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BWP REIT PLC | Schedule Two Update

Nov. 15, 2022

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OR IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SO TO DO WOULD OR MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES OF THE UK VERSION OF REGULATION (EU) 2017/1129, WHICH FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 OR AN ADMISSION DOCUMENT AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION, INCLUDING (WITHOUT LIMITATION) THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA. INVESTORS SHOULD NOT SUBSCRIBE FOR, OR OTHERWISE PURCHASE, ACQUIRE, SELL OR DISPOSE OF, ANY OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE ADMISSION DOCUMENT TO BE PUBLISHED BY THE COMPANY.

15 November 2022

BWP REIT PLC

(the "Company")

Schedule Two Update

Core Issuer Information Requirements

Further to the announcement made by the Company on 9 November 2022, the Company provides the following updated information in accordance with Rule 2.8 of the IPSX Rules for Issuers.

Schedule Two (Core Issuer Information Requirements)

Issuer Details

Issuer institution name

BWP 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,

30 St Mary Axe,

London EC3A 8BF,

United Kingdom

Brief description of the business, including a description of the underlying Single Commercial Property Asset or the Multiple Commercial Property Asset

The sole asset of the Company will be the Bridgewater Place building located at Water Lane, Leeds (the "Property"). The Company, through a subsidiary, will acquire the Property shortly following Admission, initially by way of the grant of a 999 year lease  of the internal commercial areas of the Property (including the commercial common parts and the internal structural parts) with an option to acquire the freehold titles in the future for £1. The Property is an office-led mixed use asset in a central location in Leeds, in close proximity to Leeds Railway Station and comprises 234,711 sq. ft. of office space with 268 basement car spaces, 15,587 sq. ft. of retail accommodation and management offices of 1,536 sq. ft. The Property has a third party property valuation of £63m.

Sector

Offices

Full names and functions of its Issuer directors

Edmund Craston (Non-Executive Chairman)

·  Edmund has over 30 years' experience in real estate and investment banking, giving him in depth knowledge of both public and private capital markets and real estate investment.

· From 2009 to 2018 he was the Managing Director of Rockspring Property Investment Managers LLP, a leading private European property investment management business with over EUR 8 billion of AUM.

Andrea O'Keeffe (Non-executive Director)

·  Andrea has over 25 years City experience including as a partner and director at Cazenove and subsequently as an executive director at JP Morgan until 2014.

·  More recently Andrea has co-founded two e-commerce start-ups, and has five years' experience working as an NED including as Treasurer of The Friends of the Royal Academy of Arts and a member of the finance committee for The Royal Academy.

Ian White (Non-executive Director)

·  Ian is a Chartered Surveyor and Fellow of the Royal Institution of Chartered Surveyors. Ian has over 50 years in global commercial real estate, having been a partner in private practice, firstly with Richard Ellis and subsequently as a member of the worldwide board of CBRE before retiring in 2000.

·  Since that date, Ian has held a number of non-executive appointments in both publicly listed and private property funds and is an independent member of the Investment Advisory boards of various funds managed by M7.

Full names of significant shareholders as anticipated at the date of Admission

Shareholder

Direct or indirect holding

No. of Ordinary Shares immediately following Admission

Per cent. of the total issued share capital immediately following Admission

BWP Holding 1 Limited

Direct

 2,300,000

6.56%

BWP Holding 2 Limited

Direct

2,888,500

8.24%

BWP Holding 3 Limited

Direct

 3,499,999

9.99%

BWP Holding 4 Limited

Direct

 2,500,001

7.13%

Alan Hill

Direct

1,250,000

3.57%

Clear Sky Holding Limited

Direct

3,450,000

9.84%

Grey Cat Capital VIII LLP

M7 Real Estate Mouseco Ltd

being members of the M7 Group and its affiliates

Direct

Direct

3,450,000

3,000,000

9.84%

8.56%

M7 Aggregator Fund LP

M7 SMA LP

being funds advised by the M7 Group or its affiliates

Direct

Direct

5,000,000

3,496,500

14.27%

9.97%

Financial reporting dates (fiscal year end)

30 September.

Financial reports

No HFI included within the Admission Document (waiver obtained).

Name of the IPSX Lead Adviser and the IPSX Approved Valuer

IPSX Lead Adviser: WH Ireland Limited.

IPSX Approved Valuer: Avison Young (UK) Limited.

Name of the IPSX Market Maker

Canaccord Genuity Group Inc

An explanation of the corporate governance standards the Issuer has decided to apply

The Company's board of directors (the "Board") has considered the principles and recommendations of the 2019 AIC Code of Corporate Governance (the "AIC Code"). The Board intends to comply with the principles and recommendations of the AIC Code (which incorporates the UK Corporate Governance Code) which it anticipates will provide better information to shareholders and is more appropriate for the Company and its shareholders.

The AIC Code provides a framework of best practice for listed investment companies and addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to listed investment companies. The Company considers that given the nature of its business the AIC Code is more appropriate to the Company's business.

As a recently incorporated company, the Company does not yet comply with the UK Corporate Governance Code or the principles of good governance contained in the AIC Code. However, arrangements have been put in place so that, with effect from Admission, the Company will report against the AIC Code.

Completed IPSX Lead Adviser Declaration in respect of the Issuer in the format specified in Annex Four in these Rules

Has been submitted to IPSX.

Instrument Details

Number and type of financial instruments

35,050,000 Ordinary Shares of 10 pence each.

Capital to be raised on Admission, i.e. the expected market capitalisation

£35,000,000 at a price of 100 pence per Ordinary Share.

Market Capitalisation = £35,050,000.

Number and percentage of financial instruments that will be in public hands in the UK or one or more EEA states on Admission

7,865,000 Ordinary Shares equating to 22.4% of the issued share capital

Expected date of Admission

16 November 2022

Expected yield at Admission

0%

CFI code

ESVUFR

ISIN

GB00BQ1NFW69

FISN

BWP REIT/PAR VTG FPD 0.1

Security ticker

BWP

Property Details

Property name

Bridgewater Place.

Property type

Offices

Unit of measurement

Square foot.

Net internal area

251,834 square foot.

Valuation reports

Included in the Admission Document.

 

Important notice

This announcement is being issued in the United Kingdom to and/or is directed only at persons who are professional clients or eligible counterparties for the purposes of the FCA's Conduct of Business Sourcebook. The opportunity to invest in the Company is only available to such persons in the United Kingdom and this announcement must not be relied or acted upon by any other persons in the United Kingdom.

This announcement does not constitute an offer or recommendation concerning the Ordinary Shares. Any prospective investor must carry out their own due diligence and should form their own assessment, and is recommended to consult an independent professional adviser as to the suitability of the Ordinary Shares and evaluate all matters addressed herein.

The information contained 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, fairness or completeness.

The distribution of this announcement and/or any offer, sale or purchase of, or application to subscribe for, the Ordinary Shares may in certain jurisdictions be restricted by law. Prospective investors and persons into whose possession any document or other information referred to herein are required to inform themselves about, and observe, any such restrictions. It is the responsibility of each prospective investor to satisfy itself as to full compliance with the applicable laws and regulations of any relevant jurisdiction, including obtaining any requisite governmental, regulatory or other consent and observing any other formality presented in such jurisdiction. Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into, the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where such offer or sale would be unlawful. The Ordinary Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States. The Ordinary Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being or will be made in the United States.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Company's strategy) as well as assumptions made by the Directors and information currently available to the Group. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial condition, results of operations, cash flows, liquidity or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.

WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as Lead Adviser for the Company and no-one else in connection with the Issue and Admission and will not regard any other persons as its client in relation to the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WH Ireland, nor for providing advice in connection with the Issue and Admission or any other matter or arrangement referred to in this announcement.

No key information document has been prepared in respect of this announcement or the Ordinary Shares 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 UK domestic law by virtue of the European Union (Withdrawal) Act 2018). Accordingly, the Ordinary Shares are not available to, and no person may advise on, offer or sell Ordinary Shares for or to, any retail client (as defined in MiFID II) in the European Economic Area or the United Kingdom.

International Property Securities Exchange is the trading name of IPSX UK Limited. IPSX UK Limited is a company registered in England and Wales with Company Number 10519448, whose registered address is 20 Birchin Lane, London, EC3V 9DU.

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