National Storage Mechanism | Additional information

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

This announcement (the "Announcement") is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and is not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in M7 Regional E-Warehouse REIT PLC in any jurisdiction, including in or into the United States, Australia, Canada, Japan or the Republic of South Africa. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the admission document (the "Admission Document") in its final form, to be published by M7 Regional E-Warehouse REIT PLC in connection with the proposed admission of its ordinary shares to the wholesale market of the International Property Securities Exchange ("IPSX").

3 December 2021

M7 Regional E-Warehouse REIT plc

(the "Company")

Schedule Two Announcement

Core Issuer Information Requirements

The Company provides the following information in accordance with Rule 2.8 of the IPSX Rules for Issuers.

Issuer details	Issuer institution name	M7 Regional E-Warehouse REIT PLC
	Issuer institution country of incorporation	England and Wales
	Issuer institution registered address and, if different, its trading address	C/O Alter Domus (UK) Limited, 18 St Swithin's Lane, London EC4N 8AD
	Brief description of the business, including a description of the underlying Single Commercial Property Asset or the Multiple Commercial Property Asset	The Company's investment objective is to provide Shareholders with a sustainable level of income together with the potential for income and capital growth by investing in a geographically diversified portfolio of enhanced warehouse (e-warehouse) properties across the UK. An e-warehouse is defined, by M7 Real Estate Financial Services Ltd and M7 Real Estate Ltd (together "M7"), as a warehouse with enhanced planning uses which means that there is flexibility to change the use of the warehouse in the future. This may be possible not only because of the planning consent but also the configuration and location of the assets. On Admission, the Company will acquire a portfolio from M7 Real Estate Investment Partners VIII, LP (the "Fund") of 17 e-warehouse assets located across the UK and assembled by M7 following the Fund's inception in July 2018 (the "Acquisition"). The 978,317 sq. ft. portfolio is let to a diversified base of 53 occupiers and has delivered consistently high rent collections prior to and since the outbreak of the COVID-19 pandemic.
	Sector	UK Commercial Property, E-warehouses (encompassing retail warehouses and last-mile logistics).
	Full names and functions of its Issuer directors	James Max - Chairman and non-executive director. Candace Valiunas - Audit chair and non-executive director. Ian Womack - Non-executive director.
	Full names of significant shareholders as anticipated at the date of Admission	M7 Real Estate Investment Partners VIII LP M7 Aggregator Fund LP
	Financial reporting dates (fiscal year end)	31 December
	Financial reports	The annual report and audited financial statements of the Fund for the financial periods ending 24 December 2019 and 31 December 2020 and the unaudited half yearly reports for the six month period to 30 June 2021 are set out in the Admission Document. The Company has not commenced operations since its incorporation on 11 October 2021 and no financial statements have been made up by the Company.
	Name of the Lead Adviser and the Approved Valuer	Lead Adviser: Dickson Minto W.S. Approved Valuer: Avison Young (UK) Limited
	Name of the Market Maker or Cornerstone Investor Representative(s) (as applicable)	To be confirmed prior to Admission.
	An explanation of the corporate governance standards the Issuer has decided to apply	The Board intends to report against the principles and recommendations of the AIC Code, which has been endorsed by the Financial Reporting Council. As an externally managed investment company, with no employees and a small Board consisting of three non-executive Directors, the Board considers the AIC Code the most relevant governance code to report against.
	Completed Lead Adviser Declaration in respect of the issuer in the format specified in Schedule Four in the IPSX Rules for Issuers	To be submitted to IPSX at least two business days before expected Admission date.
Instrument details	Number and type of financial instruments	Ordinary Shares of one penny each. The number of Ordinary Shares to be issued pursuant to the Acquisition (and subject to Admission taking place) will be calculated, in accordance with the Fund's usual accounting policies, on the basis of the net asset value of the Fund taking account of: (i) the valuation report as at 31 October 2021; and (ii) a completion balance sheet to be provided by M7 prior to Admission less costs incurred in relation to the Introduction (the "Acquisition Calculation"). On Admission, the existing investors in the Fund will therefore own a position in the Company, either directly or indirectly, of equal value to their existing holding in the Fund (less costs).
	The number of securities held as treasury shares	N/A
	Capital to be raised on Admission, i.e. the expected market capital	Issue price of £1.00 per Ordinary Share. Other than the issue of Ordinary Shares in relation to the Acquisition, no other Ordinary Shares are being issued. The Company's market capitalisation, subject to the Acquisition Calculation, is expected to be c. £36.6 million.
	Number and percentage of Financial Instruments that are expected to form part of the free float	c. 3.67 per cent. The number of Ordinary Shares forming part of the free float is subject to the Acquisition Calculation.
	Expected date of Admission	17 December 2021
	Expected yield on Admission	Target initial annual gross dividend yield of slightly above 8 per cent.
Property details	Red Book Valuation reports. On Admission, the Red Book Valuation must not be dated more than six months prior to the Admission date, unless previously agreed with IPSX	Included in the Admission Document.
Other	The information required by Schedule One of the IPSX Rules for Issuers (Information for Admission Documents)	Included in the Admission Document

For further information please contact:

M7 Real Estate Financial Services Ltd (AIFM)	(via FTI Consulting, below)
Richard Croft and David Ebbrell
Dickson Minto W.S. (Lead Adviser and Solicitors as to English law)	Tel: +44 (0)20 7628 4455
Douglas Armstrong
FTI Consulting (PR Adviser)	Tel: +44 (0) 20 3727 1000
Richard Sunderland, Claire Turvey and Eve Kirmatzis	E: M7@FTIConsulting.com

Important notice

This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States of America and the District of Columbia, collectively, the "United States"), Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where such distribution is unlawful, or to US persons, as defined in Regulation S under the US Securities Act of 1933, as amended. The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States. This Announcement is not an offer of securities for sale into the United States. The securities of Company have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This Announcement is for information purposes only and it does not constitute, and may not be construed as, an offer to sell, or the solicitation of an offer to acquire or subscribe for, securities of the Company in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, M7, AIFM or Dickson Minto W.S. The offer and sale of securities of the Company has not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Subject to certain exemptions, the securities of the Company may not be offered to or sold within Australia, Canada, the Republic of South Africa or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.

In addition, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended, and the recipient of this Announcement will not be entitled to the benefit of that act.

This Announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this Announcement except on the basis of information in the Admission Document intended to be published by Company in connection with its proposed introduction and admission to trading on IPSX (the "Admission"). In particular, prospective investors will be required to read and understand the section entitled "Risk Factors" in the Admission Document, once available.

The information in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness. This Announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities of the Company or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The material contained in this Announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

This Announcement does not constitute a recommendation concerning the Admission. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance and prospective investors may not receive any return from the Company. Before purchasing any securities of the Company, persons viewing this Announcement should ensure that they fully understand and accept the risks that will be set out in the Admission Document, if and when published. Information in this Announcement or any of the documents relating to the admission of the Company to IPSX cannot be relied upon as a guide to future performance. Potential investors should consult a professional adviser as to the suitability of the Company.

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this Announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Admission Document. These forward-looking statements speak only as at the date of this Announcement and cannot be relied upon as a guide to future performance. The Company, M7, AIFM and Dickson Minto W.S. expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Regulation Rules of the FCA, the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019 or other applicable laws, regulations or rules.

The existence of the target dividend should not be considered as an assurance or guarantee that it can or will be met by the Company. Accordingly, potential investors should not place any reliance on this target in deciding whether or not to invest in the Company and should decide for themselves whether or not the target dividend yield is reasonable or achievable.

Dickson Minto W.S, which is authorised and regulated by the FCA, is acting only for the Company in connection with the matters described in this Announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Dickson Minto W.S. or advice to any other person in relation to the matters contained herein.

None of M7, the AIFM, Dickson Minto W.S., or the Company or any of their respective parents or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person ("their respective affiliates") accepts (save where required by law) any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith.

No key information document has been prepared in respect of this communication or the shares in the Company in accordance with Regulation (EU) No 1286/2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) (and in the case of the United Kingdom, such regulation as it forms part of the domestic law of the United Kingdom). Accordingly, shares in the Company are not available to, and no person may advise on, offer or sell such shares for or to, any retail client (as defined in MifID 2) in the EEA or the United Kingdom.