Sales process following strategic review

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

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT 1997, TAKEOVER RULES 2013 (THE "IRISH TAKEOVER RULES") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.5 OF THE IRISH TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 April 2019

Green REIT Board announces sales process following strategic review

The Board of Green REIT plc ("Green REIT" or the "Company") announces that it has undertaken a comprehensive and carefully considered review of the strategic options open to the Company to maximise value for its shareholders. As a consequence of this review, the Board has taken a decision to initiate a process for the sale of the Company or its portfolio of assets.

The Board has a strong conviction in the value of the Company's assets, its management and its business plan, as well as in the Irish commercial real estate sector. However, despite the strong financial and operational performance of the Company, the structural discount in the Company's share price relative to its net asset value per share persists and this is at the core of the Board's decision to focus on the sale of the Company or its portfolio of assets. The sale process will commence immediately.

Commenting on the decision Green REIT's Chairman Gary Kennedy said:

"Green REIT owns one of the rare prime office and logistics portfolios of scale in Ireland, underpinned by strong tenants and a supportive market and macro environment. Notwithstanding this, the Company's share price has been subject to a material and persistent structural discount to its net asset value per share for over three years now. Our primary responsibility as a Board is to deliver shareholder value. Given this imperative and following detailed analysis and due consideration, we have decided to focus on the sale of the Company or its portfolio of assets. It is the Board's view that this is demonstrably in the best interests of our shareholders."

Key investment highlights

· Scale opportunity in a fast-growth economy within the European Union.

· Ireland is a pro-business environment with a focus on the US technology and financial sectors, attracting young highly-educated talent to accommodate the high-growth characteristics of the Irish economy.

· €1.48 billion1 portfolio of prime office and logistics assets (95% Dublin; 88% office), secured with blue-chip tenants delivering €75.5 million of annualised contracted rent, with visibility to grow this to €83 million within 18 to 24 months.

· Place making and asset management opportunities across two principal office campus assets that account for more than 50% of the overall portfolio by valuation and rent roll.

· Significant development opportunity within the existing portfolio, comprising a 310 acre prime logistics park (56 acres developed to date), located adjacent to Dublin's airport, the main motorway network and close to Ireland's principal port, and 400,000 square feet (37,200 square metres) of prime office development within an existing office campus in Dublin.

· Opportunity to take on highly regarded team (or part thereof) employed by the Company's external investment manager (the "Manager"). Alternatively, if so desired by any successful interested party, the Manager has informed the Company that it is also willing to explore the termination of its existing investment management agreement with the Company. 

Stephen Vernon and Pat Gunne, the co-founders of the Manager, have informed the Company that neither they nor the Manager will make an offer to acquire the Company nor will they otherwise directly or indirectly participate in any third party offer to acquire the Company. This is a statement to which Rule 2.8 of the Irish Takeover Rules applies. Mr. Vernon, Mr. Gunne and the Manager have each consented to the inclusion of this statement in this announcement.

[1] 31 December 2018 independent valuations carried out by CBRE, JLL and Savills, as disclosed in the Company's results (published on 26 February 2019) for the six month period to 31 December 2018.

Process

The Board has appointed J.P. Morgan Cazenove as Lead Financial Adviser to assist with its review of any proposals made for the Company or its portfolio of assets, and parties with a potential interest in making a proposal should contact J.P. Morgan Cazenove, whose details are set out below. CBRE has been appointed as Property Adviser to the Company, Davy has been appointed as Joint Financial Adviser and Corporate Broker, and Arthur Cox has been appointed as the Company's legal adviser.

It is currently expected that any party interested in participating in the proposed sale process will, at the appropriate time, enter into a non-disclosure agreement with Green REIT on terms satisfactory to the Board of Green REIT and agree to comply with the terms and conditions of the process. The Company then intends to provide such interested parties with certain information on the business, following which interested parties shall be invited to submit their proposals to J.P. Morgan Cazenove.

The Irish Takeover Panel (the "Panel") has confirmed that as a result of this announcement, the Company is now considered to be in an "offer period", as defined in the Irish Takeover Panel Act 1997, Takeover Rules 2013 (the "Irish Takeover Rules"), and the dealing disclosure requirements summarised below apply. 

The Panel has also confirmed that any interested party participating in the process will not be required, solely by reason of the fact that it participates in the process, to be publicly identified as a result of this announcement, but that such parties should nonetheless be mindful of their obligations under the Irish Takeover Rules, including in particular with respect to confidentiality under Rule 2.1 and the circumstances in which an announcement may be required under Rule 2.2. If an interested party has any doubts about its obligations pursuant to the Irish Takeover Rules, it should contact its financial adviser(s) to discuss this and where applicable, it should also consult with the Panel.

Further announcements will be made as and when appropriate.

There can be no certainty that an offer will be made, nor as to the terms on which any offer will be made. The Board of Green REIT reserves the right to alter or terminate the proposed sales process at any time and in such case will make an announcement as appropriate. The Board of Green REIT also reserves the right to reject any approach or terminate discussions with any interested party at any time.

About Green REIT plc

Green REIT Plc is an Irish Real Estate Investment Trust ("REIT") and is listed on the Irish and London Stock Exchanges. The Company was the first REIT established in Ireland following the introduction of REIT legislation by the Irish Government. The Company's stated strategy is to create a property portfolio consisting primarily of commercial property in Ireland to deliver income and capital growth through opportunistic investments, active property management and prudent use of debt finance. Please visit www.greenreitplc.com.

This announcement contains inside information. The person responsible for arranging for the release of this announcement on behalf of Green REIT is Niall O'Buachalla, Company Secretary. The date and time of this announcement is the same as the date and time it has been communicated to the media.

Responsibility statement

The directors of Green REIT accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Dealing disclosure requirements

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

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

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

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

Rule 2.10 - Relevant Securities in Issue

In accordance with Rule 2.10 of the Irish Takeover Rules, Green REIT confirms that as of 12 April 2019 its issued ordinary share capital is comprised of 699,469,638 ordinary shares of €0.10 each (the "Ordinary Shares"). The Ordinary Shares are admitted to trading on the Irish Stock Exchange plc, trading as Euronext Dublin, and the London Stock Exchange plc. The International Securities Identification Number for these securities is IE00BBR67J55.

Further Information

In accordance with Rule 19.9 of the Irish Takeover Rules, a copy of this announcement will be available on the Company's website at www.greenreitplc.com by no later than 12 noon on the business day following this announcement. The content of any website referred to in this announcement is not incorporated into, and does not form part of, this announcement.

This announcement is not intended to, and does not, constitute or form part of (1) an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, or (3) the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

The release, publication or distribution of this announcement in, into, or from, certain jurisdictions other than Ireland and the United Kingdom may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore persons who receive this announcement (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than Ireland and the United Kingdom who are not resident in Ireland or the United Kingdom will need to inform themselves about, and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.

J.P. Morgan Securities plc (which conducts its UK and Ireland investment banking business as J.P. Morgan Cazenove) is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Green REIT and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Green REIT for providing the protections afforded to clients of J.P. Morgan or its affiliates, or for providing advice in relation to any matter referred to herein.

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

No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company. Save for any references above to, or which are derived from, the value of Green REIT 's asset portfolio as at 31 December 2018 which was disclosed in Green REIT 's results for the six month period to 31 December 2018 (published on 26 February 2019), no statement in this announcement constitutes an asset valuation. No statement in this announcement constitutes an estimate of the anticipated financial effects of an acquisition of the Company, whether for the Company or any other person.