Proposed Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOTFOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES ANDPOSSESSIONS, ANY OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA,NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA, ANY MEMBER STATES OF THE EEA (OTHERTHAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS AN ADVERTISMENT AND NOT A PROSPECTUS. THIS ANNOUNCEMENT ISFOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TOPURCHASE OR ACQUIRE ANY TRANSFERABLE SECURITIES (AS DEFINED IN SCHEDULE 11A OFTHE FINANCIAL SERVICES AND MARKETS ACT 2000), NOR SHALL IT FORM THE BASIS OFANY CONTRACT FOR THE SALE OF ANY INTEREST IN A TRANSFERABLE SECURITY OR ASOLICITATION, INDUCEMENT, ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION OFANY KIND WHATSOEVER. POTENTIAL INVESTORS SHOULD READ THE RELEVANT PROSPECTUSESCAREFULLY BEFORE ANY INVESTMENT DECISION IS MADE. PICTON PROPERTY INCOME LIMITED ("Picton" or the "Company") PROPOSED PLACING The Board of Directors of Picton (the ''Board'') announce a proposed placingofnew ordinary shares of no par value in the Company ("New Ordinary Shares")at aprice of 68.5 pence per New Ordinary Share (the "Placing Price") in accordancewith the terms and conditions of the Placing Programme established under theprospectus issued on 1 May 2014, as amended(the "Placing"). Highlights * Proposal to issue in excess of14,598,540 New Ordinary Shares at 68.5 pence per New Ordinary Share to raise gross proceeds in excess of£10 million * Placing Price of 68.5 pence per New Ordinary Share which represents a premium of 3.8% to the 31 December 2014 EPRA NAV of 66.0 pence per share and a discount of 4.9% to the Closing Share Price of 72.0 pence per share as at 12March 2015 * Approximately 95% of the net proceeds of the Placing are expected to be invested in property acquisitions with the remainder to be invested in opportunities within the existing portfolio * The net proceeds of the Placing are expected to be substantially invested, or committed, by 30 June 2015 * The Placing represents the final tranche of New Ordinary Shares to be issued under the Placing Programme Background In May 2014, the Company initiated a Placing Programme and hassubsequentlyraised gross proceeds of £67.0million through three capital raises in May 2014,December 2014 and January 2015. Most recently in 2015, the Companyhassuccessfully deployed £19.5 million of newcapitalin two new assets producing a combined net initial yield of 7.2%. Inaddition, the Company is in advanced negotiations to acquire a further smallasset, adjacent to an existing holding. The net proceeds from the Company's recent placings have now been substantiallyinvested whilst the Company continues to see attractive opportunities in themarket. Use of Proceeds It is expected that approximately 95% of the net proceeds from this Placingwill be used for new property acquisitions, in accordance with the Company'sinvestment policy, with the remainder to be utilised within the existingportfolio. The Board and Investment Manager are confident that, in the context of the dealflow which the Company is seeing,the proceeds of the Placing will besubstantially invested, or committed, by 30 June 2015. The Company's investment of the net proceeds is expected to be income accretiveand to improve the income profile within the property portfolio, as well asproviding further asset and income diversification. Assets acquired willcontinue to be made on an opportunistic basis with the Company seeking toacquire assets with strong fundamentals that meet its investment criteriawhilst providing opportunities to enhance the income and/or capital positionthrough active management. Furthermore, the broad theme of continuing toincrease the average lot size within the Company's portfolio will continue toenhance economies of scale in terms of overall asset management. Benefits of the Placing The Board believes that the Placing will havethe following benefits toShareholders and the Company: * providing additional capital will enable the Company to take advantage of current and anticipated investment opportunities in the market and make further investments in the Company's existing investment portfolio * the Placing proceeds, combined with the Company's existing cash balance, will enable the Company to continue to secure assets within its target lot size range * the expected accretive yield on new investments shouldimprove the income profile within the property portfolio as well as providing further asset and income diversification * providing a larger equity base over which the fixed costs of the Company may be spread, thereby reducing the Company's ongoing charge ratio. This has been demonstrated historically through the ongoing charges ratio which, as Net Assets have grown from£196 million on 31 March 2012 to£316 million on 31 December 2014, has seen a corresponding decreasefrom2.0% to 1.4% * strengthening the Company's balance sheet will improve its position to access favourably priced debt financein the future. In addition, an increase in the asset base outside the existing security pools willincrease the Company's optionality and flexibility in relation to future debt financing particularly ahead of the maturity of the ZDP Shares in October 2016 * the Placinghasthe capacity to further diversify the Shareholder register as well as potentiallyenhanceliquidity in the Ordinary Shares Terms of the Placing The Company is proposing to issue in excess of 14,598,540 New Ordinary Sharesat 68.5 pence per New Ordinary Share to raise gross proceeds in excess of£10million. The Board has reserved the right, in consultation with J.P. MorganCazenove and Stifel Nicolaus Europe Limited ("Stifel"), to increase the numberof New Ordinary Shares offered pursuant to the Placing up to a maximum of61,168,162New Ordinary Shares representing the balance for which authorityremains to issue pursuant to the Placing Programme. Any such increase will beannounced via a Regulatory Information Service. New Ordinary Shares can only be issued at a premium to the prevailing NAV atthe time of issue. The Placing is being made pursuant to the terms andconditions of the Placing Programme set out in Appendix 3 of the Prospectuspublished by the Company on 1 May 2014, as amended and updated by thesupplementary prospectuses published by the Company on, respectively, 14 July2014, 4 August 2014, 29 October 2014, 21 November 2014, 21 January 2015 and 11March 2015. The Placing is expected to close at 1.00 pm (London time) on 18March 2015, butmay close earlier (or later) at the absolute discretion of the Company, inconsultation with J.P. Morgan Cazenove and Stifel who are acting as jointsponsors and corporate brokers to the Company. The Placing Price reflects a 4.9%discount to the closing price of 72.0 penceper Ordinary Share on 12March 2015 and a 3.8%premium to the Company's31December 2014 EPRA Net Asset Value per Ordinary Share. Therefore, the Placingwill be accretive for existing Shareholders (net of fees and expensesassociated with the Placing). The New Ordinary Shares will, when issued, be credited as fully paid and rankpari passu with the existing Ordinary Shares of no par value in the capital ofthe Company, including the right to receive all future dividends anddistributions declared, made or paid. Participation in the Placing will be available only to persons falling withinArticles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act2000 (Financial Promotions) Order 2005. Such persons are invited to apply forNew Ordinary Shares by contacting their usual contact at Stifel and / or J.P.Morgan Cazenove. In the event that the number of New Ordinary Shares applied for under thePlacing exceeds 14,598,540shares, or such higher amount as determined by theBoard (as noted above), it would be necessary to scale back applications underthe Placing. In such event, New Ordinary Shares will be allocated at thediscretion of the Directors. The Directors will have regard to the applicationsfrom existing Shareholders, with a view to ensuring, where reasonably possible,that existing Shareholders are allocated such percentage of New Ordinary Sharesas is as close as possible to their existing percentage holding of OrdinaryShares. The Placing is not being underwritten. Applications will be made to the FCA for admission of the New Ordinary Sharesto the premium segment of the Official List and to trading on the London StockExchange's main market for listed securities (''Admission''). It is expectedthat Admission will become effective and that unconditional dealings in the NewOrdinary Shares will commence at 8.00 a.m. (London time) on or around 23 March2015. The New Ordinary Shares will be issued in registered form and may be held inuncertificated form. The New Ordinary Shares allocated will be issued toPlacees through the CREST system unless otherwise stated. The New OrdinaryShares will be eligible for settlement through CREST with effect fromAdmission. Nicholas Thompson, Chairmanof Picton, said: "Since implementing the Placing Programme, we have shown a commitment todeploying proceeds raised in an effective manner and within a sensibletimeframe. We remain confident of investing this final tranche on a selectivebasis, into attractive opportunities that meet our investment objective." Expected Timetable Placing opens 13 March 2015 Latest time and date for receipt of Placing 1.00 p.m. on18 March 2015commitments Announcement of the results of the Placing 19 March 2015 Admission of the New ordinary Shares to the 8.00 a.m. on, or around, 23 MarchOfficial List and to trading on the London 2015Stock Exchange's main market for listedsecurities Crediting of CREST stock accounts 23 March 2015 Share certificates dispatched (where week commencing 30 March 2015 (orappropriate) as soon as possible thereafter) The Placing may close earlier (or later) than indicated above at the absolutediscretion of the Company, in consultation with J.P. Morgan Cazenove andStifel. In such event, the Company will notify investors by the publication ofa notice through a Regulatory Information Service. Dealing codes Ticker PCTN ISIN for the New Ordinary Shares GB00BOLCW208 SEDOL for the New Ordinary Shares BOLCW20 Capitalised terms used but not defined in this announcement will have the samemeaning as set out in the prospectus published on 1 May 2014, as amended.Copies of that prospectus and the supplementary prospectuses published,respectively, on 14 July 2014, 4 August 2014, 29 October 2014, 21 November2014, 21 January 2015 and11 March 2015 are available at www.hemscott.com/nsm.doand on the Company's website at www.pictonproperty.co.uk. FOR FURTHER INFORMATION, PLEASE CONTACT: Northern Trust International Fund Telephone: +44 1481 745 529 Administration Services (Guernsey)Limited David SauvarinThe Company SecretaryTrafalgar CourtLes BanquesSt Peter PortGuernseyGY1 3QL Picton Capital Limited Telephone: +44 20 70119980Michael Morris J.P. Morgan Cazenove Telephone: +44 20 7742 4000William Simmonds Stifel Nicolaus Europe Limited Telephone: +44 20 7710 7600Roger ClarkeNeil Winward Tavistock Telephone: +44 20 7920 3150Jeremy Carey Important Information This Announcement has been issued by and is the sole responsibility of theCompany. This Announcement is for information purposes only and does not constitute aninvitation to subscribe for or otherwise acquire or dispose of securities inthe Company in any jurisdiction. The information contained in this Announcementis for background purposes only and does not purport to be full or complete. Noreliance may be placed for any purpose on the information contained in thisAnnouncement or its accuracy or completeness. This Announcement does notconstitute or form part of any offer to issue or sell, or any solicitation ofany offer to subscribe or purchase, any investments nor shall it (or the factof its distribution) form the basis of, or be relied on in connection with, anycontract therefor. This Announcement is an advertisement and not a prospectus. This Announcementdoes not constitute or form part of, and should not be construed as, any offerfor sale or subscription of, or solicitation of any offer to buy or subscribefor, any shares in the Company or securities in any other entity, in anyjurisdiction, including the United States, nor shall it, or any part of it, orthe fact of its distribution, form the basis of, or be relied on in connectionwith, any contract or investment decision whatsoever, in any jurisdiction. ThisAnnouncement does not constitute a recommendation regarding any securities. Any investment decision must be made exclusively on the basis of the prospectuspublished by the Company and any supplement thereto in connection with theadmission of ordinary shares of the Company to the premium segment of theOfficial List of the UK Listing Authority and to trading on the London StockExchange's main market for listed securities. J.P. Morgan Cazenove which is authorised by the Prudential Regulation Authorityand regulated by the Prudential Regulation Authority and the Financial ConductAuthority and Stifel Nicolaus Europe Limited which is authorised and regulatedin the United Kingdom by the Financial Conduct Authority (together, the "JointSponsors"), are each acting exclusively for the Company and no-one else inconnection with the Placing or the matters referred to in this Announcement,and will not regard any other person as their respective client in relation tothe Placing and will not be responsible to anyone other than the Company forproviding the protections afforded to their respective clients or for providingadvice in relation to thePlacing or any transaction or arrangement referred toin this Announcement. This Announcement is not for release, publication or distribution (directly orindirectly) in or into the United States of America (including its territoriesand possessions, any of the United States and the District of Columbia),Canada, Australia, New Zealand, Japan, the Republic of South Africa, any memberstates of the EEA (other than the United Kingdom) or to any "US person" asdefined in Regulation S under the United States Securities Act of 1933, asamended (the "Securities Act") or into any other jurisdiction where applicablelaws prohibit its release, distribution or publication. The distribution ofthis Announcement and the Initial Offers and Placing Programme Prospectus (asamended) in certain jurisdictions may be restricted by law. No action has beentaken by the Company or the Joint Sponsors that would permit an offering of theNew Ordinary Shares or possession or distribution of this Announcement or anyother offering or publicity material relating to such shares in anyjurisdiction where action for that purpose is required. Persons into whosepossession this Announcement comes are required by the Company and the JointSponsors to inform themselves about, and to observe, such restrictions. The New Ordinary Shares have not been and will not be registered under theSecurities Act or with any securities regulatory authority of any state orother jurisdiction of the United States and, subject to certain exceptions, maynot be offered or sold within the United States or to, or for the account orbenefit of, US Persons. The Company will not be registered as an "investmentcompany" under the Investment Company Act of 1940, and investors will not beentitled to the benefits of that Act. In addition, relevant clearances havenot been, and will not be, obtained from the securities commission (orequivalent) of any province of Australia, New Zealand, Canada, Japan, theRepublic of South Africa or any member state of the EEA (other than the UnitedKingdom) and, accordingly, unless an exemption under any relevant legislationor regulations is applicable, none of the New Ordinary Shares may be offered,sold, transferred or delivered, directly or indirectly, in Australia, NewZealand, Canada, Japan, the Republic of South Africa or any member state of theEEA (other than the United Kingdom). The New Ordinary Shares will be issued pursuant to the Placing Agreement dated1 May 2014 between the Company, the Investment Manager, J.P. Morgan and OrielSecurities Limited (which has subsequently been novated from Oriel SecuritiesLimited to Stifel Nicolaus Europe Limited, as detailed in the SupplementaryProspectus published on 11 March 2015). Under the terms of the PlacingAgreement the Joint Sponsors have agreed to use their reasonable endeavours toprocure subscribers for the New Ordinary Shares issued under the PlacingProgramme and in consideration for their services in this Placing, the JointSponsors (i) will be paid a commission equal to 0.7 per cent of the GrossProceeds of the Placing and; (ii) may be paid a discretionary fee of 0.5 percent of the Gross Proceeds of the Placing. Further information on the PlacingAgreement is contained within the Prospectus published by the Company on 1 May2014, as amended. No representation or warranty express or implied, is or will be made as to, orin relation to, and no responsibility or liability is or will be accepted bythe Company, Picton Capital Limited (the "Investment Manager"), the JointSponsors or by any of their respective affiliates or agents as to or inrelation to, the accuracy or completeness of this Announcement or any otherwritten or oral information made available to or publicly available to anyinterested party or its advisers, and any liability therefore is expresslydisclaimed. The Company, the Investment Manager, the Joint Sponsors and theirrespective affiliates accordingly disclaim all and any liability whetherarising in tort, contract or otherwise which they might otherwise have inrespect of this Announcement or its contents or otherwise arising in connectiontherewith. Certain statements in this Announcement are forward-looking statements whichare based on the Company's expectations, intentions and projections regardingits future performance, anticipated events or trends and other matters that arenot historical facts. These statements are not guarantees of future performanceand are subject to known and unknown risks, uncertainties and other factorsthat could cause actual results to differ materially from those expressed orimplied by such forward-looking statements. Given these risks anduncertainties, prospective investors are cautioned not to place undue relianceon forward-looking statements. Forward-looking statements speak only as of thedate of such statements and, except as required by applicable law, the Companyundertakes no obligation to update or revise publicly any forward-lookingstatements, whether as a result of new information, future events or otherwise.The information contained in this Announcement is subject to change withoutnotice and neither the Company nor the Joint Sponsors assume any responsibilityor obligation to update publicly or review any of the forward-lookingstatements contained herein. The expected timetable including the date of Admission may be influenced by arange of circumstances, including market conditions. There is no guarantee thatAdmission will occur and you should not base your financial decisions on theCompany's intentions in relation to the Placing Programme and Admission.Acquiring New Ordinary Shares to which this Announcement relates may expose aninvestor to a significant risk of losing all of the amount invested. Personsconsidering making such an investment should consult an authorised personspecialising in advising on such investments. This Announcement does notconstitute a recommendation concerning the Placing. The value of New OrdinaryShares can decrease as well as increase. Potential investors should consult aprofessional advisor as to the suitability of the Placing for the personconcerned. Past performance or information in this Announcement or any of thedocuments relating to the Placing cannot be relied upon as a guide to futureperformance.