

Smith & Williamson, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as the nominated adviser to JRIC and no one else in connection with the Offer, and will not be responsible to anyone other than JRIC for providing the protections afforded to clients of Smith & Williamson or for providing advice in relation to the Offer or other matters referred to in this announcement. Neither Smith & Williamson nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Smith & Williamson in connection with the Offer, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of any offer to purchase, 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 Offer or otherwise, nor shall there by any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. JRIC Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been published. The Offer will be made solely by means of the Scheme Document, to be published by JRIC, which will contain the full terms and conditions of the Offer, including details for JRIC Shareholders of how to vote at the Meetings in respect of the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in the Scheme Document.

Bidco reserves the right to elect (with the consent of the Panel) to implement the Offer by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.

This announcement does not constitute a prospectus or a prospectus equivalent document.

This announcement has been prepared for the purposes of complying with Guernsey law, the AIM Rules and the City Code 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 and regulations of any jurisdiction outside the United Kingdom and Guernsey.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by law. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Guernsey, or JRIC Shareholders who are not resident in the United Kingdom or Guernsey, should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey to vote their JRIC Shares with respect to the Scheme and the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Unless otherwise determined by Bidco or required by the City Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Copies of this announcement and all documents relating to the Offer (in whole or in part) are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement and such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Any person (including, without limitation, any agents, custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other documents relating to the Offer to any jurisdiction outside the United Kingdom and Guernsey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. If the Offer is implemented by way of a Takeover Offer, (unless otherwise permitted by applicable law and regulation) such Takeover Offer may not be made, directly or indirectly, in or into any Restricted Jurisdiction, by the use of mail or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone), or by any facility of a national, state or other securities exchange of any Restricted Jurisdiction and such Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facility. Further details in relation to overseas shareholders will be contained in the Scheme Document.

Notices to US JRIC Shareholders

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities, nor is it a solicitation of any vote or approval in any jurisdiction, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation.

None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

The Offer relates to the shares of a Guernsey-registered company traded on AIM and is proposed to be effected by means of a scheme of arrangement under the Companies Law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934 or other US securities laws. Accordingly, the Offer is subject to disclosure requirements, rules and practices which are different from certain United States disclosure and other requirements. If, in the future, Bidco exercises the right to implement the Offer by way of a Takeover Offer and determines to extend the Takeover Offer into the US, it will be made in accordance with the procedural and filing requirements of US securities laws, to the extent applicable. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable (where relevant) in the United Kingdom and Guernsey that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US or the auditing of the Public Accounting Oversights Board (U.S.).

The receipt of cash pursuant to the Offer by a US shareholder as consideration pursuant to the terms of the Offer may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Scheme Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him, her or it.

Bidco is incorporated under the laws of Singapore. JRIC is incorporated under the laws of Guernsey. All of the directors of Bidco and JRIC are residents of countries other than the US. All of the assets of Bidco and JRIC are located outside of the US. As a result, it may not be possible for US holders of JRIC Shares to effect service of process within the US upon Bidco, JRIC or any of their respective directors or to enforce against any of them judgments of the US predicated upon the civil liability provisions of the federal securities laws of the US or the laws of any state or territory within the US. It may not be possible to sue Bidco, JRIC or any of their respective directors in a non-US court for violations of US securities laws. It may be difficult to compel Bidco, JRIC and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

Forward looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain "forward looking statements" concerning Bidco and JRIC and which are prospective in nature. All statements other than statements of historical fact included in this announcement may be forward looking statements. They are based on current expectation and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. Often, but not always, forward looking statements can be identified by the use of forward looking words such as "will", "may", "should", "continue", "believes", "expects", "aims", "targets", "plans", "estimates", "projects", "intends", "anticipates" or words or terms of similar substance or the negative thereof. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, whether express or implied. Forward looking statements may include statements relating to the following: (i) future capital expenditures, 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 Bidco's or JRIC's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation, or global economic conditions on Bidco's or JRIC's business.

The forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward looking statements. Due to uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Bidco and JRIC assume no obligation and do not intend to update any forward looking or other statements contained herein, except as required pursuant to applicable law.

No member of the Bidco Group or the JRIC Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will or may (or will not or may not) actually occur.

Except as expressly provided in this announcement, no forward looking or other statements have been reviewed by the auditors of the Bidco Group or the JRIC Group. All subsequent oral or written forward looking statements attributable to any member of the Bidco Group or JRIC Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the UK Financial Services and Markets Act 2000 (as amended) if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

No profit forecasts or estimates

Nothing in this announcement is intended, or is to be construed, as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per JRIC Share for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per JRIC Share.

Dealing disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the City Code, JRIC confirms that as at the date of this announcement it has 211,966,213 shares of £0.10 each in issue and admitted to trading on AIM. There are no treasury shares held. The International Securities Identification Number for the JRIC Shares is GG00B1FB3X85.

Information relating to JRIC Shareholders

Addresses, electronic addresses and certain information provided by JRIC Shareholders, persons with information rights and other relevant persons for the receipt of communications from JRIC may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the City Code.

Publication on JRIC's website and availability of hard copies

A copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on JRIC's website at www.jricl.com under the Shareholder Information sub-section of the Investors tab by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of this website are not incorporated in, and do not form part of, this announcement.

Copies of the documents listed in paragraph 17 above will also be available on JRIC's website at www.jricl.com under the Shareholder Information sub-section of the Investors tab by no later than 12 noon (London time) on the Business Day following the date of this announcement.

JRIC Shareholders may request a copy of this announcement (and any information incorporated into it by reference to another source) in hard copy form. You may also request that all future documents, announcements and information sent to you in relation to the Offer should be in hard copy form. Such a request may be made by calling Rachael Orchard of Wragge Lawrence Graham & Co LLP on +44 (0)870 903 1000 or by sending a request in writing to Wragge Lawrence Graham & Co LLP, 4 More London Riverside, London SE1 2AU marked for the attention of Rachael Orchard. Your attention is drawn to the fact that a hard copy of this announcement will not be sent to you unless so requested. Please note that calls to Wragge Lawrence Graham & Co LLP should be made between 9.30 a.m. and 5.30 p.m. and that Wragge Lawrence Graham & Co LLP cannot provide advice on the Offer or provide any financial, legal or tax advice.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

APPENDIX 1

CONDITIONS TO AND FURTHER TERMS OF THE OFFER

The Offer will comply with the applicable rules and regulations of the FCA, the London Stock Exchange, the AIM Rules and the City Code, will be governed by Guernsey law and will be subject to the jurisdiction of the Guernsey courts. In addition, the Offer will be subject to the terms and conditions set out in the Scheme Document.

Part A

Conditions to the Offer and the Scheme

1. The Offer will be conditional upon the Scheme becoming Effective, subject to the City Code, by 6.00 p.m. on 30 April 2016 (or such later time or date (if any) as Bidco and JRIC may agree, with the approval of the Court and/or the Panel if required).

2. The Scheme will be subject to the following conditions:

(a) (i) the Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting, to be set out in the Scheme Document (or such later date as Bidco and JRIC may agree); and (ii) the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the holders of Scheme Shares who are on the register of members of JRIC at the Scheme Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting (or any adjournment thereof) and at any separate class meeting which may be required (or any adjournment thereof);

(b) (i) the JRIC EGM being held on or before the 22nd day after the expected date of the JRIC EGM, to be set out in the Scheme Document (or such later date as Bidco and JRIC may agree); and (ii) all resolutions in connection with or required to approve and give effect to the Scheme being passed by the requisite majority or majorities at the JRIC EGM (or any adjournment thereof);

(c) the passing, at the JRIC EGM, of an ordinary resolution on a poll of Independent JRIC Shareholders to approve the Asset Management Transition Agreement; and

(d) (i) the Court hearing to sanction the Scheme being held on or before the 22nd day after the expected date of the Court hearing to sanction the Scheme to be set out in the Scheme Document (or such later date as Bidco and JRIC may agree and the Court may allow); and (ii) the sanction of the Scheme by the Court (with or without modification (but subject to any such modification being on terms acceptable to Bidco and JRIC)).

3. Subject to the provisions of Part B of this Appendix 1 and the requirements of the Panel, the Offer will also be conditional upon, and accordingly the necessary actions to implement the Offer will only be taken on, the satisfaction or, where relevant, waiver of the following Conditions:

Third party approvals; regulatory; antitrust

(a) to the extent that, in the reasonable opinion of Bidco, any merger control consents or approvals are required or desirable prior to the completion of the Offer according to the law of any jurisdiction, all relevant notifications or filings having been made, all appropriate waiting periods (including any extensions thereof) having expired, lapsed or been terminated and all such clearances or approvals having been granted (or being deemed to have been granted in accordance with the relevant law) provided that each such clearance or approval is on terms reasonably satisfactory to Bidco;

(b) all other mandatory or appropriate notifications, notices, filings or applications having been made, all waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or waived (as appropriate) and all applicable statutory and regulatory obligations in any jurisdiction having been complied with, in each case in connection with the Offer, all mandatory or appropriate Authorisations in any jurisdiction for or in connection with the Offer and the acquisition or the potential acquisition of any shares or other securities in, or control or management of, JRIC by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from each appropriate Third Party or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider JRIC Group or the Wider Bidco Group has entered into contractual arrangements and all Authorisations mandatory, appropriate or desirable to carry on the business of any member of the Wider JRIC Group or the Wider Bidco Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew any such Authorisation;

(c) no Third Party having given notice of a decision, or having indicated (whether publicly or otherwise) an intention, to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might be reasonably expected to:

(i) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, JRIC by any member of the Wider Bidco Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibit, or materially restrain, restrict, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge or require material amendment of the Offer or proposed acquisition of any shares or other securities in, or control of, JRIC by any member of the Wider Bidco Group;

(ii) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider JRIC Group or by any member of the Wider Bidco Group of all or any part of its businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses (or any part thereof) or to own any of their assets or properties (or any part thereof);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in JRIC or on the ability of any member of the Wider JRIC Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider JRIC Group;

(iv) except in respect of the "squeeze out" procedure pursuant to Part XVIII of the Companies Law if the Offer is implemented by way of a Takeover Offer, require any member of the Wider JRIC Group or the Wider Bidco Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider JRIC Group or any asset owned by any third party (other than in connection with the implementation of the Offer);

(v) require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider JRIC Group;

(vi) result in any member of the Wider JRIC Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) impose any material limitation on the ability of any member of the Wider JRIC Group or any member of the Wider Bidco Group to integrate or co-ordinate all or any part of its business, assets or properties, with all or any part of the business of any other member of the Wider JRIC Group and/or the Wider Bidco Group; or

(viii) otherwise materially adversely affect any or all of the business, assets, profits or prospects of any member of the Wider JRIC Group or any member of the Wider Bidco Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could give notice of a decision to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any JRIC Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(d) except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider JRIC Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, or any event or circumstance having occurred which, under any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider JRIC Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in JRIC or because of a change in the control or management of any member of the Wider JRIC Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is, or might reasonably be expected to be, material in the context of the JRIC Group taken as a whole or to the obligations of any member of the Wider Bidco Group which is, or might reasonably be expected to be, material in the context of the Bidco Group taken as a whole in connection with the Offer:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider JRIC Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness becoming or being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the rights, liabilities, obligations, interests or business of any member of the Wider JRIC Group under any such arrangement, agreement, licence, permit, franchise, lease or instrument or the interests or business of any member of the Wider JRIC Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such interests or business) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(iii) any member of the Wider JRIC Group ceasing to be able to carry on business under any name under which it presently carries on business;

(iv) any asset or interest of, or any asset the use of which is enjoyed by, any member of the Wider JRIC Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider JRIC Group otherwise than in the ordinary and usual course of business;

(v) other than in the ordinary and usual course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider JRIC Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(vi) the value of, or the financial or trading position or prospects of, any member of the Wider JRIC Group being prejudiced or adversely affected;

(vii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider JRIC Group other than trade creditors or other liabilities incurred in the ordinary and usual course of business; or

(viii) any liability of any member of the Wider JRIC Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

No material transactions, claims or changes in the conduct of the JRIC business

(e) except as Disclosed, no member of the Wider JRIC Group having since 30 November 2014:

(i) issued or agreed to issue or authorised the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell any shares out of treasury (save, where relevant, as between JRIC and wholly-owned subsidiaries of JRIC or between such wholly-owned subsidiaries);

(ii) save for the dividend paid for the 6 months to 30 November 2014 and the scrip dividend alternative offered in lieu of cash thereof and the interim dividend paid for the first 6 months of the financial year to 31 May 2015, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than to JRIC or one of its wholly-owned subsidiaries;

(iii) undertaken: (A) a conversion under Part V of the Companies Law; (B) an amalgamation under Part VI of the Companies Law; (C) a migration under Part VII of the Companies Law; or (D) an arrangement or reconstruction (other than the Scheme) under Part VIII of the Companies Law;

(iv) merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so, in each case, other than in the ordinary and usual course of business and save for transactions between JRIC and its wholly-owned subsidiaries or between such wholly-owned subsidiaries;

(v) save as between JRIC and its wholly-owned subsidiaries or between such wholly- owned subsidiaries, made or announced an intention to propose any change in its loan capital;

(vi) issued, authorised or proposed the issue of any debentures or (otherwise than in the ordinary and usual course of business or save as between JRIC and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is or might reasonably be expected to be material in the context of the JRIC Group taken as a whole;

(vii) entered into or varied, or authorised entry into or variance of or announced its intention to enter into or vary, any material contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) otherwise than in the ordinary and usual course of business which is of a long term, unusual or onerous nature, or which involves or could involve an obligation of a nature which is or is reasonably likely to be materially restrictive to the business of a member of the Wider JRIC Group and which, taken together with any other such material contract, transaction, arrangement or commitment, is or might reasonably be expected to be material in the context of the JRIC Group taken as a whole;

(viii) terminated any material agreement, arrangement or commitment which is or might reasonably be expected to be material in the context of the JRIC Group taken as a whole;

(ix) entered into or materially varied the terms of any service agreement with any director or senior executive of any member of the Wider JRIC Group;

(x) implemented or effected, or authorised the implementation or entry into effect of or announced its intention to implement or effect, any composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Offer) otherwise than in the ordinary and usual course of business;

(xi) entered into, implemented or effected, or authorised the entry into, implementation of or entry into effect or announced its intention to enter into, implement or effect any joint venture, asset or profit sharing agreement, partnership or merger of business or corporate entities which in any such case is or might reasonably be expected to be material in the context of the JRIC Group taken as a whole;

(xii) other than in respect of a wholly-owned subsidiary of JRIC, purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraph (e)(i) above, made any other change to any part of its share capital to an extent which (other than in the case of JRIC) is or might reasonably be expected to be material in the context of the JRIC Group taken as a whole;

(xiii) waived or compromised or settled any claim otherwise than in the ordinary and usual course of business which is or might reasonably be expected to be material in the context of the JRIC Group taken as a whole;

(xiv) except as envisaged in accordance with the terms of the Offer or the Scheme, made any material alteration to its memorandum or articles of incorporation or other incorporation documents;

(xv) other than in respect of a member of the Wider JRIC Group which is dormant and solvent at the relevant time, taken or proposed any corporate action or had any legal proceedings instituted or threatened in writing against it for its winding up (voluntary or otherwise), dissolution or reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any substantial part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or

(xvii) entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary and usual course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced an intention to, effect any of the transactions, matters or events referred to in this paragraph (e);

No adverse change, litigation, regulatory enquiry or similar

(f) except as Disclosed, since 30 November 2014 there having been:

(i) no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider JRIC Group to an extent which is, or might reasonably be expected to be, material in the context of the JRIC Group taken as a whole or to the obligations of any member of the Wider Bidco Group which is, or might reasonably be expected to be, material in the context of the Bidco Group taken as a whole in connection with the Offer;

(ii) no litigation, arbitration proceedings, criminal proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider JRIC Group or to which any member of the Wider JRIC Group is or may become a party (whether as claimant or defendant or otherwise), in each case which would or might reasonably be expected materially and adversely to affect the JRIC Group taken as a whole;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider JRIC Group having been threatened in writing, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider JRIC Group, in each case which would or might reasonably be expected materially and adversely to affect the JRIC Group taken as a whole;

(iv) no contingent or other liability other than in the ordinary and usual course of business having arisen or become known to Bidco which would or might reasonably be expected to adversely affect the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider JRIC Group to an extent which is or might reasonably be expected to be material in the context of the JRIC Group taken as a whole; and

(v) no steps having been taken and no omissions having been made which would or might reasonably be expected to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider JRIC Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would or might reasonably be expected materially and adversely to affect the JRIC Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

(g) except as Disclosed, Bidco not having discovered that:

(i) any financial, business or other information concerning the Wider JRIC Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Wider Bidco Group or to any of their advisers by or on behalf of any member of the Wider JRIC Group prior to the date of this announcement is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading, in any such case to an extent which is or might reasonably be expected to be material in the context of the JRIC Group taken as a whole;

(ii) any member of the Wider JRIC Group is, otherwise than in the ordinary and usual course of business, subject to any liability, contingent or otherwise, which is or might reasonably be expected to be material in the context of the JRIC Group taken as a whole;

(iii) any information which affects the import of any information disclosed to any member of the Wider Bidco Group or to any of their advisers at any time before the date of this announcement by or on behalf of any member of the Wider JRIC Group which is or might reasonably be expected to be material in the context of the JRIC Group taken as a whole; or

(iv) in relation to any release, emission, accumulation, discharge, disposal or other fact, matter or circumstance which has impaired or is likely to impair the environment (including property) or has harmed or is likely to harm human health or animal health, no past or present member of the Wider JRIC Group, in a manner or to an extent which is or might reasonably be expected to be material in the context of the JRIC Group taken as a whole, (i) has committed any violation of any applicable laws, statutes, regulations, notices or other requirements of any Third Party and/or (ii) has incurred any liability (whether actual or contingent) to any Third Party; and/or (iii) is likely to incur any liability (whether actual or contingent), or being required, to make good, remediate, repair, re instate or clean up the environment (including any property);

Anti-corruption

(h) except as Disclosed, Bidco not having discovered that:

(i) any member of the Wider JRIC Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation or regulation (including, without limitation the Organisation for Economic Cooperation and Development's Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws or regulations implementing the same);

(ii) any past or present member of the Wider JRIC Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction; or

(iii) any asset of any member of the Wider JRIC Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); and

No frustrating action

(i) no frustrating action being taken by any Halifax Party, including:

(i) asset sales or acquisitions in excess of 10 per cent. of NAV;

(ii) new financing arrangements in excess of 10 per cent. of NAV;

(iii) capital expenditure in excess of 10 per cent. of NAV;

(iv) entering into, amending or terminating agreements other than in the ordinary course of business; and/or

(v) entering into material agreements (above or potentially affecting 10 per cent. or more of NAV).

Part B: Certain further terms of the Offer

1. Bidco reserves the right (subject to the requirements of the City Code and the Panel) to waive all or any of the Conditions in Appendix 1, Part A, paragraphs 3(a) to 3(i) (inclusive), in whole or in part, in its absolute discretion.

2. Bidco shall be under no obligation to waive (if capable of waiver) or treat as fulfilled any of the Conditions in Appendix 1, Part A, paragraphs 3(a) to 3(i) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3. The Scheme will lapse (and the Offer will not proceed) unless all Conditions of the Offer are fulfilled or (if capable of waiver) waived or, where appropriate, determined by Bidco to have been or remain satisfied by 6.00 p.m. (London time) on 30 April 2016 or such later date (if any) as Bidco and JRIC may, with the consent of the Panel, agree and, if required, the Court may allow.

4. The Offer will lapse if, insofar as the Offer or any matter arising from or relating to the Scheme or the Offer constitutes a concentration with a Community dimension within the scope of the EU Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the EU Merger Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the EU Merger Regulation and there is then a Phase 2 CMA Reference before the date of the Court Meeting (unless otherwise agreed with the Panel).

5. If Bidco is required by the Panel to make an offer for any JRIC Shares under a mandatory offer for JRIC Shares under Rule 9 of the City Code, Bidco may make such alterations to the above Conditions as are necessary to comply with the applicable rule or law.

6. The JRIC Shares acquired under the Offer (whether by way of the Scheme or a Takeover Offer) shall be acquired fully paid up and free from all liens, equities, charges, security interests, encumbrances, options, rights of preemption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the date of this announcement.

7. Accordingly, if, after the date of this announcement but prior to the Effective Date, any dividend or other distribution is declared, paid, made or payable by JRIC, Bidco reserves the right (without prejudice to any other right of Bidco) to reduce the Offer Price by an amount up to the amount of such dividend or distribution.

If any such dividend or distribution occurs, any reference in this announcement or in the Scheme Document to the Offer Price will be deemed to be a reference to the Offer Price as so reduced. If such reduction occurs, notwithstanding the terms on which the JRIC Shares are expressed to be acquired by Bidco pursuant to the Offer in this Appendix I, the JRIC Shares will be acquired by or on behalf of Bidco pursuant to the Offer fully paid up and free from all liens, equities, charges, security interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now and hereafter attaching to such shares including the right to receive in full all dividends and other distributions (if any) declared, paid, made or payable, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made, on or after the date of this announcement, other than the dividend or distribution giving rise to such reduction.

To the extent that Bidco exercises its right to reduce the Offer Price by an amount up to the amount of such dividend or distribution giving rise to such reduction, the JRIC Shareholders shall be entitled to receive and retain such dividend or distribution.

To the extent that such a dividend or distribution has been declared, paid, made or is payable and it is: (i) transferred pursuant to the Offer on a basis which entitles Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, the Offer Price will not be subject to change in accordance with this paragraph.

Any exercise by Bidco of its rights referred to in this paragraph will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Offer Price.

8. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

9. Bidco reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a Takeover Offer. In such event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Offer, including, without limitation, and if agreed with the Panel, (a) the inclusion of an acceptance condition set at 90 per cent. of the shares to which the Offer relates (or such lesser percentage, being more than 50 per cent., as Bidco may decide); and (b) those required by, or deemed appropriate by, Bidco under applicable law, so far as applicable. Further, if sufficient acceptances of such Takeover Offer are received, it is the intention of Bidco to apply the provisions of the Companies Law to acquire compulsorily any outstanding JRIC Shares to which such Takeover Offer relates.

10. The Scheme will be governed by the laws of Guernsey and be subject to the jurisdiction of the Court and to the Conditions and further terms set out in this announcement and in the Scheme Document. The Offer will also be subject to the applicable rules and regulations of the FCA, the London Stock Exchange, the AIM Rules and the City Code. This announcement does not constitute, or form part of, an offer or invitation to purchase JRIC Shares or any other securities.

11. The ability to effect the Offer in respect of persons resident in certain jurisdictions may be affected by the laws of those jurisdictions. Before taking any action in relation to the Offer, holders of JRIC Shares should inform themselves about and observe any applicable requirements.

12. Unless otherwise determined by Bidco or required by the City Code and permitted by applicable law and regulation:

(a) the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national state or other securities exchange of any Restricted Jurisdiction and no person may vote using any such use, means, instrumentality or facility or from within any Restricted Jurisdiction; and

(b) this announcement should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

13. Under Rule 13.5 of the City Code, Bidco may not invoke a Condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Offer. Conditions 1 and 2 are not subject to this provision of the Code.

APPENDIX 2

SOURCES OF FINANCIAL INFORMATION AND BASES OF CALCULATION

Save as otherwise stated, the following constitute the sources of financial information and bases of calculation referred to in the announcement:

1 Unless otherwise stated, the financial information relating to JRIC is extracted or derived (without any adjustment save for rounding) from the audited consolidated financial statements of JRIC for the financial year ended 31 November 2014 (prepared in accordance with IFRS), the unaudited interim results for the six months ended 31 May 2015 (as applicable) or JRIC's updated NAV statement dated 13 October 2015.

2 Any references to the entire issued, and to be issued, share capital of JRIC (including the value attributed to JRIC's entire issued, and to be issued, share capital as implied by the Offer Price stated in this announcement) are based on 211,966,213 JRIC Shares in issue as at 12 November 2015 (being the last practicable date prior to the release of this announcement).

3 Unless otherwise stated, all Closing Prices for JRIC Shares are closing middle market quotations derived from Bloomberg for the relevant date.

4 The premium calculations per JRIC Share have been calculated by reference to closing middle market quotations derived from Bloomberg.

5 All share prices expressed in pence have been rounded to the nearest 0.1 pence and all percentages have been rounded to one decimal place (or two decimal places where the context requires).

6 The International Securities Identification Number for the JRIC Shares is GG00B1FB3X85.

7 The three month Volume Weighted Average Prices are derived from Bloomberg data.

APPENDIX 3

DEFINITIONS

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

For the purposes of this announcement, "subsidiary", "subsidiary undertaking" and "undertaking" have the respective meanings given by the UK Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.

All times referred to are London time unless otherwise stated.